<PAGE>   1
                                                                    EXHIBIT 10.1

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                                CREDIT AGREEMENT

                                     among

                         SUIZA FLUID DAIRY GROUP, L.P.

                                      and

                          SOUTHERN FOODS GROUP, L.P.,
                                 as Borrowers,



                  CERTAIN OF THE DOMESTIC SUBSIDIARIES OF THE
               PARENT BORROWER FROM TIME TO TIME PARTIES HERETO,
                                 as Guarantors,



                          THE LENDERS PARTIES HERETO,





                           FIRST UNION NATIONAL BANK,
                            as Administrative Agent,

                                 BANK ONE, NA,
                              as Syndication Agent

                                      and

                             BANK OF AMERICA, N.A.

                                      and

                              FLEET NATIONAL BANK,
                           as Co-Documentation Agents

                          Dated as of January 4, 2000


                          FIRST UNION SECURITIES, INC.

                                      and

                        BANK ONE CAPITAL MARKETS, INC.,
                               as Co-Book Runners
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<PAGE>   2



                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE I  DEFINITIONS............................................................................................1
         Section 1.1    Defined Terms.............................................................................1
         Section 1.2    Other Definitional Provisions............................................................27
         Section 1.3    Accounting Terms.........................................................................27

ARTICLE II  THE LOANS; AMOUNT AND TERMS..........................................................................28
         Section 2.1    Revolving Loans..........................................................................28
         Section 2.2    SFG Revolving Loans Subfacility..........................................................29
         Section 2.3    Term A Loan..............................................................................31
         Section 2.4    SFG Term Loan............................................................................32
         Section 2.5    Swingline Loan Subfacility...............................................................33
         Section 2.6    Letter of Credit Subfacility.............................................................34
         Section 2.7    Fees.....................................................................................38
         Section 2.8    Reduction or Increase of the Revolving Commitments.......................................39
         Section 2.9    Prepayments..............................................................................40
         Section 2.10   Minimum Borrowing Amounts and Principal Amounts of Tranches..............................42
         Section 2.11   Interest; Interest Payment Dates.........................................................43
         Section 2.12   Conversion Options.......................................................................43
         Section 2.13   Computation of Interest and Fees.........................................................44
         Section 2.14   Pro Rata Treatment and Payments..........................................................45
         Section 2.15   Non-Receipt of Funds by the Administrative Agent.........................................46
         Section 2.16   Inability to Determine Interest Rate.....................................................47
         Section 2.17   Illegality...............................................................................47
         Section 2.18   Requirements of Law......................................................................48
         Section 2.19   Indemnity................................................................................49
         Section 2.20   Taxes....................................................................................49
         Section 2.21   Indemnification; Nature of Issuing Lender's Duties.......................................51
         Section 2.22   Joint and Several Liability of the Borrowers.............................................53
         Section 2.23   Defaulting Lenders; Limitation on Claims.................................................55
         Section 2.24   Replacement of Lenders...................................................................56

ARTICLE III  REPRESENTATIONS AND WARRANTIES......................................................................56
         Section 3.1    Financial Condition......................................................................57
         Section 3.2    No Change................................................................................57
         Section 3.3    Corporate Existence; Compliance with Law.................................................57
         Section 3.4    Corporate Power; Authorization; Enforceable Obligations..................................57
         Section 3.5    No Legal Bar; No Default.................................................................58
         Section 3.6    No Material Litigation...................................................................58
         Section 3.7    Government Acts..........................................................................58
         Section 3.8    Margin Regulations.......................................................................59
         Section 3.9    ERISA....................................................................................59
         Section 3.10   Environmental Matters....................................................................59
         Section 3.11   Purpose of Loans.........................................................................60
         Section 3.12   Subsidiaries.............................................................................60
         Section 3.13   Ownership................................................................................61
         Section 3.14   Indebtedness.............................................................................61
         Section 3.15   Taxes....................................................................................61
         Section 3.16   Intellectual Property....................................................................61
         Section 3.17   Solvency.................................................................................62
         Section 3.18   Investments..............................................................................62
         Section 3.19   Location of Chief Executive Office.......................................................62
         Section 3.20   No Burdensome Restrictions...............................................................62
         Section 3.21   Brokers' Fees............................................................................62
</TABLE>


                                       i
<PAGE>   3


<TABLE>
<S>                                                                                                             <C>
         Section 3.22   Labor Matters............................................................................62
         Section 3.23   Accuracy and Completeness of Information.................................................62
         Section 3.24   Year 2000 Issue..........................................................................63
         Section 3.25   Interest Rate Protection.................................................................63

ARTICLE IV  CONDITIONS PRECEDENT.................................................................................63
         Section 4.1    Conditions to Closing Date and Initial Revolving Loans, SFG Revolving Loans and Term
                        Loans....................................................................................63
         Section 4.2    Conditions to All Extensions of Credit...................................................67

ARTICLE V  AFFIRMATIVE COVENANTS.................................................................................69
         Section 5.1    Financial Statements.....................................................................69
         Section 5.2    Certificates; Other Information..........................................................71
         Section 5.3    Payment of Obligations...................................................................72
         Section 5.4    Conduct of Business and Maintenance of Existence.........................................72
         Section 5.5    Maintenance of Property; Insurance.......................................................72
         Section 5.6    Inspection of Property; Books and Records; Discussions...................................73
         Section 5.7    Notices..................................................................................73
         Section 5.8    Environmental Laws.......................................................................75
         Section 5.9    Financial Covenants......................................................................76
         Section 5.10   Obligations Regarding Subsidiaries; Additional Subsidiary Guarantors.....................77
         Section 5.11   Compliance with Law......................................................................77
         Section 5.12   Pledged Assets...........................................................................77
         Section 5.13   Additional Credit Parties................................................................78
         Section 5.14   Year 2000 Compliance.....................................................................78
         Section 5.15   Joinder of Subsidiary Borrower...........................................................79

ARTICLE VI  NEGATIVE COVENANTS...................................................................................79
         Section 6.1    Indebtedness.............................................................................80
         Section 6.2    Liens....................................................................................81
         Section 6.3    Nature of Business.......................................................................81
         Section 6.4    Consolidation, Merger, Sale or Purchase of Assets, etc...................................81
         Section 6.5    Advances, Investments and Loans..........................................................82
         Section 6.6    Transactions with Affiliates.............................................................82
         Section 6.7    Ownership of Subsidiaries; Restrictions..................................................83
         Section 6.8    Fiscal Year; Organizational Documents; Material Contracts................................83
         Section 6.9    Limitation on Actions....................................................................83
         Section 6.10   Restricted Payments......................................................................85
         Section 6.11   Prepayments of Indebtedness, etc.........................................................85
         Section 6.12   Sale Leasebacks..........................................................................86
         Section 6.13   Use of Proceeds..........................................................................86
         Section 6.14   Designated Senior Indebtedness...........................................................86

ARTICLE VII  EVENTS OF DEFAULT...................................................................................86
         Section 7.1    Events of Default........................................................................86
         Section 7.2    Acceleration; Remedies...................................................................89

ARTICLE VIII  THE AGENT..........................................................................................90
         Section 8.1    Appointment..............................................................................90
         Section 8.2    Delegation of Duties.....................................................................90
         Section 8.3    Exculpatory Provisions...................................................................90
         Section 8.4    Reliance by Administrative Agent.........................................................91
         Section 8.5    Notice of Default........................................................................91
         Section 8.6    Non-Reliance on Administrative Agent and Other Lenders...................................91
         Section 8.7    Indemnification..........................................................................92
         Section 8.8    Administrative Agent in Its Individual Capacity..........................................92
         Section 8.9    Successor Administrative Agent...........................................................93
</TABLE>


                                      ii

<PAGE>   4

<TABLE>
<S>                                                                                                             <C>
ARTICLE IX  MISCELLANEOUS........................................................................................93
         Section 9.1    Amendments, Waivers and Release of Collateral............................................93
         Section 9.2    Notices..................................................................................95
         Section 9.3    No Waiver; Cumulative Remedies...........................................................96
         Section 9.4    Survival of Representations and Warranties...............................................96
         Section 9.5    Payment of Expenses and Taxes............................................................96
         Section 9.6    Successors and Assigns; Participations; Purchasing Lenders...............................97
         Section 9.7    Adjustments; Set-off....................................................................100
         Section 9.8    Table of Contents and Section Headings..................................................101
         Section 9.9    Counterparts............................................................................101
         Section 9.10   Effectiveness; Designation as Senior Indebtedness.......................................101
         Section 9.11   Severability............................................................................101
         Section 9.12   Integration.............................................................................102
         Section 9.13   Governing Law...........................................................................102
         Section 9.14   Consent to Jurisdiction and Service of Process..........................................102
         Section 9.15   Confidentiality.........................................................................102
         Section 9.16   Acknowledgments.........................................................................103
         Section 9.17   Waivers of Jury Trial and Punitive Damages..............................................103
         Section 9.18   Refinancing of Existing Subsidiary Borrower Debt........................................104

ARTICLE X  GUARANTY.............................................................................................104
         Section 10.1   The Guaranty............................................................................104
         Section 10.2   Bankruptcy..............................................................................105
         Section 10.3   Nature of Liability.....................................................................105
         Section 10.4   Independent Obligation..................................................................105
         Section 10.5   Authorization...........................................................................106
         Section 10.6   Reliance................................................................................106
         Section 10.7   Waiver..................................................................................106
         Section 10.8   Limitation on Enforcement...............................................................107
         Section 10.9   Confirmation of Payment.................................................................107
         Section 10.10  Limitations on Guaranty.................................................................108
</TABLE>


                                      iii
<PAGE>   5



SCHEDULES
---------

Schedule 1.1(a)                     Account Designation Letter
Schedule 1.1(b)                     Investments
Schedule 1.1(c)                     Liens
Schedule 2.1(a)                     Lenders and Commitments
Schedule 2.1(b)(i)                  Form of Notice of Borrowing
Schedule 2.1(d)                     Form of Revolving Note
Schedule 2.2(d)                     Form of SFG Revolving Note
Schedule 2.3(c)                     Form of Term A Note
Schedule 2.4(c)                     Form of SFG Term Note
Schedule 2.5(d)                     Form of Swingline Note
Schedule 2.12                       Form of Notice of Conversion/Extension
Schedule 2.20                       Section 2.20 Certificate
Schedule 3.6                        Litigation
Schedule 3.12                       Subsidiaries
Schedule 3.16                       Intellectual Property
Schedule 3.19                       Chief Executive Offices
Schedule 3.22                       Labor Matters
Schedule 4.1(b)                     Form of Secretary's Certificate
Schedule 4.1(h)                     Form of Solvency Certificate
Schedule 5.10                       Form of Joinder Agreement
Schedule 6.1(b)                     Indebtedness
Schedule 9.2                        Lenders' Lending Offices
Schedule 9.6(c)                     Form of Commitment Transfer Supplement


                                      iv

<PAGE>   6


         CREDIT AGREEMENT, dated as of January 4, 2000, among SUIZA FLUID DAIRY
GROUP, L.P., a Delaware limited partnership (the "Parent Borrower"), SOUTHERN
FOODS GROUP, L.P., a Delaware limited partnership (the "Subsidiary Borrower";
together with the Parent Borrower, the "Borrowers"), those Domestic
Subsidiaries of the Parent Borrower identified as a "Guarantor" on the
signature pages hereto and such other Domestic Subsidiaries of the Parent
Borrower as may from time to time become a party hereto (collectively, the
"Guarantors"), the several banks and other financial institutions as may from
time to time become parties to this Agreement (collectively, the "Lenders"; and
individually, a "Lender"), FIRST UNION NATIONAL BANK, a national banking
association, as administrative agent for the Lenders hereunder (in such
capacity, the "Administrative Agent" or the "Agent"), BANK ONE, NA, a national
banking association, as syndication agent for the Lenders hereunder (in such
capacity the "Syndication Agent") and BANK OF AMERICA, N.A., a national banking
association, and FLEET NATIONAL BANK, a national banking association, as
co-documentation agents for the Lenders hereunder.


                              W I T N E S S E T H:


         WHEREAS, the Borrowers have requested that the Lenders make loans and
other financial accommodations to the Borrowers as more particularly described
herein;

         WHEREAS, the Lenders have agreed to make such loans and other
financial accommodations to the Borrowers on the terms and conditions contained
herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree as follows:


                                   ARTICLE I

                                  DEFINITIONS

         SECTION 1.1       DEFINED TERMS.

         As used in this Agreement, terms defined in the preamble to this
Agreement have the meanings therein indicated, and the following terms have the
following meanings:

         "Account Designation Letter" shall mean the Notice of Account
Designation Letter dated the Closing Date from the Parent Borrower to the
Administrative Agent substantially in the form attached hereto as Schedule
1.1(a).

         "Additional Credit Party" shall mean each Person that becomes a
Guarantor by execution of a Joinder Agreement in accordance with Section 5.10.


<PAGE>   7

         "Additional Lender" has the meaning set forth in Section 2.8.

         "Administrative Agent" shall have the meaning set forth in the first
paragraph of this Agreement and any successors in such capacity.

         "Affiliate" shall mean as to any Person, any Person that directly or
indirectly controls, or is under common control with, or is controlled by, such
Person and, if such Person is an individual, any member of the immediate family
(including parents, spouse, children and siblings) of such individual and any
trust whose principal beneficiary is such individual or one or more members of
such immediate family and any Person who is controlled by any such member or
trust. As used in this definition, "control" (including, with its correlative
meanings, "controlled by" and "under common control with") shall mean
possession, directly or indirectly, of power to direct or cause the direction
of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise); provided
that, in any event, any Person that owns directly or indirectly securities
having 10% or more of the voting power for the election of directors or other
governing body of a corporation or 10% or more of the partnership or other
ownership interests of any other Person (other than as a limited partner of
such other Person) will be deemed to control such corporation or other Person.
Notwithstanding the foregoing, (a) no individual shall be an Affiliate solely
by reason of his or her being a director, officer or employee of the Parent
Borrower or any of its Subsidiaries, and (b) none of the Restricted
Subsidiaries of the Parent Borrower shall be considered Affiliates. For
purposes hereof, all Unrestricted Subsidiaries shall be considered Affiliates.

         "Agents" shall mean a collective reference to the Administrative Agent
and the Syndication Agent.

         "Agreement" shall mean this Credit Agreement, as amended, modified or
supplemented from time to time in accordance with its terms.

         "Alternate Base Rate" shall mean, for any day, a rate per annum equal
to the greater of (a) the Prime Rate in effect on such day and (b) the Federal
Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof:
"Prime Rate" shall mean, at any time, the rate of interest per annum publicly
announced from time to time by First Union at its principal office in
Charlotte, North Carolina as its prime rate. Each change in the Prime Rate
shall be effective as of the opening of business on the day such change in the
Prime Rate occurs. The parties hereto acknowledge that the rate announced
publicly by First Union as its Prime Rate is an index or base rate and shall
not necessarily be its lowest or best rate charged to its customers or other
banks; and "Federal Funds Effective Rate" shall mean, for any day, the weighted
average of the rates on overnight federal funds transactions with members of
the Federal Reserve System arranged by federal funds brokers, as published on
the next succeeding Business Day by the Federal Reserve Bank of New York, or,
if such rate is not so published on the next succeeding Business Day, the
average of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it. If for any reason the Administrative Agent shall have
determined (which determination shall be conclusive in the absence of manifest
error) that it is unable to ascertain the Federal Funds Effective Rate, for any
reason, including the inability or failure of the Administrative Agent to


                                       2
<PAGE>   8

obtain sufficient quotations in accordance with the terms thereof, the
Alternate Base Rate shall be determined without regard to clause (b) of the
first sentence of this definition, as appropriate, until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective on the opening of business on the date of such change.

         "Alternate Base Rate Loans" shall mean Loans that bear interest at an
interest rate based on the Alternate Base Rate.

         "Applicable Percentage" shall mean, for any day, the rate per annum
set forth below opposite the applicable Level then in effect, it being
understood that the Applicable Percentage for (i) Revolving Loans, SFG
Revolving Loans and Term Loans which are Alternate Base Rate Loans shall be the
percentage set forth under the column "Alternate Base Rate Margin for Revolving
Loans, SFG Revolving Loans and Term Loans", (ii) Revolving Loans, SFG Revolving
Loans and Term Loans which are LIBOR Rate Loans shall be the percentage set
forth under the column "LIBOR Rate Margin for Revolving Loans, SFG Revolving
Loans and Term Loans", (iii) the Letter of Credit Fees shall be the percentage
set forth under the column "Letter of Credit Fees" and (iv) the Commitment Fee
shall be the percentage set forth under the column "Commitment Fee":


<TABLE>
<CAPTION>

                                        Alternate
                                        Base Rate           LIBOR Rate
                                        Margin for          Margin for
                                     Revolving Loans,    Revolving Loans,
                                      SFG Revolving       SFG Revolving
                     Leverage         Loans and Term      Loans and Term        Letter of           Commitment
      Level           Ratio               Loans               Loans            Credit Fees              Fee
      -----          --------        ----------------    ---------------       -----------          ----------
<S>             <C>                  <C>                 <C>                   <C>                  <C>
        I         => 3.75 to 1.0          1.25%               2.25%               2.25%                0.50%

       II       < 3.75 to 1.0 but         1.00%               2.00%               2.00%                0.50%
                  => 3.25 to 1.0

       III      < 3.25 to 1.0 but         0.75%               1.75%               1.75%                0.50%
                  => 2.75 to 1.0

       IV       < 2.75 to 1.0 but         0.50%               1.50%               1.50%               0.375%
                  => 2.25 to 1.0

        V         < 2.25 to 1.0           0.25%               1.25%               1.25%                0.25%
</TABLE>


         The Applicable Percentage shall, in each case, be determined and
adjusted quarterly on the date (each an "Interest Determination Date") three
(3) Business Days after the earlier of the


                                       3
<PAGE>   9

date on which the Parent Borrower provides or is required to provide to the
Administrative Agent the quarterly financial information and certifications in
accordance with the provisions of Sections 5.1(b) and 5.2(c). Such Applicable
Percentage shall be effective from such Interest Determination Date until the
next such Interest Determination Date. The initial Applicable Percentages shall
be based on Level [II] until the first Interest Determination Date occurring
after the Closing Date. After the Closing Date, if the Parent Borrower shall
fail to provide the quarterly financial information and certifications in
accordance with the provisions of Sections 5.1(b) and 5.2(c), the Applicable
Percentage from such Interest Determination Date shall, on the date five (5)
Business Days after the date by which the Parent Borrower was so required to
provide such financial information and certifications to the Administrative
Agent and the Lenders, be based on Level I until such time as such information
and certifications are provided, whereupon the Level shall be determined by the
then current Leverage Ratio.

         "Asset Disposition" shall mean the disposition of any or all of the
assets (including, without limitation, the Capital Stock of a Restricted
Subsidiary or any ownership interest in a joint venture) of the Parent Borrower
or any Restricted Subsidiary whether by sale, lease, transfer or otherwise. The
term "Asset Disposition" shall not include (i) Excluded Dispositions, (ii) the
sale, lease or transfer of assets permitted by Section 6.4(c)(iii) hereof,
(iii) any Equity Issuance, (iv) an Asset Disposition that constitutes a
Recovery Event or (v) any sale, transfer or other disposition of Transferred
Assets pursuant to a Permitted Receivables Financing.

         "Attributed Principal Amount" means, on any day, with respect to any
Permitted Receivables Financing entered into by any Credit Party, the aggregate
amount (with respect to any such transaction, the "Invested Amount") paid to,
or borrowed by, such Person as of such date under such Permitted Receivables
Financing, minus the aggregate amount received by the applicable Receivables
Financier and applied to the reduction of the Invested Amount under such
Permitted Receivables Financing.

         "Bankruptcy Code" shall mean the Bankruptcy Code in Title 11 of the
United States Code, as amended, modified, succeeded or replaced from time to
time.

         "Borrowers" shall have the meaning set forth in the first paragraph of
this Agreement.

         "Borrowing Date" shall mean, in respect of any Loan, the date such
Loan is made.

         "Business" shall have the meaning set forth in Section 3.10.

         "Business Day" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in Charlotte, North Carolina or New York, New
York are authorized or required by law to close; provided, however, that when
used in connection with a rate determination, borrowing or payment in respect
of a LIBOR Rate Loan, the term "Business Day" shall also exclude any day on
which banks in London, England are not open for dealings in Dollar deposits in
the London interbank market.


                                       4
<PAGE>   10

         "Capital Lease" shall mean any lease of property, real or personal,
the obligations with respect to which are required to be capitalized on a
balance sheet of the lessee in accordance with GAAP.

         "Capital Lease Obligations" shall mean the capitalized lease
obligations relating to a Capital Lease determined in accordance with GAAP.

         "Capital Stock" shall mean (i) in the case of a corporation, capital
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of capital stock, (iii) in the case of a partnership, partnership
interests (whether general or limited), (iv) in the case of a limited liability
company, membership interests and (v) any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

         "Cash Equivalents" shall mean (i) securities issued directly or fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve months from the date of acquisition ("Government Obligations"),
(ii) U.S. dollar denominated (or foreign currency fully hedged) time deposits,
certificates of deposit, Eurodollar time deposits and Eurodollar certificates
of deposit of (y) any domestic commercial bank of recognized standing having
capital and surplus in excess of $250,000,000 or (z) any bank whose short-term
commercial paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof (any such bank being an
"Approved Bank"), in each case with maturities of not more than one year from
the date of acquisition, (iii) commercial paper and variable or fixed rate
notes issued by any Approved Bank (or by the parent company thereof) or any
commercial paper or variable rate notes issued by, or guaranteed by any
domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or
P-1 (or the equivalent thereof) or better by Moody's and maturing within nine
months of the date of acquisition, (iv) repurchase agreements with a bank or
trust company (including a Lender) or a recognized securities dealer having
capital and surplus in excess of $500,000,000 for direct obligations issued by
or fully guaranteed by the United States of America, (v) obligations of any
state of the United States or any political subdivision thereof rated A-1 (or
the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody's having maturities of not more than one year, and (vi) auction
preferred stock rated in the highest short-term credit rating category by S&P
or Moody's.

         "Change of Control" shall mean (a) Suiza shall fail to own a majority
of the Capital Stock and a majority of the Voting Stock of the Parent Borrower,
(b) any Person or two or more Persons acting in concert (other than Suiza or
Dairy Farmers of America, Inc. or any of their Affiliates) shall have acquired
"beneficial ownership," directly or indirectly, of, or shall have acquired by
contract or otherwise, or shall have entered into a contract or arrangement
that, upon consummation, will result in its or their acquisition of, control
over, Voting Stock of the Parent Borrower (or other securities convertible into
such Voting Stock) representing 20% or more of the combined voting power of all
Voting Stock of the Parent Borrower, (c) during any period of up to 25
consecutive months, commencing after the Closing Date, individuals who at the
beginning of such 25 month period were directors of the Parent Borrower
(together with any new director whose election by the Parent


                                       5
<PAGE>   11

Borrower's Board of Directors or whose nomination for election by the Parent
Borrower's shareholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the directors of the
Parent Borrower then in office or (d) the Parent Borrower shall fail to own a
majority of the Capital Stock and a majority of the Voting Stock of the
Subsidiary Borrower. As used herein, "beneficial ownership" shall have the
meaning provided in Rule 13d-3 of the Securities and Exchange Commission under
the Securities Act of 1934.

         "Closing Date" shall mean the date of this Agreement.

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Collateral" shall mean a collective reference to the collateral which
is identified in, and at any time will be covered by, the Security Documents.

         "Commitment" shall mean the Revolving Commitment, the LOC Commitment,
the Swingline Commitment and the Term Loan Commitment, individually or
collectively, as appropriate.

         "Commitment Fee" shall have the meaning set forth in Section 2.7(a).

         "Commitment Percentage" shall mean the Revolving Commitment
Percentage, the LOC Commitment Percentage and/or the Term Loan Commitment
Percentage, as appropriate.

         "Commitment Period" shall mean the period from and including the
Closing Date to but not including the Maturity Date.

         "Commitment Transfer Supplement" shall mean a Commitment Transfer
Supplement, substantially in the form of Schedule 9.6(c).

         "Commonly Controlled Entity" shall mean an entity, whether or not
incorporated, which is under common control with any Borrower within the
meaning of Section 4001 of ERISA or is part of a group which includes either
Borrower and which is treated as a single employer under Section 414 of the
Code.

         "Consolidated EBITDA" means, for any period, the sum of (i)
Consolidated Net Income for such period, plus (ii) an amount which, in the
determination of Consolidated Net Income for such period, has been deducted for
(A) Consolidated Interest Expense, (B) total federal, state, local and foreign
income, value added and similar taxes, (C) depreciation, amortization expense
and other non-cash charges, (D) pro forma cost savings add-backs resulting from
non-recurring charges related to acquisitions permitted pursuant to Regulation
S-X of the Securities Exchange Act of 1934 or as approved by the Agents, and
(E) other adjustments to Consolidated EBITDA reasonably acceptable to the
Agents. Except as otherwise provided herein, the applicable period shall be for
the four consecutive quarters ending as of the date of computation.

         "Consolidated Interest Expense" means, for any period, all interest
expense of the Parent Borrower and its Restricted Subsidiaries, including the
interest component under Capital Leases, the interest expense associated with
the Senior Subordinated Notes and the implied interest component under
Permitted Receivables Financings, plus net amounts payable (or minus net
amounts receivable) under Hedging Agreements, minus interest income for such
period, in each case as determined in accordance with GAAP. Except as otherwise
provided herein, the applicable period shall be for the four consecutive
quarters ending as of the date of computation.


                                       6
<PAGE>   12

         "Consolidated Net Income" means, for any period, net income (excluding
extraordinary items) after taxes for such period of the Parent Borrower and its
Restricted Subsidiaries on a consolidated basis, as determined in accordance
with GAAP, including net income attributable to Permitted Acquisitions (other
than acquisitions of Unrestricted Subsidiaries) after giving effect to such
Permitted Acquisitions on a Pro Forma Basis. Except as otherwise provided
herein, the applicable period shall be for the four consecutive quarters ending
as of the date of computation.

         "Consolidated Net Worth" shall mean, as at any date, the sum for the
Borrower and its Subsidiaries (including minority interests in any Person owned
by the Borrower or any of its Subsidiaries), determined on a consolidated basis
without duplication in accordance with GAAP, of (a) the amount of Capital Stock
plus (b) the amount of additional paid in capital plus (c) the amount of
retained earnings (or, in the case of any retained earnings deficit, minus the
amount of such deficit).

         "Contractual Obligation" shall mean, as to any Person, any provision
of any security issued by such Person or of any agreement, instrument or
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Credit Documents" shall mean this Agreement, each of the Notes, any
Joinder Agreement, the Letters of Credit, the LOC Documents and the Security
Documents.

         "Credit Party" shall mean any of the Borrowers or the Guarantors.

         "Credit Party Obligations" shall mean, without duplication, (i) all of
the obligations of the Credit Parties to the Lenders (including the Issuing
Lender) and the Administrative Agent, whenever arising, under this Agreement,
the Notes or any of the other Credit Documents (including, but not limited to,
any interest accruing after the occurrence of a filing of a petition of
bankruptcy under the Bankruptcy Code with respect to any Credit Party,
regardless of whether such interest is an allowed claim under the Bankruptcy
Code) and (ii) all liabilities and obligations, whenever arising, owing from
the Parent Borrower or any of its Restricted Subsidiaries to any Lender, or any
Affiliate of a Lender, arising under any Hedging Agreement.

         "Default" shall mean any of the events specified in Section 7.1,
whether or not any requirement for the giving of notice or the lapse of time,
or both, or any other condition, has been satisfied.

         "Defaulting Lender" shall mean, at any time, any Lender that, at such
time (a) has failed to make a Loan required pursuant to the terms of this
Credit Agreement, including the funding of


                                       7
<PAGE>   13

a Participation Interest in accordance with the terms hereof, (b) has failed to
pay to the Administrative Agent or any other Lender an amount owed by such
Lender pursuant to the terms of this Credit Agreement, or (c) has been deemed
insolvent by its principal regulator or has become subject to a bankruptcy or
insolvency proceeding or to a receiver, trustee or similar official.

         "Dollars" and "$" shall mean dollars in lawful currency of the United
States of America.

         "Domestic Lending Office" shall mean, initially, the office of each
Lender designated as such Lender's Domestic Lending Office shown on Schedule
9.2; and thereafter, such other office of such Lender as such Lender may from
time to time specify to the Administrative Agent and the Parent Borrower as the
office of such Lender at which Alternate Base Rate Loans of such Lender are to
be made.

         "Domestic Subsidiary" shall mean any Subsidiary that is organized and
existing under the laws of the United States or any state or commonwealth
thereof or under the laws of the District of Columbia.

         "Environmental Claim" shall mean, with respect to any Person, any
written notice, claim, demand or other communication (collectively, a "claim")
by any other Person alleging or asserting such Person's liability for
investigatory costs, cleanup costs, governmental response costs, damages to
natural resources or other Property, personal injuries, fines or penalties
arising out of, based on or resulting from (a) the presence, or release into
the environment, of any Hazardous Material at any location, whether or not
owned by such Person, or (b) circumstances forming the basis of any violation,
or alleged violation, of any Environmental Law. The term "Environmental Claim"
shall include, without limitation, any claim by any Governmental Authority for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and any claim by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the presence of Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the environment.

         "Environmental Laws" shall mean any and all applicable foreign,
Federal, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other
Requirement of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health or the
environment, as now or may at any time be in effect during the term of this
Agreement.

         "Equity Issuance" shall mean any issuance by the Parent Borrower or
any of its Restricted Subsidiaries to any Person which is not a Credit Party of
(a) shares of its Capital Stock, (b) any shares of its Capital Stock pursuant
to the exercise of options or warrants or (c) any shares of its Capital Stock
pursuant to the conversion of any debt securities to equity.

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


                                       8
<PAGE>   14

         "ERISA Affiliate" shall mean any corporation or trade or business that
is a member of any group of organizations (i) described in Section 414(b) or
(c) of the Code of which any Credit Party or any of its Subsidiaries is a
member, (ii) solely for purposes of potential liability under Section
302(c)(11) of ERISA and Section 4l2(c)(l1) of the Code and the lien created
under Section 302(f) of ERISA and Section 412(n) of the Code, described in
Section 414(m) or (o) of the Code of which any Credit Party or any of its
Subsidiaries is a member and (iii) which are under common control with any
Credit Party or any of its Subsidiaries within the meaning of Section
4001(a)(14) of ERISA.

         "Eurodollar Reserve Percentage" shall mean for any day, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%) which is in effect for such day as prescribed by the Federal
Reserve Board (or any successor) for determining the maximum reserve
requirement (including without limitation any basic, supplemental or emergency
reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of
such Board as in effect from time to time, or any similar category of
liabilities for a member bank of the Federal Reserve System in New York City.

         "Event of Default" shall mean any of the events specified in Section
7.1; provided, however, that any requirement for the giving of notice or the
lapse of time, or both, or any other condition, has been satisfied.

         "Excluded Disposition" shall mean the sale, transfer, or other
disposition of (a) any motor vehicles or other equipment no longer used or
useful in the business of the Parent Borrower or any of its Restricted
Subsidiaries, (b) any inventory, materials and other assets in the ordinary
course of business and on ordinary business terms and (c) Permitted Investments
described in clause (a) of the definition thereof.

         "Extension of Credit" shall mean, as to any Lender, the making of a
Loan by such Lender or the issuance of, or participation in, a Letter of Credit
by such Lender.

         "Federal Funds Effective Rate" shall have the meaning set forth in the
definition of "Alternate Base Rate".

         "Fee Letter" shall mean the letter agreement dated October 20, 1999
addressed to the Parent Borrower from the Administrative Agent, as amended,
modified or otherwise supplemented.

         "First Tier Foreign Subsidiary" shall mean any direct Foreign
Subsidiary of a Credit Party.

         "First Union" shall mean First Union National Bank, a national banking
association.

         "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic
Subsidiary.

         "Funded Debt" shall mean, with respect to any Person, without
duplication, (a) all Indebtedness of such Person other than Indebtedness of the
types referred to in clause (e), (g), (i)


                                       9
<PAGE>   15

and (m) of the definition of "Indebtedness" set forth in this Section 1.1, (b)
all Funded Debt of others of the type referred to in clause (a) above secured
by (or for which the holder of such Funded Debt has an existing right,
contingent or otherwise, to be secured by) any Lien on, or payable out of the
proceeds of production from, property owned or acquired by such Person, whether
or not the obligations secured thereby have been assumed, (c) all Guaranty
Obligations of such Person with respect to Funded Debt of the type referred to
in clause (a) above of another Person and (d) Funded Debt of the type referred
to in clause (a) above of any partnership or unincorporated joint venture in
which such Person is legally obligated or has a reasonable expectation of being
liable with respect thereto.

         "GAAP" shall mean generally accepted accounting principles in effect
in the United States of America applied on a consistent basis, subject,
however, in the case of determination of compliance with the financial
covenants set out in Section 5.9 to the provisions of Section 1.3.

         "Government Acts" shall have the meaning set forth in Section 2.21.

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

         "Guarantor" shall mean any of the Domestic Subsidiaries identified as
a "Guarantor" on the signature pages hereto and the Additional Credit Parties
which execute a Joinder Agreement, together with their successors and permitted
assigns.

         "Guaranty" shall mean the guaranty of the Guarantors set forth in
Article X.

         "Guaranty Obligations" means, with respect to any Person, without
duplication, any obligations of such Person (other than endorsements in the
ordinary course of business of negotiable instruments for deposit or
collection) guaranteeing or intended to guarantee any Indebtedness of any other
Person in any manner, whether direct or indirect, and including without
limitation any obligation, whether or not contingent, (i) to purchase any such
Indebtedness or any property constituting security therefor, (ii) to advance or
provide funds or other support for the payment or purchase of any such
Indebtedness or to maintain working capital, solvency or other balance sheet
condition of such other Person (including without limitation keep well
agreements, maintenance agreements, comfort letters or similar agreements or
arrangements) for the benefit of any holder of Indebtedness of such other
Person, (iii) to lease or purchase assets, securities or services primarily for
the purpose of assuring the holder of such Indebtedness, or (iv) to otherwise
assure or hold harmless the holder of such Indebtedness against loss in respect
thereof. The amount of any Guaranty Obligation hereunder shall (subject to any
limitations set forth therein) be deemed to be an amount equal to the
outstanding principal amount (or maximum principal amount, if larger) of the
Indebtedness in respect of which such Guaranty Obligation is made.

         "Hazardous Material" shall mean, collectively, (a) any petroleum or
petroleum products, flammable materials, explosives, radioactive materials,
asbestos, urea formaldehyde foam insulation, and transformers or other
equipment that contain polychlorinated biphenyls ("PCB's"), (b) any chemicals
or other materials or substances that are now or hereafter become


                                      10
<PAGE>   16

defined as or included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", "extremely hazardous wastes", "restricted
hazardous wastes", "toxic substances", "toxic pollutants", "contaminants",
"pollutants" or words of similar import under any Environmental Law and (c) any
other chemical or other material or substance, exposure to which is now or
hereafter prohibited, limited or regulated under any Environmental Law.

         "Hedging Agreements" shall mean, with respect to any Person, any
agreement entered into to protect such Person against fluctuations in interest
rates, or currency values, including, without limitation, any interest rate
swap, cap or collar agreement or similar arrangement between such Person and
one or more counterparties, any foreign currency exchange agreement, currency
protection agreements or other interest or exchange rate hedging agreements.

         "Increased Commitment Date" has the meaning set forth in Section 2.8.

         "Indebtedness" shall mean, with respect to any Person, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, or upon which interest payments are customarily made, (c) all
obligations of such Person under conditional sale or other title retention
agreements relating to assets purchased by such Person (other than customary
reservations or retentions of title under agreements with suppliers entered
into in the ordinary course of business), (d) all obligations of such Person
issued or assumed as the deferred purchase price of assets or services
purchased by such Person (other than trade debt incurred in the ordinary course
of business and due within six months of the incurrence thereof) which would
appear as liabilities on a balance sheet of such Person, (e) all obligations of
such Person under take-or-pay or similar arrangements, (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on, or payable out
of the proceeds of production from, assets owned or acquired by such Person,
whether or not the obligations secured thereby have been assumed, (g) all
Guaranty Obligations of such Person with respect to Indebtedness of another
Person, (h) the principal portion of all obligations of such Person under
Capital Leases, (i) all obligations of such Person under Hedging Agreements,
(j) the maximum amount of all standby letters of credit issued or bankers'
acceptances facilities created for the account of such Person and, without
duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all
preferred Capital Stock issued by such Person and which by the terms thereof
could be (at the request of the holders thereof or otherwise) subject to
mandatory sinking fund payments, redemption or other acceleration, (l) the
principal balance outstanding under any synthetic lease, tax retention
operating lease, accounts receivable securitization program, off-balance sheet
loan or similar off-balance sheet financing product, including without
limitation, the outstanding Attributed Principal Amount under any Permitted
Receivables Financing, and (m) the Indebtedness of any partnership or
unincorporated joint venture in which such Person is a general partner or a
joint venturer.

         "Indenture" shall mean that certain Indenture dated as of September 4,
1997 among the Subsidiary Borrower and SFG Capital Corporation, a Delaware
corporation, as issuers and Texas Commerce Bank National Association, a
national banking association, as trustee, as amended, modified or supplemented
from time to time.


