<PAGE>   1
                                                                    EXHIBIT 10.2

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                                CREDIT AGREEMENT

                                     among

                            SUIZA FOODS CORPORATION,
                                  as Borrower,


                   CERTAIN OF THE DOMESTIC SUBSIDIARIES OF THE
                   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............................................................24
         Section 1.3    Accounting Terms.........................................................................25

ARTICLE II  THE LOANS; AMOUNT AND TERMS..........................................................................25
         Section 2.1    Revolving Loans..........................................................................25
         Section 2.2    Swingline Loan Subfacility...............................................................27
         Section 2.3    Letter of Credit Subfacility.............................................................28
         Section 2.4    Fees.....................................................................................32
         Section 2.5    Reduction or Increase of the Revolving Commitments.......................................33
         Section 2.6    Prepayments..............................................................................34
         Section 2.7    Minimum Borrowing Amounts and Principal Amounts of Tranches..............................35
         Section 2.8    Interest; Interest Payment Dates.........................................................36
         Section 2.9    Conversion Options.......................................................................36
         Section 2.10   Computation of Interest and Fees.........................................................37
         Section 2.11   Pro Rata Treatment and Payments..........................................................38
         Section 2.12   Non-Receipt of Funds by the Administrative Agent.........................................39
         Section 2.13   Inability to Determine Interest Rate.....................................................39
         Section 2.14   Illegality...............................................................................40
         Section 2.15   Requirements of Law......................................................................40
         Section 2.16   Indemnity................................................................................42
         Section 2.17   Taxes....................................................................................42
         Section 2.18   Indemnification; Nature of Issuing Lender's Duties.......................................44
         Section 2.19   Defaulting Lenders; Limitation on Claims.................................................46
         Section 2.20   Replacement of Lenders...................................................................47

ARTICLE III  REPRESENTATIONS AND WARRANTIES......................................................................47
         Section 3.1    Financial Condition......................................................................48
         Section 3.2    No Change................................................................................48
         Section 3.3    Corporate Existence; Compliance with Law.................................................48
         Section 3.4    Corporate Power; Authorization; Enforceable Obligations..................................48
         Section 3.5    No Legal Bar; No Default.................................................................49
         Section 3.6    No Material Litigation...................................................................49
         Section 3.7    Government Acts..........................................................................49
         Section 3.8    Margin Regulations.......................................................................50
         Section 3.9    ERISA....................................................................................50
         Section 3.10   Environmental Matters....................................................................50
         Section 3.11   Purpose of Loans.........................................................................51
         Section 3.12   Subsidiaries.............................................................................51
         Section 3.13   Ownership................................................................................52
         Section 3.14   Indebtedness.............................................................................52
         Section 3.15   Taxes....................................................................................52
         Section 3.16   Intellectual Property....................................................................52
         Section 3.17   Solvency.................................................................................53
         Section 3.18   Investments..............................................................................53
         Section 3.19   Location of Chief Executive Office.......................................................53
         Section 3.20   No Burdensome Restrictions...............................................................53
         Section 3.21   Brokers' Fees............................................................................53
         Section 3.22   Labor Matters............................................................................53
         Section 3.23   Accuracy and Completeness of Information.................................................53
         Section 3.24   Year 2000 Issue..........................................................................54
</TABLE>



<PAGE>   3

<TABLE>
<S>                                                                                                             <C>
ARTICLE IV  CONDITIONS PRECEDENT.................................................................................54
         Section 4.1    Conditions to Closing Date and Initial Revolving Loans...................................54
         Section 4.2    Conditions to All Extensions of Credit...................................................58

ARTICLE V  AFFIRMATIVE COVENANTS.................................................................................59
         Section 5.1    Financial Statements.....................................................................59
         Section 5.2    Certificates; Other Information..........................................................61
         Section 5.3    Payment of Obligations...................................................................61
         Section 5.4    Conduct of Business and Maintenance of Existence.........................................62
         Section 5.5    Maintenance of Property; Insurance.......................................................62
         Section 5.6    Inspection of Property; Books and Records; Discussions...................................63
         Section 5.7    Notices..................................................................................63
         Section 5.8    Environmental Laws.......................................................................65
         Section 5.9    Financial Covenants......................................................................65
         Section 5.10   Obligations Regarding Subsidiaries; Additional Subsidiary Guarantors.....................66
         Section 5.11   Compliance with Law......................................................................66
         Section 5.12   Pledged Assets...........................................................................67
         Section 5.13   Additional Credit Parties................................................................67
         Section 5.14   Year 2000 Compliance.....................................................................68

ARTICLE VI  NEGATIVE COVENANTS...................................................................................68
         Section 6.1    Indebtedness.............................................................................68
         Section 6.2    Liens....................................................................................69
         Section 6.3    Nature of Business.......................................................................69
         Section 6.4    Consolidation, Merger, Sale or Purchase of Assets, etc...................................69
         Section 6.5    Advances, Investments and Loans..........................................................71
         Section 6.6    Transactions with Affiliates.............................................................71
         Section 6.7    Ownership of Subsidiaries; Restrictions..................................................71
         Section 6.8    Fiscal Year; Organizational Documents; Material Contracts................................72
         Section 6.9    Limitation on Actions....................................................................72
         Section 6.10   Restricted Payments......................................................................73
         Section 6.11   Amendments, Modifications................................................................74
         Section 6.12   Sale Leasebacks..........................................................................74
         Section 6.13   Use of Proceeds..........................................................................74

ARTICLE VII  EVENTS OF DEFAULT...................................................................................74
         Section 7.1    Events of Default........................................................................74
         Section 7.2    Acceleration; Remedies...................................................................77

ARTICLE VIII  THE AGENT..........................................................................................78
         Section 8.1    Appointment..............................................................................78
         Section 8.2    Delegation of Duties.....................................................................78
         Section 8.3    Exculpatory Provisions...................................................................78
         Section 8.4    Reliance by Administrative Agent.........................................................79
         Section 8.5    Notice of Default........................................................................79
         Section 8.6    Non-Reliance on Administrative Agent and Other Lenders...................................79
         Section 8.7    Indemnification..........................................................................80
         Section 8.8    Administrative Agent in Its Individual Capacity..........................................80
         Section 8.9    Successor Administrative Agent...........................................................81

ARTICLE IX  MISCELLANEOUS........................................................................................81
         Section 9.1    Amendments, Waivers and Release of Collateral............................................81
         Section 9.2    Notices..................................................................................83
         Section 9.3    No Waiver; Cumulative Remedies...........................................................84
         Section 9.4    Survival of Representations and Warranties...............................................84
         Section 9.5    Payment of Expenses and Taxes............................................................84
         Section 9.6    Successors and Assigns; Participations; Purchasing Lenders...............................85
</TABLE>


