<PAGE>   1
                                                                   EXHIBIT 4.6

                           FIFTH AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                           Dated as of August 2, 2000

                                  by and among

                                NATIONSRENT, INC.
                  AND THE RESTRICTED SUBSIDIARIES PARTY HERETO
                               (the "Borrowers"),

                  FLEET NATIONAL BANK (F/K/A BANKBOSTON, N.A.),
                            AS ADMINISTRATIVE AGENT,

                             BANKERS TRUST COMPANY,
                              AS SYNDICATION AGENT,

                                 SCOTIABANC INC.
                             AS DOCUMENTATION AGENT,

                                       AND

                      THE LENDING INSTITUTIONS PARTY HERETO
                                 (the "Lenders")

                                      WITH

             DEUTSCHE BANK SECURITIES INC. AND FLEETBOSTON ROBERTSON
            STEPHENS INC., AS CO-LEAD ARRANGERS (THE "CO-ARRANGERS")

                                       AND
                         DEUTSCHE BANK SECURITIES, INC.,
                               AS SOLE BOOK RUNNER


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

<S>        <C>                                                                                          <C>
ss.1.  DEFINITIONS AND RULES OF INTERPRETATION...........................................................1
         ss.1.1.   DEFINITIONS...........................................................................1
         ss.1.2.   RULES OF INTERPRETATION..............................................................22

ss.2.  THE REVOLVING CREDIT FACILITY....................................................................23
       ss.2.1.     COMMITMENT TO LEND...................................................................23
       ss.2.2.     REDUCTION OF TOTAL COMMITMENT; INCREASES OF TOTAL COMMITMENT.........................23
       ss.2.3.     THE REVOLVING CREDIT NOTES...........................................................24
       ss.2.4.     INTEREST ON REVOLVING CREDIT LOANS AND SWING LINE LOANS..............................24
       ss.2.5.     ELECTION OF EURODOLLAR RATE; NOTICE OF ELECTION; INTEREST PERIODS; MINIMUM AMOUNTS...25
       ss.2.6.     REQUESTS FOR REVOLVING CREDIT LOANS AND SWING LINE LOANS.............................26
       ss.2.7.     FUNDS FOR REVOLVING CREDIT LOANS.....................................................26
       ss.2.8.     SWING LINE LOANS; SETTLEMENTS........................................................27
       ss.2.9.     MATURITY OF THE REVOLVING CREDIT LOANS...............................................29
       ss.2.10.    MANDATORY REPAYMENTS OF THE REVOLVING CREDIT LOANS AND
                   SWING LINE LOANS AND REIMBURSEMENT OBLIGATIONS.......................................30
       ss.2.11.    OPTIONAL PREPAYMENTS OF REVOLVING CREDIT LOANS AND SWING LINE LOANS..................31

ss.3.  LETTERS OF CREDIT................................................................................31
       ss.3.1.     LETTER OF CREDIT COMMITMENTS.........................................................31
       ss.3.2.     REIMBURSEMENT OBLIGATION OF THE BORROWERS............................................32
       ss.3.3.     LETTER OF CREDIT PAYMENTS............................................................33
       ss.3.4.     OBLIGATIONS ABSOLUTE.................................................................34
       ss.3.5.     RELIANCE BY ISSUING BANK.............................................................34

ss.4.  THE TERM LOAN....................................................................................35
       ss.4.1.     INITIAL COMMITMENT TO LEND; INCREASES IN THE TERM LOAN AMOUNT........................35
       ss.4.2.     THE TERM NOTES.......................................................................35
       ss.4.3.     SCHEDULE OF INSTALLMENT PAYMENTS OF PRINCIPAL OF TERM LOAN...........................35
       ss.4.4.     MANDATORY PREPAYMENTS................................................................36
                   ss.4.4.1.  PREPAYMENT OF SUBORDINATED DEBT...........................................36
                   ss.4.4.2.  PREPAYMENT OF TERM LOAN WITH PROCEEDS OF SUBORDINATED DEBT
                              OFFERINGS; EXCESS CASH FLOW; EQUIPMENT SECURITIZATIONS....................36
                   ss.4.4.3.  PAYMENT PROVISIONS........................................................36
         ss.4.5.   OPTIONAL PREPAYMENT OF TERM LOAN.....................................................37
         ss.4.6.   INTEREST ON TERM LOAN................................................................37
                   ss.4.6.1.  INTEREST RATES............................................................37


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<TABLE>
<CAPTION>

<S>        <C>                                                                                          <C>

                   ss.4.6.2.  NOTIFICATION BY BORROWERS.................................................37
                   ss.4.6.3.  AMOUNTS, ETC..............................................................38

ss.5.      CERTAIN GENERAL PROVISIONS...................................................................38
       ss.5.1.     FEES.................................................................................38
       ss.5.2.     PAYMENTS.............................................................................39
       ss.5.3.     COMPUTATIONS.........................................................................41
       ss.5.4.     CAPITAL ADEQUACY.....................................................................41
       ss.5.5.     CERTIFICATE..........................................................................41
       ss.5.6.     INTEREST AFTER DEFAULT...............................................................41
       ss.5.7.     INTEREST LIMITATION..................................................................41
       ss.5.8.     EURODOLLAR INDEMNITY.................................................................42
       ss.5.9.     ILLEGALITY; INABILITY TO DETERMINE EURODOLLAR RATE...................................42
       ss.5.10.    ADDITIONAL COSTS, ETC................................................................43
       ss.5.11.    REPLACEMENT OF LENDERS...............................................................44
       ss.5.12.    CONCERNING JOINT AND SEVERAL LIABILITY OF THE BORROWERS..............................46
       ss.5.13.    REASONABLE EFFORTS TO MITIGATE.......................................................49

ss.6.  REPRESENTATIONS AND WARRANTIES...................................................................49
       ss.6.1.     CORPORATE AUTHORITY..................................................................50
       ss.6.2.     GOVERNMENTAL APPROVALS...............................................................50
       ss.6.3.     TITLE TO PROPERTIES; LEASES..........................................................51
       ss.6.4.     FINANCIAL STATEMENTS; SOLVENCY.......................................................51
       ss.6.5.     NO MATERIAL CHANGES, ETC.............................................................51
       ss.6.6.     PERMITS, FRANCHISES, PATENTS, COPYRIGHTS, ETC........................................51
       ss.6.7.     LITIGATION...........................................................................51
       ss.6.8.     NO MATERIALLY ADVERSE CONTRACTS, ETC.................................................52
       ss.6.9.     COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC.........................................52
       ss.6.10.    TAX STATUS...........................................................................52
       ss.6.11.    NO EVENT OF DEFAULT..................................................................52
       ss.6.12.    HOLDING COMPANY AND INVESTMENT COMPANY ACTS..........................................52
       ss.6.13.    ABSENCE OF FINANCING STATEMENTS, ETC.................................................53
       ss.6.14.    EMPLOYEE BENEFIT PLANS...............................................................53
       ss.6.15.    USE OF PROCEEDS......................................................................54
                   ss.6.15.1.  GENERAL..................................................................54
                   ss.6.15.2.  REGULATIONS U AND X......................................................54
                   ss.6.15.3.  INELIGIBLE SECURITIES....................................................54
       ss.6.16.    ENVIRONMENTAL COMPLIANCE.............................................................55
       ss.6.17.    PERFECTION OF SECURITY INTERESTS.....................................................56
       ss.6.18.    TRANSACTIONS WITH AFFILIATES.........................................................56
       ss.6.19.    SUBSIDIARIES.........................................................................56
       ss.6.20.    TRUE COPIES OF CHARTER AND OTHER DOCUMENTS...........................................57
       ss.6.21.    DISCLOSURE...........................................................................57
       ss.6.22.    CAPITALIZATION.......................................................................57
       ss.6.23.    SUBORDINATED DEBT....................................................................57

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<TABLE>
<CAPTION>

<S>        <C>                                                                                          <C>

ss.7.  AFFIRMATIVE COVENANTS OF THE BORROWERS...........................................................57
       ss.7.1.     PUNCTUAL PAYMENT.....................................................................57
       ss.7.2.     MAINTENANCE OF OFFICES...............................................................58
       ss.7.3.     RECORDS AND ACCOUNTS.................................................................58
       ss.7.4.     FINANCIAL STATEMENTS,CERTIFICATES AND INFORMATION....................................58
       ss.7.5.     CORPORATE EXISTENCE AND CONDUCT OF BUSINESS..........................................59
       ss.7.6.     MAINTENANCE OF PROPERTIES............................................................60
       ss.7.7.     INSURANCE............................................................................60
       ss.7.8.     TAXES................................................................................60
       ss.7.9.     INSPECTION OF PROPERTIES, BOOKS, AND CONTRACTS.......................................60
       ss.7.10.    COMPLIANCE WITH LAWS, CONTRACTS, LICENSES AND PERMITS; MAINTENANCE
                   OF MATERIAL LICENSES AND PERMITS.....................................................61
       ss.7.11.    ENVIRONMENTAL INDEMNIFICATION........................................................62
       ss.7.12.    FURTHER ASSURANCES...................................................................62
       ss.7.13.    NOTICE OF POTENTIAL CLAIMS OR LITIGATION.............................................62
       ss.7.14.    NOTICE OF CERTAIN EVENTS CONCERNING INSURANCE AND ENVIRONMENTAL CLAIMS...............62
       ss.7.15.    NOTICE OF DEFAULT....................................................................63
       ss.7.16.    NEW SUBSIDIARIES.....................................................................63
       ss.7.17.    EMPLOYEE BENEFIT PLANS...............................................................64
       ss.7.18.    USE OF PROCEEDS......................................................................64
       ss.7.19.    TITLE AND REGISTRATION...............................................................64
       ss.7.20.    INTEREST RATE PROTECTION.............................................................65
       ss.7.21.    NEW EQUITY OFFERING PROCEEDS.........................................................65
       ss.7.22.    PERMITTED EQUIPMENT SECURITIZATIONS..................................................65

ss.8.  CERTAIN NEGATIVE COVENANTS OF THE BORROWERS......................................................65
       ss.8.1.     RESTRICTIONS ON INDEBTEDNESS.........................................................65
       ss.8.2.     RESTRICTIONS ON LIENS................................................................67
       ss.8.3.     RESTRICTIONS ON INVESTMENTS..........................................................69
       ss.8.4.     MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS......................................70
                   ss.8.4.1.  MERGERS AND ACQUISITIONS..................................................70
                   ss.8.4.2.  DISPOSITION OF ASSETS.....................................................72
         ss.8.5.   SALE AND LEASEBACK...................................................................73
         ss.8.6.   RESTRICTED DISTRIBUTIONS AND REDEMPTIONS.............................................73
         ss.8.7.   EMPLOYEE BENEFIT PLANS...............................................................73
         ss.8.8.   NEGATIVE PLEDGES.....................................................................74
         ss.8.9.   BUSINESS ACTIVITIES..................................................................74
         ss.8.10.  TRANSACTIONS WITH AFFILIATES.........................................................74
         ss.8.11.  SUBORDINATED DEBT....................................................................74
         ss.8.12.  FISCAL YEAR..........................................................................75
         ss.8.13.  PERMITTED EQUIPMENT SECURITIZATIONS..................................................75

ss.9.  FINANCIAL COVENANTS..............................................................................75
       ss.9.1.     LEVERAGE RATIO.......................................................................76


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<TABLE>
<CAPTION>

<S>        <C>                                                                                          <C>

       ss.9.2.     SENIOR FUNDED DEBT TO EBITDA........................................................76
       ss.9.3.     INTEREST COVERAGE RATIO.............................................................76
       ss.9.4.     SENIOR DEBT TO TANGIBLE ASSETS......................................................77
       ss.9.5.     CONSOLIDATED NET WORTH..............................................................77
       ss.9.6.     CAPITAL EXPENDITURES................................................................77

ss.10. CLOSING CONDITIONS..............................................................................77
       ss.10.1.    LOAN DOCUMENTS, ETC.................................................................77
       ss.10.2.    CORPORATE ACTION....................................................................77
       ss.10.3.    CERTIFICATE OF SECRETARY; GOOD STANDING CERTIFICATES................................77
       ss.10.4.    VALIDITY OF LIENS...................................................................78
       ss.10.5.    PERFECTION CERTIFICATES AND SEARCH RESULTS..........................................78
       ss.10.6.    CERTIFICATES OF INSURANCE...........................................................78
       ss.10.7.    LEGAL OPINIONS......................................................................78
       ss.10.8.    PAYMENT OF FEES.....................................................................79
       ss.10.9.    CLOSING CERTIFICATE.................................................................79
       ss.10.10.   CONSENTS............................................................................79
       ss.10.11.   SUBORDINATED DEBT DOCUMENTS.........................................................79
       ss.10.12.   EQUITY OFFERING.....................................................................79
       ss.10.13.   MATERIAL ADVERSE CHANGES............................................................79
       ss.10.14.   SOLVENCY CERTIFICATE................................................................79
       ss.10.15.   SEVEN PERCENT CERTIFICATE...........................................................79
       ss.10.16.   INCURRENCE TEST CERTIFICATE.........................................................80

ss.11. CONDITIONS OF ALL LOANS.........................................................................80
       ss.11.1.    REPRESENTATIONS TRUE; NO EVENT OF DEFAULT...........................................80
       ss.11.2.    PERFORMANCE; NO EVENT OF DEFAULT....................................................80
       ss.11.3.    NO LEGAL IMPEDIMENT.................................................................80
       ss.11.4.    GOVERNMENTAL REGULATION.............................................................80
       ss.11.5.    PROCEEDINGS AND DOCUMENTS...........................................................81

ss.12. COLLATERAL SECURITY.............................................................................81

ss.13. EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT......................................81
       ss.13.1.    EVENTS OF DEFAULT AND ACCELERATION..................................................81
       ss.13.2.    TERMINATION OF COMMITMENTS..........................................................85
       ss.13.3.    REMEDIES............................................................................85
       ss.13.4.    DISTRIBUTION OF COLLATERAL PROCEEDS.................................................85

ss.14. SETOFF..........................................................................................86

ss.15. THE ADMINISTRATIVE AGENT........................................................................87
       ss.15.1.    AUTHORIZATION.......................................................................87
       ss.15.2.    EMPLOYEES AND AGENTS................................................................88
       ss.15.3.    NO LIABILITY........................................................................88



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<TABLE>
<CAPTION>

<S>        <C>                                                                                          <C>

       ss.15.4.    NON-RELIANCE ON THE ADMINISTRATIVE AGENT AND OTHER LENDERS..........................88
       ss.15.5.    NO REPRESENTATIONS..................................................................89
                   ss.15.5.1. GENERAL..................................................................89
                   ss.15.5.2. CLOSING DOCUMENTATION, ETC...............................................89
       ss.15.6.    PAYMENTS............................................................................89
                   ss.15.6.1. PAYMENTS TO ADMINISTRATIVE AGENT.........................................89
                   ss.15.6.2. DISTRIBUTION BY ADMINISTRATIVE AGENT.....................................90
                   ss.15.6.3. DELINQUENT LENDERS.......................................................90
       ss.15.7.    HOLDERS OF NOTES, ETC...............................................................91
       ss.15.8.    INDEMNITY...........................................................................91
       ss.15.9.    ADMINISTRATIVE AGENT AS LENDER......................................................91
       ss.15.10.   RESIGNATION.........................................................................91
       ss.15.11.   NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT......................................91
       ss.15.12.   DUTIES IN THE CASE OF ENFORCEMENT...................................................92
       ss.15.13.   DUTIES OF SYNDICATION AGENT AND DOCUMENTATION AGENT.................................92

ss.16. EXPENSE AND INDEMNIFICATION.....................................................................92
       ss.16.1.    EXPENSES............................................................................92
       ss.16.2.    INDEMNIFICATION.....................................................................93
       ss.16.3.    SURVIVAL............................................................................93

ss.17. SURVIVAL OF COVENANTS, ETC......................................................................94

ss.18. ASSIGNMENT AND PARTICIPATION....................................................................94
       ss.18.1.    CONDITIONS TO ASSIGNMENT BY LENDERS.................................................94
       ss.18.2.    CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS; COVENANTS......................95
       ss.18.3.    REGISTER............................................................................96
       ss.18.4.    NEW NOTES...........................................................................96
       ss.18.5.    PARTICIPATIONS......................................................................97
       ss.18.6.    DISCLOSURE..........................................................................97
       ss.18.7.    ASSIGNEE OR PARTICIPANT AFFILIATED WITH A BORROWER..................................97
       ss.18.8.    MISCELLANEOUS ASSIGNMENT PROVISIONS.................................................98
       ss.18.9.    ASSIGNMENT BY BORROWERS.............................................................98

ss.19. PARTIES IN INTEREST.............................................................................98

ss.20. NOTICES, ETC....................................................................................98

ss.21. TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION...................................................99
       ss.21.1.    SHARING OF INFORMATION WITH SECTION 20 SUBSIDIARY...................................99
       ss.21.2.    CONFIDENTIALITY.....................................................................99
       ss.21.3.    PRIOR NOTIFICATION.................................................................100
       ss.21.4.    OTHER..............................................................................100

ss.22. MISCELLANEOUS..................................................................................100

ss.23. ENTIRE AGREEMENT, ETC..........................................................................100

ss.24. WAIVER OF JURY TRIAL...........................................................................101



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<TABLE>
<CAPTION>

<S>        <C>                                                                                          <C>

ss.25. GOVERNING LAW; SUBMISSION TO JURIDICTION.......................................................101

ss.26. SEVERABILITY...................................................................................101

ss.27. CONSENTS, AMENDMENTS, WAIVERS, ETC.............................................................102

ss.28. PARI PASSU TREATMENT...........................................................................103

ss.29. TRANSITIONAL ARRANGEMENTS......................................................................104
       ss.29.1.    PRIOR CREDIT AGREEMENT SUPERSEDED..................................................104
       ss.29.2.    RETURN AND SUBSTITUTION OF NOTES...................................................104
       ss.29.3.    REFERENCE TO AGENT.................................................................104
       ss.29.4.    INTEREST AND FEES UNDER SUPERSEDED AGREEMENT.......................................104

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                              SCHEDULES & EXHIBITS

Exhibit A-1                Form of Revolving Credit Note
Exhibit A-2                Form of Swing Line Note
Exhibit B                  Form of Term Note
Exhibit C                  Form of Loan and Letter of Credit Request
Exhibit D                  Form of Compliance Certificate
Exhibit E                  Form of Assignment and Acceptance
Exhibit F                  Form of Joinder Agreement
Exhibit G                  Terms of Seller Notes

Schedule 1                 Lenders; Addresses; Commitment Percentages
Schedule 2                 Restricted Subsidiaries
Schedule 3                 Unrestricted Subsidiaries
Schedule 4                 Subordinated Seller Notes
Schedule 6.7               Litigation
Schedule 6.14              Employee Benefit Plans
Schedule 6.16              Environmental Matters
Schedule 6.18              Transactions with Affiliates
Schedule 8.1               Existing Indebtedness
Schedule 8.2               Existing Liens
Schedule 8.3               Existing Investments
Schedule 13.1(m)           Rule 13d-3 Shareholders


<PAGE>   9



                           FIFTH AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

         This FIFTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN
AGREEMENT is made as of August 2, 2000 (the "Credit Agreement"), by and among
(a) NATIONSRENT, INC., a Delaware corporation (the "Parent"), and the Restricted
Subsidiaries party hereto (collectively, with the Parent, the "Borrowers"), (b)
FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), a national banking association
having an office at 100 Federal Street, Boston, Massachusetts 02110 (acting in
its individual capacity, "Fleet"), and the other lending institutions which
become parties hereto (collectively, the "Lenders"), (c) FLEET NATIONAL BANK, as
administrative agent for the Lenders (the "Administrative Agent"), (d) BANKERS
TRUST COMPANY, as syndication agent for the Lenders (the "Syndication Agent",
and collectively with the Administrative Agent, the "Agents"), and (e)
SCOTIABANC INC. as documentation agent for the Lenders (the "Documentation
Agent").

         WHEREAS, pursuant to that certain Fourth Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of July 20, 1999, as amended by
Amendment No. 1, dated as of December 30, 1999 and Amendment No. 2, dated as of
April 25, 2000 (as amended, the "Prior Credit Agreement"), Fleet has acted as
administrative agent thereunder, certain of the Term Loan Lenders have made a
term loan and certain of the Revolving Credit Lenders have made revolving credit
loans and otherwise extended credit to the Borrowers for the purposes described
therein; and

         WHEREAS, the Borrowers, the Lenders and the Administrative Agent wish
to amend and restate the Prior Credit Agreement in order to add new Lenders and
replace certain prior lenders, to provide additional financing and to make
certain other changes to the terms and provisions of the Prior Credit Agreement;

         NOW THEREFORE, the Borrowers, the Lenders party hereto and the
Administrative Agent hereby agree that the Prior Credit Agreement is hereby
amended and restated in its entirety and remains in force and effect only as set
forth herein.

         SS.1.  DEFINITIONS AND RULES OF INTERPRETATION.

         SS.1.1. DEFINITIONS. The following terms shall have the meanings set
forth in this ss.1 or elsewhere in the provisions of this Credit Agreement
referred to below:

         ACCOUNTANTS. Arthur Andersen, LLP, or any other independent accounting
firm of national standing, or in connection with acquisitions permitted by
ss.8.4 hereof, regional accounting firms reasonably acceptable to the
Administrative Agent.

         ACCOUNTS PAYABLE. See clause (iv) of the definition of Indebtedness.

         ACQUIRED BUSINESS. See the definition of Consolidated Earnings Before
Interest and Taxes or EBIT.




<PAGE>   10




         ACQUIRED SUBSIDIARY. See ss.8.1(d).

         ADJUSTMENT DATE. The first day of the month immediately following the
month in which a Compliance Certificate is to be delivered by the Borrowers
pursuant to ss.7.4(c).

         ADMINISTRATIVE AGENT. See Preamble.

         AFFECTED LENDER. See ss.5.11(a).

         AFFILIATE. Any Person that would be considered to be an affiliate of
any of the Borrowers under Rule 144(a) of the Rules and Regulations of the SEC,
as in effect on the date hereof if such Borrower were issuing securities.

         AGENTS. Collectively, the Administrative Agent and the Syndication
Agent.

         APPLICABLE BASE RATE MARGIN. With respect to Revolving Credit Loans,
the Applicable Revolver Base Rate Margin, and with respect to the Term Loan, the
Applicable Term Loan Base Rate Margin.

         APPLICABLE COMMITMENT RATE. The applicable rate with respect to the
Commitment Fee as set forth in the Pricing Table.

         APPLICABLE LAWS. See ss.7.10.

         APPLICABLE L/C MARGIN. The applicable margin with respect to Revolving
Credit Loans made at the Eurodollar Rate as set forth in the Pricing Table.

         APPLICABLE REVOLVER BASE RATE MARGIN. The applicable margin with
respect to Revolving Credit Loans made at the Base Rate as set forth in the
Pricing Table.

         APPLICABLE REVOLVER EURODOLLAR MARGIN. The applicable margin with
respect to Revolving Credit Loans made at the Eurodollar Rate as set forth in
the Pricing Table.

         APPLICABLE TERM LOAN BASE RATE MARGIN. The applicable margin with
respect to a Term Loan made at the Base Rate as set forth in the Pricing Table.

         APPLICABLE TERM LOAN EURODOLLAR MARGIN. The applicable margin with
respect to a Term Loan made at the Eurodollar Rate as set forth in the Pricing
Table.

         ASSIGNMENT AND ACCEPTANCE. See ss.18.

         BALANCE SHEET DATE. December 31, 1999.

         BASE RATE. The higher of (a) the variable annual rate of interest so
designated from time to time by Fleet as its "prime rate," such rate being a
reference rate and not necessarily representing the lowest or best rate being
charged to any customer or (b) one-half of one percent (0.5%) above the






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overnight federal funds effective rate, as published by the Board of Governors
of the Federal Reserve System, as in effect from time to time. Changes in the
Base Rate resulting from any changes in Fleet's "prime rate" shall take place
immediately without notice or demand of any kind.

         BASE RATE LOANS. Loans bearing interest calculated by reference to the
Base Rate.

         BASKET LIENS. Permitted Liens under ss.8.2(f).

         BORROWERS. The Parent and any Restricted Subsidiary of the Parent which
as of the date of determination, is a party to this Credit Agreement or,
pursuant to ss.7.16 hereof, is required to be a party to this Credit Agreement.

         BOSTON OFFICE. The Administrative Agent's office located at 100 Federal
Street, Boston, Massachusetts 02110.

         BUSINESS DAY. Any day on which banking institutions in Boston,
Massachusetts, New York, New York and Ft. Lauderdale, Florida are open for the
transaction of banking business.

         CAPITAL ASSETS. Fixed assets, both tangible (such as land, buildings,
fixtures, machinery and equipment) and intangible (such as patents, copyrights,
trademarks, franchises and goodwill); PROVIDED THAT Capital Assets shall not
include (a) any item customarily charged directly to expense or depreciated over
a useful life of twelve (12) months or less in accordance with GAAP, or (b) any
item obtained through an acquisition permitted by ss.8.4 hereof.

         CAPITAL EXPENDITURES. Amounts paid or Indebtedness incurred by the
Borrowers in connection with (i) the purchase or lease of Capital Assets that
would be required to be capitalized and shown on the balance sheet of such
Person in accordance with GAAP or (ii) the lease of any assets by any Borrower
as lessee under any Synthetic Lease to the extent that such assets would have
been Capital Assets had the Synthetic Lease been treated for accounting purposes
as a Capitalized Lease.

         CAPITALIZED LEASES. Leases under which any Borrower is the lessee or
obligor, the discounted future rental payment obligations under which are
required to be capitalized on the balance sheet of the lessee or obligor in
accordance with GAAP.

         CERCLA.  See definition of Release.

         CERTIFIED. With respect to the financial statements of any Person, such
statements as audited by a firm of independent auditors, whose report expresses
the opinion, without qualification, that such financial statements present
fairly the financial position of such Person.

         CFO. See ss.7.4(b).

         CLOSING DATE. The date on which the conditions precedent set forth in
ss.10 are satisfied.





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         CO-ARRANGERS. Deutsche Bank Securities Inc. and FleetBoston Robertson
Stephens Inc.

         CODE. The Internal Revenue Code of 1986, as amended and in effect from
time to time.

         COLLATERAL. All of the property, rights and interests of the Borrowers
that are or are intended to be subject to the security interests created by the
Security Documents.

         COMMITMENT. With respect to each Revolving Credit Lender, the amount
determined by multiplying such Lender's Commitment Percentage by the Total
Commitment specified in ss.2.1 hereof as the amount of such Revolving Credit
Lender's commitment to make Revolving Credit Loans to, to participate in the
making of Swing Line Loans to and to participate in the issuance, extension and
renewal of Letters of Credit for the account of, the Borrowers, as the same may
be reduced or increased in accordance with the terms hereof from time to time;
or if such commitment is terminated pursuant to the provisions hereby, zero.

         COMMITMENT FEE. See ss.5.1(a).

         COMMITMENT PERCENTAGE. With respect to each Revolving Credit Lender,
the percentage set forth beside its name on Schedule 1 (subject to adjustment in
accordance with ss.18) as such Revolving Credit Lender's percentage of the Total
Commitment.

         COMPLIANCE CERTIFICATE.  See ss.7.4(c).

         CONSOLIDATED or CONSOLIDATED. With reference to any term defined
herein, shall mean that term as applied to the accounts of the Borrowers,
consolidated in accordance with GAAP.

         CONSOLIDATED EARNINGS BEFORE INTEREST AND TAXES OR EBIT. For any
period, the actual reported Consolidated Net Income (or Deficit) but without
giving effect to any extraordinary gains or losses (including any gains on
Permitted Equipment Transfers) of the Borrowers, PLUS without duplication and to
the extent that each was deducted in determining Consolidated Net Income (or
Deficit), (a) interest expense for such period, (b) income taxes for such
period, (c) that portion of Rental Expense related to operating leases which
have been permanently recharacterized as Indebtedness in such period, (d) Rental
Expense with respect to the Equipment Securitization Obligations, (e) EBIT of
the businesses acquired by the Parent or any of its Restricted Subsidiaries
(through asset purchases or otherwise) other than Unrestricted Subsidiaries
(each an "Acquired Business") or the Restricted Subsidiaries acquired or formed
during such period other than Unrestricted Subsidiaries (each a "New
Subsidiary") PROVIDED THAT (i) the financial statements of such Acquired
Businesses or New Subsidiaries have been audited for the most recent fiscal year
ended of such Acquired Businesses or New Subsidiaries, or (ii) the
Administrative Agent consents to such inclusion after being furnished with other
acceptable financial statements, and, in each case, a Compliance Certificate and
other reasonably appropriate documentation, in form and substance reasonably
satisfactory to the Administrative Agent, with respect to the historical
operating results and balance sheet of such Acquired Businesses or New








                                      -4-
<PAGE>   13





Subsidiaries (which information to the knowledge of the CFO is correct in all
material respects) are provided to the Administrative Agent, (f) PRO FORMA
expense and cost reductions (i) calculated on a basis consistent with Regulation
S-X promulgated under the Securities Act incurred in connection with any merger,
consolidation or acquisition permitted under ss.9.4.1 or the Prior Credit
Agreement as if such merger, consolidation or acquisition had been consummated
on the first day of the applicable period, as determined in good faith by the
CFO based on reasonable assumptions, and (ii) such other expenses and cost
reductions approved by the Administrative Agent, and (g) actual cash dividends
received from Unrestricted Subsidiaries during such period on or prior to the
date of determination of EBIT.

         CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND
AMORTIZATION OR EBITDA. For any period, EBIT PLUS (a) depreciation expense for
such period and (b) amortization expense relating to intangible assets for such
period, to the extent that each was deducted in determining Consolidated Net
Income (or Deficit), determined in accordance with GAAP, PROVIDED THAT, EBITDA
of Acquired Businesses and New Subsidiaries (plus adjustments as set forth in
the definition of EBIT) shall be included in the calculation of EBITDA (without
duplication).

         CONSOLIDATED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION,
AMORTIZATION AND RENT OR EBITDAR. For any period of the Borrowers, an amount
equal to the sum of (a) EBITDA for such period, PLUS (b) to the extent deducted
in computing Consolidated Net Income (or Deficit), Rental Expense (without
duplicating any adjustments set forth in the definition of EBIT).

         CONSOLIDATED NET INCOME (OR DEFICIT). The consolidated net income (or
deficit) of the Borrowers after deduction of all expenses, taxes, and other
proper charges, determined in accordance with GAAP.

         CONSOLIDATED NET WORTH. The excess of Consolidated Total Assets over
Consolidated Total Liabilities, LESS, to the extent otherwise includable in the
computation of Consolidated Net Worth, any subscriptions receivable.

         CONSOLIDATED TANGIBLE ASSETS. The net book value of all accounts
receivable, inventory, Rental Equipment, other property, plants and equipment
(including titled equipment) of the Borrowers in which the Administrative Agent
for the benefit of the Lenders and the Administrative Agent has a first priority
perfected security interest (other than in Real Property and titled equipment
unless required by ss.7.19), and which in any case are subject to no other
liens, encumbrances, restrictions (including restrictions otherwise permitted
under ss.8.8) or other security interests of any kind (other than Permitted
Liens under ss.ss.8.2(a) through (e) and (g) only), determined on a consolidated
basis in accordance with GAAP.

         CONSOLIDATED TOTAL ASSETS. The sum of (i) all assets ("consolidated
balance sheet assets") of the Borrowers determined on a consolidated basis in
accordance with GAAP, PLUS (ii) without duplication, all assets leased by
Borrowers as lessee under any Synthetic Lease to the extent that such assets
would have been consolidated balance sheet assets had the Synthetic Lease been
treated for accounting purposes as a Capitalized Lease, PLUS (iii) without






                                      -5-
<PAGE>   14



duplication, all sold receivables referred to in clause (vii) of the definition
of the term "Indebtedness" to the extent that such receivables would have been
consolidated balance sheet assets had they not been sold, PLUS (iv) without
duplication, equipment, inventory and related assets financed by the Borrowers
or ES SPV in connection with Permitted Equipment Securitizations to the extent
that such equipment, inventory and related assets would have been consolidated
balance sheet assets had they not been financed.

         CONSOLIDATED TOTAL INTEREST EXPENSE. For any period, the aggregate
amount of interest expense calculated and reported in accordance with GAAP,
whether paid or accrued, by the Borrowers during such period on all Indebtedness
of the Borrowers outstanding during all or any part of such period, whether such
interest was or is required to be reflected as an item of expense or
capitalized, including payments consisting of interest in respect of any
Capitalized Lease or any Synthetic Lease and including commitment fees, agency
fees, facility fees, and balance deficiency fees, but excluding non-cash charges
for amortized financing costs (such as closing fees and similar fees or
expenses) arising in connection with the establishment of financing arrangements
including this Credit Agreement (or prior credit agreements) and other similar
Funded Debt of the Borrowers permitted pursuant to ss.8.1.

         CONSOLIDATED TOTAL LIABILITIES. All liabilities of the Borrowers
determined on a consolidated basis in accordance with GAAP and classified as
such on the consolidated balance sheet of the Borrowers, PLUS (without
duplication in all cases) Indebtedness with respect to Synthetic Leases,
calculated in the manner set forth in the definition of "Indebtedness," and all
Equipment Securitization Obligations.

         CREDIT AGREEMENT. This Fifth Amended and Restated Revolving Credit and
Term Loan Agreement, including the Schedules and Exhibits hereto, as amended and
in effect from time to time.

         DEFAULT.  See ss.13.

         DELINQUENT LENDER.  See ss.15.6.3.

         DISPOSAL (or DISPOSED).  See definition of Release.

         DISTRIBUTION. The declaration or payment of any dividend or
distribution on or in respect of any shares of any class of capital stock, any
partnership interests or any membership interests of any Person (other than
dividends or other distributions payable solely in shares of common stock,
partnership interests or membership units of such Person, as the case may be);
the purchase, redemption, or other retirement (but only to the extent of
consideration paid by such Person in exchange for such retirement) of any shares
of any class of capital stock, partnership interests or membership units of such





                                      -6-
<PAGE>   15





Person, directly or indirectly through a Subsidiary (other than an Unrestricted
Subsidiary) or otherwise; the return of equity capital by any Person to its
shareholders, partners or members as such; or any other distribution on or in
respect of any shares of any class of capital stock, partnership interest or
membership unit of such Person.

         DOCUMENTATION AGENT. See Preamble.

         DOLLARS or $. Dollars in lawful currency of the United States of
America.

         DRAWDOWN DATE. The date on which any Loan is made or is to be made, and
the date on which any Loan is converted or continued in accordance with
ss.ss.2.5 or 4.6.2, the date that any draft or other form of demand for payment
is honored with respect to a Letter of Credit.

         DUE DILIGENCE SUMMARY. See ss.8.4.1(b)(ii).

         EBIT. See definition of Consolidated Earnings Before Interest and
Taxes.

         EBITDA. See definition of Consolidated Earnings Before Interest, Taxes,
Depreciation and Amortization.

         EBITDAR. See definition of Consolidated Earnings Before Interest,
Taxes, Depreciation, Amortization and Rent.

         ELIGIBLE ASSIGNEE. Any of (i) a commercial bank organized under the
laws of the United States, or any State thereof or the District of Columbia, and
having total assets in excess of $1,000,000,000; (ii) a savings and loan
association or savings bank organized under the laws of the United States, or
any State thereof or the District of Columbia, and having a net worth of at
least $100,000,000, calculated in accordance with generally accepted accounting
principles; (iii) an Eligible Foreign Bank (iv) any Lender and any affiliate of
any Lender and any fund that invests in loans and is managed by such Lender or
by the same investment advisor of such Lender or by an affiliate of such
investment advisor (and treating all such funds so managed as a single Eligible
Assignee); and (v) any other bank, insurance company, commercial finance company
or other financial institution or fund approved by the Administrative Agent,
such approval not to be unreasonably withheld.

         ELIGIBLE FOREIGN BANK. (a) Any commercial bank organized under the laws
of any other country which is a member of the Organization for Economic
Cooperation and Development (the "OECD"), or a political subdivision of any such
country, PROVIDED THAT such bank is acting through a branch or agency located in
the Cayman Islands, in the country in which it is organized or another country
which is also a member of the OECD; or (b) the central bank of any country which
is a member of the OECD.

         EMPLOYEE BENEFIT PLAN. Any employee benefit plan within the meaning of
ss.3(3) of ERISA maintained or contributed to by any Borrower or any ERISA
Affiliate, other than a Guaranteed Pension Plan or a Multiemployer Plan.







                                      -7-
<PAGE>   16



         ENVIRONMENTAL LAWS. See ss.6.16(a).

         EPA. See ss.6.16(b).

         EQUIPMENT SECURITIZATION. Any transaction or series of related
transactions (including extensions and increases in the amount of financing)
providing for transfer by a Borrower or a third-party to, and/or the financing
by, the ES SPV and/or the financing by the Parent of, equipment, inventory, and
related assets through one or more structured financings of the equipment,
inventory, and related assets.

         EQUIPMENT SECURITIZATION L/C. A Letter of Credit issued hereunder as
credit support for Equipment Securitization Obligations in a stated amount of
not more than fifteen percent (15%) of the Equipment Securitization Obligations.

         EQUIPMENT SECURITIZATION OBLIGATIONS. With respect to any Equipment
Securitization, the aggregate principal amount of the obligations of the ES SPV
with respect to the investment or claim held at any time by all purchasers,
assignees or transferees of (or interests in) or holders of obligations that are
supported or secured by equipment, inventory or related assets of, or for which
there is other recourse against, the ES SPV or the Borrowers.

         ERISA. The Employee Retirement Income Security Act of 1974, as amended
and in effect from time to time.

         ERISA AFFILIATE. Any Person which is treated as a single employer with
any Borrower under ss.414 of the Code.

         ERISA REPORTABLE EVENT. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of ss.4043 of ERISA and the regulations
promulgated thereunder.

         ES SPV. A trust, bankruptcy remote entity or other special purpose
entity which is an Unrestricted Subsidiary of the Parent and which is formed for
the purpose of, and engages in no material business other than, acting as a
lender, lessor, issuer or depositor in an Equipment Securitization.

         EURODOLLAR BUSINESS DAY. Any Business Day on which dealings in foreign
currency and exchange are carried on among banks in London, England or such
other eurodollar interbank market as may be selected by the Administrative Agent
and approved by the Majority Lenders.