                                      11
<PAGE>   17

         "Insolvency" shall mean, with respect to any Multiemployer Plan, the
condition that such Plan is insolvent within the meaning of such term as used
in Section 4245 of ERISA.

         "Insolvent" shall mean being in a condition of Insolvency.

         "Intellectual Property" has the meaning set forth in Section 3.16.

         "Interest Coverage Ratio" means, with respect to the Parent Borrower
and its Restricted Subsidiaries on a consolidated basis for the twelve month
period ending on the last day of any fiscal quarter of the Parent Borrower, the
ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.
Notwithstanding the foregoing, for purposes of calculating the Interest
Coverage Ratio of the Parent Borrower and its Restricted Subsidiaries for the
first three complete fiscal quarters to occur after the Closing Date, the
interest component thereof shall be determined by annualizing such component
such that for the first complete fiscal quarter to occur after the Closing Date
such component would be multiplied by four (4), the first two complete fiscal
quarters would be multiplied by two (2) and the first three complete fiscal
quarters would be multiplied by one and one-third (1<T074>).

         "Interest Payment Date" shall mean (a) as to any Alternate Base Rate
Loan or Swingline Loan, the last day of each March, June, September and
December and on the applicable Maturity Date, (b) as to any LIBOR Rate Loan
having an Interest Period of three months or less, the last day of such
Interest Period, and (c) as to any LIBOR Rate Loan having an Interest Period
longer than three months, the day which is three months after the first day of
such Interest Period and the last day of such Interest Period.

         "Interest Period" shall mean, with respect to any LIBOR Rate Loan,

                  (i) initially, the period commencing on the Borrowing Date or
        conversion date, as the case may be, with respect to such LIBOR Rate
        Loan and ending one, two, three or six months thereafter, as selected
        by a Borrower in the Notice of Borrowing or Notice of Conversion given
        with respect thereto; and

                  (ii) thereafter, each period commencing on the last day of
         the immediately preceding Interest Period applicable to such LIBOR
         Rate Loan and ending one, two, three or six months thereafter, as
         selected by a Borrower by irrevocable notice to the Administrative
         Agent not less than three Business Days prior to the last day of the
         then current Interest Period with respect thereto;

                  provided that the foregoing provisions are subject to the
         following:

                           (A) if any Interest Period pertaining to a LIBOR
                  Rate Loan would otherwise end on a day that is not a Business
                  Day, such Interest Period shall be extended to the next
                  succeeding 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 Business Day;


                                      12
<PAGE>   18

                           (B) any Interest Period pertaining to a LIBOR Rate
                  Loan that begins on the last Business Day of a calendar month
                  (or on a day for which there is no numerically corresponding
                  day in the calendar month at the end of such Interest Period)
                  shall end on the last Business Day of the relevant calendar
                  month;

                           (C) if the Borrower requesting such borrowing shall
                  fail to give notice as provided above, such Borrower shall be
                  deemed to have selected an Alternate Base Rate Loan to
                  replace the affected LIBOR Rate Loan;

                           (D) no Interest Period shall extend beyond the
                  Maturity Date and, further with regard to the Term A Loans,
                  no Interest Period shall extend beyond any principal
                  amortization payment date unless the portion of such Term A
                  Loan consisting of Alternate Base Rate Loans together with
                  the portion of such Term A Loan consisting of LIBOR Rate
                  Loans with Interest Periods expiring prior to or concurrently
                  with the date such principal amortization payment date is
                  due, is at least equal to the amount of such principal
                  amortization payment due on such date; and

                           (E) no more than sixteen (16) LIBOR Rate Loans may
                  be in effect at any time. For purposes hereof, LIBOR Rate
                  Loans with different Interest Periods shall be considered as
                  separate LIBOR Rate Loans, even if they shall begin on the
                  same date and have the same duration, although borrowings,
                  extensions and conversions may, in accordance with the
                  provisions hereof, be combined at the end of existing
                  Interest Periods to constitute a new LIBOR Rate Loan with a
                  single Interest Period.

         "Issuing Lender" shall mean First Union.

         "Issuing Lender Fees" shall have the meaning set forth in Section
2.7(c).

         "Joinder Agreement" shall mean a Joinder Agreement substantially in
the form of Schedule 5.10, executed and delivered by an Additional Credit Party
in accordance with the provisions of Section 5.10.

         "Joint and Several Obligations" shall mean that portion of the Credit
Party Obligations consisting of (a) the SFG Revolving Loans and SFG Term Loans
and all principal, interest and fees in connection with such Loans, (b) all
fees (other than Letter of Credit Fees and Issuing Lender Fees) incurred or
owed by the Subsidiary Borrower pursuant to the terms of the Credit Documents,
including, without limitation, its portion of the Commitment Fees, (c) any
indemnification obligations of the Subsidiary Borrower under the Credit
Documents and (d) any and all other costs and expenses that the Subsidiary
Borrower is liable for pursuant to the terms of the Credit Documents.

         "Lender" shall have the meaning set forth in the first paragraph of
this Agreement.


                                      13
<PAGE>   19

         "Letters of Credit" shall mean any letter of credit issued by the
Issuing Lender pursuant to the terms hereof, as such Letters of Credit may be
amended, modified, extended, renewed or replaced from time to time.

         "Letter of Credit Fee" shall have the meaning set forth in Section
2.7(b).

         "Leverage Ratio" shall mean, with respect to the Parent Borrower and
its Restricted Subsidiaries on a consolidated basis for the twelve month period
ending on the last day of any fiscal quarter, the ratio of (a) Funded Debt of
the Parent Borrower and its Restricted Subsidiaries on a consolidated basis on
the last day of such period to (b) Consolidated EBITDA for such period.

         "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period. If for any reason such
rate is not available, the term "LIBOR" shall mean, for any LIBOR Rate Loan for
any Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as
the London interbank offered rate for deposits in Dollars at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates (rounded
upwards, if necessary, to the nearest 1/100 of 1%). If, for any reason, neither
of such rates is available, then "LIBOR" shall mean the rate per annum at
which, as determined by the Administrative Agent, Dollars in an amount
comparable to such LIBOR Rate Loan are being offered to leading banks at
approximately 11:00 A.M. London time, two (2) Business Days prior to the
commencement of the applicable Interest Period for settlement in immediately
available funds by leading banks in the London interbank market for a period
equal to the Interest Period selected.

         "LIBOR Lending Office" shall mean, initially, the office of each
Lender designated as such Lender's LIBOR Lending Office shown on Schedule 9.2;
and thereafter, such other office of such Lender as such Lender may from time
to time specify to the Administrative Agent and the Parent Borrower as the
office of such Lender at which the LIBOR Rate Loans of such Lender are to be
made.

         "LIBOR Rate" shall mean a rate per annum (rounded upwards, if
necessary, to the next higher 1/100th of 1%) determined by the Administrative
Agent pursuant to the following formula:

<TABLE>
<CAPTION>
             LIBOR Rate =                           LIBOR
                                   ------------------------------------
<S>                                <C>
                                   1.00 - Eurodollar Reserve Percentage
</TABLE>

         "LIBOR Rate Loan" shall mean Loans the rate of interest applicable to
which is based on the LIBOR Rate.


                                      14
<PAGE>   20

         "Lien" shall mean any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or other
security interest or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any
Capital Lease having substantially the same economic effect as any of the
foregoing).

         "Loan" shall mean a Revolving Loan, a SFG Revolving Loan, a Swingline
Loan, the Term A Loan and/or the SFG Term Loan, or a portion of any of the
foregoing, as applicable.

         "LOC Commitment" shall mean the commitment of the Issuing Lender to
issue Letters of Credit and with respect to each Lender, the commitment of such
Lender to purchase participation interests in the Letters of Credit up to such
Lender's LOC Committed Amount as specified in Schedule 2.1(a), as such amount
may be reduced from time to time in accordance with the provisions hereof.

         "LOC Commitment Percentage" shall mean, for each Lender, the
percentage identified as its LOC Commitment Percentage on Schedule 2.1(a), as
such percentage may be modified in connection with any assignment made in
accordance with the provisions of Section 9.6(c).

         "LOC Committed Amount" shall mean, collectively, the aggregate amount
of all of the LOC Commitments of the Lenders to issue and participate in
Letters of Credit as referenced in Section 2.6 and, individually, the amount of
each Lender's LOC Commitment as specified in Schedule 2.1(a).

         "LOC Documents" shall mean, with respect to any Letter of Credit, such
Letter of Credit, any amendments thereto, any documents delivered in connection
therewith, any application therefor, and any agreements, instruments,
guarantees or other documents (whether general in application or applicable
only to such Letter of Credit) governing or providing for (i) the rights and
obligations of the parties concerned or (ii) any collateral security for such
obligations.

         "LOC Obligations" shall mean, at any time, the sum of (i) the maximum
amount which is, or at any time thereafter may become, available to be drawn
under Letters of Credit then outstanding, assuming compliance with all
requirements for drawings referred to in such Letters of Credit plus (ii) the
aggregate amount of all drawings under Letters of Credit honored by the Issuing
Lender but not theretofore reimbursed.

         "Mandatory Borrowing" shall have the meaning set forth in Section
2.5(b)(ii) or Section 2.6(e), as the context may require.

         "Material Adverse Effect" shall mean a material adverse effect on (a)
the business, operations, property, prospects or financial condition of the
Parent Borrower and its Restricted Subsidiaries taken as a whole, (b) the
ability of the Borrowers and Guarantors, taken as a whole, to perform their
obligations, when such obligations are required to be performed, under this
Agreement, any of the Notes or any other Credit Document or (c) the validity or
enforceability of this Agreement, any of the Notes or any of the other Credit
Documents or the rights or remedies of the Administrative Agent or the Lenders
hereunder or thereunder.


                                      15
<PAGE>   21

         "Material Contract" shall mean any contract or other arrangement,
whether written or oral, to which the Parent Borrower or any of its Restricted
Subsidiaries is a party as to which the breach, nonperformance, cancellation or
failure to renew by any party thereto could reasonably be expected to have a
Material Adverse Effect.

         "Material Subsidiary" shall mean any Restricted Subsidiary (other than
a Receivables Financing SPC) of a Credit Party with assets of $100,000 or more;
provided, however, if the aggregate assets of Restricted Subsidiaries (other
than Receivables Financing SPCs) that are not Material Subsidiaries at any time
exceeds $500,000, the Borrower shall designate one or more of such Restricted
Subsidiaries as Material Subsidiaries such that, after giving effect to such
designations, the aggregate assets of Restricted Subsidiaries (other than
Receivables Financing SPCs) that are not Material Subsidiaries shall be less
than $500,000.

         "Maturity Date" shall mean the fifth anniversary of the Closing Date.

         "Merger Agreement" shall mean that certain Amended and Restated
Contribution Agreement, Plan of Merger and Purchase Agreement, dated as of
November 12, 1999, among Suiza, Suiza Socal Holdings, Inc., Suiza GTL Holdings,
Inc., LOS Holdings, Inc., Suiza Fluid Dairy Group Holdings, Inc., Suiza
Management Corporation, Suiza Fluid Dairy Group GP, LLC, the Suiza companies
identified therein, Suiza GTL, LLC, Suiza Socal, LLC, Robinson Dairy, Inc.,
Dairy Farmers of America, Inc., DFA Investment Company, Southern Foods Group,
L.P., SFG Management Limited Liability Company, SFG Capital Corporation, the
Parent Borrower, Pete Schenkel and, for certain limited purposes, Mid-Am
Capital, L.L.C.

         "Moody's" shall mean Moody's Investors Service, Inc.

         "Multiemployer Plan" shall mean a Plan which is a multiemployer plan
as defined in Section 4001(a)(3) of ERISA.

         "Net Cash Proceeds" shall mean the aggregate cash proceeds received by
the Parent Borrower or any of its Restricted Subsidiaries in respect of any
Asset Disposition, net of (a) direct costs (including, without limitation,
legal, accounting and investment banking fees, and sales commissions) and (b)
taxes paid or payable as a result thereof; it being understood that "Net Cash
Proceeds" shall include, without limitation, any cash received upon the sale or
other disposition of any non-cash consideration received by the Parent Borrower
or any of its Restricted Subsidiaries in any Asset Disposition.

         "Note" or "Notes" shall mean the Revolving Notes, the Swingline Note
and/or the Term Notes, collectively, separately or individually, as
appropriate.

         "Notice of Borrowing" shall mean the written notice of borrowing as
referenced and defined in Section 2.1(b)(i).

         "Notice of Conversion" shall mean the written notice of extension or
conversion as referenced and defined in Section 2.12.


                                      16
<PAGE>   22

         "Obligations" shall mean, collectively, Loans and LOC Obligations.

         "Parent Borrower" shall have the meaning set forth in the first
paragraph of this Agreement.

         "Participant" shall have the meaning set forth in Section 9.6(b).

         "Participation Interest" shall mean the purchase by a Lender of a
participation interest in Swingline Loans as provided in Section 2.5(b)(ii) or
in Letters of Credit as provided in Section 2.6.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

         "Permitted Acquisition" shall mean an acquisition by any Credit Party
(other than the Subsidiary Borrower) which (i) is an acquisition of a Person or
assets of a Person in the same or a similar line of business, (ii) is in an
amount not greater than $300,000,000 in total cash consideration (after
deducting cash on the balance sheet of the Person acquired or included in the
assets being acquired) for any single acquisition, (iii) is approved by the
Board of Directors or the requisite shareholders of the Person being acquired
or Person transferring the assets being acquired, (iv) if an acquisition of
Capital Stock of a Person, at least 51% of all issued and outstanding Capital
Stock of such Person is acquired, and (v) after giving effect to such
acquisition on a Pro Forma Basis, the Parent Borrower and its Restricted
Subsidiaries are in compliance with each of the financial covenants set forth
in Section 5.9.

         "Permitted Investments" shall mean:

                  (a) cash or Cash Equivalents;

                  (b) investments outstanding as of the Closing Date and
         identified in Schedule 1.1(b) or other investments not exceeding in
         acquisition cost $5,000,000 in the aggregate;

                  (c) investments of any Subsidiary of the Parent Borrower in
         the Parent Borrower, investments of any Restricted Subsidiary of the
         Parent Borrower in any other Restricted Subsidiary of the Parent
         Borrower or investments by the Parent Borrower in any of its
         Restricted Subsidiaries; provided, that, so long as the Senior
         Subordinated Notes remain outstanding, no investments in the
         Subsidiary Borrower and its Subsidiaries shall be permitted except
         investments used to retire or repurchase Senior Subordinated Notes;

                  (d) Permitted Acquisitions;

                  (e) operating deposit accounts with depository institutions;

                  (f) Hedging Agreements;


                                      17
<PAGE>   23

                  (g) investments permitted under Section 6.4(b) hereof;

                  (h) investments by the Parent Borrower and its Subsidiaries
         in the Capital Stock of their Subsidiaries to the extent outstanding
         as of the Closing Date;

                  (i) loans and advances to employees in the ordinary course of
         business not exceeding $10,000,000 in the aggregate;

                  (j) deposits to secure bids, tenders, utilities, vendors,
         leases, licenses, statutory obligations, surety and appeal bonds and
         other deposits of like nature arising in the ordinary course of
         business;

                  (k) Investments by any Credit Party in a Receivables
         Financing SPC made in connection with a Permitted Receivables
         Financing;

                  (l) additional investments up to but not exceeding
         $50,000,000 in the aggregate during each fiscal year, including
         investments in Unrestricted Subsidiaries; provided, however, that
         notwithstanding the foregoing, the Parent Borrower shall be permitted
         to make additional investments in Unrestricted Subsidiaries during any
         fiscal year in an amount equal to the aggregate amount of dividends or
         other distributions received by the Parent Borrower from Unrestricted
         Subsidiaries during such fiscal year;

                  (m) investments by the Parent Borrower or any of its
         Restricted Subsidiaries, each of which (i) existed before the time of
         acquisition of the Person or assets of the Person who made such
         investment and (ii) was not made in anticipation of such acquisition;
         and

                  (n) to the extent no Default or Event of Default exists at
         such time or would result therefrom, loans by the Parent Borrower to
         Suiza or its Subsidiaries in connection with acquisitions by Suiza or
         any of its Subsidiaries, provided that the business or assets acquired
         in connection with such acquisitions are then contributed to the
         Parent Borrower or any of its Restricted Subsidiaries.

         As used herein, "investment" means all investments, in cash or by
delivery of assets made, directly or indirectly in, to or from any Person,
whether by acquisition of shares of Capital Stock, property, assets,
indebtedness or other obligations or securities or by loan advance, capital
contribution or otherwise.

         "Permitted Liens" shall mean:

                  (a) Liens created by or otherwise existing, under or in
         connection with this Agreement or the other Credit Documents in favor
         of the Lenders;

                  (b) Liens in connection with Hedging Agreements, but only (i)
         to the extent such Liens secure obligations under Hedging Agreements
         with any Lender or any


                                      18
<PAGE>   24

         Affiliate of a Lender, (ii) to the extent such Liens are on the same
         collateral as to which the Administrative Agent on behalf of the
         Lenders also has a Lien and (iii) if the provider of any such Hedging
         Agreement and the Lenders shall share pari passu in the collateral
         subject to such Liens;

                  (c) Liens in existence on the Closing Date and listed on
         Schedule 1.1(c);

                  (d) Liens imposed by any Governmental Authority for taxes,
         assessments or charges not yet delinquent or that are being contested
         in good faith and by appropriate proceedings if, unless the amount
         thereof is not material with respect to it or its financial condition,
         adequate reserves with respect thereto are maintained on the books of
         the Parent Borrower or the affected Subsidiaries, as the case may be,
         in accordance with GAAP;

                  (e) carriers', warehousemen's, mechanics', materialmen's,
         landlord's, repairmen's or other like Liens arising in the ordinary
         course of business that are not overdue for a period of more than 30
         days or that are being contested in good faith and by appropriate
         proceedings;

                  (f) Liens securing judgments but only to the extent for an
         amount and for a period not resulting in an Event of Default under
         Section 7.1(f) hereof;

                  (g) pledges or deposits under worker's compensation,
         unemployment insurance and other social security legislation;

                  (h) deposits or pledges to secure the performance of bids,
         trade contracts (other than for Indebtedness), leases, licenses,
         statutory obligations, surety and appeal bonds, performance bonds and
         other obligations of a like nature incurred in the ordinary course of
         business;

                  (i) easements, rights-of-way, restrictions and other similar
         encumbrances incurred in the ordinary course of business and
         encumbrances consisting of zoning restrictions, easements, licenses,
         restrictions on the use of Property or minor imperfections in title
         thereto that, in the aggregate, are not material in amount, and that
         do not in any case materially detract from the value of the Property
         subject thereto or interfere with the ordinary conduct of the business
         of the Parent Borrower or any of its Subsidiaries;

                  (j) Liens upon personal Property acquired after the date
         hereof (by purchase, construction or otherwise), or upon other assets
         acquired after the date hereof as a Capital Expenditure, by the Parent
         Borrower or any of its Subsidiaries, each of which Liens either (i)
         existed on such assets before the time of its acquisition and was not
         created in anticipation thereof or (ii) was created solely for the
         purpose of securing Indebtedness representing, or incurred to finance,
         refinance or refund, the cost of such assets; provided that (A) no
         such Lien shall extend to or cover any assets of the Parent Borrower
         or such Subsidiary other than the assets so acquired, (B) the
         principal amount of Indebtedness


                                      19
<PAGE>   25

         secured by any such Lien shall at no time exceed the fair market value
         (as determined in good faith by a Responsible Officer of the Parent
         Borrower) of such assets at the time they were acquired, and (C) the
         principal amount of all Indebtedness (other than Indebtedness
         permitted by Section 6.1(c) hereof) secured by such Liens shall not
         exceed $50,000,000 in the aggregate;

                  (k) Liens upon real Property heretofore leased or leased
         after the date hereof (under operating or Capital Leases) in the
         ordinary course of business by the Parent Borrower or any of its
         Subsidiaries in favor of the lessor created at the inception of the
         lease transaction, securing obligations of the Parent Borrower or any
         of its Subsidiaries under or in respect of such lease and extending to
         or covering only the Property subject to such lease and improvements
         thereon;

                  (l) Liens of sellers or creditors of sellers of farm products
         encumbering such farm products when sold to any of the Parent Borrower
         or its Subsidiaries pursuant to the Food Security Act of 1985 or
         pursuant to similar state laws to the extent such Liens may be deemed
         to extend to the assets of such Person;

                  (m) protective Uniform Commercial Code filings with respect
         to personal Property leased by, or consigned to, any of the Parent
         Borrower or its Subsidiaries;

                  (n) Liens securing Indebtedness of up to $100,000,000 in the
         aggregate principal amount at any one time outstanding which
         Indebtedness is permitted under Section 6.1(g) hereof;

                  (o) Liens upon assets of Unrestricted Subsidiaries;

                  (p) Liens in favor of a Receivables Financing SPC or
         Receivables Financier created or deemed to exist in connection with a
         Permitted Receivables Financing (including any related filings of any
         financing statements), but only to the extent that any such Lien
         relates to the applicable Transferred Assets actually sold,
         contributed, financed or otherwise conveyed or pledged pursuant to
         such transaction;

                  (q) any extension, renewal or replacement of the foregoing;
         provided, however, that the Liens permitted under this clause (q)
         shall not be spread to cover any additional Indebtedness or assets;
         and

                  (r) Liens securing Indebtedness to the extent such
         Indebtedness is permitted pursuant to Section 6.1(h).

         "Permitted Receivables Financing" shall mean any one or more
receivables financings in which (a) any Credit Party (i) sells (as determined
in accordance with GAAP) any accounts receivable, notes receivable, rights to
future lease payments or residuals (collectively, together with certain related
property relating thereto and the right to collections thereon, being the
"Transferred Assets") to any Person that is not a Subsidiary or Affiliate of a
Borrower (with respect to any such transaction, the "Receivables Financier"),
(ii) borrows from such Receivables


                                      20
<PAGE>   26

Financier and secures such borrowings by a pledge of such Transferred Assets
and/or (iii) otherwise finances its acquisition of such Transferred Assets and,
in connection therewith, conveys an interest in such Transferred Assets to the
Receivables Financier or (b) any Credit Party sells, conveys or otherwise
contributes any Transferred Assets to a Receivables Financing SPC, which
Receivables Financing SPC then (i) sells (as determined in accordance with
GAAP) any such receivables (or an interest therein) to any Receivables
Financier, (ii) borrows from such Receivables Financier and secures such
borrowings by a pledge of such receivables or (iii) otherwise finances its
acquisition of such receivables and, in connection therewith, conveys an
interest in such receivables to the Receivables Financier, provided that (A)
the aggregate Attributed Principal Amount for all such receivables financings
shall not at any time exceed $300,000,000, (B) such receivables financing shall
not involve any recourse to any Credit Party for any reason other than (x)
repurchases of non-eligible receivables or (y) indemnifications for losses
other than credit losses related to the receivables sold in such financing, (C)
the Administrative Agent shall be reasonably satisfied with the structure of
and documentation for any such transaction and that the terms of such
transaction, including the discount at which receivables are sold, the term of
the commitment of the Receivables Financier thereunder and any termination
events, shall be (in the good faith understanding of the Administrative Agent)
consistent with those prevailing in the market for similar transactions
involving a receivables originator/servicer of similar credit quality and a
receivables pool of similar characteristics and (D) the documentation for such
transaction shall not be amended or modified without the prior written approval
of the Administrative Agent.

         "Person" shall mean an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever
nature.

         "Plan" shall mean, at any particular time, any employee benefit plan
which is covered by Title IV of ERISA and in respect of which the Borrower or a
Commonly Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" as defined in
Section 3(5) of ERISA.

         "Pledge Agreement" shall mean the Pledge Agreement dated as of the
Closing Date given by the Borrowers and the other Credit Parties to the
Administrative Agent, as amended, modified or supplemented from time to time in
accordance with its terms.

         "Prime Rate" shall have the meaning set forth in the definition of
Alternate Base Rate.

         "Pro Forma Basis" shall mean, with respect to any Permitted
Acquisition or any dividend made pursuant to Section 6.10(g), that such
Permitted Acquisition or dividend shall be deemed to have occurred or made, as
applicable, as of the first day of the four fiscal-quarter period ending as of
the most recent fiscal quarter end preceding the date of such Permitted
Acquisition or dividend.

         "Property" shall mean any tangible property or assets, whether real or
personal.

         "Purchasing Lenders" shall have the meaning set forth in Section
9.6(c).


                                      21
<PAGE>   27

         "Real Properties" shall have the meaning set forth in Section 3.10(a).

         "Receivables Financier" shall have the meaning set forth in the
definition of Permitted Receivables Financing.

         "Receivables Financing SPC" shall mean, in respect of any Permitted
Receivables Financing, any Subsidiary or Affiliate of a Borrower to which any
Credit Party sells, contributes or otherwise conveys any Transferred Assets in
connection with such Permitted Receivables Financing.

         "Recovery Event" shall mean the receipt by the Parent Borrower or any
of its Restricted Subsidiaries of any cash insurance proceeds or condemnation
award payable by reason of theft, loss, physical destruction or damage, taking
or similar event with respect to any of their respective property or assets.

         "Register" shall have the meaning set forth in Section 9.6(d).

         "Reorganization" shall mean, with respect to any Multiemployer Plan,
the condition that such Plan is in reorganization within the meaning of such
term as used in Section 4241 of ERISA.

         "Reportable Event" shall mean any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty-day notice
period is waived under PBGC Reg. ss.4043.

         "Required Lenders" shall mean (i) Lenders holding in the aggregate not
less than 51% of all Revolving Loans, SFG Revolving Loans and LOC Obligations
then outstanding at such time plus the aggregate unused Revolving Commitments
at such time (treating for purposes hereof in the case of Swingline Loans and
LOC Obligations, in the case of the Swingline Lender and the Issuing Lender,
only the portion of the Swingline Loans and the LOC Obligations of the
Swingline Lender and the Issuing Lender, respectively, which is not subject to
the Participation Interests of the other Lenders and, in the case of the
Lenders other than the Swingline Lender and the Issuing Lender, the
Participation Interests of such Lenders in Swingline Loans and LOC Obligations
hereunder as direct Obligations of such Lenders) and (ii) Lenders holding in
the aggregate not less than 51% of all Term Loans then outstanding at such
time; provided, however, that if any Lender shall be a Defaulting Lender at
such time, then there shall be excluded from the determination of Required
Lenders, Obligations (including Participation Interests) owing to such
Defaulting Lender and such Defaulting Lender's Commitments, or after
termination of the Commitments, the principal balance of the Obligations owing
to such Defaulting Lender.

         "Requirement of Law" shall mean, as to any Person, the Certificate of
Incorporation and By-laws or other organizational or governing documents of
such Person, and each law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person
or any of its property is subject.


                                      22
<PAGE>   28

         "Responsible Officer" of any Person shall mean the President, the
Chief Executive Officer, the Chief Financial Officer or the Vice
President/Treasurer of such Person.

         "Restricted Payment" shall mean (a) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
Capital Stock of the Parent Borrower or any of its Restricted Subsidiaries, now
or hereafter outstanding, (b) any redemption, retirement, sinking fund or
similar payment, purchase or other acquisition for value, direct or indirect,
of any shares of any class of Capital Stock of the Parent Borrower or any of
its Restricted Subsidiaries, now or hereafter outstanding, or (c) any payment
made to retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire shares of any class of Capital Stock of the
Parent Borrower or any of its Restricted Subsidiaries, now or hereafter
outstanding.

         "Restricted Subsidiaries" shall mean the Subsidiaries of the Parent
Borrower other than the Unrestricted Subsidiaries.

         "Revolving Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Loans and SFG Revolving Loans in an
aggregate principal amount at any time outstanding up to such Lender's
Revolving Commitment Percentage of the Revolving Committed Amount as specified
in Schedule 2.1(a), as such amount may be increased or reduced from time to
time in accordance with the provisions hereof or in connection with any
assignment made in accordance with the provisions of Section 9.6(c).

         "Revolving Commitment Percentage" shall mean, for each Lender, the
percentage identified as its Revolving Commitment Percentage on Schedule
2.1(a), as such percentage may be increased or reduced pursuant to Section
2.8(d) or in connection with any assignment made in accordance with the
provisions of Section 9.6(c).

         "Revolving Committed Amount" shall mean, with respect to the Lenders
collectively, the aggregate amount of all Revolving Commitments as defined in
Section 2.1(a), as such amount may be increased or reduced from time to time in
accordance with the provisions hereof, and, with respect to each Lender, the
amount of such Lender's Revolving Commitment as specified on Schedule 2.1(a),
as such amount may be increased or reduced from time to time in accordance with
the provisions hereof or in connection with any assignment made in accordance
with the provisions of Section 9.6(c).

         "Revolving Loan" shall have the meaning set forth in Section 2.1.

         "Revolving Note" or "Revolving Notes" shall mean the promissory notes
of the Parent Borrower in favor of each of the Lenders evidencing the Revolving
Loans provided pursuant to Section 2.1(d), individually or collectively, as
appropriate, as such promissory notes may be amended, modified, supplemented,
extended, renewed or replaced from time to time.

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

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


                                      23
<PAGE>   29

         "Security Documents" shall mean the Pledge Agreement and such other
documents executed and delivered in connection with the attachment and
perfection of the Administrative Agent's security interests and Liens arising
thereunder, including, without limitation, UCC financing statements.

         "Senior Funded Debt" shall mean, as of any date of determination for
the Parent Borrower and its Restricted Subsidiaries, all Funded Debt
(including, without limitation, Extensions of Credit hereunder) other than (a)
the Senior Subordinated Notes and (b) other Funded Debt which is subordinate in
right of payment to the Credit Party Obligations on terms approved by the
Required Lenders.

         "Senior Leverage Ratio" shall mean, with respect to the Parent
Borrower and its Restricted Subsidiaries on a consolidated basis for the twelve
month period ending on the last day of any fiscal quarter, the ratio of (a)
Senior Funded Debt of the Parent Borrower and its Restricted Subsidiaries on a
consolidated basis on the last day of such period to (b) Consolidated EBITDA
for such period.

         "Senior Subordinated Notes" shall mean the 9 7/8% Senior Subordinated
Notes due 2007 issued pursuant to the Indenture.

         "SFG Revolving Loans" shall have the meaning set forth in Section 2.2.

         "SFG Revolving Note" or "SFG Revolving Notes" shall mean the
promissory notes of the Borrowers in favor of each of the Lenders evidencing
the SFG Revolving Loans provided pursuant to Section 2.2(d), individually or
collectively, as appropriate, as such promissory notes may be amended,
modified, supplemented, extended, renewed or replaced from time to time.

         "SFG Term Loan" shall have the meaning set forth in Section 2.4(a).

         "SFG Term Loan Commitment" shall mean, with respect to each Lender,
the commitment of such Lender to make its portion of the SFG Term Loan in a
principal amount equal to such Lender's Term Loan Commitment Percentage of the
SFG Term Loan Committed Amount (and for purposes of making determinations of
Required Lenders hereunder after the Closing Date, the principal amount
outstanding on the SFG Term Loan).

         "SFG Term Loan Committed Amount" shall have the meaning set forth in
Section 2.4(a).

         "SFG Term Note" or "SFG Term Notes" shall mean the promissory notes of
the Borrowers in favor of each of the Lenders evidencing the portion of the SFG
Term Loan provided pursuant to Section 2.4(d), individually or collectively, as
appropriate, as such promissory notes may be amended, modified, restated,
supplemented, extended, renewed or replaced from time to time.

         "Single Employer Plan" shall mean any Plan which is not a
Multiemployer Plan.

         "Subsidiary" shall mean, as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary


                                      24
<PAGE>   30

voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise qualified, all references to a "Subsidiary" or
to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries
of the Parent Borrower and shall include the Subsidiary Borrower.

         "Subsidiary Borrower" shall have the meaning set forth in the first
paragraph of this Agreement.

         "Suiza" shall mean Suiza Foods Corporation, a Delaware corporation.

         "Swingline Commitment" shall mean the commitment of the Swingline
Lender to make Swingline Loans in an aggregate principal amount at any time
outstanding up to the Swingline Committed Amount, and the commitment of the
Lenders to purchase participation interests in the Swingline Loans as provided
in Section 2.5(b)(ii), as such amounts may be reduced from time to time in
accordance with the provisions hereof.

         "Swingline Committed Amount" shall mean the amount of the Swingline
Lender's Swingline Commitment as specified in Section 2.5(a).

         "Swingline Lender" shall mean First Union, in its capacity as such.

         "Swingline Loan" or "Swingline Loans" shall have the meaning set forth
in Section 2.5(a).

         "Swingline Note" shall mean the promissory note of the Parent Borrower
in favor of the Swingline Lender evidencing the Swingline Loans provided
pursuant to Section 2.5(d), as such promissory note may be amended, modified,
supplemented, extended, renewed or replaced from time to time.

         "Taxes" shall have the meaning set forth in Section 2.20.

         "Term A Loan" shall have the meaning set forth in Section 2.3(a).

         "Term A Loan Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make its portion of the Term A Loan in a principal
amount equal to such Lender's Term Loan Commitment Percentage of the Term A
Loan Committed Amount (and for purposes of making determinations of Required
Lenders hereunder after the Closing Date, the principal amount outstanding on
the Term A Loan).

         "Term A Loan Committed Amount" shall have the meaning set forth in
Section 2.3(a).

         "Term A Note" or "Term A Notes" shall mean the promissory notes of the
Parent Borrower in favor of each of the Lenders evidencing the portion of the
Term A Loan provided


                                      25
<PAGE>   31

pursuant to Section 2.3(d), individually or collectively, as appropriate, as
such promissory notes may be amended, modified, restated, supplemented,
extended, renewed or replaced from time to time.

         "Term Loan Commitment" shall mean, collectively, the Term A Loan
Commitment and the SFG Term Loan Commitment.

         "Term Loan Commitment Percentage" shall mean, for any Lender, the
percentage identified as its Term Loan Commitment Percentage on Schedule
2.1(a), as such percentage may be modified in connection with any assignment
made in accordance with the provisions of Section 9.6.

         "Term Loan Committed Amount" shall mean, collectively, the Term A Loan
Committed Amount and the SFG Term Loan Committed Amount.

         "Term Loans" shall mean the Term A Loan and the SFG Term Loan.

         "Term Notes" shall mean, collectively, the Term A Notes and the SFG
Term Notes.

         "Tranche" shall mean the collective reference to LIBOR Rate Loans
whose Interest Periods begin and end on the same day. A Tranche may sometimes
be referred to as a "LIBOR Tranche".

         "Transfer Effective Date" shall have the meaning set forth in each
Commitment Transfer Supplement.

         "Transferred Assets" shall have the meaning set forth in the
definition of Permitted Receivables Financing.

         "2.20 Certificate" shall have the meaning set forth in Section 2.20.

         "Type" shall mean, as to any Loan, its nature as an Alternate Base
Rate Loan, LIBOR Rate Loan or Swingline Loan, as the case may be.

         "Unrestricted Subsidiaries" shall mean any Subsidiary (other than the
Subsidiary Borrower) of the Parent Borrower designated as such in writing to
the Administrative Agent.

         "Voting Stock" means, with respect to any Person, Capital Stock issued
by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even though the right so to vote
has been suspended by the happening of such a contingency.

         "Year 2000 Compliant" shall have the meaning set forth in Section 3.25.


                                      26
<PAGE>   32

         SECTION 1.2       OTHER DEFINITIONAL PROVISIONS.

                  (a) Unless otherwise specified therein, all terms defined in
         this Agreement shall have the defined meanings when used in the Notes
         or other Credit Documents or any certificate or other document made or
         delivered pursuant hereto.

                  (b) The words "hereof", "herein" and "hereunder" and words of
         similar import when used in this Agreement shall refer to this
         Agreement as a whole and not to any particular provision of this
         Agreement, and Section, subsection, Schedule and Exhibit references
         are to this Agreement unless otherwise specified.

                  (c) The meanings given to terms defined herein shall be
         equally applicable to both the singular and plural forms of such
         terms.

         SECTION 1.3       ACCOUNTING TERMS.

         Unless otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be made,
and all financial statements required to be delivered hereunder shall be
prepared in accordance with GAAP applied on a basis consistent with the most
recent audited consolidated financial statements of the Parent Borrower
delivered to the Lenders; provided that, if the Parent Borrower notifies the
Administrative Agent that it wishes to amend any covenant in Section 5.9 to
eliminate the effect of any change in GAAP on the operation of such covenant
(or if the Administrative Agent notifies the Parent Borrower that the Required
Lenders wish to amend Section 5.9 for such purpose), then the Credit Parties'
compliance with such covenant shall be determined on the basis of GAAP in
effect immediately before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant is amended in a manner
satisfactory to the Parent Borrower and the Required Lenders.

         The Parent Borrower shall deliver to the Administrative Agent and each
Lender at the same time as the delivery of any annual or quarterly financial
statements given in accordance with the provisions of Section 5.1, (i) a
description in reasonable detail of any material change in the application of
accounting principles employed in the preparation of such financial statements
from those applied in the most recently preceding quarterly or annual financial
statements as to which no objection shall have been made in accordance with the
provisions above and (ii) a reasonable estimate of the effect on the financial
statements on account of such changes in application.


