Exhibit 10.10

                                                                  EXECUTION COPY

                           REVOLVING CREDIT AGREEMENT

                           dated as of March 26, 2003

                                      among

                               HUGHES SUPPLY, INC.
                                   as Borrower

                   THE LENDERS FROM TIME TO TIME PARTY HERETO

                                       and

                                  SUNTRUST BANK
                             as Administrative Agent

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

                   SUNTRUST ROBINSON HUMPHREY CAPITAL MARKETS,
                  a division of SunTrust Capital Markets, Inc.,
                        as Lead Arranger and Book Manager

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                                TABLE OF CONTENTS

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ARTICLE I DEFINITIONS; CONSTRUCTION................................................................1

   SECTION 1.1.     DEFINITIONS....................................................................1
   SECTION 1.2.     CLASSIFICATIONS OF LOANS AND BORROWINGS.......................................20
   SECTION 1.3.     ACCOUNTING TERMS AND DETERMINATION............................................20
   SECTION 1.4.     TERMS GENERALLY...............................................................20

ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS....................................................21

   SECTION 2.1.     GENERAL DESCRIPTION OF FACILITIES.............................................21
   SECTION 2.2.     REVOLVING LOANS...............................................................21
   SECTION 2.3.     PROCEDURE FOR REVOLVING BORROWINGS............................................21
   SECTION 2.4.     INCREASE OF COMMITMENTS; ADDITIONAL LENDERS...................................22
   SECTION 2.5.     SWINGLINE COMMITMENT..........................................................23
   SECTION 2.6.     PROCEDURE FOR SWINGLINE LOAN; ETC.............................................23
   SECTION 2.7.     COMPETITIVE BID BORROWINGS....................................................25
   SECTION 2.8.     FUNDING OF BORROWINGS.........................................................26
   SECTION 2.9.     INTEREST ELECTIONS............................................................27
   SECTION 2.10.    OPTIONAL REDUCTION AND TERMINATION OF COMMITMENTS.............................28
   SECTION 2.11.    REPAYMENT OF LOANS............................................................29
   SECTION 2.12.    EVIDENCE OF INDEBTEDNESS......................................................29
   SECTION 2.13.    OPTIONAL PREPAYMENTS..........................................................30
   SECTION 2.14.    INTEREST ON LOANS.............................................................30
   SECTION 2.15.    FEES..........................................................................31
   SECTION 2.16.    COMPUTATION OF INTEREST AND FEES..............................................32
   SECTION 2.17.    INABILITY TO DETERMINE INTEREST RATES.........................................32
   SECTION 2.18.    ILLEGALITY....................................................................33
   SECTION 2.19.    INCREASED COSTS...............................................................33
   SECTION 2.20.    FUNDING INDEMNITY.............................................................34
   SECTION 2.21.    TAXES.........................................................................35
   SECTION 2.22.    PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS...................36
   SECTION 2.23.    LETTERS OF CREDIT.............................................................38
   SECTION 2.24.    LIMITATION ON CERTAIN PAYMENT OBLIGATIONS.....................................42

ARTICLE III CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT...................................42

   SECTION 3.1.     CONDITIONS TO EFFECTIVENESS...................................................42
   SECTION 3.2.     EACH CREDIT EVENT.............................................................44
   SECTION 3.3.     DELIVERY OF DOCUMENTS.........................................................45

ARTICLE IV REPRESENTATIONS AND WARRANTIES.........................................................45

   SECTION 4.1.     EXISTENCE; POWER..............................................................45
   SECTION 4.2.     ORGANIZATIONAL POWER; AUTHORIZATION...........................................45
   SECTION 4.3.     GOVERNMENTAL APPROVALS; NO CONFLICTS..........................................45
   SECTION 4.4.     FINANCIAL STATEMENTS..........................................................45
   SECTION 4.5.     LITIGATION AND ENVIRONMENTAL MATTERS..........................................46
   SECTION 4.6.     COMPLIANCE WITH LAWS AND AGREEMENTS...........................................46
   SECTION 4.7.     INVESTMENT COMPANY ACT, ETC...................................................46
   SECTION 4.8.     TAXES.........................................................................46
   SECTION 4.9.     MARGIN REGULATIONS............................................................47
   SECTION 4.10.    ERISA.........................................................................47
   SECTION 4.11.    OWNERSHIP OF PROPERTY.........................................................47
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   SECTION 4.12.    DISCLOSURE....................................................................48
   SECTION 4.13.    LABOR RELATIONS...............................................................48
   SECTION 4.14.    SUBSIDIARIES..................................................................48
   SECTION 4.15.    INSOLVENCY....................................................................48

ARTICLE V AFFIRMATIVE COVENANTS...................................................................48

   SECTION 5.1.     FINANCIAL STATEMENTS AND OTHER INFORMATION....................................49
   SECTION 5.2.     NOTICES OF MATERIAL EVENTS....................................................50
   SECTION 5.3.     EXISTENCE; CONDUCT OF BUSINESS................................................51
   SECTION 5.4.     COMPLIANCE WITH LAWS, ETC.....................................................51
   SECTION 5.5.     PAYMENT OF OBLIGATIONS........................................................51
   SECTION 5.6.     BOOKS AND RECORDS.............................................................51
   SECTION 5.7.     VISITATION, INSPECTION, ETC...................................................51
   SECTION 5.8.     MAINTENANCE OF PROPERTIES; INSURANCE..........................................51
   SECTION 5.9.     USE OF PROCEEDS AND LETTERS OF CREDIT.........................................52
   SECTION 5.10.    ADDITIONAL SUBSIDIARIES.......................................................52
   SECTION 5.11.    OWNERSHIP OF ALL SUBSIDIARY LOAN PARTIES......................................53

ARTICLE VI FINANCIAL COVENANTS....................................................................53

   SECTION 6.1.     LEVERAGE RATIO................................................................53
   SECTION 6.2.     FIXED CHARGE COVERAGE RATIO...................................................53
   SECTION 6.3.     CONSOLIDATED NET WORTH........................................................53

ARTICLE VII NEGATIVE COVENANTS....................................................................53

   SECTION 7.1.     INDEBTEDNESS AND PREFERRED EQUITY.............................................54
   SECTION 7.2.     NEGATIVE PLEDGE...............................................................55
   SECTION 7.3.     FUNDAMENTAL CHANGES...........................................................56
   SECTION 7.4.     INVESTMENTS, LOANS, ETC.......................................................56
   SECTION 7.5.     RESTRICTED PAYMENTS...........................................................57
   SECTION 7.6.     SALE OF ASSETS................................................................58
   SECTION 7.7.     TRANSACTIONS WITH AFFILIATES..................................................58
   SECTION 7.8.     RESTRICTIVE AGREEMENTS........................................................58
   SECTION 7.9.     SALE AND LEASEBACK TRANSACTIONS...............................................59
   SECTION 7.10.    HEDGING TRANSACTIONS..........................................................59
   SECTION 7.11.    FISCAL YEAR...................................................................59
   SECTION 7.12.    OPTIONAL PREPAYMENTS..........................................................59
   SECTION 7.13.    ACTIONS UNDER CERTAIN DOCUMENTS...............................................60

ARTICLE VIII EVENTS OF DEFAULT....................................................................60

   SECTION 8.1.     EVENTS OF DEFAULT.............................................................60

ARTICLE IX THE ADMINISTRATIVE AGENT...............................................................63

   SECTION 9.1.     APPOINTMENT OF ADMINISTRATIVE AGENT...........................................63
   SECTION 9.2.     NATURE OF DUTIES OF ADMINISTRATIVE AGENT......................................63
   SECTION 9.3.     LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT..................................64
   SECTION 9.4.     CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT....................................64
   SECTION 9.5.     RELIANCE BY ADMINISTRATIVE AGENT..............................................64
   SECTION 9.6.     THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY...........................65
   SECTION 9.7.     SUCCESSOR ADMINISTRATIVE AGENT................................................65

ARTICLE X MISCELLANEOUS...........................................................................66

   SECTION 10.1.    NOTICES.......................................................................66
   SECTION 10.2.    WAIVER; AMENDMENTS............................................................68
   SECTION 10.3.    EXPENSES; INDEMNIFICATION.....................................................69
   SECTION 10.4.    SUCCESSORS AND ASSIGNS........................................................70
   SECTION 10.5.    GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS....................72
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   SECTION 10.6.    WAIVER OF JURY TRIAL..........................................................73
   SECTION 10.7.    RIGHT OF SETOFF...............................................................73
   SECTION 10.8.    COUNTERPARTS; INTEGRATION.....................................................74
   SECTION 10.9.    SURVIVAL......................................................................74
   SECTION 10.10.   SEVERABILITY..................................................................74
   SECTION 10.11.   CONFIDENTIALITY...............................................................74
   SECTION 10.12.   INTEREST RATE LIMITATION......................................................75
   SECTION 10.13.   WAIVER OF EFFECT OF CORPORATE SEAL............................................75
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Schedules

    Schedule I           -  Applicable Margin and Applicable Percentage
    Schedule 4.5         -  Environmental Matters
    Schedule 4.14        -  Subsidiaries
    Schedule 7.1         -  Outstanding Indebtedness
    Schedule 7.2         -  Existing Liens
    Schedule 7.4         -  Existing Investments

Exhibits

    Exhibit A            -  Form of Revolving Credit Note
    Exhibit B            -  Form of Competitive Bid Note
    Exhibit C            -  Form of Swingline Note
    Exhibit D            -  Form of Assignment and Acceptance
    Exhibit E            -  Form of Subsidiary Guarantee Agreement
    Exhibit F            -  Form of Indemnity, Subrogation and Contribution
                            Agreement

    Exhibit 2.3          -  Form of Notice of Revolving Borrowing
    Exhibit 2.6          -  Form of Notice of Swingline Loan
    Exhibit 2.7-A        -  Form of Competitive Bid Request
    Exhibit 2.7-B        -  Form of Notice to Lenders of Competitive Bid Request
    Exhibit 2.7-C        -  Form of Competitive Bid
    Exhibit 2.9          -  Form of Continuation/Conversion
    Exhibit 3.1(b)(v)    -  Form of Secretary's Certificate
    Exhibit 3.1(b)(viii) -  Form of Officer's Certificate
    Exhibit 5.1(c)       -  Form of Compliance Certificate


                                      iii
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                           REVOLVING CREDIT AGREEMENT

            THIS REVOLVING CREDIT AGREEMENT (this "Agreement") is made and
entered into as of March 26, 2003, by and among HUGHES SUPPLY, INC. a Florida
corporation (the "Borrower"), the several banks and other financial institutions
from time to time party hereto (the "Lenders"), and SUNTRUST BANK, in its
capacity as administrative agent for the Lenders (the "Administrative Agent"),
as issuing bank (the "Issuing Bank") and as swingline lender (the "Swingline
Lender").

                              W I T N E S S E T H:

            WHEREAS, the Borrower has requested that the Lenders establish a
$252,500,000 revolving credit facility in favor of the Borrower;

            WHEREAS, subject to the terms and conditions of this Agreement, the
Lenders, the Issuing Bank and the Swingline Lender to the extent of their
respective Commitments as defined herein, are willing severally to establish the
requested revolving credit facility, letter of credit subfacility and the
swingline subfacility in favor of the Borrower.

            NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Borrower, the Lenders, the Administrative Agent,
the Issuing Bank and the Swingline Lender agree as follows:

                                    ARTICLE I

                            DEFINITIONS; CONSTRUCTION

            Section 1.1. Definitions. In addition to the other terms defined
herein, the following terms used herein shall have the meanings herein specified
(to be equally applicable to both the singular and plural forms of the terms
defined):

            "Adjusted LIBO Rate" shall mean, with respect to each Interest
Period for a Eurodollar Borrowing, the rate per annum obtained by dividing (i)
LIBOR for such Interest Period by (ii) a percentage equal to 1.00 minus the
Eurodollar Reserve Percentage.

            "Administrative Agent" shall have the meaning set forth in the
introductory paragraph hereof.

            "Administrative Questionnaire" shall mean, with respect to each
Lender, an administrative questionnaire in the form prepared by the
Administrative Agent and submitted to the Administrative Agent duly completed by
such Lender.

            "Affiliate" shall mean, as to any Person, any other Person that
directly, or indirectly through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such Person. For the purposes of
this definition, "Control" shall mean the power, directly or indirectly, either
to (i) vote 5% or more of the securities having ordinary voting power for the
election of directors (or persons performing similar functions) of a Person or
(ii) direct or cause the direction of the management and policies of a Person,
whether through the ability to

<PAGE>

exercise voting power, by control or otherwise. The terms "Controlling",
"Controlled by", and "under common Control with" have the meanings correlative
thereto.

            "Aggregate Revolving Commitment Amount" shall mean the aggregate
principal amount of the Aggregate Revolving Commitments from time to time. On
the Closing Date, the Aggregate Revolving Commitment Amount equals $252,500,000.

            "Aggregate Revolving Commitments" shall mean, collectively, all
Revolving Commitments of all Lenders at any time outstanding.

            "Aggregate Subsidiary Threshold" shall mean an amount equal to
ninety percent (95%) of the total consolidated revenue or assets of the Borrower
and its Subsidiaries (excluding any Securitization Subsidiaries) for the most
recent Fiscal Quarter as shown on the financial statements most recently
delivered or required to be delivered pursuant to Section 5.1(a) or (b), as the
case may be.

            "Applicable Lending Office" shall mean, for each Lender and for each
Type of Loan, the "Lending Office" of such Lender (or an Affiliate of such
Lender) designated for such Type of Loan in the Administrative Questionnaire
submitted by such Lender or such other office of such Lender (or an Affiliate of
such Lender) as such Lender may from time to time specify to the Administrative
Agent and the Borrower as the office by which its Loans of such Type are to be
made and maintained.

            "Applicable Margin" shall mean, as of any date, with respect to all
LIBOR Borrowings and the letter of credit fee, as the case may be, a percentage
per annum determined by reference to the applicable Leverage Ratio in effect on
such date as set forth on Schedule I; provided, that a change in the Applicable
Margin resulting from a change in the Leverage Ratio shall be effective on the
first day of the first Fiscal Quarter after which the Borrower delivers the
financial statements required by Section 5.1(a) or (b) and the Compliance
Certificate required by Section 5.1 (c); provided further, that if at any time
the Borrower shall have failed to deliver such financial statements and such
Compliance Certificate when so required, the Applicable Margin shall be at Level
V as set forth on Schedule I until such time as such financial statements and
certificate are delivered, at which time the Applicable Margin shall be
determined as provided above. Notwithstanding the foregoing, the Applicable
Margin from the Closing Date until the financial statements and Compliance
Certificate for the Fiscal Quarter ending May 2, 2003 are required to be
delivered shall be at Level III as set forth on Schedule I.

            "Applicable Percentage" shall mean, as of any date, with respect to
the commitment fee as of any date, the percentage per annum determined by
reference to the applicable Leverage Ratio in effect on such date as set forth
on Schedule I; provided, that a change in the Applicable Percentage resulting
from a change in the Leverage Ratio shall be effective on the first day of the
first Fiscal Quarter after which the Borrower delivers the financial statements
required by Section 5.1(a) or (b) and the Compliance Certificate required by
Section 5.1 (c); provided, further, that if at any time the Borrower shall have
failed to deliver such financial statements and such Compliance Certificate, the
Applicable Percentage shall be at Level V as set forth on Schedule I until such
time as such financial statements and certificate are delivered, at which time
the Applicable Percentage shall be determined as provided above.


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Notwithstanding the foregoing, the Applicable Percentage for the commitment fee
from the Closing Date until the financial statements and Compliance Certificate
for the Fiscal Quarter ending May 2, 2003 are required to be delivered shall be
at Level III as set forth on Schedule I.

            "Approved Fund" shall mean any Person (other than a natural Person)
that is (or will be) engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of credit in the ordinary
course of its business and that is administered or managed by (i) a Lender, (ii)
an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that
administers or manages a Lender.

            "Asset Coverage Ratio" shall mean, as of any date, the ratio of (i)
the net book value of total current assets of the Borrower and its Subsidiaries,
excluding all assets of Securitization Subsidiaries, to (ii) all Indebtedness of
the Borrower and its Subsidiaries, excluding all Indebtedness attributable to
Securitization Transactions, in each case measured as of such date on a
consolidated basis in accordance with GAAP.

            "Asset Value" shall mean, with respect to any property or asset of
the Borrower or any Subsidiary as of any particular date, an amount equal to the
greater of (i) the net book value of such property or asset as of such date as
established in accordance with GAAP, and (ii) the fair market value of such
property or asset as of such date as determined in good faith by the board of
directors of the Borrower or such Subsidiary.

            "Assignment and Acceptance" shall mean an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 10.4(b)) and accepted by the Administrative
Agent, in the form of Exhibit D attached hereto or any other form approved by
the Administrative Agent.

            "Availability Period" shall mean the period from the Closing Date to
the Revolving Commitment Termination Date.

            "Base Rate" shall mean the higher of (i) the per annum rate which
the Administrative Agent publicly announces from time to time to be its prime
lending rate, as in effect from time to time, and (ii) the Federal Funds Rate,
as in effect from time to time, plus one-half of one percent (0.50%). The
Administrative Agent's prime lending rate is a reference rate and does not
necessarily represent the lowest or best rate charged to customers. The
Administrative Agent may make commercial loans or other loans at rates of
interest at, above or below the Administrative Agent's prime lending rate. Each
change in the Administrative Agent's prime lending rate shall be effective from
and including the date such change is publicly announced as being effective.

            "Borrower" shall have the meaning set forth in the introductory
paragraph hereof.

            "Borrowing" shall mean a borrowing consisting of (i) Loans of the
same Class and Type, made, converted or continued on the same date and in the
case of Eurodollar Loans, as to which a single Interest Period is in effect, or
(ii) a Swingline Loan.

            "Business Day" shall mean (i) any day other than a Saturday, Sunday
or other day on which commercial banks in Atlanta, Georgia are authorized or
required by law to close and


                                       3
<PAGE>

(ii) if such day relates to a Borrowing of, a payment or prepayment of principal
or interest on, a conversion of or into, or an Interest Period for, a Eurodollar
Loan or a notice with respect to any of the foregoing, any day on which dealings
in Dollars are carried on in the London interbank market.

            "Capital Lease Obligations" of any Person shall mean all obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

            "Capital Stock" shall mean any non-redeemable capital stock (or in
the case of a partnership or limited liability company, the partners' or
members' equivalent equity interest) of the Borrower or any of its Subsidiaries
(to the extent issued to a Person other than the Borrower), whether common or
preferred.