         EURODOLLAR INTEREST DETERMINATION DATE. For any Interest Period, the
date two (2) Eurodollar Business Days prior to the first day of such Interest
Period.

         EURODOLLAR LOANS. Loans bearing interest calculated by reference to the
Eurodollar Rate.





                                      -8-
<PAGE>   17




         EURODOLLAR OFFERED RATE. The rate per annum at which deposits of
dollars are offered to the Administrative Agent by prime banks in the London
interbank market or other eurodollar interbank market as may be selected by the
Administrative Agent and approved by the Majority Lenders, at or about 11:00
a.m. local time in such interbank market, on the Eurodollar Interest
Determination Date, for a period equal to the requested Interest Period in an
amount substantially equal to the principal amount requested to be loaned at or
converted to a rate based on the Eurodollar Rate.

         EURODOLLAR RATE. The rate per annum, rounded upwards to the nearest
1/16 of 1%, determined by the Administrative Agent with respect to an Interest
Period in accordance with the following formula:

                  Eurodollar Rate =  EURODOLLAR OFFERED RATE
                                     -----------------------
                                        1-Reserve Rate

         EVENT OF DEFAULT.  See ss.13.

         EXCESS CASH FLOW. EBITDA MINUS, with respect to the Borrowers (but not
the Unrestricted Subsidiaries unless otherwise noted), without duplication, (a)
(i) cash taxes, (ii) permitted Investments under ss.ss.8.3(j) - (l), (iii) to
the extent included in the calculation of EBITDA, gains on asset sales
(including Rental Equipment), (iv) Capital Expenditures of the Borrowers and ES
SPV (including the purchase of Rental Equipment, but excluding Rental Equipment
acquired through acquisitions permitted by ss.8.4 hereof or acquired through a
Permitted Equipment Transfer and excluding Capital Expenditures financed by
Capitalized Leases), (v) voluntary prepayments under ss.2.11 to the extent the
Total Commitment is permanently reduced by the amount of such prepayments
pursuant to ss.2.2, (vi) mandatory prepayments of the Term Loan and the Total
Commitment by the amount of such prepayments pursuant to ss.4.4 (other than the
prepayment to be made under ss.4.4.2(b)), (vii) Consolidated Total Interest
Expense, (viii) Capitalized Lease payments (excluding the interest portion
included in Consolidated Total Interest Expense), (ix) cash payments made with
respect to acquisitions permitted under ss.8.4.1 or by consent of the Majority
Lenders, (x) principal payments with respect to Indebtedness (excluding any
payments under clause (viii) above), (xi) increases in working capital, and
(xii) Rental Expense with respect to Permitted Equipment Securitizations; PLUS
with respect to the Borrowers (but not the Unrestricted Subsidiaries unless
otherwise noted), without duplication, (b) (i) decreases in working capital,
(ii) asset sales proceeds (including proceeds from the sale of Rental Equipment
other than sales related to an Equipment Securitization) less reasonable selling
expenses unless such proceeds are committed within 120 days of the fiscal year
end to be used to purchase Rental Equipment, (iii) losses on asset sales
(including Rental Equipment) to the extent deducted in the calculation of
EBITDA, and (iv) cash dividends received by the Borrowers from the ES SPV.

         FEE LETTER.  See ss.10.8.

         FLEET.  See Preamble.







                                      -9-
<PAGE>   18





         FUNDED DEBT. Consolidated Indebtedness of the Borrowers for borrowed
money, every obligation of such Person issued or assumed as the deferred
purchase price of assets or services (including securities repurchase agreements
but excluding Accounts Payable), and guarantees of such Indebtedness, recorded
on the consolidated balance sheet of the Borrowers, including reimbursement
obligations of the Borrowers with respect to letters of credit which are due and
owing and the amount of any Indebtedness of such Persons for Capitalized Leases
which corresponds to principal and, to the extent not included above, all
outstanding Equipment Securitization Obligations.

         GENERALLY ACCEPTED ACCOUNTING PRINCIPLES OR GAAP. (i) When used in
ss.9, whether directly or indirectly through reference to a capitalized term
used therein, means (A) principles that are consistent with the principles
promulgated or adopted by the Financial Accounting Standards Board and its
predecessors, in effect for the fiscal year ended on the Balance Sheet Date, and
(B) to the extent consistent with such principles, the accounting practice of
the Borrowers reflected in their financial statements for the year ended on the
Balance Sheet Date, and (ii) when used in general, other than as provided above,
means principles that are (A) consistent with the principles promulgated or
adopted by the Financial Accounting Standards Board and its predecessors, as in
effect from time to time, and (B) consistently applied with past financial
statements of the Borrowers adopting the same principles, provided that in each
case referred to in this definition of "generally accepted accounting
principles" a certified public accountant would, insofar as the use of such
accounting principles is pertinent, be in a position to deliver an unqualified
opinion (other than a qualification regarding changes in generally accepted
accounting principles) as to financial statements in which such principles have
been properly applied.

         GUARANTEED PENSION PLAN. Any employee pension benefit plan within the
meaning of ss.3(2) of ERISA maintained or contributed to by any Borrower or any
ERISA Affiliate, the benefits of which are guaranteed on termination in full or
in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

         HAZARDOUS SUBSTANCES.  See ss.6.16(b).

         INDEBTEDNESS. As to any Person and whether recourse is secured by or is
otherwise available against all or only a portion of the assets of such Person
and whether or not contingent, but without duplication:

                  (i)  every obligation of such Person for money borrowed,

                  (ii) every obligation of such Person evidenced by bonds,
         debentures, notes or other similar instruments, including obligations
         incurred in connection with the acquisition of property, assets or
         businesses,

                  (iii) every reimbursement obligation and contingent obligation
         of such Person with respect to letters of credit or similar facilities
         issued for the account of such Person,








                                      -10-
<PAGE>   19




                  (iv) every obligation of such Person issued or assumed as the
         deferred purchase price of property or services (including securities
         repurchase agreements but excluding unsecured trade accounts payable or
         accrued liabilities arising in the ordinary course of business which
         are not overdue in accordance with their terms or the Borrowers' normal
         or ordinary business practices, PROVIDED that if such payment terms
         exceed 180 days, the terms shall be equivalent in all material respects
         to the Borrowers' customary terms for ordinary trade payables due
         within 90 days) or which are being contested in good faith ("Accounts
         Payable")),

                  (v) every obligation of such Person under any Capitalized
         Lease,

                  (vi) every obligation of such Person under any Synthetic Lease
         and any Equipment Securitization Obligations,

                  (vii) all sales by such Person of (A) accounts or general
         intangibles for money due or to become due, (B) chattel paper,
         instruments or documents creating or evidencing a right to payment of
         money or (C) other receivables, whether pursuant to a purchase facility
         or otherwise, other than in connection with the disposition of the
         business operations of such Person relating thereto, the disposition of
         assets or Rental Equipment pursuant to ss.8.4.2 or a disposition of
         defaulted receivables for collection and not as a financing
         arrangement, and together with any obligation of such Person to pay any
         discount, interest, fees, indemnities, penalties, recourse, expenses or
         other amounts in connection therewith,

                  (viii) every obligation of such Person (an "equity related
         purchase obligation") to purchase, redeem, retire or otherwise acquire
         for value any shares of capital stock of any class issued by such
         Person, any warrants, options or other rights to acquire any such
         shares, or any rights measured by the value of such shares, warrants,
         options or other rights which obligations may be required to be
         exercised prior to the Term Loan Maturity Date,

                  (ix)  every obligation of such Person under any Swap Contract,

                  (x) every obligation in respect of Indebtedness of any other
         entity (including any partnership in which such Person is a general
         partner) to the extent that such Person is liable therefor as a result
         of such Person's ownership interest in or other relationship with such
         entity, except to the extent that the terms of such Indebtedness
         provide that such Person is not liable therefor and such terms are
         enforceable under applicable law, and

                  (xi) every obligation, contingent or otherwise, of such Person
         guaranteeing, or having the economic effect of guaranteeing or
         otherwise acting as surety for, any obligation of a type described in
         any of clauses (i) through (x) (the "primary obligation") of another
         Person (the "primary obligor"), in any manner, whether directly or
         indirectly, and including, without limitation, any obligation of such







                                      -11-
<PAGE>   20




         Person (A) to purchase or pay (or advance or supply funds for the
         purchase of) any security for the payment of such primary obligation,
         (B) to purchase property, securities or services for the purpose of
         assuring the payment of such primary obligation, or (C) to maintain
         working capital, equity capital or other financial statement condition
         or liquidity of the primary obligor so as to enable the primary obligor
         to pay such primary obligation.

         The "amount" or "principal amount" of any Indebtedness at any time of
determination represented by (v) any Indebtedness, issued at a price that is
less than the principal amount at maturity thereof, shall be the amount of the
liability in respect thereof determined in accordance with GAAP, (w) any
Capitalized Lease shall be the principal component of the aggregate of the
rentals obligation under such Capitalized Lease payable over the term thereof
that is not subject to termination by the lessee, (x) any sale of receivables,
shall be the amount of unrecovered capital or principal investment of the
purchaser (other than the Borrowers) thereof, excluding amounts representative
of yield or interest earned on such investment, (y) any Synthetic Lease shall be
the stipulated loss value, termination value or other equivalent amount and (z)
any equity related purchase obligation shall be the maximum fixed redemption or
purchase price thereof inclusive of any accrued and unpaid dividends to be
comprised in such redemption or purchase price.

         INELIGIBLE SECURITIES. Securities which may not be underwritten or
dealt in by member banks of the Federal Reserve System under Section 16 of the
Banking Act of 1993 (12 U.S.C. ss.24, Seventh), as amended.

         INTERCREDITOR AGREEMENT. An agreement among the Administrative Agent,
the Borrowers and the ES SPV, in form and substance satisfactory to the Agents,
relating to an Equipment Securitization and setting forth certain intercreditor
arrangements regarding the relative priority of security interests and available
remedies, cross defaults and other related matters.

         INTEREST PERIOD. With respect to each Eurodollar Loan:

                  (a) initially, the period commencing on the date of the making
of a Eurodollar Loan or the conversion from a Base Rate Loan into a Eurodollar
Loan and ending one (1), two (2), three (3), six (6) or, if available and
allowed by all Lenders making or converting such Loan, twelve (12) months
thereafter, as selected by the Borrowers in a Loan and Letter of Credit Request;
and

                  (b) thereafter, each subsequent Interest Period shall begin on
the last day of the preceding Interest Period and shall end one (1), two (2),
three (3), six (6) or, if available and allowed by all Lenders making or
converting such Loan, twelve (12) months thereafter, as selected by the
Borrowers in a Loan and Letter of Credit Request;

PROVIDED, HOWEVER, that whenever the first day of any Interest Period occurs on
a day of an initial calendar month for which there is no numerically
corresponding day in the calendar month that succeeds such initial calendar







                                      -12-
<PAGE>   21




month by the number of months equal to the number of months in such Interest
Period, such Interest Period shall end on the last Business Day of such
succeeding calendar month.

         INTERNATIONAL STANDBY PRACTICES. With respect to any standby Letter of
Credit, International Standby Practices (ISP98) as promulgated by the Institute
of International Banking Law & Practice, Inc., or any successor code of standby
letter of credit practices among banks adopted by the Administrative Agent in
the ordinary course of its business as a standby letter of credit issuer and in
effect at the time of issuance of such Letter of Credit.

         ISSUANCE FEE.  See ss.5.1(b).

         ISSUING BANK(S). With respect to Letters of Credit for the account of
the Borrowers, Fleet, and any other Lender acceptable to the Administrative
Agent and the Borrowers.

         JOINDER AGREEMENT.  See ss.7.16(a).

         LEASE. Any lease, master lease, sublease, chattel paper, installment
sales agreement or rental agreement (including progress payment authorizations),
including any and all schedules, supplements and amendments thereto and
modifications thereof.

         LENDERS. The Revolving Credit Lenders and/or Term Loan Lenders, as
applicable.

         LESSEE. The lessee under a Lease.

         LETTERS OF CREDIT. Standby Letters of Credit issued or to be issued by
the Issuing Bank under ss.3 hereof for the account of the Borrowers.

         LETTER OF CREDIT APPLICATIONS. Letter of Credit Applications in such
form as may be agreed upon by the Borrowers and the Issuing Bank from time to
time which are entered into pursuant to ss.3 hereof, as such Letter of Credit
Applications are amended, varied or supplemented from time to time; provided,
however, in the event of any conflict or inconsistency between the terms of any
Letter of Credit Application and this Credit Agreement, the terms of this Credit
Agreement shall control.

         LETTER OF CREDIT FEE. See ss.5.1(b).

         LETTER OF CREDIT PARTICIPATION. See ss.3.1(b).

         LOAN AND LETTER OF CREDIT REQUEST. SEE ss.2.6.

         LOAN DOCUMENTS. This Credit Agreement, the Joinder Agreement(s), the
Notes, the Letter of Credit Applications, the Letters of Credit, the Security
Documents and Fee Letter, each as amended and in effect from time to time.








                                      -13-
<PAGE>   22



         LOAN PERCENTAGE(S). With respect to each Lender as of a particular
date, such Lender's portion of and participating interests in (calculated as a
percentage) the sum of (i) the outstanding principal amount of the Revolving
Credit Loans on such date, (ii) the outstanding principal amount of the Term
Loan on such date, (iii) the outstanding principal amount of the Swing Line
Loans on such date, (iv) the uncollateralized Maximum Drawing Amount of Letters
of Credit and any unpaid Reimbursement Obligations on such date and, (v) with
respect to the definition of Majority Lenders and ss.15.8 only, the unused
Commitments on such date.

         LOANS. Revolving Credit Loans, Swing Line Loans and the Term Loan made
or to be made by the Lenders to the Borrowers hereunder.

         LOWE'S STORE. Any permanent store or site from which any of the
Borrowers offer Rental Equipment for rent to the public that is located in or
adjacent to a home improvement/construction supply store owned or operated,
directly or indirectly, by Lowe's Companies, Inc.

         MAJORITY CONSENT. See ss.8.4.1(a).

         MAJORITY LENDERS. As of any date, the Lenders whose aggregate
percentages constitute at least fifty-one percent (51%) of the Loan Percentages,
provided that for purposes of this definition "Lender" shall not include any
Delinquent Lender until such Delinquent Lender is no longer deemed a Delinquent
Lender under ss.15.6.3.

         MAXIMUM DRAWING AMOUNT. The maximum aggregate amount at any time of
determination that the beneficiaries may draw under outstanding Letters of
Credit, as such aggregate amount may be reduced from time to time pursuant to
terms of the Letters of Credit.

         MULTIEMPLOYER PLAN. Any multiemployer plan within the meaning of
ss.3(37) of ERISA maintained or contributed to by any Borrower or any ERISA
Affiliate.

         NET CASH PROCEEDS. With respect to any Subordinated Debt Offering, the
excess of the gross cash proceeds received by such Person from such Subordinated
Debt Offering after deduction of reasonable and customary transaction expenses
(including without limitation, underwriting discounts and commissions) actually
incurred in connection with the Subordinated Debt Offering.

         NEW EQUITY OFFERING. See ss.10.12.

         NEW SUBSIDIARY. See the definition of EBIT.

         NOTES. The Revolving Credit Notes, Swing Line Note and Term Notes.

         OBLIGATIONS. All indebtedness, obligations and liabilities of the
Borrowers to any of the Lenders, the Administrative Agent or the Issuing Bank,
individually or collectively, existing on the date of this Credit Agreement or
arising thereafter, direct or indirect, joint or several, absolute or
contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise, arising or






                                      -14-
<PAGE>   23



incurred under this Credit Agreement or any of the other Loan Documents, or
under any Swap Contract (but only to the extent such indebtedness, obligations,
or liabilities under such Swap Contract become due and owing during the term of
this Credit Agreement) between the Borrowers and any Person who was a Lender at
the time of the making of such Swap Contract, or in respect of any of the Loans
made or Reimbursement Obligations incurred or any of the Letter of Credit
Applications, the Letters of Credit, the Notes or any other instrument at any
time evidencing any thereof.

         OUTSTANDING or OUTSTANDING. With respect to the Loans, the aggregate
unpaid principal thereof as of any date of determination.

         PBGC. The Pension Benefit Guaranty Corporation created by ss.4002 of
ERISA and any successor entity or entities having similar responsibilities.

         PERFECTION CERTIFICATES. The Perfection Certificates as defined in the
Security Agreement, and any quarterly updates thereof provided to the
Administrative Agent.

         PERMITTED EQUIPMENT SECURITIZATION. An Equipment Securitization in
respect of which:

         (a) the Equipment Securitization Obligations are non-recourse to the
Borrowers other than to the extent permitted under ss.8.1(l) hereof,

         (b) in the case of a sale or other disposition by a Borrower of
equipment, inventory or related assets of such Borrower to the ES SPV party to
such Equipment Securitization, the Borrower receives cash at least equal to the
greater of 100% of (i) the net book value or (ii) the fair market value of such
assets and the Administrative Agent's security interest under the Security
Documents attaches to whatever cash or other assets are or are to be received by
the Borrower in exchange for such sale or other disposition,

         (c) in the case of a financing by the ES SPV secured by equipment,
inventory or related assets of a Borrower, the financing terms are no less
favorable to the Borrower than obtainable on an arm's length basis with a third
party lender that is not an Affiliate of the Borrower and the Administrative
Agent's security interest under the Security Documents attaches to whatever cash
or other assets are or are to be received by the Borrower in exchange for the
incurrence of the related financing obligations,

         (d) in the case of a lease to a Borrower by the ES SPV of equipment,
inventory or related assets, the terms are no less favorable than obtainable on
an arm's length basis with a third party lessor that is not an Affiliate of the
Borrower and the Administrative Agent's security interest under the Security
Documents attaches to the Borrower's leasehold interest therein,

         (e) no lien is granted by a Borrower to the ES SPV on or in (i) any
rental contracts with third parties relating to any lease or sublease by the







                                      -15-
<PAGE>   24



Borrower as lessor or sublessor of any equipment, inventory or related assets
transferred to or financed by the ES SPV or (ii) any proceeds thereof,

         (f) the Borrower party to the Equipment Securitization and the ES SPV
have entered into an Intercreditor Agreement with the Administrative Agent and
the Administrative Agent's security interests under the Security Documents
attach, subject to the Intercreditor Agreement, to such interests, rights and
assets as may be required by the Agents, and

         (g) the terms and conditions are otherwise acceptable to the Agents
(including, without limitation, a determination as to which assets may be sold
or transferred as part of such Equipment Securitization).

         PERMITTED EQUIPMENT SECURITIZATION LIENS. (a) Any lien upon any assets
or rights of the ES SPV, (b) liens on the equipment, inventory or related assets
of the Borrowers, subject to an Intercreditor Agreement and on the stock (or
other equity interests) of the ES SPV granted, in each case, pursuant to a
Permitted Equipment Securitization, and (c) any assignment of, lien on, or other
security interest in any lease between the Borrowers, as lessees, and the ES
SPV, as lessor (but not on any leases or rental contracts or related lease
payment rights or receivables between any of the Borrowers, as lessors or
sublessors, and rental customers) pursuant to a Permitted Equipment
Securitization.

         PERMITTED EQUIPMENT TRANSFER. In connection with a Permitted Equipment
Securitization, any sale, assignment, pledge or other transfer by such Borrower
of equipment, inventory or related assets (but which shall not include the
rental contracts with third parties and the proceeds thereof related to any such
equipment, inventory or related assets) to the ES SPV.

         PERMITTED LIENS.  See ss.8.2.

         PERSON. Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any
governmental agency or political subdivision thereof.

         PLEDGE AGREEMENTS. The Amended and Restated Pledge Agreements among the
Borrowers that are pledgors thereunder and the Administrative Agent, as amended
and in effect from time to time, pursuant to which 100% of the capital stock or
equity interests of each Borrower (other than the Parent) is pledged to the
Administrative Agent for the benefit of the Lenders as security for all the
Obligations.

         PRICING RATIO. As of the end of any fiscal quarter of the Borrowers
commencing with the fiscal quarter ending June 30, 2000, the ratio of (a) Funded
Debt as at the end of such quarter to (b) EBITDA for the period of four (4)
consecutive fiscal quarters ending on such date.






                                      -16-
<PAGE>   25




         PRICING TABLE:
<TABLE>
<CAPTION>

---------- ------------------------ --------------- ------------ -------------- -------------- --------------
                                      APPLICABLE    APPLICABLE    APPLICABLE     APPLICABLE     APPLICABLE
  LEVEL         PRICING RATIO          REVOLVER      REVOLVER     COMMITMENT     EURODOLLAR      BASE RATE
                                      EURODOLLAR     BASE RATE       RATE         TERM LOAN     TERM MARGIN
                                        MARGIN        MARGIN      (PER ANNUM)      MARGIN       (PER ANNUM)
                                     (PER ANNUM)    (PER ANNUM)                  (PER ANNUM)
---------- ------------------------ --------------- ------------ -------------- -------------- --------------
<S>            <C>                    <C>            <C>          <C>             <C>            <C>
    1          Less than 2.50x          1.75%          0.50%        0.375%          3.25%          2.00%
---------- ------------------------ --------------- ------------ -------------- -------------- --------------
    2       Greater than or equal       2.00%          0.75%        0.375%          3.25%          2.00%
             to 2.50:1 but less
                 than 3.00:1
---------- ------------------------ --------------- ------------ -------------- -------------- --------------
    3       Greater than or equal       2.25%          1.00%        0.375%          3.50%          2.25%
             to 3.00:1 but less
                 than 3.50:1
---------- ------------------------ --------------- ------------ -------------- -------------- --------------
    4       Greater than or equal       2.50%          1.25%        0.500%          3.50%          2.25%
             to 3.50:1 but less
                 than 4.00:1
---------- ------------------------ --------------- ------------ -------------- -------------- --------------
    5       Greater than or equal       2.75%          1.50%        0.500%          3.50%          2.25%
                  to 4.00:1
---------- ------------------------ --------------- ------------ -------------- -------------- --------------

</TABLE>



         For each period commencing on an Adjustment Date through the date
immediately preceding the next Adjustment Date (each a "Rate Adjustment
Period"), the applicable margin shall be the margin set forth above with respect
to the Pricing Ratio, determined for the period ending on the fiscal quarter-end
immediately preceding the applicable Rate Adjustment Period.

         Notwithstanding the foregoing, (a) if the Borrowers fail to deliver any
Compliance Certificate in accordance with ss.7.4(c) hereof, then, for the period
commencing on the next Adjustment Date to occur subsequent to such failure
through the date immediately following the date on which such Compliance
Certificate is delivered, the applicable margin shall be the highest rate set
forth above, subject to adjustment prospectively upon actual receipt of such
Compliance Certificate, and (b) the pricing during the period from the Closing
Date until receipt of the Compliance Certificate for the fiscal year ended
December 31, 2000 shall be Level 5 of the Pricing Table.

         PRIOR CREDIT AGREEMENT. See Preamble.

         RATE ADJUSTMENT PERIOD. See the definition of Pricing Table.

         RCRA. See definition of Release.

         REAL PROPERTY. All real property heretofore, now, or hereafter owned or
leased (as lessee or sublessee) by any Borrowers.

         REDUCTION AMOUNT. See ss.8.13.

         REGISTER. See ss.18.3.

         REIMBURSEMENT OBLIGATION. The Borrowers' joint and several obligations
to reimburse the Issuing Bank and the Revolving Credit Lenders on account of any
drawing under any Letter of Credit as provided in ss.3.2.

         RELEASE. Shall have the meaning specified in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42







                                      -17-
<PAGE>   26





U.S.C. ss.ss.9601 ET SEQ. ("CERCLA") and the term "DISPOSAL" (OR "DISPOSED")
shall have the meaning specified in the Resource Conservation and Recovery Act
of 1976, 42 U.S.C. ss.ss.6901 ET SEQ. ("RCRA") and regulations promulgated
thereunder; PROVIDED THAT in the event either CERCLA or RCRA is amended so as to
amend the meaning of any term defined thereby, such amended meaning shall apply
as of the effective date of such amendment and PROVIDED FURTHER, to the extent
that the laws of a state wherein the property lies establishes a meaning for
"Release" or "Disposal" which is broader than specified in either CERCLA or
RCRA, such broader meaning shall apply.

         REPLACED LENDER. See ss.5.11(b).

         RENTAL EQUIPMENT. With respect to any Borrower, all goods, inventory
and equipment held for rental by such Borrower in the ordinary course of
business and all goods, inventory and equipment held for sale by such Borrower
in the ordinary course of business.

         RENTAL EXPENSE. All payments and rental charges made by any of the
Borrowers during any applicable fiscal period with respect to operating leases
for Rental Equipment (including, but not limited to, operating leases with
respect to Equipment Securitization Obligations).

         REQUIRED REVOLVING CREDIT LENDERS. As of any date, the Revolving Credit
Lenders whose aggregate Commitments constitute at least fifty-one percent (51%)
of the Total Commitment, or if the Commitments have been terminated, at least
fifty-one percent (51%) of the sum of the Revolving Credit Loans outstanding
PLUS participating interests in the Maximum Drawing Amounts of Letters of Credit
outstanding PLUS Swing Line Loans outstanding PLUS unpaid Reimbursement
Obligations in respect of Letters of Credit outstanding.

         REPLACEMENT LENDER. See ss.5.11.

         REPLACEMENT NOTICE. See ss.5.11.

         RESERVE RATE. The rate, expressed as a decimal, at which the Lenders
would be required to maintain reserves under Regulation D of the Board of
Governors of the Federal Reserve System (or any subsequent or similar regulation
relating to such reserve requirements) against "Eurocurrency Liabilities" (as
such term is defined in Regulation D), or against any other category of
liabilities which might be incurred by the Lenders to fund Eurodollar Loans, if
such liabilities were outstanding. The Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in the Reserve Rate.

         RESTRICTED SUBSIDIARIES. Collectively, all Subsidiaries of the Parent
which are not Unrestricted Subsidiaries.

         REVOLVING CREDIT LENDERS. Each of the Lenders holding a Commitment as
set forth on SCHEDULE 1 hereto and any other Person who becomes an assignee of
any rights and obligations of a Revolving Credit Lender pursuant to ss.18.






                                      -18-
<PAGE>   27




         REVOLVING CREDIT LOANS. Revolving Credit Loans advanced to the
Borrowers pursuant to ss.2.1.

         REVOLVING CREDIT MATURITY DATE. July 20, 2004, or such earlier date on
which the Obligations become due and owing.

         REVOLVING CREDIT NOTES. See ss.2.3.

         SEC. The Securities and Exchange Commission or any successor thereto.

         SECTION 20 SUBSIDIARY. A Subsidiary of the bank holding company
controlling any Lender, which Subsidiary has been granted authority by the
Federal Reserve Board to underwrite and deal in certain Ineligible Securities.

         SECURITIES ACT. The Securities Act of 1933, as amended.

         SECURITY AGREEMENT. The Amended and Restated Security Agreement, dated
as of the Closing Date, among the Borrowers and the Administrative Agent, as
supplemented, amended and effective from time to time.

         SECURITY DOCUMENTS. The Security Agreement, the Pledge Agreements, and
any other instruments and documents, including, without limitation, Uniform
Commercial Code financing statements, required to be executed or delivered
pursuant to any Security Document or evidencing or perfecting the Administrative
Agent's lien on the assets of the Borrowers for the benefit of the Lenders.

         SELLER NOTES. See the definition of Subordinated Debt.

         SENIOR FUNDED DEBT. At any time of determination, the result of Funded
Debt MINUS the aggregate principal amount of Subordinated Debt outstanding as of
such date.

         SENIOR SUBORDINATED INDENTURE. The Indenture, dated as of December 11,
1998, among the Parent, certain Subsidiaries of the Parent and The Bank of New
York, as trustee, in the form delivered to the Administrative Agent prior to the
Closing Date.

         SENIOR SUBORDINATED NOTES. The 10 3/8% Senior Subordinated Notes due
2008 issued by the Parent, or to be issued by the Parent, in the aggregate
principal amount of up to $225,000,000 pursuant to the Senior Subordinated
Indenture, in the form delivered to the Administrative Agent prior to the
Closing Date.

         SERIES A PREFERRED STOCK. Series A Preferred Stock issued by the Parent
pursuant to the Certificate of Designation of Convertible Preferred Stock,
Series A, dated as of July 20, 1999, consisting of not more than 100,000 shares.

         SERIES B PREFERRED STOCK. Series B Preferred Stock issued or to be
issued by the Parent pursuant to the Certificate of Designation of Convertible
Preferred Stock, Series B, dated as of August 2, 2000, consisting of not more
than 100,000 shares.






                                      -19-
<PAGE>   28



         SETTLEMENT. The making or receiving of payments, in immediately
available funds, by the Revolving Credit Lenders to or from the Administrative
Agent in accordance with ss.2.8 hereof to the extent necessary to cause each
such Lender's actual share of the outstanding amount of the Revolving Credit
Loans to be equal to such Lender's Commitment Percentage of the outstanding
amount of such Revolving Credit Loans, in any case when, prior to such action,
the actual share is not so equal.

         SETTLEMENT AMOUNT. See ss.2.8(b).

         SETTLEMENT DATE. See ss.2.8(b).

         SETTLING LENDER. See ss.2.8(b).

         SIGNIFICANT SUBSIDIARY. Any Restricted Subsidiary that is a
"significant subsidiary" as defined in Rule 1-02(w) of the Regulation S-X (17
CFR 210), as amended from time to time.

         SUBORDINATED DEBT. Collectively (a) the Indebtedness existing as of the
Closing Date in respect of the Senior Subordinated Notes, (b) the Subordinated
Debt Offering, and (c) other unsecured Indebtedness of the Parent or a
Restricted Subsidiary of the Parent that is expressly subordinated and made
junior to the payment and performance in full of the Obligations, and that
contains subordination provisions substantially similar to those attached as
EXHIBIT G hereto or EXHIBIT G to the Prior Credit Agreement ("Prior Exhibit G")
or are evidenced by the unsecured subordinated notes listed on SCHEDULE 4 (all
Indebtedness under this clause (c) shall be referred to herein as the "Seller
Notes"); PROVIDED THAT the principal amount of any scheduled principal payments
of any Seller Notes occurring within twelve (12) months after the date of
determination shall not be counted as "Subordinated Debt" for the purposes of
ss.ss.4.4.2 and 9.2.

         SUBORDINATED DEBT OFFERING. The unsecured Indebtedness of the Parent
(and subordinated unsecured guarantees thereof by its Restricted Subsidiaries)
issued or to be issued pursuant to (a) the Senior Subordinated Indenture, or (b)
a high-yield debt offering, either pursuant to a public offering of debt
securities or a private placement of debt securities on terms no less favorable
to the Lenders than terms of "market" public senior subordinated unsecured debt,
in each case with all principal payments amortizing after the Term Loan Maturity
Date and on other terms substantially similar to those contained in the Senior
Subordinated Indenture or on terms reasonably satisfactory to the Administrative
Agent.

         SUBSIDIARY. Any corporation, association, trust, partnership, limited
liability company or other business entity of which the designated parent shall
at any time own directly, or indirectly through a Subsidiary or Subsidiaries, at
least a majority (by number of votes) of the outstanding capital stock or other
interest entitled to vote generally.

         SUBSTITUTE LENDER. See ss.5.11(b).








                                      -20-
<PAGE>   29



         SWAP CONTRACTS. Any agreement (including any master agreement and any
agreement, whether or not in writing, relating to any single transaction) that
is an interest rate swap agreement, basis swap, forward rate agreement,
commodity swap, commodity option, equity or equity index swap or option, bond
option, interest rate option, forward foreign exchange agreement, rate cap,
collar or floor agreement, currency swap agreement, cross-currency rate swap
agreement, swaption, currency option or other similar agreement (including any
option to enter into any of the foregoing).

         SWING LINE LOANS. Loans converted or made by Fleet to the Borrowers
pursuant to ss.2.8.

         SWING LINE NOTE. See ss.2.8.

         SYNDICATION AGENT. See Preamble.

         SYNTHETIC LEASE. Any lease treated as an operating lease under
generally accepted accounting principles and as a loan or financing for U.S.
income tax purposes.

         TERM LOAN. The term loan made or to be made by the Term Loan Lenders to
the Borrowers on the Closing Date in the aggregate principal amount of
$400,000,000, as such amount may be increased pursuant to ss.4.1(b) hereof.

         TERM LOAN LENDERS. Each of the Lenders holding a portion of the Term
Loan as set forth on SCHEDULE 1 hereto and any other Person who becomes an
assignee of any rights and obligations of a Term Loan Lender pursuant to ss.18.

         TERM LOAN MATURITY DATE. July 20, 2006, or such earlier date on which
the Obligations become due and owing.

         TERM LOAN PERCENTAGE. With respect to each Term Loan Lender, the
percentage set forth on SCHEDULE 1 (subject to adjustment in accordance with
ss.18 and ss.4.4.3 hereof) as such Lender's percentage of the Term Loan.

         TERM NOTES. See ss.4.2.

         TERM NOTE RECORD. A record with respect to a Term Note.

         TOTAL COMMITMENT. See ss.2.1.

         UNIFORM CUSTOMS. With respect to any Letter of Credit, the Uniform
Customs and Practices for Documentary Credits (1993 Revisions), International
Chamber of Commerce Publication No. 500 or any successor version thereto adopted
by the Issuing Bank in the ordinary course of its business as a letter of credit
issuer and in effect at the time of issuance of such Letter of Credit.








                                      -21-
<PAGE>   30


         UNEXPENDED FUNDS. Any amounts committed to purchase Rental Equipment
pursuant to (b)(ii) of the definition of Excess Cash Flow which were not
actually expended within 270 days after the prior fiscal year end.

         UNRESTRICTED SUBSIDIARIES. See ss.8.3(l).

         UNUSED DEBT BASKET AMOUNT. The amount of additional Indebtedness which
could be incurred under ss.8.1(d) from time to time.

         SS.1.2.  RULES OF INTERPRETATION.

         (a) A reference to any document or agreement shall include such
document or agreement as amended, modified or supplemented from time to time in
accordance with its terms and the terms of this Credit Agreement.

         (b) The singular includes the plural and the plural includes the
singular.

         (c) A reference to any law includes any amendment or modification to
such law.

         (d) A reference to any Person includes its permitted successors and
permitted assigns.

         (e) Accounting terms capitalized but not otherwise defined herein have
the meanings assigned to them by generally accepted accounting principles
applied on a consistent basis by the accounting entity to which they refer.

         (f) The words "include," "includes" and "including" are not limiting.

         (g) All terms not specifically defined herein or by generally accepted
accounting principles, which terms are defined in the Uniform Commercial Code as
in effect in the State of New York have the meanings assigned to them therein.

         (h) Reference to a particular "ss." refers to that section of this
Credit Agreement unless otherwise indicated.

         (i) The words "herein," "hereof," "hereunder" and words of like import
shall refer to this Credit Agreement as a whole and not to any particular
section or subdivision of this Credit Agreement.

         (j) Unless otherwise expressly indicated, in the computation of periods
of time from a specified date to a later specified date, the word "from" means
"from and including," the words "to" and "until" each mean "to but excluding,"
and the word "through" means "to and including."

         (k) This Credit Agreement and the other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar






                                      -22-
<PAGE>   31




matters. All such limitations, tests and measurements are, however, cumulative
and are to be performed in accordance with the terms thereof.

         (l) This Credit Agreement and the other Loan Documents are the result
of negotiation among, and have been reviewed by counsel to, among others, the
Administrative Agent and the Borrowers and are the product of discussions and
negotiations among all parties. Accordingly, this Credit Agreement and the other
Loan Documents are not intended to be construed against the Administrative Agent
or any of the Lenders merely on account of the Administrative Agent's or any
Lender's involvement in the preparation of such documents.

         (m) It is the intent of the parties that all Equipment Securitization
Obligations of the Parent, a Restricted Subsidiary or an Unrestricted
Subsidiary, whether on or off balance sheet, shall be treated as balance sheet
Indebtedness of the Borrowers on a consolidated basis without duplication except
as expressly noted otherwise herein.

         SS.2.  THE REVOLVING CREDIT FACILITY.

         SS.2.1. COMMITMENT TO LEND. Subject to the terms and conditions set
forth in this Credit Agreement, each of the Revolving Credit Lenders severally
agrees (i) on the Closing Date, to convert the revolving credit loans
outstanding and owed under the Prior Credit Agreement into Revolving Credit
Loans under this Credit Agreement and (ii) to lend to the Borrowers and the
Borrowers may borrow, repay, and reborrow from time to time from the Closing
Date to the Revolving Credit Maturity Date, upon notice by the Borrowers to the
Administrative Agent given in accordance with ss.2.6, its Commitment Percentage
of the Revolving Credit Loans as are requested by the Parent on behalf of the
Borrowers, PROVIDED THAT the outstanding amount of Revolving Credit Loans (after
giving effect to all amounts requested), Swing Line Loans, unpaid Reimbursement
Obligations and the Maximum Drawing Amount shall not exceed a maximum aggregate
amount outstanding of $525,000,000 at any time, as such amount may be reduced or
increased, as the case may be, pursuant to ss.2.2 or ss.4.4.2(c) hereof (the
"Total Commitment"). The Revolving Credit Loans shall be made PRO RATA in
accordance with each Revolving Credit Lender's Commitment Percentage. Each
request for a Revolving Credit Loan hereunder shall constitute a representation
and warranty by the Borrowers that the conditions set forth in ss.10 and ss.11,
as the case may be, have been satisfied on the date of such request.

         SS.2.2. REDUCTION OF TOTAL COMMITMENT; INCREASES OF TOTAL COMMITMENT.

         (a) The Borrowers shall have the right at any time and from time to
time upon five (5) Business Days' prior written notice to the Administrative
Agent to reduce by $5,000,000 or an integral multiple of $1,000,000 in excess
thereof, or terminate entirely, the Total Commitment, whereupon the Commitments
of the Revolving Credit Lenders shall be reduced PRO RATA in accordance with
their respective Commitment Percentages of the amount specified in such notice
or, as the case may be, terminated. The Administrative Agent will notify the
Revolving Credit Lenders promptly after receiving any notice of the Borrowers
delivered pursuant to this ss.2.2.









                                      -23-
<PAGE>   32






         (b) No reduction or termination of the Commitments once made may be
revoked; the portion of the Commitments reduced or terminated may not be
reinstated; and amounts in respect of such reduced or terminated portion may not
be reborrowed.