                                      27
<PAGE>   33

                                   ARTICLE II

                          THE LOANS; AMOUNT AND TERMS

         SECTION 2.1       REVOLVING LOANS.

                  (a) Revolving Commitment. During the Commitment Period,
         subject to the terms and conditions hereof, each Lender severally
         agrees to make revolving credit loans ("Revolving Loans") to the
         Parent Borrower from time to time for the purposes hereinafter set
         forth; provided, however, that (i) with regard to each Lender
         individually, the sum of such Lender's outstanding Revolving Loans and
         SFG Revolving Loans plus such Lender's Revolving Commitment Percentage
         of Swingline Loans plus such Lender's LOC Commitment Percentage of LOC
         Obligations shall not exceed such Lender's Revolving Commitment
         Percentage of the Revolving Committed Amount and (ii) with regard to
         the Lenders collectively, the sum of the aggregate amount of
         outstanding Revolving Loans plus SFG Revolving Loans plus Swingline
         Loans plus LOC Obligations shall not exceed the Revolving Committed
         Amount. For purposes hereof, the aggregate amount available under this
         Section 2.1(a) shall be EIGHT HUNDRED FIVE MILLION DOLLARS
         ($805,000,000) (as such aggregate maximum amount may be increased or
         reduced from time to time as provided in Section 2.8, the "Revolving
         Committed Amount"). Revolving Loans may consist of Alternate Base Rate
         Loans or LIBOR Rate Loans, or a combination thereof, as the Parent
         Borrower may request, and may be repaid and reborrowed in accordance
         with the provisions hereof. LIBOR Rate Loans shall be made by each
         Lender at its LIBOR Lending Office and Alternate Base Rate Loans at
         its Domestic Lending Office.

                  (b) Revolving Loan Borrowings.

                           (i) Notice of Borrowing. The Parent Borrower shall
                  request a Revolving Loan borrowing by written notice (or
                  telephone notice promptly confirmed in writing which
                  confirmation may be by fax) to the Administrative Agent not
                  later than 1:30 P.M. (Charlotte, North Carolina time) on the
                  date of requested borrowing in the case of Alternate Base
                  Rate Loans, and on the third Business Day prior to the date
                  of the requested borrowing in the case of LIBOR Rate Loans.
                  Each such request for borrowing shall be irrevocable and
                  shall specify (A) that a Revolving Loan is requested, (B) the
                  date of the requested borrowing (which shall be a Business
                  Day), (C) the aggregate principal amount to be borrowed, (D)
                  whether the borrowing shall be comprised of Alternate Base
                  Rate Loans, LIBOR Rate Loans or a combination thereof, and if
                  LIBOR Rate Loans are requested, the Interest Period(s)
                  therefor. A form of Notice of Borrowing (a "Notice of
                  Borrowing") is attached as Schedule 2.1(b)(i). If the Parent
                  Borrower shall fail to specify in any such Notice of
                  Borrowing (I) an applicable Interest Period in the case of a
                  LIBOR Rate Loan, then such notice shall be deemed to be a
                  request for an Interest Period of one month, or (II) the type
                  of Revolving Loan requested, then such notice shall be deemed
                  to be a request for an Alternate Base Rate Loan hereunder.
                  The Administrative Agent


                                      28
<PAGE>   34

                  shall give notice to each Lender promptly upon receipt of
                  each Notice of Borrowing, the contents thereof and each such
                  Lender's share thereof. All Revolving Loans made on the
                  Closing Date shall bear interest at the Alternate Base Rate
                  until three (3) Business Days after the Closing Date.

                           (ii) Advances. Each Lender will make its Revolving
                  Commitment Percentage of each Revolving Loan borrowing
                  available to the Administrative Agent for the account of the
                  Parent Borrower at the office of the Administrative Agent
                  specified in Schedule 9.2, or at such other office as the
                  Administrative Agent may designate in writing, by 4:00 P.M.
                  (Charlotte, North Carolina time) on the date specified in the
                  applicable Notice of Borrowing in Dollars and in funds
                  immediately available to the Administrative Agent. Such
                  borrowing will then be made available to the Parent Borrower
                  by the Administrative Agent by crediting the account of the
                  Parent Borrower on the books of such office with the
                  aggregate of the amounts made available to the Administrative
                  Agent by the Lenders and in like funds as received by the
                  Administrative Agent.

                  (c) Repayment. The principal amount of all Revolving Loans
         shall be due and payable in full on the Maturity Date.

                  (d) Revolving Notes. Each Lender's Revolving Commitment
         Percentage of the Revolving Loans shall be evidenced by a duly
         executed promissory note of the Borrower to such Lender in
         substantially the form of Schedule 2.1(d).

         SECTION 2.2       SFG REVOLVING LOANS SUBFACILITY.

                  (a) SFG Revolving Commitment. During the Commitment Period,
         subject to the terms and conditions hereof, each Lender severally
         agrees to make revolving credit loans ("SFG Revolving Loans") to the
         Borrowers from time to time for the purposes hereinafter set forth;
         provided, however, that (i) the aggregate amount of SFG Revolving
         Loans outstanding at any time shall not exceed SIXTY MILLION DOLLARS
         ($60,000,000), (ii) with regard to each Lender individually, the sum
         of such Lender's outstanding SFG Revolving Loans and Revolving Loans
         plus such Lender's Revolving Commitment Percentage of Swingline Loans
         plus such Lender's LOC Commitment Percentage of LOC Obligations shall
         not exceed such Lender's Revolving Commitment Percentage of the
         Revolving Committed Amount, and (iii) with regard to the Lenders
         collectively, the sum of the aggregate amount of outstanding SFG
         Revolving Loans plus Revolving Loans plus Swingline Loans plus LOC
         Obligations shall not exceed the Revolving Committed Amount. SFG
         Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate
         Loans, or a combination thereof, as a Borrower may request, and may be
         repaid and reborrowed in accordance with the provisions hereof. LIBOR
         Rate Loans shall be made by each Lender at its LIBOR Lending Office
         and Alternate Base Rate Loans at its Domestic Lending Office.


                                      29
<PAGE>   35

                  (b) SFG Revolving Loan Borrowings.

                           (i) Notice of Borrowing. A Borrower shall request a
                  SFG Revolving Loan borrowing by providing a Notice of
                  Borrowing (or telephone notice promptly confirmed in writing
                  by providing a Notice of Borrowing, which confirmation may be
                  by fax) to the Administrative Agent not later than 1:30 P.M.
                  (Charlotte, North Carolina time) on the date of requested
                  borrowing in the case of Alternate Base Rate Loans, and on
                  the third Business Day prior to the date of the requested
                  borrowing in the case of LIBOR Rate Loans. Each such Notice
                  of Borrowing shall be irrevocable and shall specify (A) that
                  a SFG Revolving Loan is requested, (B) the date of the
                  requested borrowing (which shall be a Business Day), (C) the
                  aggregate principal amount to be borrowed, (D) whether the
                  borrowing shall be comprised of Alternate Base Rate Loans,
                  LIBOR Rate Loans or a combination thereof, and if LIBOR Rate
                  Loans are requested, the Interest Period(s) therefor. If the
                  Borrower requesting the SFG Revolving Loan borrowing shall
                  fail to specify in any such Notice of Borrowing (I) an
                  applicable Interest Period in the case of a LIBOR Rate Loan,
                  then such notice shall be deemed to be a request for an
                  Interest Period of one month, or (II) the type of SFG
                  Revolving Loan requested, then such notice shall be deemed to
                  be a request for an Alternate Base Rate Loan hereunder. The
                  Administrative Agent shall give notice to each Lender
                  promptly upon receipt of each Notice of Borrowing, the
                  contents thereof and each such Lender's share thereof. All
                  SFG Revolving Loans made on the Closing Date shall bear
                  interest at the Alternate Base Rate until three (3) Business
                  Days after the Closing Date.

                           (ii) Advances. Each Lender will make its Revolving
                  Commitment Percentage of each SFG Revolving Loan borrowing
                  available to the Administrative Agent for the account of the
                  Borrower requesting such borrowing at the office of the
                  Administrative Agent specified in Schedule 9.2, or at such
                  other office as the Administrative Agent may designate in
                  writing, by 4:00 P.M. (Charlotte, North Carolina time) on the
                  date specified in the applicable Notice of Borrowing in
                  Dollars and in funds immediately available to the
                  Administrative Agent. Such borrowing will then be made
                  available to the Borrower requesting the borrowing by the
                  Administrative Agent by crediting the account of such
                  Borrower on the books of such office with the aggregate of
                  the amounts made available to the Administrative Agent by the
                  Lenders and in like funds as received by the Administrative
                  Agent.

                  (c) Repayment. The principal amount of all SFG Revolving
         Loans shall be due and payable in full on the Maturity Date.

                  (d) SFG Revolving Notes. Each Lender's Revolving Commitment
         Percentage of the SFG Revolving Loans shall be evidenced by a duly
         executed promissory note of the Borrower to such Lender in
         substantially the form of Schedule 2.2(d).


                                      30
<PAGE>   36

         SECTION 2.3       TERM A LOAN.

                  (a) Term A Loan. Subject to the terms and conditions hereof
         and in reliance upon the representations and warranties set forth
         herein, each Lender severally agrees to make available to the Parent
         Borrower on the Closing Date such Lender's Term Loan Commitment
         Percentage of a term loan in Dollars (the "Term A Loan") in the
         aggregate principal amount of SIX HUNDRED TWENTY-FIVE MILLION DOLLARS
         ($625,000,000) (the "Term A Loan Committed Amount") for the purposes
         hereinafter set forth. The Term A Loan may consist of Alternate Base
         Rate Loans or LIBOR Rate Loans, or a combination thereof, as the
         Parent Borrower may request; provided that the Term A Loans made on
         the Closing Date shall bear interest at the Alternate Base Rate until
         three (3) Business Days after the Closing Date. Amounts repaid on the
         Term A Loan may not be reborrowed. LIBOR Rate Loans shall be made by
         each Lender at its LIBOR Lending Office and Alternate Base Rate Loans
         at its Domestic Lending Office.

                  (b) Repayment of Term A Loan. The principal amount of the
         Term A Loan shall be repaid in twenty (20) consecutive fiscal
         quarterly installments as follows, unless accelerated sooner pursuant
         to Section 7.2:

<TABLE>
<CAPTION>

                                    TERM A LOAN
           PRINCIPAL                 PRINCIPAL
          AMORTIZATION             AMORTIZATION
         PAYMENT DATES                PAYMENT
         -------------             ------------
<S>                                <C>
     March 31, 2000                   $0

     June 30, 2000                    $0

     September 30, 2000               $0

     December 31, 2000                $0

     March 31, 2001                   $25,000,000

     June 30, 2001                    $25,000,000

     September 30, 2001               $25,000,000

     December 31, 2001                $25,000,000

     March 31, 2002                   $31,250,000

     June 30, 2002                    $31,250,000

     September 30, 2002               $31,250,000

     December 31, 2002                $31,250,000

     March 31, 2003                   $37,500,000

     June 30, 2003                    $37,500,000
</TABLE>


                                      31
<PAGE>   37

<TABLE>
<S>                                   <C>
     September 30, 2003               $37,500,000

     December 31, 2003                $37,500,000

     March 31, 2004                   25% of outstanding Term A
                                      Loan as of such date (up to
                                      $50,000,000)

     June 30, 2004                    25% of outstanding Term A
                                      Loan as of such date (up to
                                      $50,000,000)

     September 30, 2004               25% of outstanding Term A
                                      Loan as of such date (up to
                                      $50,000,000)

     Maturity Date                    Remaining amount of
                                      outstanding Term A Loan
</TABLE>

                  (c) Term A Notes. Each Lender's Term Loan Commitment
         Percentage of the Term A Loan outstanding as of the Closing Date shall
         be evidenced by a duly executed promissory note of the Parent Borrower
         to such Lender in substantially the form of Schedule 2.3(c).

         SECTION 2.4       SFG TERM LOAN.

                  (a) SFG Term Loan. Subject to the terms and conditions hereof
         and in reliance upon the representations and warranties set forth
         herein, each Lender severally agrees to make available to the
         Borrowers on the Closing Date such Lender's Term Loan Commitment
         Percentage of a term loan in Dollars (the "SFG Term Loan") in the
         aggregate principal amount of ONE HUNDRED EIGHTY MILLION DOLLARS
         ($180,000,000) (the "SFG Term Loan Committed Amount") for the purposes
         hereinafter set forth. The SFG Term Loan may consist of Alternate Base
         Rate Loans or LIBOR Rate Loans, or a combination thereof, as the
         Subsidiary Borrower may request; provided that the SFG Term Loans made
         on the Closing Date shall bear interest at the Alternate Base Rate
         until three (3) Business Days after the Closing Date. Amounts repaid
         on the SFG Term Loan may not be reborrowed. LIBOR Rate Loans shall be
         made by each Lender at its LIBOR Lending Office and Alternate Base
         Rate Loans at its Domestic Lending Office.

                  (b) Repayment of SFG Term Loan. The principal amount of the
         SFG Term Loan shall be repaid in full on or before the Maturity Date.


                                      32
<PAGE>   38

                  (c) SFG Term Notes. Each Lender's Term Loan Commitment
         Percentage of the SFG Term Loan outstanding as of the Closing Date
         shall be evidenced by a duly executed promissory note of the Borrowers
         to such Lender in substantially the form of Schedule 2.4(c).

         SECTION 2.5       SWINGLINE LOAN SUBFACILITY.

                  (a) Swingline Commitment. During the Commitment Period,
         subject to the terms and conditions hereof, the Swingline Lender, in
         its individual capacity, agrees to make certain revolving credit loans
         to the Parent Borrower (each a "Swingline Loan" and, collectively, the
         "Swingline Loans") for the purposes hereinafter set forth; provided,
         however, (i) the aggregate amount of Swingline Loans outstanding at
         any time shall not exceed TWENTY-FIVE MILLION DOLLARS ($25,000,000)
         (the "Swingline Committed Amount"), and (ii) the sum of the aggregate
         amount of outstanding Revolving Loans plus SFG Revolving Loans plus
         Swingline Loans plus LOC Obligations shall not exceed the Revolving
         Committed Amount. Swingline Loans hereunder may be repaid and
         reborrowed in accordance with the provisions hereof.

                  (b) Swingline Loan Borrowings.

                           (i) Notice of Borrowing and Disbursement. The
                  Swingline Lender will make Swingline Loans available to the
                  Parent Borrower on any Business Day upon request made by the
                  Parent Borrower not later than 3:00 P.M. (Charlotte, North
                  Carolina time) on such Business Day. A request for a
                  Swingline Loan borrowing shall be made in the form of a
                  Notice of Borrowing with appropriate modifications. Swingline
                  Loan borrowings hereunder shall be made in minimum amounts of
                  $100,000 and integral multiples of $100,000 in excess
                  thereof.

                           (ii) Repayment of Swingline Loans. Each Swingline
                  Loan borrowing shall be due and payable on the Maturity Date.
                  The Swingline Lender may, at any time, in its sole
                  discretion, by written notice to the Parent Borrower and the
                  Administrative Agent, demand repayment of its Swingline Loans
                  by way of a Revolving Loan borrowing, in which case the
                  Parent Borrower shall be deemed to have requested a Revolving
                  Loan borrowing comprised entirely of Alternate Base Rate
                  Loans in the amount of such Swingline Loans; provided,
                  however, that, in the following circumstances, any such
                  demand shall also be deemed to have been given one Business
                  Day prior to each of (i) the Maturity Date, (ii) the
                  occurrence of any Event of Default described in Section
                  7.1(e), (iii) upon acceleration of the Credit Party
                  Obligations hereunder, whether on account of an Event of
                  Default described in Section 7.1(e) or any other Event of
                  Default, and (iv) the exercise of remedies in accordance with
                  the provisions of Section 7.2 hereof (each such Revolving
                  Loan borrowing made on account of any such deemed request
                  therefor as provided herein being hereinafter referred to as
                  a "Mandatory Borrowing"). Each Lender hereby irrevocably
                  agrees to make such Revolving Loans promptly upon any such
                  request or deemed request on account of each Mandatory
                  Borrowing in the amount and in the manner specified in the
                  preceding sentence


                                      33
<PAGE>   39

                  and on the same such date notwithstanding (I) the amount of
                  Mandatory Borrowing may not comply with the minimum amount
                  for borrowings of Revolving Loans otherwise required
                  hereunder, (II) whether any conditions specified in Section
                  4.2 are then satisfied, (III) whether a Default or an Event
                  of Default then exists, (IV) failure of any such request or
                  deemed request for Revolving Loans to be made by the time
                  otherwise required in Section 2.1(b)(i), (V) the date of such
                  Mandatory Borrowing, or (VI) any reduction in the Revolving
                  Committed Amount or termination of the Revolving Commitments
                  immediately prior to such Mandatory Borrowing or
                  contemporaneously therewith. In the event that any Mandatory
                  Borrowing cannot for any reason be made on the date otherwise
                  required above (including, without limitation, as a result of
                  the commencement of a proceeding under the Bankruptcy Code
                  with respect to the Parent Borrower), then each Lender hereby
                  agrees that it shall forthwith purchase (as of the date the
                  Mandatory Borrowing would otherwise have occurred, but
                  adjusted for any payments received from the Parent Borrower
                  on or after such date and prior to such purchase) from the
                  Swingline Lender such participations in the outstanding
                  Swingline Loans as shall be necessary to cause each such
                  Lender to share in such Swingline Loans ratably based upon
                  its respective Revolving Commitment Percentage (determined
                  before giving effect to any termination of the Commitments
                  pursuant to Section 7.2), provided that (A) all interest
                  payable on the Swingline Loans shall be for the account of
                  the Swingline Lender until the date as of which the
                  respective participation is purchased, and (B) at the time
                  any purchase of participations pursuant to this sentence is
                  actually made, the purchasing Lender shall be required to pay
                  to the Swingline Lender interest on the principal amount of
                  such participation purchased for each day from and including
                  the day upon which the Mandatory Borrowing would otherwise
                  have occurred to but excluding the date of payment for such
                  participation, at the rate equal to, if paid within two (2)
                  Business Days of the date of the Mandatory Borrowing, the
                  Federal Funds Effective Rate, and thereafter at a rate equal
                  to the Alternate Base Rate.

                  (c) Interest on Swingline Loans. Subject to the provisions of
         Section 2.11(b), Swingline Loans shall bear interest at a per annum
         rate equal to the Alternate Base Rate plus the Applicable Percentage
         for Revolving Loans that are Alternate Base Rate Loans. Interest on
         Swingline Loans shall be payable in arrears on each Interest Payment
         Date.

                  (d) Swingline Note. The Swingline Loans shall be evidenced by
         a duly executed promissory note of the Parent Borrower to the
         Swingline Lender in the original amount of the Swingline Committed
         Amount and substantially in the form of Schedule 2.5(d).

         SECTION 2.6       LETTER OF CREDIT SUBFACILITY.

                  (a) Issuance. Subject to the terms and conditions hereof and
         of the LOC Documents, if any, and any other terms and conditions which
         the Issuing Lender may reasonably require, during the Commitment
         Period the Issuing Lender shall issue, and the


                                      34
<PAGE>   40

         Lenders shall participate in, Letters of Credit for the account of the
         Parent Borrower from time to time upon request in a form acceptable to
         the Issuing Lender; provided, however, that (i) the aggregate amount
         of LOC Obligations shall not at any time exceed ONE HUNDRED FIFTY
         MILLION DOLLARS ($150,000,000) (the "LOC Committed Amount"), (ii) the
         sum of the aggregate amount of Revolving Loans plus SFG Revolving
         Loans plus Swingline Loans plus LOC Obligations shall not at any time
         exceed the Revolving Committed Amount, (iii) all Letters of Credit
         shall be denominated in Dollars and (iv) Letters of Credit shall be
         issued for lawful corporate purposes and may be issued as standby
         letters of credit, including in connection with workers' compensation
         and other insurance programs, and trade letters of credit. Except as
         otherwise expressly agreed upon by the Issuing Lender and the
         Administrative Agent, no Letter of Credit shall have an original
         expiry date more than twelve (12) months from the date of issuance;
         provided, however, so long as no Default or Event of Default has
         occurred and is continuing and subject to the other terms and
         conditions to the issuance of Letters of Credit hereunder, the expiry
         dates of Letters of Credit may be extended annually or periodically
         from time to time on the request of the Parent Borrower or by
         operation of the terms of the applicable Letter of Credit to a date
         not more than twelve (12) months from the date of extension; provided,
         further, that no Letter of Credit, as originally issued or as
         extended, shall have an expiry date extending beyond the Maturity
         Date. Each Letter of Credit shall comply with the related LOC
         Documents. The issuance and expiry date of each Letter of Credit shall
         be a Business Day. First Union shall be the Issuing Lender on all
         Letters of Credit issued on or after the Closing Date. All currently
         outstanding letters of credit issued by First Union for the account of
         the Parent Borrower, its Subsidiaries, or any predecessor-in-interest
         of any of them, shall, as of the Closing Date, be considered Letters
         of Credit issued and subject to the terms of this Credit Agreement.

                  (b) Notice and Reports. The request for the issuance of a
         Letter of Credit shall be submitted to the Issuing Lender at least
         three (3) Business Days prior to the requested date of issuance. The
         Issuing Lender will promptly upon request provide to the
         Administrative Agent for dissemination to the Lenders a detailed
         report specifying the Letters of Credit which are then issued and
         outstanding and any activity with respect thereto which may have
         occurred since the date of any prior report, and including therein,
         among other things, the account party, the beneficiary, the face
         amount, expiry date as well as any payments or expirations which may
         have occurred. The Issuing Lender will further provide to the
         Administrative Agent promptly upon request copies of the Letters of
         Credit. The Issuing Lender will provide to the Administrative Agent
         promptly upon request a summary report of the nature and extent of LOC
         Obligations then outstanding.

                  (c) Participations. Each Lender upon issuance of a Letter of
         Credit (other than a Letter of Credit in an original face amount of
         less than $1,000,000) shall be deemed to have purchased without
         recourse a risk participation from the Issuing Lender in such Letter
         of Credit and the obligations arising thereunder and any collateral
         relating thereto, in each case in an amount equal to its LOC
         Commitment Percentage of the obligations under such Letter of Credit
         and shall absolutely, unconditionally and irrevocably assume, as
         primary obligor and not as surety, and be obligated to pay to the


                                      35
<PAGE>   41

         Issuing Lender therefor and discharge when due, its LOC Commitment
         Percentage of the obligations arising under such Letter of Credit,
         unless the Issuing Lender acted with gross negligence or willful
         misconduct in issuing such Letter of Credit. Without limiting the
         scope and nature of each Lender's participation in any Letter of
         Credit, to the extent that the Issuing Lender has not been reimbursed
         as required hereunder or under any LOC Document, each such Lender
         shall pay to the Issuing Lender its LOC Commitment Percentage of such
         unreimbursed drawing in same day funds on the day of notification by
         the Issuing Lender of an unreimbursed drawing pursuant to the
         provisions of subsection (d) below if such notice is received at or
         before 2:00 P.M. (Charlotte, North Carolina time), otherwise such
         payment shall be made at or before 12:00 Noon (Charlotte, North
         Carolina time) on the Business Day next succeeding the day such notice
         is received. The obligation of each Lender to so reimburse the Issuing
         Lender shall be absolute and unconditional and shall not be affected
         by the occurrence of a Default, an Event of Default or any other
         occurrence or event. Any such reimbursement shall not relieve or
         otherwise impair the obligation of the Parent Borrower to reimburse
         the Issuing Lender under any Letter of Credit, together with interest
         as hereinafter provided.

                  (d) Reimbursement. In the event of any drawing under any
         Letter of Credit, the Issuing Lender will promptly notify the Parent
         Borrower and the Administrative Agent. The Parent Borrower shall
         reimburse the Issuing Lender on the day of drawing under any Letter of
         Credit (either with the proceeds of a Swingline Loan or Revolving Loan
         obtained hereunder or otherwise) in same day funds as provided herein
         or in the LOC Documents. If the Parent Borrower shall fail to
         reimburse the Issuing Lender as provided herein, the unreimbursed
         amount of such drawing shall bear interest at a per annum rate equal
         to the Alternate Base Rate plus the Applicable Percentage. Unless the
         Parent Borrower shall immediately notify the Issuing Lender and the
         Administrative Agent of its intent to otherwise reimburse the Issuing
         Lender, the Parent Borrower shall be deemed to have requested a
         Swingline Loan, or if and to the extent Swingline Loans shall not be
         available, a Revolving Loan in the amount of the drawing as provided
         in subsection (e) below, the proceeds of which will be used to satisfy
         the reimbursement obligations. The Parent Borrower's reimbursement
         obligations hereunder shall be absolute and unconditional under all
         circumstances irrespective of any rights of set-off, counterclaim or
         defense to payment the Parent Borrower may claim or have against the
         Issuing Lender, the Administrative Agent, the Lenders, the beneficiary
         of the Letter of Credit drawn upon or any other Person, including
         without limitation any defense based on any failure of the Parent
         Borrower to receive consideration or the legality, validity,
         regularity or unenforceability of the Letter of Credit. The Issuing
         Lender will promptly notify the other Lenders of the amount of any
         unreimbursed drawing and each Lender shall promptly pay to the
         Administrative Agent for the account of the Issuing Lender in Dollars
         and in immediately available funds, the amount of such Lender's LOC
         Commitment Percentage of such unreimbursed drawing, unless the Issuing
         Lender acted with gross negligence or willful misconduct in issuing
         such Letter of Credit. Such payment shall be made on the day such
         notice is received by such Lender from the Issuing Lender if such
         notice is received at or before 2:00 P.M. (Charlotte, North Carolina
         time), otherwise such payment shall be made at or before 12:00 Noon
         (Charlotte, North Carolina time) on the Business Day next succeeding
         the day such notice


                                      36
<PAGE>   42

         is received. If such Lender does not pay such amount to the Issuing
         Lender in full upon such request, such Lender shall, on demand, pay to
         the Administrative Agent for the account of the Issuing Lender
         interest on the unpaid amount during the period from the date of such
         drawing until such Lender pays such amount to the Issuing Lender in
         full at a rate per annum equal to, if paid within two (2) Business
         Days of the date of drawing, the Federal Funds Effective Rate and
         thereafter at a rate equal to the Alternate Base Rate. Each Lender's
         obligation to make such payment to the Issuing Lender, and the right
         of the Issuing Lender to receive the same, shall be absolute and
         unconditional, shall not be affected by any circumstance whatsoever
         and without regard to the termination of this Agreement or the
         Commitments hereunder, the existence of a Default or Event of Default
         or the acceleration of the Credit Party Obligations hereunder and
         shall be made without any offset, abatement, withholding or reduction
         whatsoever.

                  (e) Repayment with Revolving Loans. On any day on which the
         Borrower shall have requested, or been deemed to have requested, (i) a
         Swingline Loan borrowing to reimburse a drawing under a Letter of
         Credit, the Swingline Lender shall make the Swingline Loan advance
         pursuant to the terms of the request or deemed request in accordance
         with the provisions for Swingline Loan advances hereunder, or (ii) a
         Revolving Loan to reimburse a drawing under a Letter of Credit, the
         Administrative Agent shall give notice to the Lenders that a Revolving
         Loan has been requested or deemed requested in connection with a
         drawing under a Letter of Credit, in which case a Revolving Loan
         borrowing comprised entirely of Alternate Base Rate Loans (each such
         borrowing, a "Mandatory Borrowing") shall be immediately made (without
         giving effect to any termination of the Commitments pursuant to
         Section 7.2) pro rata based on each Lender's respective Revolving
         Commitment Percentage (determined before giving effect to any
         termination of the Commitments pursuant to Section 7.2) and in the
         case of both clauses (i) and (ii) the proceeds thereof shall be paid
         directly to the Issuing Lender for application to the respective LOC
         Obligations. Each Lender hereby irrevocably agrees to make such
         Revolving Loans immediately upon any such request or deemed request on
         account of each Mandatory Borrowing in the amount and in the manner
         specified in the preceding sentence and on the same such date
         notwithstanding (i) the amount of Mandatory Borrowing may not comply
         with the minimum amount for borrowings of Revolving Loans otherwise
         required hereunder, (ii) whether any conditions specified in Section
         4.2 are then satisfied, (iii) whether a Default or an Event of Default
         then exists, (iv) failure for any such request or deemed request for
         Revolving Loan to be made by the time otherwise required in Section
         2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any
         reduction in the Revolving Committed Amount after any such Letter of
         Credit may have been drawn upon. In the event that any Mandatory
         Borrowing cannot for any reason be made on the date otherwise required
         above (including, without limitation, as a result of the commencement
         of a proceeding under the Bankruptcy Code with respect to the Parent
         Borrower), then each such Lender hereby agrees that it shall forthwith
         fund (as of the date the Mandatory Borrowing would otherwise have
         occurred, but adjusted for any payments received from the Parent
         Borrower on or after such date and prior to such purchase) its
         Participation Interests in the outstanding LOC Obligations; provided,
         further, that in the event any Lender shall fail to fund its
         Participation Interest on the day the Mandatory Borrowing would
         otherwise have occurred, then the amount of such


                                      37
<PAGE>   43

         Lender's unfunded Participation Interest therein shall bear interest
         payable to the Issuing Lender upon demand, at the rate equal to, if
         paid within two (2) Business Days of such date, the Federal Funds
         Effective Rate, and thereafter at a rate equal to the Alternate Base
         Rate.

                  (f) Designation of Subsidiaries as Account Parties.
         Notwithstanding anything to the contrary set forth in this Agreement,
         including without limitation Section 2.6(a), a Letter of Credit issued
         hereunder may contain a statement to the effect that such Letter of
         Credit is issued for the account of a Subsidiary of the Parent
         Borrower, provided that notwithstanding such statement, the Parent
         Borrower shall be the actual account party for all purposes of this
         Agreement for such Letter of Credit and such statement shall not
         affect the Parent Borrower's reimbursement obligations hereunder with
         respect to such Letter of Credit.

                  (g) Modification, Extension. The issuance of any supplement,
         modification, amendment, renewal, or extension to any Letter of Credit
         shall, for purposes hereof, be treated in all respects the same as the
         issuance of a new Letter of Credit hereunder.

                  (h) Uniform Customs and Practices/International Standby
         Practices 1998. The Issuing Lender shall have the Letters of Credit be
         subject to The Uniform Customs and Practice for Documentary Credits
         (the "UCP") or the International Standby Practices 1998 (the "ISP98"),
         in either case as published as of the date of issue by the
         International Chamber of Commerce, in which case the UCP or ISP98, as
         applicable, may be incorporated therein and deemed in all respects to
         be a part thereof.

         SECTION 2.7       FEES.

                  (a) Commitment Fee. In consideration of the Revolving
         Commitment, the Borrowers jointly and severally agree to pay to the
         Administrative Agent for the ratable benefit of the Lenders a
         commitment fee (the "Commitment Fee") in an amount equal to the
         Applicable Percentage per annum on the average daily unused amount of
         the Revolving Committed Amount. For purposes of computing the
         Commitment Fee hereunder, (i) Swingline Loans and LOC Obligations
         shall be considered usage under the aggregate Revolving Committed
         Amount and (ii) each Swingline Loan shall be considered usage under
         the Revolving Commitment of the Swingline Lender only unless and until
         the other Lenders purchase participation interests in such Swingline
         Loan pursuant to Section 2.5(b)(ii). The Commitment Fee shall be
         payable quarterly in arrears on the 15th day following the last day of
         each calendar quarter for the prior calendar quarter and upon
         termination of the Revolving Commitments.

                  (b) Letter of Credit Fees. In consideration of the LOC
         Commitments, the Parent Borrower agrees to pay to the Issuing Lender a
         fee (the "Letter of Credit Fee") equal to the Applicable Percentage
         per annum on the average daily maximum amount available to be drawn
         under each Letter of Credit from the date of issuance (or in the case
         of Letters of Credit outstanding on the Closing Date, from the Closing
         Date) to the date of expiration. In addition to such Letter of Credit
         Fee, the Issuing Lender may charge,


                                      38
<PAGE>   44

         and retain for its own account without sharing by the other Lenders,
         an additional facing fee of one-eighth of one percent (1/8%) per annum
         on the average daily maximum amount available to be drawn under each
         such Letter of Credit issued by it. The Issuing Lender shall promptly
         pay over to the Administrative Agent for the ratable benefit of the
         Lenders (including the Issuing Lender) the Letter of Credit Fee. The
         Letter of Credit Fee shall be payable quarterly in arrears on the 15th
         day following the last day of each calendar quarter for the prior
         calendar quarter.

                  (c) Issuing Lender Fees. In addition to the Letter of Credit
         Fees payable pursuant to subsection (b) above, the Parent Borrower
         shall pay to the Issuing Lender for its own account without sharing by
         the other Lenders the reasonable and customary charges from time to
         time of the Issuing Lender with respect to the amendment, transfer,
         administration, cancellation and conversion of, and drawings under,
         such Letters of Credit (collectively, the "Issuing Lender Fees").

                  (d) Administrative Fee. The Borrower agrees to pay to the
         Agents the annual administrative fee as described in the Fee Letter.

         SECTION 2.8       REDUCTION OR INCREASE OF THE REVOLVING COMMITMENTS.

                  (a) Voluntary Reductions. The Borrowers shall have the right
         to terminate or permanently reduce the unused portion of the Revolving
         Committed Amount at any time or from time to time upon not less than
         three Business Days' prior notice to the Administrative Agent (which
         shall notify the Lenders thereof as soon as practicable) of each such
         termination or reduction, which notice shall specify the effective
         date thereof and the amount of any such reduction which shall be in a
         minimum amount of $2,000,000 or a whole multiple of $1,000,000 in
         excess thereof and shall be irrevocable and effective upon receipt by
         the Administrative Agent, provided that no such reduction or
         termination shall be permitted if after giving effect thereto, and to
         any prepayments of the Loans made on the effective date thereof, the
         sum of the then outstanding aggregate principal amount of the
         Revolving Loans plus SFG Revolving Loans plus Swingline Loans plus LOC
         Obligations would exceed the Revolving Committed Amount after such
         proposed reduction.

                  (b) Mandatory Reductions. On any date that the Revolving
         Loans and SFG Revolving Loans are required to be prepaid pursuant to
         the terms of Section 2.9(b)(iv)(B)(3), the Revolving Committed Amount
         shall be automatically permanently reduced by the amount of Revolving
         Loans and SFG Revolving Loans prepaid, respectively.

                  (c) Maturity Date. The Revolving Commitments, the LOC
         Commitments and the Swingline Commitment shall automatically terminate
         on the Maturity Date.

                  (d) Increase of Revolving Committed Amount. The Parent
         Borrower shall have the right from time to time to increase the
         Revolving Committed Amount up to a total amount of $945,000,000 by
         adding to this Agreement one or more other lenders


                                      39
<PAGE>   45

         (which may include any Lender (with the consent of such Lender)) (each
         such lender an "Additional Lender") with the approval of the
         Administrative Agent (not to be unreasonably withheld) and with notice
         to each Lender, each of which Additional Lenders shall have entered
         into an agreement in form and substance satisfactory to the Parent
         Borrower and the Administrative Agent pursuant to which such
         Additional Lender shall undertake a Revolving Commitment (and if any
         such Additional Lender is a Lender, its Revolving Commitment shall be
         in addition to such Lender's Revolving Commitment hereunder) in an
         amount at least equal to $10,000,000 or a larger integral multiple of
         $1,000,000, and upon the effectiveness of such agreement (the date of
         the effectiveness of any such agreement being hereinafter referred to
         as the "Increased Commitment Date") such Additional Lender shall
         thereupon become a "Lender" for all purposes of this Agreement;
         provided, however, any increase in the Revolving Committed Amount
         pursuant to this Section 2.8(d) shall not increase the aggregate
         amount of SFG Revolving Loans available pursuant to Section 2.2(a). On
         the Increased Commitment Date, each Additional Lender shall by
         assignments from the other Lenders (which assignments shall be deemed
         to occur hereunder automatically, and without any requirement for
         additional documentation, on the Increased Commitment Date) acquire a
         portion of the Revolving Loans, SFG Revolving Loans and Participation
         Interests of the other Lenders (and the Lenders shall, through the
         Administrative Agent, make such other adjustments among themselves as
         shall be necessary) so that after giving effect to such assignments
         and adjustments the Lenders shall hold Revolving Loans, SFG Revolving
         Loans and Participation Interests hereunder ratably in accordance with
         their respective Revolving Commitments and LOC Commitments. The Parent
         Borrower shall compensate each Lender whose outstanding Revolving
         Loans have decreased as a result of the foregoing assignments and
         adjustments as if such decrease were a payment or prepayment referred
         to in Section 2.17 hereof.

                  Notwithstanding the foregoing, the increase in the aggregate
         Revolving Commitments hereunder pursuant to this Section 2.8 shall be
         effective only if:

                           (i) the Parent Borrower shall have given the
                  Administrative Agent notice of any such increase at least
                  five Business Days prior to any such Increased Commitment
                  Date;

                           (ii) no Default or Event of Default shall have
                  occurred and be continuing as of the date of the notice
                  referred to in the foregoing clause (i) or on the Increased
                  Commitment Date; and

                           (iii) the resulting aggregate amount of the
                  Revolving Commitments is no greater than $945,000,000.

         SECTION 2.9       PREPAYMENTS.