            "Change in Control" shall mean the occurrence of one or more of the
following events: (i) any "person" or "group" (within the meaning of Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934), other than the
Hughes Family shall become the "beneficial owner(s)" (as defined in said Rule
13(d)(3)) of more than 25% or more of the shares of the outstanding common stock
of the Borrower entitled to vote for members of the Borrower's board of
directors, (ii) occupation of a majority of the seats (other than vacant seats)
on the board of directors of the Borrower by Persons who were neither (a)
nominated by the current board of directors nor (b) appointed by directors so
nominated or (iii) any event or condition shall occur or exist which, pursuant
to the terms of any Change in Control Provision, requires or permits the
holder(s) of Indebtedness of the Borrower or any of its Subsidiaries to require
that such Indebtedness be redeemed, repurchased, defeased, prepaid or repaid, in
whole or in part, or the maturity of such Indebtedness to be accelerated in any
respect.

            "Change in Control Provision" shall mean any term or provision
contained in any indenture, debenture, note, or other agreement or document
evidencing or governing Indebtedness of Borrower evidencing debt or a commitment
to extend loans in excess of $5,000,000 which requires, or permits the holder(s)
of such Indebtedness of Borrower to require that such Indebtedness of Borrower
be redeemed, repurchased, defeased, prepaid or repaid, either in whole or in
part, or the maturity of such Indebtedness of Borrower to be accelerated in any
respect, as a result of a change in ownership of the capital stock of Borrower
or voting rights with respect thereto.

            "Change in Law" shall mean (i) the adoption of any applicable law,
rule or regulation after the date of this Agreement, (ii) any change in any
applicable law, rule or regulation, or any change in the interpretation or
application thereof, by any Governmental Authority after the date of this
Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office)
or the Issuing Bank (or for purposes of Section 2.19(b), by such Lender's or the
Issuing Bank's holding company, if applicable) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement.


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<PAGE>

            "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Competitive Bid Loans or Swingline Loans and when used in reference to any
Commitment, refers to whether such Commitment is a Revolving Commitment or a
Swingline Commitment.

            "Closing Date" shall mean the date on which the conditions precedent
set forth in Section 3.1 and Section 3.2 have been satisfied or waived in
accordance with Section 10.2.

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

            "Commitment" shall mean a Revolving Commitment or a Swingline
Commitment or any combination thereof (as the context shall permit or require).

            "Competitive Bid" shall mean an offer by a Lender to make a
Competitive Bid Loan substantially in the form of Exhibit 2.7-C, to be delivered
by a Lender to the Administrative Agent in response to a Competitive Bid
Request.

            "Competitive Bid Loan" shall mean a Loan made pursuant to Section
2.7.

            "Competitive Bid Loan Limit" shall mean $50,000,000.

            "Competitive Bid Note" shall mean a promissory note of the Borrower
payable to the order of any requesting Lender in the principal amount of the
Aggregate Revolving Commitments, in substantially the form of Exhibit B.

            "Competitive Bid Rate" shall mean, with respect to any Competitive
Bid, the rate of interest applicable to such Competitive Bid Loan, as specified
by the Lender making such Competitive Bid.

            "Competitive Bid Request" shall mean a request for a proposed
Competitive Bid Rate at which a Competitive Bid Loan may be made, substantially
in the form of Exhibit 2.7-A submitted by the Borrower to the Administrative
Agent in accordance with Section 2.7.

            "Compliance Certificate" shall mean a certificate from the principal
executive officer and the principal financial officer of the Borrower in the
form of, and containing the certifications set forth in, the certificate
attached hereto as Exhibit 5.1(c).

            "Consolidated EBITDAR" shall mean, for the Borrower and its
Subsidiaries for any period, an amount equal to the sum of (i) Consolidated
EBITR for such period plus (ii) to the extent deducted in determining
Consolidated EBITR, depreciation and amortization determined on a consolidated
basis in accordance with GAAP for such period.

            "Consolidated EBITR" shall mean, for the Borrower and its
Subsidiaries for any period, an amount equal to (i) Consolidated Net Income for
such period plus (ii) to the extent deducted in determining Consolidated Net
Income for such period, (A) Consolidated Interest Expense, (B) income tax
expense determined on a consolidated basis in accordance with GAAP and (C)
Consolidated Rental Expense.


                                       5
<PAGE>

            "Consolidated Fixed Charges" shall mean, for the Borrower and its
Subsidiaries for any period, the sum (without duplication) of (i) Consolidated
Interest Expense for such period, plus (ii) Consolidated Rental Expense for such
period.

            "Consolidated Interest Expense" shall mean, for any period of the
Borrower, total interest expense of the Borrower and its Subsidiaries determined
on a consolidated basis in accordance with GAAP, and including without
limitation or duplication, interest expense attributable to Capital Lease
Obligations, any program costs incurred by the Borrower in connection with a
Securitization Transactions and any interest expense attributable to Hedging
Transactions.

            "Consolidated Net Income" shall mean, for the Borrower and its
Subsidiaries for any period, the net income (or loss) of the Borrower and its
Subsidiaries for such period (taken as a single accounting period) determined on
a consolidated basis in accordance with GAAP, but excluding therefrom (to the
extent otherwise included therein) (i) any items of gain or loss which were
included in determining such Consolidated Net Income and were not realized in
the ordinary course of business or the result of a sale of assets other than in
the ordinary course of business and (ii) any income (or loss) of any Person
accrued prior to the date such Person becomes a Subsidiary, or is merged into or
consolidated with Borrower or any Subsidiary, on the date that such Person's
assets are acquired by the Borrower or any Subsidiary.

            "Consolidated Net Worth" shall mean, as of any date, the Borrower's
total shareholder's equity of such date as determined in accordance with GAAP.

            "Consolidated Rental Expense" shall mean, for the Borrower and its
Subsidiaries for any period, the total operating lease expense for such period,
determined on a consolidated basis in accordance with GAAP.

            "Consolidated Total Capital" shall mean, as of any date, the sum of
(i) Consolidated Total Funded Debt as of such date and (ii) Consolidated Net
Worth as of such date.

            "Consolidated Total Funded Debt" shall mean, as of any date, all
Indebtedness of the Borrower and its Subsidiaries other than Indebtedness of the
type described in subsections (vi) and (vii) of the definition thereto, but
including, without limitation, all Loans and Letters of Credit.

            "Contractual Obligation" of any Person shall mean any provision of
any security issued by such Person or of any agreement, instrument or
undertaking under which such Person is obligated or by which it or any of the
property in which it has an interest is bound.

            "Default" shall mean any condition or event that, with the giving of
notice or the lapse of time or both, would constitute an Event of Default.

            "Default Interest" shall have the meaning set forth in Section
2.14(d).

            "Dollar(s)" and the sign "$" shall mean lawful money of the United
States of America.


                                       6
<PAGE>

            "Eligible Assignee" shall mean (i) a Lender; (ii) an Affiliate of a
Lender; (iii) an Approved Fund; and (iv) any other Person (other than a natural
Person) approved by the Administrative Agent, the Issuing Bank, and unless (x)
such Person is taking delivery of an assignment in connection with physical
settlement of a credit derivatives transaction or (y) an Event of Default has
occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed). If the consent of the Borrower to an
assignment or to an Eligible Assignee is required hereunder (including a consent
to an assignment which does not meet the minimum assignment thresholds specified
in paragraph (b)(i) of Section 10.4), the Borrower shall be deemed to have given
its consent five (5) Business Days after the date notice thereof has actually
been delivered by the assigning Lender (through the Administrative Agent) to the
Borrower, unless such consent is expressly refused by the Borrower prior to such
fifth Business Day.

            "Environmental Laws" shall mean all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by or with any Governmental
Authority, relating in any way to the environment, preservation or reclamation
of natural resources, the management, Release or threatened Release of any
Hazardous Material or to health and safety matters.

            "Environmental Liability" shall mean any liability, contingent or
otherwise (including any liability for damages, costs of environmental
investigation and remediation, costs of administrative oversight, fines, natural
resource damages, penalties or indemnities), of the Borrower or any Subsidiary
directly or indirectly resulting from or based upon (i) any actual or alleged
violation of any Environmental Law, (ii) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (iii)
any actual or alleged exposure to any Hazardous Materials, (iv) the Release or
threatened Release of any Hazardous Materials or (v) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

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

            "ERISA Affiliate" shall mean any trade or business (whether or not
incorporated), which, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for the purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

            "ERISA Event" shall mean (i) any "reportable event", as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (ii)
the existence with respect to any Plan of an "accumulated funding deficiency"
(as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (iii) the filing pursuant to Section 412(d) of the Code or Section
303(d) of ERISA of an application for a waiver of the minimum funding standard
with respect to any Plan; (iv) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (v) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator appointed by the PBGC of any notice
relating to an intention to terminate any Plan or Plans or to appoint a trustee


                                       7
<PAGE>

to administer any Plan; (vi) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or Multiemployer Plan; or (vii) the receipt by the Borrower or any
ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

            "Eurodollar" when used in reference to any Loan or Borrowing
(including any Competitive Bid Loan or Borrowing), refers to whether such Loan,
or the Loans comprising such Borrowing, bears interest at a rate determined by
reference to the Adjusted LIBO Rate.

            "Eurodollar Reserve Percentage" shall mean the aggregate of the
maximum reserve percentages (including, without limitation, any emergency,
supplemental, special or other marginal reserves) expressed as a decimal
(rounded upwards to the next 1/100th of 1%) in effect on any day to which the
Administrative Agent is subject with respect to the Adjusted LIBO Rate pursuant
to regulations issued by the Board of Governors of the Federal Reserve System
(or any Governmental Authority succeeding to any of its principal functions)
with respect to eurocurrency funding (currently referred to as "eurocurrency
liabilities" under Regulation D). Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under Regulation D. The Eurodollar Reserve
Percentage shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.

            "Event of Default" shall have the meaning set forth in Section 8.1.

            "Excluded Taxes" shall mean with respect to the Administrative
Agent, any Lender, the Issuing Bank or any other recipient of any payment to be
made by or on account of any obligation of the Borrower hereunder, (i) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (ii) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which any Lender is located and (iii) in the case
of a Foreign Lender, any withholding tax that (x) is imposed on amounts payable
to such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement, (y) is imposed on amounts payable to such Foreign Lender at any time
that such Foreign Lender designates a new lending office, other than taxes that
have accrued prior to the designation of such lending office that are otherwise
not Excluded Taxes, and (z) is attributable to such Foreign Lender's failure to
comply with Section 2.21(e).

            "Existing Credit Agreement" shall mean that certain Revolving Credit
Agreement, dated as of January 26, 1999, by and among the Borrower, the banks
from time to time party thereto and SunTrust Bank as administrative agent, as
amended or modified prior to the date hereof.

            "Federal Funds Rate" shall mean, for any day, the rate per annum
(rounded upwards, if necessary, to the next 1/100th of 1%) equal to the weighted
average of the rates on


                                       8
<PAGE>

overnight Federal funds transactions with member banks of the Federal Reserve
System arranged by Federal funds brokers, as published by the Federal Reserve
Bank of New York on the next succeeding Business Day or if such rate is not so
published for any Business Day, the Federal Funds Rate for such day shall be the
average rounded upwards, if necessary, to the next 1/100th of 1% of the
quotations for such day on such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by the
Administrative Agent.

            "Fee Letter" shall mean that certain fee letter, dated as of
February 7, 2003, executed by SunTrust Capital Markets, Inc. and SunTrust Bank
and accepted by Borrower.

            "Financial Letters of Credit" shall mean, collectively, (i) all
standby letters of credit issued for the account of the Borrower or any of its
Subsidiaries, other than standby letters of credit supporting obligations
incurred in the ordinary course of business of the types referred to in clauses
(iii) and (iv) of the definition of Permitted Encumbrances, as well as liability
insurance, and (ii) all direct pay letters of credit issued for the account of
the Borrower or any of its Subsidiaries supporting financing arrangements,
including industrial development revenue bonds; provided, however, that the term
Financial Letters of Credit shall exclude all trade letters of credit issued for
the account of the Borrower or any of its Subsidiaries.

            "Fiscal Quarter" shall mean any fiscal quarter of the Borrower.

            "Fiscal Year" shall mean any fiscal year of the Borrower.

            "Fixed Charge Coverage Ratio" shall mean, as of any date, the ratio
of (a) Consolidated EBITDAR to (b) Consolidated Fixed Charges, in each case
measured for the four consecutive Fiscal Quarters ending on or immediately prior
to such date.

            "Foreign Lender" shall mean any Lender that is not a United States
person under Section 7701(a)(3) of the Code.

            "Foreign Subsidiary" shall mean any Subsidiary that is organized
under the laws of a jurisdiction other than one of the fifty states of the
United States or the District of Columbia.

            "GAAP" shall mean generally accepted accounting principles in the
United States applied on a consistent basis and subject to the terms of Section
1.3.

            "Governmental Authority" shall mean the government of the United
States of America, any other nation or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

            "Guarantee" of or by any Person (the "guarantor") shall mean any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly and including any obligation, direct or indirect, of the guarantor
(i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the


                                       9
<PAGE>

purchase of) any security for the payment thereof, (ii) to purchase or lease
property, securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (iii) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (iv) as an account party in respect of any
letter of credit or letter of guaranty issued in support of such Indebtedness or
obligation; provided, that the term "Guarantee" shall not include endorsements
for collection or deposits in the ordinary course of business. The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation in respect of which Guarantee is made or, if
not so stated or determinable, the maximum reasonably anticipated liability in
respect thereof (assuming such Person is required to perform thereunder) as
determined by such Person in good faith. The term "Guarantee" used as a verb has
a corresponding meaning.

            "Hazardous Materials" shall mean all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

            "Hedging Obligations" of any Person shall mean any and all
obligations of such Person, whether absolute or contingent and howsoever and
whensoever created, arising, evidenced or acquired under (i) any and all Hedging
Transactions, (ii) any and all cancellations, buy backs, reversals, terminations
or assignments of any Hedging Transactions and (iii) any and all renewals,
extensions and modifications of any Hedging Transactions and any and all
substitutions for any Hedging Transactions, including without limitation any
promissory notes issued to pay the Net Mark-to-Market Exposure of any Hedging
Transaction that is terminated.

            "Hedging Transaction" of any Person shall mean any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into by such Person that is a derivative instrument as defined under FAS 133 as
applied under GAAP.

            "Hughes Family" shall mean (i) David H. Hughes, Vincent S. Hughes
and Russell V. Hughes, (ii) any of their direct family members (including,
without limitation, lineal ancestors and descendants, siblings, and lineal
descendants of siblings), (iii) any trusts and profit-sharing plans and stock
option plans established for the sole benefit of the foregoing and (iv) the
heirs and personal representatives of the foregoing.

            "Indebtedness" of any Person shall mean, without duplication (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person in respect of the deferred purchase price of
property or services (other than trade payables incurred in the ordinary course
of business; provided, that for purposes of Section 8.1(f), trade payables
overdue by more than 120 days shall be included in this definition except to the
extent that any of such trade payables are being disputed in good faith and by
appropriate measures), (iv) all obligations of such Person under any conditional
sale or other title retention agreement(s) relating to property acquired by such
Person, (v) all Capital Lease Obligations of such Person, (vi) all obligations,
contingent or otherwise, of such Person in respect of Financial Letters of
Credit,


                                       10
<PAGE>

acceptances or similar extensions of credit, (vii) all Guarantees of such Person
of the type of Indebtedness described in clauses (i) through (vi) above, (viii)
all Indebtedness of a third party secured by any Lien on property owned by such
Person, whether or not such Indebtedness has been assumed by such Person, (ix)
all obligations of such Person, contingent or otherwise, to purchase, redeem,
retire or otherwise acquire for value any common stock of such Person and (x)
Off-Balance Sheet Debt. The Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer, except to the extent that the terms of such
Indebtedness provide that such Person is not liable therefor.

            "Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

            "Indemnity and Contribution Agreement" shall mean the Indemnity,
Subrogation and Contribution Agreement, dated as of the date hereof and
substantially in the form of Exhibit F, among the Borrower, the Subsidiary Loan
Parties and the Administrative Agent.

            "Indemnity and Contribution Agreement Supplement" shall mean each
supplement substantially in the form of Annex I to the Indemnity and
Contribution Agreement executed and delivered by a Subsidiary of the Borrower
pursuant to Section 5.10.

            "Information Memorandum" shall mean the Confidential Information
Memorandum dated February 2003 relating to the Borrower and the transactions
contemplated by this Agreement and the other Loan Documents.

            "Interest Period" shall mean (a) with respect to any Eurodollar
Borrowing, a period of one, two, three or six months; provided, that:

            (i) the initial Interest Period for such Borrowing shall commence on
      the date of such Borrowing (including the date of any conversion from a
      Borrowing of another Type), and each Interest Period occurring thereafter
      in respect of such Borrowing shall commence on the day on which the next
      preceding Interest Period expires;

            (ii) if any Interest Period would otherwise end on a day other than
      a Business Day, such Interest Period shall be extended to the next
      succeeding Business Day, unless such Business Day falls in another
      calendar month, in which case such Interest Period would end on the next
      preceding Business Day;

            (iii) any Interest Period which 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 such calendar month; and

            (iv) no Interest Period may extend beyond the Revolving Commitment
      Termination Date;

(b) with respect to any Competitive Bid Loan, such period as the Borrower shall
request and the applicable Lender shall accept; provided, however, that (i) no
Interest Period for Competitive Bid Loans shall exceed 180 days, (ii) no such
Interest Period shall extend beyond the Revolving


                                       11
<PAGE>

Commitment Termination Date and (iii) if any Interest Period would otherwise
expire on a day that is not a Business Day, such Interest Period shall expire on
the next succeeding Business Day and (c) with respect to any Swingline Loan,
such period as the Borrower and the Swingline Lender shall agree.

            "Issuing Bank" shall mean SunTrust Bank or any other Lender, each in
its capacity as an issuer of Letters of Credit pursuant to Section 2.23.

            "LC Commitment" shall mean that portion of the Aggregate Revolving
Commitment Amount that may be used by the Borrower for the issuance of Letters
of Credit in an aggregate face amount not to exceed $5,000,000.

            "LC Disbursement" shall mean a payment made by the Issuing Bank
pursuant to a Letter of Credit.

            "LC Documents" shall mean the Letters of Credit and all
applications, agreements and instruments relating to the Letters of Credit.

            "LC Exposure" shall mean, at any time, the sum of (i) the aggregate
undrawn amount of all outstanding Letters of Credit at such time, plus (ii) the
aggregate amount of all LC Disbursements that have not been reimbursed by or on
behalf of the Borrower at such time. The LC Exposure of any Lender shall be its
Pro Rata Share of the total LC Exposure at such time.

            "Lenders" shall have the meaning set forth in the introductory
paragraph hereof and shall include, where appropriate, the Swingline Lender and
each Additional Lender that joins this Agreement pursuant to Section 2.4 and
Section 10.4.

            "Letter of Credit" shall mean any stand-by letter of credit issued
pursuant to Section 2.23 by the Issuing Bank for the account of the Borrower
pursuant to the LC Commitment.

            "Leverage Ratio" shall mean, as of any date, the ratio of (i)
Consolidated Total Funded Debt as of such date to (ii) Consolidated Total
Capital as of such date.