         (c) Unless a Default or an Event of Default has occurred and is
continuing or, taking into account such increase, would exist, the Borrowers may
request that the Total Commitment may be increased by an amount not to exceed
(i) $25,000,000 or (ii) provided that the applicable Leverage Ratio in ss.9.1 is
set at 4:00:1 or less, $75,000,000, MINus, in each case, any increases made or
to be made under ss.4.1(b); PROVIDed, FURTHER, that (i) no Revolving Credit
Lender shall have any obligation to increase its Commitment, (ii) in the event
that it becomes necessary to include any new Revolving Credit Lender(s) to
provide additional principal amounts under this ss.2.2(c), such new Revolving
Credit Lender(s) must be reasonably acceptable to the Administrative Agent and
the Borrowers, and (iii) the Revolving Credit Lenders' Commitment Percentages
shall be correspondingly adjusted, as necessary, to reflect any increase in the
Total Commitment.

         SS.2.3. THE REVOLVING CREDIT NOTES. The Revolving Credit Loans shall be
evidenced by separate promissory notes of the Borrowers in substantially the
form of EXHIBIT A-1 hereto (each a "Revolving Credit Note") dated as of the
Closing Date (or such other date on which a Person may become a party hereto in
accordance with ss.18 hereof) and completed with appropriate insertions. One
Revolving Credit Note shall be payable to the order of each Revolving Credit
Lender in a principal amount equal to such Lender's Commitment or, if less, the
outstanding amount of all Revolving Credit Loans made by such Revolving Credit
Lender, plus interest accrued thereon, as set forth below. The Borrowers
irrevocably authorize each Revolving Credit Lender to make or cause to be made,
in connection with a Drawdown Date of any Revolving Credit Loan or at the time
of receipt of any payment of principal on such Revolving Credit Lender's
Revolving Credit Note, an appropriate notation on such Lender's records
reflecting the making of such Revolving Credit Loan or the receipt of such
payment (as the case may be). The outstanding amount of the Revolving Credit
Loans set forth on such Lender's record shall in the absence of manifest error
be PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such
Lender, but the failure to record, or any error in so recording, any such amount
shall not limit or otherwise affect the obligation of the Borrowers hereunder or
under any Revolving Credit Note to make payments of principal of or interest on
any Revolving Credit Note when due.

         SS.2.4. INTEREST ON REVOLVING CREDIT LOANS AND SWING LINE LOANS. Except
as otherwise provided in ss.5.6, the outstanding principal amount of the
Revolving Credit Loans shall bear interest at the rate per annum equal to (a)
the Base Rate PLUS the Applicable Revolver Base Rate Margin on Base Rate Loans
or (b) the Eurodollar Rate PLUS the Applicable Revolver Eurodollar Margin on
Eurodollar Loans and the outstanding principal amount of the Swing Line Loans
shall bear interest at the rate per annum equal to the Base Rate PLUS the
Applicable Revolver Base Rate Margin. The Borrowers jointly and severally
promise to pay interest on each Revolving Credit Loan and Swing Line Loan (i)










                                      -24-
<PAGE>   33



quarterly in arrears on the first Business Day of each calendar quarter for the
immediately preceding calendar quarter, commencing October 1, 2000, on Base Rate
Loans, (ii) the last day of the applicable Interest Period, and if such Interest
Period is longer than three (3) months, also on the day which is three (3)
months and, if applicable, six (6) months and nine (9) months, after the
commencement of such Interest Period, on Eurodollar Loans, and (iii) on the
Revolving Credit Maturity Date for all Revolving Credit Loans and Swing Line
Loans.

         SS.2.5. ELECTION OF EURODOLLAR RATE; NOTICE OF ELECTION; INTEREST
PERIODS; MINIMUM AMOUNTS.

         (a) At the Borrowers' option, so long as no Default or Event of Default
has occurred and is then continuing, the Borrowers may (i) elect to convert any
Revolving Credit Loan (other than a Swing Line Loan) which is a Base Rate Loan
or a portion thereof to a Eurodollar Loan, (ii) at the time of any Loan and
Letter of Credit Request, specify that a requested Revolving Credit Loan shall
be a Eurodollar Loan, or (iii) upon expiration of the applicable Interest
Period, elect to maintain an existing Eurodollar Loan as such, PROVIDED THAT the
Borrowers give notice to the Administrative Agent pursuant to ss.2.5(b) hereof.
Upon determining any Eurodollar Rate, the Administrative Agent shall forthwith
provide notice thereof to the Borrowers and the Revolving Credit Lenders, and
each such notice to the Borrowers and such Lenders shall be considered PRIMA
FACIE correct and binding, absent manifest error.

         (b) Three (3) Eurodollar Business Days prior to the making of any
Eurodollar Loan or the conversion of any Base Rate Loan to a Eurodollar Loan,
or, in the case of an outstanding Eurodollar Loan, the expiration date of the
applicable Interest Period, the Borrowers shall give telephonic notice
(confirmed by telecopy on the same Eurodollar Business Day) to the
Administrative Agent not later than 1:00 p.m. (Boston time) of their election
pursuant to ss.2.5(a). Each such notice delivered to the Administrative Agent
shall specify the aggregate principal amount of the Revolving Credit Loans to be
borrowed or maintained as or converted to Eurodollar Loans and the requested
duration of the Interest Period that will be applicable to such Eurodollar Loan,
and shall be irrevocable and binding upon the Borrowers. If the Borrowers shall
fail to give the Administrative Agent notice of their election hereunder
together with all of the other information required by this ss.2.5(b) with
respect to any Revolving Credit Loan, such Revolving Credit Loan shall be deemed
a Base Rate Loan. In the event that the Borrowers fail to provide any such
notice with respect to the continuation of any Eurodollar Loan as such, then
such Eurodollar Loan shall be automatically converted to a Base Rate Loan.

         (c) Notwithstanding anything herein to the contrary, the Borrowers may
not specify an Interest Period that would extend beyond the Revolving Credit
Maturity Date.

         (d) All Revolving Credit Loans shall be in a minimum amount of
$1,000,000 or an integral multiple of $500,000 in excess thereof. In no event
shall the Borrowers have more than twenty (20) different maturities of
Eurodollar Loans (whether Revolving Credit Loans or a portion of the Term Loan)
outstanding at any time.






                                      -25-
<PAGE>   34





         SS.2.6.  REQUESTS FOR REVOLVING CREDIT LOANS AND SWING LINE LOANS.

         (a) The Borrowers shall give to the Administrative Agent written notice
in the form of EXHIBIT C hereto (or telephonic notice confirmed by telecopy on
the same Business Day in the form of EXHIBIT C hereto) of each Revolving Credit
Loan and Swing Line Loan requested hereunder (a "Loan and Letter of Credit
Request") not later than (a) 12:00 p.m. (Boston time) on the day of the proposed
Drawdown Date of any Base Rate Loan, or (b) 1:00 p.m. (Boston time) three (3)
Eurodollar Business Days prior to the proposed Drawdown Date of any Eurodollar
Loan, or (c) 2:30 p.m. (Boston time) on the day of the proposed Drawdown Date of
funding of any Swing Line Loan. Each such Loan and Letter of Credit Request
shall be given by the Borrowers and shall specify the principal amount of the
Revolving Credit Loan and Swing Line Loan requested, if a Revolving Credit Loan,
whether such Revolving Credit Loan is a Base Rate Loan or a Eurodollar Loan, the
Drawdown Date of such Loan and shall include the Maximum Drawing Amount of all
Letters of Credit and the amount of all outstanding Loans. Each Loan and Letter
of Credit Request shall be irrevocable and binding on the Borrowers and shall
obligate the Borrowers to accept the Loan requested from the applicable
Revolving Credit Lenders on the proposed Drawdown Date.

         (b) Each of the representations and warranties made by or on behalf of
the Borrowers to the Lenders, the Administrative Agent or the Issuing Bank in
this Credit Agreement or any other Loan Document shall be true and correct in
all material respects when made and shall, for all purposes of this Credit
Agreement, be deemed to be repeated on and as of the date of the submission of
any Loan and Letter of Credit Request and on and as of the Drawdown Date of such
Loan, or the date of issuance of such Letter of Credit (except to the extent of
changes resulting from transactions contemplated or permitted by this Credit
Agreement and the other Loan Documents and changes occurring in the ordinary
course of business that singly or in the aggregate are not materially adverse,
or to the extent that such representations and warranties expressly relate
solely to an earlier date). The Administrative Agent shall promptly notify each
Revolving Credit Lender of each Loan and Letter of Credit Request (other than
requests for Swing Line Loans only) received by the Administrative Agent and
provide, upon request by any Revolving Credit Lender, a monthly summary with
respect to Letters of Credit issued hereunder.

         SS.2.7.  FUNDS FOR REVOLVING CREDIT LOANS.

         (a) Not later than 2:00 p.m. (Boston time) on the proposed Drawdown
Date of any Revolving Credit Loan, each of the Revolving Credit Lenders will
make available to the Administrative Agent, at the Administrative Agent's Boston
Office, in immediately available funds, the amount of such Lender's Commitment
Percentage of the amount of the requested Revolving Credit Loans. Upon receipt
from each Revolving Credit Lender of such amount, and upon receipt of the
documents required by ss.ss.10 and 11 and the satisfaction of the other
conditions set forth therein, to the extent applicable, the Administrative Agent
will make available to the Borrowers in immediately available funds the





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aggregate amount of such Revolving Credit Loans made available to the
Administrative Agent by the Revolving Credit Lenders. The failure or refusal of
any Revolving Credit Lender to make available to the Administrative Agent at the
aforesaid time and place on any Drawdown Date the amount of its Commitment
Percentage of the requested Revolving Credit Loans shall not relieve any other
Revolving Credit Lender from its several obligation hereunder to make available
to the Administrative Agent the amount of such other Lender's Commitment
Percentage of any requested Revolving Credit Loans.

         (b) The Administrative Agent may, unless notified to the contrary by
any Revolving Credit Lender prior to a Drawdown Date, assume that such Lender
has made available to the Administrative Agent on such Drawdown Date the amount
of such Lender's Commitment Percentage of the Revolving Credit Loans to be made
on such Drawdown Date, and the Administrative Agent may (but shall not be
required to), in reliance upon such assumption, make available to the Borrowers
a corresponding amount. If any Revolving Credit Lender makes available to the
Administrative Agent such amount on a date after such Drawdown Date, such Lender
shall pay to the Administrative Agent on demand an amount equal to the product
of (i) the average computed for the period referred to in clause (iii) below, of
the weighted average interest rate paid by the Administrative Agent for federal
funds acquired by the Administrative Agent during each day included in such
period, TIMES (ii) the amount of such Lender's Commitment Percentage of such
Revolving Credit Loans, TIMES (iii) a fraction, the numerator of which is the
number of days that elapse from and including such Drawdown Date to the date on
which the amount of such Lender's Commitment Percentage of such Revolving Credit
Loans shall become immediately available to the Administrative Agent and the
denominator of which is 365. A statement of the Administrative Agent submitted
to such Lender with respect to any amounts owing under this paragraph shall be
PRIMA FACIE evidence, absent manifest error, of the amount due and owing to the
Administrative Agent by such Lender. If the amount of such Lender's Commitment
Percentage of such Revolving Credit Loans is not made available to the
Administrative Agent by such Lender within three (3) Business Days following
such Drawdown Date, the Administrative Agent shall be entitled to recover such
amount from the Borrowers on demand, with interest thereon at the rate per annum
applicable to the Revolving Credit Loans made on such Drawdown Date.

         SS.2.8.  SWING LINE LOANS; SETTLEMENTS.

         (a) Solely for ease of administration of the Revolving Credit Loans and
so long as the Administrative Agent has not received a written notice pursuant
to ss.7.15 of a Default or Event of Default, Fleet may, upon receipt of a Loan
and Letter of Credit Request requesting a Swing Line Loan no later than 2:30
p.m. (Boston time) on the proposed date of funding, but shall not be required
to, fund Base Rate Loans made in accordance with the provisions of this Credit
Agreement ("Swing Line Loans") for periods not to exceed seven (7) days in any
one case, bearing interest as set forth in ss.2.4. The Swing Line Loans shall be
evidenced by a promissory note of the Borrowers in substantially the form of
EXHIBIT A-2 hereto (the "Swing Line Note") dated as of the Closing Date, and
shall each be in a minimum amount of $100,000 or greater, PROVIDED THAT the







                                      -27-
<PAGE>   36






outstanding amount of Swing Line Loans advanced by Fleet hereunder shall not
exceed $50,000,000 at any time. Each Revolving Credit Lender shall remain
severally and unconditionally liable to fund its PRO RATA share (based upon each
Revolving Credit Lender's Commitment Percentage) of such Swing Line Loans on
each Settlement Date and, in the event Fleet chooses not to fund all Swing Line
Loans requested on any date, to fund its Commitment Percentage of the Base Rate
Loans requested, subject to satisfaction of the provisions hereof relating to
the making of Base Rate Loans. Prior to each Settlement, all payments or
repayments of the principal of, and interest on, Swing Line Loans shall be
credited to the account of Fleet.

         (b) The Revolving Credit Lenders shall effect Settlements on (i) the
Business Day immediately following any day which the Administrative Agent gives
written notice to the Revolving Credit Lenders to effect a Settlement, (ii) the
Business Day immediately following the Administrative Agent's becoming aware of
the existence of any Default or Event of Default, (iii) the Revolving Credit
Maturity Date, (iv) on the third Business Day following any date on which the
Borrowers request a conversion of a Swing Line Loan into a Eurodollar Rate Loan,
and (v) in any event, the seventh day on which any Swing Line Loan remains
outstanding (each such date, a "Settlement Date"). One (1) Business Day prior to
each such Settlement Date, the Administrative Agent shall give telephonic notice
to the Revolving Credit Lenders of (A) the respective outstanding amount of
Revolving Credit Loans made by each Revolving Credit Lender as at the close of
business on the prior day, (B) the amount that any Revolving Credit Lender, as
applicable (a "Settling Lender"), shall pay to effect a Settlement (a
"Settlement Amount"). A statement of the Administrative Agent submitted to the
Revolving Credit Lenders with respect to any amounts owing hereunder shall be
PRIMA FACIE evidence of the amount due and owing. Each Settling Lender shall,
not later than 1:00 p.m. (Boston time) on each Settlement Date, effect a wire
transfer of immediately available funds to the Administrative Agent at the
Administrative Agent's Boston Office in the amount of such Lender's Settlement
Amount. All funds advanced by any Revolving Credit Lender as a Settling Lender
pursuant to this ss.2.8 shall for all purposes be treated as a Base Rate Loan to
the Borrowers.

         (c) The Administrative Agent may (unless notified to the contrary by
any Settling Lender by 12:00 noon (Boston time) one (1) Business Day prior to
the Settlement Date) assume that each Settling Lender has made available (or
will make available by the time specified in ss.2.8(b)) to the Administrative
Agent its Settlement Amount, and the Administrative Agent may (but shall not be
required to), in reliance upon such assumption, effect Settlements. If the
Settlement Amount of such Settling Lender is made available to the
Administrative Agent on a date after such Settlement Date, such Settling Lender
shall pay the Administrative Agent on demand an amount equal to the product of
(i) the average, computed for the period referred to in clause (iii) below, of
the weighted average annual interest rate paid by the Administrative Agent for
federal funds acquired by the Administrative Agent during each day included in
such period TIMES (ii) such Settlement Amount TIMES (iii) a fraction, the
numerator of which is the number of days that elapse from and including such





                                      -28-
<PAGE>   37






Settlement Date to but not including the date on which such Settlement Amount
shall become immediately available to the Administrative Agent, and the
denominator of which is 365. Upon payment of such amount such Settling Lender
shall be deemed to have delivered its Settlement Amount on the Settlement Date
and shall become entitled to interest payable by the Borrowers with respect to
such Settling Lender's Settlement Amount as if such share were delivered on the
Settlement Date. If such Settlement Amount is not in fact made available to the
Administrative Agent by such Settling Lender within five (5) Business Days of
such Settlement Date, the Administrative Agent shall be entitled to recover such
amount from the Borrowers, with interest thereon at the Base Rate.

         (d) After any Settlement Date, any payment by the Borrowers of Swing
Line Loans hereunder shall be allocated PRO RATA among the Revolving Credit
Lenders, in accordance with such Lender's Commitment Percentage.

         (e) If, prior to the making of a Revolving Credit Loan pursuant to
paragraph (b) of this ss.2.8, a Default or Event of Default has occurred and is
continuing, each Revolving Credit Lender will, on the date such Revolving Credit
Loan was to have been made, purchase an undivided participating interest in the
outstanding Swing Line Loans in an amount equal to its Commitment Percentage of
such Swing Line Loans. Each Revolving Credit Lender will immediately transfer to
the Administrative Agent, in immediately available funds, the amount of its
participation and upon receipt thereof the Administrative Agent will deliver to
such Revolving Credit Lender a Swing Line participation certificate dated the
date of receipt of such funds and in such amount.

         (f) Whenever, at any time after the Administrative Agent has received
from any Revolving Credit Lender such Revolving Credit Lender's participating
interest in the Swing Line Loans pursuant to clause (e) above, the
Administrative Agent receives any payment on account thereof, the Administrative
Agent will distribute to such Revolving Credit Lender its participating interest
in such amount (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Revolving Credit Lender's
participating interest was outstanding and funded) in like funds as received;
PROVIDED, HOWEVER, that in the event that such payment received by the
Administrative Agent is required to be returned, such Revolving Credit Lender
will return to the Administrative Agent any portion thereof previously
distributed by the Administrative Agent to it in like funds as such payment is
required to be returned by the Administrative Agent.

         (g) Each Revolving Credit Lender's obligation to purchase participating
interests pursuant to clause (e) above shall be absolute and unconditional and
shall not be affected by any circumstance, including, without limitation, (i)
any set-off, counterclaim, recoupment, defense or other right which such
Revolving Credit Lender may have against the Administrative Agent, the Borrowers
or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default or Event of Default; (iii) any adverse change in the
condition (financial or otherwise) of the Borrowers or any other Person; (iv)
any breach of this Credit Agreement by the Borrowers or any other Lender or the
Administrative Agent; or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.

         SS.2.9. MATURITY OF THE REVOLVING CREDIT LOANS. The Revolving Credit
Loans and Swing Line Loans shall be due and payable on the Revolving Credit
Maturity Date. The Borrowers jointly and severally promise to pay on the






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<PAGE>   38





Revolving Credit Maturity Date all Revolving Credit Loans, Swing Line Loans and
all unpaid Reimbursement Obligations outstanding on such date, together with any
and all accrued and unpaid interest thereon.

         SS.2.10. MANDATORY REPAYMENTS OF THE REVOLVING CREDIT LOANS AND SWING
LINE LOANS AND REIMBURSEMENT OBLIGATIONS.

         (a) If at any time the sum of the outstanding amount of the Revolving
Credit Loans PLUS the Swing Line Loans PLUS the Maximum Drawing Amount PLUS
unpaid Reimbursement Obligations exceeds the Total Commitment, whether by
reduction of the Total Commitment or otherwise, then the Borrowers shall
immediately pay the amount of such excess to the Administrative Agent for
application, first, to any Swing Line Loans, second, to unpaid Reimbursement
Obligations, third, to the Revolving Credit Loans, or if no Revolving Credit
Loans shall be outstanding, to be held by the Administrative Agent as collateral
security for the Reimbursement Obligations, PROVIDED, HOWEVER, that if the
amount of cash collateral held by the Administrative Agent pursuant to this
ss.2.10 exceeds the amount of the Reimbursement Obligations, the Administrative
Agent shall return such excess to the Borrowers. Each payment of any unpaid
Reimbursement Obligations or prepayment of Revolving Credit Loans shall be
allocated among the Revolving Credit Lenders, in proportion, as nearly as
practicable, to each Reimbursement Obligation or (as the case may be) the
respective unpaid principal amount of each Revolving Credit Lender's Revolving
Credit Note with adjustments to the extent practicable to equalize any prior
payments or repayments not exactly in proportion.

         (b) If at any time the ratio set forth in ss.9.4 is greater than 1:1,
then the Borrowers shall, within ten (10) days of knowledge of such occurrence,
pay the Dollar amount needed to eliminate such excess to the Administrative
Agent for application first, to any Swing Line Loans (if applicable), second, to
any unpaid Reimbursement Obligations, and third, to any Revolving Credit Loans,
or if no Revolving Credit Loans shall be outstanding, to be held by the
Administrative Agent as collateral security for the Reimbursement Obligations,
provided, however, that if the amount of cash collateral held by the
Administrative Agent pursuant to this ss.2.10(b), exceeds the amount of the
Reimbursement Obligations required to be collateralized pursuant to this
ss.2.10, the Administrative Agent shall return such excess to the BorrowerS.
Payment of such excess within the time period specified herein shall constitute
a cure of any Default or Event of Default under ss.9.4 which was triggered by
such excess, PROVIDed that no default exists under the Subordinated Debt.

         (c) In connection with any Permitted Equipment Securitization, any
payment required to be made by the Borrowers pursuant to ss.8.13(b) shall be
applied by the Administrative Agent first, to any Swing Line Loans, second, to
unpaid Reimbursement Obligations, and third, to the Revolving Credit Loans,
ratably, based on the Revolving Credit Lenders' Commitment Percentages. Any
payment made by the Borrowers pursuant to ss.8.13(b) shall not serve to reduce
the Total Commitment hereunder.









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<PAGE>   39





         (d) The Borrowers shall use the net proceeds of the New Equity Offering
and the amount of increase in the Term Loan from the amount of the Term Loan
under the Prior Credit Agreement to pay down the Revolving Credit Loans, such
payments to be applied in the manner set forth in subsection (c) above. Any
payments made hereunder shall not reduce the Total Commitment.

         SS.2.11. OPTIONAL PREPAYMENTS OF REVOLVING CREDIT LOANS AND SWING LINE
LOANS. The Borrowers shall have the right, at their election, to prepay the
outstanding amount of the Revolving Credit Loans and Swing Line Loans, as a
whole or in part, at any time without penalty or premium (other than the
obligation to reimburse the Revolving Credit Lenders and the Administrative
Agent pursuant to ss.5.8 hereof). The Borrowers shall give written notice to the
Administrative Agent, (or telephonic notice confirmed in writing) no later than
(a) 1:00 p.m. (Boston time) on the Business Day of the proposed prepayment of
any Base Rate Loan, (b) 1:00 p.m. (Boston time) three (3) Eurodollar Business
Days prior to the proposed prepayment of any Eurodollar Loan or (c) 2:30 p.m.
(Boston time) on the Business Day of the proposed prepayment of any Swing Line
Loan, in each case specifying the proposed date of prepayment of the Revolving
Credit Loans or Swing Line Loans and the principal amount to be paid. Each such
partial repayment of (i) the Revolving Credit Loans shall be in the amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof (ii) the
Swing Line Loans shall be in the amount of $100,000 or a greater integral
multiple of $10,000 in excess thereof, and shall be accompanied by the payment
of accrued interest on the principal prepaid to the date of prepayment and shall
be applied, in the absence of instruction by the Borrowers, first to the
principal of Base Rate Loans and then to the principal of Eurodollar Loans.
Payments received from the Borrowers hereunder shall be applied only to
Revolving Credit Loans. Each partial prepayment of Revolving Credit Loans shall
be allocated among the Revolving Credit Lenders in proportion, as nearly as
practicable, to the respective unpaid principal amount of each Revolving Credit
Lender's Revolving Credit Loans with adjustments to the extent practicable to
equalize any prior repayments not exactly in proportion.

         SS.3. LETTERS OF CREDIT.

         SS.3.1. LETTER OF CREDIT COMMITMENTS.

         (a) Subject to the terms and conditions hereof and the execution and
receipt of a Loan and Letter of Credit Request reflecting the Maximum Drawing
Amount of all Letters of Credit (including the requested Letter of Credit) and
the outstanding Revolving Credit Loans and Swing Line Loans, the Issuing Bank,
on behalf of the Revolving Credit Lenders, with respect to each Revolving Credit
Lender's Commitment Percentage and in reliance upon the agreement of the
Revolving Credit Lenders set forth in ss.3.1(b) and upon the representations and
warranties of the Borrowers contained herein, agrees to issue, extend, and renew
for the account of the Borrowers one or more Letters of Credit, in such form as
may be requested from time to time by the Borrowers and agreed to by the Issuing
Bank; PROVIDED, HOWEVER, that, after giving effect to such request, the Maximum
Drawing Amount of all Letters of Credit PLUS all unpaid Reimbursement






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Obligations shall not exceed the lesser of (A) $50,000,000 or (B) the Total
Commitment MINUS the aggregate outstanding amount of the Revolving Credit Loans
and the Swing Line Loans. No Letter of Credit shall have an expiration date
later than the earlier of (i) one (1) year after the date of issuance of the
Letter of Credit (which may incorporate automatic renewals for periods of up to
one (1) year, PROVIDED THAT no later than thirty (30) days prior to the date of
any automatic renewal the Issuing Bank may terminate such Letter of Credit), or
(ii) fourteen (14) days prior to the Revolving Credit Maturity Date. Each Letter
of Credit so issued, extended or renewed shall (i) provide for the payment of
sight drafts for honor thereunder when presented in accordance with the terms
thereof and when accompanied by the documents described therein and (ii) be
subject to the Uniform Customs or, in the case of a standby Letter of Credit,
either the Uniform Customs or the International Standby Practices.

         (b) Each Revolving Credit Lender severally agrees that it shall be
absolutely liable, without regard to the occurrence of any Default or Event of
Default or any other condition precedent whatsoever, to the extent of such
Lender's Commitment Percentage thereof, to reimburse the Issuing Bank on demand
for the amount of each draft or other form of demand for payment paid by the
Issuing Bank under each Letter of Credit issued, extended or renewed in
accordance with the terms hereof to the extent that such amount is not
reimbursed by the Borrowers pursuant to ss.3.2 (such agreement for a Revolving
Credit Lender being called herein the "Letter of Credit Participation" of such
Lender). Each Revolving Credit Lender agrees that its obligation to reimburse
the Issuing Bank pursuant to this ss.3.1(b) shall not be affected in any way by
any circumstance other than the gross negligence or willful misconduct of the
Issuing Bank.

         (c) Each such payment made by a Revolving Credit Lender to the Issuing
Bank shall be treated as the purchase by such Lender of a participating interest
in the Borrowers' Reimbursement Obligation under ss.3.2 in an amount equal to
such payment. Each Revolving Credit Lender shall share in accordance with its
participating interest in any interest which accrues pursuant to ss.3.2.

         (d) All Letters of Credit outstanding under the Prior Credit Agreement
shall constitute Letters of Credit hereunder.

         SS.3.2. REIMBURSEMENT OBLIGATION OF THE BORROWERS. In order to induce
the Issuing Bank to issue, extend and renew Letters of Credit and the Revolving
Credit Lenders to participate therein, the Borrowers, hereby jointly and
severally agree, in accordance with and subject to the provisions of ss.5.12, to
reimburse or pay to the Issuing Bank with respect to each Letter of Credit
issued, extended or renewed by the Issuing Bank hereunder as follows:

         (a) on each date that any draft or other form of demand for payment
presented under any Letter of Credit is honored by the Issuing Bank or the
Issuing Bank otherwise makes payment with respect thereto, (i) the amount paid
by the Issuing Bank under or with respect to such Letter of Credit, and (ii) the
amount of any taxes, fees, charges or other costs and expenses whatsoever
incurred by the Issuing Bank or any Revolving Credit Lender in connection with




                                      -32-
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any payment made by the Issuing Bank or any Revolving Credit Lender under, or
with respect to, such Letter of Credit; PROVIDED HOWEVER, if the Borrowers do
not reimburse the Issuing Bank on the Drawdown Date, such amount shall, provided
that no Event of Default under ss.ss.13.1(g) or 13.1(h) has occurred, become
automatically a Revolving Credit Loan which is a Base Rate Loan advanced
hereunder in an amount equal to such sum; and

         (b) upon the Revolving Credit Maturity Date or the termination of the
Total Commitment, or the acceleration of the Reimbursement Obligations in
accordance with ss.13, an amount equal to the Maximum Drawing Amount, which
amount shall be paid by the Borrowers to the Administrative Agent as cash
collateral for the Reimbursement Obligations.

         Each such payment shall be made to the Administrative Agent at the
Administrative Agent's Boston Office in immediately available funds. Interest on
any and all amounts remaining unpaid by the Borrowers under this ss.3.2 which
has not become a Revolving Credit Loan under paragraph (a) of this ss.3.2 at any
time from the date such amounts become due and payable (whether as stated in
this ss.3.2, by acceleration or otherwise) until payment in full (whether before
or after judgment) shall be payable to the Administrative Agent on demand at the
rate specified in ss.5.6 for overdue principal on the Loans.

         SS.3.3. LETTER OF CREDIT PAYMENTS. If any draft shall be presented or
other demand for payment shall be made under any Letter of Credit, the Issuing
Bank shall notify the Borrowers of the date and amount of the draft presented or
demand for payment and of the date and time when it expects to pay such draft or
honor such demand for payment. On the date that such draft is paid or other
payment is made by the Issuing Bank, the Issuing Bank shall promptly notify the
Revolving Credit Lenders of the amount of any unpaid Reimbursement Obligation.
No later than 3:00 p.m. (Boston time) on the Business Day next following the
receipt of such notice, each Revolving Credit Lender shall make available to the
Issuing Bank, at the Issuing Bank's Boston Office, in immediately available
funds, such Lender's Commitment Percentage of such unpaid Reimbursement
Obligation, together with an amount equal to the product of (a) the weighted
average, computed for the period referred to in clause (c) below, of the
interest rate paid by the Issuing Bank for federal funds acquired by the Issuing
Bank during each day included in such period, TIMES (b) the amount equal to such
Lender's Commitment Percentage of such unpaid Reimbursement Obligation, TIMES
(c) a fraction, the numerator of which is the number of days that have elapsed
from and including the date the Issuing Bank paid the draft presented for honor
or otherwise made payment until the date on which such Lender's Commitment
Percentage of such unpaid Reimbursement Obligation shall become immediately
available to the Issuing Bank, and the denominator of which is 365. The
responsibility of the Issuing Bank to the Borrowers and the Revolving Credit
Lenders shall be only to determine that the documents (including any draft or
other form of demand for payment) delivered under each Letter of Credit in
connection with such presentment shall be in conformity in all material respects
with such Letter of Credit in accordance with the Uniform Customs or the
International Standby Practices, as applicable.







                                      -33-
<PAGE>   42



         SS.3.4. OBLIGATIONS ABSOLUTE. The Borrowers' obligations under this
ss.3 shall be absolute and unconditional under any and all circumstances and
irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to payment
which any Borrower may have or have had against any Issuing Bank, any Revolving
Credit Lender or any beneficiary of a Letter of Credit. Subject to the
obligations of the Revolving Credit Lenders pursuant to Article V of the Uniform
Commercial Code and the obligations of the Issuing Bank pursuant to the last
sentence of ss.3.3, the Borrowers further agree with the Issuing Bank and the
Revolving Credit Lenders that such Issuing Bank and the Revolving Credit Lenders
shall not be responsible for, and the Borrowers' Reimbursement Obligations under
ss.3.2 shall not be affected by, among other things, the validity or genuineness
of documents or of any endorsements thereon, even if such documents should in
fact prove to be in any or all respects invalid, fraudulent or forged, or any
dispute between or among any Borrower, the beneficiary of any Letter of Credit
or any financing institution or other party to which any Letter of Credit may be
transferred or any claims or defenses whatsoever of any Borrower against the
beneficiary of any Letter of Credit or any such transferee. The Issuing Bank and
the Revolving Credit Lenders shall not be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of Credit. Subject to
the prior provisions of this ss.3.4, the Borrowers agree that any action taken
or omitted by the Issuing Bank or any Revolving Credit Lender under or in
connection with each Letter of Credit and the related drafts or other forms of
demand for payment and documents, if done in good faith, shall be binding upon
the Borrowers and shall not result in any liability on the part of the Issuing
Bank or any Revolving Credit Lender to the Borrowers.

         SS.3.5. RELIANCE BY ISSUING BANK. To the extent not inconsistent with
ss.3.4, each Issuing Bank shall be entitled to rely, and shall be fully
protected in relying upon, any Letter of Credit, draft, writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy,
telex or teletype message, statement, order or other document believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel, independent
accountants or other experts selected by the Issuing Bank. The Issuing Bank
shall be fully justified in failing or refusing to take any action under this
Credit Agreement unless it shall first have received such advice or concurrence
of the Required Revolving Credit Lenders as it reasonably deems appropriate or
it shall first be indemnified to its reasonable satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Issuing Bank shall in all
cases be fully protected in acting, or in refraining from acting, under this
Credit Agreement in accordance with a request of the Required Revolving Credit
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon the Revolving Credit Lenders and all future
holders of the Revolving Credit Notes or of a Letter of Credit Participation.




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         SS.4.  THE TERM LOAN.

         SS.4.1.  INITIAL COMMITMENT TO LEND; INCREASES IN THE TERM LOAN AMOUNT.

                  (a) Subject to the terms and conditions set forth in this
         Credit Agreement, each Term Loan Lender agrees to lend to the Borrowers
         on the Closing Date the amount of its Term Loan Percentage of the
         principal amount of $400,000,000.

                  (b) Unless a Default or an Event of Default has occurred and
         is continuing or, taking into account such increase, would exist, the
         Borrowers may request that the aggregate principal amount of the Term
         Loan be increased by an amount not to exceed (x) $25,000,000 or (y)
         $75,000,000, PROVIDED the applicable Leverage Ratio in ss.9.1 is set at
         4:00:1 or less, MINUS, in each case, any increases made or to be made
         under ss.2.2(c) and; PROVIDED, FURTHER, that (i) no Term Loan Lender
         shall have any obligation to provide additional principal amounts, (ii)
         in the event that it becomes necessary to include any new Term Loan
         Lender(s) to provide additional principal amounts under this ss.4.1(b),
         such new Term Loan Lender(s) must be reasonably acceptable to the
         Administrative Agent and the Borrowers, and (iii) the Term Loan
         Lenders' Term Loan Percentages shall be correspondingly adjusted, as
         necessary, to reflect any increase in the aggregate principal amount of
         the Term Loan.

         SS.4.2. THE TERM NOTES. The Term Loan shall be evidenced by separate
promissory notes of the Borrowers in substantially the form of EXHIBIT B hereto
(each a "Term Note"), dated the Closing Date (or such other date on which a Term
Loan Lender may become a party hereto in accordance with ss.18 hereof) and
completed with appropriate insertions. One Term Note shall be payable to the
order of each Term Loan Lender in a principal amount equal to such Lender's Term
Loan Percentage of the Term Loan and representing the obligation of the
Borrowers to pay to such Lender such principal amount or, if less, the
outstanding amount of such Lender's Term Loan Percentage of the Term Loan, plus
interest accrued thereon, as set forth below. The Borrowers irrevocably
authorize each Term Loan Lender to make or cause to be made a notation on such
Lender's Term Note Record reflecting the original principal amount of such
Lender's Term Loan Percentage of the Term Loan and, at or about the time of such
Lender's receipt of any principal payment on such Lender's Term Note, an
appropriate notation on such Lender's Term Note Record reflecting such payment.
The aggregate unpaid amount set forth on such Lender's Term Note Record shall be
PRIMA FACIE evidence of the principal amount thereof owing and unpaid to such
Lender, but the failure to record, or any error in so recording, any such amount
on such Lender's Term Note Record shall not affect the obligations of the
Borrowers hereunder or under any Term Note to make payments of principal of and
interest on any Term Note when due.

         SS.4.3. SCHEDULE OF INSTALLMENT PAYMENTS OF PRINCIPAL OF TERM LOAN. The
Borrowers jointly and severally promise to pay to the Administrative Agent for
the account of the Term Loan Lenders, in accordance with their respective Term






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<PAGE>   44




Loan Percentages, the principal amount of the Term Loan in five (5) consecutive
payments, each such payment equal to one percent (1%) of the notional amount of
the Term Loan, and due and payable on each anniversary of the Term Loan,
commencing on the first anniversary of such Term Loan, with a final additional
payment on the Term Loan Maturity Date in an amount equal to the unpaid balance
of the Term Loan. Upon any increase in the aggregate principal amount of the
Term Loan pursuant to ss.4.1(b), remaining principal payments will reflect such
increase in the notional amount of the Term Loan, with the balance payable on
the Term Loan Maturity Date.

         SS.4.4.  MANDATORY PREPAYMENTS.

         SS.4.4.1. PREPAYMENT OF SUBORDINATED DEBT. If at any time any of the
Borrowers are required to make any prepayments of the Senior Subordinated Notes
or the Subordinated Debt Offering as a result of any sale or other disposition
of assets otherwise permitted hereunder, the Borrowers shall, one (1) Business
Day prior to making such prepayment, prepay the Term Loan in an amount at least
equal to such prepayment.

         SS.4.4.2. PREPAYMENT OF TERM LOAN WITH PROCEEDS OF SUBORDINATED DEBT
OFFERINGS; EXCESS CASH FLOW; EQUIPMENT SECURITIZATIONS.

         (a) In the event any Subordinated Debt Offering occurs at any time
after the Closing Date, the Borrowers shall make a prepayment of the Term Loan
in an amount equal to fifty percent (50%) of the Net Cash Proceeds of such
Subordinated Debt Offering; PROVIDED HOWEVER THAT, notwithstanding the
foregoing, from and after the Closing Date the Borrowers may issue up to
$200,000,000 of Indebtedness pursuant to one or more Subordinated Debt Offerings
without having to make a prepayment of the Term Loan otherwise required by this
ss.4.4.2(a) so long as no Default or Event of Default has occurred and is
continuing or would exist as a result thereof.

         (b) Within 145 days after the close of each fiscal year, the Borrowers
shall prepay the Term Loan by an amount equal to 50% of the Excess Cash Flow for
such fiscal year. In addition, the Borrowers shall prepay the Term Loan in the
amount of 50% of any Unexpended Funds within 270 days after the end of the prior
fiscal year.