                  (a) Optional Prepayments. The Borrowers shall have the right
         to prepay Loans in whole or in part from time to time; provided,
         however, that (i) each partial prepayment of Alternate Base Rate Loans
         shall be in a minimum principal amount of


                                      40
<PAGE>   46

         $1,000,000 and integral multiples of $500,000 in excess thereof, (ii)
         each partial prepayment of LIBOR Rate Loans shall be in a minimum
         principal amount of $5,000,000 and integral multiples of $1,000,000 in
         excess thereof and (iii) each prepayment of Swingline Loans shall be
         in a minimum principal amount of $100,000 and integral multiples of
         $100,000 in excess thereof. The Borrower making the voluntary
         prepayment shall give irrevocable written notice (or telephone notice
         promptly confirmed in writing which confirmation may be by fax) to the
         Administrative Agent (which shall notify the Lenders thereof as soon
         as practicable) not later than 1:30 P.M. (Charlotte, North Carolina
         time) on the date of the requested prepayment in the case of Alternate
         Base Rate Loans, and on the third Business Day prior to the date of
         the requested prepayment in the case of LIBOR Rate Loans. Subject to
         the foregoing terms, amounts prepaid under this Section 2.9(a) shall
         be applied as the Borrower may elect; provided, however, if the
         Borrower shall fail to elect an order of prepayment, such amounts
         shall be applied (A) first to prepay Revolving Loans and/or SFG
         Revolving Loans outstanding at such time until paid in full without a
         corresponding reduction in the Revolving Commitment, (B) second pro
         rata to the Term A Loans (ratably to the remaining principal
         installments thereof) and (C) third pro rata to the SFG Term Loans
         (ratably to the remaining principal installments thereof). Within the
         parameters of the applications set forth above, prepayments shall be
         applied first to Alternate Base Rate Loans and then to LIBOR Rate
         Loans in direct order of Interest Period maturities. All prepayments
         under this Section 2.9(a) shall be subject to Section 2.19, but
         otherwise without premium or penalty. Interest on the principal amount
         prepaid shall be payable on the next occurring Interest Payment Date
         that would have occurred had such loan not been prepaid. Amounts
         prepaid on the Swingline Loans, the Revolving Loans and the SFG
         Revolving Loans may be reborrowed in accordance with the terms hereof.
         Amounts prepaid on the Term Loans may not be reborrowed.

                  (b) Mandatory Prepayments.

                           (i) Revolving Committed Amount. If at any time after
                  the Closing Date, the sum of the aggregate principal amount
                  of outstanding Revolving Loans plus SFG Revolving Loans plus
                  Swingline Loans plus LOC Obligations shall exceed the
                  Revolving Committed Amount, the Borrower immediately shall
                  prepay the Revolving Loans and SFG Revolving Loans and (after
                  all Revolving Loans and SFG Revolving Loans have been repaid)
                  cash collateralize the LOC Obligations, in an amount
                  sufficient to eliminate such excess.

                           (ii) Asset Dispositions. Promptly following any
                  Asset Disposition which, together with prior Asset
                  Dispositions as to which no prepayment has been made, results
                  in Net Cash Proceeds in excess of $20,000,000 in any fiscal
                  year, the Borrowers shall prepay the Loans in an aggregate
                  amount equal to one hundred percent (100%) of the Net Cash
                  Proceeds derived from such Asset Disposition (such prepayment
                  to be applied as set forth in clause (iv) below).

                           (iii) Recovery Event. To the extent cash proceeds
                  received in connection with a Recovery Event are not applied
                  to repair, replace or relocate


                                      41
<PAGE>   47

                  damaged property or to purchase or otherwise acquire new
                  assets or property within 270 days following the receipt by a
                  Credit Party of such cash proceeds, the Borrowers shall
                  prepay the Loans in an aggregate amount equal to one hundred
                  percent (100%) of such remaining cash proceeds to the Lenders
                  (such prepayment to be applied as set forth in clause (iv)
                  below).

                           (iv) Application of Mandatory Prepayments. All
                  amounts required to be paid pursuant to this Section 2.9(b)
                  shall be applied as follows: (A) with respect to all amounts
                  prepaid pursuant to Section 2.9(b)(i), to Revolving Loans and
                  SFG Revolving Loans and (after all Revolving Loans and SFG
                  Revolving Loans have been repaid) to a cash collateral
                  account (held by the Administrative Agent for the ratable
                  benefit of the Lenders) in respect of LOC Obligations and (B)
                  with respect to all amounts prepaid pursuant to Sections
                  2.9(b)(ii) and (iii), (1) first pro rata to the Term A Loans
                  (ratably to the remaining principal installments thereof),
                  unless the asset was owned by the Subsidiary Borrower, in
                  which case, pro rata to the SFG Term Loans, (2) second pro
                  rata to the SFG Term Loans and (3) third pro rata to the
                  Revolving Loans and SFG Revolving Loans and (after all
                  Revolving Loans and SFG Revolving Loans have been repaid) to
                  a cash collateral account in respect of LOC Obligations.
                  Within the parameters of the applications set forth above,
                  prepayments shall be applied first to Alternate Base Rate
                  Loans and then to LIBOR Rate Loans in direct order of
                  Interest Period maturities. All prepayments under this
                  Section 2.9(b) shall be subject to Section 2.19 and be
                  accompanied by interest on the principal amount prepaid to
                  the date of prepayment. Amounts prepaid on Swingline Loans
                  and Revolving Loans may be reborrowed in accordance with the
                  terms hereof. Amounts prepaid on the Term Loans may not be
                  reborrowed.

         SECTION 2.10      MINIMUM BORROWING AMOUNTS AND PRINCIPAL AMOUNTS OF
                           TRANCHES.

                  (a) Each Alternate Base Rate Loan (other than Swingline
         Loans) borrowing shall be in a minimum amount of $1,000,000 and whole
         multiples of $500,000 in excess thereof.

                  (b) Each LIBOR Rate Loan borrowing shall be in a minimum
         amount of $5,000,000 and whole multiples of $1,000,000 in excess
         thereof.

                  (c) All borrowings, payments and prepayments in respect of
         Revolving Loans, SFG Revolving Loans and Term Loans shall be in such
         amounts and be made pursuant to such elections so that after giving
         effect thereto the aggregate principal amount of the Revolving Loans,
         SFG Revolving Loans and Term Loans comprising any Tranche shall either
         be zero or shall not be less than $5,000,000 or a whole multiple of
         $1,000,000 in excess thereof.


                                      42
<PAGE>   48

         SECTION 2.11      INTEREST; INTEREST PAYMENT DATES.

                  (a) Subject to the provisions of Section 2.11(b), all Loans
         (other than Swingline Loans) shall bear interest as follows:

                           (i) Alternate Base Rate Loans. During such periods
                  as Loans shall be comprised of Alternate Base Rate Loans,
                  each such Alternate Base Rate Loan shall bear interest at a
                  per annum rate equal to the sum of the Alternate Base Rate
                  plus the Applicable Percentage; and

                           (ii) LIBOR Rate Loans. During such periods as Loans
                  shall be comprised of LIBOR Rate Loans, each such LIBOR Rate
                  Loan shall bear interest at a per annum rate equal to the sum
                  of the LIBOR Rate plus the Applicable Percentage.

                  (b) Upon the occurrence, and during the continuance, of an
         Event of Default, the principal of and, to the extent permitted by
         law, interest on the Loans and any other amounts owing hereunder or
         under the other Credit Documents shall bear interest, payable on
         demand, at a per annum rate 2% greater than the applicable rate then
         in effect or, if no rate is then in effect, at a per annum rate 2%
         greater than the Alternate Base Rate.

                  (c) Interest on Loans shall be payable in arrears on each
         Interest Payment Date, subject to Section 2.14.

         SECTION 2.12      CONVERSION OPTIONS.

                  (a) Each Borrower may, in the case of Revolving Loans, SFG
         Revolving Loans and the Term Loans, elect from time to time to convert
         Alternate Base Rate Loans to LIBOR Rate Loans by giving irrevocable
         written notice (or telephone notice promptly confirmed in writing
         which confirmation may be by fax) to the Administrative Agent not
         later than 1:30 P.M. (Charlotte, North Carolina time) on the third
         Business Day prior to the date of the requested conversion. A form of
         Notice of Conversion/ Extension is attached as Schedule 2.12. If the
         date upon which an Alternate Base Rate Loan is to be converted to a
         LIBOR Rate Loan is not a Business Day, then such conversion shall be
         made on the next succeeding Business Day and during the period from
         such last day of an Interest Period to such succeeding Business Day
         such Loan shall bear interest as if it were an Alternate Base Rate
         Loan. All or any part of outstanding Alternate Base Rate Loans may be
         converted as provided herein, provided that (i) no Loan may be
         converted into a LIBOR Rate Loan when any Default or Event of Default
         has occurred and is continuing and (ii) partial conversions shall be
         in an aggregate principal amount of $5,000,000 or a whole multiple of
         $1,000,000 in excess thereof.

                  (b) Any LIBOR Rate Loans may be continued as such upon the
         expiration of an Interest Period with respect thereto by compliance by
         the applicable Borrower with the notice provisions contained in
         Section 2.12(a); provided, that no LIBOR Rate Loan may be continued as
         such when any Default or Event of Default has occurred and is


                                      43
<PAGE>   49

         continuing, in which case such Loan shall be automatically converted
         to an Alternate Base Rate Loan at the end of the applicable Interest
         Period with respect thereto. If the applicable Borrower shall fail to
         give timely notice of an election to continue a LIBOR Rate Loan, or
         the continuation of LIBOR Rate Loans is not permitted hereunder, such
         LIBOR Rate Loans shall be automatically converted to Alternate Base
         Rate Loans at the end of the applicable Interest Period with respect
         thereto.

         SECTION 2.13      COMPUTATION OF INTEREST AND FEES.

                  (a) Interest payable hereunder with respect to Alternate Base
         Rate Loans shall be calculated on the basis of a year of 365 days (or
         366 days, as applicable) for the actual days elapsed. All other fees,
         interest and all other amounts payable hereunder shall be calculated
         on the basis of a 360 day year for the actual days elapsed. The
         Administrative Agent shall as soon as practicable notify the
         applicable Borrower and the Lenders of each determination of a LIBOR
         Rate on the Business Day of the determination thereof. Any change in
         the interest rate on a Loan resulting from a change in the Alternate
         Base Rate shall become effective as of the opening of business on the
         day on which such change in the Alternate Base Rate shall become
         effective. The Administrative Agent shall as soon as practicable
         notify the Borrowers and the Lenders of the effective date and the
         amount of each such change.

                  (b) Each determination of an interest rate by the
         Administrative Agent pursuant to any provision of this Agreement shall
         be conclusive and binding on the Borrowers and the Lenders in the
         absence of manifest error. The Administrative Agent shall, at the
         request of a Borrower, deliver to such Borrower a statement showing
         the computations used by the Administrative Agent in determining any
         interest rate.

                  (c) It is the intent of the Lenders and the Credit Parties to
         conform to and contract in strict compliance with applicable usury law
         from time to time in effect. All agreements between the Lenders and
         the Credit Parties are hereby limited by the provisions of this
         paragraph which shall override and control all such agreements,
         whether now existing or hereafter arising and whether written or oral.
         In no way, nor in any event or contingency (including but not limited
         to prepayment or acceleration of the maturity of any obligation),
         shall the interest taken, reserved, contracted for, charged, or
         received under this Credit Agreement, under the Notes or otherwise,
         exceed the maximum nonusurious amount permissible under applicable
         law. If, from any possible construction of any of the Credit Documents
         or any other document, interest would otherwise be payable in excess
         of the maximum nonusurious amount, any such construction shall be
         subject to the provisions of this paragraph and such interest shall be
         automatically reduced to the maximum nonusurious amount permitted
         under applicable law, without the necessity of execution of any
         amendment or new document. If any Lender shall ever receive anything
         of value which is characterized as interest on the Loans under
         applicable law and which would, apart from this provision, be in
         excess of the maximum nonusurious amount, an amount equal to the
         amount which would have been excessive interest shall, without
         penalty, be applied to the reduction of the principal amount owing on
         the Loans and not to the payment of interest, or refunded to the


                                      44
<PAGE>   50

         applicable Borrower or the other payor thereof if and to the extent
         such amount which would have been excessive exceeds such unpaid
         principal amount of the Loans. The right to demand payment of the
         Loans or any other Indebtedness evidenced by any of the Credit
         Documents does not include the right to receive any interest which has
         not otherwise accrued on the date of such demand, and the Lenders do
         not intend to charge or receive any unearned interest in the event of
         such demand. All interest paid or agreed to be paid to the Lenders
         with respect to the Loans shall, to the extent permitted by applicable
         law, be amortized, prorated, allocated, and spread throughout the full
         stated term (including any renewal or extension) of the Loans so that
         the amount of interest on account of such indebtedness does not exceed
         the maximum nonusurious amount permitted by applicable law.

         SECTION 2.14      PRO RATA TREATMENT AND PAYMENTS.

         Each borrowing of Revolving Loans or SFG Revolving Loans and any
reduction of the Revolving Commitments shall be made pro rata according to the
respective Commitment Percentages of the Lenders. Each payment under this
Agreement or any Note shall be applied, first, to any fees then due and owing
by the Borrowers pursuant to Section 2.7, second, to interest then due and
owing in respect of the Notes of the Borrowers and, third, to principal then
due and owing hereunder and under the Notes of the Borrowers. Each payment on
account of any fees pursuant to Section 2.7 shall be made pro rata in
accordance with the respective amounts due and owing (except as to the portion
of the Letter of Credit Fee retained by the Issuing Lender, the Issuing Lender
Fees and fees payable to the Agents). Each payment (other than prepayments) by
the Borrowers on account of principal of and interest on the Revolving Loans,
SFG Revolving Loans and on the Term Loans shall be made pro rata according to
the respective amounts due and owing in accordance with Section 2.9(a) hereof.
Each optional prepayment on account of principal of the Loans shall be applied
to such of the Loans as the applicable Borrower may designate (to be applied
pro rata among the Lenders); provided, that prepayments made pursuant to
Section 2.17 shall be applied in accordance with such section. Each mandatory
prepayment on account of principal of the Loans shall be applied in accordance
with Section 2.9(b). All payments (including prepayments) to be made by the
Borrowers on account of principal, interest and fees shall be made without
defense, set-off or counterclaim (except as provided in Section 2.20(b)) and
shall be made to the Administrative Agent for the account of the Lenders at the
Administrative Agent's office specified on Schedule 9.2 in Dollars and in
immediately available funds not later than 2:00 P.M. (Charlotte, North Carolina
time) on the date when due. The Administrative Agent shall distribute such
payments to the Lenders entitled thereto promptly upon receipt in like funds as
received. If any payment hereunder (other than payments on the LIBOR Rate
Loans) becomes due and payable on a day other than a Business Day, such payment
shall be extended to the next succeeding Business Day, and, with respect to
payments of principal, interest thereon shall be payable at the then applicable
rate during such extension. If any payment on a LIBOR Rate Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which
event such payment shall be made on the immediately preceding Business Day.


                                      45
<PAGE>   51

         SECTION 2.15      NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.

                  (a) Unless the Administrative Agent shall have been notified
         in writing by a Lender prior to the date a Loan is to be made by such
         Lender (which notice shall be effective upon receipt) that such Lender
         does not intend to make the proceeds of such Loan available to the
         Administrative Agent, the Administrative Agent may assume that such
         Lender has made such proceeds available to the Administrative Agent on
         such date, and the Administrative Agent may in reliance upon such
         assumption (but shall not be required to) make available to the
         applicable Borrower a corresponding amount. If such corresponding
         amount is not in fact made available to the Administrative Agent, the
         Administrative Agent shall be able to recover such corresponding
         amount from such Lender. If such Lender does not pay such
         corresponding amount forthwith upon the Administrative Agent's demand
         therefor, the Administrative Agent will promptly notify the Borrower
         that received such corresponding amount, and such Borrower shall
         immediately pay such corresponding amount to the Administrative Agent.
         The Administrative Agent shall also be entitled to recover from the
         Lender or such Borrower, as the case may be, interest on such
         corresponding amount in respect of each day from the date such
         corresponding amount was made available by the Administrative Agent to
         such Borrower to the date such corresponding amount is recovered by
         the Administrative Agent at a per annum rate equal to (i) from such
         Borrower at the applicable rate for the applicable borrowing pursuant
         to the Notice of Borrowing and (ii) from a Lender at the Federal Funds
         Effective Rate.

                  (b) Unless the Administrative Agent shall have been notified
         in writing by a Borrower, prior to the date on which any payment is
         due from it hereunder (which notice shall be effective upon receipt)
         that such Borrower does not intend to make such payment, the
         Administrative Agent may assume that such Borrower has made such
         payment when due, and the Administrative Agent may in reliance upon
         such assumption (but shall not be required to) make available to each
         Lender on such payment date an amount equal to the portion of such
         assumed payment to which such Lender is entitled hereunder, and if
         such Borrower has not in fact made such payment to the Administrative
         Agent, such Lender shall, on demand, repay to the Administrative Agent
         the amount made available to such Lender. If such amount is repaid to
         the Administrative Agent on a date after the date such amount was made
         available to such Lender, such Lender shall pay to the Administrative
         Agent on demand interest on such amount in respect of each day from
         the date such amount was made available by the Administrative Agent to
         such Lender to the date such amount is recovered by the Administrative
         Agent at a per annum rate equal to the Federal Funds Effective Rate.

                  (c) A certificate of the Administrative Agent submitted to
         any Borrower or any Lender with respect to any amount owing under this
         Section 2.15 shall be conclusive in the absence of manifest error.


                                      46
<PAGE>   52

         SECTION 2.16      INABILITY TO DETERMINE INTEREST RATE.

         Notwithstanding any other provision of this Agreement, if (i) the
Administrative Agent shall reasonably determine (which determination shall be
conclusive and binding absent manifest error) that, by reason of circumstances
affecting the relevant market, reasonable and adequate means do not exist for
ascertaining LIBOR for an Interest Period, or (ii) the Required Lenders shall
reasonably determine (which determination shall be conclusive and binding
absent manifest error) that the LIBOR Rate does not adequately and fairly
reflect the cost to such Lenders of funding LIBOR Rate Loans that a Borrower
has requested be outstanding as a LIBOR Tranche during an Interest Period, the
Administrative Agent shall forthwith give telephone notice of such
determination, confirmed in writing, to such Borrower, and the Lenders at least
two Business Days prior to the first day of such Interest Period. Unless the
Borrower shall have notified the Administrative Agent upon receipt of such
telephone notice that it wishes to rescind or modify its request regarding such
LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans
shall be made as Alternate Base Rate Loans and any Loans that were requested to
be converted into or continued as LIBOR Rate Loans shall be converted into
Alternate Base Rate Loans. Until any such notice has been withdrawn by the
Administrative Agent, no further Loans shall be made as, continued as, or
converted into, LIBOR Rate Loans for the Interest Periods so affected.

         SECTION 2.17      ILLEGALITY.

         Notwithstanding any other provision of this Agreement, if the adoption
of or any change in any Requirement of Law or in the interpretation or
application thereof by the relevant Governmental Authority to any Lender shall
make it unlawful for such Lender or its LIBOR Lending Office to make or
maintain LIBOR Rate Loans as contemplated by this Agreement or to obtain in the
interbank eurodollar market through its LIBOR Lending Office the funds with
which to make such Loans, (a) such Lender shall promptly notify the
Administrative Agent and the Borrowers thereof, (b) the commitment of such
Lender hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such
shall forthwith be suspended until the Administrative Agent shall give notice
that the condition or situation which gave rise to the suspension shall no
longer exist, and (c) such Lender's Loans then outstanding as LIBOR Rate Loans,
if any, shall be converted on the last day of the Interest Period for such
Loans or within such earlier period as required by law as Alternate Base Rate
Loans. The Borrowers hereby agree promptly to pay any Lender, upon its demand,
any additional amounts necessary to compensate such Lender for actual and
direct costs (but not including anticipated profits) reasonably incurred by
such Lender in making any repayment in accordance with this Section including,
but not limited to, any interest or fees payable by such Lender to lenders of
funds obtained by it in order to make or maintain its LIBOR Rate Loans
hereunder. A certificate as to any additional amounts payable pursuant to this
Section submitted by such Lender, through the Administrative Agent, to the
Borrowers shall be conclusive in the absence of manifest error. Each Lender
agrees to use reasonable efforts (including reasonable efforts to change its
LIBOR Lending Office) to avoid or to minimize any amounts which may otherwise
be payable pursuant to this Section; provided, however, that such efforts shall
not cause the imposition on such Lender of any additional costs or legal or
regulatory burdens deemed by such Lender in its sole discretion to be material.


                                      47
<PAGE>   53

         SECTION 2.18      REQUIREMENTS OF LAW.

                  (a) If the adoption of or any change in any Requirement of
         Law or in the interpretation or application thereof or compliance by
         any Lender with any request or directive (whether or not having the
         force of law) from any central bank or other Governmental Authority
         made subsequent to the date hereof:

                           (i) shall subject such Lender to any tax of any kind
                  whatsoever with respect to any Letter of Credit or any
                  application relating thereto, any LIBOR Rate Loan made by it,
                  or change the basis of taxation of payments to such Lender in
                  respect thereof (except for changes in the rate of tax on the
                  overall net income of such Lender);

                           (ii) shall impose, modify or hold applicable any
                  reserve, special deposit, compulsory loan or similar
                  requirement against assets held by, deposits or other
                  liabilities in or for the account of, advances, loans or
                  other extensions of credit by, or any other acquisition of
                  funds by, any office of such Lender which is not otherwise
                  included in the determination of the LIBOR Rate hereunder; or

                           (iii) shall impose on such Lender any other
                  condition;

         and the result of any of the foregoing is to increase the cost to such
         Lender of making or maintaining LIBOR Rate Loans or the Letters of
         Credit or to reduce any amount receivable hereunder or under any Note
         and such Lender's costs have increased with respect to other customers
         under similar circumstances, then, in any such case, the Borrowers
         shall promptly pay such Lender, upon its demand, any additional
         amounts necessary to compensate such Lender for such additional cost
         or reduced amount receivable which such Lender reasonably deems to be
         material as determined by such Lender with respect to its LIBOR Rate
         Loans or Letters of Credit. A certificate as to any additional amounts
         payable pursuant to this Section submitted by such Lender, through the
         Administrative Agent, to the Borrowers shall be conclusive in the
         absence of manifest error. Each Lender agrees to use reasonable
         efforts (including reasonable efforts to change its Domestic Lending
         Office or LIBOR Lending Office, as the case may be) to avoid or to
         minimize any amounts which might otherwise be payable pursuant to this
         paragraph of this Section; provided, however, that such efforts shall
         not cause the imposition on such Lender of any additional costs or
         legal or regulatory burdens deemed by such Lender to be material.

                  (b) If any Lender shall have reasonably determined that the
         adoption of or any change in any Requirement of Law regarding capital
         adequacy or in the interpretation or application thereof or compliance
         by such Lender or any corporation controlling such Lender with any
         request or directive regarding capital adequacy (whether or not having
         the force of law) from any central bank or Governmental Authority made
         subsequent to the date hereof does or shall have the effect of
         reducing the rate of return on such Lender's or such corporation's
         capital as a consequence of its obligations hereunder to a


                                      48
<PAGE>   54

         level below that which such Lender or such corporation could have
         achieved but for such adoption, change or compliance (taking into
         consideration such Lender's or such corporation's policies with
         respect to capital adequacy) by an amount reasonably deemed by such
         Lender to be material, and such Lender has experienced such effect
         with respect to other customers under similar circumstances, then from
         time to time, within fifteen (15) days after demand by such Lender,
         the Borrowers shall pay to such Lender such additional amount as shall
         be certified by such Lender as being required to compensate it for
         such reduction. Such a certificate as to any additional amounts
         payable under this Section submitted by a Lender (which certificate
         shall include a description of the basis for the computation), through
         the Administrative Agent, to the Borrowers shall be conclusive absent
         manifest error.

                  (c) The agreements in this Section 2.18 shall survive the
         termination of this Agreement and payment of the Notes and all other
         amounts payable hereunder.

         SECTION 2.19      INDEMNITY.

         The Borrowers hereby agree to indemnify each Lender and to hold such
Lender harmless from any funding loss or expense which such Lender may sustain
or incur as a consequence of (a) default by a Borrower in payment of the
principal amount of or interest on any Loan by such Lender in accordance with
the terms hereof, (b) default by a Borrower in accepting a borrowing after such
Borrower has given a notice in accordance with the terms hereof, (c) default by
a Borrower in making any prepayment after such Borrower has given a notice in
accordance with the terms hereof, and/or (d) the making by a Borrower of a
prepayment of a Loan, or the conversion thereof, on a day which is not the last
day of the Interest Period with respect thereto, in each case including, but
not limited to, any such loss or expense arising from interest or fees payable
by such Lender to lenders of funds obtained by it in order to maintain its
Loans hereunder. A certificate as to any additional amounts payable pursuant to
this Section submitted by any Lender, through the Administrative Agent, to the
Borrowers (which certificate must be delivered to the Administrative Agent
within thirty days following such default, prepayment or conversion) shall be
conclusive in the absence of manifest error. The agreements in this Section
shall survive termination of this Agreement and payment of the Notes and all
other amounts payable hereunder.

         SECTION 2.20      TAXES.

                  (a) All payments made by the Borrowers hereunder or under any
         Note will be, except as provided in Section 2.20(b), made free and
         clear of, and without deduction or withholding for, any present or
         future taxes, levies, imposts, duties, fees, assessments or other
         charges of whatever nature now or hereafter imposed by any
         Governmental Authority or by any political subdivision or taxing
         authority thereof or therein with respect to such payments (but
         excluding any tax imposed on or measured by the net income or profits
         of a Lender) and all interest, penalties or similar liabilities with
         respect thereto (all such non-excluded taxes, levies, imposts, duties,
         fees, assessments or other charges being referred to collectively as
         "Taxes"). If any Taxes are so levied or imposed, the Borrowers agree
         to pay the full amount of such Taxes, and such additional amounts as


                                      49
<PAGE>   55

         may be necessary so that every payment of all amounts due under this
         Agreement or under any Note, after withholding or deduction for or on
         account of any Taxes, will not be less than the amount provided for
         herein or in such Note. The Borrowers will furnish to the
         Administrative Agent as soon as practicable after the date the payment
         of any Taxes is due pursuant to applicable law certified copies (to
         the extent reasonably available and required by law) of tax receipts
         evidencing such payment by the Borrowers. The Borrowers agree to
         indemnify and hold harmless each Lender, and reimburse such Lender
         upon its written request, for the amount of any Taxes so levied or
         imposed and paid by such Lender but excluding any interest or
         penalties caused by such Lender's failure to pay any such taxes when
         due.

                  (b) Each Lender that is not a United States person (as such
         term is defined in Section 7701(a)(30) of the Code) agrees to deliver
         to the Borrowers and the Administrative Agent on or prior to the
         Closing Date, or in the case of a Lender that is an assignee or
         transferee of an interest under this Agreement pursuant to Section
         9.6(d) (unless the respective Lender was already a Lender hereunder
         immediately prior to such assignment or transfer), on the date of such
         assignment or transfer to such Lender, (i) if the Lender is a "bank"
         within the meaning of Section 881(c)(3)(A) of the Code, two accurate
         and complete original signed copies of Internal Revenue Service Form
         4224 or 1001 (or successor forms) certifying such Lender's entitlement
         to a complete exemption from United States withholding tax with
         respect to payments to be made under this Agreement and under any
         Note, or (ii) if the Lender is not a "bank" within the meaning of
         Section 881(c)(3)(A) of the Code, either Internal Revenue Service Form
         1001 or 4224 as set forth in clause (i) above, or (x) a certificate
         substantially in the form of Schedule 2.20 (any such certificate, a
         "2.20 Certificate") and (y) two accurate and complete original signed
         copies of Internal Revenue Service Form W-8 (or successor form)
         certifying such Lender's entitlement to an exemption from United
         States withholding tax with respect to payments of interest to be made
         under this Agreement and under any Note. In addition, each Lender
         agrees that it will deliver upon any Borrower's request updated
         versions of the foregoing, as applicable, whenever the previous
         certification has become obsolete or inaccurate in any material
         respect, together with such other forms as may be required in order to
         confirm or establish the entitlement of such Lender to a continued
         exemption from or reduction in United States withholding tax with
         respect to payments under this Agreement and any Note. Notwithstanding
         anything to the contrary contained in Section 2.20(a), but subject to
         the immediately succeeding sentence, (x) the Borrowers shall be
         entitled, to the extent it is required to do so by law, to deduct or
         withhold Taxes imposed by the United States (or any political
         subdivision or taxing authority thereof or therein) from interest,
         fees or other amounts payable hereunder for the account of any Lender
         which is not a United States person (as such term is defined in
         Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes
         to the extent that such Lender has not provided to the Borrowers U.S.
         Internal Revenue Service Forms that establish a complete exemption
         from such deduction or withholding and (y) the Borrowers shall not be
         obligated pursuant to Section 2.20(a) hereof to gross-up payments to
         be made to a Lender in respect of Taxes imposed by the United States
         if (I) such Lender has not provided to the Borrowers the Internal
         Revenue Service Forms required to be provided to the Borrowers
         pursuant to this Section 2.20(b) or (II) in the case of a


                                      50
<PAGE>   56

         payment, other than interest, to a Lender described in clause (ii)
         above, to the extent that such Forms do not establish a complete
         exemption from withholding of such Taxes. Notwithstanding anything to
         the contrary contained in the preceding sentence or elsewhere in this
         Section 2.20, the Borrowers agree to pay additional amounts and to
         indemnify each Lender in the manner set forth in Section 2.20(a)
         (without regard to the identity of the jurisdiction requiring the
         deduction or withholding) in respect of any amounts deducted or
         withheld by it as described in the immediately preceding sentence as a
         result of any changes after the Closing Date in any applicable law,
         treaty, governmental rule, regulation, guideline or order, or in the
         interpretation thereof, relating to the deducting or withholding of
         Taxes.

                  (c) Each Lender agrees to use reasonable efforts (including
         reasonable efforts to change its Domestic Lending Office or LIBOR
         Lending Office, as the case may be) to avoid or to minimize any
         amounts which might otherwise be payable pursuant to this Section;
         provided, however, that such efforts shall not cause the imposition on
         such Lender of any additional costs or legal or regulatory burdens
         deemed by such Lender in its sole discretion to be material.

                  (d) If the Borrowers pay any additional amount pursuant to
         this Section 2.20 with respect to a Lender, such Lender shall use
         reasonable efforts to obtain a refund of tax or credit against its tax
         liabilities on account of such payment; provided that such Lender
         shall have no obligation to use such reasonable efforts if either (i)
         it is in an excess foreign tax credit position or (ii) it believes in
         good faith, in its sole discretion, that claiming a refund or credit
         would cause adverse tax consequences to it. In the event that such
         Lender receives such a refund or credit, such Lender shall pay to the
         Borrowers an amount that such Lender reasonably determines is equal to
         the net tax benefit obtained by such Lender as a result of such
         payment by the Borrowers. In the event that no refund or credit is
         obtained with respect to the Borrowers' payments to such Lender
         pursuant to this Section 2.20(d), then such Lender shall upon request
         provide a certification that such Lender has not received a refund or
         credit for such payments. Nothing contained in this Section 2.20(d)
         shall require a Lender to disclose or detail the basis of its
         calculation of the amount of any tax benefit or any other amount or
         the basis of its determination referred to in the proviso to the first
         sentence of this Section 2.20(d) to the Borrowers or any other party.

                  (e) The agreements in this Section 2.20 shall survive the
         termination of this Agreement and the payment of the Notes and all
         other amounts payable hereunder.

         SECTION 2.21      INDEMNIFICATION; NATURE OF ISSUING LENDER'S DUTIES.

                  (a) In addition to its other obligations under Section 2.6,
         the Parent Borrower hereby agrees to protect, indemnify, pay and save
         each Issuing Lender harmless from and against any and all claims,
         demands, liabilities, damages, losses, costs, charges and expenses
         (including reasonable attorneys' fees) that the Issuing Lender may
         incur or be subject to as a consequence, direct or indirect, of (i)
         the issuance of any Letter of Credit or (ii) the failure of the
         Issuing Lender to honor a drawing under a Letter of Credit as a


                                      51
<PAGE>   57

         result of any act or omission, whether rightful or wrongful, of any
         present or future de jure or de facto government or governmental
         authority (all such acts or omissions, herein called "Government
         Acts").

                  (b) As between the Parent Borrower and the Issuing Lender,
         the Parent Borrower shall assume all risks of the acts, omissions or
         misuse of any Letter of Credit by the beneficiary thereof. The Issuing
         Lender shall not be responsible: (i) for the form, validity,
         sufficiency, accuracy, genuineness or legal effect of any document
         submitted by any party in connection with the application for and
         issuance of any Letter of Credit, even if it should in fact prove to
         be in any or all respects invalid, insufficient, inaccurate,
         fraudulent or forged; (ii) for the validity or sufficiency of any
         instrument transferring or assigning or purporting to transfer or
         assign any Letter of Credit or the rights or benefits thereunder or
         proceeds thereof, in whole or in part, that may prove to be invalid or
         ineffective for any reason; (iii) for failure of the beneficiary of a
         Letter of Credit to comply fully with conditions required in order to
         draw upon a Letter of Credit; (iv) for errors, omissions,
         interruptions or delays in transmission or delivery of any messages,
         by mail, cable, telegraph, telex or otherwise, whether or not they be
         in cipher; (v) for errors in interpretation of technical terms; (vi)
         for any loss or delay in the transmission or otherwise of any document
         required in order to make a drawing under a Letter of Credit or of the
         proceeds thereof; and (vii) for any consequences arising from causes
         beyond the control of the Issuing Lender, including, without
         limitation, any Government Acts. None of the above shall affect,
         impair, or prevent the vesting of the Issuing Lender's rights or
         powers hereunder.

                  (c) In furtherance and extension and not in limitation of the
         specific provisions hereinabove set forth, any action taken or omitted
         by the Issuing Lender, under or in connection with any Letter of
         Credit or the related certificates, if taken or omitted in good faith,
         shall not put such Issuing Lender under any resulting liability to the
         Parent Borrower. It is the intention of the parties that this
         Agreement shall be construed and applied to protect and indemnify the
         Issuing Lender against any and all risks involved in the issuance of
         the Letters of Credit, all of which risks are hereby assumed by the
         Parent Borrower, including, without limitation, any and all risks of
         the acts or omissions, whether rightful or wrongful, of any Government
         Authority. The Issuing Lender shall not, in any way, be liable for any
         failure by the Issuing Lender or anyone else to pay any drawing under
         any Letter of Credit as a result of any Government Acts or any other
         cause beyond the control of the Issuing Lender.

                  (d) Nothing in this Section 2.21 is intended to limit the
         reimbursement obligation of the Parent Borrower contained in Section
         2.6(d) hereof. The obligations of the Parent Borrower under this
         Section 2.21 shall survive the termination of this Agreement. No act
         or omissions of any current or prior beneficiary of a Letter of Credit
         shall in any way affect or impair the rights of the Issuing Lender to
         enforce any right, power or benefit under this Agreement.

                  (e) Notwithstanding anything to the contrary contained in
         this Section 2.21, the Parent Borrower shall have no obligation to
         indemnify any Issuing Lender in respect


                                      52
<PAGE>   58

         of any liability incurred by such Issuing Lender arising out of the
         gross negligence or willful misconduct of the Issuing Lender
         (including action not taken by an Issuing Lender), as determined by a
         court of competent jurisdiction.

         SECTION 2.22      JOINT AND SEVERAL LIABILITY OF THE BORROWERS.

                  (a) Each of the Borrowers is accepting joint and several
         liability hereunder with respect to the Joint and Several Obligations
         in consideration of the financial accommodation to be provided by the
         Lenders under Sections 2.2 and 2.4 of this Agreement, for the mutual
         benefit, directly and indirectly, of each of the Borrowers and in
         consideration of the undertakings of each of the Borrowers to accept
         joint and several liability for the Joint and Several Obligations of
         each of them under Sections 2.2 and 2.4.

                  (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
         Borrower with respect to the payment and performance of all of the
         Joint and Several Obligations arising under this Credit Agreement and
         the other Credit Documents, it being the intention of the parties
         hereto that all the Joint and Several 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 either of the Borrowers shall
         fail to make any payment with respect to any of the Joint and Several
         Obligations hereunder as and when due or to perform any of such Joint
         and Several Obligations in accordance with the terms thereof, then in
         each such event, the other Borrower will make such payment with
         respect to, or perform, such Joint and Several Obligations.

                  (d) The obligations of each Borrower under the provisions of
         this Section 2.22 constitute full recourse obligations of such
         Borrower, enforceable against it to the full extent of its properties
         and assets, irrespective of the validity, regularity or enforceability
         of this Credit Agreement or any other circumstances whatsoever.