<PAGE>   4

<TABLE>
<S>                                                                                                             <C>
         Section 9.7    Adjustments; Set-off.....................................................................88
         Section 9.8    Table of Contents and Section Headings...................................................89
         Section 9.9    Counterparts.............................................................................89
         Section 9.10   Effectiveness............................................................................89
         Section 9.11   Severability.............................................................................89
         Section 9.12   Integration..............................................................................89
         Section 9.13   Governing Law............................................................................90
         Section 9.14   Consent to Jurisdiction and Service of Process...........................................90
         Section 9.15   Confidentiality..........................................................................90
         Section 9.16   Acknowledgments..........................................................................91
         Section 9.17   Waivers of Jury Trial....................................................................91

ARTICLE X  GUARANTY..............................................................................................91
         Section 10.1   The Guaranty.............................................................................91
         Section 10.2   Bankruptcy...............................................................................92
         Section 10.3   Nature of Liability......................................................................93
         Section 10.4   Independent Obligation...................................................................93
         Section 10.5   Authorization............................................................................93
         Section 10.6   Reliance.................................................................................94
         Section 10.7   Waiver...................................................................................94
         Section 10.8   Limitation on Enforcement................................................................95
         Section 10.9   Confirmation of Payment..................................................................95
</TABLE>



<PAGE>   5



<TABLE>
<CAPTION>
SCHEDULES

<S>                                 <C>
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 Swingline Note
Schedule 2.9                        Form of Notice of Conversion/Extension
Schedule 2.17                       2.17 Certificate
Schedule 3.6                        Litigation
Schedule 3.9                        ERISA
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
</TABLE>



<PAGE>   6



         CREDIT AGREEMENT, dated as of January 4, 2000, among SUIZA FOODS
CORPORATION, a Delaware corporation (the "Borrower"), those Domestic
Subsidiaries of the Borrower identified as a "Guarantor" on the signature pages
hereto and such other Domestic Subsidiaries of the 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 Borrower has requested that the Lenders make loans and
other financial accommodations to the Borrower as more particularly described
herein;

         WHEREAS, the Lenders have agreed to make such loans and other financial
accommodations to the Borrower 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 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.

         "Additional Lender" has the meaning set forth in Section 2.5.


<PAGE>   7

         "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 Borrower or any of its
Subsidiaries, and (b) none of the Restricted Subsidiaries of the 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 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,



                                       2
<PAGE>   8

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 which are Alternate Base
Rate Loans shall be the percentage set forth under the column "Alternate Base
Rate Margin for Revolving Loans", (ii) Revolving Loans which are LIBOR Rate
Loans shall be the percentage set forth under the column "LIBOR Rate Margin for
Revolving 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
                     Leverage           Margin for          Margin for       Letter of Credit       Commitment
      Level           Ratio          Revolving Loans     Revolving Loans           Fees                 Fee
      -----     -----------------    ---------------     ---------------     ----------------       ----------
<S>             <C>                  <C>                 <C>                 <C>                    <C>
        I         => 2.50 to 1.0          0.75%               1.75%               1.75%                0.50%

       II       < 2.50 to 1.0 but         0.50%               1.50%               1.50%               0.375%
                  => 2.00 to 1.0

       III      < 2.00 to 1.0 but         0.25%               1.25%               1.25%               0.375%
                  => 1.50 to 1.0

       IV       < 1.50 to 1.0 but           0%                1.00%               1.00%               0.375%
                  => 1.00 to 1.0

        V         < 1.00 to 1.0             0%                0.75%               0.75%               0.375%
</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 date on which the 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 V until the first
Interest Determination Date occurring after the Closing Date. After the Closing
Date, if the Borrower shall fail to provide the quarterly financial information
and certifications in accordance with the provisions of Sections 5.1(b) and



                                       3
<PAGE>   9

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 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.

         "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.

         "Borrower" 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.

         "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



                                       4
<PAGE>   10

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) any Person or two or more Persons
acting in concert (other than Mr. Gregg L. Engles or any other shareholder of
the Borrower as of the Closing Date) 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
Borrower (or other securities convertible into such Voting Stock, excluding for
purposes hereof, the TIPES and/or the debentures issued in connection therewith)
representing 20% or more of the combined voting power of all Voting Stock of the
Borrower, or (b) 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 Borrower (together with any new director whose election by
the Borrower's Board of Directors or whose nomination for election by the
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
Borrower then in office. 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
and the Swingline Commitment, individually or collectively, as appropriate.



                                       5
<PAGE>   11

         "Commitment Fee" shall have the meaning set forth in Section 2.4(a).

         "Commitment Percentage" shall mean the Revolving Commitment Percentage
and/or the LOC 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 the Borrower within the meaning
of Section 4001 of ERISA or is part of a group which includes the 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 and interest paid on debentures issued in
connection with the TIPES, (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 Borrower and its Restricted Subsidiaries other than interest
expense associated with any TIPES or the debentures issued in connection
therewith, including the interest component under Capital Leases 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.

         "Consolidated Net Income" means, for any period, net income (excluding
extraordinary items) after taxes for such period of the 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,



                                       6
<PAGE>   12

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) plus (d) the
aggregate outstanding face amount of TIPES; provided, however, TIPES shall only
be included in the calculation of Consolidated Net Worth if the following
criteria are met: (i) at least five quarters remain during which the Borrower
may defer interest payments on the subordinated debentures related to the TIPES,
(ii) if a Default or an Event of Default shall have occurred and be continuing,
no interest or principal is paid on the subordinated debentures related to the
TIPES and (iii) the then existing Maturity Date is earlier than the date on
which the Borrower may no longer defer interest payments on the subordinated
debentures related to the TIPES.

         "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 Borrower 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
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 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



                                       7
<PAGE>   13

the 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 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.

         "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



                                       8
<PAGE>   14

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 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, (c) Permitted Investments described in clause
(a) of the definition thereof and (d) an Investment Tax Credit.

         "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 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) 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.



                                       9
<PAGE>   15

         "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 2.18.

         "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 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 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



                                       10
<PAGE>   16

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 2.5.

         "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; provided, however, it is
understood and agreed that Indebtedness shall not include the TIPES or
debentures issued by the Borrower or its Subsidiaries in connection therewith.

         "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 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 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
Borrower and its Restricted Subsidiaries for the first three complete fiscal
quarters to occur after



                                       11
<PAGE>   17

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 1/3).

         "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
        the 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 the 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;

                           (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 shall fail to give notice as
                  provided above, the 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



                                       12
<PAGE>   18

                           (E) no more than six (6) 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.

         "Investment Tax Credit" shall mean an investment tax credit to which
the Parent Borrower or any of its Restricted Subsidiaries may be entitled
pursuant to the Puerto Rico Agricultural Tax Incentives Act of 1995.

         "Issuing Lender" shall mean First Union.

         "Issuing Lender Fees" shall have the meaning set forth in Section
2.4(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.