         (c) If the Reduction Amount with respect to Permitted Equipment
Securitizations exceeds zero at any time, then the Borrowers shall make a
prepayment in an amount equal to one-hundred percent (100%) of the Reduction
Amount which shall be applied ratably based on the Term Loan Lenders' Term Loan
Percentages (i) first, to reduce the aggregate principal amount of the Term Loan
to zero, and (ii) next, to reduce the Total Commitment in accordance with
ss.2.10(c), PROVIDed that the percentage of such Reduction Amount applied to
reduce the Term Loan and the Total Commitment will be reduced to fifty percent
(50%) at such time as the applicable Leverage Ratio in ss.9.1 is set at 4:00:1
or less.

         SS.4.4.3. PAYMENT PROVISIONS. Each prepayment of the Term Loan required
by this ss.4.4 shall be allocated among the Term Loan Lenders in accordance with
each such Lender's Term Loan Percentage. Any prepayment of principal of the Term






                                      -36-
<PAGE>   45



Loan shall include all interest accrued to the date of prepayment and shall be
applied against the scheduled installments of principal due on the Term Loan in
the inverse order of maturity. No amount repaid with respect to the Term Loan
may be reborrowed. If consented to by the Borrowers, any Term Loan Lender may
decline to accept any payments due to such Term Loan Lender pursuant to this
ss.4.4. After the Term Loan has been repaid in full or if a prepayment is not
used to prepay the Term Loan because the Borrowers have elected to permit the
Term Loan Lenders to decline such prepayment and one or more Term Loan Lenders
have declined such prepayment or mandatory prepayment, as the case may be, the
amount of such declined prepayments will be applied to reduce the Total
Commitment, PROVIDED that in no event shall the Total Commitment be reduced
below $250,000,000 as a result of mandatory prepayments.

         SS.4.5. OPTIONAL PREPAYMENT OF TERM LOAN. The Borrowers shall have the
right at any time to prepay the Term Notes on or before the Term Loan Maturity
Date, as a whole, or in part, upon not less than three (3) Business Days prior
written notice to the Administrative Agent, without premium or penalty (other
than the obligation to reimburse the Term Loan Lenders and the Administrative
Agent pursuant to ss.5.8 hereof), PROVIDED that (i) each partial prepayment
shall be in the principal amount of $1,000,000 or an integral multiple of
$500,000 thereof, and (ii) each partial prepayment shall be allocated among the
Term Loan Lenders in accordance with such Lenders' Term Loan Percentages. Any
prepayment of principal of the Term Loan shall include all interest accrued to
the date of prepayment and shall be applied against the scheduled installments
of principal due on the Term Loan in the inverse order of maturity. No amount
repaid with respect to the Term Loan may be reborrowed.

         SS.4.6.  INTEREST ON TERM LOAN.

         SS.4.6.1. INTEREST RATES. Except as otherwise provided in ss.5.6, the
outstanding principal amount of the Term Loan shall bear interest at the rate
per annum equal to the (a) the Base Rate PLUS the Applicable Term Loan Base Rate
Margin on Base Rate Loans or (b) Eurodollar Rate PLUS the Applicable Term Loan
Eurodollar Margin on Eurodollar Loans. The Borrowers jointly and severally
promise to pay interest on the Term Loan (x) quarterly in arrears on the first
Business Day of each calendar quarter for the immediately preceding calendar
quarter, commencing October 1, 2000, on Base Rate Loans, (y) on the last day of
the applicable Interest Period, and if such Interest Period is longer than three
(3) months, also on the day which is three (3) months and, if applicable, six
(6) months and nine (9) months, after the commencement of such Interest Period,
on Eurodollar Loans, and (z) in any event, on the Term Loan Maturity Date.

         SS.4.6.2. NOTIFICATION BY BORROWERS. The Borrowers shall notify the
Administrative Agent, such notice to be irrevocable, at least three (3)
Eurodollar Business Days prior to the Drawdown Date of the Term Loan (or any
portion thereof). After the Term Loan has been made, the provisions of ss.2.5
shall apply MUTATIS MUTANDIS with respect to all or any portion of the Term Loan
so that the Borrowers may have the same Eurodollar interest rate options with




                                      -37-
<PAGE>   46




respect to all or any portion of the Term Loan as they would be entitled to with
respect to the Revolving Credit Loans, PROVIDED, HOWEVER, the Borrowers will
have no more than twenty (20) different maturities of Eurodollar Loans (whether
Revolving Credit Loans or a portion of the Term Loan) outstanding at any time.
In the event that the Borrowers fail to give the Administrative Agent notice
with respect to the continuation of any Eurodollar Loan hereunder within three
(3) days prior to the expiration of the Interest Period relating thereto, then
such Eurodollar Loan shall be converted to a Base Rate Loan.

         SS.4.6.3. AMOUNTS, ETC. Any portion of the Term Loan bearing interest
at the Eurodollar Rate relating to any Interest Period shall be in the amount of
$1,000,000 or an integral thereof. No Interest Period relating to the Term Loan
or any portion thereof bearing interest at the Eurodollar Rate shall extend
beyond the date on which any regularly scheduled installment payment of the
principal of the Term Loan is to be made unless a portion of the Term Loan at
least equal to such installment payment has an Interest Period ending on such
date.

         SS.5. CERTAIN GENERAL PROVISIONS.

         SS.5.1. FEES.

         (a) COMMITMENT FEE. The Borrowers jointly and severally agree, in
accordance with the provisions of ss.5.12, to pay to the Administrative Agent,
for the respective account of each Revolving Credit Lender in accordance with
such Revolving Credit Lender's Commitment, a fee (the "Commitment Fee") equal to
the Applicable Commitment Rate MULTIPLIED BY the average daily amount of the
unused portion of such Lender's Commitment during each calendar quarter or
portion thereof from the Closing Date to the Revolving Credit Maturity Date (or
the date of termination in full of the Total Commitment, if earlier). The
Commitment Fee shall be payable quarterly in arrears on the first day of each
calendar quarter for the immediately preceding calendar quarter commencing on
October 1, 2000, with a final payment on the Revolving Credit Maturity Date or
any earlier date on which the Commitments shall terminate.

         (b) LETTER OF CREDIT FEES. The Borrowers shall pay a fee (the "Letter
of Credit Fee") equal to the Applicable L/C Margin MULTIPLIED BY the Maximum
Drawing Amount of each Letter of Credit. Such Letter of Credit Fee shall be
payable to the Administrative Agent for the account of the Revolving Credit
Lenders to be shared PRO RATA by the Revolving Credit Lenders in accordance with
their respective Commitments. The Borrowers shall also pay a fee (the "Issuance
Fee") to the Issuing Bank, for its own account, equal to 0.125% per annum on the
Maximum Drawing Amount of all Letters of Credit issued by the Issuing Bank, plus
its customary administrative charges. The Letter of Credit Fee and the Issuance
Fee shall be payable for the number of days each Letter of Credit is
outstanding, and shall be payable quarterly in arrears on the first day of each
calendar quarter for the immediately preceding calendar quarter, and on the
Revolving Credit Maturity Date.






                                      -38-
<PAGE>   47




         (c) ADMINISTRATIVE AGENT'S FEE. The Borrowers shall pay to the
Administrative Agent an Administrative Agent's fee, as previously agreed upon
among the Borrowers and the Administrative Agent.

         SS.5.2.  PAYMENTS.

         (a) All payments of principal, interest, Reimbursement Obligations,
fees and any other amounts due hereunder or under any of the other Loan
Documents shall be made to the Administrative Agent for the respective accounts
of the applicable Lenders and the Administrative Agent, to be received at the
Administrative Agent's Boston Office in immediately available funds by 1:00 p.m.
(Boston time) on any due date. The Administrative Agent will, promptly after its
receipt thereof, transfer in immediately available funds, as applicable, (i) to
each of the Revolving Credit Lenders its PRO RATA portion of such payment in
accordance with its respective Commitment Percentage in the case of Revolving
Credit Loans and Letters of Credit, (ii) to Fleet in the case of payments with
respect to Swing Line Loans, and (iii) to each of the Term Loan Lenders its PRO
RATA portion of such payment in accordance with its respective Term Loan
Percentage.

         (b) All payments by the Borrowers hereunder and under any of the other
Loan Documents shall be made without setoff or counterclaim and free and clear
of and without deduction for any taxes, levies, imposts, duties, charges, fees,
deductions, withholdings, compulsory loans, restrictions or conditions of any
nature now or hereafter imposed or levied by any jurisdiction or any political
subdivision thereof or taxing or other authority therein unless the Borrowers
are compelled by law to make such deduction or withholding. Except as otherwise
provided in this Section 5.2, if any such obligation is imposed upon the
Borrowers with respect to any amount payable by them hereunder (including any
payment pursuant to this ss.5.2(b)), or under any of the other Loan Documents,
the Borrowers will pay to the Administrative Agent, for the account of the
applicable Lenders or the Administrative Agent, on the date on which such amount
is due and payable hereunder or under such other Loan Document, such additional
amount in Dollars as shall be necessary to enable the applicable Lenders or the
Administrative Agent to receive the same net amount which such Lenders or the
Administrative Agent would have received on such due date had no such obligation
been imposed upon the Borrowers. The Borrowers will deliver promptly to the
Lender certificates or other valid vouchers for all taxes or other charges
deducted from or paid with respect to payments made by the Borrowers hereunder
or under such other Loan Document.

         (c) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof or the District of Columbia (a "Non-U.S.
Lender") agrees that, prior to the first date on which any payment is due to it
hereunder, it will deliver to the Borrowers and the Administrative Agent (i) two
duly completed copies of United States Internal Revenue Service Form W-8BEN or
W-8ECI or successor applicable form, as the case may be, certifying in each case
that such Non-U.S. Lender is entitled to receive payments under this Credit
Agreement and the Notes payable to it, without deduction or withholding of any
United States federal income taxes, or (ii) if such Lender is not a "bank"
within the meaning of Section 881(c)(3)(A) of the Code and intends to claim
exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of








                                      -39-
<PAGE>   48





the Code with respect to payments of "portfolio interest," a Form W-8, or any
subsequent versions thereof or successors thereto (and, if such Non-U.S. Lender
delivers a Form W-8, a certificate (a "Section 5.2(c)(ii) Certificate")
representing that such Non-U.S. Lender is not a bank for purposes of Section
881(c) of the Code), is not a ten-percent shareholder (within the meaning of
Section 871(h)(3)(B) of the Code) of the Borrowers and is not a controlled
foreign corporation related to the Borrowers (within the meaning of Section
864(d)(4) of the Code)), properly completed and duly executed by such Non-U.S.
Lender claiming complete exemption from, or a reduced rate of, U.S. Federal
withholding tax on payments of interest by the Borrowers under this Credit
Agreement and the other Loan Documents. Each Non-U.S. Lender that so delivers a
Form W-8BEN or W-8ECI, or a Form W-8 and a Section 5.2(c)(ii) Certificate, as
the case may be, pursuant to the preceding sentence further undertakes to
deliver to each of the Borrowers and the Administrative Agent two further copies
of Form W-8BEN or W-8ECI, or Form W-8 and Section 5.2(c)(ii) Certificate, as the
case may be, or successor applicable form, or other manner of certification, as
the case may be, on or before the date that any such letter or form expires or
becomes obsolete or after the occurrence of any event requiring a change in the
most recent form previously delivered by it to the Borrowers, and such
extensions or renewals thereof as may reasonably be requested by the Borrowers,
certifying in the case of a Form W-8BEN or W-8ECI, or a Form W-8 and a Section
5.2(c)(ii) Certificate, as the case may be, that such Non-U.S. Lender is
entitled to receive payments under this Credit Agreement and the Notes without
deduction or withholding of any United States federal income taxes, unless in
any such case an event (including, without limitation, any change in treaty, law
or regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Non-U.S. Lender from duly completing and delivering any such form
with respect to it and such Non-U.S. Lender advises the Borrowers that it is not
capable of receiving payments without any deduction or withholding of United
States federal income tax.

         (d) In the event that the Borrowers are required to make such deduction
or withholding as a result of the fact that a Lender is organized outside of the
United States, such Lender shall use its reasonable best efforts to transfer its
Loans to an affiliate organized within the United States if such transfer would
have no adverse effect on such Lender or the Loans.

         (e) Whenever a payment or fee hereunder or under any of the other Loan
Documents becomes due on a day that is not a Business Day, the due date for such
payment or fee shall be extended to the next succeeding Business Day, and
interest shall accrue during such extension; PROVIDED THAT any Interest Period
for any Eurodollar Loan which ends on a day that is not a Eurodollar Business
Day shall end on the next succeeding Eurodollar Business Day unless the result
of such extension would be to carry such Interest Period into another calendar
month, in which event such Interest Period shall end on the immediately
preceding Eurodollar Business Day.








                                      -40-
<PAGE>   49




         SS.5.3. COMPUTATIONS. All computations of interest on Base Rate Loans,
and of Commitment Fees, Letter of Credit Fees or other fees shall, unless
otherwise expressly provided herein, be based on a 365-day year (or 366-day
year, as applicable) and paid for the actual number of days elapsed. All
computations of interest on Eurodollar Loans shall, unless otherwise expressly
provided herein, be based on a 360-day year and paid for the actual number of
days elapsed.

         SS.5.4. CAPITAL ADEQUACY. If any present or future law, governmental
rule, regulation, policy, guideline or directive (whether or not having the
force of law) or the interpretation thereof by a court or governmental authority
with appropriate jurisdiction affects the amount of capital required or expected
to be maintained by any Lender, or the Administrative Agent or any corporation
controlling such Lender or the Administrative Agent and such Lender or the
Administrative Agent determines that the amount of capital required to be
maintained by it is increased by or based upon the existence of such Lender's or
the Administrative Agent's Loans, Letter of Credit Participations or Letters of
Credit, or Commitment with respect thereto, then such Lender or the
Administrative Agent may notify the Borrowers of such fact. To the extent that
the costs of such increased capital requirements are not reflected in the Base
Rate (if relating to Base Rate Loans), the Borrowers and such Lender or the
Administrative Agent shall thereafter attempt to negotiate in good faith, within
thirty (30) days of the day on which the Borrowers receive such notice, an
adjustment payable hereunder that will adequately compensate such Lender or the
Administrative Agent in light of these circumstances. If the Borrowers and such
Lender or the Administrative Agent are unable to agree to such adjustment within
thirty (30) days of the date on which the Borrowers receive such notice, then
commencing on the date of such notice (but not earlier than the effective date
of any such increased capital requirement), the fees payable hereunder shall
increase by an amount that will, in such Lender's or the Administrative Agent's
reasonable determination, provide adequate compensation. Each Lender and the
Administrative Agent shall allocate such cost increases among its customers in
good faith and on an equitable basis.

         SS.5.5. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to ss.5.4 and a brief explanation of such amounts which are
due, submitted by any Lender or the Administrative Agent to the Borrowers, shall
be PRIMA FACIE evidence that such amounts are due and owing.

         SS.5.6. INTEREST AFTER DEFAULT. After and during the continuance of an
Event of Default, interest on the Loans (and any overdue amounts payable
hereunder or under any of the other Loan Documents) shall bear interest
compounded monthly and payable on demand at a rate per annum equal to the Base
Rate, PLUS, if applicable, the Applicable Base Rate Margin PLUS two (2)
percentage points (2.00%) until such amount shall be paid in full (after, as
well as before, judgment).

         SS.5.7. INTEREST LIMITATION. Notwithstanding any other term of this
Credit Agreement or any Note or any other document referred to herein or
therein, the maximum amount of interest which may be charged to or collected
from any Person liable hereunder or under any Note by any Lender shall be
absolutely limited to, and shall in no event exceed, the maximum amount of
interest which could lawfully be charged or collected under applicable law
(including, to the extent applicable, the provisions of Section 5197 of the





                                      -41-
<PAGE>   50





Revised Statutes of the United States of America, as amended, 12 U.S.C. Section
85, as amended), so that the maximum of all amounts constituting interest under
applicable law, however computed, shall never exceed as to any Person liable
therefor such lawful maximum, and any term of this Credit Agreement, the Notes,
the Letter of Credit Applications, or any other document referred to herein or
therein which could be construed as providing for interest in excess of such
lawful maximum shall be and hereby is made expressly subject to and modified by
the provisions of this paragraph.

         SS.5.8. EURODOLLAR INDEMNITY. The Borrowers agree to indemnify the
Lenders and the Administrative Agent and in each case to hold them harmless from
and against any loss, cost or expenses that such Lenders and the Administrative
Agent may sustain or incur as a consequence of (a) default by the Borrowers in
payment of the principal amount of or any interest on any Eurodollar Loans as
and when due and payable, including any such loss or expense arising from
interest or fees payable by any Lender or the Administrative Agent to lenders of
funds obtained by it in order to maintain its Eurodollar Loans, (b) a prepayment
of principal on any Eurodollar Loan, including prepayments which are the result
of acceleration by the Lenders, or (c) failure by the Borrowers to make a
borrowing or conversion after the Borrowers have given (or are deemed to have
given) notice pursuant to ss.ss.2.5, 2.6 or 4.6.2 or (d) the making of any
payment of a Eurodollar Loan or the making of any conversion of any such
Eurodollar Loan to a Base Rate Loan or on a day that is not the last day of the
applicable Interest Period with respect thereto, including interest or fees
payable by any Lender to lenders of funds obtained by it in order to maintain
any such Loans. Such loss or reasonable expense shall include an amount equal to
(i) the excess, if any, as reasonably determined by the applicable Lender of its
cost of obtaining the funds for the Eurodollar Loan being paid, prepaid,
converted, not converted, or not borrowed, as the case may be (based on the
Eurodollar Rate) for the period from the date of such payment, prepayment,
conversion, or failure to borrow or convert, as the case may be, to the last day
of the Interest Period for such Loan (or, in the case of a failure to borrow,
the Interest Period for the Loan which would have commenced on the date of such
failure to borrow) over (ii) the amount of interest (as reasonably determined by
such Lender) that would be realized by such Lender in reemploying the funds so
paid, prepaid, converted, or not borrowed, converted, or prepaid for such period
or Interest Period, as the case may be, which determinations shall be prima
facie evidence thereof absent manifest error.

         SS.5.9. ILLEGALITY; INABILITY TO DETERMINE EURODOLLAR RATE.
Notwithstanding any other provision of this Credit Agreement, if (a) the
introduction of, any change in, or any change in the interpretation of, any law
or regulation applicable to the Administrative Agent or any Lender shall make it
unlawful, or any central bank or other governmental authority having
jurisdiction thereof shall assert that it is unlawful, for any Lender or the
Administrative Agent to perform its obligations in respect of any Eurodollar
Loans, or (b) if any Lender or the Administrative Agent shall determine with
respect to Eurodollar Loans that (i) by reason of circumstances affecting the







                                      -42-
<PAGE>   51




Eurodollar interbank market generally, adequate and reasonable methods do not
exist for ascertaining the Eurodollar Rate which would otherwise be applicable
during any Interest Period, or (ii) deposits of Dollars in the relevant amount
for the relevant Interest Period are not available to such Lender or the
Administrative Agent in any Eurodollar interbank market, or (iii) the Eurodollar
Rate does not or will not accurately reflect the cost to such Lender or the
Administrative Agent of obtaining or maintaining the applicable Eurodollar Loans
during any Interest Period, then such Lender or the Administrative Agent shall
promptly give telephonic, telex or cable notice of such determination to the
Parent (which notice shall be conclusive and binding upon the Borrowers). Upon
such notification by such Lender or the Administrative Agent, the obligation of
such Lender or the Administrative Agent to make Eurodollar Loans shall be
suspended until such Lender or the Administrative Agent determines that such
circumstances no longer exist, and the outstanding Eurodollar Loans shall
continue to bear interest at the applicable rate based on the Eurodollar Rate
until the end of the applicable Interest Period or such earlier periods as may
be required by law, and thereafter shall be deemed converted to Base Rate Loans
in equal principal amounts.

         SS.5.10. ADDITIONAL COSTS, ETC. If any present or future applicable
law, which expression, as used herein, includes statutes, rules and regulations
thereunder and interpretations thereof by any competent court or by any
governmental or other regulatory body or official charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to any Lender or the Administrative Agent by any central bank
or other fiscal, monetary or other authority (whether or not having the force of
law), shall:

         (a) subject any Lender or the Administrative Agent to any tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature with respect
to this Credit Agreement, the other Loan Documents, any Letters of Credit or
participations therein, such Lender's Commitment or the Loans or participations
therein (other than taxes based upon or measured by the income or profits of
such Lender or the Administrative Agent), or

         (b) materially change the basis of taxation (except for changes in
taxes on income or profits) of payments to any Lender or the Administrative
Agent of the principal of or the interest on any Loans or any other amounts
payable to such Lender or the Administrative Agent under this Credit Agreement
or any of the other Loan Documents, or

         (c) impose or increase or render applicable (other than to the extent
specifically provided for elsewhere in this Credit Agreement or included in the
calculation of the interest rate) any special deposit, reserve, assessment,
liquidity, capital adequacy or other similar requirements (whether or not having
the force of law) against assets held by, or deposits in or for the account of,
or loans by, or letters of credit issued by or participated in, or commitments
of an office of any Lender or the Administrative Agent, or








                                      -43-
<PAGE>   52




         (d) impose on any Lender or the Administrative Agent any other
conditions or requirements with respect to this Credit Agreement, the other Loan
Documents, any Letters of Credit, the Loans, such Lender's Commitment or any
class of loans, letters of credit or commitments of which any of the Loans or
such Lender's Commitment forms a part, and the result of any of the foregoing
is:

                  (i) to increase the cost to any Lender of making, funding,
issuing, renewing, extending or maintaining any of the Loans or such Lender's
Commitment or any Letter of Credit or participations therein, or

                  (ii) to reduce the amount of principal, interest,
Reimbursement Obligation or other amount payable to such Lender or the
Administrative Agent hereunder on account of such Lender's Commitment any Letter
of Credit or any of the Loans or any participations therein, or

                  (iii) to require such Lender or the Administrative Agent to
make any payment or to forego any interest or Reimbursement Obligation or other
sum payable hereunder, the amount of which payment or foregone interest or
Reimbursement Obligation or other sum is calculated by reference to the gross
amount of any sum receivable or deemed received by such Lender or the
Administrative Agent from the Borrowers hereunder;

then, and in each such case, the Borrowers, will, upon demand made by such
Lender or the Administrative Agent at any time and from time to time and as
often as the occasion therefor may arise, pay to such Lender or the
Administrative Agent such additional amounts as will be sufficient to compensate
such Lender or the Administrative Agent for such additional cost, reduction,
payment or foregone interest or other sum (after such Lender or the
Administrative Agent shall have allocated the same fairly and equitably among
all customers of any class generally affected thereby).

         SS.5.11.  REPLACEMENT OF LENDERS.

         (a) If any Lender (an "Affected Lender") (i) makes demand upon the
Borrowers for (or if the Borrowers are otherwise required to pay) amounts
pursuant to ss.ss.5.2(b), 5.4 or 5.10 or (ii) is unable to make or maintain
Eurodollar Loans as a result of a condition described in ss.5.9 or (iii) when
required hereunder fails to make available to the Administrative Agent itS PRO
RATA share of any Loan or to purchase any Letter of Credit Participation, the
Borrowers may, within 90 days of (A) receipt of such demand or notice (or the
occurrence of such other event causing the Borrowers to be required to pay such
compensation or causing ss.5.9 to be applicable), or (B) the date on which such
Affected Lender fails to make available to the Administrative Agent itS PRO RATA
share of any Loan or to purchase any Letter of Credit Participation by notice in
writing to the Administrative Agent and such Affected Lender (a "Replacement
Notice") obtain a replacement lender satisfactory to the Administrative Agent
(the "Replacement Lender") to assume the Affected Lender's Commitment and/or the







                                      -44-
<PAGE>   53





Affected Lender's Term Loan Percentage of the Term Loan, as applicable, by (1)
requesting the non-Affected Lenders to acquire and assume all of the Affected
Lender's Loans and Commitment, as provided herein, but none of such Lenders
shall be under an obligation to do so; or (2) designating a Replacement Lender
reasonably satisfactory to the Administrative Agent. If any satisfactory
Replacement Lender shall be obtained, and/or any of the non-Affected Lenders
shall agree to acquire and assume all of the Affected Lender's Loans and
Commitment, then such Affected Lender shall, so long as no Event of Default
shall have occurred and be continuing, assign, in accordance with ss.18, all of
its Commitment, Loans, Notes and other rights and obligations under this Credit
Agreement and all other Loan Documents to such Replacement Lender or
non-Affected Lenders, as the case may be, in exchange for payment of the
principal amount so assigned and all interest and fees accrued on the amount so
assigned, plus all other Obligations then due and payable to the Affected
Lender; PROVIDED, HOWEVER, that (i) such assignment shall be without recourse,
representation or warranty and shall be on terms and conditions reasonably
satisfactory to such Affected Lender and such Replacement Lender and/or
non-Affected Lenders, as the case may be, and (ii) prior to any such assignment,
the Borrowers shall have paid to such Affected Lender all amounts properly
demanded and unreimbursed under ss.ss.5.4, 5.8, 5.9 and 5.10, if applicable.
Upon the effective date of such assignment, the Borrowers shall issue
replacement Revolving Credit Notes or Term Notes, as applicable, to such
Replacement Lender and/or non-Affected Lenders, as the case may be, and such
institution shall become a "Lender" for all purposes under this Credit Agreement
and the other Loan Documents.

         (b) If any Lender (other than the Administrative Agent in its capacity
as such) refuses consent to certain proposed changes, waivers, discharges or
terminations with respect to the Credit Agreement which require the consent of
all Lenders under Section 27 and which have been approved by the Majority
Lenders as provided in Section 27, then the Borrowers shall have the right
within ninety (90) days after any such refusal, if no Default or Event of
Default then exists, to replace such Lender (the "Replaced Lender") with any
other Lender or with one or more Eligible Assignees, none of which shall
constitute a Delinquent Lender at the time of such replacement (collectively,
the "Substitute Lender") reasonably acceptable to the Administrative Agent and,
if the respective Substitute Lender will have a Commitment, the Issuing Bank(s);
PROVIDED that:

                  (i) at the time of any replacement pursuant to this Section
5.11(b), the Substitute Lender shall enter into one or more assignment
agreements pursuant to Section 18.1 (and with all fees payable pursuant to
Section 18.3 to be paid by the Substitute Lender) pursuant to which the
Substitute Lender shall acquire all of the Commitments and outstanding Loans of,
and participations in Letters of Credit by, the Replaced Lender and, in
connection therewith, shall pay to (y) the Replaced Lender in respect thereof an
amount equal to the sum of (A) an amount equal to the principal of, and all
accrued interest on, all outstanding Loans of the Replaced Lender, (B) an amount
equal to such Replaced Lender's Reimbursement Obligation, together with all then
unpaid interest with respect thereto at such time and (C) an amount equal to all





                                      -45-
<PAGE>   54




accrued, but theretofore unpaid, fees owing to the Replaced Lender pursuant to
Section 5.1 hereof and (z) the Issuing Bank an amount equal to such Replaced
Lender's Reimbursement Obligation (which at such time remains a Reimbursement
Obligation) to the extent such amount was not theretofore funded by such
Replaced Lender; and

                  (ii) all obligations of the Borrowers owing to the Replaced
Lender (other than those specifically described in clause (i) above in respect
of which the assignment purchase price has been, or is concurrently being, paid)
shall be paid in full by the Borrowers to such Replaced Lender concurrently with
such replacement.

Upon the execution of the respective assignment documentation, the payment of
amounts referred to in clauses (i) and (ii) above, recordation of the assignment
on the Register by the Administrative Agent pursuant to Section 18.3 and, if so
requested by the Substitute Lender, delivery to the Substitute Lender of the
appropriate Notes executed by the Borrowers, the Substitute Lender shall become
a Lender hereunder and the Replaced Lender shall cease to constitute a Lender
hereunder with respect to the Loans and Commitments so transferred, except with
respect to indemnification provisions under the Credit Agreement, which shall
survive as to such Replaced Lender, and the Loan Percentages of the Lenders
shall be automatically adjusted at such time to give effect to such replacement.

         SS.5.12.  CONCERNING JOINT AND SEVERAL LIABILITY OF THE BORROWERS.

         (a) Each of the Borrowers is accepting joint and several liability for
the Obligations of all of the Borrowers hereunder and under the other Loan
Documents in consideration of the financial accommodations to be provided by the
Administrative Agent and the Lenders under this Credit Agreement, for the mutual
benefit, directly and indirectly, of each of the Borrowers and in consideration
of the undertakings of each other Borrower to accept joint and several liability
for the Obligations.

         (b) Each of the Borrowers, jointly and severally, hereby irrevocably
and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Borrowers with respect to the payment
and performance of all of the Obligations of the Borrowers (including, without
limitation, any Obligations arising under this ss.5.12), it being the intention
of the parties hereto that all of the Obligations shall be the joint and several
obligations of each of the Borrowers without preferences or distinction among
them.

         (c) If and to the extent that any of the Borrowers shall fail to make
any payment with respect to any of the Obligations as and when due or to perform
any of the Obligations in accordance with the terms thereof, then in each such
event the Borrowers will make such payment with respect to, or perform, such
Obligation.

         (d) The Obligations of each of the Borrowers under the provisions of
this ss.5.12 constitute full recourse obligations of each of such Borrowers
enforceable against each such Borrower to the full extent of its properties and
assets, irrespective of the validity, regularity or enforceability of this
Credit Agreement or any other circumstance whatsoever.






                                      -46-
<PAGE>   55




         (e) Except as otherwise expressly provided in this Credit Agreement,
each of the Borrowers, to the fullest extent permitted by applicable law, hereby
waives notice of acceptance of its joint and several liability, notice of any
Loans made under this Credit Agreement, notice of any action at any time taken
or omitted by the Administrative Agent or the Lenders under or in respect of any
of the Obligations, and, generally, to the extent permitted by applicable law,
all demands, notices and other formalities of every kind in connection with this
Credit Agreement. Each Borrower, to the fullest extent permitted by applicable
law, hereby waives all defenses which may be available by virtue of any
valuation, stay, moratorium law or other similar law now or hereafter in effect,
any right to require the marshaling of assets of the Borrowers and any other
entity or Person primarily or secondarily liable with respect to any of the
Obligations and all suretyship defenses generally. Each of the Borrowers, to the
fullest extent permitted by applicable law, hereby assents to, and waives notice
of, any extension or postponement of the time for the payment of any of the
Obligations, the acceptance of any payment of any of the Obligations, the
acceptance of any partial payment thereon, any waiver, consent or other action
or acquiescence by the Lenders at any time or times in respect of any default by
any of the Borrowers in the performance or satisfaction of any term, covenant,
condition or provision of this Credit Agreement, any and all other indulgences
whatsoever by the Lenders in respect of any of the Obligations, and the taking,
addition, substitution or release, in whole or in part, at any time or times, of
any security for any of the Obligations or the addition, substitution or
release, in whole or in part, of any of the Borrowers. Without limiting the
generality of the foregoing, each of the Borrowers assents to any other action
or delay in acting or failure to act on the part of the Lenders with respect to
the failure by any of the Borrowers to comply with any of its respective
Obligations including, without limitation, any failure strictly or diligently to
assert any right or to pursue any remedy or to comply fully with applicable laws
or regulations thereunder, which might, but for the provisions of this ss.5.12,
afford grounds for terminating, discharging or relieving any of the Borrowers,
in whole or in part, from any of its Obligations under this ss.5.12, it being
the intention of each of the Borrowers that, so long as any of the Obligations
hereunder remain unsatisfied, the Obligations of such Borrowers under this
ss.5.12 shall not be discharged except by performance and then only to the
extent of such performance. The Obligations of each of the Borrowers under this
ss.5.12 shall not be diminished or rendered unenforceable by any winding up,
reorganization, arrangement, liquidation, re-construction or similar proceeding
with respect to any of the Borrowers, the Administrative Agent or the Lenders.
The joint and several liability of the Borrowers hereunder shall continue in
full force and effect notwithstanding any absorption, merger, amalgamation or
any other change whatsoever in the name, membership, constitution or place of
formation of any of the Borrowers, the Administrative Agent or the Lenders.

         (f) To the extent any Borrower makes a payment hereunder in excess of
the aggregate amount of the benefit received by such Borrower in respect of the
extensions of credit under the Credit Agreement (the "Benefit Amount"), then
such Borrower, after the payment in full, in cash, of all of the Obligations,
shall be entitled to recover from each other Borrower such excess payment, PRO
RATA, in accordance with the ratio of the Benefit Amount received by each such







                                      -47-
<PAGE>   56





other Borrower to the total Benefit Amount received by all Borrowers, and the
right to such recovery shall be deemed to be an asset and property of such
Borrower so funding; PROVIDED, that each of the Borrowers hereby agrees that it
will not enforce any of its rights of contribution or subrogation against the
other Borrowers with respect to any liability incurred by it hereunder or under
any of the other Loan Documents, any payments made by it to any of the Lenders
or the Administrative Agent with respect to any of the Obligations or any
collateral security therefor until such time as all of the Obligations have been
irrevocably paid in full in cash. Any claim which any Borrower may have against
any other Borrower with respect to any payments to the Lenders or the
Administrative Agent hereunder or under any other Loan Document are hereby
expressly made subordinate and junior in right of payment, without limitation as
to any increases in the Obligations arising hereunder or thereunder, to the
prior payment in full of the Obligations and, in the event of any insolvency,
bankruptcy, receivership, liquidation, reorganization or other similar
proceeding under the laws of any jurisdiction relating to any Borrower, its
debts or its assets, whether voluntary or involuntary, all such Obligations
shall be paid in full before any payment or distribution of any character,
whether in cash, securities or other property, shall be made to any other
Borrower therefor.

         (g) Each of the Borrowers hereby agrees that the payment of any amounts
due with respect to the indebtedness owing by any Borrower to any other Borrower
is hereby subordinated to the prior payment in full in cash of the Obligations.
Each Borrower hereby agrees that after the occurrences and during the
continuance of any Default or Event of Default, such Borrower will not demand,
sue for or otherwise attempt to collect any indebtedness of any other Borrower
owing to such Borrower until the Obligations shall have been paid in full in
cash. If, notwithstanding the foregoing sentence, such Borrower shall collect,
enforce or receive any amounts in respect of such indebtedness before payment in
full in cash of the Obligations, such amounts shall be collected, enforced,
received by such Borrower as trustee for the Administrative Agent and be paid
over to the Administrative Agent for the PRO RATA accounts of the Lenders (in
accordance with each such Lender's Loan Percentage) to be applied to repay (or
be held as security for the repayment of) the Obligations.

         (h) The provisions of this ss.5.12 are made for the benefit of the
Administrative Agent and the Lenders and their successors and assigns, and may
be enforced in good faith by them from time to time against any or all of the
Borrowers as often as the occasion therefor may arise and without requirement on
the part of the Administrative Agent or the Lenders first to marshal any of
their claims or to exercise any of their rights against any other Borrower or to
exhaust any remedies available to them against any other Borrower or to resort
to any other source or means of obtaining payment of any of the Obligations
hereunder or to elect any other remedy. The provisions of this ss.5.12 shall
remain in effect until all of the Obligations shall have been paid in full or
otherwise fully satisfied. If at any time, any payment, or any part thereof,
made in respect of any of the Obligations, is rescinded or must otherwise be
restored or returned by the Administrative Agent or the Lenders upon the
insolvency, bankruptcy or reorganization of any of the Borrowers or is repaid in
good faith settlement of a pending or threatened avoidance claim, or otherwise,
the provisions of this ss.5.12 will forthwith be reinstated in effect, as though
such payment had not been made.







                                      -48-
<PAGE>   57




         (i) Each of the Borrowers hereby appoints the Parent, and the Parent
hereby agrees, to act as its representative and authorized signor with respect
to any notices, demands, communications or requests under this Credit Agreement
or the other Loan Documents, including, without limitation, with respect to Loan
and Letter of Credit Requests and Compliance Certificates and pursuant to ss.20
of this Credit Agreement.

         (j) It is the intention and agreement of the Borrowers and the Lenders
that the obligations of the Borrowers under this Credit Agreement shall be valid
and enforceable against the Borrower to the maximum extent permitted by
applicable law. Accordingly, if any provision of this Credit Agreement creating
any obligation of the Borrowers in favor of the Lenders shall be declared to be
invalid or unenforceable in any respect or to any extent, it is the stated
intention and agreement of the Borrowers and the Lenders that any balance of the
obligation created by such provision and all other obligations of the Borrowers
to the Lenders created by other provisions of this Credit Agreement shall remain
valid and enforceable. Likewise, if by final order a court of competent
jurisdiction shall declare any sums which the Lenders may be otherwise entitled
to collect from the Borrowers under this Credit Agreement to be in excess of
those permitted under any law (including any federal or state fraudulent
conveyance or like statute or rule of law) applicable to the Borrower's
obligations under this Credit Agreement, it is the stated intention and
agreement of the Borrowers and the Lenders that all sums not in excess of those
permitted under such applicable law shall remain fully collectible by the
Lenders from the Borrowers.

         SS.5.13. REASONABLE EFFORTS TO MITIGATE. Each Lender and the
Administrative Agent agrees that as promptly as practicable after it becomes
aware of the occurrence of an event or the existence of a condition that would
cause it to be affected under ss.5.2(b), ss.5.4, ss.5.9 or ss.5.10, such Lender
or the Administrative Agent will give notice thereof to the Borrowers, with a
copy to the Administrative Agent, and, to the extent so requested by the
Borrowers and not inconsistent with such Lender's or the Administrative Agent's
internal policies, such Lender or the Administrative Agent shall use reasonable
efforts and take such actions as are reasonably appropriate if as a result
thereof the additional monies which would otherwise be required to be paid to
such Lender or the Administrative Agent pursuant to such subsections would be
materially reduced, or the illegality or other adverse circumstances which would
otherwise require a conversion of such Loans or result in the inability to make
such Loans pursuant to such sections would cease to exist, and in each case if,
as determined by such Lender in its sole discretion, the taking of such actions
would not adversely affect such Loans or such Lender or the Administrative Agent
or otherwise be disadvantageous to such Lender or the Administrative Agent. To
the extent practicable and applicable, each Lender and the Administrative Agent
shall allocate such cost increases among its customers in good faith and on an
equitable basis.

         SS.6. REPRESENTATIONS AND WARRANTIES. Each of the Borrowers jointly and
severally represents and warrants to the Lenders and the Administrative Agent
that on and as of the date of this Credit Agreement, each Drawdown Date, and the








                                      -49-
<PAGE>   58



date of issuance, renewal or extension of any Letter of Credit (with any
disclosure on a schedule pursuant to this ss.6 applying to all relevant
representations and warranties, regardless of whether such schedule is
referenced in each relevant representation):

         SS.6.1.  CORPORATE AUTHORITY.