            "LIBOR" shall mean, for any applicable Interest Period with respect
to any Eurodollar Loan, the British Bankers' Association Interest Settlement
Rate per annum for deposits in Dollars for a period equal to such Interest
Period appearing on the display designated as Page 3750 on the Dow Jones Markets
Service (or such other page on that service or such other service designated by
the British Bankers' Association for the display of such Association's Interest
Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on
the day that is two Business Days prior to the first day of the Interest Period
or if such Page 3750 is unavailable for any reason at such time, the rate which
appears on the Reuters Screen ISDA Page as of such date and such time; provided,
that if the Administrative Agent determines that the relevant foregoing sources
are unavailable for the relevant Interest Period, LIBOR shall mean the rate of
interest determined by the Administrative Agent to be the average (rounded
upward, if necessary, to the nearest 1/100th of 1%) of the rates per annum at
which deposits in Dollars are offered to the Administrative Agent two (2)
Business Days preceding the first day of such Interest Period by leading banks
in the London interbank market as of 10:00 a.m. for delivery on


                                       12
<PAGE>

the first day of such Interest Period, for the number of days comprised therein
and in an amount comparable to the amount of the Eurodollar Loan of the
Administrative Agent.

            "Lien" shall mean any mortgage, pledge, security interest, lien
(statutory or otherwise), charge, encumbrance, hypothecation, assignment,
deposit arrangement, or other arrangement having the practical effect of the
foregoing or any preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement and any capital lease having
the same economic effect as any of the foregoing).

            "Loan Documents" shall mean, collectively, this Agreement, the Notes
(if any), the LC Documents, the Subsidiary Guaranty Agreement, the Indemnity and
Contribution Agreement, all Notices of Borrowing, all Notices of
Conversion/Continuation and any and all other instruments, agreements, documents
and writings executed in connection with any of the foregoing.

            "Loan Parties" shall mean the Borrower and the Subsidiary Loan
Parties.

            "Loans" shall mean all Revolving Loans, Swingline Loans and
Competitive Bid Loans in the aggregate or any of them, as the context shall
require.

            "Material Adverse Effect" shall mean, with respect to any event,
act, condition or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or
proceeding), whether singularly or in conjunction with any other event or
events, act or acts, condition or conditions, occurrence or occurrences whether
or not related, a material adverse change in, or a material adverse effect on,
(i) the business, results of operations, financial condition, assets,
liabilities or prospects of the Borrower or of the Borrower and its Subsidiaries
taken as a whole, (ii) the ability of the Loan Parties to perform any of their
respective obligations under the Loan Documents, (iii) the rights and remedies
of the Administrative Agent, the Issuing Bank, Swingline Lender, and the Lenders
under any of the Loan Documents or (iv) the legality, validity or enforceability
of any of the Loan Documents.

            "Material Indebtedness" shall mean Indebtedness (other than the
Loans and Letters of Credit) and Hedging Obligations, of any one or all of the
Loan Parties and their Subsidiaries, individually or in an aggregate principal
amount exceeding $5,000,000. For purposes of determining the amount of
attributed Indebtedness from Hedging Obligations, the "principal amount" of any
Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such
Hedging Obligations.

            "Material Subsidiary" shall mean at any time any direct or indirect
Subsidiary of the Borrower (i) having or acquiring total assets in excess of
$1,000,000 or (ii) that accounted for or produced more than 5% of the
Consolidated EBITR of the Borrower and its Subsidiaries determined on a
consolidated basis during any of the three most recently completed Fiscal Years;
provided, however, that the term "Material Subsidiary" shall be deemed to
exclude any Securitization Subsidiary.

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


                                       13
<PAGE>

            "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

            "Net Mark-to-Market Exposure" of any Person shall mean, as of any
date of determination with respect to any Hedging Obligation, the excess (if
any) of all unrealized losses over all unrealized profits of such Person arising
from such Hedging Obligation. "Unrealized losses" shall mean the fair market
value of the cost to such Person of replacing the Hedging Transaction giving
rise to such Hedging Obligation as of the date of determination (assuming the
Hedging Transaction were to be terminated as of that date), and "unrealized
profits" means the fair market value of the gain to such Person of replacing
such Hedging Transaction as of the date of determination (assuming such Hedging
Transaction were to be terminated as of that date).

            "Notes" shall mean, collectively, the Revolving Credit Notes, the
Competitive Bid Notes and the Swingline Note.

            "Notice of Conversion/Continuation" shall have the meaning set forth
in Section 2.9(b).

            "Notice of Revolving Borrowing" shall have the meaning set forth in
Section 2.3.

            "Notice of Swingline Loan" shall have the meaning set forth in
Section 2.5.

            "Notices of Borrowing" shall mean, collectively, the Notices of
Revolving Borrowing, the Competitive Bid Requests, and the Notices of Swingline
Loan.

            "Obligations" shall mean all amounts owing by the Borrower to the
Administrative Agent, the Issuing Bank or any Lender (including the Swingline
Lender) pursuant to or in connection with this Agreement or any other Loan
Document, including without limitation, all principal, interest (including any
interest accruing after the filing of any petition in bankruptcy or the
commencement of any insolvency, reorganization or like proceeding relating to
the Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding), all reimbursement obligations, fees, expenses,
indemnification and reimbursement payments, costs and expenses (including all
fees and expenses of counsel to the Administrative Agent, the Issuing Bank and
any Lender (including the Swingline Lender) incurred pursuant to this Agreement
or any other Loan Document), whether direct or indirect, absolute or contingent,
liquidated or unliquidated, now existing or hereafter arising hereunder or
thereunder, and all Hedging Obligations owed to the Administrative Agent, any
Lender or any of their Affiliates relating to Revolving Loans made hereunder,
and all obligations and liabilities incurred in connection with collecting and
enforcing the foregoing, together with all renewals, extensions, modifications
or refinancings thereof.

            "Off-Balance Sheet Debt" of any Person shall mean (i) any repurchase
obligation or liability of such Person with respect to accounts or notes
receivable sold by such Person, including without limitation with respect to a
Securitization Transaction, (ii) any Synthetic Lease Obligation or (iii) any
obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheet of such Person under GAAP, provided, however,
that any liability of such Person with respect to sale and leaseback
transactions shall be excluded from this definition.


                                       14
<PAGE>

            "OSHA" shall mean the Occupational Safety and Health Act of 1970, as
amended from time to time, and any successor statute.

            "Other Taxes" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement or any other
Loan Document.

            "Participant" shall have the meaning set forth in Section 10.4(c).

            "Payment Office" shall mean the office of the Administrative Agent
located at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or such other
location as to which the Administrative Agent shall have given written notice to
the Borrower and the other Lenders.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation referred
to and defined in ERISA, and any successor entity performing similar functions.

            "Permitted Encumbrances" shall mean:

            (i) Liens imposed by law for taxes not yet due or which are being
      contested in good faith by appropriate proceedings and with respect to
      which adequate reserves are being maintained in accordance with GAAP;

            (ii) statutory Liens of landlords, carriers, warehousemen,
      mechanics, materialmen and similar Liens arising by operation of law in
      the ordinary course of business for amounts not yet due or which are being
      contested in good faith by appropriate proceedings and with respect to
      which adequate reserves are being maintained in accordance with GAAP;

            (iii) pledges and deposits made in the ordinary course of business
      in compliance with workers' compensation, unemployment insurance and other
      social security laws or regulations;

            (iv) deposits to secure the performance of bids, trade contracts,
      insurance contracts, leases, statutory obligations, surety and appeal
      bonds, performance bonds and other obligations of a like nature, in each
      case in the ordinary course of business;

            (v) judgment and attachment liens not giving rise to an Event of
      Default or Liens created by or existing from any litigation or legal
      proceeding that are currently being contested in good faith by appropriate
      proceedings and with respect to which adequate reserves are being
      maintained in accordance with GAAP; and

            (vi) easements, zoning restrictions, rights-of-way and similar
      encumbrances on real property imposed by law or arising in the ordinary
      course of business that do not secure any monetary obligations and do not
      materially detract from the value of the affected property or materially
      interfere with the ordinary conduct of business of the Borrower and its
      Subsidiaries taken as a whole;


                                       15
<PAGE>

provided, that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

            "Permitted Investments" shall mean:

            (i) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States (or
      by any agency thereof to the extent such obligations are backed by the
      full faith and credit of the United States), in each case maturing within
      one year from the date of acquisition thereof;

            (ii) commercial paper having a rating of at least A-1/P-2, at the
      time of acquisition thereof, of S&P or Moody's and in either case maturing
      within six months from the date of acquisition thereof;

            (iii) certificates of deposit, bankers' acceptances and time
      deposits maturing within 180 days of the date of acquisition thereof
      issued or guaranteed by or placed with, and money market deposit accounts
      issued or offered by, any domestic office of any commercial bank organized
      under the laws of the United States or any state thereof which has a
      combined capital and surplus and undivided profits of not less than
      $500,000,000;

            (iv) fully collateralized repurchase agreements with a term of not
      more than 30 days for securities described in clause (i) above and entered
      into with a financial institution satisfying the criteria described in
      clause (iii) above; and

            (v) mutual funds investing solely in any one or more of the
      Permitted Investments described in clauses (i) through (iv) above.

            "Permitted Subordinated Debt" shall mean any Indebtedness of the
Borrower or any Subsidiary (i) that is expressly subordinated to the Obligations
and all guarantees thereof on terms and conditions satisfactory to the
Administrative Agent and the Required Lenders in all respects, including without
limitation with respect to interest rates, payment terms, maturities,
amortization schedules, covenants, defaults, remedies and subordination
provisions, as evidenced by the written approval by the Administrative Agent and
the Required Lenders.

            "Person" shall mean any individual, partnership, firm, corporation,
association, joint venture, limited liability company, trust or other entity, or
any Governmental Authority.

            "Plan" shall mean any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

            "Pro Rata Share" shall mean with respect to any Revolving
Commitment, Loans, other Revolving Credit Exposure, or any payments or
prepayments related to the foregoing, of any Lender at any time, a percentage,
the numerator of which shall be such Lender's Commitment (or if such Commitments
have been terminated or expired or the Loans have been declared to be due and
payable, such Lender's Revolving Credit Exposure), and the denominator


                                       16
<PAGE>

of which shall be the sum of such Commitments of all Lenders (or if such
Commitments have been terminated or expired or the Loans have been declared to
be due and payable, the Revolving Credit Exposure of all Lenders).

            "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System, as the same may be in effect from time to time, and
any successor regulations.

            "Regulation U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System, as the same may be in effect from time to time, and
any successor regulations.

            "Related Parties" shall mean, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

            "Release" shall mean any release, spill, emission, leaking, dumping,
injection, pouring, deposit, disposal, discharge, dispersal, leaching or
migration into the environment (including ambient air, surface water,
groundwater, land surface or subsurface strata) or within any building,
structure, facility or fixture.

            "Required Lenders" shall mean, at any time, Lenders holding more
than 50% of the aggregate outstanding Revolving Commitments at such time or if
the Lenders have no Revolving Commitments outstanding, then Lenders holding more
than 50% of the aggregate Revolving Credit Exposure and Competitive Bid Loans of
all Lenders.

            "Requirement of Law" for any Person shall mean the articles or
certificate of incorporation, bylaws, partnership certificate and agreement, or
limited liability company certificate of organization and agreement, as the case
may be, and other organizational and governing documents of such Person, and any
law, treaty, rule or regulation, or determination of a 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" shall mean any of the president, the chief
executive officer, the chief operating officer, the chief financial officer, the
treasurer or a vice president of the Borrower or such other representative of
the Borrower as may be designated in writing by any one of the foregoing with
the consent of the Administrative Agent; and, with respect to the compliance
certificate, the chief executive officer and the chief financial officer of the
Borrower.

            "Restricted Payment" shall have the meaning set forth in Section
7.5.

            "Revolving Commitment" shall mean, with respect to each Lender, the
obligation of such Lender to make Revolving Loans to the Borrower and to
participate in Letters of Credit and Swingline Loans in an aggregate principal
amount not exceeding the amount set forth with respect to such Lender on Annex
I, as such annex may be amended pursuant to Section 2.4 or through an assignment
of an existing Revolving Commitment, the amount of the assigned "Revolving
Commitment" as provided in the Assignment and Acceptance executed by such Person
as an assignee, as the same may be increased or deceased pursuant to terms
hereof.


                                       17
<PAGE>

            "Revolving Commitment Termination Date" shall mean the earliest of
(i) March 26, 2007, (ii) the date on which the Revolving Commitments are
terminated pursuant to Section 2.10 and (iii) the date on which all amounts
outstanding under this Agreement have been declared or have automatically become
due and payable (whether by acceleration or otherwise).

            "Revolving Credit Availability Period" shall mean the period from
the Closing Date to the Revolving Commitment Termination Date.

            "Revolving Credit Exposure" shall mean, with respect to any Lender
at any time, the sum of the outstanding principal amount of such Lender's
Revolving Loans, LC Exposure and Swingline Exposure.

            "Revolving Credit Note" shall mean a promissory note of the Borrower
payable to the order of a requesting Lender in the principal amount of such
Lender's Revolving Commitment, in substantially the form of Exhibit A.

            "Revolving Loan" shall mean a loan made by a Lender (other than the
Swingline Lender) to the Borrower under its Revolving Commitment, which may
either be a Base Rate Loan or a Eurodollar Loan.

            "S&P" shall mean Standard & Poor's, a division of the McGraw-Hill
Companies.

            "Securitization Subsidiary" shall mean any Subsidiary of the
Borrower that is a special purpose entity formed for the purpose of acquiring
accounts receivable and related rights from the Borrower or one or more of its
other Subsidiaries.

            "Securitization Transaction" shall mean any limited recourse or
non-recourse sale, assignment or contribution of accounts receivable and related
rights of the Borrower or one or more of its Subsidiaries to any Securitization
Subsidiary in connection with the issuance of Indebtedness by such
Securitization Subsidiary secured by such assets, the proceeds of which are to
be made available, directly or indirectly, to the Borrower or such Subsidiaries.
The "amount" or "principal amount" of any Securitization Transaction shall be
deemed at any time to be the aggregate principal or stated amount of the
Indebtedness owing by such Securitization Subsidiary to any Person other than
the Borrower or another Subsidiary.

            "Subordinated Debt Documents" shall mean any indenture, agreement or
similar instrument governing any Permitted Subordinated Debt.

            "Subsidiary" shall mean, with respect to any Person (the "parent"),
any corporation, partnership, joint venture, limited liability company,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, partnership, joint venture, limited liability
company, association or other entity (i) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power, or in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held,
or (ii) that is, as of such date, otherwise controlled, by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent.


                                       18
<PAGE>

Unless otherwise indicated, all references to "Subsidiary" hereunder shall mean
a Subsidiary of the Borrower.

            "Subsidiary Guaranty Agreement" shall mean the Subsidiary Guaranty
Agreement, dated as of the date hereof and substantially in the form of Exhibit
E, made by the Subsidiary Loan Parties in favor of the Administrative Agent for
the benefit of the Lenders.

            "Subsidiary Guaranty Supplement" shall mean each supplement
substantially in the form of Annex I to the Subsidiary Guaranty Agreement
executed and delivered by a Subsidiary of the Borrower pursuant to Section 5.10.

            "Subsidiary Loan Party" shall mean any Material Subsidiary and any
other Subsidiary that guarantees the Obligations.

            "Swingline Commitment" shall mean the commitment of the Swingline
Lender to make Swingline Loans in an aggregate principal amount at any time
outstanding not to exceed $10,000,000.

            "Swingline Exposure" shall mean, with respect to each Lender, the
principal amount of the Swingline Loans in which such Lender is legally
obligated either to make a Base Rate Loan or to purchase a participation in
accordance with Section 2.6, which shall equal such Lender's Pro Rata Share of
all outstanding Swingline Loans.

            "Swingline Lender" shall mean SunTrust Bank

            "Swingline Loan" shall mean a loan made to the Borrower by the
Swingline Lender under the Swingline Commitment.

            "Swingline Note" shall mean the promissory note of the Borrower
payable to the order of the Swingline Lender in the principal amount of the
Swingline Commitment, substantially the form of Exhibit C.

            "Swingline Rate" shall mean, for any Interest Period agreed to by
the Swingline Lender and the Borrower, the rate as offered by the Swingline
Lender and accepted by the Borrower. The Borrower is under no obligation to
accept this rate.

            "Synthetic Lease" shall mean a lease transaction under which the
parties intend that (i) the lease will be treated as an "operating lease" by the
lessee pursuant to Statement of Financial Accounting Standards No. 13, as
amended and (ii) the lessee will be entitled to various tax and other benefits
ordinarily available to owners (as opposed to lessees) of like property.

            "Synthetic Lease Obligations" shall mean, with respect to any
Person, the sum of (i) all remaining rental obligations of such Person as lessee
under Synthetic Leases which are attributable to principal and, without
duplication, and (ii) all rental and purchase price payment obligations of such
Person under such Synthetic Leases assuming such Person exercises the option to
purchase the lease property at the end of the lease term.


                                       19
<PAGE>

            "Taxes" shall mean any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

            "Type", when used in reference to a Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Base
Rate.

            "Withdrawal Liability" shall mean liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

            Section 1.2. Classifications of Loans and Borrowings. For purposes
of this Agreement, Loans may be classified and referred to by Class (e.g. a
"Revolving Loan" or "Competitive Bid Loan") or by Type (e.g. a "Eurodollar Loan"
or "Base Rate Loan") or by Class and Type (e.g. "Revolving Eurodollar Loan").
Borrowings also may be classified and referred to by Class (e.g. "Revolving
Borrowing") or by Type (e.g. "Eurodollar Borrowing") or by Class and Type (e.g.
" Revolving Eurodollar Borrowing").

            Section 1.3. Accounting Terms and Determination. Unless otherwise
defined or 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 as in effect from time to time, applied on a basis
consistent with the most recent audited consolidated financial statement of the
Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower
notifies the Administrative Agent that the Borrower wishes to amend any covenant
in Article VI 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 Article VI for such purpose), then the Borrower's
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.

            Section 1.4. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall". In
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the word "to" means "to but
excluding". Unless the context requires otherwise (i) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as it was
originally executed or as it may from time to time be amended, restated,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (ii) any reference
herein to any Person shall be construed to include such Person's successors and
permitted assigns, (iii) the words "hereof", "herein" and "hereunder" and words
of similar import shall be construed to refer to this Agreement as a whole and
not to any particular provision hereof, (iv) all references to Articles,


                                       20
<PAGE>

Sections, Exhibits and Schedules shall be construed to refer to Articles,
Sections, Exhibits and Schedules to this Agreement and (v) all references to a
specific time shall be construed to refer to the time in the city and state of
the Administrative Agent's principal office, unless otherwise indicated.