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

         "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
2.4(b).

         "Leverage Ratio" shall mean, with respect to the 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 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



                                       13
<PAGE>   19

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 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:

                  LIBOR Rate =                       LIBOR
                                     ------------------------------------
                                     1.00 - Eurodollar Reserve Percentage

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

         "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 and/or a Swingline Loan, as
appropriate.

         "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 2.3 and, individually, the amount of each
Lender's LOC Commitment as specified in Schedule 2.1(a).



                                       14
<PAGE>   20

         "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
2.2(b)(ii) or Section 2.3(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
Borrower and its Restricted Subsidiaries taken as a whole, (b) the ability of
the Borrower 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.

         "Material Contract" shall mean any contract or other arrangement,
whether written or oral, to which the 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 the Borrower, 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,
Suiza Fluid Dairy Group, L.P., Pete Schenkel and, for certain limited purposes,
Mid-Am Capital, L.L.C.



                                       15
<PAGE>   21

         "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.

         "Note" or "Notes" shall mean the Revolving Notes and/or the Swingline
Note, 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 2.9.

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

         "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 2.2(b)(ii) or
in Letters of Credit as provided in Section 2.3.

         "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
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 $100,000,000 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; provided, however, the 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 may exceed $100,000,000 with the consent of
the Required Lenders or if the funds for such acquisition are provided by SFDG
by a loan and the assets of the entity acquired or the assets acquired are
transferred to SFDG to extinguish such loan or in exchange for a preferred
ownership interest with terms matching such loan's terms, (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 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;



                                       16
<PAGE>   22

                  (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 Borrower in the
         Borrower, investments of any Restricted Subsidiary of the Borrower in
         any other Restricted Subsidiary of the Borrower or investments by the
         Borrower in any of its Restricted Subsidiaries;

                  (d) Permitted Acquisitions;

                  (e) operating deposit accounts with depository institutions;

                  (f) Hedging Agreements;

                  (g) (i) investments permitted under Section 6.4(b) hereof and
         (ii) indemnities executed in connection with the sale of Investment Tax
         Credits;

                  (h) investments by the 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 $4,000,000 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 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 Borrower from Unrestricted Subsidiaries
         during such fiscal year;

                  (m) additional investments in SFDG of assets of entities or
         assets acquired with proceeds of loans from SFDG or with the Capital
         Stock of the Borrower; and

                  (n) investments by the 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.

         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



                                       17
<PAGE>   23

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 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 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 Borrower or any of its Subsidiaries;



                                       18
<PAGE>   24

                  (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
         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 Borrower or such
         Subsidiary other than the assets so acquired, (B) the principal amount
         of Indebtedness 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 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 Borrower or any of its Subsidiaries in favor
         of the lessor created at the inception of the lease transaction,
         securing obligations of the 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 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 Borrower or
         its Subsidiaries;

                  (n) Liens securing Indebtedness of up to $50,000,000 in the
         aggregate principal amount at any one time outstanding which
         Indebtedness is permitted under Section 6.1(f) 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



                                       19
<PAGE>   25

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

         "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 property
relating thereto and the right to collections thereon, being the "Transferred
Assets") to any Person that is not a Subsidiary or Affiliate of the Borrower
(with respect to any such transaction, the "Receivables Financier"), (ii)
borrows from such Receivables 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 $100,000,000, (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 Borrower 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.



                                       20
<PAGE>   26

         "Pro Forma Basis" shall mean, with respect to any Permitted Acquisition
or any dividend made pursuant to Section 6.10(f), 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).

         "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 the Borrower to which any
Credit Party sells, contributes or otherwise conveys any Transferred Assets in
connection with such Permitted Receivables Financing.

         "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 Lenders holding in the aggregate not less
than 51% of all 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);
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,



                                       21
<PAGE>   27

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.

         "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 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 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 Borrower or any of its
Restricted Subsidiaries, now or hereafter outstanding.

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

         "Revolving Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Loans in an aggregate principal
amount at any time outstanding up to such Lender's Revolving 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 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 modified in connection with any assignment made in
accordance with the provisions of Section 9.6(c).

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



                                       22
<PAGE>   28

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

         "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.

         "SFDG" shall mean Suiza Fluid Dairy Group, L.P., a Delaware limited
partnership and Subsidiary of Borrower.

         "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 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 Borrower.

         "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 2.2(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 2.2(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 2.2(a).

         "Swingline Note" shall mean the promissory note of the Borrower in
favor of the Swingline Lender evidencing the Swingline Loans provided pursuant
to Section 2.2(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 2.17.

         "TIPES" shall mean the 5-1/2% Trust Convertible Preferred Securities
issued by Suiza Capital Trust II, a Delaware statutory business trust, in
accordance with the terms and provisions of the Amended and Restated Declaration
of Trust dated as of March 24, 1998 among the



                                       23
<PAGE>   29

Borrower, as Depositor, Wilmington Trust Company, as Delaware Trustee,
Wilmington Trust Company, as Property Trustee, Tracy L. Noll, J. Michael Lewis,
and Joseph B. Armes, each an Administrative Trustee and the Holders (as defined
therein).

         "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.

         "2.17 Certificate" shall have the meaning set forth in Section 2.17.

         "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 (a) Suiza Fluid Dairy Group GP,
LLC, Suiza Fluid Dairy Group Holdings, Inc., Suiza Fluid Dairy Group, L.P. and
their respective Subsidiaries, (b) Continental Can Company and its Subsidiaries,
(c) Dixie Holding, Inc. and its Subsidiaries, (d) Ferembal S.A. and its
Subsidiaries, (e) Franklin Plastics, Inc. and its Subsidiaries, (f) Lockbart
Realty Corp. and its Subsidiaries, (g) Viatech Espana SA and its Subsidiaries
and (h) any other Subsidiary of the 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.

         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.



                                       24
<PAGE>   30

                  (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 Borrower delivered to the Lenders;
provided that, if the 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 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 Borrower and the Required Lenders.

         The 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.


                                   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
         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 share of outstanding 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 aggregate
         Revolving Committed Amount and (ii) with regard to the Lenders
         collectively, the sum of the aggregate amount of outstanding Revolving
         Loans plus Swingline Loans plus LOC Obligations shall not exceed the
         Revolving Committed Amount. For purposes hereof, the aggregate amount
         available hereunder shall be THREE HUNDRED MILLION DOLLARS
         ($300,000,000) (as such aggregate maximum amount may be increased or
         reduced from time to time as provided in Section



                                       25
<PAGE>   31

         2.5, the "Revolving Committed Amount"). Revolving Loans may consist of
         Alternate Base Rate Loans or LIBOR Rate Loans, or a combination
         thereof, as the 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 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 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 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
                  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 Borrower by the Administrative Agent by
                  crediting the account of the 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.