                  (e) Except as otherwise expressly provided herein, each
         Borrower hereby waives notice of acceptance of its joint and several
         liability, notice of occurrence of any Default or Event of Default
         (except to the extent notice is expressly required to be given
         pursuant to the terms of this Credit Agreement), or of any demand for
         any payment 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 Joint and Several Obligations hereunder,
         any requirement of diligence and, generally, all demands, notices and
         other formalities of every kind in connection with this Credit
         Agreement. Each Borrower hereby assents to, and waives notice of, any
         extension or postponement of the time for the payment of any of the
         Joint and Several Obligations hereunder, the acceptance of any partial
         payment thereon, any waiver, consent or other action or acquiescence
         by the Administrative Agent or the Lenders at any time or times in
         respect of any default by a Borrower in the performance or
         satisfaction of any term, covenant, condition or provision of this
         Credit Agreement or any other Credit Document, any and


                                      53
<PAGE>   59

         all other indulgences whatsoever by the Administrative Agent or the
         Lenders in respect of any of the Joint and Several Obligations
         hereunder, and the taking, addition, substitution or release, in whole
         or in part, at any time or times, of any security for any of such
         Joint and Several Obligations or the addition, substitution or
         release, in whole or in part, of either Borrower. Without limiting the
         generality of the foregoing, each Borrower assents to any other action
         or delay in acting or any failure to act on the part of the
         Administrative Agent or the Lenders, 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 Section 2.22,
         afford grounds for terminating, discharging or relieving such
         Borrower, in whole or in part, from any of its obligations under this
         Section 2.22, it being the intention of each Borrower that, so long as
         any of the Joint and Several Obligations remain unsatisfied, the
         obligations of such Borrower under this Section 2.22 shall not be
         discharged except by performance and then only to the extent of such
         performance. The obligations of each Borrower under this Section 2.22
         shall not be diminished or rendered unenforceable by any winding up,
         reorganization, arrangement, liquidation, reconstruction or similar
         proceeding with respect to any reconstruction or similar proceeding
         with respect to a Borrower or any Lender. 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 a Borrower or any Lender.

                  (f) The provisions of this Section 2.22 are made for the
         benefit of the Administrative Agent and the Lenders and their
         respective successors and assigns, and may be enforced by any such
         Person from time to time against either of the Borrowers as often as
         occasion therefor may arise and without requirement on the part of any
         Lender first to marshal any of its claims or to exercise any of its
         rights against the other Borrower or to exhaust any remedies available
         to it against the other Borrower or to resort to any other source or
         means of obtaining payment of any of the Joint and Several Obligations
         or to elect any other remedy. Without limiting the generality of the
         foregoing, each Borrower hereby specifically waives the benefits of
         N.C. Gen. Stat. ss.ss.26-7 through 26-9, inclusive, to the extent
         applicable. The provisions of this Section 2.22 shall remain in effect
         until all the Joint and Several Obligations hereunder 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 Joint and
         Several Obligations, is rescinded or must otherwise be restored or
         returned by the Lenders upon the insolvency, bankruptcy or
         reorganization of either of the Borrowers, or otherwise, the
         provisions of this Section 2.22 will forthwith be reinstated and in
         effect as though such payment had not been made.

                  (g) Notwithstanding any provision to the contrary contained
         herein or in any other of the Credit Documents or Hedging Agreements,
         the obligations of each Borrower hereunder shall be limited to an
         aggregate amount equal to the largest amount that would not render its
         obligations hereunder subject to avoidance under Section 548 of the
         Bankruptcy Code or any comparable provisions of any applicable state
         law.


                                      54
<PAGE>   60

         SECTION 2.23      DEFAULTING LENDERS; LIMITATION ON CLAIMS.

                  (a) Generally. In addition to the rights and remedies that
         may be available to the Administrative Agent or the Borrowers under
         this Agreement or applicable law, if at any time a Lender is a
         Defaulting Lender such Defaulting Lender's right to participate in the
         administration of the Loans, this Agreement and the other Credit
         Documents, including without limitation, any right to vote in respect
         of, to consent to or to direct any action or inaction of the
         Administrative Agent or to be taken into account in the calculation of
         the Required Lenders, shall be suspended during the pendency of such
         failure or refusal. If a Lender is a Defaulting Lender because it has
         failed to make timely payment to the Administrative Agent of any
         amount required to be paid to the Administrative Agent hereunder
         (without giving effect to any notice or cure periods), in addition to
         other rights and remedies which the Administrative Agent or the
         Borrowers may have under the immediately preceding provisions or
         otherwise, the Administrative Agent shall be entitled (i) to collect
         interest from such Defaulting Lender on such delinquent payment for
         the period from the date on which the payment was due until the date
         on which the payment is made at the Federal Funds Effective Rate, (ii)
         to withhold or setoff and to apply in satisfaction of the defaulted
         payment and any related interest, any amounts otherwise payable to
         such Defaulting Lender under this Agreement or any other Credit
         Document until such defaulted payment and related interest has been
         paid in full and such default no longer exists and (iii) to bring an
         action or suit against such Defaulting Lender in a court of competent
         jurisdiction to recover the defaulted amount and any related interest.
         Any amounts received by the Administrative Agent in respect of a
         Defaulting Lender's Loans shall not be paid to such Defaulting Lender
         and shall be held uninvested by the Administrative Agent and either
         applied against the purchase price of such Loans under the following
         subsection (b) or paid to such Defaulting Lender upon the default of
         such Defaulting Lender being cured.

                  (b) Purchase of Defaulting Lender's Commitment. Any Lender
         who is not a Defaulting Lender shall have the right, but not the
         obligation, in its sole discretion, to acquire all of a Defaulting
         Lender's Commitment. If more than one Lender exercises such right,
         each such Lender shall have the right to acquire such proportion of
         such Defaulting Lender's Commitment on a pro rata basis. Upon any such
         purchase, the Defaulting Lender's interest in the Loans and its rights
         hereunder (but not its liability in respect thereof or under the
         Credit Documents or this Agreement to the extent the same relate to
         the period prior to the effective date of the purchase) shall
         terminate on the date of purchase, and the Defaulting Lender shall
         promptly execute all documents reasonably requested to surrender and
         transfer such interest to the purchaser thereof subject to and in
         accordance with the requirements set forth in Section 9.6, including
         an appropriate Commitment Transfer Supplement. The purchase price for
         the Commitment of a Defaulting Lender shall be equal to the sum of the
         amount of the principal balance of the Loans outstanding and owed by
         the Borrowers to the Defaulting Lender, plus any accrued interest with
         respect thereto, plus any fees or other amounts owed by the Borrowers
         to the Defaulting Lender. Prior to payment of such purchase price to a
         Defaulting Lender, the Administrative Agent shall apply against such
         purchase price any amounts retained by the Administrative Agent
         pursuant to the last sentence of the immediately preceding


                                      55
<PAGE>   61

         subsection (a). The Defaulting Lender shall be entitled to receive all
         amounts owed to it by the Borrowers on account of principal of and
         interest on the Loans and the Notes, and fees and other amounts due
         under the Credit Documents which accrued prior to the date of the
         default by the Defaulting Lender, to the extent the same are received
         by the Administrative Agent from or on behalf of the Borrowers. There
         shall be no recourse against any Lender or the Administrative Agent
         for the payment of such sums by the Borrowers except to the extent of
         the receipt of payments from any other party or in respect of the
         Loans.

         SECTION 2.24      REPLACEMENT OF LENDERS.

         If any Lender shall become affected by any of the changes or events
described in Sections 2.16, 2.17, 2.18 or 2.20 (any such Lender being
hereinafter referred to as a "Replaced Lender") and shall petition either
Borrower for any increased cost or amounts thereunder, then in such case,
either Borrower may, upon at least five (5) Business Days' notice to the
Administrative Agent and such Replaced Lender, designate a replacement lender
(a "Replacement Lender") acceptable to the Administrative Agent in its
reasonable discretion, to which such Replaced Lender shall, subject to its
receipt (unless a later date for the remittance thereof shall be agreed upon by
such Borrower and the Replaced Lender) of all amounts owed to such Replaced
Lender under Sections 2.16, 2.17, 218 or 2.20 assign all (but not less than
all) of its rights, obligations, Loans and Commitments hereunder; provided,
that all amounts owed to such Replaced Lender by the Borrowers (except
liabilities which by the terms hereof survive the payment in full of the Loans
and termination of this Agreement) shall be paid in full as of the date of such
assignment. Upon any assignment by any Lender pursuant to this Section 2.24
becoming effective, the Replacement Lender shall thereupon be deemed to be a
"Lender" for all purposes of this Agreement and such Replaced Lender shall
thereupon cease to be a "Lender" for all purposes of this Agreement and shall
have no further rights or obligations hereunder (other than pursuant to
Sections 2.16, 2.17, 2.18, 2.20 and 9.5 while such Replaced Lender was a
Lender).

Notwithstanding any Replaced Lender's failure or refusal to assign its rights,
obligations, Loans and Commitments under this Section 2.24, the Replaced Lender
shall cease to be a "Lender" for all purposes of this Agreement and the
Replacement Lender substituted therefor upon payment to the Replaced Lender by
the Replacement Lender of all amounts set forth in this Section 2.24 without
any further action of the Replaced Lender.


                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         To induce the Lenders to enter into this Agreement and to make the
Extensions of Credit herein provided for, the Credit Parties hereby represent
and warrant to the Administrative Agent and to each Lender that:


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<PAGE>   62

         SECTION 3.1       FINANCIAL CONDITION.

         The consolidated balance sheets and the related statements of income,
retained earnings and cash flows of Suiza and its Subsidiaries and of the
Subsidiary Borrower and its Subsidiaries for the fiscal year ending December
31, 1998 and for the fiscal quarter ending September 30, 1999, are complete and
correct and present fairly, in all material respects, the financial condition
of, and the results of operations for, such Persons as of such dates. All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as disclosed therein). None of the Parent Borrower or
its Subsidiaries has on the date hereof any material contingent liabilities,
liabilities for taxes, unusual forward or long-term commitments or unrealized
or anticipated losses from any unfavorable commitments, except as referred to
or reflected or provided for in the balance sheets referred to above.

         SECTION 3.2       NO CHANGE.

         Since December 31, 1998 (and after delivery of annual audited
financial statements in accordance with Section 5.1(a), from the date of the
most recently delivered annual audited financial statements) there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect.

         SECTION 3.3       CORPORATE EXISTENCE; COMPLIANCE WITH LAW.

         Each of the Parent Borrower and its Subsidiaries (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the requisite power and authority and
the legal right to own and operate all its material property, to lease the
material property it operates as lessee and to conduct the business in which it
is currently engaged, (c) is duly qualified to conduct business and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification except to the extent that the failure to so qualify or be in good
standing could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect and except for those Subsidiaries required to be so qualified
and in good standing pursuant to the terms of Section 5.16 following their
reorganization or restructure on or about the Closing Date and (d) is in
compliance with all Requirements of Law except to the extent that the failure
to comply therewith could not, in the aggregate, reasonably be expected to have
a Material Adverse Effect.

         SECTION 3.4       CORPORATE POWER; AUTHORIZATION; ENFORCEABLE
                           OBLIGATIONS.

         Each of the Borrowers and the other Credit Parties has full power and
authority and the legal right to make, deliver and perform the Credit Documents
to which it is party and has taken all necessary limited liability company or
corporate action to authorize the execution, delivery and performance by it of
the Credit Documents to which it is party. No consent or authorization of,
filing with, notice to or other act by or in respect of, any Governmental
Authority or any other Person is required in connection with the borrowings
hereunder or with the execution, delivery or performance of any Credit Document
by the Borrowers and the other Credit Parties (other


                                      57
<PAGE>   63

than those which have been obtained) or with the validity or enforceability of
any Credit Document against the Borrowers and the other Credit Parties (except
such filings as are necessary in connection with the perfection of the Liens
created by such Credit Documents). Each Credit Document to which it is a party
has been duly executed and delivered on behalf of each of the Borrowers and the
other Credit Parties, as the case may be. Each Credit Document to which it is a
party constitutes a legal, valid and binding obligation of each of the
Borrowers and the other Credit Parties, as the case may be, enforceable against
each of the Borrowers and Credit Parties, as the case may be, in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law).

         SECTION 3.5       NO LEGAL BAR; NO DEFAULT.

         The execution, delivery and performance of the Credit Documents, the
borrowings thereunder and the use of the proceeds of the Loans will not violate
any Requirement of Law or any Contractual Obligation of the Parent Borrower or
its Subsidiaries (except those as to which waivers or consents have been
obtained), and will not result in, or require, the creation or imposition of
any Lien on any of its or their respective properties or revenues pursuant to
any Requirement of Law or Contractual Obligation other than the Liens arising
under or contemplated in connection with the Credit Documents. Neither the
Parent Borrower nor any of its Subsidiaries is in default under or with respect
to any of its Contractual Obligations in any respect which could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.

         SECTION 3.6       NO MATERIAL LITIGATION.

         Except as set forth in Schedule 3.6, no litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the best knowledge of the Parent Borrower, threatened by or against the
Parent Borrower or any of its Subsidiaries or against any of its or their
respective properties or revenues (a) with respect to the Credit Documents or
any Loan or any of the transactions contemplated hereby, or (b) which, if
adversely determined, could reasonably be expected to have a Material Adverse
Effect.

         SECTION 3.7       GOVERNMENT ACTS.

                  (a) Neither the Parent Borrower nor any Credit Party is an
         "investment company", or a company "controlled" by an "investment
         company", within the meaning of the Investment Company Act of 1940, as
         amended.

                  (b) Neither the Parent Borrower nor any of its Subsidiaries
         is a "holding company", or an "affiliate" of a "holding company" or a
         "subsidiary company" of a "holding company", within the meaning of the
         Public Utility Holding Company Act of 1935, as amended.


                                      58
<PAGE>   64

         SECTION 3.8       MARGIN REGULATIONS.

         No part of the proceeds of any Loan hereunder will be used directly or
indirectly for any purpose which violates, or which would be inconsistent with,
the provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System as now and from time to time hereafter in effect. The aggregate
value of all "margin stock" owned by the Parent Borrower and its Subsidiaries
taken as a group does not exceed 25% of the value of their assets.

         SECTION 3.9       ERISA.

         Except as could not reasonably be expected to have a Material Adverse
Effect,

                  (a) neither a Reportable Event nor an "accumulated funding
         deficiency" (within the meaning of Section 412 of the Code or Section
         302 of ERISA) has occurred during the five-year period prior to the
         date on which this representation is made or deemed made with respect
         to any Plan, and each Plan has complied in all material respects with
         the applicable provisions of ERISA and the Code;

                  (b) no termination of a Single Employer Plan has occurred
         resulting in any liability that has remained underfunded, and no Lien
         in favor of the PBGC or a Plan has arisen, during such five-year
         period;

                  (c) the present value of all accrued benefits under each
         Single Employer Plan (based on those assumptions used to fund such
         Plans) did not, as of the last annual valuation date prior to the date
         on which this representation is made or deemed made, exceed the value
         of the assets of such Plan allocable to such accrued benefits; and

                  (d) neither the Parent Borrower, nor any of its Subsidiaries,
         nor any Commonly Controlled Entity is currently subject to any
         liability for a complete or partial withdrawal from a Multiemployer
         Plan.

         SECTION 3.10      ENVIRONMENTAL MATTERS.

         Except as to matters with respect to which the Parent Borrower and its
Subsidiaries could not reasonably be expected to incur liabilities in excess of
$30,000,000 in the aggregate:

                  (a) the facilities and properties owned, leased or operated
         by the Parent Borrower or any of its Subsidiaries (the "Real
         Properties") do not contain any Hazardous Materials in amounts or
         concentrations which (i) constitute a violation of, or (ii) could give
         rise to liability under, any Environmental Law;

                  (b) the Real Properties and all operations of the Parent
         Borrower and/or its Subsidiaries at the Real Properties are in
         compliance, and have in the last five years been in compliance, in all
         material respects with all applicable Environmental Laws, and there is
         no contamination at, under or about the Real Properties or violation
         of any


                                      59
<PAGE>   65

         Environmental Law with respect to the Real Properties or the business
         operated by the Parent Borrower or any of its Subsidiaries (the
         "Business");

                  (c) neither the Parent Borrower nor any of its Subsidiaries
         has received any written or actual notice of violation, alleged
         violation, non-compliance, liability or potential liability regarding
         environmental matters or compliance with Environmental Laws with
         regard to any of the Real Properties or the Business, nor does the
         Parent Borrower or any of its Subsidiaries have knowledge or reason to
         believe that any such notice will be received or is being threatened;

                  (d) Hazardous Materials have not been transported or disposed
         of from the Real Properties in violation of, or in a manner or to a
         location which could give rise to liability under any Environmental
         Law, nor have any Hazardous Materials been generated, treated, stored
         or disposed of at, on or under any of the Real Properties in violation
         of, or in a manner that could give rise to liability under, any
         applicable Environmental Law;

                  (e) no judicial proceeding or governmental or administrative
         action is pending or, to the knowledge of the Parent Borrower,
         threatened, under any Environmental Law to which the Parent Borrower
         or any Subsidiary is or will be named as a party with respect to the
         Real Properties or the Business, nor are there any consent decrees or
         other decrees, consent orders, administrative orders or other orders,
         or other administrative or judicial requirements outstanding under any
         Environmental Law with respect to the Real Properties or the Business;
         and

                  (f) there has been no release or threat of release of
         Hazardous Materials at or from the Real Properties, or arising from or
         related to the operations of the Parent Borrower or any Subsidiary in
         connection with the Real Properties or otherwise in connection with
         the Business, in violation of or in amounts or in a manner that could
         give rise to liability under Environmental Laws.

         SECTION 3.11      PURPOSE OF LOANS.

         The proceeds of the Loans hereunder shall be used solely by the
Borrowers to (i) refinance existing Indebtedness and (ii) provide for working
capital, Permitted Acquisitions and other general corporate purposes.
The Letters of Credit shall be used for general corporate purposes.

         SECTION 3.12      SUBSIDIARIES.

         Set forth on Schedule 3.12 is a complete and accurate list of all
Subsidiaries of the Parent Borrower. Information on the attached Schedule
includes state of incorporation; the number of shares of each class of Capital
Stock or other equity interests outstanding; the number and percentage of
outstanding shares of each class of stock owned by Parent Borrower or its
Subsidiaries; and the number and effect, if exercised, of all outstanding
options, warrants, rights of conversion or purchase and similar rights. The
outstanding Capital Stock and other equity interests of all such Subsidiaries
is validly issued, fully paid and non-assessable and is owned,


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<PAGE>   66

free and clear of all Liens (other than those arising under or contemplated in
connection with the Credit Documents). As of the Closing Date, there are no
Unrestricted Subsidiaries.

         SECTION 3.13      OWNERSHIP.

         Each of the Parent Borrower and its Subsidiaries (a) is the owner of,
and has good and marketable title to, all of its respective assets, except as
may be permitted pursuant to Section 6.12 hereof, and none of such assets is
subject to any Lien other than Permitted Liens and (b) enjoys peaceful and
undisturbed possession of all Real Properties that are necessary for the
operation and conduct of its business.

         SECTION 3.14      INDEBTEDNESS.

         Except as otherwise permitted under Section 6.1, the Parent Borrower
and its Subsidiaries have no Indebtedness.

         SECTION 3.15      TAXES.

         Each of the Parent Borrower and its Subsidiaries has filed, or caused
to be filed, all tax returns (federal, state, local and foreign) required to be
filed other than returns for which failure to file would not have a Material
Adverse Effect and paid (a) all amounts of taxes shown thereon to be due
(including interest and penalties) and (b) all other taxes, fees, assessments
and other governmental charges (including mortgage recording taxes, documentary
stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which
are not yet delinquent or (ii) that are being contested in good faith and by
proper proceedings, and against which adequate reserves are being maintained in
accordance with GAAP or (iii) for which nonpayment would not have a Material
Adverse Effect. Neither the Parent Borrower nor any of its Subsidiaries is
aware as of the Closing Date of any proposed tax assessments against it or any
of its Subsidiaries which could reasonably be expected to have a Material
Adverse Effect.

         SECTION 3.16      INTELLECTUAL PROPERTY.

         Each of the Parent Borrower and its Subsidiaries owns, or has the
legal right to use, all trademarks, tradenames, patents, copyrights,
technology, know-how and processes (collectively, the "Intellectual Property")
necessary for each of them to conduct its business as currently conducted.
Except as provided on Schedule 3.16, no claim has been asserted and is pending
by any Person challenging or questioning the use of any such Intellectual
Property or the validity or effectiveness of any such Intellectual Property,
nor does the Parent Borrower or any of its Subsidiaries know of any such claim,
and, to the knowledge of the Parent Borrower or any of its Subsidiaries, the
use of such Intellectual Property by the Parent Borrower or any of its
Subsidiaries does not infringe on the rights of any Person, except for such
claims and infringements that in the aggregate, could not reasonably be
expected to have a Material Adverse Effect.


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<PAGE>   67

         SECTION 3.17      SOLVENCY.

         The fair saleable value of all Credit Parties' assets, measured on a
going concern basis, exceeds all probable liabilities, including those to be
incurred pursuant to this Credit Agreement. The Credit Parties on a
consolidated basis, will not (a) have unreasonably small capital in relation to
the business in which they are engaged or (b) have incurred, or believe that
they will have incurred after giving effect to the transactions contemplated by
this Credit Agreement, Indebtedness beyond their ability to pay such
Indebtedness as it becomes due.

         SECTION 3.18      INVESTMENTS.

         All Investments of each of the Parent Borrower and its Subsidiaries
are Permitted Investments.

         SECTION 3.19      LOCATION OF CHIEF EXECUTIVE OFFICE.

         Set forth on Schedule 3.19 is the chief executive office and principal
place of business of each of the Parent Borrower and its Restricted
Subsidiaries. Schedule 3.19 may be updated from time to time by the Parent
Borrower to include new locations by giving written notice thereof to the
Administrative Agent.

         SECTION 3.20      NO BURDENSOME RESTRICTIONS.

         None of the Parent Borrower or any of its Subsidiaries is a party to
any agreement or instrument or subject to any other obligation or any charter
or corporate restriction or any provision of any applicable law, rule or
regulation which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

         SECTION 3.21      BROKERS' FEES.

         None of the Parent Borrower or any of its Subsidiaries has any
obligation to any Person in respect of any finder's, broker's, investment
banking or other similar fee in connection with any of the transactions
contemplated under the Credit Documents other than the closing and other fees
payable pursuant to this Credit Agreement and the Fee Letter.

         SECTION 3.22      LABOR MATTERS.

         None of the Parent Borrower or any of its Subsidiaries (i) is
currently suffering any strikes, walkouts, work stoppages or other material
labor difficulty, other than as set forth in Schedule 3.22 hereto or (ii) has
knowledge of any potential or pending strike, walkout or work stoppage.

         SECTION 3.23      ACCURACY AND COMPLETENESS OF INFORMATION.

         All factual information heretofore, contemporaneously or hereafter
furnished by or on behalf of the Parent Borrower or any of its Subsidiaries to
the Administrative Agent or any


                                      62
<PAGE>   68

Lender for purposes of or in connection with this Agreement or any other Credit
Document, or any transaction contemplated hereby or thereby, is or will be true
and accurate in all material respects and not incomplete by omitting to state
any material fact necessary to make such information not misleading. There is
no fact now known to the Parent Borrower or any of its Subsidiaries which has,
or could reasonably be expected to have, a Material Adverse Effect which fact
has not been set forth herein, in the financial statements of the Parent
Borrower and its Subsidiaries furnished to the Administrative Agent and/or the
Lenders, or in any certificate, opinion or other written statement made or
furnished by the Parent Borrower to the Administrative Agent and/or the
Lenders.

         SECTION 3.24      YEAR 2000 ISSUE.

         Except as could not reasonably be expected to have a Material Adverse
Effect, any reprogramming and related testing required to permit the proper
functioning of the Credit Parties' computer systems in and following the year
2000 are completed (that is, the Credit Parties are "Year 2000 Compliant"), and
the cost to the Credit Parties of such reprogramming and testing will not
result in a Default or Event of Default or a Material Adverse Effect. The
computer and management information systems of the Credit Parties and their
Subsidiaries are and, with ordinary course upgrading and maintenance, will
continue for the term of this Agreement to be, adequate for the conduct of its
business.

         SECTION 3.25      INTEREST RATE PROTECTION.

         The Borrowers have, as of the Closing Date, Hedging Agreements in
place protecting against fluctuations in interest rates which provide for
coverage of not less than fifty percent (50%) of the original principal amount
of the Term Loans for a period of not less than two (2) years.


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         SECTION 4.1       CONDITIONS TO CLOSING DATE AND INITIAL REVOLVING
                           LOANS, SFG REVOLVING LOANS AND TERM LOANS.

         This Agreement shall become effective upon, and the obligation of each
Lender to make the initial Extension of Credit on the Closing Date is subject
to, the satisfaction of the following conditions precedent:

                  (a) Execution of Agreement. The Administrative Agent shall
         have received (i) counterparts of this Agreement, executed by a duly
         authorized officer of each party hereto, (ii) for the account of each
         Lender, Revolving Notes, SFG Revolving Notes and Term Notes, and for
         the account of the Swingline Lender, a Swingline Note and (iii)
         counterparts of the Pledge Agreement, in each case conforming to the
         requirements of this Agreement and executed by duly authorized
         officers of the Credit Parties.


                                      63
<PAGE>   69

                  (b) Authority Documents. The Administrative Agent shall have
         received a secretary's certificate substantially in the form of
         Schedule 4.1(b) with respect to the following:

                           (i) Charter Documents. Copies of the articles of
                  incorporation or other charter documents, as applicable, of
                  each Credit Party and each corporate general partner of a
                  Credit Party certified to be true and complete as of a recent
                  date by the appropriate Governmental Authority of the state
                  of its incorporation.

                           (ii) Partnership Agreements; Disclosure Information.
                  With respect to each Credit Party that is a partnership or
                  limited partnership, a copy of the partnership agreement of
                  such Credit Party, together with all amendments thereto,
                  schedules and any disclosure information, in each case
                  certified by a general partner of such Credit Party as of the
                  Closing Date to be true and correct and in force and effect
                  as of such date.

                           (iii) Resolutions. Copies of resolutions or
                  certificate of authorization of the board of directors or
                  general partner of each Credit Party approving and adopting
                  the Credit Documents, the transactions contemplated therein
                  and authorizing execution and delivery thereof, certified by
                  an officer or general partner of such Credit Party as of the
                  Closing Date to be true and correct and in force and effect
                  as of such date.

                           (iv) Bylaws. A copy of the bylaws of each corporate
                  Credit Party and each corporate general partner of a Credit
                  Party certified by an officer of such Credit Party or
                  corporate general partner as of the Closing Date to be true
                  and correct and in force and effect as of such date.

                           (v) Good Standing. Copies of (i) certificates of
                  good standing, existence or its equivalent with respect to
                  each Credit Party certified as of a recent date by the
                  appropriate Governmental Authorities of the state of
                  incorporation and each other state in which the failure to so
                  qualify and be in good standing could reasonably be expected
                  to have a Material Adverse Effect on the business or
                  operations of the Parent Borrower and its Subsidiaries, taken
                  as a whole, except for those Subsidiaries required to be so
                  qualified and in good standing pursuant to the terms of
                  Section 5.16 following their reorganization or restructure on
                  or about the Closing Date, and (ii) if available, a
                  certificate indicating payment of all corporate franchise
                  taxes certified as of a recent date by the appropriate
                  governmental taxing authorities.

                           (vi) Incumbency. An incumbency certificate of each
                  Credit Party and each corporate general partner of a Credit
                  Party certified by a secretary or assistant secretary to be
                  true and correct as of the Closing Date.


                                      64
<PAGE>   70

                  (c) Legal Opinions of Counsel.

                           (i) The Administrative Agent shall have received an
                  opinion of legal counsel for the Credit Parties, dated the
                  Closing Date and addressed to the Administrative Agent and
                  the Lenders, in form and substance acceptable to the
                  Administrative Agent.

                           (ii) The Administrative Agent shall have received an
                  opinion of Moore & Van Allen, PLLC, dated the Closing Date
                  and addressed to the Administrative Agent and the Lenders.

                  (d) Personal Property Collateral. The Administrative Agent
         shall have received, in form and substance satisfactory to the
         Administrative Agent:

                           (i) searches of Uniform Commercial Code filings in
                  the jurisdiction of the chief executive office of each Credit
                  Party and each jurisdiction where a filing would need to be
                  made in order to perfect the Administrative Agent's security
                  interest in the Collateral, copies of the financing
                  statements on file in such jurisdictions and evidence that no
                  Liens exist other than Permitted Liens; and

                           (ii) duly executed UCC financing statements for each
                  appropriate jurisdiction as is necessary, in the
                  Administrative Agent's sole discretion, to perfect the
                  Administrative Agent's security interest in the Collateral;

                  (e) Liability and Casualty Insurance. The Administrative
         Agent shall have received copies of insurance policies or certificates
         of insurance evidencing liability and casualty insurance meeting the
         requirements set forth herein.

                  (f) Fees. The Administrative Agent shall have received all
         fees, if any, owing pursuant to the Fee Letter and Section 2.7.

                  (g) Litigation. There shall not exist any pending litigation
         or investigation affecting or relating to the Parent Borrower or any
         of its Subsidiaries, this Agreement and the other Credit Documents
         that in the reasonable judgment of the Administrative Agent could be
         expected to have a Material Adverse Effect, that has not been settled,
         dismissed, vacated, discharged or terminated prior to the Closing
         Date.

                  (h) Solvency Evidence. The Administrative Agent shall have
         received an officer's certificate for the Credit Parties prepared by
         the chief financial officer or treasurer of the Parent Borrower as to
         the financial condition, solvency and related matters of the Credit
         Parties taken as a whole, after giving effect to the initial
         borrowings under the Credit Documents, in substantially the form of
         Schedule 4.1(h) hereto.

                  (i) Account Designation Letter. The Administrative Agent
         shall have received the executed Account Designation Letter in the
         form of Schedule 1.1(a) hereto.


                                      65
<PAGE>   71

                  (j) Corporate Structure. The corporate capital and ownership
         structure of the Parent Borrower and its Subsidiaries shall be as
         described in Schedule 3.12. The Administrative Agent shall be
         satisfied with the management structure, legal structure, voting
         control, liquidity and capitalization of the Parent Borrower as of the
         Closing Date.

                  (k) Indenture. The Administrative Agent shall have received a
         copy of the Indenture, all material documents executed in connection
         therewith and all amendments or supplements thereto, certified by an
         officer of the Parent Borrower to be true and correct and in full
         force and effect.

                  (l) Consummation of Merger. The Administrative Agent shall
         have received evidence that that the transactions contemplated by the
         Merger Agreement have been consummated in accordance with the terms
         thereof and the Administrative Agent shall have received a copy of the
         Merger Agreement, all material documents executed in connection
         therewith and all amendments or supplements thereto, certified by a
         Responsible Officer of the Parent Borrower to be true and correct and
         in full force and effect.

                  (m) Government Consent. The Administrative Agent shall have
         received evidence that all governmental, shareholder and material
         third party consents and approvals necessary in connection with the
         transactions contemplated by the Merger Agreement and the financings
         and other transactions contemplated hereby have been obtained and all
         applicable waiting periods have expired without any action being taken
         by any authority that could restrain, prevent or impose any material
         adverse conditions on such transactions or that could seek or threaten
         any of the foregoing.

                  (n) Compliance with Laws. The financings and other
         transactions contemplated hereby shall be in compliance with all
         applicable laws and regulations (including Environmental Laws and all
         applicable securities and banking laws, rules and regulations).

                  (o) Bankruptcy. There shall be no bankruptcy or insolvency
         proceedings with respect to the Parent Borrower or any of its
         Subsidiaries.

                  (p) Financial Statements. The Administrative Agent shall have
         received copies of the financial statements referred to in Section 3.1
         hereof.

                  (q) Year 2000 Plan. The Administrative Agent shall have
         received evidence that the Parent Borrower and its Subsidiaries are
         Year 2000 Compliant.

                  (r) Termination of Existing Indebtedness. All existing
         Indebtedness for borrowed money of the Parent Borrower and its
         Subsidiaries (other than the Senior Subordinated Notes and the
         Indebtedness listed on Schedule 6.1(b)) shall have been repaid in full
         with a portion of the proceeds of the initial Loans hereunder and
         terminated, and Indebtedness under that certain $1,000,000,000 Amended
         and Restated Credit Agreement dated as of May 22, 1998 among Suiza,
         First Union, as administrative agent, Bank One, NA (formerly The First
         National Bank of Chicago), as syndication agent, and


                                      66
<PAGE>   72

         the lenders party thereto shall have been repaid in full with the
         proceeds of the initial Loans hereunder and such credit agreement
         shall have been terminated.

                  (s) Material Adverse Change. There shall not have occurred a
         material adverse change since December 31, 1998 in, and each Lender
         shall be satisfied with (such satisfaction to be evidenced by the
         delivery and release by such Lender to the Administrative Agent of an
         executed signature page to this Agreement), the business, assets,
         liabilities (actual or contingent), operations, condition (financial
         or otherwise) or prospects of the Parent Borrower and its Subsidiaries
         taken as a whole, or in the facts and information regarding such
         entities as represented to date.

                  (t) Officer's Certificates. The Administrative Agent shall
         have received a certificate or certificates executed by the chief
         financial officer or treasurer of the Parent Borrower on behalf of the
         Credit Parties as of the Closing Date stating that (A) the Credit
         Parties and each of their Subsidiaries are in compliance with all
         existing material financial obligations, (B) all governmental,
         shareholder and third party consents and approvals, if any, with
         respect to the Credit Documents and the transactions contemplated
         thereby have been obtained, (C) no action, suit, investigation or
         proceeding is pending or threatened in any court or before any
         arbitrator or governmental instrumentality that purports to affect a
         Credit Party, any of the Credit Parties' Subsidiaries or any
         transaction contemplated by the Credit Documents, if such action,
         suit, investigation or proceeding would have or be reasonably expected
         to have a Material Adverse Effect, (D) the Credit Party Obligations of
         the Subsidiary Borrower (x) comply with Section 4.03 of the Indenture
         and attached hereto are calculations demonstrating such compliance and
         (y) constitute Senior Indebtedness and/or Refinancing Indebtedness as
         such terms are defined in the Indenture, and (E) immediately after
         giving effect to this Credit Agreement, the other Credit Documents and
         all the transactions contemplated therein to occur on such date, (1)
         no Default or Event of Default exists, (2) all representations and
         warranties contained herein and in the other Credit Documents are true
         and correct in all material respects, and (3) the Credit Parties are
         in compliance with each of the financial covenants set forth in
         Section 5.9.

                  (u) Sources and Uses of Funds. The Administrative Agent shall
         have received a memorandum detailing the sources and uses of the funds
         to be used to consummate the transactions contemplated by this
         Agreement and the other Credit Documents and related expenses, in form
         and substance reasonably satisfactory to the Administrative Agent.

                  (v) Additional Matters. All other documents and legal matters
         in connection with the transactions contemplated by this Agreement
         shall be reasonably satisfactory in form and substance to the
         Administrative Agent and its counsel.

         SECTION 4.2       CONDITIONS TO ALL EXTENSIONS OF CREDIT.

         The obligation of each Lender to make any Extension of Credit
hereunder is subject to the satisfaction of the following conditions precedent
on the date of making such Extension of Credit:


                                      67
<PAGE>   73

                  (a) Representations and Warranties. The representations and
         warranties made by the Credit Parties herein, in the Security
         Documents or which are contained in any certificate furnished at any
         time under or in connection herewith shall be true and correct in all
         material respects on and as of the date of such Extension of Credit as
         if made on and as of such date (or, if any such representation or
         warranty is expressly stated to have been made as of a specific date,
         as of such specific date).

                  (b) No Default or Event of Default. No Default or Event of
         Default shall have occurred and be continuing on such date or after
         giving effect to the Extension of Credit to be made on such date
         unless such Default or Event of Default shall have been waived in
         accordance with this Agreement.

                  (c) Compliance with Commitments. Immediately after giving
         effect to the making of any such Extension of Credit (and the
         application of the proceeds thereof), (i) the sum of the aggregate
         principal amount of outstanding Revolving Loans plus SFG Revolving
         Loans plus Swingline Loans plus LOC Obligations shall not exceed the
         Revolving Committed Amount, (ii) the LOC Obligations shall not exceed
         the LOC Committed Amount and (iii) the Swingline Loans shall not
         exceed the Swingline Committed Amount.

                  (d) Additional Conditions to Revolving Loans and SFG
         Revolving Loans. If such Loan is made pursuant to Section 2.1 or
         Section 2.2, all conditions set forth in such Sections shall have been
         satisfied.

                  (e) Additional Conditions to Term Loans. If such Loan is made
         pursuant to Section 2.3 or Section 2.4, all conditions set forth in
         such Sections shall have been satisfied.

                  (f) Additional Conditions to Swingline Loan. If such Loan is
         made pursuant to Section 2.5, all conditions set forth in such Section
         shall have been satisfied.

                  (g) Additional Conditions to Letters of Credit. If such
         Extension of Credit is made pursuant to Section 2.6, all conditions
         set forth in such Section shall have been satisfied.

         Each request for an Extension of Credit and each acceptance by a
Borrower of any such Extension of Credit shall be deemed to constitute a
representation and warranty by such Borrower as of the date of such Extension
of Credit that the applicable conditions in paragraphs (a) through (g) of this
Section have been satisfied.


                                      68
<PAGE>   74
                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

         The Parent Borrower hereby covenants and agrees that on the Closing
Date, and thereafter for so long as this Agreement is in effect and until the
Commitments have terminated, no Note remains outstanding and unpaid and the
Credit Party Obligations, together with interest, Commitment Fees and all other
amounts owing to the Administrative Agent or any Lender hereunder, are paid in
full, the Parent Borrower shall, and shall cause each of its Subsidiaries to:

         SECTION 5.1       FINANCIAL STATEMENTS.