                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENTS

            Section 2.1. General Description of Facilities. Subject to and upon
the terms and conditions herein set forth, (i) the Lenders hereby establish in
favor of the Borrower a revolving credit facility pursuant to which each Lender
severally agrees (to the extent of such Lender's Revolving Commitment) to make
Revolving Loans to the Borrower in accordance with Section 2.2 and to offer in
its sole discretion to make Competitive Bid Loans in accordance with Section
2.7, (ii) the Issuing Bank agrees to issue Letters of Credit in accordance with
Section 2.23, (iii) the Swingline Lender agrees to make Swingline Loans in
accordance with Section 2.5 and (iv) each Lender agrees to purchase a
participation interest in the Letters of Credit and the Swingline Loans pursuant
to the terms and conditions hereof; provided, that in no event shall the
aggregate principal amount of all outstanding Revolving Loans, Competitive Bid
Loans, Swingline Loans and outstanding LC Exposure exceed at any time the
Aggregate Revolving Commitment Amount from time to time in effect.

            Section 2.2. Revolving Loans. Subject to the terms and conditions
set forth herein, each Lender severally agrees to make Revolving Loans, ratably
in proportion to its Pro Rata Share, to the Borrower, from time to time during
the Availability Period, in an aggregate principal amount outstanding at any
time that will not result in (a) such Lender's Revolving Credit Exposure
exceeding such Lender's Revolving Commitment or (b) the sum of the aggregate
Revolving Credit Exposures of all Lenders plus the aggregate principal amount of
all Competitive Bid Loans exceeding the Aggregate Revolving Commitment Amount.
During the Availability Period, the Borrower shall be entitled to borrow, prepay
and reborrow Revolving Loans in accordance with the terms and conditions of this
Agreement; provided, that the Borrower may not borrow or reborrow should there
exist a Default or Event of Default.

            Section 2.3. Procedure for Revolving Borrowings.

            The Borrower shall give the Administrative Agent written notice (or
telephonic notice promptly confirmed in writing) of each Revolving Borrowing
substantially in the form of Exhibit 2.3 attached hereto (a "Notice of Revolving
Borrowing") (x) prior to 11:00 a.m. (Atlanta, Georgia time) one (1) Business Day
prior to the requested date of each Base Rate Borrowing and (y) prior to 11:00
a.m. (Atlanta, Georgia time) three (3) Business Days prior to the requested date
of each Eurodollar Borrowing. Each Notice of Revolving Borrowing shall be
irrevocable and shall specify: (i) the aggregate principal amount of such
Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
(iii) the Type of such Revolving Loan comprising such Borrowing and (iv) in the
case of a Eurodollar Borrowing, the duration of the initial Interest Period
applicable thereto (subject to the provisions of the definition of Interest
Period). Each


                                       21
<PAGE>

Revolving Borrowing shall consist entirely of Base Rate Loans or Eurodollar
Loans, as the Borrower may request. The aggregate principal amount of each
Eurodollar Borrowing shall be not less than $5,000,000 or a larger multiple of
$1,000,000, and the aggregate principal amount of each Base Rate Borrowing shall
not be less than $1,000,000 or a larger multiple of $100,000; provided, that
Base Rate Loans made pursuant to Section 2.5 or Section 2.23(c) may be made in
lesser amounts as provided therein. At no time shall the total number of
Eurodollar Borrowings and Competitive Bid Loans outstanding at any time exceed
ten. Promptly following the receipt of a Notice of Revolving Borrowing in
accordance herewith, the Administrative Agent shall advise each Lender of the
details thereof and the amount of such Lender's Revolving Loan to be made as
part of the requested Revolving Borrowing.

            Section 2.4. Increase of Commitments; Additional Lenders.

            (a) So long as no Event of Default has occurred and is continuing,
from time to time after the Closing Date, Borrower may, upon at least 30 days'
written notice to the Administrative Agent, who shall promptly notify the
Lenders, propose to increase the Aggregate Revolving Commitment Amount up to an
amount not to exceed $300,000,000 (the amount of any such increase, the
"Additional Commitment Amount"). Each Lender shall have the right for a period
of 15 days following receipt of such notice, to elect by written notice to the
Borrower and the Administrative Agent to increase its Revolving Commitment by a
principal amount equal to its Pro Rata Share of the Additional Commitment
Amount. In the event that the aggregate amount to which the Lenders are willing
to increase the Revolving Commitments is less than the Additional Commitment
Amount based on the written notices delivered by the Lenders to the
Administrative Agent, the Administrative Agent shall offer to the Lenders who
have agreed to increase their Revolving Commitments the opportunity to further
increase their Revolving Commitments up to an amount equal to the Additional
Commitment Amount. Each such Lender shall promptly respond in writing to the
Administrative Agent of whether it will agree to further increase its Revolving
Commitment and by what amount it will agree to further increase its Revolving
Commitment. Within five (5) Business Days after receipt of all responses from
such Lenders, the Administrative Agent shall inform the Borrower and all Lenders
in writing of the amount by which each Lender will increase its Revolving
Commitment. No Lender (or any successor thereto) shall have any obligation to
increase its Revolving Commitment or its other obligations under this Agreement
and the other Loan Documents, and any decision by a Lender to increase its
Revolving Commitment shall be made in its sole discretion independently from any
other Lender. Decisions to increase a Revolving Loan Commitment must be
affirmatively communicated in writing and shall not be presumed based upon a
failure to respond to Borrower's request.

            (b) If the existing Lenders do not elect to increase the Aggregate
Revolving Commitment Amount by the Additional Commitment Amount pursuant to
subsection (a) of this Section, the Borrower shall have the right, within sixty
days (60) after receipt of such notice from the Administrative Agent, to obtain
additional Revolving Commitments from one or more other banks or financial
institutions (each, an "Additional Lender") to the extent necessary to increase
the Aggregate Revolving Commitment Amount by the Additional Commitment Amount;
provided, however, that each Additional Lender must (i) be acceptable to the
Administrative Agent and (ii) become a party to this Agreement pursuant to a
joinder agreement in form and substance satisfactory to the Administrative
Agent. The sum of the increases in the


                                       22
<PAGE>

Revolving Commitments of the existing Lenders pursuant to subsection (a) plus
the Revolving Commitments of the Additional Lenders shall not in the aggregate
exceed the Additional Commitment Amount.

            (c) An increase in the aggregate amount of the Revolving Commitments
pursuant to this Section 2.4 shall become effective upon the receipt by the
Administrative Agent of an agreement in form and substance satisfactory to the
Administrative Agent signed by the Borrower, by each Additional Lender and by
each other Lender whose Revolving Commitment is to be increased, setting forth
the new Revolving Commitments of such Lenders and setting forth the agreement of
each Additional Lender to become a party to this Agreement and to be bound by
all the terms and provisions hereof, together with such evidence of appropriate
corporate authorization on the part of the Borrower with respect to the increase
in the Revolving Commitments and such opinions of counsel for the Borrower with
respect to the increase in the Revolving Commitments as the Administrative Agent
may reasonably request. . Upon the acceptance of any such agreement by the
Administrative Agent, the Aggregate Revolving Commitment Amount shall
automatically be increased by the amount of the Revolving Commitments added
through such agreement and Annex I shall automatically be deemed amended to
reflect the Revolving Commitments of all Lenders after giving effect to the
addition of such Revolving Commitments.

            (d) Upon any increase in the aggregate amount of the Revolving
Commitments pursuant to this Section 2.4 that is not pro rata among all Lenders,
(x) within five Business Days, in the case of any Base Rate Loans then
outstanding, and at the end of the then current Interest Period with respect
thereto, in the case of any Eurodollar Loans then outstanding, the Borrower
shall prepay such Loans in their entirety and, to the extent the Borrower elects
to do so and subject to the conditions specified in Article III, the Borrower
shall reborrow Loans from the Lenders in proportion to their respective
Revolving Commitments after giving effect to such increase, until such time as
all outstanding Loans are held by the Lenders in such proportion and (y)
effective upon such increase, the amount of the participations held by each
Lender in each Letter of Credit then outstanding shall be deemed adjusted such
that, after giving effect to such adjustments, the Lenders shall hold
participations in each such Letter of Credit in the proportion its respective
Revolving Commitment bears to the aggregate Revolving Commitments after giving
effect to such increase.

            Section 2.5. Swingline Commitment. Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to the Borrower, from time to time during the Availability Period, in an
aggregate principal amount outstanding at any time not to exceed the lesser of
(i) the Swingline Commitment then in effect and (ii) the difference between the
Aggregate Revolving Commitment Amount and the sum of (x) the aggregate Revolving
Credit Exposures of all Lenders and (y) the outstanding Competitive Bid Loans;
provided, that the Swingline Lender shall not be required to make a Swingline
Loan to refinance an outstanding Swingline Loan. The Borrower shall be entitled
to borrow, repay and reborrow Swingline Loans in accordance with the terms and
conditions of this Agreement.

            Section 2.6. Procedure for Swingline Loan; Etc. (a) The Borrower
shall give the Administrative Agent written notice (or telephonic notice
promptly confirmed in writing) of each Swingline Loan substantially in the form
of Exhibit 2.6 attached hereto ("Notice of


                                       23
<PAGE>

Swingline Loan") prior to 2:00 p.m. (Atlanta, Georgia time) on the requested
date of each Swingline Loan. Each Notice of Swingline Loan shall be irrevocable
and shall specify: (i) the principal amount of such Swingline Loan, (ii) the
date of such Swingline Loan (which shall be a Business Day) and (iii) the
account of the Borrower to which the proceeds of such Swingline Loan should be
credited. The Administrative Agent will promptly advise the Swingline Lender of
each Notice of Swingline Loan. Each Swingline Loan shall accrue interest at the
Base Rate or any other interest rate as agreed between the Borrower and the
Swingline Lender and shall have an interest period as agreed between the
Borrower and the Swingline Lender. The aggregate principal amount of each
Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000,
or such other minimum amounts agreed to by the Swingline Lender and the
Borrower. The Swingline Lender will make the proceeds of each Swingline Loan
available to the Borrower in Dollars in immediately available funds at the
account specified by the Borrower in the applicable Notice of Swingline Loan not
later than 4:00 p.m. (Atlanta, Georgia time) on the requested date of such
Swingline Loan.

            (b) The Swingline Lender, at any time and from time to time in its
sole discretion, may, on behalf of the Borrower (which hereby irrevocably
authorizes and directs the Swingline Lender to act on its behalf), give a Notice
of Revolving Borrowing to the Administrative Agent (with a copy to the Borrower)
requesting the Lenders (including the Swingline Lender) to make Base Rate Loans
in an amount equal to the unpaid principal amount of any Swingline Loan. Each
Lender will make the proceeds of its Base Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Swingline Lender in
accordance with Section 2.8, which will be used solely for the repayment of such
Swingline Loan.

            (c) If for any reason a Base Rate Borrowing may not be (as
determined in the sole discretion of the Administrative Agent), or is not, made
in accordance with the foregoing provisions, then each Lender (other than the
Swingline Lender) shall purchase an undivided participating interest in such
Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that
such Base Rate Borrowing should have occurred. On the date of such required
purchase, each Lender shall promptly transfer, in immediately available funds,
the amount of its participating interest to the Administrative Agent for the
account of the Swingline Lender. If such Swingline Loan bears interest at a rate
other than the Base Rate, such Swingline Loan shall automatically become a Base
Rate Loan on the effective date of any such participation and interest shall
become payable on demand.

            (d) Each Lender's obligation to make a Base Rate Loan pursuant to
Section 2.6(b) or to purchase the participating interests pursuant to Section
2.6(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including without limitation (i) any setoff, counterclaim,
recoupment, defense or other right that such Lender or any other Person may have
or claim against the Swingline Lender, the Borrower or any other Person for any
reason whatsoever, (ii) the existence of a Default or an Event of Default or the
termination of any Lender's Revolving Commitment, (iii) the existence (or
alleged existence) of any event or condition which has had or could reasonably
be expected to have a Material Adverse Effect, (iv) any breach of this Agreement
or any other Loan Document by the Borrower, the Administrative Agent or any
Lender or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing. If such amount is not in fact made
available to the Swingline


                                       24
<PAGE>

Lender by any Lender, the Swingline Lender shall be entitled to recover such
amount on demand from such Lender, together with accrued interest thereon for
each day from the date of demand thereof (i) at the Federal Funds Rate until the
second Business Day after such demand and (ii) at the Base Rate at all times
thereafter. Until such time as such Lender makes its required payment, the
Swingline Lender shall be deemed to continue to have outstanding Swingline Loans
in the amount of the unpaid participation for all purposes of the Loan
Documents. In addition, such Lender shall be deemed to have assigned any and all
payments made of principal and interest on its Loans and any other amounts due
to it hereunder, to the Swingline Lender to fund the amount of such Lender's
participation interest in such Swingline Loans that such Lender failed to fund
pursuant to this Section, until such amount has been purchased in full.

            Section 2.7. Competitive Bid Borrowings.

            (a) Competitive Bid Option. Subject to the terms and conditions set
forth herein, from time to time during the Availability Period, the Borrower may
request the Lenders to submit Competitive Bids. Each Lender may, but shall have
no obligation to, make such Competitive Bids, and the Borrower may, but shall
have no obligation to, accept any such Competitive Bids. At no time shall the
number of Competitive Bid Borrowings outstanding under this Section 2.7,
together with all LIBOR Borrowings exceed ten in any case. At no time shall (i)
the sum of the aggregate principal amount of outstanding Competitive Bid Loans
plus the aggregate Revolving Credit Exposures of all Lenders exceed the
Aggregate Revolving Commitment Amount and (ii) the aggregate principal amount of
outstanding Competitive Bid Loans exceed the Competitive Bid Loan Limit. A
Lender's Competitive Bid Loans shall not be deemed to constitute usage of such
Lender's Revolving Commitment, and such Lender shall remain obligated to fund
its Pro Rata Share of Revolving Loans and to purchase participations in the LC
Exposure and Swingline Exposure.

            (b) Competitive Bid Requests. The Borrower may request Competitive
Bids by delivering a duly completed Competitive Bid Request to the
Administrative Agent in writing (or by telephone, immediately confirmed in
writing). Each Competitive Bid Request shall specify (i) the proposed date of
such Borrowing (which shall be a Business Day), (ii) the aggregate amount of
such Borrowing, and (iii) the duration of the Interest Period or Interest
Periods applicable thereto, and shall otherwise comply with notice requirements
of each respective Lender, which shall be communicated by Lenders to the
Administrative Agent and the Borrower from time to time. A Competitive Bid
Request which does not conform substantially to the form of Exhibit 2.7-A may be
rejected by the Administrative Agent in its sole discretion, and the
Administrative Agent shall promptly notify the Borrower of such rejection by
telecopy. Promptly after its receipt of a Competitive Bid Request which is not
rejected, the Administrative Agent shall promptly notify each Lender the details
thereof by telecopy, inviting the Lenders to submit Competitive Bids, in a
notice substantially similar to the form of Exhibit 2.7-B.

            (c) Competitive Bids.

            (i) Each Lender may, but shall have no obligation to, submit one or
more Competitive Bids, each containing an irrevocable offer to make a
Competitive Bid Loan in response to a Competitive Bid Request; provided, that if
the Borrower's Competitive Bid Request specified more than one Interest Period,
such Lender may make a single submission


                                       25
<PAGE>

containing a separate offer for each Interest Period and each such separate
offer shall be deemed to be a separate Competitive Bid. Each Competitive Bid by
a Lender must be received by the Borrower directly by telecopy not later than
11:30 a.m. (Atlanta, Georgia time) on the proposed date of Borrowing.

            (ii) Each Competitive Bid shall specify (A) the principal amount of
each Competitive Bid Loan, the Interest Period applicable thereto and the
aggregate principal amount of all Competitive Bid Loans for all Interest Periods
(which principal amount may be greater than the Revolving Commitment of such
Lender but which may not exceed the aggregate principal amount of Competitive
Bid Loans for each Interest Period for which Competitive Bid Requests were
requested) and (B) the Competitive Bid Rate or Rates at which such Lender is
prepared to make such Loan or Loans (expressed as a percentage rate per annum in
the form of a decimal to no more than four decimal places). Competitive Bids
that do not conform substantially to Exhibit 2.7-C may be rejected by the
Borrower, and the Borrower shall notify the applicable Lender as promptly as
possible.

            (iii) No Competitive Bid shall contain qualifying, conditional or
similar language or propose terms other than or in addition to those set forth
in the applicable Competitive Bid Request, and in particular, no Competitive Bid
may be conditioned upon the acceptance by the Borrower of all (or some specified
minimum) of the principal amount of the Competitive Bid Loan for which the
Competitive Bid was made.

            (d) Acceptance by Borrower. The Borrower may accept or reject any
Competitive Bid; provided, that (i) the aggregate amount of the Competitive Bids
accepted by the Borrower shall not exceed the aggregate amount of the requested
Competitive Bid Borrowing specified in the related Competitive Bid Request, and
(ii) the aggregate amount of all Competitive Bid Loans, after giving effect to
the loans to be made after such Competitive Bids are accepted, (A) would not
exceed the Competitive Bid Loan Limit, and (B) together with all Revolving
Credit Exposure outstanding at such time would not exceed the Aggregate
Revolving Commitment Amount.

            (e) The Borrower shall promptly notify by telecopy each Lender that
made a Competitive Bid (with a copy to the Agent) whether its Competitive Bid
was accepted (and if so, the amount and the duration of the Interest Period or
Periods so accepted), and shall promptly notify the Administrative Agent of the
amounts of the Competitive Bids accepted, not later than 1:30 p.m. (Atlanta,
Georgia time) on the date of the proposed Competitive Bid Borrowing

            (f) Upon receipt of notice from the Borrower described in clause (e)
above, each successful bidding Lender will thereupon become bound, subject to
the terms and conditions hereof, to make the Competitive Bid Loan in respect of
which its Competitive Bid was accepted. Each such Lender shall, not later than
2:30 p.m. (Atlanta, Georgia time) on the date specified for the making of such
Competitive Bid Loan, make the amount of such Loan available to the Borrower in
immediately available funds in U.S. Dollars at the account specified by the
Borrower.

            Section 2.8. Funding of Borrowings.


                                       26
<PAGE>

            (a) Each Lender will make available each Loan to be made by it
hereunder on the proposed date thereof by wire transfer in immediately available
funds in U.S. Dollars by 11:00 a.m. (Atlanta, Georgia time) to the
Administrative Agent at the Payment Office; provided, that the Swingline Loans
will be made as set forth in Section 2.6. The Administrative Agent will make
such Loans available to the Borrower by promptly crediting the amounts that it
receives, in like funds by the close of business on such proposed date, to an
account maintained by the Borrower with the Administrative Agent or at the
Borrower's option, by effecting a wire transfer of such amounts to an account
designated by the Borrower to the Administrative Agent.