                                       26
<PAGE>   32

                  (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 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 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 TEN MILLION DOLLARS ($10,000,000) (the "Swingline
         Committed Amount"), and (ii) the sum of the aggregate amount of
         outstanding 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
                  Borrower on any Business Day upon request made by the Borrower
                  not later than 4:00 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 Borrower and the Administrative
                  Agent, demand repayment of its Swingline Loans by way of a
                  Revolving Loan borrowing, in which case the 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
                  and on the same such date notwithstanding (I) the amount of
                  Mandatory



                                       27
<PAGE>   33

                  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
                  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 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 2.8(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 Borrower to the Swingline Lender
         in the original amount of the Swingline Committed Amount and
         substantially in the form of Schedule 2.2(d).

         SECTION 2.3 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 Lenders shall participate in,
         Letters of Credit for the account of the Borrower from time to time
         upon request in a form acceptable to the Issuing Lender; provided,
         however, that



                                       28
<PAGE>   34

         (i) the aggregate amount of LOC Obligations shall not at any time
         exceed SEVENTY-FIVE MILLION DOLLARS ($75,000,000) (the "LOC Committed
         Amount"), (ii) the sum of the aggregate amount of 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 Lenders 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 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 Borrower, its Subsidiaries (other than SFDG and 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 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



                                       29
<PAGE>   35

         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 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 Borrower
         and the Administrative Agent. The 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 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 Borrower shall immediately notify the
         Issuing Lender and the Administrative Agent of its intent to otherwise
         reimburse the Issuing Lender, the 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 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 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 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 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



                                       30
<PAGE>   36

         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 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 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 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.



                                       31
<PAGE>   37

                  (f) Designation of Subsidiaries as Account Parties.
         Notwithstanding anything to the contrary set forth in this Agreement,
         including without limitation Section 2.3(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 Borrower,
         provided that notwithstanding such statement, the 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 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. The Issuing Lender shall
         have the Letters of Credit be subject to The Uniform Customs and
         Practice for Documentary Credits, as published as of the date of issue
         by the International Chamber of Commerce (the "UCP"), in which case the
         UCP may be incorporated therein and deemed in all respects to be a part
         thereof.

         SECTION 2.4 FEES.

                  (a) Commitment Fee. In consideration of the Revolving
         Commitment, the Borrower agrees 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 aggregate 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 2.2(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 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, 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



                                       32
<PAGE>   38

         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 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 2.5 REDUCTION OR INCREASE OF THE REVOLVING COMMITMENTS.

                  (a) Voluntary Reductions. The Borrower 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 Revolving Loans made on the effective date
         thereof, the sum of the then outstanding aggregate principal amount of
         the Revolving Loans plus Swingline Loans plus LOC Obligations would
         exceed the Revolving Committed Amount.

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

                  (c) Increase of Revolving Committed Amount. The Borrower shall
         have the right from time to time to increase the Revolving Committed
         Amount in an amount up to but not exceeding $200,000,000 in the
         aggregate for a maximum aggregate Revolving Committed Amount of up to
         $500,000,000 by adding to this Agreement one or more other lenders
         (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), each of which
         Additional Lenders shall have entered into an agreement in form and
         substance satisfactory to the 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) which such Revolving Commitment shall be 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



                                       33
<PAGE>   39

         Commitment Date") such Additional Lender shall thereupon become a
         "Lender" for all purposes of this Agreement.

                  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 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
         hereunder ratably in accordance with their respective Revolving
         Commitments. The 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 2.14 hereof.

                  Notwithstanding the foregoing, the increase in the aggregate
         Revolving Commitments hereunder pursuant to this Section 2.5 shall be
         effective only if:

                           (i) the 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 $500,000,000.

         SECTION 2.6 PREPAYMENTS.

                  (a) Optional Prepayments. The Borrower 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 $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 2.6(a) shall be applied (A) first to Alternate Base Rate Loans
         and (B) second to LIBOR Rate Loans in direct



                                       34
<PAGE>   40

         order of Interest Period maturities. All prepayments under this Section
         2.6(a) shall be subject to Section 2.16, 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
         and the Revolving Loans may be reborrowed in accordance with the terms
         hereof.

                  (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 Swingline Loans plus LOC
                  Obligations shall exceed the Revolving Committed Amount, the
                  Borrower immediately shall prepay the Revolving Loans and
                  (after all Revolving Loans have been repaid) cash
                  collateralize the LOC Obligations, in an amount sufficient to
                  eliminate such excess.

                           (ii) Application of Mandatory Prepayments. All
                  amounts required to be paid pursuant to this Section 2.6(b)
                  shall be applied to Revolving Loans and (after all 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. 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 2.6(b) shall be subject to
                  Section 2.16 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.

         SECTION 2.7 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 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 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.



                                       35
<PAGE>   41

         SECTION 2.8 INTEREST; INTEREST PAYMENT DATES.

                  (a) Subject to the provisions of Section 2.8(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 2.11.

         SECTION 2.9       CONVERSION OPTIONS.

                  (a) The Borrower may 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 2.9. 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 Borrower with the notice provisions contained in Section 2.9(a);
         provided, that no LIBOR Rate Loan may be continued as such when any
         Default or Event of Default has occurred and is continuing, in which
         case such Loan shall be automatically converted to an Alternate Base
         Rate Loan



                                       36
<PAGE>   42

         at the end of the applicable Interest Period with respect thereto. If
         the 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 2.10 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 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 Borrower 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 Borrower and the Lenders in the
         absence of manifest error. The Administrative Agent shall, at the
         request of the Borrower, deliver to the 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 Borrower or the other payor thereof if and
         to the extent such amount which would have



                                       37
<PAGE>   43

         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 2.11 PRO RATA TREATMENT AND PAYMENTS.

         Each borrowing of 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 Borrower pursuant to
Section 2.4, second, to interest then due and owing in respect of the Notes of
the Borrower and, third, to principal then due and owing hereunder and under the
Notes of the Borrower. Each payment on account of any fees pursuant to Section
2.4 shall be made pro rata in accordance with the respective amounts due and
owing (except as to the portion of the Letter of Credit retained by the Issuing
Lender, the Issuing Lender Fees and fees payable to the Agents). Each payment
(other than prepayments) by the Borrower on account of principal of and interest
on the Revolving Loans shall be made pro rata according to the respective
amounts due and owing in accordance with Section 2.6(a) hereof. Each optional
prepayment on account of principal of the Loans shall be applied to such of the
Loans as the Borrower may designate (to be applied pro rata among the Lenders);
provided, that prepayments made pursuant to Section 2.14 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 2.6(b). All payments
(including prepayments) to be made by the Borrower on account of principal,
interest and fees shall be made without defense, set-off or counterclaim (except
as provided in Section 2.17(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.