         Furnish to the Administrative Agent and each of the Lenders:

                  (a) Annual Financial Statements. As soon as available and in
         any event within 90 days after the end of each fiscal year of the
         Parent Borrower or the Subsidiary Borrower, as applicable:

                           (i) (A) consolidated statements of income,
                  stockholders' equity and cash flows of the Parent Borrower
                  and its Subsidiaries for such fiscal year and (B) the related
                  consolidated balance sheet of the Parent Borrower and its
                  Subsidiaries as at the end of such fiscal year, setting forth
                  in each case in comparative form the corresponding
                  consolidated figures for the preceding fiscal year, and
                  accompanied by an opinion thereon of independent certified
                  public accountants of recognized national standing, which
                  opinion shall state that such consolidated financial
                  statements fairly present the consolidated financial
                  condition and results of operations of the Parent Borrower
                  and its Subsidiaries, as at the end of, and for, such fiscal
                  year in accordance with GAAP, and a certificate of such
                  accountants stating that, in making the examination necessary
                  for their opinion, they obtained no knowledge, except as
                  specifically stated, of any Default or Event of Default; and

                           (ii) until the Subsidiary Borrower is no longer a
                  Borrower hereunder or until there are no SFG Revolving Loans
                  or SFG Term Loans outstanding, (A) consolidated statements of
                  income, stockholders' equity and cash flows of the Subsidiary
                  Borrower and its Subsidiaries for such fiscal year and (B)
                  the related consolidated balance sheet of the Subsidiary
                  Borrower and its Subsidiaries as at the end of such fiscal
                  year, setting forth in each case in comparative form the
                  corresponding consolidated figures for the preceding fiscal
                  year, and accompanied by an opinion thereon of independent
                  certified public accountants of recognized national standing,
                  which opinion shall state that such consolidated financial
                  statements fairly present the consolidated financial
                  condition and results of operations of the Subsidiary
                  Borrower and its Subsidiaries, as at the end of, and for,
                  such fiscal year in accordance with GAAP, and a certificate
                  of such accountants stating that, in making the examination
                  necessary for their opinion,


                                       69
<PAGE>   75

                  they obtained no knowledge, except as specifically stated, of
                  any Default or Event of Default; and

                           (iii) (A) (x) consolidated statements of income and
                  cash flows of the Parent Borrower and its Restricted
                  Subsidiaries and (y) consolidating statements of income of
                  the Parent Borrower and its directly owned Subsidiaries
                  combined in significant groups, in each case for such fiscal
                  year, and (B) (x) the related consolidating balance sheet of
                  the Parent Borrower and its Restricted Subsidiaries and (y)
                  the related consolidated balance sheet of the Parent Borrower
                  and its directly owned Subsidiaries combined in significant
                  groups, in each case as at the end of such fiscal year,
                  setting forth in each case (other than consolidating
                  statements) in comparative form the corresponding
                  consolidated figures for the preceding fiscal year,
                  accompanied by a certificate of a Responsible Officer of the
                  Parent Borrower, which certificate shall state that such
                  consolidated financial statements fairly present the
                  consolidated financial condition and results of operations of
                  the Parent Borrower and its Subsidiaries or of the Parent
                  Borrower and its Restricted Subsidiaries, as the case may be,
                  and such consolidating financial statements fairly present
                  the respective unconsolidated financial condition and results
                  of operations of the Parent Borrower and each group of such
                  Subsidiaries, in accordance with GAAP consistently applied,
                  as at the end of and for such period (subject to normal
                  year-end audit adjustments); and

                  (b) Quarterly Financial Statements. As soon as available and
         in any event within 45 days after the end of each of the first three
         quarterly fiscal periods of each fiscal year of the Parent Borrower or
         the Subsidiary Borrower, as applicable:

                           (i) (A) (x) consolidated statements of income and
                  cash flows of the Parent Borrower and its Subsidiaries, (y)
                  consolidated statements of income and cash flows of the
                  Parent Borrower and its Restricted Subsidiaries, in each case
                  for such period and for the period from the beginning of the
                  respective fiscal year to the end of such period, and (z)
                  consolidating statements of income of the Parent Borrower and
                  its directly owned Subsidiaries combined in significant
                  groups for such period, and (B) (x) the related consolidated
                  and consolidating balance sheet of the Parent Borrower and
                  its Subsidiaries and (y) the related consolidated balance
                  sheet of the Parent Borrower and its Restricted Subsidiaries,
                  in each case as at the end of such period, setting forth in
                  each case (other than consolidating statements) in
                  comparative form the corresponding consolidated figures for
                  the corresponding periods in the preceding fiscal year,
                  accompanied by a certificate of a Responsible Officer of the
                  Parent Borrower, which certificate shall state that such
                  consolidated financial statements fairly present the
                  consolidated financial condition and results of operations of
                  the Parent Borrower and its Subsidiaries or of the Parent
                  Borrower and its Restricted Subsidiaries, as the case may be,
                  and such consolidating financial statements fairly present
                  the respective unconsolidated financial condition and results
                  of operations of the Parent Borrower and each group of such
                  Subsidiaries, in accordance with GAAP


                                       70
<PAGE>   76

                  consistently applied, as at the end of, and for, such period
                  (subject to normal year-end audit adjustments); and

                           (ii) until the Subsidiary Borrower is no longer a
                  Borrower hereunder or until there are no SFG Revolving Loans
                  or SFG Term Loans outstanding, (A) (x) consolidated
                  statements of income and cash flows of the Subsidiary
                  Borrower and its Subsidiaries, and (y) consolidated
                  statements of income and cash flows of the Subsidiary
                  Borrower and its Restricted Subsidiaries, in each case for
                  such period and for the period from the beginning of the
                  respective fiscal year to the end of such period, and (B) (x)
                  the related consolidated balance sheet of the Subsidiary
                  Borrower and its Subsidiaries and (y) the related
                  consolidated balance sheet of the Subsidiary Borrower and its
                  Restricted Subsidiaries, in each case as at the end of such
                  period, setting forth in each case in comparative form the
                  corresponding consolidated figures for the corresponding
                  periods in the preceding fiscal year, accompanied by a
                  certificate of a Responsible Officer of the Subsidiary
                  Borrower, which certificate shall state that such
                  consolidated financial statements fairly present the
                  consolidated financial condition and results of operations of
                  the Subsidiary Borrower and its Subsidiaries or of the
                  Subsidiary Borrower and its Restricted Subsidiaries, as the
                  case may be, in accordance with GAAP consistently applied, as
                  at the end of, and for, such period (subject to normal
                  year-end audit adjustments); and

all such financial statements to be accompanied by a description of, and an
estimation of the effect on the financial statements on account of, a change,
if any, in the application of accounting principles as provided in Section 1.3.

         SECTION 5.2       CERTIFICATES; OTHER INFORMATION.

         Furnish to the Administrative Agent and each of the Lenders:

                  (a) promptly upon their becoming available, copies of all
         registration statements and regular periodic reports, if any, that the
         Parent Borrower shall have filed with the SEC or any national
         securities exchange;

                  (b) promptly upon mailing thereof to the shareholders of the
         Parent Borrower generally, copies of all financial statements, reports
         and proxy statements so mailed;

                  (c) at the time it furnishes each set of financial statements
         pursuant to Sections 5.1(a) and 5.1(b) above, a certificate of a
         Responsible Officer of the Parent Borrower (i) certifying that (A)
         each of the Credit Parties and its Subsidiaries during such period
         observed or performed in all material respects all of its covenants
         and other agreements, and satisfied in all material respects every
         condition contained in this Agreement to be observed, performed or
         satisfied by it, and (B) no Default or Event of Default has occurred
         and is continuing (or, if any Default or Event of Default has occurred
         and is continuing, describing the same in reasonable detail and
         describing the action that the Parent Borrower has taken or proposes
         to take with respect thereto) and


                                       71
<PAGE>   77

         (ii) setting forth in reasonable detail the computations necessary to
         determine whether the Credit Parties are in compliance with Section 5.9
         hereof as of the end of the respective quarterly fiscal period or
         fiscal year;

                  (d) within ninety (90) days after the end of each fiscal year
         of the Parent Borrower, a certificate containing information regarding
         the amount of all Asset Dispositions that were made during the prior
         fiscal year and amounts received in connection with any Recovery Event
         during the prior fiscal year; and

                  (e) from time to time such other information regarding the
         financial condition, operations, business or prospects of the Parent
         Borrower or any of its Subsidiaries (including, without limitation,
         any Plan or Multiemployer Plan and any reports or other information
         required to be filed under ERISA) as any Lender or the Administrative
         Agent may reasonably request.

         SECTION 5.3       PAYMENT OF OBLIGATIONS.

         Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, in accordance with industry
practice (subject, where applicable, to specified grace periods) all of its
material obligations of whatever nature and any additional costs that are
imposed as a result of any failure to so pay, discharge or otherwise satisfy
such obligations, except when the amount or validity of such obligations and
costs is currently being contested in good faith by appropriate proceedings and
reserves, if applicable, in conformity with GAAP with respect thereto have been
provided on the books of the Parent Borrower or its Restricted Subsidiaries, as
the case may be.

         SECTION 5.4       CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.

                  (a) Preserve and maintain its legal existence and all of its
         material rights, privileges, licenses and franchises (provided that
         nothing in this Section 5.4 shall prohibit any transaction expressly
         permitted under Section 6.4 hereof).

                  (b) Pay and discharge all taxes, assessments and governmental
         charges or levies imposed on it or on its income or profits or on any
         of its assets prior to the date on which penalties attach thereto,
         except for any such tax, assessment, charge or levy the payment of
         which is being contested in good faith and by proper proceedings and
         against which adequate reserves are being maintained.

         SECTION 5.5       MAINTENANCE OF PROPERTY; INSURANCE.

                  (a) Keep all material property used or useful in its business
         in good working order and condition (ordinary wear and tear and
         obsolescence excepted).

                  (b) Maintain insurance with financially sound and reputable
         insurance companies, and with respect to Property and risks of a
         character usually maintained by corporations engaged in the same or
         similar business similarly situated, against loss,


                                       72
<PAGE>   78

         damage and liability of the kinds and in the amounts customarily
         maintained by such corporations.

                  (c) On or before the Closing Date, deliver, to the extent not
         previously delivered, to the Administrative Agent certificates of
         insurance satisfactory to the Administrative Agent evidencing the
         existence of all insurance required to be maintained by the Parent
         Borrower and its Restricted Subsidiaries hereunder and setting forth
         the respective coverages, limits of liability, carrier, policy number
         and period of coverage. Thereafter, each year the Parent Borrower will
         deliver to the Administrative Agent certificates of insurance
         evidencing that all insurance required to be maintained by the Parent
         Borrower and its Restricted Subsidiaries hereunder will be in effect
         through the calendar year following the date of such certificates,
         subject only to the payment of premiums as they become due.

                  (d) In case of any material loss, damage to or destruction of
         the Property of any Credit Party or any part thereof, such Credit
         Party shall promptly give written notice thereof to the Administrative
         Agent generally describing the nature and extent of such damage or
         destruction. In case of any loss, damage to or destruction of the
         Property of any Credit Party or any part thereof which occurs after
         the occurrence and during the continuation of an Event of Default,
         such Credit Party, whether or not the insurance proceeds, if any,
         received on account of such damage or destruction shall be sufficient
         for that purpose, at such Credit Party's cost and expense, will at the
         option of the Required Lenders, (i) promptly repair or replace the
         Property of such Credit Party so lost, damaged or destroyed or (ii)
         immediately prepay the Loans with the insurance proceeds received on
         account thereof in accordance with Section 2.9(b).

         SECTION 5.6       INSPECTION OF PROPERTY; BOOKS AND RECORDS;
DISCUSSIONS.

                  (a) Keep adequate records and books of account in which
         complete entries in accordance with GAAP consistently applied and all
         Requirements of Law shall be made of all dealings and transactions in
         relation to its businesses and activities.

                  (b) Upon reasonable prior notice, permit representatives of
         any Lender or the Administrative Agent, during normal business hours,
         to examine, copy and make extracts from its books and records, to
         inspect any of its Real Properties, and to discuss its business and
         affairs with its officers, all to the extent reasonably requested by
         such Lender or the Administrative Agent (as the case may be).

         SECTION 5.7       NOTICES.

         Give prompt notice in writing to the Administrative Agent (which shall
promptly transmit such notice to each Lender) of:

                  (a) within five Business Days after any Credit Party knows or
         has reason to know thereof, the occurrence of any Default or Event of
         Default;


                                       73
<PAGE>   79

                  (b) any default or event of default under any Contractual
         Obligation of the Parent Borrower or any of its Restricted
         Subsidiaries which could reasonably be expected to have a Material
         Adverse Effect;

                  (c) any legal or arbitral proceedings before any Governmental
         Authority and any material development in respect of such legal or
         other proceedings affecting the Parent Borrower or any of its
         Restricted Subsidiaries, except proceedings that, if adversely
         determined, would not (either individually or in the aggregate) have a
         Material Adverse Effect;

                  (d) as soon as possible, and in any event within ten days
         after any Credit Party or any of its Restricted Subsidiaries knows or
         has reason to believe that any of the events or conditions specified
         below with respect to any Plan or Multiemployer Plan has occurred or
         exists, a statement signed by a Responsible Officer of the Parent
         Borrower or such Credit Party setting forth details respecting such
         event or condition and the action, if any, that the Parent Borrower,
         any Credit Party or any ERISA Affiliate proposes to take with respect
         thereto (and a copy of any report or notice required to be filed with
         or given to PBGC by the Parent Borrower, any Credit Party or any ERISA
         Affiliate with respect to such event or condition):

                           (i) any Reportable Event with respect to a Plan, as
                  to which PBGC has not by regulation waived the requirement of
                  Section 4043(a) of ERISA that it be notified within 30 days
                  of the occurrence of such event (provided that a failure to
                  meet the minimum funding standard of Section 412 of the Code
                  or Section 302 of ERISA, including, without limitation, the
                  failure to make on or before its due date a required
                  installment under Section 412(m) of the Code or Section
                  302(e) of ERISA, shall be a reportable event regardless of
                  the issuance of any waivers in accordance with Section 412(d)
                  of the Code) and any request for a waiver under Section
                  412(d) of the Code for any Plan;

                           (ii) the distribution under Section 4041 of ERISA of
                  a notice of intent to terminate any Plan or any action taken
                  by any Credit Party or any of its Subsidiaries or any ERISA
                  Affiliate to terminate any Plan;

                           (iii) the institution by PBGC of proceedings under
                  Section 4042 of ERISA for the termination of, or the
                  appointment of a trustee to administer, any Plan, or the
                  receipt by any Credit Party or any of its Subsidiaries or any
                  ERISA Affiliate of a notice from a Multiemployer Plan that
                  such action has been taken by PBGC with respect to such
                  Multiemployer Plan;

                           (iv) the complete or partial withdrawal from a
                  Multiemployer Plan by any Credit Party or any of its
                  Subsidiaries or any ERISA Affiliate that results in liability
                  under Section 4201 or 4204 of ERISA (including the obligation
                  to satisfy secondary liability as a result of a purchaser
                  default) or the receipt by any Credit Party or any of its
                  Subsidiaries or any ERISA Affiliate of notice from a
                  Multiemployer Plan that it is in reorganization or insolvency
                  pursuant to


                                       74
<PAGE>   80

                  Section 4241 or 4245 of ERISA or that it intends to terminate
                  or has terminated under Section 4041A of ERISA;

                           (v) the institution of a proceeding by a fiduciary
                  of any Multiemployer Plan against any Credit Party or any of
                  its Subsidiaries or any ERISA Affiliate to enforce Section
                  515 of ERISA, which proceeding is not dismissed within 30
                  days; and

                           (vi) the adoption of an amendment to any Plan that,
                  pursuant to Section 401(a)(29) of the Code or Section 307 of
                  ERISA, would result in the loss of tax-exempt status of the
                  trust of which such Plan is a part if any Credit Party or any
                  of its Subsidiaries or any ERISA Affiliate fails to timely
                  provide security to the Plan in accordance with the
                  provisions of said Sections;

                  (e) any assertion of any Environmental Claim by any Person
         against, or with respect to the activities of, the Parent Borrower or
         any of its Subsidiaries and notice of any alleged violation of or
         non-compliance with any Environmental Laws or any permits, licenses or
         authorizations, other than any Environmental Claim or alleged
         violation that, if adversely determined, would not (either
         individually or in the aggregate) have a Material Adverse Effect; and

                  (f) any other development or event which could reasonably be
         expected to have a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Parent Borrower proposes to take with respect
thereto. In the case of any notice of a Default or Event of Default, the Parent
Borrower shall specify that such notice is a Default or Event of Default notice
on the face thereof.

         SECTION 5.8       ENVIRONMENTAL LAWS.

         Without limiting the general terms set forth in Section 5.11:

                  (a) Comply in all material respects with, and ensure
         compliance in all material respects by all tenants and subtenants, if
         any, with, all applicable Environmental Laws and obtain and comply in
         all material respects with and maintain, and ensure that all tenants
         and subtenants obtain and comply in all material respects with and
         maintain, any and all licenses, approvals, notifications,
         registrations or permits required by applicable Environmental Laws
         except to the extent that failure to do so could not reasonably be
         expected to have a Material Adverse Effect;

                  (b) Conduct and complete all investigations, studies,
         sampling and testing, and all remedial, removal and other actions
         required under Environmental Laws and promptly comply in all material
         respects with all lawful orders and directives of all Governmental
         Authorities regarding Environmental Laws except to the extent that the


                                       75
<PAGE>   81

         same are being contested in good faith by appropriate proceedings and
         the pendency of such proceedings could not reasonably be expected to
         have a Material Adverse Effect; and

                  (c) Defend, indemnify and hold harmless the Administrative
         Agent and the Lenders, and their respective employees, agents,
         officers and directors, from and against any and all claims, demands,
         penalties, fines, liabilities, settlements, damages, costs and
         expenses of whatever kind or nature known or unknown, contingent or
         otherwise, arising out of, or in any way relating to the violation of,
         noncompliance with or liability under, any Environmental Law
         applicable to the operations of the Parent Borrower any of its
         Subsidiaries or the Real Properties, or any orders, requirements or
         demands of Governmental Authorities related thereto, including,
         without limitation, reasonable attorney's and consultant's fees,
         investigation and laboratory fees, response costs, court costs and
         litigation expenses, except to the extent that any of the foregoing
         arise out of the gross negligence or willful misconduct of the party
         seeking indemnification therefor. The agreements in this paragraph
         shall survive repayment of the Notes and all other amounts payable
         hereunder.

         SECTION 5.9       FINANCIAL COVENANTS.

         Commencing on the day immediately following the Closing Date, the
Parent Borrower shall, and shall cause each of its Restricted Subsidiaries to,
comply with the following financial covenants:

                  (a) Leverage Ratio. The Leverage Ratio, as of the last day of
         each fiscal quarter of the Parent Borrower and its Restricted
         Subsidiaries occurring during each of the periods set forth below,
         shall be less than or equal to the following:

<TABLE>
<CAPTION>
                      Period                                         Ratio
                      ------                                         -----
<S>                                                                  <C>
                      Closing Date through and including
                      December 31, 2001                              4.25 to 1.0
                      January 1, 2002 through and including
                      December 31, 2002                              4.00 to 1.0
                      January 1, 2003 and thereafter                 3.75 to 1.0
</TABLE>

                  (b) Senior Leverage Ratio. The Senior Leverage Ratio, as of
         the last day of each fiscal quarter of the Parent Borrower and its
         Restricted Subsidiaries occurring during each of the periods set forth
         below, shall be less than or equal to the following:

<TABLE>
<CAPTION>
                      Period                                         Ratio
                      ------                                         -----
<S>                                                                  <C>
                      Closing Date through and including
                      December 31, 2001                              3.75 to 1.0
                      January 1, 2002 through and including
                      December 31, 2002                              3.50 to 1.0
                      January 1, 2003 and thereafter                 3.25 to 1.0
</TABLE>



                                       76
<PAGE>   82

                  (c) Interest Coverage Ratio. The Interest Coverage Ratio, as
         of the last day of each fiscal quarter of the Parent Borrower and its
         Restricted Subsidiaries, shall be greater than or equal to 3.0 to 1.0.

                  (d) Minimum Consolidated Net Worth. The Consolidated Net
         Worth shall at all times be equal to or greater than $940,000,000,
         increased on a cumulative basis as of the end of each fiscal quarter
         of the Parent Borrower and its Restricted Subsidiaries, commencing
         with the fiscal quarter ending March 31, 2000, by an amount equal to
         50% of the net income (with no deduction for net losses) of the Parent
         Borrower and its Restricted Subsidiaries on a consolidated basis for
         the fiscal quarter then ended plus 75% of the amount by which the
         "total stockholders equity" of the Parent Borrower is increased as a
         result of any public or private offering of ownership interests of the
         Parent Borrower after the Closing Date (other than increases to the
         extent such increases result from Equity Issuances to, or capital
         contributions from, any Affiliate of the Parent Borrower or from an
         offering in connection with the acquisition of an Unrestricted
         Subsidiary). Promptly upon consummation of each such public or private
         offering, the Parent Borrower shall notify the Administrative Agent in
         writing of the amount of such increase in total stockholders equity.

         SECTION 5.10       OBLIGATIONS REGARDING SUBSIDIARIES; ADDITIONAL
SUBSIDIARY GUARANTORS.

         (a) Except as permitted by Section 6.4, the Parent Borrower will, and
will cause each of its Restricted Subsidiaries to take such action from time to
time as shall be necessary to ensure that each of its Subsidiaries remains a
Subsidiary at all times.

         (b) The Credit Parties will cause each of their wholly-owned Domestic
Subsidiaries that are Material Subsidiaries, whether newly formed, after
acquired or otherwise existing, to promptly become a Guarantor hereunder by way
of execution of a Joinder Agreement and take such other action as may be
required pursuant to the terms of Section 5.13.

         SECTION 5.11       COMPLIANCE WITH LAW.

         Each Credit Party will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders, and all applicable
restrictions imposed by all Governmental Authorities, applicable to it and its
assets if noncompliance with any such law, rule, regulation, order or
restriction could reasonably be expected to have a Material Adverse Effect.

         SECTION 5.12       PLEDGED ASSETS.

                  (a) Each Credit Party will cause (i) 100% of the Capital
         Stock (or, if less, the full amount owned by such Credit Party) of
         each of the direct or indirect Material Subsidiaries which are not
         Foreign Subsidiaries of such Person and (ii) 65% of the Capital Stock
         (or, if less, the full amount owned by such Credit Party) in each of
         the First


                                       77
<PAGE>   83

         Tier Foreign Subsidiaries which are Material Subsidiaries of such
         Person, unless otherwise agreed by the Administrative Agent, to be
         subject at all times to a first priority, perfected Lien in favor of
         the Administrative Agent pursuant to the terms and conditions of the
         Security Documents or such other security documents as the
         Administrative Agent shall reasonably request; provided, however, that
         notwithstanding the foregoing, no Unrestricted Subsidiary shall be
         required to pledge the Capital Stock of its Subsidiaries.

                  (b) Within 30 days after a Credit Party changes the location
         of its chief executive office, the Parent Borrower shall notify the
         Administrative Agent of such change and shall execute and deliver, or
         cause to be executed and delivered, to the Administrative Agent such
         UCC financing statements and other documentation as the Administrative
         Agent may reasonably request.

         SECTION 5.13       ADDITIONAL CREDIT PARTIES.

         As soon as practicable and in any event within 30 days after any
Person (whether newly formed, acquired or otherwise) becomes a Material
Subsidiary of any Credit Party, the Parent Borrower shall provide the
Administrative Agent with written notice thereof setting forth information in
reasonable detail describing all of the assets of such Person and shall (a) if
such Person is a wholly-owned Domestic Subsidiary of a Credit Party, cause such
Person to execute a Joinder Agreement in substantially the same form as Exhibit
5.13, (b) cause 100% (if such Person is a Domestic Subsidiary of a Credit
Party) or, unless otherwise agreed by the Administrative Agent, 65% (if such
Person is a First Tier Foreign Subsidiary of a Credit Party) of the Capital
Stock of such Person owned by a Credit Party to be delivered to the
Administrative Agent (together with undated stock powers signed in blank
(unless, with respect to a First Tier Foreign Subsidiary, such stock powers are
deemed unnecessary by the Administrative Agent in its reasonable discretion
under the law of the jurisdiction of incorporation of such Person)) and pledged
to the Administrative Agent pursuant to an appropriate pledge agreement(s) in
substantially the form of the Pledge Agreement or joinder to the Pledge
Agreement and otherwise in form acceptable to the Administrative Agent and (c)
deliver such other documentation as the Administrative Agent may reasonably
request in connection with the foregoing, including, without limitation,
appropriate UCC-1 financing statements, certified resolutions and other
organizational and authorizing documents of such Person and favorable opinions
of counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to
above and the perfection of the Administrative Agent's liens thereunder).

         SECTION 5.14       YEAR 2000 COMPLIANCE.

         The Credit Parties will promptly notify the Administrative Agent in
the event any Credit Party discovers or determines that any computer
application (including those of its suppliers, vendors and customers) that is
material to its or any of its Subsidiaries' business and operations will not be
Year 2000 Compliant, except to the extent that such failure could not
reasonably be expected to have a Material Adverse Effect.


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<PAGE>   84

         SECTION 5.15       JOINDER OF SUBSIDIARY BORROWER.

         Upon the payment in full or defeasance (it being agreed that, upon the
Administrative Agent's request, the Subsidiary Borrower will defease, subject
to the provisions of the Indenture, the remaining portion of the Senior
Subordinated Notes pursuant to Section 8.02 of the Indenture promptly after
there shall be not greater than $10,000,000 of Senior Subordinated Notes at any
time outstanding) of the Indebtedness evidenced by Senior Subordinated Notes,
the Subsidiary Borrower shall (a) immediately notify the Administrative Agent
in writing that such Indebtedness has been paid in full and all agreements and
other documents executed in connection therewith (including the Indenture and
the Senior Subordinated Notes) have been terminated or that all measures
necessary to defease the remaining Senior Subordinated Notes pursuant to
Article 8 of the Indenture shall have been completed, (b) have the right to
request that (i) the Revolving Loan facility and the SFG Revolving Loan
facility be combined into one revolving loan facility and (ii) the Term A Loan
facility and the SFG Term Loan facility be combined into one term loan
facility, (c) execute a Joinder Agreement or similar agreement, in form and
substance satisfactory to the Administrative Agent, whereby the Subsidiary
Borrower will agree to guarantee all Credit Party Obligations which are not
Joint and Several Obligations and (d) execute such amendments and other
documentation as reasonably requested by the Administrative Agent in order to
combine the facilities in accordance with subsection (c), such amendments and
other documentation to be in form and substance satisfactory to each of the
parties hereto.

         SECTION 5.16       GOOD STANDING; POST-CLOSING QUALIFICATION.

         Within 30 days after the Closing Date, the Credit Parties will cause
each of their Subsidiaries that are restructured or reorganized on or about the
Closing Date to be duly qualified to conduct business and in good standing
under the laws of each jurisdiction where its ownership, lease or operation of
property or the conduct of its business requires such qualification except to
the extent that the failure to so qualify or be in good standing could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect.


                                   ARTICLE VI

                               NEGATIVE COVENANTS

         The Parent Borrower hereby covenants and agrees that on the Closing
Date, and thereafter for so long as this Agreement is in effect and until the
Commitments have terminated, no Note remains outstanding and unpaid and the
Credit Party Obligations, together with interest, Commitment Fees and all other
amounts owing to the Administrative Agent or any Lender hereunder, are paid in
full, the Parent Borrower shall, and shall cause each of its Subsidiaries, to
act in accordance with the following:



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<PAGE>   85

         SECTION 6.1       INDEBTEDNESS.

         The Parent Borrower will not, nor will it permit any Restricted
Subsidiary to, contract, create, incur, assume or permit to exist any
Indebtedness, except:

                  (a) Indebtedness arising or existing under this Agreement and
         the other Credit Documents;

                  (b) Indebtedness of the Parent Borrower and its Restricted
         Subsidiaries existing as of the Closing Date as referenced in the
         financial statements referenced in Section 3.1 (and set out more
         specifically in Schedule 6.1(b)) hereto and renewals, refinancings or
         extensions thereof in a principal amount not in excess of that
         outstanding as of the date of such renewal, refinancing or extension;

                  (c) Indebtedness (including Capital Lease Obligations)
         incurred to finance the purchase of equipment, and other Capital Lease
         Obligations, not to exceed $100,000,000 in the aggregate outstanding
         at any time; provided that (i) such Indebtedness when incurred shall
         not exceed the purchase price or cost of construction of such asset,
         (ii) no such Indebtedness shall be refinanced for a principal amount
         in excess of the principal balance outstanding thereon at the time of
         such refinancing and (iii) until the Subsidiary Borrower guarantees
         all Credit Party Obligations which are not Joint and Several
         Obligations in accordance with the terms of Section 5.15, the
         aggregate amount of such Indebtedness incurred by the Subsidiary
         Borrower shall not exceed $15,000,000;

                  (d) intercompany Indebtedness of the Restricted Subsidiaries
         of the Parent Borrower to the Parent Borrower or to other Restricted
         Subsidiaries of the Parent Borrower or of the Parent Borrower to any
         of its Restricted Subsidiaries;

                  (e) Indebtedness evidenced by the Senior Subordinated Notes
         in an aggregate amount not to exceed $130,800,000;

                  (f) obligations in connection with any Permitted Receivables
         Financing, to the extent such obligations constitute Indebtedness;

                  (g) additional Indebtedness of the Parent Borrower and its
         Restricted Subsidiaries (other than the Subsidiary Borrower) up to but
         not exceeding $100,000,000 at any one time outstanding;

                  (h) Indebtedness of a Restricted Subsidiary consisting of
         tax-advantaged industrial revenue bond, industrial development bond or
         other similar financings assumed (or taken subject to) in connection
         with (but not incurred in connection with or in anticipation of) a
         Permitted Acquisition; and

                  (i) Indebtedness in respect of Hedging Agreements to the
         extent permitted hereunder.


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<PAGE>   86

         SECTION 6.2       LIENS.

         The Parent Borrower will not, nor will it permit any Restricted
Subsidiary to, contract, create, incur, assume or permit to exist any Lien with
respect to any of its assets, whether now owned or hereafter acquired, except
for Permitted Liens.

         SECTION 6.3       NATURE OF BUSINESS.

         Neither the Parent Borrower nor any of its Restricted Subsidiaries
will engage to any substantial extent in any line or lines of business activity
other than operations involved in the processing or distribution of dairy
products or the lines of business conducted by the Parent Borrower or any of
its Restricted Subsidiaries as of the Closing Date or which are related
thereto.

         SECTION 6.4       CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS,
ETC.

         The Parent Borrower will not, nor will it permit any Restricted
Subsidiary to,

                  (a) enter into any transaction of merger or consolidation or
         amalgamation, or liquidate, wind up or dissolve itself (or suffer any
         liquidation or dissolution);

                  (b) acquire any business or assets from, or Capital Stock of,
         or be a party to any acquisition of, any Person except:

                           (i) for purchases of inventory and other assets to be
                  sold or used in the ordinary course of business;

                           (ii) Investments permitted under Section 6.5 hereof;
                  and

                           (iii) Permitted Acquisitions;

                  (c) convey, sell, lease, transfer or otherwise dispose of, in
         one transaction or a series of transactions, any part of its business
         or assets, whether now owned or hereafter acquired (including, without
         limitation, receivables and leasehold interests), but excluding:

                           (i) any Excluded Disposition;

                           (ii) obsolete or worn-out Property, tools or
                  equipment no longer used or useful in its business (other
                  than any Excluded Disposition) or real Property no longer
                  used or useful in its business;

                           (iii) any sale, lease or transfer of assets from a
                  Credit Party to another Credit Party;

                           (iv) any sale of Transferred Assets by such Person
                  to a Receivables Financier in connection with a Permitted
                  Receivables Financing; and


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<PAGE>   87

                           (v) other assets so long as the aggregate amount
                  thereof sold or otherwise disposed of in any single fiscal
                  year by the Parent Borrower and its Restricted Subsidiaries
                  shall not have a book value in excess of ten percent of the
                  book value of the total assets of the Parent Borrower and its
                  Restricted Subsidiaries owned on the first day of such fiscal
                  year;

         provided, that in each case with respect to subsections (v) and (vi)
         above at least 85% of the consideration received therefor by the
         Parent Borrower or any such Restricted Subsidiary is in the form of
         cash or Cash Equivalents; and

                  (d) Notwithstanding the foregoing provisions of this Section
         6.4, so long as no Default or Event of Default shall have occurred and
         be continuing, and after giving effect to any of the succeeding
         transactions, no Default or Event of Default would exist hereunder and
         so long as the Liens created under the Security Documents continue to
         be in effect:

                           (i) any Restricted Subsidiary of the Parent Borrower
                  may be merged or consolidated with or into: (A) the Parent
                  Borrower if the Parent Borrower shall be the continuing or
                  surviving corporation or (B) any other Subsidiary (so long as
                  such surviving Subsidiary is either (x) a Credit Party or (y)
                  an Additional Credit Party);

                           (ii) any Restricted Subsidiary of the Parent
                  Borrower may sell, lease, transfer or otherwise dispose of
                  any or all of its assets (upon voluntary liquidation or
                  otherwise) to the Parent Borrower or a Restricted Subsidiary
                  of the Parent Borrower; and

                           (iii) any Unrestricted Subsidiary may be sold,
                  liquidated, wound up or dissolved, or may sell, lease,
                  transfer or otherwise dispose of any or all of its assets.

         SECTION 6.5       ADVANCES, INVESTMENTS AND LOANS.

         The Parent Borrower will not, nor will it permit any Restricted
Subsidiary to, lend money or extend credit or make advances to any Person, or
purchase or acquire any stock, obligations or securities of, or any other
interest in, or make any capital contribution to, any Person except for
Permitted Investments.

         SECTION 6.6       TRANSACTIONS WITH AFFILIATES.

         Except as expressly permitted by this Agreement, the Parent Borrower
will not, nor will it permit any of its Subsidiaries to, directly or
indirectly: (a) make any investment in an Affiliate other than Permitted
Investments; (b) transfer, sell, lease, assign or otherwise dispose of any
assets to an Affiliate; (c) merge into or consolidate with or purchase or
acquire assets from an Affiliate other than Permitted Acquisitions; or (d)
enter into any other transaction directly or


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<PAGE>   88

indirectly with or for the benefit of an Affiliate (including, without
limitation, guarantees and assumptions of obligations of an Affiliate); provided
that (i) any Affiliate who is an individual may serve as a director, officer or
employee of the Parent Borrower or any of its Subsidiaries and receive
reasonable compensation for his or her services in such capacity and (ii) the
Parent Borrower and its Subsidiaries may enter into transactions (other than
extensions of credit by the Parent Borrower or any of its Subsidiaries to an
Affiliate) if the monetary or business consideration arising therefrom would be
substantially as advantageous to the Parent Borrower and its Restricted
Subsidiaries as the monetary or business consideration that would be obtained in
a comparable transaction with a Person not an Affiliate.

         SECTION 6.7       OWNERSHIP OF SUBSIDIARIES; RESTRICTIONS.

         The Parent Borrower will not, nor will it permit any Subsidiary to,
create, form or acquire any Subsidiaries, except for (a) wholly-owned Domestic
Subsidiaries with assets of $100,000 or more (other than a Receivables
Financing SPC) which are joined as Additional Credit Parties in accordance with
the terms hereof, (b) other Domestic Subsidiaries which are Restricted
Subsidiaries, (c) Foreign Subsidiaries or (d) Subsidiaries designated by the
Parent Borrower as Unrestricted Subsidiaries. The Parent Borrower will not, nor
will it permit its Restricted Subsidiaries to, sell, transfer, pledge or
otherwise dispose of any Capital Stock or other equity interests in any of its
Restricted Subsidiaries, nor will it permit any of its Restricted Subsidiaries
to issue, sell, transfer, pledge or otherwise dispose of any of its Capital
Stock or other equity interests, except in a transaction permitted by Section
6.4.

         SECTION 6.8       FISCAL YEAR; ORGANIZATIONAL DOCUMENTS; MATERIAL
CONTRACTS.

         The Parent Borrower will not, nor will it permit any of its
Subsidiaries to, change its fiscal year except in the event that any such
change could not reasonably be expected to have a Material Adverse Effect. The
Parent Borrower will not, nor will it permit any Subsidiary to, amend, modify
or change its articles of incorporation (or corporate charter or other similar
organizational document) or bylaws (or other similar document) in any manner
that could reasonably be expected to have a Material Adverse Effect without the
prior written consent of the Required Lenders. The Parent Borrower will not,
nor will it permit any of its Subsidiaries to, without the prior written
consent of the Administrative Agent, amend, modify, cancel or terminate or fail
to renew or extend or permit the amendment, modification, cancellation or
termination of any of the Material Contracts, except in the event that such
amendments, modifications, cancellations or terminations could not reasonably
be expected to have a Material Adverse Effect.

         SECTION 6.9       LIMITATION ON ACTIONS.