         (a) INCORPORATION; GOOD STANDING. Each Borrower (i) is a corporation
or, as the case may be, a limited partnership duly organized, validly existing
and in good standing or in current status under the laws of its respective
jurisdiction of incorporation or formation, (ii) has all requisite corporate or
partnership power to own its property and conduct its business as now conducted
and as presently contemplated, and (iii) is in good standing as a foreign Person
and is duly authorized to do business in each jurisdiction in which its property
or business as presently conducted or contemplated makes such qualification
necessary except where a failure to be so qualified would not have a material
adverse effect on the business, assets or financial condition of the Borrowers
as a whole.

         (b) AUTHORIZATION. The execution, delivery and performance of the Loan
Documents and the transactions contemplated hereby and thereby (i) are within
the corporate or other organizational authority of each Borrower, (ii) have been
duly authorized by all necessary corporate or other organizational proceedings,
(iii) do not conflict with or result in any breach or contravention of any
provision of law, statute, rule or regulation to which any Borrower is subject
or any judgment, order, writ, injunction, license or permit applicable to any
Borrower in a manner which is reasonably likely to have a material adverse
effect on the Borrowers taken as a whole, (iv) do not conflict with any
provision of the corporate charter, bylaws, certificate of limited partnership
or partnership agreement, as applicable, of any Borrower, and (v) do not
conflict with any provision of any agreement or other instrument binding upon
any Borrower in a manner which is reasonably likely to have a material adverse
effect on the Borrowers taken as a whole.

         (c) ENFORCEABILITY. The execution, delivery and performance of the Loan
Documents will result in valid and legally binding obligations of the Borrowers
enforceable against each in accordance with the respective terms and provisions
hereof and thereof, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or affecting
generally the enforcement of creditors' rights and except to the extent that
availability of the remedy of specific performance or injunctive relief is
subject to the discretion of the court before which any proceeding therefor may
be brought.

         SS.6.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance
by the Borrowers of the Loan Documents and the transactions contemplated hereby
and thereby do not require any approval or consent of, or filing with, any
governmental agency or authority other than those already obtained except
filings required by the Security Documents which may not have been completed on
the Closing Date but executed copies of which, if required hereunder, have been
delivered to the Administrative Agent in form and substance satisfactory to the
Administrative Agent.





                                      -50-
<PAGE>   59




         SS.6.3. TITLE TO PROPERTIES; LEASES. The Borrowers own all of the
assets reflected in the consolidated balance sheets as at the Balance Sheet Date
or acquired since that date (except property and assets sold or otherwise
disposed of in the ordinary course of business or except as otherwise permitted
hereunder since that date), subject to no mortgages, capitalized leases,
conditional sales agreements, title retention agreements, liens or other
encumbrances except Permitted Liens.

         SS.6.4.  FINANCIAL STATEMENTS; SOLVENCY.

         (a) There has been furnished to each of the Lenders audited
consolidated financial statements of the Borrowers dated as of the Balance Sheet
Date. Said audited financial statements have been prepared in accordance with
GAAP and fairly present in all material respects the financial condition of the
Borrowers on a consolidated basis as at the close of business on the date
thereof and the results of operations for the period then ended. There are no
contingent liabilities of the Borrowers involving material amounts required to
be disclosed under GAAP, known to the officers of the Parent, which have not
been disclosed in said balance sheets and the related notes thereto or otherwise
in writing to the Lenders.

         (b) The Borrowers on a consolidated basis (both before and after giving
effect to the transactions contemplated by this Credit Agreement) are and will
be solvent (i.e., (i) they have assets having a fair value in excess of their
liabilities, (ii) they have assets having a fair value in excess of the amount
required to pay their probable liabilities on existing debts as such debts
become absolute and matured, and (iii) they have, and expect to continue to
have, access to adequate capital for the conduct of their business and the
ability to pay their debts from time to time incurred in connection with the
operation of their business as such debts mature.

         (c) Each Borrower has a fiscal year which is the twelve months ending
on December 31 of each calendar year.

         SS.6.5. NO MATERIAL CHANGES, ETC. Since the Balance Sheet Date, except
as described in the Parent's filings with the SEC prior to the Closing Date,
there have occurred no material adverse changes in the financial condition or
businesses of the Borrowers, taken as a whole, as shown on or reflected in the
consolidated balance sheet of the Borrowers as of the Balance Sheet Date, or the
consolidated statement of income for the fiscal period then ended. Since the
Balance Sheet Date, there have not been any Distributions other than as
permitted by ss.8.6 hereof.

         SS.6.6. PERMITS, FRANCHISES, PATENTS, COPYRIGHTS, ETC. Each Borrower
possess all franchises, patents, copyrights, trademarks, trade names, licenses
and permits, and rights in respect of the foregoing, required for the conduct of
their businesses substantially as now conducted without known conflict with any
material rights of others.

         SS.6.7. LITIGATION. Except as shown on SCHEDULES 6.7 AND 6.16 hereto,
there are no actions, suits, proceedings or investigations of any kind pending
or, to the knowledge of any Borrower, threatened against any Borrower before any





                                      -51-
<PAGE>   60




court, tribunal or administrative agency or board which, if adversely
determined, could reasonably be expected to, either in any individual case or in
the aggregate, have a material adverse effect on the properties, assets,
financial condition or business of the Borrowers, taken as a whole, or
materially impair the right of the Borrowers, taken as a whole, to carry on
business substantially as now conducted, or result in any material liability not
adequately covered by insurance, or for which adequate reserves are not
maintained on the consolidated balance sheet or which question the validity of
any of the Loan Documents or any action taken or to be taken pursuant hereto or
thereto.

         SS.6.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. No Borrower is subject to
any charter, corporate or other legal restriction, or any judgment, decree,
order, rule or regulation which in the judgment of the Borrowers' officers has
or is expected in the future to have a material adverse effect on the business,
assets or financial condition of the Borrowers, taken as a whole. No Borrower is
a party to any contract or agreement which in the judgment of the Borrowers'
officers has or is expected to have any material adverse effect on the business
of the Borrowers, taken as a whole.

         SS.6.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. No Borrower is
violating any material provision of (a) its charter documents, certificate of
limited partnership, by-laws or partnership agreement or other constituent
documents, as applicable, or (b) any agreement or instrument by which it may be
subject or by which it or any of its properties may be bound or any decree,
order, judgment, or any statute, license, rule or regulation in a manner which
could reasonably be expected to have a material adverse effect on the financial
condition, properties or business of the Borrowers, taken as a whole.

         SS.6.10. TAX STATUS. Each Borrower has made or filed all material
federal and state income and all other tax returns, reports and declarations
required by any jurisdiction to which any of them is subject (unless and only to
the extent that such Borrower has set aside on its books provisions reasonably
adequate for the payment of all unpaid and unreported taxes); and have paid all
taxes and other governmental assessments and charges that are material in
amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and by appropriate proceedings; and
have set aside on their books provisions reasonably adequate for the payment of
all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction for which the Borrowers
have not set aside on their books provisions reasonably adequate for the payment
of such unpaid taxes, and the officers of the Borrowers know of no basis for any
such claim.

         SS.6.11. NO EVENT OF DEFAULT. No Default or Event of Default has
occurred and is continuing.

         SS.6.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. No Borrower is a
"holding company," or a "subsidiary company" of a "holding company," or an
"affiliate" of a "holding company," as such terms are defined in the Public






                                      -52-
<PAGE>   61




Utility Holding Company Act of 1935; nor is any Borrower a "registered
investment company," or an "affiliated company" or a "principal underwriter" of
a "registered investment company," as such terms are defined in the Investment
Company Act of 1940, as amended.

         SS.6.13. ABSENCE OF FINANCING STATEMENTS, ETC. Except with respect to
Permitted Liens, there is no effective financing statement, security agreement,
chattel mortgage, real estate mortgage or other document filed or recorded with
any filing records, registry, or other public office, which purports to cover,
affect or give notice of any present or possible future lien on, or security
interest in, any assets or property of any Borrower, or any rights relating
thereto, other than financing statements covering assets acquired in
acquisitions permitted under ss.8.4.1 for which the Borrowers are in the process
of obtaining termination statements or amendments releasing the acquired assets
covered thereunder, provided that the Borrowers have evidence in each case that
the obligations secured by such liens have been discharged.

         SS.6.14.  EMPLOYEE BENEFIT PLANS.

         (a) Except as shown on SCHEDULE 6.14 hereto, each Employee Benefit Plan
and each Guaranteed Pension Plan has been maintained and operated in compliance
in all material respects with the provisions of ERISA and, to the extent
applicable, the Code, including but not limited to the provisions thereunder
respecting prohibited transactions and the bonding of fiduciaries and other
Persons handling plan funds as required by ss.412 of ERISA. Each Borrower has
heretofore delivered to the Administrative Agent the most recently completed
annual report, Form 5500, with all required attachments, and actuarial statement
required to be submitted under ss.103(d) of ERISA, with respect to each
Guaranteed Pension Plan.

         (b) No Employee Benefit Plan, which is an employee welfare benefit plan
within the meaning of ss.3(1) or ss.3(2)(B) of ERISA, provides benefit coverage
subsequent to termination of employment, except as required by Title I, Part 6
of ERISA or the applicable state insurance laws. A Borrower may terminate each
such Plan at any time (or at any time subsequent to the expiration of any
applicable bargaining agreement) in the discretion of such Borrower without
liability to any Person other than for claims arising prior to termination.

         (c) Each contribution required to be made to a Guaranteed Pension Plan,
whether required to be made to avoid the incurrence of an accumulated funding
deficiency, the notice or lien provisions of ss.302(f) of ERISA, or otherwise,
has been timely made. No waiver of an accumulated funding deficiency or
extension of amortization periods has been received with respect to any
Guaranteed Pension Plan, and no Borrower nor any ERISA Affiliate is obligated to
or has posted security in connection with an amendment to a Guaranteed Pension
Plan pursuant to ss.307 of ERISA or ss.401(a)(29) of the Code. No liability to
the PBGC (other than required insurance premiums, all of which have been paid)
has been incurred by any Borrower or any ERISA Affiliate with respect to any






                                      -53-
<PAGE>   62






Guaranteed Pension Plan and there has not been any ERISA Reportable Event (other
than an ERISA Reportable Event as to which the requirement of 30 days notice has
been waived), or any other event or condition which presents a material risk of
termination of any Guaranteed Pension Plan by the PBGC. Based on the latest
valuation of each Guaranteed Pension Plan (which in each case occurred within
twelve months of the date of this representation), and on the actuarial methods
and assumptions employed for that valuation, the aggregate benefit liabilities
of all such Guaranteed Pension Plans within the meaning of ss.4001 of ERISA did
not exceed the aggregate value of the assets of all such Guaranteed Pension
Plans, disregarding for this purpose the benefit liabilities and assets of any
Guaranteed Pension Plan with assets in excess of benefit liabilities.

         (d) No Borrower nor any ERISA Affiliate has incurred any material
liability (including secondary liability) to any Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer Plan under ss.4201
of ERISA or as a result of a sale of assets described in ss.4204 of ERISA. No
Borrower nor any ERISA Affiliate has been notified that any Multiemployer Plan
is in reorganization or insolvent under and within the meaning of ss.4241 or
ss.4245 of ERISA or is at risk of entering reorganization or becoming insolvent,
or that any Multiemployer Plan intends to terminate or has been terminated under
ss.4041A of ERISA.

         SS.6.15.  USE OF PROCEEDS.

                  SS.6.15.1. GENERAL. The proceeds of the Loans shall be used
solely as follows: (a) to refinance existing Indebtedness of the Parent and
certain of its Subsidiaries under the Prior Credit Agreement; (b) to finance
acquisitions permitted pursuant to ss.8.4; and (c) for capital expenditures,
working capital, and general corporate purposes. The Borrowers will use Letters
of Credit solely for working capital and general corporate purposes.

                  SS.6.15.2. REGULATIONS U AND X. No portion of any Loan is to
be used, and no portion of any Letter of Credit is to be obtained, for the
purpose of purchasing or carrying any "margin security" or "margin stock" as
such terms are used in Regulations U and X of the Board of Governors of the
Federal Reserve System, 12 C.F.R. Parts 221 and 224.

                  SS.6.15.3. INELIGIBLE SECURITIES. No portion of the proceeds
of any Loans is to be used, and no portion of any Letter of Credit is to be
obtained, for the purpose of (a) knowingly purchasing, or providing credit
support for the purchase of, Ineligible Securities from a Section 20 Subsidiary
during any period in which such Section 20 Subsidiary makes a market in such
Ineligible Securities, (b) knowingly purchasing, or providing credit support for
the purchase of, during the underwriting or placement period, any Ineligible
Securities being underwritten or privately placed by a Section 20 Subsidiary, or
(c) making, or providing credit support for the making of, payments of principal
or interest on Ineligible Securities underwritten or privately placed by a
Section 20 Subsidiary and issued by or for the benefit of the Borrowers or other
Affiliate of the Borrowers.




                                      -54-
<PAGE>   63



         SS.6.16. ENVIRONMENTAL COMPLIANCE. Each Borrower has investigated the
past and present condition and usage of the Real Property now or heretofore
owned or leased by such Borrower and the operations conducted thereon and, based
upon such diligent investigation, has determined that, except as shown on
SCHEDULE 6.16:

         (a) No Borrower, nor any operator of the Borrowers' properties, is in
violation, or alleged violation, of any judgment, decree, order, law, permit,
license, rule or regulation pertaining to environmental matters, including
without limitation, those arising under RCRA, CERCLA, the Superfund Amendments
and Reauthorization Act of 1986, the Federal Clean Water Act, the Federal Clean
Air Act, the Toxic Substances Control Act, or any state or local statute,
regulation, ordinance, order or decree relating to health, safety or the
environment (the "Environmental Laws"), which violation would have a material
adverse effect on the business, assets or financial condition of the Borrowers
on a consolidated basis.

         (b) No Borrower has received notice from any third party, including,
without limitation: any federal, state or local governmental authority, (i) that
any of the Borrowers has been identified by the United States Environmental
Protection Agency ("EPA") as a potentially responsible party under CERCLA with
respect to a site listed on the National Priorities List, 40 C.F.R. Part 300
Appendix B; (ii) that any hazardous waste, as defined by 42 U.S.C. ss.6903(5),
any hazardous substances as defined by 42 U.S.C. ss.9601(14), any pollutant or
contaminant as defined by 42 U.S.C. ss.9601(33) or any waste, hazardous waste,
dangerous goods, contaminants, pollutants, toxic substance, oil or hazardous
materials or other chemicals or substances regulated by any Environmental Laws
("Hazardous Substances") which any of the Borrowers has generated, stored,
handled, transported or Disposed of has been found at any site at which a
federal, state, or local agency or other third party has conducted or has
ordered that any Borrower conduct a remedial investigation, removal or other
response action pursuant to any Environmental Law; or (iii) that it is or may be
a named party to any claim, action, cause of action, complaint, legal or
administrative proceeding arising out of any third party's incurrence of costs,
expenses, losses or damages of any kind whatsoever in connection with the
Release of Hazardous Substances.

         (c) Except where it would not have a material adverse effect on the
Borrowers taken as a whole, (i) no portion of the Real Property has been used
for the handling, processing, storage or Disposal of Hazardous Substances; and
no underground tank or other underground storage receptacle for Hazardous
Substances is located on such properties; (ii) in the course of any activities
conducted by the Borrowers, or operators of the Real Property, no Hazardous
Substances have been generated or are being used on such properties in violation
of any Environmental Law; (iii) there have been no unpermitted Releases or
threatened Releases of Hazardous Substances on, upon, into or from the Real
Property; (iv) to the best of the Borrowers' knowledge, there have been no
Releases on, upon, from or into any real property in the vicinity of the Real







                                      -55-
<PAGE>   64




Property which, through soil or groundwater contamination, may have come to be
located on such properties; and (v) in addition, when required under applicable
Environmental Laws, any Hazardous Substances that have been generated on the
Real Property have been transported offsite only by carriers having an
identification number issued by the EPA, treated or Disposed of only by
treatment or Disposal facilities maintaining valid permits as required under
applicable Environmental Laws, which transporters and facilities, to the best of
the Borrowers' knowledge, have been and are operating in material compliance
with such permits and applicable Environmental Laws.

         (d) None of the Real Property is or shall be subject to any applicable
environmental clean-up responsibility law or environmental restrictive transfer
law or regulation, by virtue of the transactions set forth herein and
contemplated hereby.

         SS.6.17. PERFECTION OF SECURITY INTERESTS. Subject to ss.7.19 and
ss.8.4.1 and except with respect to documents delivered to the Administrative
Agent but not yet filed or recorded, all filings, assignments, pledges and
deposits of documents or instruments have been made and all other actions have
been taken that are necessary or advisable under applicable law to establish and
perfect the Administrative Agent's security interest in the Collateral. Subject
to ss.8.4.1 and except for Permitted Liens, the Collateral and the
Administrative Agent's rights with respect to the Collateral are not subject to
any setoff, claims, withholdings or other defenses. The Borrowers' rights in the
Collateral are free from any lien, security interest, encumbrance and any other
claim or demand, except for Permitted Liens.

         SS.6.18. TRANSACTIONS WITH AFFILIATES. Except as set forth oN SCHEDULE
6.18 and arm's length transactions pursuant to which a Borrower makes payments
in the ordinary course of business upon terms no less favorable than such
Borrower could obtain from third parties, none of the officers, directors, or
employees of any Borrower is presently a party to any transaction with any
Borrower (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of any Borrower, any corporation,
partnership, trust or other entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner.

         SS.6.19. SUBSIDIARIES. SCHEDULE 2 sets forth a complete and accurate
list of the Restricted Subsidiaries of the Parent, including the name of each
such Restricted Subsidiary and its jurisdiction of incorporation, and such
SCHEDULE 2 shall be updated by the Borrowers from time to time. The Perfection
Certificate of each Restricted Subsidiary of the Parent that is a Borrower sets
forth the location of the Collateral owned by such Subsidiary, the location of
such Subsidiary's chief executive office and its tax identification number. The
Pledge Agreements set forth the number of authorized and outstanding shares of
capital stock or equity interests of each Restricted Subsidiary of the Parent
that is a Borrower. Each Restricted Subsidiary listed on SCHEDULE 2 is
wholly-owned by the Parent or a Restricted Subsidiary of the Parent. The Parent
or a Restricted Subsidiary of the Parent has good and marketable title to all of
the shares or other equity interests it purports to own of each such Restricted







                                      -56-







<PAGE>   65
Subsidiary, free and clear in each case of any lien or encumbrance. All such
shares have been duly issued and are fully paid and non-assessable, to the
extent applicable. As of the Closing Date, all Subsidiaries of the Parent are
Restricted Subsidiaries except as set forth in SCHEDULE 3.

         SS.6.20. TRUE COPIES OF CHARTER AND OTHER DOCUMENTS. Each Borrower has
furnished the Administrative Agent copies, in each case true and complete as of
the Closing Date, of its (a) charter or certificate of limited partnership, as
applicable, and other incorporation or constituent documents and (b) by-laws, or
partnership agreement, as applicable, each including any amendments thereto.

         SS.6.21. DISCLOSURE. Neither this Credit Agreement, nor any of the
other Loan Documents, nor any document or information furnished by the Borrowers
in connection therewith contains any untrue statement of a material fact or
omits to state a material fact (known to any Borrower in the case of any
document or information not furnished by the Borrowers) necessary in order to
make the statements herein or therein not misleading. There is no fact known to
any Borrower which materially adversely affects, or which is reasonably likely
in the future to materially adversely affect, the business, assets or financial
condition of the Borrowers as a whole, exclusive of effects resulting from
changes in general economic conditions, legal standards or regulatory
conditions.

         SS.6.22.  CAPITALIZATION.

         (a) The authorized capital stock of the Parent consists of 250,000,000
shares of common stock (par value $0.01 per share), of which 58,331,102 shares
are outstanding as of July 21, 2000, and 5,000,000 shares of series A
convertible preferred stock (par value $0.01 per share), of which 100,000 shares
are outstanding as of July 21, 2000. All of such outstanding shares are fully
paid and non-assessable.

         (b) The shares of the capital stock or other equity interests of the
Borrowers (other than the Parent) pledged to the Administrative Agent pursuant
to the Pledge Agreements are held of record as set forth on ANNEX A to the
Pledge Agreements. Such capital stock or equity interests constitutes, of
record, 100% of the outstanding capital stock or equity interests of each such
Restricted Subsidiary, and, to the Borrowers' knowledge, on a fully-diluted
basis, 100% of such outstanding capital stock or equity interests.

         SS.6.23. SUBORDINATED DEBT. The incurrence of Senior Funded Debt,
including without limitation, the Obligations, will not be prohibited pursuant
to the terms of the then existing Subordinated Debt as of the date of such
incurrence.

         SS.7. AFFIRMATIVE COVENANTS OF THE BORROWERS. Each of the Borrowers
jointly and severally covenants and agrees that, so long as any Loan, Note, or
other Obligation is outstanding, or the Lenders have any obligation to make
Loans or participate in Loans or Letters of Credit, or the Issuing Bank has any
obligation to issue, extend, or renew any Letters of Credit:

         SS.7.1. PUNCTUAL PAYMENT. Each Borrower will duly and punctually pay or
cause to be paid the principal and interest on the Loans, all Reimbursement

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<PAGE>   66


Obligations, all fees and other amounts provided for in this Credit Agreement
and the other Loan Documents, all in accordance with the terms of this Credit
Agreement and such other Loan Documents.

         SS.7.2. MAINTENANCE OF OFFICES. The Parent will maintain its chief
executive office at 450 East Las Olas Blvd., Suite 1400, Ft. Lauderdale, Florida
33301, and each other Borrower will maintain its chief executive offices at the
location set forth in the Perfection Certificate of such Borrower, or at such
other place in the United States as any Borrower shall designate upon 30 days'
prior written notice to the Administrative Agent.

         SS.7.3. RECORDS AND ACCOUNTS. Each Borrower will (i) keep true and
accurate records and books of account in which full, true and correct entries
will be made in accordance with GAAP (ii) maintain adequate accounts and
reserves for all taxes (including income taxes), depreciation, depletion,
obsolescence and amortization of its properties, contingencies, and other
reserves, and (iii) at all times engage Accountants as the independent certified
public accountants of the Borrowers.

         SS.7.4. FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The
Borrowers will deliver to the Lenders:

         (a) as soon as practicable, but, in any event not later than 90 days
after the end of each fiscal year of the Parent, the consolidated and
consolidating balance sheets of the Parent as at the end of such year,
statements of cash flows, and the related consolidated and consolidating
statements of operations, each setting forth in comparative form the figures for
the previous fiscal year, all such consolidated and consolidating financial
statements to be in reasonable detail, prepared in accordance with GAAP and,
with respect to the consolidated financial statements, Certified by the
Accountants;

         (b) as soon as practicable, but in any event not later than 45 days
after the end of each fiscal quarter of the Borrowers, copies of the
consolidated and consolidating balance sheets and statement of operations of the
Parent as at the end of such quarter, subject to year end adjustments, the
related statement of cash flows, all in reasonable detail and prepared in
accordance with GAAP, with a certification by the principal financial or
accounting officer of each Borrower (the "CFO") that the consolidated financial
statements are prepared in accordance with GAAP and fairly present the
consolidated financial condition of the Borrowers as at the close of business on
the date thereof (subject to year-end adjustments) and the results of operations
for the period then ended;

         (c) simultaneously with the delivery of the financial statements
referred to in (a) and (b) above, a statement in the form of EXHIBIT D hereto
(the "Compliance Certificate") certified by the CFO that the Borrowers are in
compliance with the covenants contained in ss.ss.7, 8 and 9 hereof, as of the
end of the applicable period and setting forth in reasonable detail computations
evidencing such compliance, PROVIDED THAT if the Borrowers shall at the time of
issuance of such certificate have knowledge of

                                      -58-
<PAGE>   67

any Default or Event of Default, the Borrowers shall include in such certificate
or otherwise deliver forthwith to the Lenders a certificate specifying the
nature and period of existence thereof and what action the Borrowers propose to
take with respect thereto;

         (d) annually or at such other time as may be reasonably requested by
the Administrative Agent, copies of the financial statements, financial
projections, annual budget, variance reports and business plan concerning the
Borrowers in substantially the same form in which such information is supplied
to the boards of directors of the Borrowers;

         (e) contemporaneously with, or promptly following, the filing or
mailing thereof, copies of all material of a financial nature filed with the SEC
or sent to the stockholders of the Borrowers; and

         (g) from time to time, such other financial data and other information
(including accountants' management letters) as the Lenders may reasonably
request.

         Subject to ss.21 hereof, the Borrowers hereby authorize the Lenders to
disclose any information obtained pursuant to this Credit Agreement to all
appropriate governmental regulatory authorities where required by law; PROVIDED,
HOWEVER, that this authorization shall not be deemed to be a waiver of any
rights to object to the disclosure by the Lenders of any such information which
the Borrowers have or may have under the federal Right to Financial Privacy Act
of 1978, as in effect from time to time.

         SS.7.5. CORPORATE EXISTENCE AND CONDUCT OF BUSINESS. Except as
permitted by ss.8.4.1, each Borrower will do or cause to be done all things
necessary to preserve and keep in full force and effect its legal existence,
rights and franchises and will not convert to a limited liability company except
as determined by such Borrower's Board of Directors in its reasonable discretion
and only after taking all actions that the Administrative Agent deems reasonably
necessary or desirable under applicable law to continue the perfection and
preservation of the Administrative Agent's security interest in the Collateral
and the effectiveness of this Credit Agreement and the other Loan Documents with
respect to such Borrower; effect and maintain its foreign qualifications,
licensing, domestication or authorization except as terminated by such
Borrower's Board of Directors in the exercise of its reasonable judgment and
except where the failure of a Borrower to remain so qualified would not
materially adversely impair the financial condition of the Borrowers on a
consolidated basis; comply with all applicable laws, except where the failure to
comply with such laws could not reasonably be expected to have a material
adverse effect on the business or financial condition of the Borrowers on a
consolidated basis; and shall not become obligated under any contract or binding
arrangement which, at the time it was entered into would materially adversely
impair the financial condition of the Borrowers on a consolidated basis. Each
Borrower will continue to engage primarily in the businesses now conducted by it
and in related businesses.

                                      -59-
<PAGE>   68

         SS.7.6. MAINTENANCE OF PROPERTIES. The Borrowers will cause all
material properties used or useful in the conduct of their businesses to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Borrowers may be necessary so that the businesses carried on in
connection therewith may be properly and advantageously conducted at all times;
PROVIDED, HOWEVER, that nothing in this section shall prevent the Borrowers from
discontinuing the operation and maintenance of any of their properties if such
discontinuance is, in the judgment of the Borrowers, desirable in the conduct of
their business and which does not in the aggregate materially adversely affect
the businesses of the Borrowers on a consolidated basis.

         SS.7.7. INSURANCE. The Borrowers will maintain with financially sound
and reputable insurance companies, funds or underwriters' insurance of the
kinds, covering the risks (other than risks arising out of or in any way
connected with personal liability of any officers and directors thereof) and in
the relative proportionate amounts usually carried by reasonable and prudent
companies conducting businesses similar to that of the Borrowers, but in no
event less than that required under ss.8 of the Security Agreement. In addition,
the Borrowers will furnish from time to time, upon the Administrative Agent's
request, a summary of the insurance coverage of each of the Borrowers, which
summary shall be in form and substance satisfactory to the Administrative Agent
and, if requested by the Administrative Agent, will furnish to the
Administrative Agent copies of the applicable policies naming the Administrative
Agent as a loss payee in accordance with the Security Agreement thereunder as
its interests may appear on behalf of itself and the Lenders.

         SS.7.8. TAXES. The Borrowers will duly pay and discharge, or cause to
be paid and discharged, before the same shall become overdue, all taxes,
assessments and other governmental charges imposed upon it and its real
properties, sales and activities, or any material part thereof, or upon the
income or profits therefrom, as well as all claims for labor, materials, or
supplies, which if unpaid might by law become a lien or charge upon any material
portion of its property (other than Permitted Liens); PROVIDED, HOWEVER, that
any such tax, assessment, charge, levy or claim need not be paid if the validity
or amount thereof shall currently be contested in good faith by appropriate
proceedings and if such Borrower shall have set aside on its books adequate
reserves required by GAAP with respect thereto; and PROVIDED, FURTHER, that the
Borrowers will pay all such taxes, assessments, charges, levies or claims
forthwith upon the commencement of proceedings to foreclose any lien which may
have attached as security therefor.

         SS.7.9.  INSPECTION OF PROPERTIES, BOOKS, AND CONTRACTS.

         (a) Each Borrower will permit the Lenders, the Administrative Agent or
any of their designated representatives, upon reasonable notice during normal
business hours, to visit and inspect any of its properties, to examine its books
of account (including the making of periodic accounts receivable reviews), or
contracts (and to make copies thereof and extracts therefrom), and to discuss
its affairs, finances and

                                      -60-
<PAGE>   69

accounts with, and to be advised as to the same by, their officers, all at such
times and intervals as the Administrative Agent or any Lender may reasonably
request.

         (b) No later than six months after the end of each calendar year, or
more frequently as determined by the Administrative Agent if an Event of Default
shall have occurred and be continuing, in each case upon reasonable notice and
during normal business hours, the Borrowers will obtain and deliver to the
Administrative Agent, or, if the Administrative Agent so elects, will cooperate
with the Administrative Agent in the Administrative Agent's obtaining, a report
of an independent collateral auditor satisfactory to the Administrative Agent
(which may be affiliated with one of the Lenders) based on a review and audit of
the Rental Equipment of the Borrowers (other than Rental Equipment subject to
Permitted Equipment Securitization Liens), including verification of the
existence and condition of the same, and such report shall be in form and
substance satisfactory to the Administrative Agent. All such collateral reports
shall be conducted and made at the expense of the Borrowers.

         (c) Each Borrower authorizes the Administrative Agent and, if
accompanied by the Administrative Agent, the Lenders to communicate directly
with the Accountants and authorizes the Accountants to disclose to the
Administrative Agent and the Lenders any and all financial statements and other
supporting financial documents and schedules including copies of any management
letter with respect to the business, financial condition and other affairs of
the Borrowers. At the request of the Administrative Agent, each Borrower shall
deliver a letter addressed to such Accountants instructing them to comply with
the provisions of this ss.7.9(c).

         SS.7.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES AND PERMITS;
MAINTENANCE OF MATERIAL LICENSES AND PERMITS. Each Borrower will (i) comply with
the provisions of its charter documents, by-laws, certificate of limited
partnership, partnership agreement and other constituent documents (ii) comply
with the provisions of all agreements and instruments by which it or any of its
properties may be bound except where noncompliance with such provisions would
not have a materially adverse effect in the aggregate on the consolidated
financial condition, properties or business of the Borrowers taken as a whole;
and (iii) comply with all applicable laws and regulations (including
Environmental Laws), decrees, orders, judgments, licenses and permits,
including, without limitation, all environmental permits applicable hereto
("Applicable Laws"), except where noncompliance with such Applicable Laws would
not have a materially adverse effect in the aggregate on the consolidated
financial condition, properties or businesses of the Borrowers taken as a whole.
If at any time while the Notes, or any Loan or Letter of Credit is outstanding
or any Lender or the Administrative Agent has any obligation to make Loans or
issue Letters of Credit hereunder, any authorization, consent, approval, permit
or license from any officer, agency or instrumentality of any government shall
become necessary or required in order that the Borrowers may fulfill any of
their obligations hereunder, the Borrowers will immediately take or cause to be
taken all reasonable steps within the power of the Borrowers to obtain such
authorization, consent, approval, permit or license and furnish the
Administrative Agent with evidence thereof upon the Administrative Agent's
request.





                                      -61-
<PAGE>   70



         SS.7.11. ENVIRONMENTAL INDEMNIFICATION. Each Borrower covenants and
agrees that it will indemnify and hold the Administrative Agent and the Lenders
harmless from and against any and all claims, expense, damage, loss or liability
incurred by the Administrative Agent or any Lender (including all costs of legal
representation incurred by the Administrative Agent and the Lenders) relating to
(a) any Release or threatened Release of Hazardous Substances on the Real
Property; (b) any violation of any Environmental Laws with respect to conditions
at the Real Property or the operations conducted thereon; or (c) the
investigation or remediation of offsite locations at which any Borrower or its
predecessors are alleged to have directly or indirectly Disposed of Hazardous
Substances. It is expressly acknowledged by each party hereto that this covenant
of indemnification shall not include claims, expense, damage, loss or liability
incurred by any Administrative Agent or any Lender based upon the Administrative
Agent's or such Lenders' gross negligence or willful misconduct (other than
gross or willful misconduct which is attributed to Administrative Agent or any
Lender solely by nature of any interest it may have in the Real Property), and
this covenant shall survive any foreclosure or any modification, release or
discharge of the Loan Documents or the payment of the Loans and shall inure to
the benefit of the Lenders, their successors and assigns.

         SS.7.12. FURTHER ASSURANCES. The Borrowers will cooperate with the
Lenders and execute such further instruments and documents as the Lenders shall
reasonably request to carry out to the Lenders' satisfaction the transactions
contemplated by this Credit Agreement and the Loan Documents.

         SS.7.13. NOTICE OF POTENTIAL CLAIMS OR LITIGATION. The Borrowers will
give notice to the Administrative Agent and each of the Lenders in writing
within thirty (30) days of becoming aware of any pending litigation or
proceedings affecting any Borrower or to which any Borrower is or becomes a
party (including without limitation any alleged violation of any Environmental
Law) involving an uninsured claim against any Borrower, wherein the potential
liability is in excess of $10,000,000, and stating the nature and status of such
litigation or proceedings. The Borrowers will give notice to the Administrative
Agent and each of the Lenders, in writing, in form and detail satisfactory to
the Administrative Agent, within ten (10) days of any judgment not covered by
insurance, final or otherwise, against any Borrower in an amount in excess of
$10,000,000.

         SS.7.14. NOTICE OF CERTAIN EVENTS CONCERNING INSURANCE AND
ENVIRONMENTAL CLAIMS.

         (a) The Borrowers will provide the Lenders with written notice as to
any material cancellation or material change in any insurance of the Borrowers
within ten (10) Business Days after the Borrowers' receipt of any notice
(whether formal or informal) of such cancellation or change by any of their
insurers.

         (b) The Borrowers will promptly notify the Lenders in writing of any of
the following events:







                                      -62-
<PAGE>   71




                  (i) upon any Borrower obtaining knowledge of any violation of
any Environmental Law regarding the Real Property or any Borrower's operations,
which violation could have a material adverse effect on the Borrowers'
operations taken as a whole; (ii) upon any Borrower obtaining knowledge of any
potential or known Release or threat of Release of any Hazardous Substance at,
from, or into the Real Property which any Borrower reports in writing or is
reportable by it in writing to any governmental authority and which could have a
material adverse effect on the Borrowers' operations taken as a whole; (iii)
upon any Borrower's receipt of any notice of violation of any Environmental Laws
or of any Release or threatened Release of Hazardous Substances, including a
notice or claim of liability or potential responsibility from any third party
(including without limitation any federal, state, or local governmental
officials) and including notice of any formal inquiry, proceeding, demand,
investigation or other action with regard to (A) any Borrower's or any Person's
operation of the Real Property, (B) the presence of Hazardous Substances or the
Release of Hazardous Substances on, from or into the Real Property, or (C)
investigation or remediation of offsite locations at which any Borrower or any
of its predecessors is alleged to have directly or indirectly Disposed of
Hazardous Substances, which violation or Release in any such case could have a
material adverse effect on the Borrowers' operations taken as a whole; or (iv)
upon any Borrower obtaining knowledge that any material expense or loss has been
incurred by such governmental authority in connection with the assessment,
containment, removal or remediation of any Hazardous Substances with respect to
which any Borrower may be liable or for which a lien may be imposed on the Real
Property.

         SS.7.15. NOTICE OF DEFAULT. The Borrowers will promptly notify the
Lenders in writing of the occurrence of any Default or Event of Default. If any
Person shall give any notice or take any other action in respect of a claimed
default (whether or not constituting an Event of Default) under this Credit
Agreement or any other note, evidence of Indebtedness, indenture or other
obligation evidencing Indebtedness in excess of $10,000,000 as to which any
Borrower is a party or obligor, whether as principal or surety, the Borrowers
shall forthwith give written notice thereof to the Lenders, describing the
notice of action and the nature of the claimed default.

         SS.7.16. NEW SUBSIDIARIES. (a) Any newly-created or acquired Restricted
Subsidiary of the Parent permitted under ss.8.4 shall, within ten (10) days of
being created or acquired, become a Borrower hereunder (unless it is merged or
amalgamated within such 10-day period) and become a party to the applicable
Security Documents by (i) signing a joinder agreement in substantially the form
attached hereto as EXHIBIT F (the "Joinder Agreement"), (ii) signing allonges to
the applicable Notes, (iii) pledging to the Administrative Agent for the benefit
of the Lenders all of the assets of such new Restricted Subsidiary and
delivering UCC-1 financing statements naming the Administrative Agent as secured
party and executed on behalf of such Restricted Subsidiary, and (iv) providing
such other documentation in such time period as the Administrative Agent shall
reasonably request, PROVIDED THAT notwithstanding anything in this Credit




                                      -63-
<PAGE>   72



Agreement to the contrary, no newly-created Restricted Subsidiary shall be
required to become a Borrower hereunder or otherwise be subject to the
requirements of this ss.7.16 until such Restricted Subsidiary acquires or has
assets having a value in excess of $100,000. Within such ten-day period, the
Parent or other Borrower, as applicable, shall pledge to the Administrative
Agent for the benefit of the Lenders 100% of the capital stock or other equity
interests of any such new Restricted Subsidiary. In such event, the
Administrative Agent is hereby authorized by the parties to amend SCHEDULE 2 to
include such new Borrower.

         (b) The Parent shall at all times directly or indirectly through a
Restricted Subsidiary own all of the shares of capital stock of each of the
Borrowers (other than the Parent), and 100% of such shares or other equity
interest shall at all times be pledged (in accordance with ss.7.16(a)) to the
Administrative Agent pursuant to the Pledge Agreements.