                                       38
<PAGE>   44

         SECTION 2.12 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 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 and the Borrower shall immediately pay such
        corresponding amount to the Administrative Agent. The Administrative
        Agent shall also be entitled to recover from the Lender or the Borrower,
        as the case may be, interest on such corresponding amount in respect of
        each day from the date such corresponding amount was made available by
        the Administrative Agent to the Borrower to the date such corresponding
        amount is recovered by the Administrative Agent at a per annum rate
        equal to (i) from the Borrower at the applicable rate for the applicable
        borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at
        the Federal Effective Funds Rate.

                  (b) Unless the Administrative Agent shall have been notified
         in writing by the Borrower, prior to the date on which any payment is
         due from it hereunder (which notice shall be effective upon receipt)
         that the Borrower does not intend to make such payment, the
         Administrative Agent may assume that the 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 the 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 the
         Borrower or any Lender with respect to any amount owing under this
         Section 2.12 shall be conclusive in the absence of manifest error.

         SECTION 2.13 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



                                       39
<PAGE>   45

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 the 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
the 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 2.14 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 Borrower 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 Borrower hereby agrees
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 Borrower 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.

         SECTION 2.15 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



                                       40
<PAGE>   46

         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 Borrower 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 Borrower 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 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



                                       41
<PAGE>   47

         (15) days after demand by such Lender, the Borrower 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 Borrower
         shall be conclusive absent manifest error.

                  (c) The agreements in this Section 2.15 shall survive the
         termination of this Agreement and payment of the Notes and all other
         amounts payable hereunder.

         SECTION 2.16 INDEMNITY.

         The Borrower hereby agrees 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 the 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 the Borrower in accepting a borrowing after the
Borrower has given a notice in accordance with the terms hereof, (c) default by
the Borrower in making any prepayment after the Borrower has given a notice in
accordance with the terms hereof, and/or (d) the making by the 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
Borrower (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 2.17 TAXES.

                  (a) All payments made by the Borrower hereunder or under any
         Note will be, except as provided in Section 2.17(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 Borrower agrees to pay the full amount of
         such Taxes, and such additional amounts as 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 Borrower 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



                                       42
<PAGE>   48

         available and required by law) of tax receipts evidencing such payment
         by the Borrower. The Borrower agrees 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 Borrower 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 2.17 (any such certificate, a "2.17 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 the 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
         2.17(a), but subject to the immediately succeeding sentence, (x) the
         Borrower shall be entitled, to the extent it is required to do so by
         law, to deduct or withhold 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
         Borrower U.S. Internal Revenue Service Forms that establish a complete
         exemption from such deduction or withholding and (y) the Borrower shall
         not be obligated pursuant to Section 2.17(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 Borrower the
         Internal Revenue Service Forms required to be provided to the Borrower
         pursuant to this Section 2.17(b) or (II) in the case of a payment,
         other than interest, to a Lender described in clause (ii) above, to the
         extent that such Forms do not establish a complete exemption from
         withholding of such Taxes. Notwithstanding anything to the contrary
         contained in the preceding sentence or elsewhere in this Section 2.17,
         the Borrower agrees to pay additional amounts and to indemnify each
         Lender in the manner set forth in Section 2.17(a) (without regard to
         the identity of the jurisdiction



                                       43
<PAGE>   49

         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 Borrower pays any additional amount pursuant to
         this Section 2.17 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 Borrower
         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
         Borrower. In the event that no refund or credit is obtained with
         respect to the Borrower' payments to such Lender pursuant to this
         Section 2.17(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 2.17(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 2.17(d) to the Borrower or any other party.

                  (e) The agreements in this Section 2.17 shall survive the
         termination of this Agreement and the payment of the Notes and all
         other amounts payable hereunder.

         SECTION 2.18 INDEMNIFICATION; NATURE OF ISSUING LENDER'S DUTIES.

                  (a) In addition to its other obligations under Section 2.6,
         the Borrower hereby agrees to protect, indemnify, pay and save the
         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 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 Borrower and the Issuing Lender, the
         Borrower shall assume all risks of the acts, omissions or misuse of any
         Letter of Credit by the



                                       44
<PAGE>   50

         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
         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 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 2.18 is intended to limit the
         reimbursement obligation of the Borrower contained in Section 2.3(d)
         hereof. The obligations of the Borrower under this Section 2.18 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 2.18, the Borrower shall have no obligation to indemnify any
         Issuing Lender in respect 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.



                                       45
<PAGE>   51

         SECTION 2.19 DEFAULTING LENDERS; LIMITATION ON CLAIMS.

                  (a) Generally. In addition to the rights and remedies that may
         be available to the Administrative Agent or the Borrower 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 Borrower 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 Borrower to
         the Defaulting Lender, plus any accrued interest with respect thereto,
         plus any fees or other amounts owed by the Borrower 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



                                       46
<PAGE>   52

         subsection (a). The Defaulting Lender shall be entitled to receive
         amounts owed to it by the Borrower 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 Borrower. There
         shall be no recourse against any Lender or the Administrative Agent for
         the payment of such sums by the Borrower except to the extent of the
         receipt of payments from any other party or in respect of the Loans.

         SECTION 2.20 REPLACEMENT OF LENDERS.

         If any Lender shall become affected by any of the changes or events
described in Sections 2.13, 2.14, 2.15 or 2.17 (any such Lender being
hereinafter referred to as a "Replaced Lender") and shall petition the Borrower
for any increased cost or amounts thereunder, then in such case, the 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 the Borrower and the Replaced
Lender) of all amounts owed to such Replaced Lender under Sections 2.13, 2.14,
2.15 or 2.17 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 Borrower (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 2.20 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 2.13, 2.14, 2.15, 2.17 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 2.20, 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 2.20 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:



                                       47
<PAGE>   53

         SECTION 3.1 FINANCIAL CONDITION.

         The consolidated balance sheets and the related statements of income,
retained earnings and cash flows of the 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 Borrower, any of its Restricted Subsidiaries or, any of its Unrestricted
Subsidiaries which are not Foreign 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 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 5.15 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 Borrower 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 Borrower and the other Credit Parties (other than those which have been
obtained) or with the validity or enforceability of any Credit Document



                                       48
<PAGE>   54

against the Borrower 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 Borrower 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 Borrower and the other Credit
Parties, as the case may be, enforceable against each of the Borrower 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 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 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 Borrower, threatened by or against the 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 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 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.



                                       49
<PAGE>   55

         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 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 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 Borrower and its
Subsidiaries (other than SFDG and its Subsidiaries) could not reasonably be
expected to incur liabilities in excess of $20,000,000 in the aggregate:

                  (a) the facilities and properties owned, leased or operated by
         the 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 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



                                       50
<PAGE>   56

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

                  (c) neither the 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 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 Borrower, threatened,
         under any Environmental Law to which the 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 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
Borrower to (i) refinance existing Indebtedness and (ii) provide for working
capital, Permitted Acquisitions and other general corporate purposes (including
stock and the TIPES repurchase programs). 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 Borrower. Information on the attached Schedule includes
jurisdiction 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 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



                                       51
<PAGE>   57

interests of all such Subsidiaries is validly issued, fully paid and
non-assessable and is owned, 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 other than the
Unrestricted Subsidiaries specifically listed in the definition thereof.