            (b) Unless the Administrative Agent shall have been notified by any
Lender prior to 5:00 p.m. (Atlanta, Georgia time) one (1) Business Day prior to
the date of a Borrowing in which such Lender is to participate that such Lender
will not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such date, and the
Administrative Agent, in reliance on such assumption, may make available to the
Borrower on such date a corresponding amount. If such corresponding amount is
not in fact made available to the Administrative Agent by such Lender on the
date of such Borrowing, the Administrative Agent shall be entitled to recover
such corresponding amount on demand from such Lender together with interest at
the Federal Funds Rate until the second Business Day after such demand and
thereafter at the Base Rate. If such Lender does not pay such corresponding
amount forthwith upon the Administrative Agent's demand therefor, the
Administrative Agent shall promptly notify the Borrower, and the Borrower shall
immediately pay such corresponding amount to the Administrative Agent together
with interest at the rate specified for such Borrowing. Nothing in this
subsection shall be deemed to relieve any Lender from its obligation to fund its
Pro Rata Share of any Borrowing hereunder or to prejudice any rights which the
Borrower may have against any Lender as a result of any default by such Lender
hereunder.

            (c) All Revolving Borrowings shall be made by the Lenders on the
basis of their respective Pro Rata Shares. All Competitive Bid Borrowings shall
be made severally by the Lenders whose Competitive Bids were accepted by the
Borrower. No Lender shall be responsible for any default by any other Lender in
its obligations hereunder, and each Lender shall be obligated to make its
Revolving Loans provided to be made by it hereunder, regardless of the failure
of any other Lender to make its Loans hereunder.

            Section 2.9. Interest Elections.

            (a) Each Borrowing initially shall be of the Type specified in the
applicable Notice of Borrowing, and in the case of a Eurodollar Borrowing, shall
have an initial Interest Period as specified in such Notice of Borrowing.
Thereafter, the Borrower may elect to convert such Borrowing into a different
Type or to continue such Borrowing, and in the case of a Eurodollar Borrowing,
may elect Interest Periods therefor, all as provided in this Section. The
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate Borrowing. This
Section shall NOT apply to Competitive Bid Borrowings or Swingline Loans, which
may not be converted or continued.


                                       27
<PAGE>

            (b) To make an election pursuant to this Section, the Borrower shall
give the Administrative Agent prior written notice (or telephonic notice
promptly confirmed in writing) of each Borrowing substantially in the form of
Exhibit 2.9 attached hereto (a "Notice of Conversion/Continuation") that is to
be converted or continued, as the case may be, (x) prior to 11:00 a.m. (Atlanta,
Georgia time) one (1) Business Day prior to the requested date of a conversion
into a Base Rate Borrowing and (y) prior to 11:00 a.m. (Atlanta, Georgia time)
three (3) Business Days prior to a continuation of or conversion into a
Eurodollar Borrowing. Each such Notice of Conversion/Continuation shall be
irrevocable and shall specify (i) the Borrowing to which such Notice of
Continuation/Conversion applies and if different options are being elected with
respect to different portions thereof, the portions thereof that are to be
allocated to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) shall be specified for each
resulting Borrowing); (ii) the effective date of the election made pursuant to
such Notice of Continuation/Conversion, which shall be a Business Day, (iii)
whether the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar
Borrowing; and (iv) if the resulting Borrowing is to be a Eurodollar Borrowing,
the Interest Period applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of "Interest Period". If
any such Notice of Continuation/Conversion requests a Eurodollar Borrowing but
does not specify an Interest Period, the Borrower shall be deemed to have
selected an Interest Period of one month. The principal amount of any resulting
Borrowing shall satisfy the minimum borrowing amount for Eurodollar Borrowings
and Base Rate Borrowings set forth in Section 2.3.

            (c) If, on the expiration of any Interest Period in respect of any
Eurodollar Borrowing, the Borrower shall have failed to deliver a Notice of
Conversion/ Continuation, then, unless such Borrowing is repaid as provided
herein, the Borrower shall be deemed to have elected to convert such Borrowing
to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a
Eurodollar Borrowing if a Default or an Event of Default exists, unless the
Administrative Agent and each of the Lenders shall have otherwise consented in
writing. No conversion of any Eurodollar Loans shall be permitted except on the
last day of the Interest Period in respect thereof.

            (d) Upon receipt of any Notice of Conversion/Continuation, the
Administrative Agent shall promptly notify each Lender of the details thereof
and of such Lender's portion of each resulting Borrowing.

            Section 2.10. Optional Reduction and Termination of Commitments.

            (a) Unless previously terminated, all Revolving Commitments
(including the LC Commitment and the Swingline Commitment) shall terminate on
the Revolving Commitment Termination Date.

            (b) Upon at least three (3) Business Days' prior written notice (or
telephonic notice promptly confirmed in writing) to the Administrative Agent
(which notice shall be irrevocable), the Borrower may reduce the Aggregate
Revolving Commitments in part or terminate the Aggregate Revolving Commitments
in whole; provided, that (i) any partial reduction shall apply to reduce
proportionately and permanently the Revolving Commitment of each Lender, (ii)
any partial reduction pursuant to this Section 2.10 shall be in an amount of at


                                       28
<PAGE>

least $5,000,000 and any larger multiple of $1,000,000, and (iii) no such
reduction shall be permitted which would reduce the Aggregate Revolving
Commitment Amount to an amount less than the outstanding Revolving Credit
Exposures of all Lenders plus the outstanding principal amount of all
Competitive Bid Loans. Any such reduction in the Aggregate Revolving Commitment
Amount below the aggregate principal amount of the Swingline Commitment and the
LC Commitment shall result in a reduction (rounded to the next lowest integral
multiple of $100,000) in the Swingline Commitment and the LC Commitment,
proportionate to the unused portion of each such Commitment.

            Section 2.11. Repayment of Loans.

            (a) The outstanding principal amount of all Revolving Loans shall be
due and payable (together with accrued and unpaid interest thereon) on the
Revolving Commitment Termination Date.

            (b) The principal amount of each Competitive Bid Borrowing shall be
due and payable (together with accrued and unpaid interest thereon) on the
earlier of (i) the last day of the Interest Period applicable to such Borrowing
and (ii) the Revolving Commitment Termination Date.

            (c) The principal amount of each Swingline Loan shall be due and
payable (together with accrued interest thereon) on the earlier of (i) the last
day of the interest period applicable to such Borrowing and (ii) the Revolving
Commitment Termination Date.

            Section 2.12. Evidence of Indebtedness. (a) Each Lender shall
maintain in accordance with its usual practice appropriate records evidencing
the indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender from time to time, including the amounts of principal and interest
payable thereon and paid to such Lender from time to time under this Agreement.
The Administrative Agent shall maintain appropriate records in which shall be
recorded (i) the Revolving Commitment of each Lender, (ii) the amount of each
Loan made hereunder by each Lender, the Class and Type thereof and the Interest
Period applicable thereto, (iii) the date of each continuation thereof pursuant
to Section 2.9, (iv) the date of each conversion of all or a portion thereof to
another Type pursuant to Section 2.9, (v) the date and amount of any principal
or interest due and payable or to become due and payable from the Borrower to
each Lender hereunder in respect of such Loans and (vi) both the date and amount
of any sum received by the Administrative Agent hereunder from the Borrower in
respect of the Loans and each Lender's Pro Rata Share thereof. The entries made
in such records shall be prima facie evidence of the existence and amounts of
the obligations of the Borrower therein recorded; provided, that the failure or
delay of any Lender or the Administrative Agent in maintaining or making entries
into any such record or any error therein shall not in any manner affect the
obligation of the Borrower to repay the Loans (both principal and unpaid accrued
interest) of such Lender in accordance with the terms of this Agreement.

            (b) At the request of any Lender (including the Swingline Lender) at
any time, the Borrower agrees that it will execute and deliver to such Lender a
Revolving Credit Note, and/or a Competitive Bid Note and, in the case of the
Swingline Lender only, a Swingline Note, payable to the order of such Lender.


                                       29
<PAGE>

            Section 2.13. Optional Prepayments.

            (a) The Borrower shall have the right at any time and from time to
time to prepay any Borrowing, in whole or in part, without premium or penalty,
by giving irrevocable written notice (or telephonic notice promptly confirmed in
writing) to the Administrative Agent no later than (i) in the case of prepayment
of any Eurodollar Borrowing, 11:00 a.m. (Atlanta, Georgia time) not less than
three (3) Business Days prior to any such prepayment, (ii) in the case of any
prepayment of any Base Rate Borrowing, not less than one Business Day prior to
the date of such prepayment, and (iii) in the case of Swingline Loans, prior to
11:00 a. m. on the date of such prepayment. Each such notice shall be
irrevocable and shall specify the proposed date of such prepayment and the
principal amount of each Borrowing or portion thereof to be prepaid. Upon
receipt of any such notice, the Administrative Agent shall promptly notify each
affected Lender of the contents thereof and of such Lender's Pro Rata Share of
any such prepayment. If such notice is given, the aggregate amount specified in
such notice shall be due and payable on the date designated in such notice,
together with accrued interest to such date on the amount so prepaid in
accordance with Section 2.14(e); provided, that if a Eurodollar Borrowing is
prepaid on a date other than the last day of an Interest Period applicable
thereto, the Borrower shall also pay all amounts required pursuant to Section
2.20. Each partial prepayment of any Loan (other than a Swingline Loan) shall be
in an amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline
Loan pursuant to Section 2.6. Each prepayment of a Borrowing shall be applied
ratably to the Loans comprising such Borrowing.

            (b) The Borrower may not prepay any Competitive Bid Loan except with
the prior written consent of the affected Lender.

            Section 2.14. Interest on Loans.

            (a) The Borrower shall pay interest on each Base Rate Loan at the
Base Rate in effect from time to time and on each Eurodollar Loan at the
Adjusted LIBO Rate for the applicable Interest Period in effect for such Loan,
plus, in the case of a Eurodollar Loan, the Applicable Margin in effect from
time to time.

            (b) The Borrower shall pay interest on each Competitive Bid
Eurodollar Loan at the Competitive Bid Rate quoted by the Lender making such
Loan pursuant to Section 2.7(c) and accepted by the Borrower pursuant to Section
2.7(d).

            (c) The Borrower shall pay interest on each Swingline Loan at the
Swingline Rate in effect from time to time.

            (d) Notwithstanding clause (a) and (b) above, while an Event of
Default exists or after acceleration, at the option of the Required Lenders, the
Borrower shall pay interest ("Default Interest") with respect to all Eurodollar
Loans and Competitive Bid Loans at the rate otherwise applicable for the
then-current Interest Period plus an additional 2% per annum until the last day
of such Interest Period, and thereafter, and with respect to all Base Rate Loans
(including all Swingline Loans) and all other Obligations hereunder (other than
Loans and LC Exposure), at an all-in rate in effect for Base Rate Loans, plus an
additional 2% per annum.


                                       30
<PAGE>

            (e) Interest on the principal amount of all Loans shall accrue from
and including the date such Loans are made to but excluding the date of any
repayment thereof. Interest on all outstanding Base Rate Loans shall be payable
quarterly in arrears on the last day of each Fiscal Quarter and on the Revolving
Commitment Termination Date, as the case may be. Interest on all outstanding
Eurodollar Loans shall be payable on the last day of each Interest Period
applicable thereto, and, in the case of any Eurodollar Loans having an Interest
Period in excess of three months or 90 days, respectively, on each day which
occurs every three months or 90 days, as the case may be, after the initial date
of such Interest Period, and on the Revolving Commitment Termination Date.
Interest on each Swingline Loan shall be payable on the maturity date of such
Loan, which shall be the last day of the Interest Period applicable thereto, and
on the Revolving Commitment Termination Date. Interest on any Loan which is
converted into a Loan of another Type or which is repaid or prepaid shall be
payable on the date of such conversion or on the date of any such repayment or
prepayment (on the amount repaid or prepaid) thereof. All Default Interest shall
be payable on demand.

            (f) The Administrative Agent shall determine each interest rate
applicable to the Loans hereunder and shall promptly notify the Borrower and the
Lenders of such rate in writing (or by telephone, promptly confirmed in
writing). Any such determination shall be conclusive and binding for all
purposes, absent manifest error.

            Section 2.15. Fees.

            (a) The Borrower shall pay to the Administrative Agent for its own
account fees in the amounts and at the times previously agreed upon in writing
by the Borrower and the Administrative Agent.

            (b) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a commitment fee, which shall accrue at the Applicable
Percentage per annum (determined daily in accordance with Schedule I) on the
daily amount of the unused Revolving Commitment of such Lender during the
Availability Period. For purposes of computing commitment fees with respect to
the Revolving Commitments, the Revolving Commitment of each Lender shall be
deemed used to the extent of the outstanding Revolving Loans and LC Exposure,
but not Swingline Exposure or Competitive Bid Loans, of such Lender.

            (c) The Borrower agrees to pay (i) to the Administrative Agent, for
the account of each Lender, a letter of credit fee with respect to its
participation in each Letter of Credit, which shall accrue at a rate per annum
equal to the Applicable Margin for Eurodollar Loans then in effect on the
average daily amount of such Lender's LC Exposure attributable to each Letter of
Credit during the period from and including the date of issuance of such Letter
of Credit to but excluding the date on which such Letter of Credit expires or is
drawn in full (including without limitation any LC Exposure that remains
outstanding after the Revolving Commitment Termination Date) and (ii) to the
Issuing Bank for its own account a fronting fee, which shall accrue at the rate
of 0.125% per annum on the average daily amount of the LC Exposure during the
Availability Period (or until the date that such Letter of Credit is irrevocably
cancelled, whichever is later), as well as the Issuing Bank's standard fees with
respect to issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. Notwithstanding the foregoing, if the
Required Lenders elect to increase interest on


                                       31
<PAGE>

the Loans to the Default Interest pursuant to Section 2.14(d), the letter of
credit fees payable pursuant to clause (i) above shall automatically be
increased by an additional 2% per annum.

            (d) The Borrower shall pay to the Administrative Agent, for the
ratable benefit of each Lender, the upfront fee previously agreed upon by the
Borrower and the Administrative Agent, which shall be due and payable on the
Closing Date.

            (e) Accrued fees (other than the upfront fee referenced in paragraph
(d)) shall be payable quarterly in arrears on the last day of each Fiscal
Quarter, commencing on May 2, 2003 and on the Revolving Commitment Termination
Date (and if later, the date the Loans and LC Exposure shall be repaid in their
entirety; provided further, that any such fees accruing after the Revolving
Commitment Termination Date shall be payable on demand.

            Section 2.16. Computation of Interest and Fees.

            All computations of interest and fees hereunder shall be made on the
basis of a year of 360 days for the actual number of days (including the first
day but excluding the last day) occurring in the period for which such interest
or fees are payable (to the extent computed on the basis of days elapsed). Each
determination by the Administrative Agent of an interest amount or fee hereunder
shall be made in good faith and, except for manifest error, shall be final,
conclusive and binding for all purposes.

            Section 2.17. Inability to Determine Interest Rates. If prior to the
commencement of any Interest Period for any Eurodollar Borrowing,

            (i) the Administrative Agent shall have determined (which
      determination shall be conclusive and binding upon the Borrower) that, by
      reason of circumstances affecting the relevant interbank market, adequate
      means do not exist for ascertaining LIBOR for such Interest Period, or

            (ii) the Administrative Agent shall have received notice from the
      Required Lenders that the Adjusted LIBO Rate does not adequately and
      fairly reflect the cost to such Lenders (or Lender, as the case may be) of
      making, funding or maintaining their (or its, as the case may be)
      Eurodollar Loans for such Interest Period,

the Administrative Agent shall give written notice (or telephonic notice,
promptly confirmed in writing) to the Borrower and to the Lenders as soon as
practicable thereafter. Until the Administrative Agent shall notify the Borrower
and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) the obligations of the Lenders to make Eurodollar Revolving Loans or
to continue or convert outstanding Loans as or into Eurodollar Loans shall be
suspended and (ii) all such affected Loans shall be converted into Base Rate
Loans on the last day of the then current Interest Period applicable thereto
unless the Borrower prepays such Loans in accordance with this Agreement. Unless
the Borrower notifies the Administrative Agent at least one Business Day before
the date of any Eurodollar Revolving Borrowing for which a Notice of Revolving
Borrowing has previously been given that it elects not to borrow on such date,
then such Revolving Borrowing shall be made as a Base Rate Borrowing.


                                       32
<PAGE>

            Section 2.18. Illegality. If any Change in Law shall make it
unlawful or impossible for any Lender to make, maintain or fund any Eurodollar
Loan and such Lender shall so notify the Administrative Agent, the
Administrative Agent shall promptly give notice thereof to the Borrower and the
other Lenders, whereupon until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such suspension no longer
exist, the obligation of such Lender to make Eurodollar Revolving Loans, or to
continue or convert outstanding Loans as or into Eurodollar Loans, shall be
suspended. In the case of the making of a Eurodollar Revolving Borrowing, such
Lender's Revolving Loan shall be made as a Base Rate Loan as part of the same
Revolving Borrowing for the same Interest Period and if the affected Eurodollar
Loan is then outstanding, such Loan shall be converted to a Base Rate Loan
either (i) on the last day of the then current Interest Period applicable to
such Eurodollar Loan if such Lender may lawfully continue to maintain such Loan
to such date or (ii) immediately if such Lender shall determine that it may not
lawfully continue to maintain such Eurodollar Loan to such date. Notwithstanding
the foregoing, the affected Lender shall, prior to giving such notice to the
Administrative Agent, designate a different Applicable Lending Office if such
designation would avoid the need for giving such notice and if such designation
would not otherwise be disadvantageous to such Lender in the good faith exercise
of its discretion.

            Section 2.19. Increased Costs.

            (a) If any Change in Law shall:

            (i) impose, modify or deem applicable any reserve, special deposit
      or similar requirement that is not otherwise included in the determination
      of the Adjusted LIBO Rate hereunder against assets of, deposits with or
      for the account of, or credit extended by, any Lender (except any such
      reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing
      Bank; or

            (ii) impose on any Lender or on the Issuing Bank or the eurodollar
      interbank market any other condition affecting this Agreement or any
      Eurodollar Loans made by such Lender or any Letter of Credit or any
      participation therein; and the result of either of the foregoing is to
      increase the cost to such Lender of making, converting into, continuing or
      maintaining a Eurodollar Loan or to increase the cost to such Lender or
      the Issuing Bank of participating in or issuing any Letter of Credit or to
      reduce the amount received or receivable by such Lender or the Issuing
      Bank hereunder (whether of principal, interest or any other amount), then
      the Borrower shall promptly pay, upon written notice from and demand by
      such Lender on the Borrower (with a copy of such notice and demand to the
      Administrative Agent), to the Administrative Agent for the account of such
      Lender, within five Business Days after the date of such notice and
      demand, additional amount or amounts sufficient to compensate such Lender
      or the Issuing Bank, as the case may be, for such additional costs
      incurred or reduction suffered.