         (c) The Parent shall deliver legal opinions in form and substance
satisfactory to the Administrative Agent for each new Borrower within thirty
(30) days of delivery to the Administrative Agent of the Joinder Agreement for
such Borrower, PROVIDED THAT no legal opinion shall be required for any new
Borrower with less than $10,000,000 in total assets (calculated in accordance
with GAAP) as of the date of the Joinder Agreement for such Borrower, unless the
assets of such new Borrower, when aggregated with the assets of all other new
Borrowers for which a legal opinion was not required to be delivered hereunder,
exceed 2.5% of Consolidated Total Assets calculated as of the date of the
Joinder Agreement for such Borrower. Notwithstanding the foregoing, the Parent
shall deliver, at the request of the Administrative Agent or any Lender, to the
Administrative Agent within such time period as the Administrative Agent shall
reasonably request, a legal opinion for any new Borrower (for which a legal
opinion was not required at the time of creation or acquisition) that becomes a
Significant Subsidiary.

         SS.7.17. EMPLOYEE BENEFIT PLANS. The Borrowers will (i) promptly upon
filing the same with the Department of Labor or Internal Revenue Service, upon
request of the Administrative Agent, furnish to the Administrative Agent a copy
of the most recent actuarial statement required to be submitted under ss.103(d)
of ERISA and Annual Report, Form 5500, with all required attachments, in respect
of each Guaranteed Pension Plan and (ii) promptly upon receipt or dispatch,
furnish to the Administrative Agent any notice, report or demand sent or
received in respect of a Guaranteed Pension Plan under ss.ss.302, 4041, 4042,
4043, 4063, 4065, 4066 and 4068 of ERISA, or in respect of a Multiemployer Plan,
under ss.ss.4041A, 4202, 4219, 4242, or 4245 of ERISA.

         SS.7.18. USE OF PROCEEDS. The Borrowers will use the proceeds of the
Loans and obtain Letters of Credit solely for the purposes set forth in
ss.6.15.1 hereof.

         SS.7.19. TITLE AND REGISTRATION. If requested by the Majority Lenders
and if the value of titled or registered Rental Equipment (not subject to a
Permitted Equipment Securitization Lien) and owned Real Property exceeds seven
percent (7%) of net Rental Equipment and owned Real Property, as shown on the
Borrowers' consolidated financial statements in accordance with GAAP, within 30
days of such request, the Borrowers will cause such Rental Equipment, now owned
or hereafter acquired by any of the Borrowers, which, under applicable law, is
required to be registered, to be properly registered in the name of the






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applicable Borrower and cause all Rental Equipment, now owned or hereafter
acquired by any of the Borrowers, the ownership of which, under applicable law,
is evidenced by a certificate of title, to be properly titled in the name of the
applicable Borrower and will cause the lien of the Administrative Agent, subject
only to Permitted Liens, to be properly noted on the certificates of title
issued with respect to the Rental Equipment and deliver such certificates of
title to the Administrative Agent in accordance with the terms of the Security
Agreement and the Borrowers will deliver to the Administrative Agent a fully
executed mortgage or deed of trust over such Real Property in form and substance
satisfactory to the Administrative Agent, together with title insurance
policies, surveys, and other documents and certificates reasonably requested by
the Administrative Agent to obtain a valid and enforceable first priority
mortgage or deed of trust over such Real Property, subject only to Permitted
Liens.

         SS.7.20. INTEREST RATE PROTECTION. The Borrowers will, prior to
September 30, 2000, have an aggregate amount of not less than 50% of the
notional amount of Funded Debt (the "50% Amount") on a fixed rate long term
basis or subject to Swap Contracts on terms and conditions reasonably acceptable
to the Administrative Agent, provided, however, that this ss.7.20 shall be
satisfied if, prior to September 30, 2000, the Borrowers shall have outstanding
at least an amount of fixed-rate long term debt equal to the 50% Amount.

         SS.7.21. NEW EQUITY OFFERING PROCEEDS. The Borrowers will, on or before
September 13, 2000 (as such date may be extended by time elapsed as a result of
any review by the New York Stock Exchange or the SEC), deliver evidence
reasonably acceptable to the Agents of the second equity closing and receipt of
the full $100 million gross proceeds from the New Equity Offering.

         SS.7.22. PERMITTED EQUIPMENT SECURITIZATIONS. The Borrowers will
promptly pay or cause to be paid to the Administrative Agent, for application by
the Administrative Agent in accordance with the terms of ss.2.10(c), the first
$100,000,000 of cash received by the Borrowers from the ES SPV in connection
with Permitted Equipment Securitizations.

         SS.8. CERTAIN NEGATIVE COVENANTS OF THE BORROWERS. Each Borrower agrees
that, so long as any Loan, any Note or other Obligation is outstanding, or the
Lenders have any obligation to make Loans or participate in Loans or Letters of
Credit, or the Issuing Bank has any obligation to issue, extend or renew any
Letters of Credit hereunder:

         SS.8.1. RESTRICTIONS ON INDEBTEDNESS. The Borrowers shall not, nor
permit any of their Subsidiaries to, become or be a guarantor or surety of, or
otherwise create, incur, assume, or be or remain liable, contingently or
otherwise, with respect to any Indebtedness, or become or be responsible in any
manner (whether by agreement to purchase any obligations, stock, assets, goods
or services, or to supply or advance any funds, assets, goods or services or
otherwise) with respect to any undertaking or Indebtedness of any other Person,
or incur any Indebtedness other than:







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         (a) Indebtedness to the Lenders, the Administrative Agent and the
Issuing Bank arising under this Credit Agreement or the other Loan Documents;

         (b) incurrence of guaranty, suretyship or indemnification obligations
in connection with the Borrowers' performance of services for their respective
customers in the ordinary course of their businesses;

         (c) Indebtedness of one Borrower to another then existing Borrower;

         (d) (i) purchase money Indebtedness incurred in connection with the
acquisition of any real or personal property, (ii) Indebtedness of any
Restricted Subsidiary acquired after the Closing Date (the "Acquired
Subsidiary") originally incurred by the Acquired Subsidiary in connection with
the lease or acquisition of property or fixed assets used in the business of the
Acquired Subsidiary or with respect to industrial finance bonds issued to
finance the purchase of such property or assets and existing on the date of
acquisition of such Acquired Subsidiary; (iii) other unsecured Indebtedness of
any Acquired Subsidiary existing on the date of acquisition of such Acquired
Subsidiary; (iv) Indebtedness with respect to obligations under Capitalized
Leases or sale and leaseback transactions (without duplication); (v)
Indebtedness in respect of Synthetic Leases, (vi) Indebtedness (other than
Subordinated Debt) incurred in connection with acquisitions after the date
hereof of any equity interest in, or assets of any Person owing to the seller(s)
of such equity interests or assets and (vii) Indebtedness existing as of the
Closing Date and listed and described on SCHEDULE 8.1 hereto; PROVIDED THAT (A)
any such acquisitions are otherwise permitted pursuant to ss.8.4; (B) the
aggregate amount of all Indebtedness under this subsection (d) shall not exceed
the lesser of (x) $350,000,000 or (y) reported actual EBITDA for the prior
fiscal year and (C) the incurrence of any such Indebtedness would not otherwise
create an Event of Default under ss.9;

         (e) Subordinated Debt, provided such Indebtedness is not amended or
prepaid, except in accordance with Section 8.11, without the consent of the
Majority Lenders, provided further that in the event that after the Closing Date
any Restricted Subsidiary of the Parent guarantees any Subordinated Debt, the
terms of such guaranty shall provide for the release of such guaranty upon the
sale of stock or all or substantially all of the assets of such Restricted
Subsidiary (even if such sale was made in a foreclosure) in substantially the
same form of release provision as in the Senior Subordinated Indenture and
PROVIDED further that the Obligations hereunder shall be "senior debt";

         (f) Indebtedness incurred in respect of Swap Contracts;

         (g) Indebtedness of any Borrower incurred to refinance or replace other
Indebtedness permitted under this ss.8.1, PROVIDED THAT (i) the principal amount
(or committed principal amount) of such refinancing Indebtedness shall not
exceed the outstanding principal amount (or committed principal amount) of the
Indebtedness being refinanced and (ii) the terms of such refinancing



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<PAGE>   75




Indebtedness are not more onerous in the aggregate to such Borrower than the
terms of the Indebtedness being refinanced;

         (h) unsecured guarantees of the Parent of any of the Indebtedness
permitted in (b) through (g) above;

         (i) additional unsecured Indebtedness of the Borrowers in an aggregate
amount not to exceed $25,000,000;

         (j) Indebtedness of the ES SPV with respect to Permitted Equipment
Securitizations which Indebtedness shall be non-recourse to the Borrowers except
as permitted in ss.8.1(l) hereof;

         (k) other Indebtedness of any Unrestricted Subsidiary which is
non-recourse to the Borrowers (except that the capital stock of such
Unrestricted Subsidiary may be pledged by the Borrowers to secure such
Indebtedness of such Unrestricted Subsidiary);

         (l) recourse Indebtedness of the Borrowers with respect to (i)
Reimbursement Obligations under the Equipment Securitization L/C, and (ii) lease
payment obligations of the Borrowers to the ES SPV (and any guarantees by the
Parent in respect thereof) arising in connection with Permitted Equipment
Securitizations;

         (m) Indebtedness with respect to the indemnification of officers and
directors of the Borrowers or any Subsidiary in the ordinary course of business;

         (n) contingent Indebtedness with respect to the Series A Preferred
Stock and the Series B Preferred Stock, provided that no Distribution shall be
made with respect to such Indebtedness; and

         (o) any guarantee or sale of recourse promissory notes by any of the
Borrowers of Indebtedness of any Person incurred in connection with the purchase
of equipment from the Borrowers, the Unrestricted Subsidiaries, or a
manufacturer or supplier of such equipment, provided that the aggregate of all
such guarantees of and sales by the Borrowers does not exceed $5,000,000;

provided that if the creation, incurrence, assumption or existence of any
Indebtedness would constitute an Event of Default under, or be prohibited
pursuant to the terms of, the then existing Subordinated Debt, then the
creation, incurrence, assumption or existence of such Indebtedness shall not be
permitted hereunder.

         SS.8.2. RESTRICTIONS ON LIENS. The Borrowers shall not, nor permit any
of their Subsidiaries to, create or incur or suffer to be created or incurred or
to exist any lien, encumbrance, mortgage, pledge, charge, restriction or other
security interest of any kind upon any property or assets of any character,
whether now owned or hereafter acquired, or upon the income or profits
therefrom; or transfer any of such property or assets or the income or profits
therefrom for the purpose of subjecting the same to the payment of Indebtedness
or performance of any other obligation in priority to payment of its general
creditors; or acquire, or agree or have an option to acquire, any property or
assets upon conditional sale or other title retention or purchase money security






                                      -67-
<PAGE>   76




agreement, device or arrangement; or suffer to exist for a period of more than
30 days after the same shall have been incurred any Indebtedness or claim or
demand against it which if unpaid might by law or upon bankruptcy or insolvency,
or otherwise, be given any priority whatsoever over its general creditors; or
sell, assign, pledge or otherwise transfer any accounts, contract rights,
general intangibles or chattel paper, with or without recourse, except as
follows (the "Permitted Liens"):

         (a) Liens to secure taxes, assessments and other government charges in
respect of obligations not overdue or liens on properties to secure claims for
labor, material or supplies in respect of obligations not overdue, to the extent
that payment thereof is not required pursuant to ss.7.8 hereof;

         (b) Deposits or pledges made in connection with, or to secure payment
of, workmen's compensation, unemployment insurance, old age pensions or other
social security obligations or to secure contracts, leases and statutory
obligations;

         (c) Liens in respect of judgments or awards which have been in force
for less than the applicable period for taking an appeal so long as execution is
not levied thereunder or in respect of which the applicable Borrower shall at
the time in good faith be prosecuting an appeal or proceedings for review and in
respect of which a stay of execution shall have been obtained pending such
appeal or review and in respect of which such Borrower maintains adequate
reserves or are covered by insurance or bonds;

         (d) Liens of carriers, warehousemen, mechanics and materialmen and
reclamation rights of suppliers and vendors, and other like liens, in existence
less than 120 days from the date of creation thereof in respect of obligations
not overdue, PROVIDED THAT such liens may continue to exist for a period of more
than 120 days if the validity or amount thereof shall currently be contested by
the applicable Borrower in good faith by appropriate proceedings and if such
Borrower shall have set aside on its books adequate reserves with respect
thereto as required by GAAP and PROVIDED FURTHER that such Borrower will pay any
such claim forthwith upon commencement of proceedings to foreclose any such lien
unless such lien is bonded;

         (e) Encumbrances on Real Property consisting of easements, rights of
way, zoning restrictions, restrictions on the use of Real Property and defects
and irregularities in the title thereto, landlord's or lessor's liens and rights
under leases to which any Borrower is a party, and other minor liens or
encumbrances none of which in the opinion of such Borrower interferes materially
with the use of the Real Property affected in the ordinary conduct of the
business of such Borrower, which defects do not individually or in the aggregate
have a material adverse effect on the business of such Borrower individually or
of the Borrowers on a consolidated basis and do not adversely affect the
Lenders' collateral rights;






                                      -68-
<PAGE>   77



         (f) (i) liens granted by the Borrowers or acquired Restricted
Subsidiaries with respect to asset financings (mortgages, Capitalized Leases,
etc.) or industrial revenue bonds or other leases permitted under ss.8.1(d) on
the terms and conditions in effect as of the date of the acquisition, and the
replacement, extension or renewal of any such lien PROVIDED THAT in each such
case such liens shall encumber only the property or assets so financed and the
proceeds thereof and shall not exceed the fair market value thereof at the time
incurred and shall not have been incurred in contemplation of such acquisition;
(ii) liens in respect of Indebtedness to sellers and Capitalized Leases
permitted by ss.8.1(d); (iii) purchase money security interests in or purchase
money mortgages on real or personal property to secure purchase money
Indebtedness of the type and amount permitted by ss.8.1(d), incurred in
connection with the acquisition of such property, which security interests or
mortgages cover only the real or personal property so acquired and the proceeds
thereof, and the replacement, extension or renewal of any such lien encumbering
no more than the property or assets encumbered by such lien; (iv) liens existing
as of the Closing Date and listed on SCHEDULE 8.2; (v) liens granted on rental
contracts or accounts arising from rental contracts relating to equipment
financed by Deutsche Financial Services ("DFS") not to exceed $8,500,000, which
liens may only be exercised by DFS after an Event of Default pursuant to Section
13.1(g) of this Credit Agreement; and (vi) liens to secure refinancing
Indebtedness of the Indebtedness permitted by ss.8.1(d) PROVIDED THAT such liens
shall encumber only the property or assets so refinanced and the proceeds
thereof;

         (g) Liens in favor of the Administrative Agent for the benefit of the
Lenders and the Administrative Agent under the Loan Documents;

         (h) Liens granted by Borrowers to third-parties on the capital stock
(or equivalent interest) of any Unrestricted Subsidiary;

         (i) Permitted Equipment Securitization Liens; and

         (j) other liens granted by Unrestricted Subsidiaries provided that such
liens are only on the assets of such Unrestricted Subsidiaries.

         SS.8.3. RESTRICTIONS ON INVESTMENTS. The Borrowers shall not, directly
or indirectly, purchase or acquire any capital stock, equity interest, or other
obligations or securities of, or any interest in, any other Person, or make any
acquisition, or make any advance, loan, extension of credit or capital
contribution to or any other investment in, any other Person, (an "Investment")
other than:

         (a) marketable direct or guaranteed obligations of the United States of
America that mature within one (1) year from the date of purchase;

         (b) demand deposits, certificates of deposit and time deposits of
commercial banks in the United States or of Eligible Foreign Banks having
unimpaired capital and surplus in excess of $250,000,000;

         (c) securities commonly known as "commercial paper" issued by a
corporation organized and existing under the laws of the United States of






                                      -69-
<PAGE>   78



America or any state thereof that at the time of purchase have been rated and
the ratings for which are not less than "P 1" if rated by Moody's Investors
Service, Inc., and not less than "A 1" if rated by Standard and Poor's Rating
Group;

         (d) money market mutual funds which invest primarily in assets
described in ss.8.3(a) - (c);

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

         (f) Investments existing as of the Closing Date and listed on SCHEDULE
8.3;

         (g) loans, investments and advances by any Borrower in or to another
then existing Borrower;

         (h) Investments with respect to Indebtedness permitted by ss.8.1(e);

         (i) Investments permitted under ss.8.4;

         (j) contributions to and payments of benefits under any Employee
Benefit Plan (in accordance with the terms of the Employee Benefit Plan)
permitted hereunder;

         (k) advances or loans made in the ordinary course of business not to
exceed $5,000,000 in the aggregate outstanding at any one time; and

         (l) other Investments (in addition to those permitted under ss.8.4) and
commitments to make such investments in connection with acquisitions of any
stock of, partnership or joint venture interests in, or assets of any Person
(hereinafter an "Unrestricted Subsidiary" with it being agreed that any such
Unrestricted Subsidiary is not required to become a Borrower); PROVIDED that (A)
the total consideration paid by the Borrowers with respect to all such
investments (when aggregated with all such other investments permitted pursuant
to this ss.8.3(l)), shall not exceed $40,000,000 less without duplication
recourse Indebtedness utilized under ss.8.1(l)(i) and (B) all liabilities with
respect to such Unrestricted Subsidiaries shall be non-recourse to the Borrowers
(except as provided in ss.ss.8.1(l) and (o)).

         SS.8.4.  MERGER, CONSOLIDATION AND DISPOSITION OF ASSETS.

                  SS.8.4.1. MERGERS AND ACQUISITIONS. The Borrowers will not
effect any merger, amalgamation, consolidation, asset acquisition or stock
acquisition (other than the acquisition of assets in the ordinary course of
business consistent with past practices and Capital Expenditures permitted by
ss.9.6) except the merger, amalgamation or consolidation of, or asset or stock
acquisitions between existing Borrowers (provided that the Parent will be the






                                      -70-
<PAGE>   79




survivor of any such transaction between the Parent and another Borrower) and
except as otherwise provided in this ss.8.4. Any Borrower may effect such a
merger, amalgamation, consolidation or purchase or otherwise acquire all of the
stock or other equity interests or all or any portion of the assets of any other
Person PROVIDED THAT:

         (a)      at the time of each such merger consolidation,  amalgamation,
or acquisition or series of mergers,  amalgamations, consolidations or
acquisitions;

                  (i) the Borrowers are in current compliance with and, giving
                  effect to the proposed acquisition (including any borrowings
                  made or to be made in connection therewith), will continue to
                  be in compliance with all of the covenants in ss.9 hereof on a
                  pro forma historical combined basis as if the transaction
                  occurred on the first day of the period of measurement;

                  (ii) at the time of such acquisition, no Default or Event of
                  Default has occurred and is continuing, and such acquisition
                  will not otherwise create a Default or an Event of Default
                  hereunder;

                  (iii) the business to be acquired is predominantly in the same
                  lines of business as the Borrowers, or businesses reasonably
                  related or incidental thereto;

                  (iv) the business to be acquired operates predominantly in the
                  United States or Canada;

                  (v) all of the assets to be acquired shall be owned by the
                  Parent or an existing or newly created or acquired Restricted
                  Subsidiary of the Parent which Restricted Subsidiary shall,
                  subject to ss.7.16, be a Borrower, all of the assets and stock
                  or other equity interests have been or, within ten (10) days
                  after such acquisition, will be pledged to the Administrative
                  Agent in accordance with ss.7.16 hereof or, in the case of a
                  stock or other equity interest acquisition, the acquired
                  company, within ten (10) days after such acquisition, shall
                  become a Borrower or shall be merged with and into, or
                  amalgamated with, a wholly-owned Restricted Subsidiary that is
                  a Borrower and such newly acquired or created Restricted
                  Subsidiary shall otherwise comply with the provisions of
                  ss.7.16 hereof;

                  (vi) the board of directors and (if required by applicable
                  law) the shareholders, or the equivalent thereof, of the
                  business to be acquired has approved such acquisition;

                  (vii) if such acquisition is made by a merger or amalgamation,
                  a Borrower shall be the surviving entity;

                  (viii) the cash consideration to be paid by the Borrowers in
                  connection with such acquisition or series of related
                  acquisitions (including deferred payments and the aggregate
                  amount of all Funded Debt assumed) shall not exceed
                  $15,000,000 without the consent of Administrative Agent and
                  the Majority Lenders ("Majority Consent"); and






                                      -71-
<PAGE>   80




                  (ix) each acquisition is preceded by the Borrowers' standard
                  due diligence practices.

         (b) in connection with each such merger, amalgamation, consolidation or
acquisition, or series of mergers, amalgamations, consolidations or
acquisitions, requiring Majority Consent, the Borrowers shall, unless waived by
the Majority Lenders, comply with the requirements set forth in ss.8.4.1(a) and:

                  (i) not later than seven (7) days prior to the proposed
                  acquisition date of such acquisition, a copy of the purchase
                  agreement (or a current draft thereof), together with audited
                  (if available, or otherwise unaudited) financial statements
                  for any Restricted Subsidiary or business to be acquired for
                  the preceding two (2) fiscal years or such shorter period of
                  time as such Restricted Subsidiary or business has been in
                  existence, shall have been furnished to the Administrative
                  Agent; the Administrative Agent will, at the request of any
                  Lender, deliver a copy of such agreement to such Lender after
                  the Administrative Agent's receipt thereof;

                  (ii) not later than seven (7) days prior to the proposed
                  acquisition date, summaries of the relevant due diligence
                  review shall have been provided to the Administrative Agent
                  (each a "Due Diligence Summary"); the Administrative Agent
                  will, at the request of any Lender, deliver a copy of such
                  summaries to such Lender after the Administrative Agent's
                  receipt thereof;

                  (iii) a Compliance Certificate demonstrating compliance with
                  ss.8.4.1(a)(i) shall have been provided to the Administrative
                  Agent and, upon a request by any Lender, to such Lender;

                  (iv) not later than ten (10) days after the closing date of
                  such acquisition, the Parent shall provide a certificate
                  stating that such acquisition has been completed substantially
                  in accordance with the terms of the acquisition documents
                  provided to the Administrative Agent and the Loan Documents;
                  and

         (c) the Borrowers shall deliver all or any part of the information set
forth in (b) above for any other merger, amalgamation, consolidation or
acquisition at the request of Administrative Agent.

         Notwithstanding anything herein to the contrary, the ability of the
Borrowers to incur any Indebtedness in connection with any transaction permitted
pursuant to this ss.8.4 shall be governed by ss.8.1.

                  SS.8.4.2. DISPOSITION OF ASSETS. The Borrowers will not
effect any sale or disposition of assets, other than (a) in the ordinary course
of business consistent with past practices, (b) sales pursuant to a Permitted
Equipment Securitization so long as no Default or Event of Default shall have
occurred and be continuing at the time of such sale, and (c) so long as no
Default or Event of Default shall have occurred and be continuing at the time of
such disposition, (i) other sales of Rental Equipment, (ii) sales of Real





                                      -72-
<PAGE>   81




Property and (iii) other sales or dispositions of non-Rental Equipment assets
not exceeding $40,000,000 in the aggregate during the term of this Credit
Agreement, PROVIDED THAT in the case of this clause (c), the net proceeds of
such sale or disposition are invested by the Borrowers in the purchase of Rental
Equipment (not subject to an Equipment Securitization) or are applied to reduce
the outstanding amount of Revolving Credit Loans, within ninety (90) days of
each such sale or disposition. The Administrative Agent shall release its lien
on the assets disposed of in accordance with this ss.8.4.2 and will deliver to
the Borrowers such evidence of such release as the Borrowers may reasonably
request.

         SS.8.5. SALE AND LEASEBACK. Except as permitted under ss.8.1(d)(iv),
ss.8.4.2(c)(ii) and with respect to a Permitted Equipment Securitization, none
of the Borrowers shall enter into any arrangement, directly or indirectly,
whereby any Borrower shall sell or transfer any property owned by it in order
then or thereafter to lease such property or lease other property which such
Borrower intends to use for substantially the same purpose as the property being
sold or transferred, without the prior written consent of the Majority Lenders.

         SS.8.6. RESTRICTED DISTRIBUTIONS AND REDEMPTIONS. None of the Borrowers
shall make Distributions except that the Parent may repurchase shares of its
common stock having an aggregate value of up to $15,000,000 per year and any
Borrower may make Distributions to another Borrower PROVIDED no Default or Event
of Default exists or would be created by the making of such Distributions.
Notwithstanding the foregoing, any Borrower may make Distributions to the
Parent. None of the Borrowers shall effect or permit any change in or amendment
to any document or instrument pertaining to the terms of any Borrower's (other
than the Parent's) capital stock that could adversely affect the rights of the
Lenders and the Administrative Agent.

         SS.8.7. EMPLOYEE BENEFIT PLANS. None of the Borrowers nor any ERISA
Affiliate will:

         (a) engage in any "prohibited transaction" within the meaning of ss.406
of ERISA or ss.4975 of the Code which could result in a material liability for
any Borrower; or

         (b) permit any Guaranteed Pension Plan to incur an "accumulated funding
deficiency", as such term is defined in ss.302 of ERISA, whether or not such
deficiency is or may be waived; or

         (c) fail to contribute to any Guaranteed Pension Plan to an extent
which, or terminate any Guaranteed Pension Plan in a manner which, could result
in the imposition of a lien or encumbrance on the assets of any Borrower
pursuant to ss.302(f) or ss.4068 of ERISA; or




                                      -73-
<PAGE>   82




         (d) amend any Guaranteed Pension Plan in circumstances requiring the
posting of security pursuant to ss.307 of ERISA or ss.401(a)(29) of the Code; or

         (e) permit or take any action which would result in the aggregate
benefit liabilities (within the meaning of ss.4001 of ERISA) of all Guaranteed
Pension Plans exceeding the value of the aggregate assets of such Plans,
disregarding for this purpose the benefit liabilities and assets of any such
Plan with assets in excess of benefit liabilities.

         SS.8.8. NEGATIVE PLEDGES. The Borrowers shall not enter into or permit
to exist any arrangement or agreement, enforceable under applicable law, which
directly or indirectly prohibits any Borrower from creating or incurring any
lien, encumbrance, mortgage, pledge, charge, restriction or other security
interest on any assets owned by the Borrowers in favor of the Administrative
Agent for the benefit of the Lenders and the Administrative Agent under the Loan
Documents, other than with respect to assets which are subject to Basket Liens
or Permitted Equipment Securitization Liens.

         SS.8.9. BUSINESS ACTIVITIES. The Borrowers will not engage directly or
indirectly (whether through Subsidiaries or otherwise) in any type of business
other than the businesses conducted by any Borrower on the Closing Date and in
such businesses permitted by ss.8.4.1(a)(iii).

         SS.8.10. TRANSACTIONS WITH AFFILIATES. The Borrowers will not engage in
any transaction with any Affiliate (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
such Affiliate or, to the knowledge of any Borrower, any corporation,
partnership, trust or other entity in which any such Affiliate has a substantial
interest or is an officer, director, trustee or partner, on terms more favorable
to such Person than would have been obtainable on an arm's-length basis in the
ordinary course of business. Nothing in this ss.8.10 shall prohibit transactions
permitted by ss.ss.8.1(c), 8.3(f), 8.4.2(a) and (b), 8.5, 8.6 and 8.13 or
customary indemnification of officers and directors of the Borrowers.

         SS.8.11. SUBORDINATED DEBT. None of the Borrowers will amend,
supplement or otherwise modify the terms of any of the Subordinated Debt (except
that the Borrowers may amend Seller Notes containing the Prior Exhibit G
language to include the language from Exhibit G hereto) without thirty (30) days
prior written notice to the Administrative Agent and the Lenders of such change,
and will not make any change which, in the opinion of the Administrative Agent,
would be in any way materially adverse to the Lenders without the prior written
consent of the Majority Lenders or prepay, redeem or repurchase any of the
Subordinated Debt, except in accordance with this Section 8.11. Prior to the
making of any scheduled payment of principal on any of the Subordinated Debt,
the Borrowers shall deliver to the Administrative Agent and the Lenders a
Compliance Certificate demonstrating that on a pro forma basis after giving
effect to the proposed payment and any borrowings needed to make such payment,
AND any other Indebtedness incurred since the most recent Compliance Certificate





                                      -74-
<PAGE>   83




delivered to the Administrative Agent, assuming such payment and borrowing had
been incurred as of the last day of the prior fiscal quarter, the Borrowers are
and shall continue to be in compliance with all of the covenants in ss.9 hereof
as of such date of delivery of such Compliance Certificate. In the event that
the Borrowers are unable to deliver such Compliance Certificate, the Borrowers
shall prepay the Term Loan, at least one (1) Business Day prior to making any
payment on any Subordinated Debt, in an amount sufficient to bring the Borrowers
into pro forma compliance with the covenants in ss.9 of the Credit Agreement.
Each such payment on the Term Loan shall be allocated in the manner set forth in
ss.4.4.3 of this Credit Agreement. Notwithstanding anything herein to the
contrary, in no case may the Borrowers make any payment of principal, interest,
or other amounts owing with respect to the Subordinated Debt if an Event of
Default under ss.13.1(a) or (b) exists or would be created by the making of such
payment. Seller Notes may be repaid prior to the scheduled maturity date thereof
from the proceeds of (i) an offer and sale of shares of common stock of the
Parent or (ii) Subordinated Debt other than the Seller Notes, provided that
prior to such payments the Borrowers shall deliver to the Administrative Agent
and the Lenders a Compliance Certificate demonstrating that on a pro forma basis
after giving effect to the proposed payment and any other Indebtedness incurred
since the most recent Compliance Certificate delivered to the Administrative
Agent, assuming such payment and borrowing had been incurred as of the last day
of the prior fiscal quarter, the Borrowers are and shall continue to be in
compliance with all of the covenants in Section 9 hereof as of such date of
delivery of such Compliance Certificate.

         SS.8.12. FISCAL YEAR. None of the Borrowers will change the date of its
fiscal year from that set forth in ss.6.4(c) hereof.

         SS.8.13. PERMITTED EQUIPMENT SECURITIZATIONS.

         (a) The Borrowers shall not enter into any Equipment Securitizations
unless (i) the Equipment Securitizations are Permitted Equipment
Securitizations, (ii) the Borrowers shall be in PRO FORMA compliance with the
financial covenants in ss.9 (taking into account mandatory prepayments required
by ss.4.4.2(c)) and (iii) no Default or Event of Default otherwise has occurred
and is continuing or would occur after giving effect thereto.

         (b) The Borrowers shall not cause or permit at any time either the
outstanding Equipment Securitization Obligations or the cumulative fair market
value at the time of the transfer or financing of the equipment, inventory and
related assets of the Borrowers transferred to or financed by the ES SPV to
exceed (i) $100,000,000 PLUS the aggregate amount of any prior reductions under
ss.4.4.2(c) (with such excess being referred to as the "Reduction Amount"),
unless the Borrowers shall have at least $75,000,000 in availability from the
Revolving Credit Lenders to obtain Revolving Credit Loans, or (ii) 15% of
Consolidated Tangible Assets plus the Unused Debt Basket Amount.

         SS.9. FINANCIAL COVENANTS. Each of the Borrowers covenants and agrees
that, so long as any Loan, any Note, any Reimbursement Obligation or other
Obligation is outstanding or the Lenders have any obligation to make Loans or






                                      -75-
<PAGE>   84





participate in Loans or Letters of Credit, or the Issuing Bank has any
obligation to issue, extend or renew any Letters of Credit hereunder:

         SS.9.1. LEVERAGE RATIO. Commencing with the fiscal quarter ending
September 30, 2000, the ratio of (a) Funded Debt as at the end of any fiscal
quarter to (b) EBITDA for the period of four (4) consecutive fiscal quarters
ending on such date shall not exceed the ratio for the quarters ending on or
within the respective periods set forth in the following table:

------------------------------------------------------------
         FISCAL QUARTERS ENDING:          MAXIMUM RATIO:
------------------------------------------------------------
            09/30/00                       4.75:1
------------------------------------------------------------
      12/31/00 - 12/31/01                  4.50:1
------------------------------------------------------------
       03/31/02 - 9/30/02                  4.25:1
------------------------------------------------------------
       12/31/02 -9/30/03                   4.00:1
------------------------------------------------------------
            12/31/03                       3.75:1
------------------------------------------------------------
     3/31/04 and thereafter                3.50:1
------------------------------------------------------------

PROVIDED that at any time when the applicable Leverage Ratio set in the table
above is greater than 4:00:1, the Borrowers may elect at their sole discretion
upon notice to the Administrative Agent and the Lenders to set the Leverage
Ratio at 4:00:1, subject to the further step-downs in the Leverage Ratio on the
dates set forth above.

         SS.9.2. SENIOR FUNDED DEBT TO EBITDA. Commencing with the fiscal
quarter ending September 30, 2000, the ratio of (a) Senior Funded Debt as at the
end of any fiscal quarter to (b) EBITDA for the period of four (4) consecutive
fiscal quarters ending on such date shall not exceed the ratio for the quarters
ending on or within the respective periods set forth in the following table:

--------------------------------------------------------
  FISCAL QUARTERS ENDING:          MINIMUM RATIO:
--------------------------------------------------------
     09/30/00 - 3/31/01                3.50:1
--------------------------------------------------------
     06/30/01 - 9/30/03                3.25:1
--------------------------------------------------------
  12/31/03 and thereafter              3.00:1
--------------------------------------------------------

         SS.9.3. INTEREST COVERAGE RATIO. As of the end of any fiscal quarter of
the Borrowers commencing with the fiscal quarter ending September 30, 2000, the
Borrowers will not permit the ratio (the "Interest Coverage Ratio") of (a)
actual reported EBITDAR (without PRO FORMA adjustment for acquisitions) for the
period of four (4) consecutive fiscal quarters ending on such date to (b) the
sum of Consolidated Total Interest Expense and Rental Expense for such period to
be less than the ratio for the quarters ending on or within the respective
periods set forth in the following table:






                                      -76-
<PAGE>   85




---------------------------------------------------
 FISCAL QUARTERS ENDING:       MINIMUM RATIO:
---------------------------------------------------
    9/30/00 - 12/31/01              1.75:1
----------------------------------------------------
    3/31/02 - 12/31/02              2.00:1
----------------------------------------------------
  3/31/03 and thereafter            2.25:1
----------------------------------------------------

         SS.9.4. SENIOR DEBT TO TANGIBLE ASSETS. The Borrowers will not permit
at any time the ratio of (a) the sum of the Loans, unpaid Reimbursement
Obligations and the Maximum Drawing Amount to (b) Consolidated Tangible Assets
to be greater than 1.00:1.

         SS.9.5. CONSOLIDATED NET WORTH. The Borrowers will not permit
Consolidated Net Worth at any time to be less than $387,000,000 PLUS the sum of
(i) 50% of positive Consolidated Net Income for each fiscal quarter, beginning
with the fiscal quarter ended September 30, 2000, and (ii) 100% of the net
proceeds of any sale by the Borrowers of (A) equity securities issued by the
Borrowers (including the Series B Preferred Stock) or (B) warrants or
subscription rights for equity securities issued by the Borrowers.

         SS.9.6. CAPITAL EXPENDITURES. Capital Expenditures (other than for
Rental Equipment and trucks, trailers and other equipment used to transport the
same used in the ordinary course of business) for any fiscal year shall not
exceed (a) $45,000,000 (PROVIDED, HOWEVER, that, if during any fiscal year the
amount of Capital Expenditures permitted for that fiscal year is not utilized,
such unutilized amount may be utilized in the next succeeding fiscal year after
application of the amount set forth in the table above, but not in any
subsequent fiscal year) plus (b) $200,000 per Lowe's Store opened in such fiscal
year, provided that the aggregate amount of non-Rental Equipment Capital
Expenditures for all Lowe's Stores does not exceed $32,000,000 per fiscal year.

         SS.10. CLOSING CONDITIONS. The obligations of (a) the Lenders to
convert the loans and letters of credit under the Prior Credit Agreement into
Loans and Letters of Credit and to make the initial Loans, (b) the Issuing Bank
to issue any initial Letters of Credit, and (c) the Lenders and the
Administrative Agent otherwise to be bound by the terms of this Credit Agreement
shall be subject to the satisfaction of each of the following conditions
precedent:

         SS.10.1. LOAN DOCUMENTS, ETC. Each of the Loan Documents shall have
been duly and properly authorized, executed and delivered by the respective
parties thereto and shall be in full force and effect in a form satisfactory to
the Lenders.

         SS.10.2. CORPORATE ACTION. All corporate or partnership action
necessary for the valid execution, delivery and performance by each Borrower of
the Loan Documents to which it is a party shall have been duly and effectively
taken, and satisfactory evidence thereof shall have been provided to the
Administrative Agent.

         SS.10.3. CERTIFICATE OF SECRETARY; GOOD STANDING CERTIFICATES. The
Administrative Agent shall have received from each Borrower a certificate of
good standing, valid existence or subsistence, status, or compliance, as





                                      -77-
<PAGE>   86




applicable, of such Borrower from the Secretary of State or other appropriate
official of the jurisdiction of its organization or formation and from each
jurisdiction in which it is authorized to conduct business, in each case dated
as of a recent date. The Administrative Agent shall also have received from each
Borrower a certificate of its Secretary certifying the following attachments
thereto: (a) a copy of its certificate or articles of incorporation, certificate
of limited partnership or other constituent documents, in each case as amended
to date, certified as of a recent date by the Secretary of State or other
appropriate official of the jurisdiction of its organization or formation, (b) a
true, correct and complete copy of its by-laws or limited partnership agreement,
as applicable, including all amendments thereto, and (c) a true, correct and
complete copy of the resolutions of its board of directors or a committee
thereof or general partner, as applicable, authorizing the transactions
contemplated hereunder and under the other Loan Documents. Such Secretary's
Certificate shall also give the name and bear a specimen signature of each
individual who shall be authorized (i) to sign the Loan Documents on behalf of
each Borrower; (ii) to make Loan and Letter of Credit Requests; and (iii) to
give notices and to take other action on each Borrower's behalf under the Loan
Documents.

         SS.10.4. VALIDITY OF LIENS. The Security Documents shall be effective
to create and maintain in favor of the Administrative Agent a legal, valid and
enforceable first (except for Permitted Liens entitled to priority under
applicable law) security interest in and lien upon the Collateral. All filings,
recordings, deliveries of instruments and other actions necessary or desirable
in the opinion of the Administrative Agent to protect and preserve such security
interests shall have been duly effected or such documentation shall be delivered
to the Administrative Agent, including, without limitation, the filing of such
UCC-3 Assignments and UCC-3 Amendments to continue the liens granted by the
Parent and its Subsidiaries under the Prior Credit Agreement and the security
documents related thereto. The Administrative Agent shall have received evidence
thereof in form and substance reasonably satisfactory to the Administrative
Agent.