                  (a) The Parent Borrower will not, nor will it permit any
         Restricted Subsidiary to, directly or indirectly, create or otherwise
         cause or suffer to exist or become effective any encumbrance or
         restriction on the ability of any such Person to (i) pay dividends or
         make any other distributions to any Credit Party on its Capital Stock
         or with respect to any other interest or participation in, or measured
         by, its profits, (ii) pay any Indebtedness or other obligation owed to
         any Credit Party, (iii) make loans or advances to any Credit


                                       83
<PAGE>   89

         Party, (iv) sell, lease or transfer any of its properties or assets to
         any Credit Party, or (v) act as a Guarantor and pledge its assets
         pursuant to the Credit Documents or any renewals, refinancings,
         exchanges, refundings or extension thereof, except (in respect of any
         of the matters referred to in clauses (i)-(v) above) for such
         encumbrances or restrictions existing under or by reason of (A) this
         Agreement and the other Credit Documents, (B) applicable law, (C) any
         document or instrument governing Indebtedness incurred pursuant to
         Section 6.1(c), provided that any such restriction contained therein
         relates only to the asset or assets constructed or acquired in
         connection therewith, (D) customary restrictions and conditions
         contained in agreements relating to the sale of a Subsidiary or assets
         pending such sale, provided such restrictions and conditions apply only
         to the Subsidiary or assets that are to be sold and such sale is
         permitted hereunder, (E) restrictions or conditions imposed by any
         agreement relating to secured Indebtedness permitted by this Agreement
         if such restrictions or conditions apply only to the assets securing
         such Indebtedness, (F) customary provisions in leases and other
         contracts restricting the assignment thereof, (G) restrictions
         contained in documents executed in connection with any Permitted
         Receivables Financing, (H) any Permitted Lien or any document or
         instrument governing any Permitted Lien, provided that any such
         restriction contained therein relates only to the asset or assets
         subject to such Permitted Lien, (I) restrictions or conditions existing
         as a result of the issuance of preferred stock by a Subsidiary pursuant
         to warrants outstanding as of the Closing Date for the acquisition
         thereof, (J) restrictions set forth in the Amended and Restated
         Operating Agreement of Land-O-Sun Dairies, L.L.C., a Delaware limited
         liability company with respect to the terms and conditions of the LOS
         Preferred Member Interests, and (K) any indenture agreement, instrument
         or other arrangement relating to the assets or business of any
         Subsidiary and existing prior to the consummation of the Permitted
         Acquisition in which such Subsidiary was acquired.

                  (b) The Parent Borrower will not, nor will it permit any
         Restricted Subsidiary to, enter into, assume or become subject to any
         agreement prohibiting or otherwise restricting the creation or
         assumption of any Lien upon its properties or assets, whether now
         owned or hereafter acquired, or requiring the grant of any security
         for such obligation if security is given for some other obligation
         except (i) pursuant to this Agreement and the other Credit Documents,
         (ii) pursuant to applicable law, (iii) pursuant to any document or
         instrument governing Indebtedness incurred pursuant to Section 6.1(c),
         provided that in the case of Section 6.1(c) any such restriction
         contained therein relates only to the asset or assets constructed or
         acquired in connection therewith, (iv) customary restrictions and
         conditions contained in agreements relating to the sale of a
         Subsidiary or assets pending such sale, provided such restrictions and
         conditions apply only to the Subsidiary or assets that are to be sold
         and such sale is permitted hereunder, (v) restrictions or conditions
         imposed by any agreement relating to secured Indebtedness permitted by
         this Agreement if such restrictions or conditions apply only to the
         assets securing such Indebtedness, (vi) restrictions or conditions as
         the result of the issuance of preferred stock by a Subsidiary pursuant
         to warrants outstanding as of the Closing Date for the acquisition
         thereof, (vii) customary provisions in leases and other contracts
         restricting the assignment thereof, (viii) pursuant to the documents
         executed in connection with any Permitted Receivables Financing (but
         only to the extent that the


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<PAGE>   90

         related prohibitions against other encumbrances pertain to the
         applicable Transferred Assets actually sold, contributed, financed or
         otherwise conveyed or pledged pursuant to such Permitted Receivables
         Financing), (ix) restrictions in any document or instrument governing
         any Permitted Lien, provided that any such restriction contained
         therein relates only to the asset or assets subject to such Permitted
         Lien, (x) restrictions set forth in the Amended and Restated Operating
         Agreement of Land-O-Sun Dairies, L.L.C., a Delaware limited liability
         company, with respect to the terms and conditions of the LOS Preferred
         Member Interests, and (xi) any indenture agreement, instrument or other
         arrangement relating to the assets or business of any Subsidiary and
         existing prior to the consummation of the Permitted Acquisition in
         which such Subsidiary was acquired.

         SECTION 6.10       RESTRICTED PAYMENTS.

         The Parent Borrower will not, nor will it permit any Subsidiary to,
directly or indirectly, declare, order, make or set apart any sum for or pay
any Restricted Payment, except (a) to make dividends payable solely in the same
class of Capital Stock of such Person, (b) to make dividends or other
distributions payable to any Credit Party (directly or indirectly through
Subsidiaries), (c) as permitted by Section 6.11, (d) to make dividends or
repurchases on or before the Closing Date in order to consummate the
transactions contemplated by the Credit Documents, (e) to make dividends to or
repurchases from the Parent Borrower or the parent of such Subsidiary (provided
that such parent company is a Restricted Subsidiary) the proceeds of which
shall be used to pay taxes that are then due and payable or to retire
outstanding Indebtedness of such Person, (f) to make dividends to holders of
the Capital Stock of the Parent Borrower the proceeds of which shall be used to
pay taxes that are then due and payable and (g) to make other dividends,
provided that, after giving effect to such dividends on a Pro Forma Basis, no
Default or Event of Default shall have occurred and or be continuing or be
directly or indirectly caused as a result thereof.

         SECTION 6.11       PREPAYMENTS OF INDEBTEDNESS, ETC.

                  (a) The Parent Borrower will not, nor will it permit the
         Subsidiary Borrower to, amend or modify (or permit the amendment or
         modification of) any of the terms of the Senior Subordinated Notes if
         such amendment or modification would add or change any terms in a
         manner adverse to the issuer of such Indebtedness, or shorten the
         final maturity or average life to maturity or require any payment to
         be made sooner than originally scheduled or increase the interest rate
         applicable thereto or change any subordination provision thereof;
         provided, however, so long as no Default or Event of Default has
         occurred and is continuing or would result therefrom, the Subsidiary
         Borrower shall be entitled to prepay the Senior Subordinated Notes
         upon a Change of Control (as defined in the Indenture) in accordance
         with the terms of Section 4.08 of the Indenture.

                  (b) The Parent Borrower will furnish to the Administrative
         Agent a copy of each modification, supplement or waiver of any
         provisions of any agreement, instrument or other document evidencing
         or relating to the charter or bylaws of the Parent Borrower or any of
         its Subsidiaries promptly upon the effectiveness thereof (and the
         Administrative Agent will promptly furnish a copy thereof to each
         Lender).


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         SECTION 6.12       SALE LEASEBACKS.

         The Parent Borrower will not, nor will it permit any Subsidiary to,
directly or indirectly, become or remain liable as lessee or as guarantor or
other surety with respect to any lease, whether an operating lease or a Capital
Lease, of any property (whether real, personal or mixed), whether now owned or
hereafter acquired in excess of $50,000,000 in the aggregate on an annual
basis, (a) which the Parent Borrower or any Subsidiary has sold or transferred
or is to sell or transfer to a Person which is not the Parent Borrower or any
Subsidiary or (b) which the Parent Borrower or any Subsidiary intends to use
for substantially the same purpose as any other property which has been sold or
is to be sold or transferred by the Parent Borrower or any Subsidiary to
another Person which is not the Parent Borrower or any Subsidiary in connection
with such lease.

         SECTION 6.13       USE OF PROCEEDS.

         The Borrowers will not use the proceeds of the Loans and Letters of
Credit in a manner inconsistent with the uses permitted under Section 3.11
hereof.

         SECTION 6.14       DESIGNATED SENIOR INDEBTEDNESS.

         Other than the Indebtedness incurred by the Subsidiary Borrower
hereunder, the Subsidiary Borrower will not incur any Indebtedness that will be
classified as Designated Senior Indebtedness (as defined in the Indenture) or
designate any of its existing Indebtedness as Designated Senior Indebtedness.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

         SECTION 7.1       EVENTS OF DEFAULT.

         An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

                  (a) Any Borrower shall fail to pay any principal on any Note
         when due in accordance with the terms thereof or hereof; or the Parent
         Borrower shall fail to reimburse the Issuing Lender for any LOC
         Obligations when due in accordance with the terms hereof; or any
         Borrower shall fail to pay any interest on any Note or any fee or
         other amount payable hereunder when due in accordance with the terms
         thereof or hereof and such failure shall continue unremedied for three
         (3) Business Days (or any Guarantor shall fail to pay on the Guaranty
         in respect of any of the foregoing or in respect of any other Guaranty
         Obligations thereunder); or

                  (b) Any representation or warranty made or deemed made
         herein, in the Security Documents or in any of the other Credit
         Documents or which is contained in any


                                       86
<PAGE>   92

         certificate, document or financial or other statement furnished at any
         time under or in connection with this Agreement shall prove to have
         been incorrect, false or misleading in any material respect on or as of
         the date made or deemed made; or

                  (c) (i) Any Credit Party shall fail to perform, comply with
         or observe any term, covenant or agreement applicable to it contained
         in Sections 5.4(a), 5.7(a) or 5.9 or Article VI hereof; or (ii) any
         Credit Party shall fail to comply with any other covenant, contained
         in this Credit Agreement or the other Credit Documents or any other
         agreement, document or instrument among any Credit Party, the
         Administrative Agent and the Lenders or executed by any Credit Party
         in favor of the Administrative Agent or the Lenders (other than as
         described in Sections 7.1(a) or 7.1(c)(i) above), and in the event
         such breach or failure to comply is capable of cure, is not cured
         within thirty (30) days of its occurrence; or

                  (d) The Parent Borrower or any of its Restricted Subsidiaries
         shall (i) default in any payment of principal of or interest on any
         Indebtedness (other than the Notes) in a principal amount outstanding
         of at least $30,000,000 in the aggregate for the Parent Borrower and
         any of its Restricted Subsidiaries beyond the period of grace (not to
         exceed 30 days), if any, provided in the instrument or agreement under
         which such Indebtedness was created; or (ii) default in the observance
         or performance of any other agreement or condition relating to any
         Indebtedness in a principal amount outstanding of at least $30,000,000
         in the aggregate for the Parent Borrower and its Restricted
         Subsidiaries or contained in any instrument or agreement evidencing,
         securing or relating thereto, or any other event shall occur or
         condition exist, the effect of which default or other event or
         condition is to cause, or to permit the holder or holders of such
         Indebtedness or beneficiary or beneficiaries of such Indebtedness (or
         a trustee or agent on behalf of such holder or holders or beneficiary
         or beneficiaries) to cause, with the giving of notice if required,
         such Indebtedness to become due prior to its stated maturity; or

                  (e) (i) The Parent Borrower or any of its Restricted
         Subsidiaries shall commence any case, proceeding or other action (A)
         under any existing or future law of any jurisdiction, domestic or
         foreign, relating to bankruptcy, insolvency, reorganization or relief
         of debtors, seeking to have an order for relief entered with respect
         to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
         reorganization, arrangement, adjustment, winding-up, liquidation,
         dissolution, composition or other relief with respect to it or its
         debts, or (B) seeking appointment of a receiver, trustee, custodian,
         conservator or other similar official for it or for all or any
         substantial part of its assets, or the Parent Borrower or any
         Restricted Subsidiary shall make a general assignment for the benefit
         of its creditors; or (ii) there shall be commenced against the Parent
         Borrower or any Restricted Subsidiary any case, proceeding or other
         action of a nature referred to in clause (i) above which (A) results
         in the entry of an order for relief or any such adjudication or
         appointment or (B) remains undismissed, undischarged or unbonded for a
         period of 60 days; or (iii) there shall be commenced against the
         Parent Borrower or any Restricted Subsidiary any case, proceeding or
         other action seeking issuance of a warrant of attachment, execution,
         distraint or similar process against all or any substantial part of
         its assets which results in the entry of an order for any such relief
         which shall not have


                                       87
<PAGE>   93

         been vacated, discharged, or stayed or bonded pending appeal within 60
         days from the entry thereof; or (iv) the Parent Borrower or any
         Restricted Subsidiary shall take any action in furtherance of, or
         indicating its consent to, approval of, or acquiescence in, any of the
         acts set forth in clause (i), (ii), or (iii) above; or (v) the Parent
         Borrower or any Restricted Subsidiary shall generally not, or shall be
         unable to, or shall admit in writing its inability to, pay its debts as
         they become due; or

                  (f) One or more judgments or decrees shall be entered against
         the Parent Borrower or any of its Restricted Subsidiaries involving in
         the aggregate a liability (to the extent not paid when due or covered
         by insurance) of $30,000,000 or more and all such judgments or decrees
         shall not have been paid and satisfied, vacated, discharged, stayed or
         bonded pending appeal within 30 days from the entry thereof; or

                  (g) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of
         the Code) involving any Plan, (ii) any "accumulated funding
         deficiency" (as defined in Section 302 of ERISA), whether or not
         waived, shall exist with respect to any Plan or any Lien in favor of
         the PBGC or a Plan (other than a Permitted Lien) shall arise on the
         assets of the Parent Borrower, any of its Restricted Subsidiaries or
         any Commonly Controlled Entity, (iii) a Reportable Event shall occur
         with respect to, or proceedings shall commence to have a trustee
         appointed, or a trustee shall be appointed, to administer or to
         terminate, any Single Employer Plan, which Reportable Event or
         commencement of proceedings or appointment of a Trustee is, in the
         reasonable opinion of the Required Lenders, likely to result in the
         termination of such Plan for purposes of Title IV of ERISA, (iv) any
         Single Employer Plan shall terminate for purposes of Title IV of
         ERISA, (v) the Parent Borrower, any of its Restricted Subsidiaries or
         any Commonly Controlled Entity shall, or in the reasonable opinion of
         the Required Lenders is likely to, incur any liability in connection
         with a withdrawal from, or the Insolvency or Reorganization of, any
         Multiemployer Plan or (vi) any other similar event or condition shall
         occur or exist with respect to a Plan; and in each case in clauses (i)
         through (vi) above, such event or condition, together with all other
         such events or conditions, if any, could have a Material Adverse
         Effect; or

                  (h) A reasonable basis shall exist for the assertion against
         the Parent Borrower or any of its Subsidiaries, or any predecessor in
         interest of the Parent Borrower or any of its Subsidiaries, of (or
         there shall have been asserted against the Parent Borrower or any of
         its Subsidiaries) an Environmental Claim that, in the judgment of the
         Required Lenders, is reasonably likely to be determined adversely to
         the Parent Borrower or any of its Subsidiaries, and the amount thereof
         (either individually or in the aggregate) is reasonably likely to have
         a Material Adverse Effect (insofar as such amount is payable by the
         Parent Borrower or any of its Subsidiaries but after deducting any
         portion thereof that is reasonably expected to be paid by other
         creditworthy Persons jointly and severally liable therefor); or

                  (i) A Change of Control shall occur; or


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<PAGE>   94

                  (j) The Guaranty or any provision thereof shall cease to be
         in full force and effect or any Guarantor or any Person acting by or
         on behalf of any Guarantor shall deny or disaffirm any Guarantor's
         obligations under the Guaranty; or

                  (k) Any other Credit Document shall fail to be in full force
         and effect or to give the Administrative Agent and/or the Lenders the
         security interests, liens, rights, powers and privileges purported to
         be created thereby (except as such documents may be terminated or no
         longer in force and effect in accordance with the terms thereof, other
         than those indemnities and provisions which by their terms shall
         survive); or

                  (l) There shall occur and be continuing any Event of Default
         under and as defined in the Indenture or any other document evidencing
         the Senior Subordinated Notes or any of the Credit Party Obligations
         for any reason shall cease to be designated as senior indebtedness
         thereunder.

         SECTION 7.2       ACCELERATION; REMEDIES.

         Upon the occurrence of an Event of Default, then, and in any such
event, (a) if such event is an Event of Default specified in Section 7.1(e)
above, automatically the Commitments shall immediately terminate and the Loans
(with accrued interest thereon), and all other amounts under the Credit
Documents (including without limitation the maximum amount of all contingent
liabilities under Letters of Credit) shall immediately become due and payable,
the Administrative Agent shall have the right to enforce any and all other
rights and interests created and existing under the Credit Documents,
including, without limitation, all rights and remedies existing under the
Security Documents, all rights and remedies against a Guarantor and all rights
of set-off, and the Administrative Agent shall have the right to enforce any
and all other rights and remedies of a creditor under applicable law, and (b)
if such event is any other Event of Default, with the written consent of the
Required Lenders, the Administrative Agent may, or upon the written request of
the Required Lenders, the Administrative Agent shall, by notice to the
Borrowers, take any or all of the following actions: (i) declare the
Commitments to be terminated forthwith, whereupon the Commitments shall
immediately terminate; (ii) declare the Loans (with accrued interest thereon)
and all other amounts owing under this Agreement and the Notes to be due and
payable forthwith and direct the Borrowers to pay to the Administrative Agent
cash collateral as security for the LOC Obligations for subsequent drawings
under then outstanding Letters of Credit in an amount equal to the maximum
amount of which may be drawn under Letters of Credit then outstanding,
whereupon the same shall immediately become due and payable; (iii) enforce any
and all other rights and interests created and existing under the Credit
Documents, including, without limitation, all rights and remedies existing
under the Security Documents, all rights and remedies against a Guarantor and
all rights of set-off; and (iv) enforce any and all other rights and remedies
of a creditor under applicable law. Except as expressly provided above in this
Section 7.2, presentment, demand, protest and all other notices of any kind are
hereby expressly waived.


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<PAGE>   95

                                  ARTICLE VIII

                                    THE AGENT

         SECTION 8.1       APPOINTMENT.

         Each Lender hereby irrevocably designates and appoints First Union
National Bank as the Administrative Agent of such Lender under this Agreement,
and each such Lender irrevocably authorizes First Union National Bank, as the
Administrative Agent for such Lender, to take such action on its behalf under
the provisions of this Agreement and to exercise such powers and perform such
duties as are expressly delegated to the Administrative Agent by the terms of
this Agreement, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or otherwise exist against the Administrative Agent.

         SECTION 8.2       DELEGATION OF DUTIES.

         The Administrative Agent may execute any of its duties under this
Agreement by or through agents or attorneys-in-fact and shall be entitled to
advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable care. Without
limiting the foregoing, the Administrative Agent may appoint one of its
Affiliates as its agent to perform the functions of the Administrative Agent
hereunder relating to the advancing of funds to the Borrower and distribution
of funds to the Lenders and to perform such other related functions of the
Administrative Agent hereunder as are reasonably incidental to such functions.

         SECTION 8.3       EXCULPATORY PROVISIONS.

         Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement (except for its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
any Credit Party or any officer thereof contained in this Agreement or in any
certificate, report, statement or other document referred to or provided for
in, or received by the Administrative Agent under or in connection with, this
Agreement or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of any of the Credit Documents or for any failure
of any Credit Party to perform its obligations hereunder or thereunder. The
Administrative Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance by the Credit
Parties of any of the agreements contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of the Credit
Parties.



                                       90
<PAGE>   96

         SECTION 8.4       RELIANCE BY ADMINISTRATIVE AGENT.

         The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any Note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed
by it in good faith to be genuine and correct and to have been signed, sent or
made by the proper Person or Persons and upon advice and statements of legal
counsel (including, without limitation, counsel to the Credit Parties),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless (a) a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent and (b)
the Administrative Agent shall have received the written agreement of such
assignee to be bound hereby as fully and to the same extent as if such assignee
were an original Lender party hereto, in each case in form satisfactory to the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
any of the Credit Documents in accordance with a request of the Required
Lenders or all of the Lenders, as may be required under this Agreement, and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders and all future holders of the Notes.

         SECTION 8.5       NOTICE OF DEFAULT.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless
the Administrative Agent has received written notice from a Lender or a
Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event
that the Administrative Agent receives such a notice, the Administrative Agent
shall give prompt notice thereof to the Lenders. The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders; provided, however, that unless and
until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders except
to the extent that this Credit Agreement expressly requires that such action be
taken, or not taken, only with the consent or upon the authorization of the
Required Lenders, or all of the Lenders, as the case may be.

         SECTION 8.6       NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER
LENDERS.

         Each Lender expressly acknowledges that neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates has made any representation or warranty to it and that no act by
the Administrative Agent hereinafter taken, including any review of the affairs
of the Credit Parties, shall be deemed to constitute any representation or
warranty by the Administrative Agent to any Lender. Each Lender represents to
the


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<PAGE>   97

Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrowers and made its own decision to
make its Loans hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition
and creditworthiness of the Parent Borrower. Except for notices, reports and
other documents 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 the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Credit Parties which may come
into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or affiliates.

         SECTION 8.7       INDEMNIFICATION.

         The Lenders agree to indemnify the Administrative Agent in its
capacity hereunder (to the extent not reimbursed by the Borrowers and without
limiting the obligation of the Borrowers to do so), ratably according to their
respective Commitment Percentages in effect on the date on which
indemnification is sought under this Section, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment of the
Notes) be imposed on, incurred by or asserted against the Administrative Agent
in any way relating to or arising out of any Credit Document or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing;
provided, however, that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements to the extent resulting from
the Administrative Agent's gross negligence or willful misconduct, as
determined by a court of competent jurisdiction. The agreements in this Section
8.7 shall survive the termination of this Agreement and payment of the Notes
and all other amounts payable hereunder.

         SECTION 8.8       ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

         The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrowers
as though the Administrative Agent were not the Administrative Agent hereunder.
With respect to its Loans made or renewed by it and any Note issued to it, the
Administrative Agent shall have the same rights and powers under this Agreement
as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.


                                       92
<PAGE>   98

         SECTION 8.9       SUCCESSOR ADMINISTRATIVE AGENT.

         The Administrative Agent may resign as Administrative Agent upon 30
days' prior notice to the Borrowers and the Lenders. If the Administrative
Agent shall resign as Administrative Agent under this Agreement and the Notes,
then the Required Lenders shall appoint from among the Lenders a successor
agent for the Lenders, which successor agent shall be approved by the
Borrowers, so long as no Default or Event of Default has occurred and is
continuing, whereupon such successor agent shall succeed to the rights, powers
and duties of the Administrative Agent, and the term "Administrative Agent"
shall mean such successor agent effective upon such appointment and approval,
and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Notes. If no successor Administrative
Agent has accepted appointment as Administrative Agent within sixty (60) days
after the retiring Administrative Agent's giving notice of resignation, the
retiring Administrative Agent's resignation shall nevertheless become effective
and the Lenders shall perform all duties of the Administrative Agent hereunder
until such time, if any, as the Required Lenders appoint a successor
Administrative Agent as provided for above. After any retiring Administrative
Agent's resignation as Administrative Agent, the provisions of this Section 8.9
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement.

         SECTION 8.10      RESPONSIBILITY OF OTHER AGENTS.

         The Syndication Agent, the co-documentation agents and any other
agents designated as such on the signature pages hereto (other than the
Administrative Agent) shall have no responsibilities under this Agreement or
the other Credit Documents other than as a Lender.


                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.1       AMENDMENTS, WAIVERS AND RELEASE OF COLLATERAL.

         Neither this Agreement, nor any of the Notes, nor any of the other
Credit Documents, nor any terms hereof or thereof may be amended, supplemented,
waived or modified except in accordance with the provisions of this Section nor
may be released except as specifically provided herein or in the Security
Documents or in accordance with the provisions of this Section 9.1. The
Required Lenders may, or, with the written consent of the Required Lenders, the
Administrative Agent may, from time to time, (a) enter into with the Borrowers
written amendments, supplements or modifications hereto and to the other Credit
Documents for the purpose of adding any provisions to this Agreement or the
other Credit Documents or changing in any manner the rights or obligations of
the Lenders or of the Borrowers hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders may specify in such instrument,
any of the requirements of this Agreement or the other Credit Documents or any
Default or Event of Default and its consequences or (c) release Collateral in
accordance with the


                                      93
<PAGE>   99

terms hereof or of any Security Document or on such other terms and conditions
as the Required Lenders may agree; provided, however, that no such waiver and
no such amendment, waiver, supplement, modification or release shall:

                           (i) reduce the amount or extend the scheduled date
                  of maturity of any Loan or Note, or extend the expiry of any
                  Letter of Credit beyond the Maturity Date, or any installment
                  thereon, or reduce the stated rate of any interest or fee
                  payable hereunder (other than interest at the increased
                  post-default rate) or extend the scheduled date of any
                  payment thereof or increase the amount or extend the
                  expiration date of any Lender's Commitment, in each case
                  without the written consent of each Lender directly affected
                  thereby; or

                           (ii) amend, modify or waive any provision of Section
                  2.14, Section 9.1 or Section 9.7(a), or reduce the percentage
                  specified in the definition of Required Lenders, without the
                  written consent of all the Lenders; or

                           (iii) amend, modify or waive any provision of
                  Article VIII without the written consent of the then
                  Administrative Agent; or

                           (iv) release all or any substantial portion of the
                  Guarantors from their obligations under the Guaranty without
                  the written consent of all of the Lenders; or

                           (v) release all or any substantial portion of the
                  Collateral without the written consent of all of the Lenders,
                  or

                           (vi) without the consent of Lenders holding in the
                  aggregate more than 50% of the outstanding Term Loans, extend
                  the time for or the amount or the manner of application of
                  proceeds of any mandatory prepayment required by Section
                  2.9(b)(ii), (iii) or (iv) hereof, or

                           (vii) amend, modify or waive the requirement that
                  any issue be resolved or determined with the consent,
                  approval or upon the request of the Required Lenders or all
                  Lenders, without the written consent of all of the Lenders to
                  the change of such voting requirement and, provided, further,
                  that no amendment, waiver or consent affecting the rights or
                  duties of the Administrative Agent or the Issuing Lender
                  under any Credit Document shall in any event be effective,
                  unless in writing and signed by the Administrative Agent
                  and/or the Issuing Lender, as applicable, in addition to the
                  Lenders required hereinabove to take such action.

         Any such waiver, any such amendment, supplement or modification and
any such release shall apply equally to each of the Lenders and shall be
binding upon the Borrowers, the other Credit Parties, the Lenders, the
Administrative Agent and all future holders of the Notes. In the case of any
waiver, the Borrowers, the other Credit Parties, the Lenders and the
Administrative Agent shall be restored to their former position and rights
hereunder and under the outstanding Loans and Notes and other Credit Documents,
and any Default or Event of Default waived shall


                                      94
<PAGE>   100

be deemed to be cured and not continuing; but no such waiver shall extend to
any subsequent or other Default or Event of Default, or impair any right
consequent thereon.

         Notwithstanding any of the foregoing to the contrary, the consent of
the Credit Parties shall not be required for any amendment, modification or
waiver of the provisions of Article VIII (other than the provisions of Section
8.9); provided, however, that the Administrative Agent will provide written
notice to the Borrowers of any such amendment, modification or waiver. In
addition, the Borrowers and the Lenders hereby authorize the Administrative
Agent to modify this Credit Agreement by unilaterally amending or supplementing
Schedule 2.1(a) from time to time in the manner requested by the Borrowers, the
Administrative Agent or any Lender in order to reflect any assignments or
transfers of the Loans as provided for hereunder; provided, however, that the
Administrative Agent shall promptly deliver a copy of any such modification to
the Borrowers and each Lender.

         Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, (x) each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the provisions of
Section 1126(c) of the Bankruptcy Code supersede the unanimous consent
provisions set forth herein and (y) the Required Lenders may consent to allow a
Credit Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding.

         SECTION 9.2       NOTICES.

         Except as otherwise provided in Article II, all notices, requests and
demands to or upon the respective parties hereto to be effective shall be in
writing (including by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made (a) when delivered by
hand, (b) when transmitted via telecopy (or other facsimile device) to the
number set out herein, (c) the day following the day on which the same has been
delivered prepaid or pursuant to an invoice arrangement to a reputable national
overnight air courier service, or (d) the fifth Business Day following the day
on which the same is sent by certified or registered mail, postage prepaid, in
each case, addressed as follows in the case of the Borrowers, the other Credit
Parties and the Administrative Agent, and as set forth on Schedule 9.2 in the
case of the Lenders, or to such other address as may be hereafter notified by
the respective parties hereto and any future holders of the Notes:

     The Borrowers         [Name of Borrower/Credit Party]
     and the other         c/o Suiza Fluid Dairy Group, L.P.
     Credit Parties:       2515 McKinney Ave., Suite 1200
                           Dallas, Texas 75201
                           Attention:  Treasurer
                           Telecopier:  (214) 303-3499
                           Telephone:  (214) 303-3400


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<PAGE>   101

     The Administrative    First Union National Bank
     Agent:                Charlotte Plaza, 23rd Floor
                           201 South College Street
                           Charlotte, North Carolina  28288-0608
                           Attention: Syndication Agency Services
                           Telecopier: (704) 383-0288
                           Telephone:  (704) 374-2698

                           with a copy to:

                           First Union National Bank
                           One First Union Center, DC-5
                           Charlotte, North Carolina  28288-0737
                           Attention:       Mr. Jorge Gonzalez
                           Telecopier: (704) 374-3300
                           Telephone:  (704) 383-8461

         SECTION 9.3       NO WAIVER; CUMULATIVE REMEDIES.

         No failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

         SECTION 9.4       SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         All representations and warranties made hereunder and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the Notes and
the making of the Loans, provided that all such representations and warranties
shall terminate on the date upon which the Commitments have been terminated and
all amounts owing hereunder and under any Notes have been paid in full.

         SECTION 9.5       PAYMENT OF EXPENSES AND TAXES.

         The Credit Parties agree (a) to pay or reimburse the Administrative
Agent for all its reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation, negotiation, printing and
execution of, and any amendment, supplement or modification to, this Agreement
and the other Credit Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, together with the reasonable fees
and disbursements of counsel to the Administrative Agent, (b) to pay or
reimburse each Lender and the Administrative Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the Notes and any such other documents, including,
without limitation, the reasonable fees and disbursements of counsel to the


                                      96
<PAGE>   102

Administrative Agent and to the Lenders (including reasonable allocated costs
of in-house legal counsel), (c) on demand, to pay, indemnify, and hold each
Lender and the Administrative Agent harmless from, any and all recording and
filing fees and any and all liabilities with respect to, or resulting from any
delay in paying, stamp, excise and other similar taxes, if any, which may be
payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, the Credit Documents and any such other
documents, and (d) to pay, indemnify, and hold each Lender and the
Administrative Agent and their Affiliates harmless from and against, any and
all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance
and administration of the Credit Documents and any such other documents and the
use, or proposed use, of proceeds of the Loans (all of the foregoing,
collectively, the "indemnified liabilities"); provided, however, that the
Borrowers shall not have any obligation hereunder to the Administrative Agent
or any Lender with respect to indemnified liabilities arising from the gross
negligence or willful misconduct of the Administrative Agent or any such
Lender, as determined by a court of competent jurisdiction. The agreements in
this Section 9.5 shall survive repayment or assignment of the Loans, Notes and
all other amounts payable hereunder.

         SECTION 9.6       SUCCESSORS AND ASSIGNS; PARTICIPATIONS; PURCHASING
                           LENDERS.

                  (a) This Agreement shall be binding upon and inure to the
         benefit of the Borrowers, the Lenders, the Administrative Agent, all
         future holders of the Notes and their respective successors and
         assigns, except that the Borrowers may not assign or transfer any of
         their rights or obligations under this Agreement or the other Credit
         Documents without the prior written consent of each Lender.

                  (b) Any Lender may, in the ordinary course of its commercial
         banking business and in accordance with applicable law, at any time
         sell to one or more banks or other entities ("Participants")
         participating interests in any Loan owing to such Lender, any Note
         held by such Lender, any Commitment of such Lender, or any other
         interest of such Lender hereunder. In the event of any such sale by a
         Lender of participating interests to a Participant, such Lender's
         obligations under this Agreement to the other parties to this
         Agreement shall remain unchanged, such Lender shall remain solely
         responsible for the performance thereof, such Lender shall remain the
         holder of any such Note for all purposes under this Agreement, and the
         Borrowers and the Administrative Agent shall continue to deal solely
         and directly with such Lender in connection with such Lender's rights
         and obligations under this Agreement. No Lender shall transfer or
         grant any participation under which the Participant shall have rights
         to approve any amendment to or waiver of this Agreement or any other
         Credit Document except to the extent such amendment or waiver would
         (i) extend the scheduled maturity of any Loan or Note, or extend the
         expiry date of any Letter of Credit in which such Participant is
         participating beyond the Maturity Date, or any installment thereon in
         which such Participant is participating, or reduce the stated rate or
         extend the time of payment of interest or fees thereon (except in
         connection with a waiver of interest at the increased post-default
         rate)


                                      97
<PAGE>   103

         or reduce the principal amount thereof, or increase the amount of the
         Participant's participation over the amount thereof then in effect (it
         being understood that a waiver of any Default or Event of Default
         shall not constitute a change in the terms of such participation, and
         that an increase in any Commitment or Loan shall be permitted without
         consent of any Participant if the Participant's participation is not
         increased as a result thereof), (ii) release all or substantially all
         of the Guarantors from their obligations under the Guaranty, (iii)
         release all or substantially all of the Collateral, or (iv) consent to
         the assignment or transfer by the Borrowers of any of their rights and
         obligations under this Agreement other than in accordance with this
         Agreement. In the case of any such participation, the Participant
         shall not have any rights under this Agreement or any of the other
         Credit Documents (the Participant's rights against such Lender in
         respect of such participation to be those set forth in the agreement
         executed by such Lender in favor of the Participant relating thereto)
         and all amounts payable by the Borrowers hereunder shall be determined
         as if such Lender had not sold such participation; provided that each
         Participant shall be entitled to the benefits of Sections 2.18, 2.19,
         2.20 and 9.5 with respect to its participation in the Commitments and
         the Loans outstanding from time to time, but no Participant shall be
         entitled to receive any greater amount pursuant to such Sections than
         the transferor Lender would have been entitled to receive in respect
         of the amount of the participation transferred by such transferor
         Lender to such Participant had no such transfer occurred.

                  (c) Any Lender may, in the ordinary course of its commercial
         banking business and in accordance with applicable law, at any time,
         sell or assign to any Lender or any affiliate thereof or special
         purpose entity created thereby and with the consent of the
         Administrative Agent and, so long as no Event of Default has occurred
         and is continuing, the Borrowers (in each case, which consent shall
         not be unreasonably withheld), to one or more additional banks or
         financial institutions ("Purchasing Lenders"), all or any part of its
         rights and obligations under this Agreement and the Notes in minimum
         amounts of $5,000,000 with respect to its Revolving Commitment, its
         Revolving Loans, its SFG Revolving Loans and its Term Loans (or, if
         less, the entire amount of such Lender's obligations), pursuant to a
         Commitment Transfer Supplement, executed by such Purchasing Lender and
         such transferor Lender (and, in the case of a Purchasing Lender that
         is not then a Lender or an affiliate thereof, the Administrative Agent
         and, so long as no Event of Default has occurred and is continuing,
         the Borrowers), and delivered to the Administrative Agent for its
         acceptance and recording in the Register; provided, however, that (i)
         any sale or assignment to an existing Lender shall not require the
         consent of the Administrative Agent or the Borrowers nor shall any
         such sale or assignment be subject to the minimum assignment amounts
         specified herein and (ii) any partial assignment of the transferor
         Lender's Commitments shall be of an equal, pro rata percentage of such
         Lender's Revolving Commitment, Term A Loan Commitment and SFG Term
         Loan Commitment. Upon such execution, delivery, acceptance and
         recording, from and after the Transfer Effective Date specified in
         such Commitment Transfer Supplement, (x) the Purchasing Lender
         thereunder shall be a party hereto and, to the extent provided in such
         Commitment Transfer Supplement, have the rights and obligations of a
         Lender hereunder with a Commitment as set forth therein, and (y) the
         transferor Lender thereunder shall, to the extent provided in such
         Commitment


                                      98
<PAGE>   104

         Transfer Supplement, be released from its obligations under this
         Agreement (and, in the case of a Commitment Transfer Supplement
         covering all or the remaining portion of a transferor Lender's rights
         and obligations under this Agreement, such transferor Lender shall
         cease to be a party hereto). Such Commitment Transfer Supplement shall
         be deemed to amend this Agreement to the extent, and only to the
         extent, necessary to reflect the addition of such Purchasing Lender
         and the resulting adjustment of Commitment Percentages arising from
         the purchase by such Purchasing Lender of all or a portion of the
         rights and obligations of such transferor Lender under this Agreement
         and the Notes. On or prior to the Transfer Effective Date specified in
         such Commitment Transfer Supplement, the Borrowers, at their own
         expense, shall execute and deliver to the Administrative Agent in
         exchange for the Notes delivered to the Administrative Agent pursuant
         to such Commitment Transfer Supplement new Notes to the order of such
         Purchasing Lender in an amount equal to the Commitment assumed by it
         pursuant to such Commitment Transfer Supplement and, unless the
         transferor Lender has not retained a Commitment hereunder, new Notes
         to the order of the transferor Lender in an amount equal to the
         Commitment retained by it hereunder. Such new Notes shall be dated the
         Closing Date and shall otherwise be in the form of the Notes replaced
         thereby. The Notes surrendered by the transferor Lender shall be
         returned by the Administrative Agent to the Parent Borrower marked
         "canceled".