            (b) If any Lender or the Issuing Bank shall have determined that on
or after the date of this Agreement any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's or the Issuing Bank's capital (or on the capital of such Lender's or
the Issuing Bank's parent corporation) as a consequence of its obligations
hereunder or under or in respect of any Letter of Credit to a level below that
which


                                       33
<PAGE>

such Lender or the Issuing Bank or such Lender's or the Issuing Bank's parent
corporation could have achieved but for such Change in Law (taking into
consideration such Lender's or the Issuing Bank's policies or the policies of
such Lender's or the Issuing Bank's parent corporation with respect to capital
adequacy) then, from time to time, within five (5) Business Days after receipt
by the Borrower of written demand by such Lender (with a copy thereof to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender or the Issuing Bank or such Lender's or
the Issuing Bank's parent corporation for any such reduction suffered.

            (c) A certificate of a Lender or the Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or the Issuing Bank or
such Lender's or the Issuing Bank's parent corporation, as the case may be,
specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower (with a copy to the Administrative Agent) and shall be conclusive,
absent manifest error. The Borrower shall pay any such Lender or the Issuing
Bank, as the case may be, such amount or amounts within 10 days after receipt
thereof.

            (d) Failure or delay on the part of any Lender or the Issuing Bank
to demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation.

            Section 2.20. Funding Indemnity. In the event of (a) the payment of
any principal of a Eurodollar Loan or a Competitive Bid Loan other than on the
last day of the Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion or continuation of a Eurodollar Loan other
than on the last day of the Interest Period applicable thereto, or (c) the
failure by the Borrower to borrow, prepay, convert or continue any Eurodollar
Loan on the date specified in any applicable notice (regardless of whether such
notice is withdrawn or revoked), unless such failure is a result of a Lender
failing to make a Eurodollar Borrowing to Borrower, then, in any such event, the
Borrower shall compensate each Lender, within five (5) Business Days after
written demand from such Lender, for any loss, cost or expense attributable to
such event. In the case of a Eurodollar Loan, such loss, cost or expense shall
be deemed to include an amount determined by such Lender to be the excess, if
any, of (A) the amount of interest that would have accrued on the principal
amount of such Eurodollar Loan if such event had not occurred at the Adjusted
LIBO Rate applicable to such Eurodollar Loan for the period from the date of
such event to the last day of the then current Interest Period therefor (or in
the case of a failure to borrow, convert or continue, for the period that would
have been the Interest Period for such Eurodollar Loan) over (B) the amount of
interest that would accrue on the principal amount of such Eurodollar Loan for
the same period if the Adjusted LIBO Rate were set on the date such Eurodollar
Loan was prepaid or converted or the date on which the Borrower failed to
borrow, convert or continue such Eurodollar Loan. In the case of a Competitive
Bid Loan, such compensation shall include the amount of such losses, costs or
expenses as the Lender that made such Competitive Bid Loan may reasonably incur
by reason of such prepayment or failure to borrower, including any such losses,
costs or expenses incurred in obtaining, liquidating or employing deposits from
third parties. A certificate as to any additional amount payable under this
Section 2.20 submitted to the Borrower by any Lender (with a copy to the
Administrative Agent) shall be conclusive, absent manifest error.


                                       34
<PAGE>

            Section 2.21. Taxes.

            (a) Any and all payments by or on account of any obligation of the
Borrower hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided, that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent, any Lender or the Issuing Bank (as
the case may be) shall receive an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions
and (iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

            (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (c) The Borrower shall indemnify the Administrative Agent, each
Lender and the Issuing Bank, within five (5) Business Days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by
the Administrative Agent, such Lender or the Issuing Bank, as the case may be,
on or with respect to any payment by or on account of any obligation of the
Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its
own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
absent manifest error.

            (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

            (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the Code or any treaty to which the United
States is a party, with respect to payments under this Agreement shall deliver
to the Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by the Borrower as will
permit such payments to be made without withholding or at a reduced rate.
Without limiting the generality of the foregoing, each Foreign Lender agrees
that it will deliver to the Administrative Agent and the Borrower (or in the
case of a Participant, to the Lender from which the related participation shall
have been purchased), as appropriate, two (2) duly completed copies of (i)
Internal Revenue Service Form W-8 ECI, or any successor form thereto, certifying
that the payments received from the Borrower hereunder are effectively connected
with such Foreign Lender's conduct of a trade or business in the United States;
or (ii) Internal Revenue Service Form W-8 BEN, or any successor form thereto,
certifying that such Foreign Lender is entitled to benefits under an income tax
treaty to which the United States is a party


                                       35
<PAGE>

which reduces the rate of withholding tax on payments of interest; or (iii)
Internal Revenue Service Form W-8 BEN, or any successor form prescribed by the
Internal Revenue Service, together with a certificate (A) establishing that the
payment to the Foreign Lender qualifies as "portfolio interest" exempt from U.S.
withholding tax under Code section 871(h) or 881(c), and (B) stating that (1)
the Foreign Lender is not a bank for purposes of Code section 881(c)(3)(A), or
the obligation of the Borrower hereunder is not, with respect to such Foreign
Lender, a loan agreement entered into in the ordinary course of its trade or
business, within the meaning of that section; (2) the Foreign Lender is not a
10% shareholder of the Borrower within the meaning of Code section 871(h)(3) or
881(c)(3)(B); and (3) the Foreign Lender is not a controlled foreign corporation
that is related to the Borrower within the meaning of Code section 881(c)(3)(C);
or (iv) such other Internal Revenue Service forms as may be applicable to the
Foreign Lender, including Forms W-8 IMY or W-8 EXP. Each such Foreign Lender
shall deliver to the Borrower and the Administrative Agent such forms on or
before the date that it becomes a party to this Agreement (or in the case of a
Participant, on or before the date such Participant purchases the related
participation). In addition, each such Foreign Lender shall deliver such forms
promptly upon the obsolescence or invalidity of any form previously delivered by
such Foreign Lender. Each such Foreign Lender shall promptly notify the Borrower
and the Administrative Agent at any time that it determines that it is no longer
in a position to provide any previously delivered certificate to the Borrower
(or any other form of certification adopted by the Internal Revenue Service for
such purpose).

            Section 2.22. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs.

            (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.19, 2.20 or 2.21, or
otherwise) prior to 2:00 p.m. (Atlanta, Georgia time), on the date when due, in
immediately available funds, free and clear of any defenses, rights of set-off,
counterclaim, or withholding or deduction of taxes. Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent at the Payment Office, except payments to be made directly
to the Issuing Bank or Swingline Lender as expressly provided herein and except
that payments pursuant to Sections 2.19, 2.20 and 2.21 and 10.3 shall be made
directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person
to the appropriate recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be made payable for the period
of such extension. All payments hereunder shall be made in Dollars.

            (b) If at any time insufficient funds are received by and available
to the Administrative Agent to pay fully all amounts of principal, unreimbursed
LC Disbursements, interest and fees then due hereunder, such funds shall be
applied (i) first, towards payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, towards payment of
principal and unreimbursed LC Disbursements then due hereunder, ratably among
the parties


                                       36
<PAGE>

entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

            (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans or participations in LC Disbursements or
Swingline Loans that would result in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans and participations in
LC Disbursements and Swingline Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion (each a "Purchasing Lender") shall purchase (for cash at face value)
participations in the Revolving Loans and participations in LC Disbursements and
Swingline Loans of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans and participations in LC Disbursements and Swingline Loans;
provided, that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered or the Purchasing Lender
is otherwise required to return or restore any such payment, such participations
shall be rescinded and each other Lender shall, promptly after request from the
Administrative Agent or the Purchasing Lender, return to the Purchasing Lender
the purchase price for such participation to the extent of such recovery or the
amount otherwise returned or restored by the Purchasing Lender, without
interest, and (ii) the provisions of this paragraph shall not be construed to
apply to any payment made by the Borrower pursuant to and in accordance with the
express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans or participations in LC Disbursements or Swingline Loans to any assignee
or participant, other than to the Borrower or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

            (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as the case may be, the amount or amounts due. In such event, if the Borrower
has not in fact made such payment, then each of the Lenders or the Issuing Bank,
as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation.

            (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.6(b), 2.23(c) or (d), 2.8(b) or 10.3(d), then the
Administrative Agent may,


                                       37
<PAGE>

in its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.

            Section 2.23. Letters of Credit.

            (a) During the Availability Period, the Issuing Bank, in reliance
upon the agreements of the other Lenders pursuant to Section 2.23(d), agrees to
issue, at the request of the Borrower, Letters of Credit for the account of the
Borrower on the terms and conditions hereinafter set forth; provided, that (i)
each Letter of Credit shall expire on the earlier of (A) the date one year after
the date of issuance of such Letter of Credit (or in the case of any renewal or
extension thereof, one year after such renewal or extension) and (B) the date
that is five (5) Business Days prior to the Revolving Commitment Termination
Date, (ii) each Letter of Credit shall be in a stated amount of at least
$100,000; and (iii) the Borrower may not request any Letter of Credit, if, after
giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC
Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders would
exceed the Aggregate Revolving Commitment Amount. Upon the issuance of each
Letter of Credit each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the Issuing Bank without recourse a
participation in such Letter of Credit equal to such Lender's Pro Rata Share of
the aggregate amount available to be drawn under such Letter of Credit. Each
issuance of a Letter of Credit shall be deemed to utilize the Revolving
Commitment of each Lender by an amount equal to the amount of such
participation.

            (b) To request the issuance of a Letter of Credit (or any amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
give the Issuing Bank and the Administrative Agent irrevocable written notice at
least three (3) Business Days prior to the requested date of such issuance
specifying the date (which shall be a Business Day) such Letter of Credit is to
be issued (or amended, extended or renewed, as the case may be), the expiration
date of such Letter of Credit, the amount of such Letter of Credit , the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. In addition
to the satisfaction of the conditions in Article III, the issuance of such
Letter of Credit (or any amendment which increases the amount of such Letter of
Credit) will be subject to the further conditions that such Letter of Credit
shall be in such form and contain such terms as the Issuing Bank shall approve
and that the Borrower shall have executed and delivered any additional
applications, agreements and instruments relating to such Letter of Credit as
the Issuing Bank shall reasonably require; provided, that in the event of any
conflict between such applications, agreements or instruments and this
Agreement, the terms of this Agreement shall control.

            (c) At least two Business Days prior to the issuance of any Letter
of Credit, the Issuing Bank will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received such notice
and if not, the Issuing Bank will provide the Administrative Agent with a copy
thereof. Unless the Issuing Bank has received notice from the Administrative
Agent on or before the Business Day immediately preceding the date the Issuing
Bank is to issue the requested Letter of Credit (1) directing the Issuing Bank
not to issue the Letter of Credit because such issuance is not then permitted
hereunder because of the limitations set forth in Section 2.23(a) or that one or
more conditions specified in Article III are not then


                                       38
<PAGE>

satisfied, then, subject to the terms and conditions hereof, the Issuing Bank
shall, on the requested date, issue such Letter of Credit in accordance with the
Issuing Bank's usual and customary business practices.

            (d) The Issuing Bank shall examine all documents purporting to
represent a demand for payment under a Letter of Credit promptly following its
receipt thereof. The Issuing Bank shall notify the Borrower and the
Administrative Agent of such demand for payment and whether the Issuing Bank has
made or will make a LC Disbursement thereunder; provided, that any failure to
give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse the Issuing Bank and the Lenders with respect to such LC
Disbursement. The Borrower shall be irrevocably and unconditionally obligated to
reimburse the Issuing Bank for any LC Disbursements paid by the Issuing Bank in
respect of such drawing, without presentment, demand or other formalities of any
kind. Unless the Borrower shall have notified the Issuing Bank and the
Administrative Agent prior to 11:00 a.m. (Atlanta, Georgia time) on the Business
Day immediately prior to the date on which such drawing is honored that the
Borrower intends to reimburse the Issuing Bank for the amount of such drawing in
funds other than from the proceeds of Revolving Loans, the Borrower shall be
deemed to have timely given a Notice of Revolving Borrowing to the
Administrative Agent requesting the Lenders to make a Base Rate Borrowing on the
date on which such drawing is honored in an exact amount due to the Issuing
Bank; provided, that for purposes solely of such Borrowing, the conditions
precedents set forth in Section 3.2 hereof shall not be applicable. The
Administrative Agent shall notify the Lenders of such Borrowing in accordance
with Section 2.3, and each Lender shall make the proceeds of its Base Rate Loan
included in such Borrowing available to the Administrative Agent for the account
of the Issuing Bank in accordance with Section 2.8. The proceeds of such
Borrowing shall be applied directly by the Administrative Agent to reimburse the
Issuing Bank for such LC Disbursement.

            (e) If for any reason a Base Rate Borrowing may not be (as
determined in the sole discretion of the Administrative Agent), or is not, made
in accordance with the foregoing provisions, then each Lender (other than the
Issuing Bank) shall be obligated to fund the participation that such Lender
purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of
such LC Disbursement on and as of the date which such Base Rate Borrowing should
have occurred. Each Lender's obligation to fund its participation shall be
absolute and unconditional and shall not be affected by any circumstance,
including without limitation (i) any setoff, counterclaim, recoupment, defense
or other right that such Lender or any other Person may have against the Issuing
Bank or any other Person for any reason whatsoever, (ii) the existence of a
Default or an Event of Default or the termination of the Aggregate Revolving
Commitments, (iii) any adverse change in the condition (financial or otherwise)
of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by
the Borrower or any other Lender, (v) any amendment, renewal or extension of any
Letter of Credit or (vi) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing. On the date that such
participation is required to be funded, each Lender shall promptly transfer, in
immediately available funds, the amount of its participation to the
Administrative Agent for the account of the Issuing Bank. Whenever, at any time
after the Issuing Bank has received from any such Lender the funds for its
participation in a LC Disbursement, the Issuing Bank (or the Administrative
Agent on its behalf) receives any payment on account thereof, the Administrative
Agent or the Issuing Bank, as the case may be, will distribute to such Lender
its Pro Rata Share


                                       39
<PAGE>

of such payment; provided, that if such payment is required to be returned for
any reason to the Borrower or to a trustee, receiver, liquidator, custodian or
similar official in any bankruptcy proceeding, such Lender will return to the
Administrative Agent or the Issuing Bank any portion thereof previously
distributed by the Administrative Agent or the Issuing Bank to it.

            (f) To the extent that any Lender shall fail to pay any amount
required to be paid pursuant to paragraph (d) of this Section 2.24 on the due
date therefor, such Lender shall pay interest to the Issuing Bank (through the
Administrative Agent) on such amount from such due date to the date such payment
is made at a rate per annum equal to the Federal Funds Rate; provided, that if
such Lender shall fail to make such payment to the Issuing Bank within three (3)
Business Days of such due date, then, retroactively to the due date, such Lender
shall be obligated to pay interest on such amount at the Default Rate.

            (g) If any Event of Default shall occur and be continuing, on the
Business Day that the Borrower receives notice from the Administrative Agent or
the Required Lenders demanding the deposit of cash collateral pursuant to this
paragraph, the Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Issuing Bank and the Lenders, an amount in cash equal to the LC Exposure as of
such date plus any accrued and unpaid fees thereon; provided, that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
notice of any kind, upon the occurrence of any Event of Default with respect to
the Borrower described in clause (g) or (h) of Section 8.1. Such deposit shall
be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Borrower agrees to execute any
documents and/or certificates to effectuate the intent of this paragraph. Such
deposits shall not bear interest. Interest and profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by the Administrative Agent to reimburse the Issuing Bank for LC
Disbursements for which it had not been reimbursed and to the extent so applied,
shall be held for the satisfaction of the reimbursement obligations of the
Borrower for the LC Exposure at such time or, if the maturity of the Loans has
been accelerated, with the consent of the Required Lenders, be applied to
satisfy other obligations of the Borrower under this Agreement and the other
Loan Documents. If the Borrower is required to provide an amount of cash
collateral hereunder as a result of the occurrence of an Event of Default, such
amount (to the extent not so applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured
or waived.

            (h) Promptly following the end of each Fiscal Quarter, the Issuing
Bank shall deliver (through the Administrative Agent) to each Lender and the
Borrower a report describing the aggregate Letters of Credit outstanding at the
end of such Fiscal Quarter. Upon the request of any Lender from time to time,
the Issuing Bank shall deliver to such Lender any other information reasonably
requested by such Lender with respect to each Letter of Credit then outstanding.

            (i) The Borrower's obligation to reimburse LC Disbursements
hereunder shall be absolute, unconditional and irrevocable and shall be
performed strictly in accordance


                                       40
<PAGE>

with the terms of this Agreement under all circumstances whatsoever and
irrespective of any of the following circumstances:

            (i) Any lack of validity or enforceability of any Letter of Credit
      or this Agreement;

            (ii) The existence of any claim, set-off, defense or other right
      which the Borrower or any Subsidiary or Affiliate of the Borrower may have
      at any time against a beneficiary or any transferee of any Letter of
      Credit (or any Persons or entities for whom any such beneficiary or
      transferee may be acting), any Lender (including the Issuing Bank) or any
      other Person, whether in connection with this Agreement or the Letter of
      Credit or any document related hereto or thereto or any unrelated
      transaction;

            (iii) Any draft or other document presented under a Letter of Credit
      proving to be forged, fraudulent or invalid in any respect or any
      statement therein being untrue or inaccurate in any respect;

            (iv) Payment by the Issuing Bank under a Letter of Credit against
      presentation of a draft or other document to the Issuing Bank that does
      not comply with the terms of such Letter of Credit;

            (v) Any other event or circumstance whatsoever, whether or not
      similar to any of the foregoing, that might, but for the provisions of
      this Section, constitute a legal or equitable discharge of, or provide a
      right of setoff against, the Borrower's obligations hereunder; or

            (vi) The existence of a Default or an Event of Default.

Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related
Party of any of the foregoing shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to above), or any error, omission, interruption, loss
or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank;
provided, that the foregoing shall not be construed to excuse the Issuing Bank
from liability to the Borrower to the extent of any actual direct damages (as
opposed to special, indirect (including claims for lost profits or other
consequential damages), or punitive damages, claims in respect of which are
hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Issuing Bank's failure to
exercise care when determining whether drafts or other documents presented under
a Letter of Credit comply with the terms thereof. The parties hereto expressly
agree, that in the absence of gross negligence or willful misconduct on the part
of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised care in each
such determination. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented
that appear on their face to be in substantial compliance with the terms of a
Letter of


                                       41
<PAGE>

Credit, the Issuing Bank may, in its sole discretion, either accept and make
payment upon such documents without responsibility for further investigation,
regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.

            (j) Each Letter of Credit shall be subject to the Uniform Customs
and Practices for Documentary Credits (1993 Revision), International Chamber of
Commerce Publication No. 500, as the same may be amended from time to time, and,
to the extent not inconsistent therewith, the governing law of this Agreement
set forth in Section 10.5.

            Section 2.24. Limitation on Certain Payment Obligations.

            (a) Each Lender or Administrative Agent shall make written demand on
Borrower for indemnification or compensation pursuant to Section 2.21 no later
than 90 days after the earlier of (i) the date on which such Lender or the
Administrative Agent makes payment of such Taxes, and (ii) the date on which the
relevant taxing authority or other governmental authority makes written demand
upon such Lender or the Administrative Agent for payment of such Taxes.