         SECTION 3.13 OWNERSHIP.

         Each of the Borrower and its Restricted 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 Borrower and its
Restricted Subsidiaries have no Indebtedness.

         SECTION 3.15 TAXES.

         Each of the 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 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 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
Borrower or any of its Subsidiaries know of any such claim, and, to the
knowledge of the Borrower or any of its Subsidiaries, the use of such
Intellectual Property by the 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.



                                       52
<PAGE>   58

         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
become due.

         SECTION 3.18 INVESTMENTS.

         All Investments of each of the Borrower and its Restricted 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 Borrower and its Restricted Subsidiaries.
Schedule 3.19 may be updated from time to time by the Borrower to include new
locations by giving written notice thereof to the Administrative Agent.

         SECTION 3.20 NO BURDENSOME RESTRICTIONS.

         None of the 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 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 Borrower or any of its Restricted 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 Borrower or any of its Subsidiaries to the
Administrative Agent or any Lender for



                                       53
<PAGE>   59

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 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 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
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.


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         SECTION 4.1 CONDITIONS TO CLOSING DATE AND INITIAL REVOLVING 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, 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.

                  (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.



                                       54
<PAGE>   60

                           (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 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 5.15 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.



                                       55
<PAGE>   61

                  (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 2.4.

                  (g) Litigation. There shall not exist any pending litigation
         or investigation affecting or relating to the 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 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.



                                       56
<PAGE>   62

                  (j) Corporate Structure. The corporate capital and ownership
         structure of the 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 Borrower as of the Closing Date.

                  (k) 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 Borrower to be true and correct and in full
         force and effect.

                  (l) 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.

                  (m) 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).

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

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

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

                  (q) Termination of Existing Indebtedness. All existing
         Indebtedness for borrowed money of the Borrower and its Restricted
         Subsidiaries (other than the Indebtedness listed on Schedule 6.1(b))
         shall have been repaid in full with 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 the Borrower, First Union, as administrative agent, Bank
         One, NA (formerly The First National Bank of Chicago), as syndication
         agent, and the lenders party thereto shall have been repaid in full and
         such credit agreement shall have been terminated.

                  (r) 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



                                       57
<PAGE>   63

         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 Borrower and its
         Subsidiaries taken as a whole, or in the facts and information
         regarding such entities as represented to date.

                  (s) Officer's Certificates. The Administrative Agent shall
         have received a certificate or certificates executed by the chief
         financial officer or treasurer of the 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,
         and (D) 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.

                  (t) 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.

                  (u) 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:

                  (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



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<PAGE>   64

         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 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. If such Loan is
         made pursuant to Section 2.1, all conditions set forth in such Section
         shall have been satisfied.

                  (e) Additional Conditions to Swingline Loan. If such Loan is
         made pursuant to Section 2.2, all conditions set forth in such Section
         shall have been satisfied.

                  (f) Additional Conditions to Letters of Credit. If such
         Extension of Credit is made pursuant to Section 2.3, all conditions set
         forth in such Section shall have been satisfied.

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


                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

         The 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
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
         Borrower:

                           (i) (A) consolidated statements of income,
                  stockholders' equity and cash flows of the Borrower and its
                  Subsidiaries for such fiscal year and (B) the related
                  consolidated balance sheet of the Borrower and its
                  Subsidiaries as at



                                       59
<PAGE>   65

                  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 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) (A) (x) consolidated statements of income and
                  cash flows of the Borrower and its Restricted Subsidiaries and
                  (y) consolidating statements of income of the 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 Borrower and its Restricted
                  Subsidiaries and (y) the related consolidated balance sheet of
                  the 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 Borrower, which
                  certificate shall state that such consolidated financial
                  statements fairly present the consolidated financial condition
                  and results of operations of the Borrower and its Subsidiaries
                  or of the 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 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 Borrower, (i) (A)
         consolidated statements of income and cash flows of the Borrower and
         its Subsidiaries, (B) consolidated statements of income and cash flows
         of the 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 (C) consolidating statements of
         income of the Borrower and its directly owned Subsidiaries combined in
         significant groups for such period, and (ii) (A) the related
         consolidated and consolidating balance sheet of the Borrower and its
         Subsidiaries and (B) the related consolidated balance sheet of the
         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 Borrower, which
         certificate shall state that such consolidated financial statements
         fairly present the consolidated financial condition and results of
         operations of the Borrower and its Subsidiaries or of the Borrower and
         its Restricted Subsidiaries, as the case may be, and such consolidating
         financial statements fairly



                                       60
<PAGE>   66

         present the respective unconsolidated financial condition and results
         of operations of the 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);

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
         Borrower shall have filed with the SEC or any national securities
         exchange;

                  (b) promptly upon mailing thereof to the shareholders of the
         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 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 Borrower has taken or proposes to take with respect
         thereto) and (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; and

                  (d) from time to time such other information regarding the
         financial condition, operations, business or prospects of the 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



                                       61
<PAGE>   67

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 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, 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 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 Borrower will deliver to
         the Administrative Agent certificates of insurance evidencing that all
         insurance required to be maintained by the 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.



                                       62
<PAGE>   68

         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;

                  (b) any default or event of default under any Contractual
         Obligation of the 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 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 Borrower or
         such Credit Party setting forth details respecting such event or
         condition and the action, if any, that the 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 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



                                       63
<PAGE>   69

                  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 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 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



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<PAGE>   70

Borrower proposes to take with respect thereto. In the case of any notice of a
Default or Event of Default, the 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 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 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
Borrower shall, and shall cause each of its Restricted Subsidiaries to, comply
with the following financial covenants:



                                       65
<PAGE>   71
                  (a) Leverage Ratio. The Leverage Ratio, as of the last day of
         each fiscal quarter of the Borrower and its Restricted Subsidiaries
         occurring during each of the periods set forth below, shall be less
         than or equal to 3.25 to 1.00.

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

                  (c) Minimum Consolidated Net Worth. The Consolidated Net Worth
         shall at all times be equal to or greater than $1,100,000,000,
         increased on a cumulative basis as of the end of each fiscal quarter of
         the 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 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 Borrower is increased as a result of any public or
         private offering of ownership interests of the 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 Borrower or from an offering in connection with the acquisition
         of an Unrestricted Subsidiary or Equity Issuances pursuant to an
         employee or director stock option or incentive plan or other employee
         benefit plan). Promptly upon consummation of each such public or
         private offering, the 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 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 (other than Suiza Capital Trust II),
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.