         SS.10.5. PERFECTION CERTIFICATES AND SEARCH RESULTS. The Administrative
Agent shall have received from each Borrower a completed and fully executed
Perfection Certificate and the results of UCC searches with respect to the
Collateral, indicating no liens other than Permitted Liens and otherwise in form
and substance reasonably satisfactory to the Administrative Agent.

         SS.10.6. CERTIFICATES OF INSURANCE. The Administrative Agent shall have
received a certificate of insurance signed by the insurer or an agent authorized
to bind the insurer dated as of the Closing Date, identifying insurers, types of
insurance, insurance limits, and policy terms, and otherwise describing the
Borrowers' insurance coverage and naming the Administrative Agent as loss payee
and additional insured as further provided in the Security Agreements.

         SS.10.7. LEGAL OPINIONS. The Administrative Agent shall have received
favorable legal opinions from counsel to the Borrowers, addressed to the
Administrative Agent and each Lender, dated as of the Closing Date, in form and
substance satisfactory to the Administrative Agent, and including, without




                                      -78-
<PAGE>   87




limiting the generality of the foregoing, an opinion regarding noncontravention
of the Loan Documents and the transactions contemplated herein and therein.

         SS.10.8. PAYMENT OF FEES. The Borrowers shall have paid all fees owing
to any of the Lenders or the Agents, as appropriate, including, without
limitation, the fees and expenses of the Administrative Agent's counsel and the
fees set forth in the fee letters dated as of July 21, 2000 (the "Fee Letter").

         SS.10.9. CLOSING CERTIFICATE. The Borrowers shall have delivered to the
Administrative Agent a certificate, dated as of the Closing Date, stating that,
as of such date (a) the representations and warranties set forth herein or in
any other Loan Document are true and correct and (b) no Default or Event of
Default has occurred and is continuing.

         SS.10.10. CONSENTS. The Borrowers shall have delivered to the
Administrative Agent evidence that all requisite material third-party consents
to the transactions contemplated hereunder and under the other Loan Documents
have been received.

         SS.10.11. SUBORDINATED DEBT DOCUMENTS. The Borrowers shall have
delivered to the Administrative Agent true, correct and complete copies of the
documents evidencing the Subordinated Debt (including any amendments thereof) in
existence as of the Closing Date and any of such documents not previously
delivered and approved by the Administrative Agent shall be in form and
substance satisfactory to the Administrative Agent.

         SS.10.12. EQUITY OFFERING. The Borrowers shall have received
commitments for gross equity proceeds of an amount not less than $100,000,000
from the Series B Preferred Stock offering (the "New Equity Offering"), provided
that no Lender shall be obligated to fund under this Agreement prior to receipt
of evidence satisfactory to the Agents, including, without limitation, an
opinion with respect thereto (a) that the Parent has obtained proxies for the
necessary share votes to allow the remaining proceeds to close in accordance
with ss.7.21, and (b) of $50,000,000 gross equity proceeds.

         SS.10.13. MATERIAL ADVERSE CHANGES. Since March 31, 2000, there shall
not have occurred any material adverse changes in the financial condition,
business or prospects of the Parent and its Restricted Subsidiaries, taken as a
whole.

         SS.10.14. SOLVENCY CERTIFICATE. The Borrowers shall have delivered to
the Administrative Agent a certificate, dated as of the Closing Date, as to the
solvency of the Borrowers on a consolidated basis following consummation of the
transactions contemplated herein, in form and substance satisfactory to the
Administrative Agent.

         SS.10.15. SEVEN PERCENT CERTIFICATE. The Borrowers shall have delivered
to the Administrative Agent a certificate, dated as of the Closing Date and in
form and substance satisfactory to the Administrative Agent, demonstrating that





                                      -79-
<PAGE>   88






the value of titled or registered Rental Equipment (not subject to an Equipment
Securitization Lien) and owned Real Property does not exceed seven percent (7%)
of such Rental Equipment and owned Real Property, as shown on the Borrowers'
consolidated financial statements in accordance with GAAP.

         SS.10.16. INCURRENCE TEST CERTIFICATE. The Borrowers shall have
delivered to the Administrative Agent a certificate, dated as of the Closing
Date, demonstrating the Borrowers' compliance with the incurrence test under the
Subordinated Debt following consummation of the transactions contemplated
herein, in form and substance satisfactory to the Administrative Agent.

         SS.11. CONDITIONS OF ALL LOANS. The obligations of the Lenders to
convert the loans under the Prior Credit Agreement into Loans hereunder, and to
make or extend any Loan, and of the Issuing Bank to issue, extend or renew any
Letter of Credit on or after the Closing Date shall also be subject to the
following conditions precedent:

         SS.11.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties of the Borrowers contained in this Credit
Agreement, the other Loan Documents or in any document or instrument delivered
pursuant to or in connection with this Credit Agreement shall be true in all
material respects as of the date as of which they were made and shall also be
true in all material respects at and as of the time of any Drawdown Date or the
issuance, extension or renewal of any Letter of Credit with the same effect as
if made at and as of that time (except to the extent of changes resulting from
transactions contemplated or permitted by this Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business which
singly or in the aggregate are not materially adverse, or to the extent that
such representations and warranties relate solely and expressly to an earlier
date) and no Default or Event of Default shall have occurred and be continuing.

         SS.11.2. PERFORMANCE; NO EVENT OF DEFAULT. The Borrowers shall have
performed and complied with all terms and conditions herein required to be
performed or complied with by the Borrowers prior to or at the time of any Loan
or Letter of Credit. Each request by the Borrowers for a Loan, for issuance,
extension or renewal of a Letter of Credit subsequent to the Closing Date shall
constitute certification by the Borrowers that the conditions specified in
ss.ss.11.1 and 11.2 will be duly satisfied on the date of such Loan or Letter of
Credit issuance.

         SS.11.3. NO LEGAL IMPEDIMENT. No change shall have occurred in any law
or regulations thereunder or interpretations thereof which in the reasonable
opinion of any Lender would make it illegal for such Lender to make Loans
hereunder or to participate in the issuance, extension or renewal of letters of
credit or in the reasonable opinion of the Issuing Bank would make it illegal
for the Issuing Bank to issue, extend or renew such Letter of Credit.

         SS.11.4. GOVERNMENTAL REGULATION. Each Lender shall have received such
statements in form and substance reasonably satisfactory to such Lender as such






                                      -80-
<PAGE>   89




Lender shall require for the purpose of compliance with any applicable
regulations of the Comptroller of the Currency or the Board of Governors of the
Federal Reserve System.

         SS.11.5. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with
the transactions contemplated by this Credit Agreement, the other Loan Documents
and all documents incident thereto required to be delivered hereunder shall have
been delivered to the Lenders in form and substance satisfactory to the Lenders,
the Administrative Agent and its counsel, including without limitation a Loan
and Letter of Credit Request in the form attached hereto as EXHIBIT C, and the
Lenders, the Administrative Agent and such counsel shall have received all
information and such counterpart originals or certified or other copies of such
documents as the Administrative Agent or any Lender may reasonably request.

         SS.12. COLLATERAL SECURITY. The Obligations shall be secured by (a) a
perfected first priority security interest (except for assets subject to Basket
Liens or other Permitted Liens entitled to priority under applicable law) in all
assets (other than Real Property or titled or registered Rental Equipment unless
required pursuant to ss.7.19) of each Borrower, whether now owned or hereafter
acquired, pursuant to the terms of the Security Documents to which such Borrower
is a party; and (b) a pledge of 100% of the capital stock or other equity
interests of each Restricted Subsidiary of the Parent pursuant to the terms of
the Pledge Agreements. Notwithstanding anything herein to the contrary, the
Administrative Agent may release, and/or subordinate, the Administrative Agent's
lien on certain Collateral if such Collateral is released or subordinated in
connection with a Permitted Equipment Transfer, or is subject to a Permitted
Securitization Lien.

         SS.13.  EVENTS OF DEFAULT; ACCELERATION; TERMINATION OF COMMITMENT.

         SS.13.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following
events ("Events of Default" or, if the giving of notice or the lapse of time or
both is required, then, prior to such notice and/or lapse of time, "Defaults")
shall occur:

         (a) the Borrowers shall fail to pay any principal of the Loans or any
Reimbursement Obligation when the same shall become due and payable, whether at
the Revolving Credit Maturity Date, Term Loan Maturity Date or any accelerated
date of maturity or at any other date fixed for payment (including, without
limitation, any prepayments required by ss.ss.4.4 or 8.11);

         (b) the Borrowers shall fail to pay any interest or fees or other
amounts owing hereunder within five (5) Business Days after the same shall
become due and payable whether at the Revolving Credit Maturity Date, Term Loan
Maturity Date or any accelerated date of maturity or at any other date fixed for
payment;

         (c) (i) any Borrower shall fail to comply with any of the covenants
contained in ss.7.1, 7.16, 7.19, 8 or 9, or (ii) any Borrower shall fail to
comply with any of the covenants contained in the first clause of ss.7.5 or in





                                      -81-
<PAGE>   90




ss.7.15 within ten (10) days after the earlier to occur of (A) written notice of
such failure given to the Borrowers by the Administrative Agent or any Lender or
(B) the date on which any Borrower knew or should have known about such event;

         (d) any Borrower shall fail to perform any term, covenant or agreement
contained herein or in any of the other Loan Documents (other than those
specified in subsections (a), (b), and (c) above) within thirty (30) days after
the earlier to occur of (i) the date that written notice of such failure has
been given to the Borrowers by the Administrative Agent or any Lender or (ii)
the date on which any Borrower knew or should have known about such event;

         (e) any representation or warranty contained in this Credit Agreement,
any of the Loan Documents or in any document or instrument delivered pursuant to
or in connection with this Credit Agreement shall prove to have been false in
any material respect upon the date when made or repeated;

         (f) (i) the Parent shall fail to pay at maturity, or within any
applicable period of grace, any Indebtedness (other than the Obligations) in an
aggregate amount greater than $10,000,000 or fail to observe or perform any
material term, covenant or agreement contained in any agreement by which it is
bound, evidencing or securing Indebtedness in an aggregate amount greater than
$10,000,000 for such period of time as would, or would have permitted (assuming
the giving of appropriate notice if required) the holder or holders thereof or
of any obligations issued thereunder to accelerate the maturity thereof, or (ii)
any Borrower other than the Parent shall fail to pay at maturity, or within any
applicable period of grace, any Indebtedness (other than the Obligations) in an
aggregate amount greater than $5,000,000 (or, together with the other non-Parent
Borrowers exceeds an aggregate amount of $10,000,000) or fail to observe or
perform any material term, covenant or agreement contained in any agreement by
which it is bound, evidencing or securing Indebtedness in an aggregate amount
greater than $5,000,000 (or, together with the other non-Parent Borrowers
exceeds an aggregate amount of $10,000,000) for such period of time as would, or
would have permitted (assuming the giving of appropriate notice if required) the
holder or holders thereof or of any obligations issued thereunder to accelerate
the maturity thereof;

         (g) any Borrower makes an assignment for the benefit of creditors, or
admits in writing its inability to pay or generally fails to pay its debts as
they mature or become due, or petitions or applies for the appointment of a
trustee or other custodian, liquidator, receiver or receiver and manager of any
Borrower or of any substantial part of the assets of any Borrower or commences
any case or other proceeding relating to any Borrower under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation similar law of any jurisdiction, now or hereafter in effect, or
takes any action to authorize or in furtherance of any of the foregoing, or if
any such petition or application is filed or any such case or other proceeding
is commenced against any Borrower and such Borrower indicates its approval
thereof, consent thereto or acquiescence therein or such petition or application
shall not have been dismissed within ninety (90) days following the filing
thereof;






                                      -82-
<PAGE>   91



         (h) a decree or order is entered appointing any such trustee,
custodian, liquidator, receiver or receiver and manager or adjudicating any
Borrower bankrupt or insolvent, or approving a petition in any such case or
other proceeding, or a decree or order for relief is entered in respect of any
Borrower in an involuntary case under federal bankruptcy laws as now or
hereafter constituted;

         (i) there shall remain in force, undischarged, unsatisfied and
unstayed, for more than sixty (60) days, whether or not consecutive, any final
judgment against any Borrower which, with other outstanding final judgments,
undischarged, unsatisfied and unstayed against the Borrowers, exceeds in the
aggregate $10,000,000 after taking into account any undisputed insurance
coverage;

         (j) (i) the holders of all or any part of the Subordinated Debt shall
accelerate the maturity of all or any part of the Subordinated Debt or the
Subordinated Debt shall be prepaid, redeemed or repurchased in whole or in part,
other than payments made in compliance with ss.4.4 or ss.8.11 hereof, or (ii)
any of the Borrowers, the Parent or the ES SPV shall fail to pay on any due
date, after giving effect to any applicable period of grace, or at maturity all
or any part of the Equipment Securitization Obligations, or (iii) the holder or
holders thereof have accelerated the maturity of all or any part of the
Equipment Securitization Obligations, or (iv) there is a draw under the
Equipment Securitization L/C, or (v) any default or event of default
incorporated by reference under any Intercreditor Agreement has occurred;

         (k) any Borrower, other than the Parent, or any ERISA Affiliate incurs
any liability to the PBGC or a Guaranteed Pension Plan pursuant to Title IV of
ERISA in an aggregate amount exceeding $5,000,000, (or, in the case of the
Parent, or together with other non-Parent Borrowers, exceeds an aggregate amount
of $10,000,000) any Borrower, other than the Parent or any ERISA Affiliate is
assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer
Plan requiring aggregate annual payments exceeding $5,000,000 (or, in the case
of the Parent, or together with other non-Parent Borrowers, exceeds an aggregate
amount of $10,000,000), or any of the following occurs with respect to a
Guaranteed Pension Plan: (i) an ERISA Reportable Event or a failure to make a
required installment or other payment (within the meaning of ss.302(f)(1) of
ERISA), PROVIDED THAT the Administrative Agent determines in its reasonable
discretion that such event (A) could be expected to result in liability of any
Borrower other than the Parent to the PBGC or such Plan in an aggregate amount
exceeding $10,000,000 (or, in the case of the Parent, or together with other
non-Parent Borrowers, exceeds an aggregate amount of $10,000,000) and (B) could
constitute grounds for the termination of such Plan by the PBGC, for the
appointment by the appropriate United States District Court of a trustee to
administer such Plan or for the imposition of a lien in favor of such Plan; or
(ii) the appointment by a United States District Court of a trustee to
administer such Plan; or (iii) the institution by the PBGC of proceedings to
terminate such Plan;

         (l) any of the Loan Documents shall be cancelled, terminated, revoked
or rescinded or the Administrative Agent's security interests or liens in a
substantial portion of the Collateral shall cease to be perfected, or shall






                                      -83-
<PAGE>   92



cease to have the priority contemplated by the Security Documents, in each case
otherwise than in accordance with the terms thereof or with the express prior
written agreement, consent or approval of the Lenders, or any action at law,
suit or in equity or other legal proceeding to cancel, revoke or rescind any of
the Loan Documents shall be commenced by or on behalf of any Borrower or any of
their respective stockholders, or any court or any other governmental or
regulatory authority or agency of competent jurisdiction shall make a
determination that, or issue a judgment, order, decree or ruling to the effect
that, any one or more of the Loan Documents is illegal, invalid or unenforceable
in accordance with the terms thereof;

         (m) (i) the Parent shall at any time, legally or beneficially own
directly or indirectly less than one hundred percent (100%) of the shares of the
capital stock of each other Borrower, as adjusted pursuant to any stock split,
stock dividend or recapitalization or reclassification of the capital of such
Borrower; (ii) except as set forth on SCHEDULE 13.1(M), any Person or group of
Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act
of 1934, as amended) shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 promulgated by the SEC under said Act) of 30% or more of
the outstanding shares of common stock of the Parent, unless such change in
beneficial ownership is a result of issuances of common stock by the Parent
after the Closing Date, in which case such percentage shall be increased to 35%;
or, during any period of twelve consecutive calendar months, individuals who
were directors of the Parent on the first day of such period (together with any
new directors whose election by such board or whose nomination for election by
the shareholders of the Parent was approved by a vote of a majority of the
directors still in office who were either directors at the beginning of such
period or whose election or nomination for election was previously so approved)
shall cease to constitute a majority of the board of directors of the Parent; or
(iii) there shall occur a "Change of Control" under the Series A Preferred
Stock, the Series B Preferred Stock or Subordinated Debt (in each case as
defined therein) and such "Change of Control" shall (A) create an event of
default thereunder of Indebtedness in excess of $10,000,000 in the aggregate, or
(B) entitle the holders thereof to payment in excess of $10,000,000 in the
aggregate;

then, and in any such Event of Default, so long as the same may be continuing,
the Administrative Agent may, and at the request of the Majority Lenders shall,
by notice in writing to the Borrowers, declare all amounts owing with respect to
this Credit Agreement, the Notes and the other Loan Documents and all
Reimbursement Obligations to be, and they shall thereupon forthwith become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by the Borrowers; PROVIDED



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THAT in the event of any Event of Default specified in ss.ss.13(g), 13(h) or
13(j) all such amounts shall become immediately due and payable automatically
and without any requirement of notice from the Administrative Agent or any
Lender. Upon demand by the Required Revolving Credit Lenders after the
occurrence of any Event of Default, the Borrowers shall immediately provide to
the Administrative Agent cash in an amount equal to the Maximum Drawing Amount
to be held by the Administrative Agent as collateral security for the Letter of
Credit Obligations, PROVIDED THAT in the event of any Event of Default specified
in ss.ss.13(g), 13(h) or 13(j), all such amounts shall become immediately due
and payable automatically and without any requirement of notice from the
Administrative Agent or any Lender.

         SS.13.2. TERMINATION OF COMMITMENTS. If any Event of Default shall
occur, the Administrative Agent may, and at the request of the Required
Revolving Credit Lenders shall, by notice to the Borrowers, terminate the unused
portion of the Total Commitment hereunder, and upon such notice being given,
such unused portion of the Total Commitment hereunder shall terminate
immediately and the Revolving Credit Lenders shall be relieved of all further
obligations to make Revolving Credit Loans to the Borrowers and the Issuing Bank
shall be relieved of all further obligations to issue, extend or renew Letters
of Credit for the account of the Borrowers hereunder, PROVIDED THAT in the event
of any Event of Default specified in ss.ss.13(g), 13(h) or 13(j), the Total
Commitment shall forthwith terminate and each of the Revolving Credit Lenders
shall be relieved of all further obligations to make Revolving Credit Loans to
the Borrowers and the Issuing Bank shall be relieved of all further obligations
to issue, extend or renew Letters of Credit automatically and without any
requirement of notice from the Administrative Agent, the Issuing Bank or any
Lender. No termination of any portion of the Total Commitment hereunder shall
relieve the Borrowers of any of their existing Obligations to the Revolving
Credit Lenders hereunder or elsewhere.

         SS.13.3. REMEDIES. Subject to ss.14, in case any one or more Events of
Default shall have occurred and be continuing, and whether or not the Lenders
shall have accelerated the maturity of the Loans and other Obligations pursuant
to ss.13.1, each Lender may proceed to protect and enforce its rights by suit in
equity, action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Credit Agreement and
the other Loan Documents or any instrument pursuant to which the Obligations to
such Lender are evidenced, including, without limitation, as permitted by
applicable law the obtaining of the EX PARTE appointment of a receiver, and, if
such amount shall have become due, by declaration or otherwise, proceed to
enforce the payment thereof or any legal or equitable right of such Lender,
PROVIDED THAT, if any of the Collateral is Real Property located in California,
Louisiana or any other state or province having a one form of action rule or any
rule which might impair the Collateral, then prior to initiating any such
proceeding, such Lender shall have supplied the Administrative Agent with
opinions of nationally recognized law firms specializing in California law,
Louisiana law, and the law of any other state or province, as applicable, having
a one form of action rule to the effect that actions by such Lender under such
circumstances shall not constitute an action for purposes of such state's or
province's one form of action rule or in any other way impair the Collateral. No
remedy herein conferred upon any Lender, the Administrative Agent or the holder
of any Note or purchaser of any Letter of Credit Participation is intended to be
exclusive of any other remedy and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute or any other provision of law.

         SS.13.4. DISTRIBUTION OF COLLATERAL PROCEEDS. In the event that,
following the occurrence or during the continuance of any Event of Default, the





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Administrative Agent or any Lender, as the case may be, receives any monies in
connection with the enforcement of any of the Security Documents, or otherwise
with respect to the realization upon any of the Collateral, such monies shall be
distributed for application as follows:

                           (a) First, to the payment of, or (as the case may be)
                  the reimbursement of the Administrative Agent for or in
                  respect of all reasonable costs, expenses, fees, disbursements
                  and losses which shall have been incurred or sustained by the
                  Administrative Agent in connection with the collection of such
                  monies by the Administrative Agent, for the exercise,
                  protection or enforcement by the Administrative Agent of all
                  or any of the rights, remedies, powers and privileges of the
                  Administrative Agent under this Credit Agreement or any of the
                  other Loan Documents or in respect of the Collateral or in
                  support of any provision of adequate indemnity to the
                  Administrative Agent against any taxes or liens which by law
                  shall have, or may have, priority over the rights of the
                  Administrative Agent to such monies;

                           (b) Second, notwithstanding anything to the contrary
                  set forth herein, to the payment of the Lenders, to be
                  distributed PARI PASSU in accordance with the aggregate
                  outstanding principal amount of, or held as cash collateral
                  for, the Obligations (including the Maximum Drawing Amount of
                  Letters of Credit outstanding) owing to each Lender divided by
                  the aggregate outstanding principal amount of all Obligations
                  (including the Maximum Drawing Amount of Letters of Credit
                  outstanding), PROVIDED that upon the expiration or termination
                  of any Letters of Credit, the Maximum Drawing Amount which has
                  been included in calculating outstanding Obligations and any
                  cash collateral held for the benefit of the Revolving Credit
                  Lenders in respect thereto will be redistributed PARI PASSU to
                  the Lenders in accordance with this paragraph (b);

                           (c) Third, upon payment and satisfaction in full or
                  other provisions for payment in full satisfactory to the
                  Lenders and the Administrative Agent of all of the
                  Obligations, to the payment of any obligations required to be
                  paid pursuant to ss.9-504(1)(c) of the Uniform Commercial Code
                  of the State of New York; and

                           (d) Fourth, the excess, if any, shall be returned to
                  the Borrowers or to such other Persons as are entitled
                  thereto.

         SS.14. SETOFF. Regardless of the adequacy of any Collateral, during the
continuance of an Event of Default, any deposits or other sums credited by or
due from any Lender or the Administrative Agent to any Borrower and any
securities or other property of any Borrower in the possession of such Lender or
the Administrative Agent may be applied to or set off against the payment of the
Obligations and any and all other liabilities, direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising, of any






                                      -86-
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Borrower to the Lenders and the Administrative Agent. The Lenders and the
Administrative Agent agree among themselves that, if a Lender shall obtain
payment on any Obligation outstanding under this Credit Agreement through the
exercise of a right of offset, banker's lien or counterclaim, or from any other
source including under ss.13.3 (other than by way of a PRO RATA payment under
this Credit Agreement), it shall promptly make such adjustments with the other
Lenders as shall be equitable to the end that all the Lenders shall share the
benefits of such payments PRO RATA in accordance with each Lender's Loan
Percentage immediately prior to the payment obtained by such Lender as
aforesaid. The Lenders and the Administrative Agent further agree among
themselves that if any payment to a Lender obtained by such Lender through the
exercise of a right of offset, banker's lien or counterclaim, or from any other
source (other than by way of a PRO RATA payment) as aforesaid shall be rescinded
or must otherwise be restored, the Lenders and Administrative Agent who shall
have shared the benefit of such payment shall return their share of that benefit
to the Lender whose payment shall have been rescinded or otherwise restored.

         SS.15.  THE ADMINISTRATIVE AGENT.

         SS.15.1.  AUTHORIZATION.

         (a) The Administrative Agent is authorized to take such action on
behalf of each of the Lenders and to exercise all such powers as are hereunder
and under any of the other Loan Documents and any related documents delegated to
the Administrative Agent, together with such powers as are reasonably incident
thereto, PROVIDED that no duties or responsibilities not expressly assumed
herein or therein shall be implied to have been assumed by the Administrative
Agent.

         (b) The relationship between the Administrative Agent and each of the
Lenders is that of an independent contractor. The use of the term
"Administrative Agent" is for convenience only and is used to describe, as a
form of convention, the independent contractual relationship between the
Administrative Agent and each of the Lenders. Nothing contained in this Credit
Agreement nor the other Loan Documents shall be construed to create an agency,
trust or other fiduciary relationship between the Administrative Agent and any
of the Lenders.

         (c) As an independent contractor empowered by the Lenders to exercise
certain rights and perform certain duties and responsibilities hereunder and
under the other Loan Documents, the Administrative Agent is nevertheless a
"representative" of the Lenders, as that term is defined in Article 1 of the
Uniform Commercial Code, for purposes of actions for the benefit of the Lenders
and the Administrative Agent with respect to all collateral security and
guaranties contemplated by the Loan Documents. Such actions include the
designation of the Administrative Agent as "secured party", "mortgagee" or the
like on all financing statements and other documents and instruments, whether





                                      -87-
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recorded or otherwise, relating to the attachment, perfection, priority or
enforcement of any security interests, mortgages or deeds of trust in collateral
security intended to secure the payment or performance of any of the
Obligations, all for the benefit of the Lenders and the Administrative Agent.

         SS.15.2. EMPLOYEES AND AGENTS. The Administrative Agent may exercise
its powers and execute its duties by or through employees or agents and shall be
entitled to take, and to rely on, advice of counsel concerning all matters
pertaining to its rights and duties under this Credit Agreement and the other
Loan Documents. The Administrative Agent may utilize the services of such
Persons as the Administrative Agent in its sole discretion may reasonably
determine, and all reasonable fees and expenses of any such Persons shall be
paid by the Borrowers.

         SS.15.3. NO LIABILITY. Neither the Administrative Agent nor any of its
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent or employee thereof, shall be liable for any
waiver, consent or approval given or any action taken, or omitted to be taken,
in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences
of any oversight or error of judgment whatsoever, except that the Administrative
Agent or such other Person, as the case may be, may be liable for losses due to
its willful misconduct or gross negligence.

         SS.15.4. NON-RELIANCE ON THE ADMINISTRATIVE AGENT AND OTHER LENDERS.
Each Lender represents that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of the
financial condition and affairs of the Borrowers and decision to enter into this
Credit Agreement and the other Loan Documents and agrees that it will,
independently and without reliance upon the Administrative Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own appraisals and decisions in taking or not
taking action under this Credit Agreement or any other Loan Document. The
Administrative Agent shall not be required to keep informed as to the
performance or observance by the Borrowers of this Credit Agreement, the other
Loan Documents or any other document referred to or provided for herein or
therein or by any other Person of any other agreement or to make inquiry of, or
to inspect the properties or books of, any Person. Except for notices, reports
and other documents and information expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, the Administrative Agent shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning any Person which may come into the possession of
the Administrative Agent or any of its affiliates. Each Lender shall have access
to all documents relating to the Administrative Agent's performance of its
duties hereunder at such Lender's request. Unless any Lender shall promptly
object to any action taken by the Administrative Agent hereunder after receiving
notice thereof (other than actions to which the provisions of ss.27 are
applicable and other than actions which constitute gross negligence or willful
misconduct by the Administrative Agent), such Lender shall conclusively be
presumed to have approved the same. The Administrative Agent shall not be under
any duty to take any action permitted to be taken by it pursuant to this Credit
Agreement unless requested to do so by the Majority Lenders.






                                      -88-
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         SS.15.5.  NO REPRESENTATIONS.

                  SS.15.5.1. GENERAL. The Administrative Agent shall not be
         responsible for the execution or validity or enforceability of this
         Credit Agreement, the Notes, the Letters of Credit, any of the other
         Loan Documents or any instrument at any time constituting, or intended
         to constitute, collateral security for the Notes, or for the value of
         any such collateral security or for the validity, enforceability or
         collectability of any such amounts owing with respect to the Notes, or
         for any recitals or statements, warranties or representations made
         herein or in any of the other Loan Documents or in any certificate or
         instrument hereafter furnished to it by or on behalf of any Borrower,
         or be bound to ascertain or inquire as to the performance or observance
         of any of the terms, conditions, covenants or agreements herein or in
         any instrument at any time constituting, or intended to constitute,
         collateral security for the Notes or to inspect any of the properties,
         books or records of any Borrower. The Administrative Agent shall not be
         bound to ascertain whether any notice, consent, waiver or request
         delivered to it by the Borrowers or any holder of any of the Notes
         shall have been duly authorized or is true, accurate and complete. The
         Administrative Agent has not made nor does it now make any
         representations or warranties, express or implied, nor does it assume
         any liability to the Lenders, with respect to the credit worthiness or
         financial conditions of any Borrower. Each Lender acknowledges that it
         has, independently and without reliance upon the Administrative Agent
         or any other Lender, and based upon such information and documents as
         it has deemed appropriate, made its own credit analysis and decision to
         enter into this Credit Agreement.

                  SS.15.5.2. CLOSING DOCUMENTATION, ETC. For purposes of
         determining compliance with the conditions set forth in ss.10, each
         Lender that has executed this Credit Agreement shall be deemed to have
         consented to, approved or accepted, or to be satisfied with, each
         document and matter either sent, or made available, by the
         Administrative Agent or any affiliate to such Lender for consent,
         approval, acceptance or satisfaction, unless an officer of the
         Administrative Agent or any affiliate active upon the Borrowers'
         account shall have received notice from such Lender prior to the
         Closing Date specifying such Lender's objection thereto and such
         objection shall not have been withdrawn by notice to the Administrative
         Agent or any affiliate to such effect on or prior to the Closing Date.

         SS.15.6.  PAYMENTS.

                  SS.15.6.1. PAYMENTS TO ADMINISTRATIVE AGENT. A payment by the
         Borrower to the Administrative Agent hereunder or any of the other Loan
         Documents for the account of any Lender shall constitute a payment to
         such Lender. The Administrative Agent agrees promptly to distribute to





                                      -89-
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         each Lender such Lender's PRO RATA share (based on such Lender's
         Commitment Percentage or Loan Percentage, as the case may be) of
         payments received by the Administrative Agent for the account of the
         Lenders except as otherwise expressly provided herein or in any of the
         other Loan Documents.

                  SS.15.6.2. DISTRIBUTION BY ADMINISTRATIVE AGENT. If in the
         opinion of the Administrative Agent the distribution of any amount
         received by it in such capacity hereunder, under the Notes or under any
         of the other Loan Documents might involve it in liability, it may
         refrain from making distribution until its right to make the
         distribution shall have been adjudicated by a court of competent
         jurisdiction. If a court of competent jurisdiction shall adjudge that
         any amount received and distributed by the Administrative Agent is to
         be repaid, each Person to whom any such distribution shall have been
         made shall either repay to the Administrative Agent its proportionate
         share of the amount so adjudged to be repaid or shall pay over the same
         in such manner and to such Persons as shall be determined by such
         court.

                  SS.15.6.3. DELINQUENT LENDERS. Notwithstanding anything to the
         contrary contained in this Credit Agreement or any of the other Loan
         Documents, any Lender that fails (i) when required hereunder to make
         available to the Administrative Agent its PRO RATA share of any Loan or
         to purchase any Letter of Credit Participation or (ii) to comply with
         the provisions of ss.14 with respect to making dispositions and
         arrangements with the other Lenders, where such Lender's share of any
         payment received, whether by setoff or otherwise, is in excess of its
         PRO RATA share of such payments due and payable to all of the Lenders,
         in each case as, when and to the full extent required by the provisions
         of this Credit Agreement, shall be deemed delinquent (a "Delinquent
         Lender") and shall be deemed a Delinquent Lender until such time as
         such delinquency is satisfied. A Delinquent Lender shall be deemed to
         have assigned any and all payments due to it from the Borrowers,
         whether on account of outstanding Loans and unpaid Reimbursement
         Obligations, interest, fees or otherwise, to the remaining
         nondelinquent Lenders for application to, and reduction of, their
         respective PRO RATA shares of all outstanding Loans and unpaid
         Reimbursement Obligations for which such Delinquent Lender has any
         obligations hereunder. The Delinquent Lender hereby authorizes the
         Administrative Agent to distribute such payments to the nondelinquent
         Lenders in proportion to their respective PRO RATA shares of all such
         outstanding Loans and unpaid Reimbursement Obligations. A Delinquent
         Lender shall be deemed to have satisfied in full a delinquency when and
         if, as a result of application of the assigned payments to all such
         outstanding Loans and unpaid Reimbursement Obligations of the
         nondelinquent Lenders, the Lenders' respective PRO RATA shares of all
         outstanding Loans and unpaid Reimbursement Obligations have returned to
         those in effect immediately prior to such delinquency and without
         giving effect to the nonpayment causing such delinquency. A Delinquent
         Lender shall not be entitled to vote on any matters under this Credit
         Agreement or the other Loan Documents until such delinquency is
         satisfied in accordance with this ss.15.6.3, other than matters
         specified in ss.27 that require the consent of each Lender affected
         thereby (and such Delinquent Lender is affected thereby) or the consent
         of all Lenders.





                                      -90-
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         SS.15.7. HOLDERS OF NOTES, ETC. The Administrative Agent may deem and
treat the payee of any Note or the purchaser of any Letter of Credit
Participation as the absolute owner or purchaser thereof for all purposes hereof
until it shall have been furnished in writing with a different name by such
payee or by a subsequent holder, assignee or transferee.

         SS.15.8. INDEMNITY. The Lenders ratably (based on each such Lender's
Loan Percentage) agree hereby to indemnify and hold harmless the Administrative
Agent and their affiliates from and against any and all claims, actions and
suits (whether groundless or otherwise), losses, damages, costs, expenses, and
liabilities of every nature and character arising out of or related to this
Credit Agreement, the Notes, or any of the other Loan Documents or the
transactions contemplated or evidenced hereby or thereby, or the Administrative
Agent or such affiliates' actions taken hereunder or thereunder, except to the
extent that (a) the Administrative Agent or such affiliates have been reimbursed
by the Borrowers as required by ss.16 or (b) any of the same shall be directly
caused by the Administrative Agent or such affiliates' willful misconduct or
gross negligence.

         SS.15.9. ADMINISTRATIVE AGENT AS LENDER. In its individual capacity,
Fleet shall have the same obligations and the same rights, powers and privileges
in respect to its Commitment and the Loans made by it, and as the holder of any
of the Notes and as the purchaser of any Letter of Credit Participations, as it
would have were it not also the Administrative Agent.

         SS.15.10. RESIGNATION. The Administrative Agent may resign at any time
by giving sixty (60) days prior written notice thereof to the Lenders and the
Borrowers. Upon any such resignation, the Majority Lenders shall have the right
to appoint a successor Administrative Agent. Unless a Default or Event of
Default shall have occurred and be continuing, such successor Administrative
Agent shall be reasonably acceptable to the Borrowers. If no successor
Administrative Agent shall have been so appointed by the Majority Lenders and
shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a financial institution having a rating of
not less than A or its equivalent by Standard & Poor's Ratings Group. 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. After any
retiring Administrative Agent's resignation, the provisions of this Credit
Agreement and the other Loan Documents 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.

         SS.15.11. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Lender
hereby agrees that, upon learning of the existence of a Default or an Event of
Default, it shall promptly notify the Administrative Agent thereof. The





                                      -91-
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Administrative Agent hereby agrees that upon receipt of any notice under this
ss.15.11 it shall promptly notify the other Lenders of the existence of such
Default or Event of Default.

         SS.15.12. DUTIES IN THE CASE OF ENFORCEMENT. In case one of more Events
of Default have occurred and shall be continuing, and whether or not
acceleration of the Obligations shall have occurred, the Administrative Agent
shall, if (i) so requested by the Majority Lenders and (ii) the Lenders have
provided to the Administrative Agent such additional indemnities and assurances
against expenses and liabilities as the Administrative Agent may reasonably
request, proceed to enforce the provisions of the Security Documents authorizing
the sale or other disposition of all or any part of the Collateral and exercise
all or any such other legal and equitable and other rights or remedies as it may
have in respect of such Collateral. The Majority Lenders may direct the
Administrative Agent in writing as to the method and the extent of any such sale
or other disposition, the Lenders hereby agreeing to indemnify and hold the
Administrative Agent, harmless from all liabilities incurred in respect of all
actions taken or omitted in accordance with such directions, PROVIDED that the
Administrative Agent need not comply with any such direction to the extent that
the Administrative Agent reasonably believes the Administrative Agent's
compliance with such direction to be unlawful in any applicable jurisdiction.

         SS.15.13. DUTIES OF SYNDICATION AGENT AND DOCUMENTATION AGENT. Neither
the Syndication Agent nor the Documentation Agent as such shall have any duties
or responsibilities to the Borrowers, the Lenders or the Administrative Agent
hereunder.

         SS.16.  EXPENSES AND INDEMNIFICATION.