                  (d) The Administrative Agent shall maintain at its address
         referred to in Section 9.2 a copy of each Commitment Transfer
         Supplement delivered to it and a register (the "Register") for the
         recordation of the names and addresses of the Lenders and the
         Commitment of, and principal amount of the Loans owing to, each Lender
         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 the owner of the Loan recorded therein for all
         purposes of this Agreement. The Register shall be available for
         inspection by the Borrowers or any Lender at any reasonable time and
         from time to time upon reasonable prior notice.

                  (e) Upon its receipt of a duly executed Commitment Transfer
         Supplement, together with payment to the Administrative Agent by the
         transferor Lender or the Purchasing Lender, as agreed between them, of
         a registration and processing fee of $3,500 for each Purchasing Lender
         listed in such Commitment Transfer Supplement and the Notes subject to
         such Commitment Transfer Supplement, the Administrative Agent shall
         (i) accept such Commitment Transfer Supplement, (ii) record the
         information contained therein in the Register and (iii) give prompt
         notice of such acceptance and recordation to the Lenders and the
         Borrowers.

                  (f) The Credit Parties authorize each Lender to disclose to
         any Participant or Purchasing Lender (each, a "Transferee") and any
         prospective Transferee any and all financial information in such
         Lender's possession concerning the Credit Parties, their Subsidiaries
         and their Affiliates which has been delivered to such Lender by or on
         behalf of the Credit Parties pursuant to this Agreement or which has
         been delivered to such Lender by or on behalf of the Credit Parties in
         connection with such Lender's credit


                                      99
<PAGE>   105

         evaluation of the Credit Parties and their Affiliates prior to
         becoming a party to this Agreement, in each case subject to Section
         9.15.

                  (g) At the time of each assignment pursuant to this Section
         9.6 to a Person which is not already a Lender hereunder and which is
         not a United States person (as such term is defined in Section
         7701(a)(30) of the Code) for Federal income tax purposes, the
         respective assignee Lender shall provide to the Borrowers and the
         Administrative Agent the appropriate Internal Revenue Service Forms
         (and, if applicable, a 2.20 Certificate) described in Section 2.20.

                  (h) Nothing herein shall prohibit any Lender from pledging or
         assigning any of its rights under this Agreement (including, without
         limitation, any right to payment of principal and interest under any
         Note) to any Federal Reserve Bank in accordance with applicable laws.

         SECTION 9.7       ADJUSTMENTS; SET-OFF.

                  (a) Each Lender agrees that if any Lender (a "benefited
         Lender") shall at any time receive any payment of all or part of its
         Loans, or interest thereon, or receive any collateral in respect
         thereof (whether voluntarily or involuntarily, by set-off, pursuant to
         events or proceedings of the nature referred to in Section 7.1(e), or
         otherwise) in a greater proportion than any such payment to or
         collateral received by any other Lender, if any, in respect of such
         other Lender's Loans, or interest thereon, such benefited Lender shall
         purchase for cash from the other Lenders a participating interest in
         such portion of each such other Lender's Loans, or shall provide such
         other Lenders with the benefits of any such collateral, or the
         proceeds thereof, as shall be necessary to cause such benefited Lender
         to share the excess payment or benefits of such collateral or proceeds
         ratably with each of the Lenders; provided, however, that if all or
         any portion of such excess payment or benefits is thereafter recovered
         from such benefited Lender, such purchase shall be rescinded, and the
         purchase price and benefits returned, to the extent of such recovery,
         but without interest. The Borrowers agree that each Lender so
         purchasing a portion of another Lender's Loans may exercise all rights
         of payment (including, without limitation, rights of set-off) with
         respect to such portion as fully as if such Lender were the direct
         holder of such portion.

                  (b) In addition to any rights and remedies of the Lenders
         provided by law (including, without limitation, other rights of
         set-off), each Lender shall have the right, without prior notice to
         the Borrowers, any such notice being expressly waived by the Borrowers
         to the extent permitted by applicable law, upon the occurrence of any
         Event of Default, to setoff and appropriate and apply any and all
         deposits (general or special, time or demand, provisional or final),
         in any currency, and any other credits, indebtedness or claims, in any
         currency, in each case whether direct or indirect, absolute or
         contingent, matured or unmatured, at any time held or owing by such
         Lender or any branch or agency thereof to or for the credit or the
         account of the Borrowers, or any part thereof in such amounts as such
         Lender may elect, against and on account of the obligations and
         liabilities of the Borrowers to such Lender hereunder and claims of
         every nature and


                                      100
<PAGE>   106

         description of such Lender against the Borrowers, in any currency,
         whether arising hereunder, under the Notes or under any documents
         contemplated by or referred to herein or therein, as such Lender may
         elect, whether or not such Lender has made any demand for payment and
         although such obligations, liabilities and claims may be contingent or
         unmatured. The aforesaid right of set-off may be exercised by such
         Lender against the Borrowers or against any trustee in bankruptcy,
         debtor in possession, assignee for the benefit of creditors, receiver
         or execution, judgment or attachment creditor of the Borrowers, or
         against anyone else claiming through or against the Borrowers or any
         such trustee in bankruptcy, debtor in possession, assignee for the
         benefit of creditors, receiver, or execution, judgment or attachment
         creditor, notwithstanding the fact that such right of set-off shall
         not have been exercised by such Lender prior to the occurrence of any
         Event of Default. Each Lender agrees promptly to notify the Borrowers
         and the Administrative Agent after any such set-off and application
         made by such Lender; provided, however, that the failure to give such
         notice shall not affect the validity of such set-off and application.

         SECTION 9.8       TABLE OF CONTENTS AND SECTION HEADINGS.

         The table of contents and the Section and subsection headings herein
are intended for convenience only and shall be ignored in construing this
Agreement.

         SECTION 9.9       COUNTERPARTS.

         This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A set
of the copies of this Agreement signed by all the parties shall be lodged with
the Borrowers and the Administrative Agent.

         SECTION 9.10      EFFECTIVENESS; DESIGNATION AS SENIOR INDEBTEDNESS.

         This Credit Agreement shall become effective on the date on which all
of the parties have signed a copy hereof (whether the same or different copies)
and shall have delivered the same to the Administrative Agent pursuant to
Section 9.2 or, in the case of the Lenders, shall have given to the
Administrative Agent written, telecopied or telex notice (actually received) at
such office that the same has been signed and mailed to it. Upon this Agreement
becoming effective, each of the parties hereto acknowledge and agree that the
Credit Party Obligations shall be "Senior Indebtedness" as defined in and for
the purposes of the Indenture.

         SECTION 9.11      SEVERABILITY.

         Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.


                                      101
<PAGE>   107

         SECTION 9.12      INTEGRATION.

         This Agreement, the Notes and the other Credit Documents represent the
agreement of the Borrowers, the Administrative Agent and the Lenders with
respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Administrative Agent, the Borrowers or any
Lender relative to the subject matter hereof not expressly set forth or
referred to herein or in the Notes.

         SECTION 9.13      GOVERNING LAW.

         This Agreement and the Notes and the rights and obligations of the
parties under this Agreement and the Notes shall be governed by, and construed
and interpreted in accordance with, the law of the State of North Carolina.

         SECTION 9.14      CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

         All judicial proceedings brought against a Borrower and/or any other
Credit Party with respect to this Agreement, any Note or any of the other
Credit Documents may be brought in any state or federal court of competent
jurisdiction in the State of North Carolina, and, by execution and delivery of
this Agreement, each of the Borrowers and the other Credit Parties accepts, for
itself and in connection with its properties, generally and unconditionally,
the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees
to be bound by any final judgment rendered thereby in connection with this
Agreement from which no appeal has been taken or is available. Each of the
Borrowers and the other Credit Parties irrevocably agrees that all service of
process in any such proceedings in any such court may be effected by mailing a
copy thereof by registered or certified mail (or any substantially similar form
of mail), postage prepaid, to it at its address set forth in Section 9.2 or at
such other address of which the Administrative Agent shall have been notified
pursuant thereto, such service being hereby acknowledged by each of the
Borrowers and the other Credit Parties to be effective and binding service in
every respect. Each of the Borrowers, the other Credit Parties, the
Administrative Agent and the Lenders irrevocably waives any objection,
including, without limitation, any objection to the laying of venue or based on
the grounds of forum non conveniens which it may now or hereafter have to the
bringing of any such action or proceeding in any such jurisdiction. Nothing
herein shall affect the right to serve process in any other manner permitted by
law or shall limit the right of any Lender to bring proceedings against the
Borrowers or the other Credit Parties in the court of any other jurisdiction.

         SECTION 9.15      CONFIDENTIALITY.

         The Administrative Agent and each of the Lenders agrees that it will
use its best efforts not to disclose without the prior consent of the Borrowers
(other than to its employees, affiliates, auditors or counsel or to another
Lender) any information with respect to the Parent Borrower and its
Subsidiaries which is furnished pursuant to this Agreement, any other Credit
Document or any documents contemplated by or referred to herein or therein and
which is designated by a Borrower to the Lenders in writing as confidential or
as to which it is otherwise reasonably clear such information is not public,
except that any Lender may disclose any such information (a) as


                                      102
<PAGE>   108

has become generally available to the public other than by a breach of this
Section 9.15, (b) as may be required or appropriate in any report, statement or
testimony submitted to any municipal, state or federal regulatory body having
or claiming to have jurisdiction over such Lender or to the Federal Reserve
Board or the Federal Deposit Insurance Corporation or the OCC or the NAIC or
similar organizations (whether in the United States or elsewhere) or their
successors, (c) as may be required or appropriate in response to any summons or
subpoena or any law, order, regulation or ruling applicable to such Lender,
after notice to the Borrowers and opportunity to object to such disclosure to
the extent reasonably practicable, (d) to any prospective Participant or
assignee in connection with any contemplated transfer pursuant to Section 9.6,
provided that such prospective transferee shall have been made aware of this
Section 9.15 and shall have agreed to be bound by its provisions as if it were
a party to this Agreement or (e) to Gold Sheets and other similar bank trade
publications; such information to consist of deal terms and other information
regarding the credit facilities evidenced by this Credit Agreement customarily
found in such publications.

         SECTION 9.16      ACKNOWLEDGMENTS.

         The Borrowers and the other Credit Parties each hereby acknowledges
that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of each Credit Document;

                  (b) neither the Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to the Borrowers or any other
         Credit Party arising out of or in connection with this Agreement and
         the relationship between Administrative Agent and Lenders, on one
         hand, and the Borrowers and the other Credit Parties, on the other
         hand, in connection herewith is solely that of debtor and creditor;
         and

                  (c) no joint venture exists among the Lenders or among the
         Borrowers or the other Credit Parties and the Lenders.

         SECTION 9.17      WAIVERS OF JURY TRIAL AND PUNITIVE DAMAGES.

         THE BORROWERS, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN. The parties hereto agree that they shall not have a
remedy of punitive or exemplary damages against the other in any judicial
proceeding, any dispute, claim or controversy arising out of, connected with or
relating to this Agreement and other Credit Documents ("Disputes"), and hereby
waive any right or claim to punitive or exemplary damages they have now or
which may arise in the future in connection with any Dispute.


                                      103
<PAGE>   109

         SECTION 9.18      REFINANCING OF EXISTING SUBSIDIARY BORROWER DEBT.

         The parties hereto acknowledge and agree that the Indebtedness
incurred by the Subsidiary Borrower hereunder, for purposes of determining
compliance with Section 4.03 of the Indenture, refinances and replaces the Bank
Indebtedness (as defined in the Indenture).


                                   ARTICLE X

                                    GUARANTY

         Subject to the terms of Section 10.10 hereof, each of the Guarantors
hereby agrees as follows:

         SECTION 10.1      THE GUARANTY.

         In order to induce the Lenders to enter into this Agreement and to
extend credit hereunder and in recognition of the direct benefits to be
received by the Guarantors from the Extensions of Credit hereunder, each of the
Guarantors hereby agrees with the Administrative Agent and the Lenders as
follows: each Guarantor hereby unconditionally and irrevocably jointly and
severally guarantees as primary obligor and not merely as surety the full and
prompt payment when due, whether upon maturity, by acceleration or otherwise,
of any and all indebtedness of the Borrowers to the Administrative Agent and
the Lenders. If any or all of the indebtedness of the Borrowers to the
Administrative Agent and the Lenders becomes due and payable hereunder, subject
to the terms of Section 10.10, each Guarantor unconditionally promises to pay
such indebtedness to the Administrative Agent and the Lenders, on order, on
demand, together with any and all reasonable expenses which may be incurred by
the Administrative Agent or the Lenders in collecting any of the indebtedness.
The word "indebtedness" is used in this Article X in its most comprehensive
sense and includes any and all advances, debts, obligations and liabilities of
the Borrowers arising in connection with this Agreement, including, without
limitation, Hedging Agreements permitted hereunder, in each case, heretofore,
now, or hereafter made, incurred or created, whether voluntarily or
involuntarily, absolute or contingent, liquidated or unliquidated, determined
or undetermined, whether or not such indebtedness is from time to time reduced,
or extinguished and thereafter increased or incurred, whether the Borrowers may
be liable individually or jointly with others, whether or not recovery upon
such indebtedness may be or hereafter become barred by any statute of
limitations, and whether or not such indebtedness may be or hereafter become
otherwise unenforceable.

         Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents, to the extent the obligations of a Guarantor
shall be adjudicated to be invalid or unenforceable for any reason (including,
without limitation, because of any applicable state or federal law relating to
fraudulent conveyances or transfers) then the obligations of each such
Guarantor hereunder shall be limited to the maximum amount that is permissible
under applicable law (whether federal or state and including, without
limitation, the Bankruptcy Code).


                                      104
<PAGE>   110

         SECTION 10.2      BANKRUPTCY.

         Additionally, each of the Guarantors unconditionally and irrevocably
guarantees jointly and severally the payment of any and all indebtedness of the
Borrowers to the Lenders whether or not due or payable by the Borrowers upon
the occurrence of any of the events specified in Section 7.1(e), and
unconditionally promises to pay such indebtedness to the Administrative Agent
for the account of the Lenders, or order, on demand, in lawful money of the
United States. Each of the Guarantors further agrees that to the extent that
the Borrowers or a Guarantor shall make a payment or a transfer of an interest
in any property to the Administrative Agent or any Lender, which payment or
transfer or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, or otherwise is avoided, and/or required to be
repaid to a Borrower or a Guarantor, the estate of a Borrower or a Guarantor, a
trustee, receiver or any other party under any bankruptcy law, state or federal
law, common law or equitable cause, then to the extent of such avoidance or
repayment, the obligation or part thereof intended to be satisfied shall be
revived and continued in full force and effect as if said payment had not been
made.

         SECTION 10.3      NATURE OF LIABILITY.

         The liability of each Guarantor hereunder is exclusive and independent
of any security for or other guaranty of the indebtedness of the Borrowers
whether executed by any such Guarantor, any other guarantor or by any other
party, and no Guarantor's liability hereunder shall be affected or impaired by
(a) any direction as to application of payment by the Borrowers or by any other
party, or (b) any other continuing or other guaranty, undertaking or maximum
liability of a guarantor or of any other party as to the indebtedness of the
Borrowers, or (c) any payment on or in reduction of any such other guaranty or
undertaking, or (d) any dissolution, termination or increase, decrease or
change in personnel by the Borrowers, or (e) any payment made to the
Administrative Agent or the Lenders on the indebtedness which the
Administrative Agent or such Lenders repay the Borrowers pursuant to court
order in any bankruptcy, reorganization, arrangement, moratorium or other
debtor relief proceeding, and each of the Guarantors waives any right to the
deferral or modification of its obligations hereunder by reason of any such
proceeding. The obligations of the Guarantors hereunder are absolute and
unconditional, irrespective of the value, genuineness, validity, regularity or
enforceability of any of the Credit Documents, any Hedging Agreement entered
into in connection with this Agreement, or any other agreement or instrument
referred to therein, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety or a
guarantor.

         SECTION 10.4      INDEPENDENT OBLIGATION.

         The obligations of each Guarantor hereunder are independent of the
obligations of any other Guarantor or the Borrowers, and a separate action or
actions may be brought and prosecuted against each Guarantor whether or not
action is brought against any other Guarantor or the Borrowers and whether or
not any other Guarantor or the Borrowers is joined in any such action or
actions.


                                      105
<PAGE>   111

         SECTION 10.5      AUTHORIZATION.

         Each of the Guarantors authorizes the Administrative Agent and each
Lender without notice or demand (except as shall be required by applicable
statute and cannot be waived), and without affecting or impairing its liability
hereunder, from time to time to (a) renew, compromise, extend, increase,
accelerate or otherwise change the time for payment of, or otherwise change the
terms of the indebtedness or any part thereof in accordance with this
Agreement, including any increase or decrease of the rate of interest thereon,
(b) take and hold security from any Guarantor or any other party for the
payment of this Guaranty or the indebtedness and exchange, enforce, waive and
release any such security, (c) apply such security and direct the order or
manner of sale thereof as the Administrative Agent and the Lenders in their
discretion may determine and (d) release or substitute any one or more
endorsers, guarantors, the Borrowers or other obligors.

         SECTION 10.6      RELIANCE.

         It is not necessary for the Administrative Agent or the Lenders to
inquire into the capacity or powers of the Borrowers or the officers,
directors, partners or agents acting or purporting to act on their behalf, and
any indebtedness made or created in reliance upon the professed exercise of
such powers shall be guaranteed hereunder.

         SECTION 10.7      WAIVER.

                  (a) Each of the Guarantors waives any right (except as shall
         be required by applicable statute and cannot be waived) to require the
         Administrative Agent or any Lender to (i) proceed against the
         Borrowers, any other guarantor or any other party, (ii) proceed
         against or exhaust any security held from the Borrowers, any other
         guarantor or any other party, or (iii) pursue any other remedy in the
         Administrative Agent's or any Lender's power whatsoever. Each of the
         Guarantors waives any defense based on or arising out of any defense
         of a Borrower, any other Guarantor or any other party other than
         payment in full of the indebtedness, including without limitation any
         defense based on or arising out of the disability of a Borrower, any
         other guarantor or any other party, or the unenforceability of the
         indebtedness or any part thereof from any cause, or the cessation from
         any cause of the liability of a Borrower other than payment in full of
         the indebtedness. Without limiting the generality of the provisions of
         this Article X, each of the Guarantors hereby specifically waives the
         benefits of N.C. Gen. Stat. Sections 26-7 through 26-9, inclusive. The
         Administrative Agent or any of the Lenders may, at their election,
         foreclose on any security held by the Administrative Agent or a Lender
         by one or more judicial or nonjudicial sales, whether or not every
         aspect of any such sale is commercially reasonable (to the extent such
         sale is permitted by applicable law), or exercise any other right or
         remedy the Administrative Agent and any Lender may have against the
         Borrowers or any other party, or any security, without affecting or
         impairing in any way the liability of any Guarantor hereunder except
         to the extent the indebtedness has been paid. Each of the Guarantors
         waives any defense arising out of any such election by the
         Administrative Agent and each of the Lenders, even though such
         election operates to


                                      106
<PAGE>   112

         impair or extinguish any right of reimbursement or subrogation or
         other right or remedy of the Guarantors against the Borrowers or any
         other party or any security.

                  (b) Each of the Guarantors waives all presentments, demands
         for performance, protests and notices, including without limitation
         notices of nonperformance, notice of protest, notices of dishonor,
         notices of acceptance of this Guaranty, and notices of the existence,
         creation or incurring of new or additional indebtedness. Each
         Guarantor assumes all responsibility for being and keeping itself
         informed of each of the Borrower's financial condition and assets, and
         of all other circumstances bearing upon the risk of nonpayment of the
         indebtedness and the nature, scope and extent of the risks which such
         Guarantor assumes and incurs hereunder, and agrees that neither the
         Administrative Agent nor any Lender shall have any duty to advise such
         Guarantor of information known to it regarding such circumstances or
         risks.

                  (c) Each of the Guarantors hereby agrees it will not exercise
         any rights of subrogation which it may at any time otherwise have as a
         result of this Guaranty (whether contractual, under Section 509 of the
         U.S. Bankruptcy Code, or otherwise) to the claims of the Lenders
         against the Borrowers or any other guarantor of the indebtedness of
         the Borrowers owing to the Lenders (collectively, the "Other Parties")
         and all contractual, statutory or common law rights of reimbursement,
         contribution or indemnity from any Other Party which it may at any
         time otherwise have as a result of this Guaranty until such time as
         the Loans hereunder shall have been paid and the Commitments have been
         terminated. Each of the Guarantors hereby further agrees not to
         exercise any right to enforce any other remedy which the
         Administrative Agent and the Lenders now have or may hereafter have
         against any Other Party, any endorser or any other guarantor of all or
         any part of the indebtedness of the Borrowers and any benefit of, and
         any right to participate in, any security or collateral given to or
         for the benefit of the Lenders to secure payment of the indebtedness
         of the Borrowers until such time as the Loans hereunder shall have
         been paid and the Commitments have been terminated.

         SECTION 10.8      LIMITATION ON ENFORCEMENT.

         The Lenders agree that this Guaranty may be enforced only by the
action of the Administrative Agent acting upon the instructions of the Required
Lenders and that no Lender shall have any right individually to seek to enforce
or to enforce this Guaranty, it being understood and agreed that such rights
and remedies may be exercised by the Administrative Agent for the benefit of
the Lenders upon the terms of this Agreement. The Lenders further agree that
this Guaranty may not be enforced against any director, officer, employee or
stockholder of the Guarantors.

         SECTION 10.9      CONFIRMATION OF PAYMENT.

         The Administrative Agent and the Lenders will, upon request after
payment of the indebtedness and obligations which are the subject of this
Guaranty and termination of the commitments relating thereto, confirm to the
Borrowers, the Guarantors or any other Person that


                                      107
<PAGE>   113

such indebtedness and obligations have been paid and the commitments relating
thereto terminated, subject to the provisions of Section 10.2.

         SECTION 10.10     LIMITATIONS ON GUARANTY.

         Notwithstanding anything to the contrary herein, the parties hereto
acknowledge and agree that, so long as the Indebtedness evidenced by the Senior
Subordinated Notes remains outstanding, the Guaranty provided by the
Subsidiaries of the Subsidiary Borrower shall be limited to the obligations of
the Subsidiary Borrower hereunder and under the other Credit Documents.


                                      108
<PAGE>   114

         IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be duly executed and delivered by its proper and duly authorized
officers as of the day and year first above written.


BORROWERS:                        SUIZA FLUID DAIRY GROUP, L.P.,
                                  a Delaware limited partnership

                                  By:   Suiza Fluid Dairy Group GP, LLC


                                        By: /s/ COREY M. OLSON
                                           -------------------------------------
                                        Name:   Corey M. Olson
                                             -----------------------------------
                                        Title:  Vice President
                                              ----------------------------------


                                  SOUTHERN FOODS GROUP, L.P.,
                                  a Delaware limited partnership

                                  By:   SFG Management Limited Liability Company


                                        By: /s/ COREY M. OLSON
                                           -------------------------------------
                                        Name:   Corey M. Olson
                                             -----------------------------------
                                        Title:  Vice President
                                              ----------------------------------


                                                   SUIZA FLUID DAIRY GOUP, L.P.
                                                               CREDIT AGREEMENT


<PAGE>   115

GUARANTORS:               SFG MANAGEMENT LIMITED LIABILITY
                          COMPANY

                          SUIZA SOUTHEAST, LLC

                          BROUGHTON FOODS, LLC

                          LAND-O-SUN DAIRIES, LLC

                          COUNTRY DELITE FARMS, LLC

                          DAIRY FRESH, LLC

                          LOUIS TRAUTH DAIRY, LLC

                          VELDA FARMS, LLC

                          SUIZA GTL, LLC

                          NEW ENGLAND DAIRIES, LLC

                          TUSCAN/LEHIGH MANAGEMENT, L.L.C.

                          SUIZA WEST, LLC

                          ROBINSON DAIRY, LLC

                          MODEL DAIRY, LLC

                          SUIZA SOCAL, LLC

                          COUNTRY FRESH, LLC

                          OBERLIN FARMS DAIRY, LLC

                          LONDON'S FARM DAIRY, LLC

                          CF BURGER DAIRY, LLC


                          By: /s/ LISA TYSON
                             ---------------------------------------------------
                          Name:
                               -------------------------------------------------
                          Title:                       of each of the foregoing
                                 ---------------------
                                 limited liability companies


                          TUSCAN/LEHIGH DAIRIES, L.P.

                          By:    Tuscan/Lehigh Management, L.L.C.
                                 its general partner


                                 By: /s/ LISA TYSON
                                    --------------------------------------------
                                 Name:
                                      ------------------------------------------
                                 Title:
                                       -----------------------------------------


                                                   SUIZA FLUID DAIRY GOUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   116


                                 FIRST UNION NATIONAL BANK, in its capacity as
                                 Administrative Agent and individually in its
                                 capacity as a Lender

                                 By:     /s/ MARK B. FELKER
                                    --------------------------------------------
                                 Name:   Mark B. Felker
                                      ------------------------------------------
                                 Title:  Senior Vice President
                                       -----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   117


                                 BANK ONE, NA, in its capacity as Syndication
                                 Agent and individually in its capacity as a
                                 Lender


                                 By:      /s/ KATHY TURNER
                                    --------------------------------------------
                                 Name:    Kathy Turner
                                      ------------------------------------------
                                 Title:   Director
                                       -----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   118


                                 BANK OF AMERICA, N.A., in its capacity as
                                 Documentation Agent and individually in its
                                 capacity as a Lender


                                 By:      /s/ LYNN A. DURNING
                                    --------------------------------------------
                                 Name:    Lynn A. Durning
                                      ------------------------------------------
                                 Title:   Principal
                                       -----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   119



                                 FLEET NATIONAL BANK, in its capacity as
                                 Documentation Agent and individually in its
                                 capacity as a Lender


                                 By: /s/ STEVE KALN
                                    --------------------------------------------
                                 Name:   Steve Kaln
                                      ------------------------------------------
                                 Title:  Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   120



                                 COBANK, ACB, in its capacity as Managing Agent
                                 and individually in its capacity as a Lender


                                 By: /s/ BRIAN J. KLATT
                                    --------------------------------------------
                                 Name:   Brian J. Klatt
                                      ------------------------------------------
                                 Title:  Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   121



                                 CREDIT AGRICOLE INDOSUEZ,
                                 in its capacity as Managing Agent and
                                 individually in its capacity as a Lender

                                 By: /s/ BRADLEY C. PETERSON
                                    --------------------------------------------
                                 Name:   Bradley C. Peterson
                                      ------------------------------------------
                                 Title:  Vice President, Manager
                                       -----------------------------------------


                                 By: /s/ THOMAS P. GILLIS
                                    --------------------------------------------
                                 Name:   Thomas P. Gillis
                                      ------------------------------------------
                                 Title:  Vice President, Manager
                                       -----------------------------------------



                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   122


                                 COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
                                 B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH, in
                                 its capacity as Managing Agent and individually
                                 in its capacity as a Lender


                                 By: /s/ DAVID L. STREETER
                                    --------------------------------------------
                                 Name: David L. Streeter
                                      ------------------------------------------
                                 Title: Vice President
                                       -----------------------------------------


                                 By: /s/ NANCY J. O'CONNOR
                                    --------------------------------------------
                                 Name: Nancy J. O'Connor
                                      ------------------------------------------
                                 Title: Vice President
                                       -----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   123


                                 THE INDUSTRIAL BANK OF JAPAN, LIMITED, in its
                                 capacity as Managing Agent and individually in
                                 its capacity as a Lender


                                 By: /s/ MASASHI SAKAI
                                    --------------------------------------------
                                 Name: Masashi Sakai
                                      ------------------------------------------
                                 Title: General Manager
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   124



                                 WELLS FARGO BANK (TEXAS), N.A., in its
                                 capacity as Managing Agent and individually in
                                 its capacity as a Lender


                                 By: /s/ AUSTIN D. NETTLE
                                    --------------------------------------------
                                 Name: Austin D. Nettle
                                      ------------------------------------------
                                 Title: Assistant Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   125


                                 BANCO POPULAR DE PUERTO RICO, in its capacity
                                 as Co-Agent and individually in its capacity as
                                 a Lender


                                 By: /s/ HECTOR A. VINA
                                    --------------------------------------------
                                 Name: Hector A. Vina
                                      ------------------------------------------
                                 Title: Vice President
                                       -----------------------------------------


                                 By: /s/ ANDREW H. MELVILLE
                                    --------------------------------------------
                                 Name: Andrew H. Melville
                                      ------------------------------------------
                                 Title: Assistant Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   126


                                 BANCO POPULAR NORTH AMERICA, in its capacity
                                 as Co-Agent and individually in its capacity as
                                 a Lender


                                 By: /s/ ANDREW H. MELVILLE
                                    --------------------------------------------
                                 Name: Andrew H. Melville
                                      ------------------------------------------
                                 Title: AVP
                                       -----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   127



                                 THE BANK OF TOKYO-MITSUBISHI, LTD., in its
                                 capacity as Co-Agent and individually in its
                                 capacity as a Lender


                                 By: /s/ D. BARNELL
                                    --------------------------------------------
                                 Name:   D. Barnell
                                      ------------------------------------------
                                 Title:  Vice President
                                       -----------------------------------------


                                 By: /s/ JOHN M. MEARNS
                                    --------------------------------------------
                                 Name:   John M. Mearns
                                      ------------------------------------------
                                 Title:  Vice President & Manager
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   128


                                 THE BANK OF NOVA SCOTIA, in its capacity as
                                 Co-Agent and individually in its capacity as a
                                 Lender


                                 By: /s/ F.C.H. ASHBY
                                    --------------------------------------------
                                 Name:   F.C.H. Ashby
                                      ------------------------------------------
                                 Title:  Senior Manager Loan Operations
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   129


                                 GUARANTY FEDERAL BANK, F.S.B. in its capacity
                                 as Co-Agent and individually in its capacity as
                                 a Lender

                                 By: /s/ ROBERT S. HAYS
                                    --------------------------------------------
                                 Name:   Robert S. Hays
                                      ------------------------------------------
                                 Title:  Senior Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   130


                                 SUNTRUST BANK, ATLANTA, in its capacity as
                                 Co-Agent and individually in its capacity as a
                                 Lender


                                 By: /s/ F. STEVEN PARRISH
                                    --------------------------------------------
                                 Name:   F. STEVEN PARRISH
                                      ------------------------------------------
                                 Title:  VICE PRESIDENT
                                       -----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   131



                                 HARRIS TRUST AND SAVINGS BANK


                                 By:    /s/ DIANNA D. CARR
                                    --------------------------------------------
                                 Name:      Dianna D. Carr
                                      ------------------------------------------
                                 Title:     Vice President
                                       -----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   132



                                 BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE,
                                 INC.


                                 By:    /s/ ROBERT M. BIRINGER
                                    --------------------------------------------
                                 Name:      Robert M. Biringer
                                      ------------------------------------------
                                 Title:     Executive Vice President
                                       -----------------------------------------

                                 By:    /s/ GARY W. ANDRESEN
                                    --------------------------------------------
                                 Name:      Gary W. Andresen
                                      ------------------------------------------
                                 Title:     Senior Associate
                                       -----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   133



                                 CREDIT INDUSTRIEL ET COMMERCIAL


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


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


                                                   SUIZA FLUID DAIRY GOUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   134


                                 U.S. BANCORP AG CREDIT, INC.


                                 By: /s/ JOHN W. BALL
                                    --------------------------------------------
                                 Name: John W. Ball
                                      ------------------------------------------
                                 Title: VP
                                       -----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   135



                      BANK HAPOALIM B.M.


                      By: /s/ MICHAEL J. BYRNE          /s/ THOMAS J. HEPPERLE
                         -------------------------------------------------------
                      Name:    MICHAEL J. BYRNE        THOMAS J. HEPPERLE
                           -----------------------------------------------------
                      Title: VP-SR. LENDING OFFICER      VICE PRESIDENT
                            ----------------------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   136



                                 THE BANK OF NEW YORK


                                 By: /s/ MARK T. FAMILO
                                    --------------------------------------------
                                 Name:  Mark T. Familo
                                      ------------------------------------------
                                 Title: Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   137



                                 BANQUE NATIONALE DE PARIS


                                 By: /s/ STEPHANIE ROGERS
                                    --------------------------------------------
                                 Name:  Stephanie Rogers
                                      ------------------------------------------
                                 Title: Vice President
                                       -----------------------------------------

                                 By: /s/ GREGG W. BONARD
                                    --------------------------------------------
                                 Name:   Gregg W. Bonard
                                      ------------------------------------------
                                 Title:  Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   138



                                 THE CHASE MANHATTAN BANK


                                 By:      /s/ GARY L. SEDVARK
                                    --------------------------------------------
                                 Name:    Gary L. Sedvark
                                      ------------------------------------------
                                 Title:   Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   139


                                 CREDIT LYONNAIS NEW YORK BRANCH


                                 By:     /s/ ROBERT IVOSEVICH
                                    --------------------------------------------
                                 Name:   Robert Ivosevich
                                      ------------------------------------------
                                 Title:  Senior Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   140



                                 THE DAI-ICHI KANGYO BANK, LTD., CHICAGO BRANCH


                                 By:     /s/ JOHN S. SNEED
                                    --------------------------------------------
                                 Name:   John S. Sneed
                                      ------------------------------------------
                                 Title:  Senior Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   141



                                 THE MITSUBISHI TRUST & BANKING CORPORATION


                                 By:     /s/ NOBUO TOMINAGA
                                    --------------------------------------------
                                 Name:   Nobuo Tominaga
                                      ------------------------------------------
                                 Title:  Chief Manager
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   142


                                 NATIONAL CITY BANK OF KENTUCKY


                                 By:     /s/ TOM GURBACH
                                    --------------------------------------------
                                 Name:   Tom Gurbach
                                      ------------------------------------------
                                 Title:  Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   143



                                 THE SANWA BANK, LIMITED, NEW YORK BRANCH


                                 By:     /s/ JOHN T. FEENEY
                                    --------------------------------------------
                                 Name:   John T. Feeney
                                      ------------------------------------------
                                 Title:  Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   144



                                 THE FUJI BANK, LIMITED


                                 By:      /s/ RAYMOND VENTURA
                                    --------------------------------------------
                                 Name:    Raymond Ventura
                                      ------------------------------------------
                                 Title:   Vice President & Manager
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   145



                                 THE SAKURA BANK, LIMITED


                                 By:      /s/ YOSHIKAZU NAGURA
                                    --------------------------------------------
                                 Name:    Yoshikazu Nagura
                                      ------------------------------------------
                                 Title:   Senior Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   146



                                 MERCANTILE BANK NATIONAL ASSOCIATION


                                 By:     /s/ DAVID F. HIGBEE
                                    --------------------------------------------
                                 Name:   David F. Higbee
                                      ------------------------------------------
                                 Title:  Vice President
                                       -----------------------------------------


                                                  SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   147



                                 BANK OF HAWAII


                                 By: /s/ BRENDA K. TESTERMAN
                                     -------------------------------------------
                                 Name: Brenda K. Testerman
                                       -----------------------------------------
                                 Title: Vice President
                                        ----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   148



                                 ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG


                                 By:    /s/ ARCINEE HOVANESSIAN
                                    --------------------------------------------
                                 Name:      Arcinee Hovanessian
                                      ------------------------------------------
                                 Title:     Vice President
                                            Erste Bank New York Branch
                                       -----------------------------------------

                                 By:    /s/ ANCA THIFAN
                                    --------------------------------------------
                                 Name:      Anca Thifan
                                      ------------------------------------------
                                 Title:     Vice President
                                       -----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                                CREDIT AGREEMENT

<PAGE>   149



                                 MICHIGAN NATIONAL BANK


                                 By: /s/ ERIC RAEGE
                                     -------------------------------------------
                                 Name: Eric Raege
                                       -----------------------------------------
                                 Title: Commercial Relationship Manager
                                        ----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                               CREDIT AGREEMENT

<PAGE>   150



                                 RZB FINANCE LLC


                                 By:    /s/ DIETER BEINTREXLER
                                    --------------------------------------------
                                 Name:      Dieter Beintrexler
                                      ------------------------------------------
                                 Title:     President
                                       -----------------------------------------

                                 By:    /s/ CHRISTOPH HOEDL
                                    --------------------------------------------
                                 Name:
                                      ------------------------------------------
                                 Title:
                                       -----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                                CREDIT AGREEMENT

<PAGE>   151



                                 NATEXIS BANQUE BFCE


                                 By:    /s/ RENAUD J. D'HERBES
                                    --------------------------------------------
                                 Name:      Renaud J. d'Herbes
                                      ------------------------------------------
                                 Title:     Senior Vice President
                                            and Regional Manager
                                       -----------------------------------------


                                 By:    /s/ DANIEL PAYER
                                    --------------------------------------------
                                 Name:      Daniel Payer
                                      ------------------------------------------
                                 Title:     Assistant Vice President
                                       -----------------------------------------


                                                   SUIZA FLUID DAIRY GROUP, L.P.
                                                                CREDIT AGREEMENT