                                       66

<PAGE>   72

         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 Domestic Subsidiaries which are Material
         Subsidiaries of such Person and which are Restricted Subsidiaries and
         (ii) 65% of the Capital Stock (or, if less, the full amount owned by
         such Credit Party) of each of the First Tier Foreign Subsidiaries which
         are Material Subsidiaries of such Person and which are Restricted
         Subsidiaries, 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 and the
         Borrower shall not be required to pledge the Capital Stock of Suiza
         Capital Trust II.

                  (b) Within 30 days after a Credit Party changes the location
         of its chief executive office, the 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 that
is a Restricted Subsidiary of any Credit Party, the 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 that is also a Material
Subsidiary) 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).


                                       67
<PAGE>   73

         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.

         SECTION 5.15 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 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
Borrower shall, and shall cause each of its Subsidiaries, to act in accordance
with the following:

         SECTION 6.1 INDEBTEDNESS.

         The 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 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 $30,000,000 in the aggregate outstanding at
         any time; provided that


                                       68
<PAGE>   74

         (i) such Indebtedness when incurred shall not exceed the purchase price
         or cost of construction of such asset and (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;

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

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

                  (f) additional Indebtedness of the Borrower and its Restricted
         Subsidiaries (other than the Subsidiary Borrower) up to but not
         exceeding $40,000,000 at any one time outstanding;

                  (g) 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

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

         SECTION 6.2 LIENS.

         The 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 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 manufacture, processing and distribution of food or
packaging products or the lines of business conducted by the 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 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);


                                       69
<PAGE>   75

                  (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

                           (v) other assets so long as the aggregate amount
                  thereof sold or otherwise disposed of in any single fiscal
                  year by the 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 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
         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 Borrower may be
                  merged or consolidated with or into: (A) the Borrower if the
                  Borrower shall be the


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<PAGE>   76

                  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 Borrower may
                  sell, lease, transfer or otherwise dispose of any or all of
                  its assets (upon voluntary liquidation or otherwise) to the
                  Borrower or a Restricted Subsidiary of the 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 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 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 other
than Permitted Investments; (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 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 Borrower or any
of its Subsidiaries and receive reasonable compensation for his or her services
in such capacity and (ii) the Borrower and its Subsidiaries may enter into
transactions (other than extensions of credit by the Borrower or any of its
Subsidiaries to an Affiliate) if the monetary or business consideration arising
therefrom would be substantially as advantageous to the 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 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 Borrower as
Unrestricted Subsidiaries. The 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,


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<PAGE>   77

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 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 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 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 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 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, and (J) any indenture agreement, instrument or other
         arrangement relating to the


                                       72
<PAGE>   78

         assets or business of any Subsidiary and existing prior to the
         consummation of the Permitted Acquisition in which such Subsidiary was
         acquired.

                  (b) The 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 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, and (x) 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 Borrower will not, nor will it permit any Restricted 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 Borrower or the holders of ownership interests of such
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, and (f) 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.


                                       73
<PAGE>   79

         SECTION 6.11 AMENDMENTS, MODIFICATIONS.

         The 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 Borrower or any of its Restricted Subsidiaries promptly upon the
effectiveness thereof (and the Administrative Agent will promptly furnish a copy
thereof to each Lender).

         SECTION 6.12 SALE LEASEBACKS.

         The Borrower will not, nor will it permit any Restricted 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 $20,000,000 in the aggregate on an annual basis,
(a) which the Borrower or any Subsidiary has sold or transferred or is to sell
or transfer to a Person which is not the Borrower or any Subsidiary or (b) which
the 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
Borrower or any Subsidiary to another Person which is not the Borrower or any
Subsidiary in connection with such lease.

         SECTION 6.13 USE OF PROCEEDS.

         The Borrower 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.


                                   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) The Borrower shall fail to pay any principal on any Note
         when due in accordance with the terms thereof or hereof; or the
         Borrower shall fail to reimburse the Issuing Lender for any LOC
         Obligations when due in accordance with the terms hereof; or the
         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


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<PAGE>   80

         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 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 $10,000,000 in the aggregate for the 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 $10,000,000
         in the aggregate for the 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 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 Borrower or any Restricted
         Subsidiary shall make a general assignment for the benefit of its
         creditors; or (ii) there shall be commenced against the 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 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 been vacated,
         discharged, or


                                       75
<PAGE>   81

         stayed or bonded pending appeal within 60 days from the entry thereof;
         or (iv) the 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 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 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 $10,000,000 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
         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 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 Borrower or any of its Subsidiaries, or any predecessor in interest
         of the Borrower or any of its Subsidiaries, of (or there shall have
         been asserted against the 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 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 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>   82

                  (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).

         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 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.


                                       77
<PAGE>   83


                                  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.



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<PAGE>   84

         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 the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders. The Administrative Agent shall take such
action with respect 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


                                       79
<PAGE>   85

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 Borrower 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 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 Borrower and without limiting the
obligation of the Borrower 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 Borrower 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.


                                       80
<PAGE>   86

         SECTION 8.9 SUCCESSOR ADMINISTRATIVE AGENT.

         The Administrative Agent may resign as Administrative Agent upon 30
days' prior notice to the Borrower 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 Borrower, 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 Borrower
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 of the Lenders or of
the Borrower 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
terms hereof or of


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<PAGE>   87

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 this
                  Section 2.11, 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) 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 Borrower, the other Credit Parties, the Lenders, the Administrative
Agent and all future holders of the Notes. In the case of any waiver, the
Borrower, 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 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


                                       82
<PAGE>   88

(other than the provisions of Section 8.9); provided, however, that the
Administrative Agent will provide written notice to the Borrower of any such
amendment, modification or waiver. In addition, the Borrower 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 Borrower, 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 Borrower 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 Borrower, 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 Borrower          [Borrower/Name of Credit Party]
     and the other         c/o Suiza Foods Corporation
     Credit Parties:       2515 McKinney Ave., Suite 1200
                           Dallas, Texas 75201
                           Attention:  Treasurer
                           Telecopier:  (214) 303-3499
                           Telephone:  (214) 303-3400

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


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<PAGE>   89

                           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
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


                                       84
<PAGE>   90

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 Borrower 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 Borrower, the Lenders, the Administrative Agent, all
         future holders of the Notes and their respective successors and
         assigns, except that the Borrower may not assign or transfer any of its
         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 Borrower and the
         Administrative Agent shall continue to deal solely and directly with
         such Lender in connection with such Lender's rights and obligations
         under 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) 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 Borrower of any of its rights and
         obligations under this


                                       85
<PAGE>   91

         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 Borrower
         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 2.15, 2.16, 2.17 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 Borrower (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 and its Revolving
         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 Borrower), and delivered to the
         Administrative Agent for its acceptance and recording in the Register;
         provided, however, that any sale or assignment to an existing Lender
         shall not require the consent of the Administrative Agent or the
         Borrower nor shall any such sale or assignment be subject to the
         minimum assignment amounts specified herein. 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 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
         Borrower, at its own expense, shall execute and deliver to the
         Administrative Agent in exchange for the Notes delivered to the
         Administrative Agent pursuant to such


                                       86
<PAGE>   92

         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 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 Borrower, 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 Borrower 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 Borrower.