            (b) Each Lender or the Administrative Agent shall make written
demand on Borrower for indemnification or compensation pursuant to Section 2.20
no later than 90 days after the event giving rise to the claim for
indemnification or compensation occurs.

            (c) Each Lender or the Administrative Agent shall make written
demand on Borrower for indemnification or compensation pursuant to Section 2.19
no later than 90 days after such Lender or the Administrative Agent receives
actual notice or obtains actual knowledge of the promulgation of a law, role,
order or interpretation or occurrence of another event giving rise to a claim
pursuant to such sections.

            (d) In the event that the Lenders or the Administrative Agent fail
to give Borrower notice within the time limitations prescribed in (a) or (b)
above, Borrower shall not have any obligation to pay such claim for compensation
or indemnification. In the event that the Lender or the Administrative Agent
fail to give Borrower notice within the time limitation prescribed in (c) above,
Borrower shall not have any obligation to pay any amount with respect to claims
accruing prior to the ninetieth day preceding such written demand.

                                  ARTICLE III

               CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

            Section 3.1. Conditions To Effectiveness. The obligations of the
Lenders (including the Swingline Lender) to make Loans and the obligation of the
Issuing Bank to issue any Letter of Credit hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 10.2).


                                       42
<PAGE>

            (a) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Closing Date, including reimbursement
or payment of all out-of-pocket expenses (including reasonable fees, charges and
disbursements of counsel to the Administrative Agent) required to be reimbursed
or paid by the Borrower hereunder, under any other Loan Document and under any
agreement with the Administrative Agent or SunTrust Capital Markets, Inc., as
Arranger.

            (b) The Administrative Agent (or its counsel) shall have received
the following:

            (i) a counterpart of this Agreement signed by or on behalf of each
      party hereto or written evidence satisfactory to the Administrative Agent
      (which may include telecopy transmission of a signed signature page of
      this Agreement) that such party has signed a counterpart of this
      Agreement;

            (ii) if requested by any Lender, duly executed Revolving Credit
      and/or Competitive Bid Notes payable to such Lender and the Swingline Note
      payable to the Swingline Lender;

            (iii) the duly executed Subsidiary Guaranty Agreement and Indemnity
      and Contribution Agreement, executed by each Domestic Subsidiary and
      acknowledged by the Borrower;

            (iv) a certificate of the Secretary or Assistant Secretary of each
      Loan Party, attaching and certifying copies of its bylaws and of the
      resolutions of its boards of directors, or partnership agreement or
      limited liability company operating agreement, or comparable
      organizational documents and authorizations, authorizing the execution,
      delivery and performance of the Loan Documents to which it is a party and
      certifying the name, title and true signature of each officer of such Loan
      Party executing the Loan Documents to which it is a party;

            (v) certified copies of the articles or certificate of
      incorporation, certificate of organization or limited partnership, or
      other registered organizational documents of each Loan Party, together
      with certificates of good standing or existence, as may be available from
      the Secretary of State of the jurisdiction of organization of such Loan
      Party and each other jurisdiction where such Loan Party is required to be
      qualified to do business as a foreign corporation and a failure to be so
      qualified would have a Material Adverse Effect;

            (vi) a favorable written opinion of counsel to the Loan Parties,
      addressed to the Administrative Agent and each of the Lenders, and
      covering such matters relating to the Loan Parties, the Loan Documents and
      the transactions contemplated therein as the Administrative Agent or the
      Required Lenders shall reasonably request;

            (vii) a certificate, dated the Closing Date and signed by a
      Responsible Officer, confirming compliance with the conditions set forth
      in paragraphs (a), (b) and (c) of Section 3.2;


                                       43
<PAGE>

            (viii) a duly executed Notice of Revolving Borrowing;

            (ix) a duly executed funds disbursement agreement;

            (x) certified copies of all consents, approvals, authorizations,
      registrations and filings and orders required or advisable to be made or
      obtained under any Requirement of Law, or by any Contractual Obligation of
      each Loan Party, in connection with the execution, delivery, performance,
      validity and enforceability of the Loan Documents or any of the
      transactions contemplated thereby, and such consents, approvals,
      authorizations, registrations, filings and orders shall be in full force
      and effect and all applicable waiting periods shall have expired;

            (xi) copies of (A) the internally prepared quarterly financial
      statements of Borrower and its Subsidiaries on a consolidated basis for
      the Fiscal Quarter ending on November 1, 2002, and (B) the audited
      consolidated financial statements for Borrower and its Subsidiaries for
      the Fiscal Years ended 2000, 2001 and 2002; and

            (xii) certificates of insurance issued on behalf of insurers of the
      Borrower and all guarantors, describing in reasonable detail the types and
      amounts of insurance (property and liability) maintained by the Borrower
      and all guarantors

            Section 3.2. Each Credit Event. The obligation of each Lender to
make a Loan on the occasion of any Borrowing and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit is subject to the satisfaction of
the following conditions:

            (a) at the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default or Event of Default shall exist; and

            (b) all representations and warranties of each Loan Party set forth
in the Loan Documents shall be true and correct in all material respects on and
as of the date of such Borrowing or the date of issuance, amendment, extension
or renewal of such Letter of Credit, in each case before and after giving effect
thereto; and

            (c) since the date of the financial statements of the Borrower
described in Section 4.4, there shall have been no change which has had or could
reasonably be expected to have a Material Adverse Effect; and

            (d) the Borrower shall have delivered the required Notice of
Borrowing; and

            (e) the Administrative Agent shall have received such other
documents, certificates, information or legal opinions as the Administrative
Agent or the Required Lenders may reasonably request, all in form and substance
reasonably satisfactory to the Administrative Agent or the Required Lenders.

            Each Borrowing and each issuance, amendment, extension or renewal of
any Letter of Credit shall be deemed to constitute a representation and warranty
by the Borrower on the date thereof as to the matters specified in paragraphs
(a), (b) and (c) of this Section 3.2.


                                       44
<PAGE>

            Section 3.3. Delivery of Documents. All of the Loan Documents,
certificates, legal opinions and other documents and papers referred to in this
Article III, unless otherwise specified, shall be delivered to the
Administrative Agent for the account of each of the Lenders and, except for the
Notes, in sufficient counterparts or copies for each of the Lenders and shall be
in form and substance satisfactory in all respects to the Administrative Agent.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

            The Borrower represents and warrants to the Administrative Agent and
each Lender as follows:

            Section 4.1. Existence; Power. The Borrower and each of its
Subsidiaries (i) is duly organized, validly existing and in good standing as a
corporation, partnership or limited liability company under the laws of the
jurisdiction of its organization, (ii) has all requisite power and authority to
carry on its business as now conducted, and (iii) is duly qualified to do
business, and is in good standing, in each jurisdiction where such qualification
is required, except where a failure to be so qualified could not reasonably be
expected to result in a Material Adverse Effect.

            Section 4.2. Organizational Power; Authorization. The execution,
delivery and performance by each Loan Party of the Loan Documents to which it is
a party are within such Loan Party's organizational powers and have been duly
authorized by all necessary organizational, and if required, stockholder,
partner or member, action. This Agreement has been duly executed and delivered
by the Borrower, and constitutes, and each other Loan Document to which any Loan
Party is a party, when executed and delivered by such Loan Party, will
constitute, valid and binding obligations of the Borrower or such Loan Party (as
the case may be), enforceable against it in accordance with their respective
terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity.

            Section 4.3. Governmental Approvals; No Conflicts. The execution,
delivery and performance by the Borrower of this Agreement, and by each Loan
Party of the other Loan Documents to which it is a party (a) do not require any
consent or approval of, registration or filing with, or any action by, any
Governmental Authority, except those as have been obtained or made and are in
full force and effect, (b) will not violate any Requirements of Law applicable
to the Borrower or any of its Subsidiaries or any judgment, order or ruling of
any Governmental Authority, (c) will not violate or result in a default under
any indenture, material agreement or other material instrument binding on the
Borrower or any of its Subsidiaries or any of its assets or give rise to a right
thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries and (d) will not result in the creation or imposition of any Lien
on any asset of the Borrower or any of its Subsidiaries, except Liens (if any)
created under the Loan Documents.

            Section 4.4. Financial Statements. The Borrower has furnished to
each Lender (i) the audited consolidated balance sheet of the Borrower and its
Subsidiaries as of January 25, 2002, and the related consolidated statements of
income, shareholders' equity and cash flows for the Fiscal Year then ended
prepared by PriceWaterhouseCoopers LLP and (ii) the


                                       45
<PAGE>

unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of
November 1, 2002, and the related unaudited consolidated statements of income
and cash flows for the Fiscal Quarter and year-to-date period then ending,
certified by a Responsible Officer. Such financial statements fairly present the
consolidated financial condition of the Borrower and its Subsidiaries as of such
dates and the consolidated results of operations for such periods in conformity
with GAAP consistently applied, subject to year end audit adjustments and the
absence of footnotes in the case of the statements referred to in clause (ii).
Since January 25, 2002, there have been no changes with respect to the Borrower
and its Subsidiaries which have had or could reasonably be expected to have,
singly or in the aggregate, a Material Adverse Effect.

            Section 4.5. Litigation and Environmental Matters.

            (a) No litigation, investigation or proceeding of or before any
arbitrators or Governmental Authorities is pending against or, to the knowledge
of the Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries (i) as to which there is a reasonable possibility of an adverse
determination that could reasonably be expected to have, either individually or
in the aggregate, a Material Adverse Effect or (ii) which in any manner draws
into question the validity or enforceability of this Agreement or any other Loan
Document.

            (b) Except for the matters set forth on Schedule 4.5, neither the
Borrower nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability, in each case where the effect of the foregoing could reasonably be
expected to result in a Material Adverse Effect.

            Section 4.6. Compliance with Laws and Agreements. The Borrower and
each Subsidiary is in compliance with (a) all Requirements of Law and all
judgments, decrees and orders of any Governmental Authority and (b) all
indentures, agreements or other instruments binding upon it or its properties,
except where non-compliance, either singly or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

            Section 4.7. Investment Company Act, Etc. Neither the Borrower nor
any of its Subsidiaries is (a) an "investment company" or is "controlled" by an
"investment company", as such terms are defined in, or subject to regulation
under, the Investment Company Act of 1940, as amended, (b) a "holding company"
as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935, as amended or (c) otherwise subject to any other regulatory
scheme limiting its ability to incur debt or requiring any approval or consent
from or registration or filing with, any Governmental Authority in connection
therewith.

            Section 4.8. Taxes. The Borrower and its Subsidiaries have timely
filed or caused to be filed all Federal income tax returns and all other
material tax returns that, to the best knowledge of the executive officers of
Borrower and its Subsidiaries, are required to be filed by them, and have paid
all taxes shown to be due and payable on such returns or on any assessments made
against it or its property and all other taxes, fees or other charges imposed on
it or any of its property by any Governmental Authority, except (i) to the
extent the failure to do so would


                                       46
<PAGE>

not have a Material Adverse Effect or (ii) where the same are currently being
contested in good faith by appropriate proceedings and for which the Borrower or
such Subsidiary, as the case may be, has set aside on its books adequate
reserves in accordance with GAAP. The charges, accruals and reserves on the
books of the Borrower and its Subsidiaries in respect of such taxes are
adequate, and no tax liabilities that could be materially in excess of the
amount so provided are anticipated.

            Section 4.9. Margin Regulations. None of the proceeds of any of the
Loans or Letters of Credit will be used, directly or indirectly, for
"purchasing" or "carrying" any "margin stock" with the respective meanings of
each of such terms under Regulation U or for any purpose that violates the
provisions of Regulation U. Neither the Borrower nor its Subsidiaries is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying "margin stock."

            Section 4.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair market
value of the assets of such Plan, and the present value of all accumulated
benefit obligations of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Standards No. 87) did not, as of the date of
the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of all such underfunded Plans.

            Section 4.11. Ownership of Property.

            (a) Each of the Borrower and its Subsidiaries has good title to, or
valid leasehold interests in, all of its real and personal property material to
the operation of its business, including all such properties reflected in the
most recent audited consolidated balance sheet of the Borrower referred to in
Section 4.4 or purported to have been acquired by the Borrower or any Subsidiary
after said date (except as sold or otherwise disposed of in the ordinary course
of business), in each case free and clear of Liens, other than Liens permitted
under Section 7.2. All leases that individually or in the aggregate are material
to the business or operations of the Borrower and its Subsidiaries are valid and
subsisting and are in full force.

            (b) Each of the Borrower and its Subsidiaries owns, or is licensed,
or otherwise has the right, to use, all patents, trademarks, service marks,
trade names, copyrights, franchises, licenses and other intellectual property
material to its business, and the use thereof by the Borrower and its
Subsidiaries does not infringe in any material respect on the rights of any
other Person.

            (c) The properties of the Borrower and its Subsidiaries are insured
within terms reasonably acceptable to the Lenders, with financially sound and
reputable insurance companies which are not Affiliates of the Borrower (unless
otherwise reasonably acceptable to the Lenders), in such amounts with such
deductibles and covering such risks deemed adequate as


                                       47
<PAGE>

are customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or any applicable Subsidiary
operates.

            Section 4.12. Disclosure. The Borrower has disclosed to the Lenders
all agreements, instruments, and corporate or other restrictions to which the
Borrower or any of its Subsidiaries is subject, and all other matters known to
any of them, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. Neither the Information
Memorandum nor any of the reports (including without limitation all reports that
the Borrower is required to file with the Securities and Exchange Commission),
financial statements, certificates or other information furnished by or on
behalf of the Borrower to the Administrative Agent or any Lender in connection
with the negotiation or syndication of this Agreement or any other Loan Document
or delivered hereunder or thereunder (as modified or supplemented by any other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, taken as a
whole, in light of the circumstances under which they were made, not misleading.

            Section 4.13. Labor Relations. There are no strikes, lockouts or
other material labor disputes or grievances against the Borrower or any of its
Subsidiaries, or, to the Borrower's knowledge, threatened against or affecting
the Borrower or any of its Subsidiaries, and no significant unfair labor
practice, charges or grievances are pending against the Borrower or any of its
Subsidiaries, or to the Borrower's knowledge, threatened against any of them
before any Governmental Authority. All payments due from the Borrower or any of
its Subsidiaries pursuant to the provisions of any collective bargaining
agreement have been paid or accrued as a liability on the books of the Borrower
or any such Subsidiary, except where the failure to do so could not reasonably
be expected to have a Material Adverse Effect.

            Section 4.14. Subsidiaries. Schedule 4.14 sets forth the name of,
the ownership interest of the Borrower in, the jurisdiction of incorporation or
organization of, and the type of, each Subsidiary and identifies each Subsidiary
that is a Subsidiary Loan Party and that is a Material Subsidiary, in each case
as of the Closing Date.

            Section 4.15. Insolvency. After giving effect to the execution and
delivery of the Loan Documents, the making of the Loans under this Agreement,
neither the Borrower nor its Subsidiaries will be "insolvent," within the
meaning of such term as defined in ss. 101 of Title 11 of the United States
Code, as amended from time to time, or be unable to pay its debts generally as
such debts become due, or have an unreasonably small capital to engage in any
business or transaction, whether current or contemplated.

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

            The Borrower covenants and agrees that so long as any Lender has a
Commitment hereunder, any Letter of Credit remains outstanding or any Obligation
remains unpaid or outstanding:


                                       48
<PAGE>

            Section 5.1. Financial Statements and Other Information. The
Borrower will deliver to the Administrative Agent and each Lender:

            (a) as soon as available and in any event within 90 days after the
end of each Fiscal Year of Borrower, a copy of the annual audited report for
such Fiscal Year for the Borrower and its Subsidiaries, containing a
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of
such Fiscal Year and the related consolidated statements of income,
stockholders' equity and cash flows (together with all footnotes thereto) of the
Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case
in comparative form the figures for the previous Fiscal Year, all in reasonable
detail and reported on by PriceWaterhouseCoopers LLP or other independent public
accountants of nationally recognized standing (without a "going concern" or like
qualification, exception or explanation and without any qualification or
exception as to scope of such audit) to the effect that such financial
statements present fairly in all material respects the financial condition and
the results of operations of the Borrower and its Subsidiaries for such Fiscal
Year on a consolidated basis in accordance with GAAP and that the examination by
such accountants in connection with such consolidated financial statements has
been made in accordance with generally accepted auditing standards;

            (b) as soon as available and in any event within 60 days after the
end of each Fiscal Quarter of the Borrower, an unaudited consolidated balance
sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter
and the related unaudited consolidated statements of income and cash flows of
the Borrower and its Subsidiaries for such Fiscal Quarter and the then elapsed
portion of such Fiscal Year, setting forth in each case in comparative form the
figures for the corresponding quarter and the corresponding portion of
Borrower's previous Fiscal Year, all certified by the chief financial officer or
treasurer of the Borrower as presenting fairly in all material respects the
financial condition and results of operations of the Borrower and its
Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal
year end audit adjustments and the absence of footnotes;

            (c) concurrently with the delivery of the financial statements
referred to in clauses (a) and (b) above, (i) a Compliance Certificate signed by
the chief executive officer or the chief financial officer of the Borrower and
(ii) a written list of all Material Subsidiaries formed, acquired or created
from a transfer of assets or through any other event since the Closing Date with
respect to the first delivery of financial statements after the Closing Date and
thereafter since the date of the most recently delivered Compliance Certificate,
such list to include the name of each new Material Subsidiaries, its state of
incorporation, list of its officers and directors and any other information that
the Administrative Agent shall reasonably request;

            (d) promptly upon receipt thereof, copies of all reports on the
financial statements of the Borrower and its Subsidiaries, submitted by
independent public accountants to Borrower in connection with each annual,
interim or special audit of Borrower's consolidated financial statements;

            (e) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed with the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any or all functions of said


                                       49
<PAGE>

Commission, or with any national securities exchange, or distributed by the
Borrower to its shareholders generally, as the case may be; and

            (f) promptly following any request therefor, such other information
regarding the results of operations, business affairs and financial condition of
the Borrower or any Subsidiary as the Administrative Agent or any Lender may
reasonably request.

      So long as the Borrower maintains a site on Intralinks(R) and each Lender
has a valid identification number and password with which to access information
regarding the Borrower on Intralinks(R), Borrower may satisfy its obligation to
deliver the financial statements and other reports and materials referred to in
clauses (a), (b) and (e) above by posting such financial statements and other
reports and materials and having each Lender notified thereof.