         SS.16.1. EXPENSES. Whether or not the transactions contemplated herein
shall be consummated, the Borrowers jointly and severally agree to pay, in
accordance with the provisions of ss.5.12, (i) the reasonable costs of producing
and reproducing this Credit Agreement, the other Loan Documents and the other
agreements and instruments mentioned herein, (ii) any taxes (including any
interest and penalties in respect thereto) payable by the Administrative Agent
or any of the Lenders (other than taxes based upon the Administrative Agent's or
any Lender's net income) on or with respect to the transactions contemplated by
this Credit Agreement (the Borrowers hereby agreeing to indemnify the
Administrative Agent and each Lender with respect thereto), (iii) the reasonable
fees, expenses and disbursements of one (1) United States counsel to the
Administrative Agent incurred in connection with the preparation, syndication,
administration or interpretation of the Loan Documents and other instruments
mentioned herein, each closing hereunder, any amendments, modifications,
approvals, consents or waivers hereto or hereunder, or the cancellation of any
Loan Document upon payment in full in cash of all of the Obligations or pursuant
to any terms of such Loan Document providing for such cancellation, (iv) the
fees, expenses and disbursements of the Administrative Agent or any of its
affiliates incurred by the Administrative Agent or its affiliates in connection
with the preparation, syndication, administration or interpretation of the Loan
Documents and other instruments mentioned herein, including all appraisal
charges, (v) all reasonable out-of-pocket expenses (including without limitation
reasonable attorneys' fees and costs, other than attorneys which are employees





                                      -92-
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of any Lender or the Administrative Agent, and reasonable consulting,
accounting, appraisal, investment banking and similar professional fees and
charges) incurred by any Lender or the Administrative Agent in connection with
(A) the enforcement of or preservation of rights under any of the Loan Documents
against any Borrower or the administration thereof after the occurrence and
during the continuance of a Default or Event of Default and (B) any litigation,
proceeding or dispute whether arising hereunder or otherwise, in any way related
to any Lender's or the Administrative Agent's relationship with any Borrower and
(vi) all reasonable fees, expenses and disbursements of the Administrative Agent
incurred in connection with UCC and other relevant searches, UCC and other
relevant filings, mortgage recordings, certificates of title and any other
applicable filings or recordings with respect to any Security Documents or
Collateral, and (vii) any environmental assessments commissioned by the
Administrative Agent prior to foreclosure on any Real Property.

         SS.16.2. INDEMNIFICATION. The Borrowers agree to indemnify and hold
harmless, in accordance with the provisions of ss.5.12, the Administrative
Agent, the Co-Arrangers, the Lenders and their respective shareholders,
directors, officers, agents, subsidiaries and affiliates from and against any
and all claims, actions and suits (whether groundless or otherwise), losses,
damages, costs, expenses and liabilities of every nature and character arising
out of or related to this Credit Agreement, the Notes or any of the other Loan
Documents or the transactions contemplated or evidenced hereby or thereby
including, without limitation, (i) any actual or proposed use by the Borrowers
of the proceeds of any of the Loans or Letters of Credit, (ii) the Borrowers
entering into or performing this Credit Agreement or any of the other Loan
Documents or (iii) with respect to the Borrowers and their respective properties
and assets, the violation of any Environmental Law, the presence, disposal,
escape, seepage, leakage, spillage, discharge, emission, release or threatened
release of any Hazardous Substances or any action, suit, proceeding or
investigation brought or threatened with respect to any Hazardous Substances
(including, but not limited to, claims with respect to wrongful death, personal
injury or damage to property), in each case including, without limitation, the
reasonable fees and disbursements of counsel (excluding the allocated costs of
internal counsel) incurred in connection with any such investigation, litigation
or other proceeding except for claims, actions, suits, liabilities, losses,
damages and expenses arising from the gross negligence or willful misconduct of
the Administrative Agent, such Co-Arranger, such Lender or such affiliate. In
litigation, or the preparation therefor, the Lenders, the Co-Arrangers, the
Administrative Agent and its affiliates shall be entitled to select their own
counsel and, in addition to the foregoing indemnity, the Borrowers agree to pay
promptly the reasonable fees and expenses of such counsel for each Lender,
Co-Arranger and the Administrative Agent. If, and to the extent that the
obligations of the Borrowers under this ss.16.2 are unenforceable for any
reason, the Borrowers hereby agree to make the maximum contribution to the
payment in satisfaction of such obligations which is permissible under
applicable law.

         SS.16.3. SURVIVAL. The covenants contained in this ss.16 shall survive
payment or satisfaction in full of all other Obligations.






                                      -93-
<PAGE>   102



         SS.17. SURVIVAL OF COVENANTS, ETC. Unless otherwise stated herein, all
covenants, agreements, representations and warranties made herein, in the Notes,
in the other Loan Documents or in any documents or other papers delivered by or
on behalf of the Borrowers pursuant hereto shall be deemed to have been relied
upon by the Lenders and the Administrative Agent, notwithstanding any
investigation heretofore or hereafter made by any of them, and shall survive the
making by the Lenders of the Loans, and the issuance, extension or renewal of
any Letters of Credit, as herein contemplated, and shall continue in full force
and effect so long as any amount due under this Credit Agreement, any Letter of
Credit or the Notes remains outstanding and unpaid or any Lender has any
obligation to make any Loans or the Issuing Bank has any obligation to issue any
Letters of Credit hereunder. All statements contained in any certificate or
other paper delivered by or on behalf of the Borrowers pursuant hereto or in
connection with the transactions contemplated hereby shall constitute
representations and warranties by the Borrowers hereunder.

         SS.18.  ASSIGNMENT AND PARTICIPATION.

         SS.18.1. CONDITIONS TO ASSIGNMENT BY LENDERS. Except as provided
herein, each Lender may assign to one or more Eligible Assignees all or a
portion of its interests, rights and obligations under this Credit Agreement
(including all or a portion of its Commitment Percentage and Commitment and the
same portion of the Revolving Credit Loans and/or all or a portion of its Term
Loan at the time owing to it, the Revolving Credit Note or Term Note held by it
and, if applicable, its participating interest in the risk relating to any
Letters of Credit or Swing Line Loans); PROVIDED that (i) each of the
Administrative Agent and, unless a Default or Event of Default shall have
occurred and be continuing and until the sell-down of the Administrative Agent's
and the Syndication Agent's initial underwriting and the Agents have reached
their desired hold levels, the Parent (as the representative of the Borrowers)
shall have given its prior written consent to such assignment, which consent
will not be unreasonably withheld, PROVIDED that such consent shall not be
required in connection with any assignment to any Lender, any affiliate of any
Lender or any fund that invests in loans and is managed by any Lender or
affiliate of any Lender, (ii) each such assignment shall be of a constant, and
not a varying, percentage of all the assigning Lender's rights and obligations
under this Credit Agreement, PROVIDED, HOWEVER, that nothing contained herein
shall restrict any Lender from making a non-pro rata assignment of its Loans,
(iii) each assignment shall be in a minimum amount of $2,500,000 (PROVIDED that
such minimum amount shall not be required in connection with any assignment to
any Lender, any affiliate of any Lender or any fund that invests in loans and is
managed by any Lender or affiliate of any Lender), or, if less, the entire
Commitment or portion of the Term Loan of such Lender and, (iv) the parties to
such assignment shall execute and deliver to the Administrative Agent, for
recording in the Register (as hereinafter defined), an Assignment and
Acceptance, substantially in the form of EXHIBIT E hereto or other forms
approved by the Administrative Agent (an "Assignment and Acceptance"), together
with any Notes subject to such assignment. Upon such execution, delivery,





                                      -94-
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acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be at least five (5)
Business Days after the execution thereof, (i) the assignee thereunder shall be
a party hereto and, to the extent provided in such Assignment and Acceptance,
have the rights and obligations of a Lender hereunder, and (ii) the assigning
Lender shall, to the extent provided in such assignment and upon payment to the
Administrative Agent of the registration fee referred to in ss.18.3, be released
from its obligations under this Credit Agreement.

         SS.18.2. CERTAIN REPRESENTATIONS AND WARRANTIES; LIMITATIONS;
COVENANTS. By executing and delivering an Assignment and Acceptance, the parties
to the assignment thereunder confirm to and agree with each other and the other
parties hereto as follows:

         (a) other than the representation and warranty that it is the legal and
beneficial owner of the interest being assigned thereby free and clear of any
adverse claim, the assigning Lender makes no representation or warranty, express
or implied, and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Credit
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Credit Agreement, the other Loan Documents or any
other instrument or document furnished pursuant hereto or the attachment,
perfection or priority of any security interest,

         (b) the assigning Lender makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrowers or any other Person primarily or secondarily liable in respect of any
of the Obligations, or the performance or observance by the Borrowers or any
other Person primarily or secondarily liable in respect of any of the
Obligations of any of their obligations under this Credit Agreement or any of
the other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto;

         (c) such assignee confirms that it has received a copy of this Credit
Agreement, together with copies of the most recent financial statements referred
to in ss.7.4 and ss.8.4 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance;

         (d) such assignee will, independently and without reliance upon the
assigning Lender, the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this Credit
Agreement;

         (e) such assignee represents and warrants that it is an Eligible
Assignee;

         (f) such assignee appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers under this
Credit Agreement and the other Loan Documents as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such powers
as are reasonably incidental thereto;

         (g) such assignee agrees that it will perform in accordance with their
terms all of the obligations that by the terms of this Credit Agreement are
required to be performed by it as a Lender;






                                      -95-
<PAGE>   104




         (h) such assignee represents and warrants that it is legally authorized
to enter into such Assignment and Acceptance; and

         (i) if applicable, such assignee acknowledges that it has made
arrangements with the assigning Lender satisfactory to such assignee with
respect to its PRO RATA share of Letter of Credit Fees in respect of outstanding
Letters of Credit.

         SS.18.3. REGISTER. The Administrative Agent shall maintain a copy of
each Assignment and Acceptance delivered to it and a register or similar list
(the "Register") for the recordation of the names and addresses of the Lenders
and the Commitment Percentage of, and principal amount of the Loans owing to and
Letter of Credit Participations purchased by, the Lenders from time to time. The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrowers, 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 Credit Agreement. The Register shall be available for
inspection by the Borrowers and the Lenders at any reasonable time and from time
to time upon reasonable prior notice. Upon each such recordation, the assigning
Lender (or, in the case that the assignee Lender is a Replacement Lender, the
Replacement Lender) agrees to pay to the Administrative Agent a registration fee
in the sum of $3,500, provided, however, that no such fee shall be payable in
the case of an assignment between existing Lenders or between a Lender and an
affiliate of such Lender and, provided further that in the case of
contemporaneous assignments by a Lender to more than one fund that invest in
loans and that are managed by the same investment advisor (which funds are not
Lenders hereunder), only one such fee shall be payable for all such
contemporaneous assignments.

         SS.18.4. NEW NOTES. Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Note subject to
such assignment in the case of Revolving Credit Loans and/or a portion of the
Term Loan, the Administrative Agent shall (i) record the information contained
therein in the Register, and (ii) give prompt notice thereof to the Borrower and
the Lenders (other than the assigning Lender). Within five (5) Business Days
after receipt of such notice, the Borrowers, at their own expense, shall execute
and deliver to the Administrative Agent, in exchange for each surrendered Note,
a new Note or Notes to the order of such Eligible Assignee in an amount equal to
the amount assumed by such Eligible Assignee pursuant to such Assignment and
Acceptance and, if the assigning Revolving Credit Lender or Term Loan Lender has
retained some portion of its obligations hereunder, a new Note or Notes to the
order of the assigning Lender in an amount equal to the amount retained by it
hereunder. Such new Note or Notes shall provide that they are replacements for
the surrendered Notes, shall be in an aggregate principal amount equal to the
aggregate principal amount of the surrendered Notes, shall be dated the
effective date of such in Assignment and Acceptance and shall otherwise be
substantially the form of the assigned Note or Notes. Within thirty (30) days of
issuance of any new Notes pursuant to this ss.18.4, if requested by the assignor





                                      -96-
<PAGE>   105






or assignee Lender, the Borrowers shall deliver an opinion of counsel, addressed
to the Lenders and the Administrative Agent, relating to the due authorization,
execution and delivery of such new Note or Notes and the legality, validity and
binding effect thereof, in form and substance satisfactory to the Lenders. The
surrendered Notes shall be cancelled and returned to the Borrowers.

         SS.18.5. PARTICIPATIONS. Each Lender may sell participations to one or
more Lenders or other entities in all or a portion of such Lender's rights and
obligations under this Credit Agreement and the other Loan Documents; PROVIDED
that (i) any such sale or participation shall not affect the rights and duties
of the selling Lender hereunder to the Borrowers and (ii) the only rights
granted to the participant pursuant to such participation arrangements with
respect to waivers, amendments or modifications of the Loan Documents shall be
the rights to approve waivers, amendments or modifications that would reduce the
principal of or the interest rate on any Loans, extend the term or increase the
amount of the Commitment of such Lender as it relates to such participant,
reduce the amount of any fees to which such participant is entitled, extend any
regularly scheduled payment date for principal or interest or release all or
substantially all of the Collateral.

         SS.18.6. DISCLOSURE. Each Borrower agrees that in addition to
disclosures made in accordance with standard and customary lending practices any
Lender may disclose information obtained by such Lender pursuant to this Credit
Agreement to assignees or participants and potential assignees or participants
hereunder; PROVIDED that such assignees or participants or potential assignees
or participants shall agree (i) to treat in confidence such information unless
such information otherwise becomes public knowledge, (ii) not to disclose such
information to a third party, except as required by law or legal process and
(iii) not to make use of such information for purposes of transactions unrelated
to such contemplated assignment or participation.

         SS.18.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH A BORROWER. If any
assignee Lender is an Affiliate, then any such assignee Lender shall have no
right to vote as a Lender hereunder or under any of the other Loan Documents for
purposes of granting consents or waivers or for purposes of agreeing to
amendments or other modifications to any of the Loan Documents or for purposes
of making requests to the Administrative Agent pursuant to ss.13.1 or ss.13.2,
and the determination of the Majority Lenders shall for all purposes of this
Credit Agreement and the other Loan Documents be made without regard to such
assignee Lender's interest in any of the Loans or Reimbursement Obligations. If
any Lender sells a participating interest in any of the Loans or Reimbursement
Obligations to a participant, and such participant is a Borrower or an
Affiliate, then such transferor Lender shall promptly notify the Administrative
Agent of the sale of such participation. A transferor Lender shall have no right
to vote as a Lender hereunder or under any of the other Loan Documents for
purposes of granting consents or waivers or for purposes of agreeing to
amendments or modifications to any of the Loan Documents or for purposes of
making requests to the Administrative Agent pursuant to ss.13.1 or ss.13.2 to
the extent that such participation is beneficially owned by a Borrower or an
Affiliate, and the determination of the Majority Lenders shall for all purposes
of this Credit Agreement and the other Loan Documents be made without regard to
the interest of such transferor Lender in the Loans or Reimbursement Obligations
to the extent of such participation.






                                      -97-
<PAGE>   106




         SS.18.8. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any assigning Lender
shall retain its rights to be indemnified pursuant to ss.16 with respect to any
claims or actions arising prior to the date of such assignment. If any Eligible
Assignee is not incorporated under the laws of the United States of America or
any state thereof, it shall, prior to the date on which any interest or fees are
payable hereunder or under any of the other Loan Documents for its account,
deliver to the Borrower and the Administrative Agent certification as to its
exemption from deduction or withholding of any United States federal income
taxes. Anything contained in this ss.18 to the contrary notwithstanding, any
Lender may at any time pledge all or any portion of its interest and rights
under this Credit Agreement (including all or any portion of its Notes) to (a)
any of the twelve Federal Reserve Banks organized under ss.4 of the Federal
Reserve Act, 12 U.S.C. ss.341, (b) to a lender of such Lender (or trustee
therefor) in connection with a bona fide financing, and (c) any Lender that is a
fund that invests in bank loans may at any time pledge all or any portion of its
interests and rights with respect to its Term Note to any trustee for, or any
other representative of, holders of obligations owed or securities issued by
such fund as security for such obligations or securities, PROVIDED that any
foreclosure or similar action by such trustee or other representative shall be
subject to the other provisions of this ss.18. No such pledge or the enforcement
thereof shall release the pledgor Lender from its obligations hereunder or under
any of the other Loan Documents, provide any voting rights hereunder to the
pledgee thereof, or affect any rights or obligations of the Borrowers or the
Administrative Agent hereunder. Notwithstanding anything contained herein to the
contrary, no assignment or participation shall operate to increase the Total
Commitment hereunder or otherwise alter the substantive terms of this Credit
Agreement.

         SS.18.9. ASSIGNMENT BY BORROWERS. None of the Borrowers shall assign or
transfer any of its rights or obligations under any of the Loan Documents
without the prior written consent of each of the Lenders.

         SS.19. PARTIES IN INTEREST. All the terms of this Credit Agreement and
the other Loan Documents shall be binding upon and inure to the benefit of and
be enforceable by the respective successors and permitted assigns of the parties
hereto and thereto.

         SS.20. NOTICES, ETC. Except as otherwise expressly provided in this
Credit Agreement, all notices and other communications made or required to be
given pursuant to this Credit Agreement or the other Loan Documents shall be in
writing and shall be delivered in hand, mailed by United States first-class
mail, postage prepaid, or sent by telegraph, telecopy, telex or facsimile and
confirmed by delivery via courier or postal service, addressed as follows:

         (a) if to the Borrowers, at NationsRent, Inc., 450 East Las Olas
Boulevard, Suite 1400, Ft. Lauderdale, Florida 33301, Attention: Gene J. Ostrow,
Executive Vice President, telephone number (954) 760-6550, fax number (954)
760-6585;






                                      -98-
<PAGE>   107




         (b) if to the Administrative Agent or Fleet, at 100 Federal Street,
Boston, Massachusetts 02110, Attention: Timothy M. Laurion, Managing Director,
telephone number 617-434-9689, fax number 617-434-2160;

         (c) if to any Lender, at such Lender's address set forth on SCHEDULE 1;

or, in each case, such other address for notice as shall have last been
furnished in writing to the Person giving the notice.

         Any such notice or demand shall be deemed to have been duly given or
made and to have become effective (a) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile,
(b) if sent by registered or certified first-class mail, postage prepaid, five
(5) Business Days after the posting thereof, and (c) if sent by telex or cable,
at the time of the dispatch thereof, if in normal business hours in the country
of receipt, or otherwise at the opening of business on the following Business
Day.

         SS.21.  TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

         SS.21.1. SHARING OF INFORMATION WITH SECTION 20 SUBSIDIARY. Each
Borrower acknowledges that from time to time financial advisory, investment
banking and other services may be offered or provided to the Borrowers, in
connection with this Credit Agreement or otherwise, by a Section 20 Subsidiary.
Each Borrower hereby authorizes (a) such Section 20 Subsidiary to share with the
Administrative Agent and each Lender any information delivered to such Section
20 Subsidiary by such Borrower, and (b) the Administrative Agent and each Lender
to share with such Section 20 Subsidiary any information delivered to the
Administrative Agent or such Lender by the Borrowers pursuant to this Credit
Agreement, or in connection with the decision of such Lender to enter into this
Credit Agreement; it being understood, in each case, that any such Section 20
Subsidiary receiving such information shall be bound by the confidentiality
provisions of this Credit Agreement. Such authorization shall survive the
payment and satisfaction in full of all of the Obligations.

         SS.21.2. CONFIDENTIALITY. Each of the Lenders and the Administrative
Agent agrees, on behalf of itself and each of their affiliates, directors,
officers and employees, to use reasonable precautions to keep confidential, in
accordance with their customary procedures for handling confidential information
of the same nature and in accordance with safe and sound commercial lending
practices, any material non-public information supplied to it by the Borrowers
pursuant to this Credit Agreement unless such information is identified by such
Person as not being confidential at the time the same is delivered to the
Lenders or the Administrative Agent, PROVIDED THAT nothing herein shall limit
the disclosure of any such information (a) after such information shall have
become public other than through a violation of this ss.21, (b) to the extent
required by statute, rule, regulation or judicial process, (c) to counsel for
any of the Lenders or the Administrative Agent, (d) to bank examiners, the
National Association of Insurance Commissioners or any other regulatory






                                      -99-
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authority having jurisdiction over any Lender or the Administrative Agent, or to
auditors or accountants, (e) to the Administrative Agent, any Lender or any
Section 20 Subsidiary, (f) in connection with any litigation or other proceeding
to which any one or more of the Lenders, the Administrative Agent or any Section
20 Subsidiary is a party, or in connection with the enforcement of rights or
remedies hereunder or under any other Loan Document, (g) to a Subsidiary or
affiliate of such Lender or any fund that invest in loans and is managed by such
Lender, or (h) to any assignee or participant (or prospective assignee or
participant) so long as such assignee or participant agrees to be bound by the
provisions of this ss.21.

         SS.21.3. PRIOR NOTIFICATION. Unless prohibited by applicable law or
court order, each of the Lenders and the Administrative Agent shall, prior to
disclosure thereof, notify the Borrowers of any request for disclosure of any
such material non-public information by any governmental agency or
representative thereof (other than any such request in connection with an
examination of such Lender by such governmental agency) or pursuant to legal
process.

         SS.21.4. OTHER. In no event shall any Lender or the Administrative
Agent be obligated or required to return any materials furnished to it or any
Section 20 Subsidiary by the Borrowers. The obligations of each Lender under
this ss.21 shall supersede and replace the obligations of such Lender under any
confidentiality letter in respect of this financing signed and delivered by such
Lender to the Borrowers prior to the date hereof and shall be binding upon any
assignee of, or purchaser of any participation in, any interest in any of the
Loans or Reimbursement Obligations from any Lender.

         SS.22. MISCELLANEOUS. The rights and remedies herein expressed are
cumulative and not exclusive of any other rights which the Lenders or the
Administrative Agent would otherwise have. The captions in this Credit Agreement
are for convenience of reference only and shall not define or limit the
provisions hereof. This Credit Agreement and any amendment hereof may be
executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, but all of
which together shall constitute one instrument. In proving this Credit Agreement
it shall not be necessary to produce or account for more than one such
counterpart signed by the party against whom enforcement is sought.

         SS.23. ENTIRE AGREEMENT, ETC. The Loan Documents and any other
documents executed in connection herewith or therewith express the entire
understanding of the parties with respect to the transactions contemplated
hereby. Neither this Credit Agreement nor any term hereof may be changed,
waived, discharged or terminated, except as provided in ss.27. No waiver shall
extend to or affect any obligation not expressly waived or impair any right
consequent thereon. No course of dealing or omission on the part of the
Administrative Agent or any Lender in exercising any right shall operate as a
waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon
the Borrowers shall entitle the Borrowers to other or further notice or demand
in similar or other circumstances.






                                     -100-
<PAGE>   109




         SS.24. WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A JURY
TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS CREDIT AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE
OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, THE BORROWERS
HEREBY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO CLAIM OR RECOVER IN ANY
LITIGATION REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. EACH BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY LENDER, THE ADMINISTRATIVE AGENT OR ANY AGENT HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH LENDER, THE ADMINISTRATIVE AGENT OR SUCH AGENT
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(B) ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT, THE OTHER AGENTS AND THE LENDERS
HAVE BEEN INDUCED TO ENTER INTO THIS CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS BECAUSE OF, AMONG OTHER THINGS, THE BORROWERS' WAIVERS AND
CERTIFICATIONS CONTAINED HEREIN.

         SS.25. GOVERNING LAW; SUBMISSION TO JURISDICTION. THIS CREDIT AGREEMENT
AND EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS UNDER THE LAWS OF THE STATE
OF NEW YORK AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SS.5-1401,
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW
YORK. THE BORROWERS CONSENT AND AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO
THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH
SUIT BEING MADE UPON THE BORROWERS IN ACCORDANCE WITH LAW AT THE ADDRESS
SPECIFIED IN SS.20. THE BORROWERS HEREBY WAIVE ANY OBJECTION THAT THEY MAY NOW
OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH
SUIT IS BROUGHT IN AN INCONVENIENT COURT.

         SS.26. SEVERABILITY. The provisions of this Credit Agreement are
severable and if any one clause or provision hereoF shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Credit
Agreement in any jurisdiction.






                                     -101-
<PAGE>   110



         SS.27. CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval
required or permitted by this Credit Agreement to bE given by the Lenders may be
given, and any term of this Credit Agreement, the other Loan Documents or any
other instrument related hereto or mentioned herein may be amended, and the
performance or observance by the Borrowers of any terms of this Credit
Agreement, the other Loan Documents or such other instrument or the continuance
of any Default or Event of Default may be waived (either generally or in a
particular instance and either retroactively or prospectively) with, but only
with, the written consent of the Borrowers and the written consent of the
Majority Lenders, PROVIDED HOWEVER, that the Administrative Agent may, in its
reasonable discretion, release Collateral with an aggregate value of $500,000 or
less in any calendar year (in addition to Collateral released pursuant to
ss.8.4.2 and Collateral released by the Administrative Agent in connection with
a PermitteD Equipment Securitization under Section 12) provided that the
Administrative Agent shall promptly thereafter notify the Lenders regarding the
reasons for such release. Notwithstanding the foregoing, no amendment, waiver or
consent shall do any of the following unless in writing and signed by the
Borrowers and each of the Lenders adversely affected thereby: (a) increase the
Commitments of the Revolving Credit Lenders or the principal amount of the Term
Loan (other than pursuant to ss.2.2(c) or ss.4.1(B)) or subject any Lender to
any additional obligations, (b) reduce the principal of or the rate of interest
(including, without limitation, the default interest rate) of any Loan or any
payments thereon or reduce any fees or postpone the date for payment of fees
payable hereunder, or (c) waive or postpone the date for any mandatory
prepayment under ss.4.4; and FURTHER, no amendment, waiver or consent shall do
any of the following unless in writing and signed by ALL of the Lenders: (d)
postpone the Revolving Credit Maturity Date or Term Loan Maturity Date or any
date fixed for any payment in respect of principal or interest (including,
without limitation, the default interest rate) on the Notes; (e) change the
definition of "Majority Lenders"; "Loan Percentage" or the percentage of Lenders
which shall be required for the Lenders or any of them to take any action under
the Loan Documents; (f) amend ss.4.4, ss.5, ss.13.4, this ss.27, or ss.28; (g)
release any Collateral with an aggregate value exceeding $500,000 (in adDition
to Collateral released pursuant to ss.8.4.2 and Collateral released by the
Administrative Agent in connection with a PermitteD Equipment Securitization
under Section 12) in any calendar year or (h) release any Borrower from its
obligations hereunder; and FURTHER, no amendment, waiver or consent shall do any
of the following unless in writing and signed by the Administrative Agent: (i)
amend the amount of the Administrative Agent's fee; and FURTHER, no amendment,
waiver or consent shall do any of the following unless in writing and signed by
the Issuing Bank: (j) amend the amount of the Issuance Fees payable for the
Issuing Bank's account; and FURTHER, no amendment, waiver or consent shall do
any of the following unless in writing and signed by the Administrative Agent:
(k) amend ss.15; and further, no amendment, waiver or consent shall amend ss.2.8
or any other provisiOns relating to the Swing Line Loans unless in writing and
signed by Fleet or (l) without the written consent of all Revolving Credit
Lenders, change the definition of "Required Revolving Credit Lenders".

         No waiver shall extend to or affect any obligation not expressly waived
or impair any right consequent thereon. No course of dealing or delay or





                                     -102-
<PAGE>   111




omission on the part of the Administrative Agent or any Lender in exercising any
right shall operate as a waiver thereof or otherwise be prejudicial thereto. No
notice to or demand upon the Borrowers shall entitle the Borrowers to other or
further notice or demand in similar or other circumstances.

         SS.28.  PARI PASSU TREATMENT.

         (a) Subject to ss.13.4 and notwithstanding anything to the contrary set
forth herein, each payment or prepayment oF principal and interest received
after the occurrence of an Event of Default hereunder shall be distributed pari
passu among the Lenders, in accordance with the aggregate outstanding principal
amount of the Obligations owing to each Lender divided by the aggregate
outstanding principal amount of all Obligations.

         (b) Following the occurrence and during the continuance of any Event of
Default, each Lender agrees that if it shall, through the exercise of a right of
banker's lien, setoff or counterclaim against any Borrower (pursuant to ss.15 or
otherwise), including a secured claim under Section 506 of the Bankruptcy Code
or other security or interest arising from or in lieu of, such secured claim,
received by such Lender under any applicable bankruptcy, insolvency or other
similar law or otherwise, obtain payment (voluntary or involuntary) in respect
of the Loans, and other Obligations held by it as a result of which the unpaid
principal portion of the Loans and the Obligations held by it shall be
proportionately less than the unpaid principal portion of the Loans and
Obligations held by any other Lender, it shall be deemed to have simultaneously
purchased from such other Lender a participation in the Loans and Obligations
held by such other Lender, so that the aggregate unpaid principal amount of the
Loans, Obligations and participations in Loans and Obligations held by each
Lender shall be in the same proportion to the aggregate unpaid principal amount
of the Loans and Obligations then Outstanding as the principal amount of the
Loans and other Obligations held by it prior to such exercise of banker's lien,
setoff or counterclaim was to the principal amount of all Loans and other
Obligations outstanding prior to such exercise of banker's lien, setoff or
counterclaim; PROVIDED, however, that if any such purchase or purchases or
adjustments shall be made pursuant to this ss.28 and the payment giving rise
thereto shall thereafter bE recovered, such purchase or purchases or adjustments
shall be rescinded to the extent of such recovery and the purchase price or
prices or adjustments restored without interest.

         (c) Each Borrower expressly consents to the foregoing arrangements and
agrees that any Person holding such a participation in the Loans and the
Obligations deemed to have been so purchased may exercise any and all rights of
banker's lien, setoff or counterclaim with respect to any and all moneys owing
by such Borrower to such Person as fully as if such Person had made a Loan
directly to such Borrower in the amount of such participation.

         (d) Nothing contained in this ss.28 shall impair, as between the
Borrowers and any Lender, the obligation of thE Borrowers to pay such Lender all





                                     -103-
<PAGE>   112



amounts payable in respect of such Lender's Loans and other Obligations as and
when the same shall become due and payable in accordance with the terms thereof.

         SS.29.  TRANSITIONAL ARRANGEMENTS.

         SS.29.1. PRIOR CREDIT AGREEMENT SUPERSEDED. This Credit Agreement shall
supersede the Prior Credit Agreement in itS entirety, except as provided in this
ss.29. On the Closing Date, the rights and obligations of the parties under the
Prior CrediT Agreement which remain Lenders hereunder shall be subsumed within
and be governed by this Credit Agreement; PROVIDED, HOWEVER, that each of the
"Loans" (as defined in the Prior Credit Agreement) outstanding under the Prior
Credit Agreement on the Closing Date shall, for purposes of this Credit
Agreement, be included as Revolving Credit Loans (as defined herein), Swing Line
Loans (as defined herein) or the Term Loan (as defined herein), as applicable.

         SS.29.2. RETURN AND SUBSTITUTION OF NOTES. Except as otherwise agreed
to in writing by the Borrowers, as soon aS reasonably practicable after its
receipt of its Notes hereunder on the Closing Date, each of the Revolving Credit
Lenders party to the Prior Credit Agreement will promptly return to the Parent,
marked "Substituted", any superseded promissory notes of the Borrowers, and any
allonges thereto, held by such Lender pursuant to the Prior Credit Agreement.

         SS.29.3. REFERENCE TO AGENT. Each of the parties hereto agree that all
references to the "Agent" or "AdministrativE Agent" or "BankBoston, N.A." made
in any security documents, UCC-1 financing statements filed previously in
connection with the Prior Credit Agreement shall be amended and deemed to be
references to the "Administrative Agent".

         SS.29.4. INTEREST AND FEES UNDER SUPERSEDED AGREEMENT. All interest and
all commitment, facility and other fees anD expenses owing or accruing under or
in respect of the Prior Credit Agreement shall be calculated as of the Closing
Date (prorated in the case of any fractional periods) and shall be paid on the
dates and in accordance with the method specified in the Prior Credit Agreement,
as if the Prior Credit Agreement were still in effect to those Lenders who
remain Lenders hereunder, and shall be paid with respect to prior lenders who
are withdrawing as parties to this Credit Agreement.

                            [Signature Pages Follow]






                                     -104-
<PAGE>   113






         IN WITNESS WHEREOF, each of the undersigned have duly executed this
Credit Agreement as of the date first set forth above.

                                            THE BORROWERS:

                                            NATIONSRENT, INC.
                                            NATIONSRENT USA, INC.
                                            NATIONSRENT TRANSPORTATION
                                              SERVICES, INC.
                                            NR DELAWARE, INC.
                                            NRGP, INC.
                                            NATIONSRENT WEST, INC.
                                            LOGAN EQUIPMENT CORP.
                                            NR DEALER, INC.
                                            NR FRANCHISE COMPANY
                                            BDK EQUIPMENT COMPANY, INC.


                                            By: /s/ Thomas C. Richardson
                                               --------------------------------
                                            Name:  Thomas C. Richardson
                                            Title:  Vice President

                                            NATIONSRENT OF TEXAS, LP
                                            NATIONSRENT OF INDIANA, LP
                                            By: NRGP, Inc., general partner


                                            By: /s/ Thomas C. Richardson
                                               --------------------------------
                                            Name:  Thomas C. Richardson
                                            Title:  Vice President

                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]



                                     -105-
<PAGE>   114



                                  THE LENDERS:

                                  FLEET NATIONAL BANK (f/k/a BankBoston, N.A.),
                                    individually and as Administrative Agent


                                  By: /s/ Timothy M. Laurion
                                     ------------------------------------------
                                     Timothy M. Laurion, Managing Director


                                  BANKERS TRUST COMPANY,
                                    individually and as Syndication Agent

                                  By: /s/
                                      -----------------------------------------
                                      Name:
                                      Title:


                                  SCOTIABANC INC.
                                    individually and as Documentation Agent

                                  By: /s/
                                      -----------------------------------------
                                      Name:
                                      Title:


                                  ALLSTATE LIFE INSURANCE COMPANY

                                  By: /s/
                                      -----------------------------------------
                                      Name:
                                      Title:


                                  AIMCO CDO 2000-1

                                  By: /s/
                                      -----------------------------------------
                                      Name:
                                      Title:



                                     -106-
<PAGE>   115


                                  ARCHIMEDES FUNDING II, LTD.

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


                                  ARCHIMEDES FUNDING, III

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


                                  ARCHIMEDES FUNDING, L.L.C.

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


                                  ARES III CLO LTD

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


                                  ARES LEVERAGED INVESTMENT FUND II, L.P.

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



                                     -107-
<PAGE>   116


                                  ARES LEVERAGED INVESTMENT FUND, L.P.

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


                                  BANK AUSTRIA CREDITANSTALT


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


                                  BANK UNITED

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


                                  BAY VIEW FINANCIAL CORPORATION

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


                                  BRANT POINT CBO 1999-1, LTD

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



                                     -108-
<PAGE>   117


                                  CITICORP DEL-LEASE

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


                                  CREDIT LYONNAIS

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


                                  CYPRESSTREE INSTITUTIONAL FUND, LLC

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


                                  CYPRESSTREE INVESTMENT FUND, LLC

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


                                  CYPRESSTREE INVESTMENT PARTNER

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



                                     -109-
<PAGE>   118


                                  DIME COMMERCIAL CORP.

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


                                 EATON VANCE INSTITUTIONAL SENIOR LOAN FUND

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


                                  EATON VANCE SENIOR INCOME TRUST

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


                                  ERSTE BANK

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


                                  FIRST BANK TEXAS, N.A.

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



                                     -110-
<PAGE>   119


                                  FIRST ALLMERICA FINANCIAL

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


                                  BANK ONE, NA

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


                                  FIRSTTRUST BANK

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


                                  FIRST DOMINION FUNDING I

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


                                  FIRST DOMINION FUNDING III

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



                                     -111-
<PAGE>   120


                                  FIRST SOURCE FINANCIAL LLP
                                  By:  First Source Financial, Inc.,
                                         its Agent/Manager

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


                                  FIRST UNION NATIONAL BANK

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


                                  FRANKLIN FLOATING RATE TRUST

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


                                  FRANKLIN CLO I LIMITED

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


                                  GE CAPITAL CORPORATION

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


                                  GMAC COMMERCIAL CREDIT LLC

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





                                     -112-
<PAGE>   121



                                  GREAT POINT CLO 1999-1 LTD

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


                                  HAMILTON BANK

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


                                  HUNTINGTON NATIONAL BANK

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


                                  INDOSUEZ CAPITAL FUNDING IIA

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


                                  INDOSUEZ CAPITAL FUNDING III

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


                                  INDOSUEZ CAPITAL FUNDING IVA

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





                                     -113-
<PAGE>   122




                                  KZH CYPRESSTREE-1, LLC

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


                                  LASALLE BANK NATIONAL ASSOCIATION

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


                                  LONGHORN CDO (CAYMAN) LTD.

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


                                  MERRILL LYNCH SENIOR FLOATING RATE
                                    FUND II, INC.

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


                                  MERRILL LYNCH SENIOR FLOATING RATE FUND INC.

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



                                     -114-
<PAGE>   123


                                  MONY LIFE INSURANCE COMPANY

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


                                  MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST

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


                                  BANK OF AMERICA, N.A.

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


                                  NORTH AMERICA SENIOR FLOATING RATE FUND
                                  By: CypressTree Investment Management
                                        Company, Inc., As Portfolio Manager

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


                                  NUVEEN SENIOR INCOME FUND

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


                                  PARIBAS CAPITAL

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



                                     -115-
<PAGE>   124


                                  SENIOR DEBT PORTFOLIO

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


                                  SEQUILS-ING CLO-1 (HBDGM), LTD.
                                  By: ING CAPITAL ADVISORS LLC,
                                       As Collateral Manager and Authorized
                                       Signatory

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


                                  SIMSBURY CLO, LIMITED
                                  By: David L. Babson & Company, Inc. under
                                      delegation authority from Massachusetts
                                      Mutual Life Insurance Company as
                                      Collateral Manager

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


                                  STEIN ROE FARNHAM CLO I, LTD

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


                                  SUN TRUST BANK

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



                                     -116-
<PAGE>   125


                                  SWISS LIFE US RAINBOW LIMITED
                                  By:  ING CAPITAL ADVISORS LLC,
                                        As Investment Advisor

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


                                  FIFTH THIRD BANK, CENTRAL OHIO

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


                                  THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

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


                                  TORONTO DOMINION (NEW YORK) INC.

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


                                  UNION PLANTERS BANK

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



                                     -117-
<PAGE>   126



                                  UNION BANK OF CALIFORNIA, N.A.

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


                                  VAN KAMPEN PRIME RATE INTEREST TRUST

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


                                  VAN KAMPEN SENIOR INCOME TRUST

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



                                     -118-
<PAGE>   127


                                  APPALOOSA

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


                                  BANK OF MONTREAL

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


                                  FLAGSHIP CLO

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


                                  FLEET BANK, N.A.

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



                                     -119-
<PAGE>   128


                                  FLEET NATIONAL BANK

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


                                  JP MORGAN

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


                                  NATIONAL CITY

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


                                  TRUST COMPANY OF THE WEST

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


                                  CITIZENS BANK OF MASSACHUSETTS

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


                                  BNP PARIBAS

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



                                     -120-
<PAGE>   129


                                  SRF TRADING, INC.

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


                                  FRANKLIN FLOATING RATE MASTER SERIES

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










                                     -121-