                  (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 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 Borrower and the
         Administrative Agent the appropriate Internal Revenue Service Forms
         (and, if applicable, a 2.17 Certificate) described in Section 2.17.


                                       87
<PAGE>   93

                  (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 Borrower agrees 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
         Borrower, any such notice being expressly waived by the Borrower 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 Borrower, or any part thereof in such amounts as such
         Lender may elect, against and on account of the obligations and
         liabilities of the Borrower to such Lender hereunder and claims of
         every nature and description of such Lender against the Borrower, 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 Borrower or against any trustee in
         bankruptcy, debtor in possession, assignee for the benefit of
         creditors, receiver or execution, judgment or attachment creditor of
         the Borrower, or against anyone else claiming through or against the
         Borrower 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


                                       88
<PAGE>   94

         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 Borrower 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 Borrower and the Administrative Agent.

         SECTION 9.10 EFFECTIVENESS.

         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.

         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.

         SECTION 9.12 INTEGRATION.

         This Agreement, the Notes and the other Credit Documents represent the
agreement of the Borrower, 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 Borrower or any
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the Notes.



                                       89
<PAGE>   95

         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 the 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 Borrower 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 Borrower 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 Borrower and the
other Credit Parties to be effective and binding service in every respect. Each
of the Borrower, 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 Borrower 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 Borrower
(other than to its employees, affiliates, auditors or counsel or to another
Lender) any information with respect to the 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 the 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 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
Borrower 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


                                       90
<PAGE>   96

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 Borrower 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 Borrower 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 Borrower 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
         Borrower or the other Credit Parties and the Lenders.

         SECTION 9.17 WAIVERS OF JURY TRIAL.

         THE BORROWER, 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.


                                    ARTICLE X

                                    GUARANTY

         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


                                       91
<PAGE>   97


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 Borrower to the
Administrative Agent and the Lenders. If any or all of the indebtedness of the
Borrower to the Administrative Agent and the Lenders becomes due and payable
hereunder, 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 Borrower arising in
connection with this Agreement, including, without limitation, Hedging
Agreements, 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 Borrower 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).

         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
Borrower to the Lenders whether or not due or payable by the Borrower 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 Borrower 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 the Borrower or a
Guarantor, the estate of the 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.


                                       92
<PAGE>   98

         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 Borrower
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 Borrower 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
Borrower, 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 Borrower, or (e) any payment made to the Administrative
Agent or the Lenders on the indebtedness which the Administrative Agent or such
Lenders repay the Borrower 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 Borrower, 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 Borrower and whether or not
any other Guarantor or the Borrower is joined in any such action or actions.

         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
Borrower or other obligors.


                                       93
<PAGE>   99

         SECTION 10.6 RELIANCE.

         It is not necessary for the Administrative Agent or the Lenders to
inquire into the capacity or powers of the Borrower 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 Borrower,
         any other Guarantor or any other party, (ii) proceed against or exhaust
         any security held from the Borrower, 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 the 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 the 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 the 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. ss. 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
         Borrower 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 impair or extinguish any right of reimbursement or
         subrogation or other right or remedy of the Guarantors against the
         Borrower 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.



                                       94
<PAGE>   100

                  (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 Borrower or any other guarantor of the indebtedness of the
         Borrower 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 Borrower 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 Borrower
         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
Borrower, the Guarantors or any other Person that such indebtedness and
obligations have been paid and the commitments relating thereto terminated,
subject to the provisions of Section 10.2.




                                       95
<PAGE>   101



         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.


BORROWER:                           SUIZA FOODS CORPORATION,
                                    a Delaware corporation


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




GUARANTORS:                         MORNINGSTAR FOODS INC.

                                    MORNINGSTAR SERVICES INC.

                                    NEPTUNE DELAWARE CORPORATION

                                    NEVA PLASTICS MANUFACTURING CORP.

                                    SUIZA DAIRY CORPORATION

                                    SUIZA FRUIT CORPORATION

                                    SUIZA MANAGEMENT CORPORATION

                                    THE MORNINGSTAR GROUP INC.


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




                                                         SUIZA FOODS CORPORATION
                                                                CREDIT AGREEMENT




<PAGE>   102



                                    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 FOODS CORPORATION
                                                                CREDIT AGREEMENT


<PAGE>   103



                                    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 FOODS CORPORATION
                                                                CREDIT AGREEMENT


<PAGE>   104



                                    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 FOODS CORPORATION
                                                                CREDIT AGREEMENT


<PAGE>   105



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

                                    By:     /s/ STEVE KALIN
                                       ------------------------------------
                                    Name:   STEVE KALIN
                                         ----------------------------------
                                    Title:  VICE PRESIDENT
                                          ---------------------------------



                                                         SUIZA FOODS CORPORATION
                                                                CREDIT AGREEMENT

<PAGE>   106



                                    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 FOODS CORPORATION
                                                                CREDIT AGREEMENT


<PAGE>   107



                                    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 FOODS CORPORATION
                                                                CREDIT AGREEMENT


<PAGE>   108



                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED


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


                                                         SUIZA FOODS CORPORATION
                                                                CREDIT AGREEMENT


<PAGE>   109



                                    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 FOODS CORPORATION
                                                                CREDIT AGREEMENT


<PAGE>   110



                                    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 FOODS CORPORATION
                                                                CREDIT AGREEMENT


<PAGE>   111



                                    THE BANK OF TOKYO-MITSUBISHI, LTD.


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


                                    By: /s/ JOHN M. MEARNS
                                        -----------------------------------
                                    Name: J. MEARNS
                                          ---------------------------------
                                    Title: VP & Manager
                                           --------------------------------


                                                         SUIZA FOODS CORPORATION
                                                                CREDIT AGREEMENT


<PAGE>   112



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


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


                                                         SUIZA FOODS CORPORATION
                                                                CREDIT AGREEMENT


<PAGE>   113



                                    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 FOODS CORPORATION
                                                                CREDIT AGREEMENT


<PAGE>   114



                                    CITIBANK, N.A., in its capacity as Managing
                                    Agent and individually in its capacity as a
                                    Lender


                                    By: /s/ [ILLEGIBLE]
                                       ------------------------------------
                                    Name: [ILLEGIBLE]
                                         ----------------------------------
                                    Title: Vice President
                                          ---------------------------------


                                                         SUIZA FOODS CORPORATION
                                                                CREDIT AGREEMENT