            Section 5.2. Notices of Material Events. The Borrower will furnish
to the Administrative Agent and each Lender prompt written notice of the
following:

            (a) the occurrence of any Default or Event of Default;

            (b) the filing or commencement of any action, suit or proceeding by
or before any arbitrator or Governmental Authority against or, to the knowledge
of the Borrower, affecting the Borrower or any Subsidiary which, if adversely
determined, could reasonably be expected to result in a Material Adverse Effect;

            (c) the occurrence of any event or any other development by which
the Borrower or any of its Subsidiaries (i) fails to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) becomes subject to any
Environmental Liability, (iii) receives notice of any claim with respect to any
Environmental Liability, or (iv) becomes aware of any basis for any
Environmental Liability and in each of the preceding clauses, which individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect;

            (d) the occurrence of any ERISA Event that alone, or together with
any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Borrower and its Subsidiaries in an aggregate amount
exceeding $1,000,000;

            (e) the occurrence of any default or event of default, or the
receipt by Borrower or any of its Subsidiaries of any written notice of an
alleged default or event of default, in respect of any Material Indebtedness of
the Borrower or any of its Subsidiaries;

            (f) simultaneously with the delivery of each Compliance Certificate,
a written list of all Material Subsidiaries formed, acquired, or created from a
transfer of assets or through any other event, during the period commencing on
the Closing Date and ending on the date on which the first Compliance
Certificate is delivered, and thereafter since the date of the most recently
delivered Compliance Certificate; such written list shall include the name of
each new Material Subsidiary, its state of incorporation, list of its officers
and any other information that the Administrative Agent shall reasonably
request.


                                       50
<PAGE>

            (g) any other development that results in, or could reasonably be
expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a written
statement of a Responsible Officer setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken
with respect thereto.

            Section 5.3. Existence; Conduct of Business. The Borrower will, and
will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and maintain in full force and effect its legal
existence and its respective rights, licenses, permits, privileges, franchises,
patents, copyrights, trademarks and trade names material to the conduct of its
business; provided, that nothing in this Section shall prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 7.3.

            Section 5.4. Compliance with Laws, Etc. The Borrower will, and will
cause each of its Subsidiaries to, comply with all laws, rules, regulations and
requirements of any Governmental Authority applicable to its business and
properties, including without limitation, all Environmental Laws, ERISA and
OSHA, except where the failure to do so, either individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

            Section 5.5. Payment of Obligations. The Borrower will, and will
cause each of its Subsidiaries to, pay and discharge at or before maturity, (i)
all taxes, assessments and governmental charges imposed upon it or upon its
property, and (ii) all claims (including, without limitation, claims for labor,
materials, supplies or services) which might, if unpaid, become a Lien upon its
property, unless, in each case, the validity or amount thereof is being
contested in good faith by appropriate proceedings and adequate reserves are
maintained with respect thereto.

            Section 5.6. Books and Records. The Borrower will, and will cause
each of its Subsidiaries to, keep proper books of record and account in which
full, true and correct entries shall be made of all dealings and transactions in
relation to its business and activities to the extent necessary to prepare the
consolidated financial statements of Borrower in conformity with GAAP.

            Section 5.7. Visitation, Inspection, Etc. The Borrower will, and
will cause each of its Subsidiaries to, permit any representative of the
Administrative Agent or any Lender, to visit and inspect its properties, to
examine its books and records and to make copies and take extracts therefrom,
and to discuss its affairs, finances and accounts with any of its officers and
with its independent certified public accountants, all at such reasonable times
and as often as the Administrative Agent or any Lender may reasonably request
after reasonable prior notice to the Borrower; provided, however, if an Event of
Default has occurred and is continuing, no prior notice shall be required.

            Section 5.8. Maintenance of Properties; Insurance. The Borrower
will, and will cause each of its Subsidiaries to, (a) keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, except


                                       51
<PAGE>

where the failure to do so, either individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, (b) maintain with
financially sound and reputable insurance companies, insurance with respect to
its properties and business, and the properties and business of its
Subsidiaries, against loss or damage of the kinds customarily insured against by
companies in the same or similar businesses operating in the same or similar
locations, and (c) at all times shall name Administrative Agent as additional
insured on all liability policies of the Borrower and its Subsidiaries.

            Section 5.9. Use of Proceeds and Letters of Credit. The Borrower
will use the proceeds of all Loans to refinance Indebtedness outstanding under
the Existing Credit Agreement, to finance working capital needs and acquisitions
permitted under Section 7.4, to support the issuance of commercial paper and for
other general corporate purposes of the Borrower and its Subsidiaries. No part
of the proceeds of any Loan will be used, whether directly or indirectly, for
any purpose that would violate any rule or regulation of the Board of Governors
of the Federal Reserve System, including Regulations T, U or X. All Letters of
Credit will be used for general corporate purposes.

            Section 5.10. Additional Subsidiaries.

            (a) If any Subsidiary becomes a Material Subsidiary after the
Closing Date, or any Material Subsidiary is acquired or formed after the Closing
Date, the Borrower will, simultaneously with delivery of the written list of new
Material Subsidiaries required pursuant to Section 5.1(c) above, cause such
Material Subsidiary to become a Subsidiary Loan Party by satisfying the
requirements of clause (e) below.

            (b) If, at any time, the aggregate revenue or assets (on a
non-consolidated basis) of the Borrower and those Subsidiaries that are then
Subsidiary Loan Parties are less than the Aggregate Subsidiary Threshold, then
the Borrower shall cause one or more other Subsidiaries to become additional
Subsidiary Loan Parties, as provided in this Section 5.10, within ten (10)
Business Days after such revenues or assets become less than the Aggregate
Subsidiary Threshold so that after including the revenue or assets of any such
additional Subsidiary Loan Parties, the aggregate revenue or assets (on a
non-consolidated basis) of the Borrower and all such Subsidiary Loan Parties
would equal or exceed the Aggregate Subsidiary Threshold.

            (c) The Borrower may elect at any time to have any Subsidiary become
an additional Subsidiary Loan Party as provided in this Section 5.10.

            (d) Upon the occurrence and during the continuation of any Event of
Default, if the Required Lenders so direct, the Borrower shall (i) cause all of
its Subsidiaries (other than Securitization Subsidiaries) to become additional
Subsidiary Loan Parties, as provided in this Section 5.10, within ten (10)
Business Days after the Borrower's receipt of written confirmation of such
direction from the Administrative Agent.

            (e) A Subsidiary shall become an additional Subsidiary Loan Party
after the Closing Date by executing and delivering to the Administrative Agent a
Subsidiary Guaranty Supplement and an Indemnity and Contribution Agreement
Supplement, accompanied by (i) all


                                       52
<PAGE>

other Loan Documents related thereto, (ii) certified copies of certificates or
articles of incorporation or organization, by-laws, membership operating
agreements, and other organizational documents, appropriate authorizing
resolutions of the board of directors of such Subsidiaries, and opinions of
counsel comparable to those delivered pursuant to Section 3.1(vii), and (iii)
such other documents as the Administrative Agent may reasonably request.

            Section 5.11. Ownership of all Subsidiary Loan Parties. Borrower
shall maintain its percentage of ownership existing as of the date hereof of all
Subsidiary Loan Parties, and shall not decrease its ownership percentage in each
Person which becomes a Subsidiary Loan Party after the date hereof, as such
ownership exists at the time such Person becomes a Subsidiary Loan Party.

                                   ARTICLE VI

                               FINANCIAL COVENANTS

            The Borrower covenants and agrees that so long as any Lender has a
Commitment hereunder, any Letter of Credit remains outstanding or any Obligation
remains unpaid or outstanding:

            Section 6.1. Leverage Ratio. The Borrower will maintain at all times
a Leverage Ratio of not greater than 0.55:1.00.

            Section 6.2. Fixed Charge Coverage Ratio. The Borrower will
maintain, as of the end of each Fiscal Quarter, a Fixed Charge Coverage Ratio of
not less than 1.50:1.00.

            Section 6.3. Consolidated Net Worth. The Borrower will maintain at
all times a Consolidated Net Worth of not less than the sum of (a) $560,000,000
plus (b) 50% of Consolidated Net Income on a cumulative basis for all preceding
Fiscal Quarters, commencing with the Fiscal Quarter ending January 31, 2003;
provided, that if Consolidated Net Income is negative in any Fiscal Quarter the
amount added for such Fiscal Quarter shall be zero and such negative
Consolidated Net Income shall not reduce the amount of Consolidated Net Income
added from any previous Fiscal Quarter, plus (c) 100% of the amount by which the
Borrower's "total stockholders' equity" is increased as a result of any public
or private offering of Capital Stock of the Borrower after the Closing Date.
Promptly upon the consummation of any such offering of Capital Stock, the
Borrower shall notify the Administrative Agent in writing of the amount of such
increase in "total stockholders' equity".

            Section 6.4. Asset Coverage Ratio. The Borrower will maintain at all
times an Asset Coverage Ratio of not less than 1.2:1.0.

                                  ARTICLE VII

                               NEGATIVE COVENANTS

            The Borrower covenants and agrees that so long as any Lender has a
Commitment hereunder, any Letter of Credit remains outstanding or any Obligation
remains outstanding:


                                       53
<PAGE>

            Section 7.1. Indebtedness and Preferred Equity. The Borrower will
not, and will not permit any of its Subsidiaries to, create, incur, assume or
suffer to exist any Indebtedness, except:

            (a) Indebtedness created pursuant to the Loan Documents;

            (b) Indebtedness outstanding on the date hereof or incurred under
lines of credit outstanding on the date hereof, in each case as set forth on
Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness
and such lines of credit that do not increase the outstanding principal amount
thereof (immediately prior to giving effect to such extension, renewal or
replacement) or shorten the maturity or the weighted average life thereof;

            (c) Indebtedness incurred to finance the acquisition, construction
or improvement of any fixed or capital assets, including Capital Lease
Obligations, and any Indebtedness assumed in connection with the acquisition of
any such assets or secured by a Lien on any such assets prior to the acquisition
thereof; provided, that such Indebtedness is incurred prior to or within 90 days
after such acquisition or the completion of such construction or improvements or
extensions, renewals, and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof (immediately prior to giving
effect to such extension, renewal or replacement) or shorten the maturity or the
weighted average life thereof; provided further, that the aggregate principal
amount of such Indebtedness does not exceed $20,000,000 at any time outstanding;

            (d) Indebtedness of the Borrower owing to any Subsidiary and of any
Subsidiary owing to the Borrower or any other Subsidiary; provided, that any
such Indebtedness that is owed by a Subsidiary that is not a Subsidiary Loan
Party shall be subject to Section 7.4;

            (e) Guarantees by the Borrower of Indebtedness of any Subsidiary and
by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary;
provided, that Guarantees by any Loan Party of Indebtedness of any Subsidiary
that is not a Subsidiary Loan Party shall be subject to Section 7.4; provided,
further, that neither the Borrower nor any of its Subsidiaries shall be
permitted to Guarantee any Indebtedness owed by any Securitization Subsidiary;

            (f) Indebtedness of any Person which becomes a Subsidiary after the
date of this Agreement; provided, that such Indebtedness exists at the time that
such Person becomes a Subsidiary and is not created in contemplation of or in
connection with such Person becoming a Subsidiary;

            (g) Permitted Subordinated Debt;

            (h) Indebtedness owed to a Person other than the Borrower or any
Subsidiaries in respect of any Securitization Transaction permitted by Section
7.6(c) in an aggregate amount not to exceed $100,000,000;

            (i) Indebtedness in respect of Hedging Obligations permitted by
Section 7.10; and


                                       54
<PAGE>

            (j) other unsecured Indebtedness in an aggregate principal amount
not to exceed $75,000,000 at any time outstanding.

Borrower will not, and will not permit any Subsidiary to, issue any preferred
stock or other preferred equity interests that (i) matures or is mandatorily
redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may
become redeemable or repurchaseable at the option of the holder thereof, in
whole or in part or (iii) is convertible or exchangeable at the option of the
holder thereof for Indebtedness or preferred stock or any other preferred equity
interests described in this paragraph, on or prior to, in the case of clause
(i), (ii) or (iii), the first anniversary of the Revolving Commitment
Termination Date.

            Section 7.2. Negative Pledge. The Borrower will not, and will not
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Lien on any of its assets or property now owned or hereafter acquired, except:

            (a) Permitted Encumbrances;

            (b) any Liens on any property or asset of the Borrower or any
Subsidiary existing on the Closing Date set forth on Schedule 7.2; provided,
that such Lien shall not apply to any other property or asset of the Borrower or
any Subsidiary;

            (c) purchase money Liens upon or in any fixed or capital assets to
secure the purchase price or the cost of construction or improvement of such
fixed or capital assets or to secure Indebtedness incurred solely for the
purpose of financing the acquisition, construction or improvement of such fixed
or capital assets (including Liens securing any Capital Lease Obligations);
provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c),
(ii) such Lien attaches to such asset concurrently or within 90 days after the
acquisition, improvement or completion of the construction thereof; (iii) such
Lien does not extend to any other asset; and (iv) the Indebtedness secured
thereby does not exceed the cost of acquiring, constructing or improving such
fixed or capital assets;

            (d) any Lien (i) existing on any asset of any Person at the time
such Person becomes a Subsidiary of the Borrower, (ii) existing on any asset of
any Person at the time such Person is merged with or into the Borrower or any
Subsidiary of the Borrower or (iii) existing on any asset prior to the
acquisition thereof by the Borrower or any Subsidiary of the Borrower; provided,
that any such Lien was not created in the contemplation of any of the foregoing
and any such Lien secures only those obligations which it secures on the date
that such Person becomes a Subsidiary or the date of such merger or the date of
such acquisition;

            (e) any Lien arising out of any Securitization Transaction permitted
by Section 7.6(c);

            (f) Liens (other than those permitted by paragraphs (a) through (e)
above) encumbering assets having an Asset Value not greater than $20,000,000 in
the aggregate at any one time; and

            (g) extensions, renewals, or replacements of any Lien referred to in
paragraphs (a) through (f) of this Section; provided, that the principal amount
of the


                                       55
<PAGE>

Indebtedness secured thereby is not increased and that any such extension,
renewal or replacement is limited to the assets originally encumbered thereby.

            Section 7.3. Fundamental Changes.

            (a) The Borrower will not, and will not permit any Subsidiary to,
merge into or consolidate into any other Person, or permit any other Person to
merge into or consolidate with it, or sell, or lease, transfer or otherwise
dispose of (in a single transaction or a series of transactions) all or
substantially all of its assets (in each case, whether now owned or hereafter
acquired) or all or substantially all of the stock of any of its Subsidiaries
(in each case, whether now owned or hereafter acquired) or liquidate or
dissolve; provided, that if at the time thereof and immediately after giving
effect thereto, no Default or Event of Default shall have occurred and be
continuing (i) the Borrower or any Subsidiary may merge with a Person if the
Borrower (or such Subsidiary if the Borrower is not a party to such merger) is
the surviving Person, (ii) any Subsidiary may merge into another Subsidiary;
provided, that if any party to such merger is a Subsidiary Loan Party, the
Subsidiary Loan Party shall be the surviving Person, (iii) any Subsidiary may
sell, transfer, lease or otherwise dispose of all or substantially all of its
assets to the Borrower or to a Subsidiary Loan Party, (iv) the Borrower and any
Subsidiary may sell, transfer, lease or otherwise dispose of all or
substantially all of its assets to the extent permitted in Section 7.6, and (v)
any Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if
the Borrower determines in good faith that such liquidation or dissolution is in
the best interests of the Borrower and is not materially disadvantageous to the
Lenders; provided, that any such merger involving a Person that is not a
wholly-owned Subsidiary immediately prior to such merger shall not be permitted
unless also permitted by Section 7.4.

            (b) The Borrower will not, and will not permit any of its
Subsidiaries to, engage in any business other than businesses of the type
conducted by the Borrower and its Subsidiaries taken as whole on the date hereof
and businesses reasonably related thereto, except where the Investment made, and
other funds expended or committed with respect to such business, do not exceed
$5,000,000 in each new business.

            Section 7.4. Investments, Loans, Etc. The Borrower will not, and
will not permit any of its Subsidiaries to, purchase, hold or acquire (including
pursuant to any merger with any Person that was not a wholly-owned Subsidiary
prior to such merger), any Capital Stock, evidence of indebtedness or other
securities (including any option, warrant, or other right to acquire any of the
foregoing) of, make or permit to exist any loans or advances to, Guarantee any
obligations of, or make or permit to exist any investment or any other interest
in, any other Person (all of the foregoing being collectively called
"Investments"), or purchase or otherwise acquire (in one transaction or a series
of transactions) any assets of any other Person that constitute a business unit,
or create or form any Subsidiary, except:

            (a) Investments (other than Permitted Investments) existing on the
date hereof and set forth on Schedule 7.4 (including Investments in
Subsidiaries);

            (b) Permitted Investments;


                                       56
<PAGE>

            (c) Guarantees constituting Indebtedness permitted by Section 7.1;
provided, that the aggregate principal amount of Indebtedness of Subsidiaries
that are not Subsidiary Loan Parties that is Guaranteed by any Loan Party shall
be subject to the limitation set forth in clause (d) hereof;

            (d) Investments made by the Borrower in or to any Subsidiary and by
any Subsidiary to the Borrower or in or to another Subsidiary; provided, that
the aggregate amount of Investments by Loan Parties in or to, and Guarantees by
Loan Parties of Indebtedness of, any Subsidiary that is not a Subsidiary Loan
Party (including all such Investments and Guarantees existing on the Closing
Date) shall not exceed $30,000,000 at any time outstanding; provided, further,
that neither the Borrower nor any of its Subsidiaries shall be permitted to
Guarantee any Indebtedness owed by any Securitization Subsidiary;

            (e) Investments made by the Borrower in or to any Subsidiary and by
any Subsidiary to any Person that is not a Subsidiary; provided, that the
aggregate amount of all such Investments in or to, and Guarantees of
Indebtedness of, any such Persons (including all such Investments and Guarantees
existing on the Closing Date) shall not exceed $25,000,000 at any time
outstanding;

            (f) loans or advances to employees, officers or directors of the
Borrower or any Subsidiary in the ordinary course of business for travel,
relocation and related expenses; provided, however, that the aggregate amount of
all such loans and advances does not exceed $1,000,000 at any time;

            (g) Hedging Obligations permitted by Section 7.10; and

            (h) other Investments which in the aggregate do not exceed
$5,000,000 in any Fiscal Year.

Without limitation of the foregoing, the Borrower will not, and will not permit
any of its Subsidiaries to, purchase or acquire (in one transaction or in a
series of related transactions, including pursuant to any merger with any Person
that was not a wholly-owned Subsidiary prior to such merger), any Capital Stock,
evidence of indebtedness, other securities (including any option, warrant, or
other right to acquire any of the foregoing) or any assets of any other Person
if the aggregate purchase price in any such transaction or series of related
transactions would exceed $100,000,000.

            Section 7.5. Restricted Payments. The Borrower will not, and will
not permit its Subsidiaries to, declare or make, or agree to pay or make,
directly or indirectly, any dividend on any class of its stock, or make any
payment on account of, or set apart assets for a sinking or other analogous fund
for, the purchase, redemption, retirement, defeasance or other acquisition of,
any shares of Capital Stock or Indebtedness subordinated to the Obligations of
the Borrower or any Guarantee thereof or any options, warrants, or other rights
to purchase such Capital Stock or such Indebtedness, whether now or hereafter
outstanding (each, a "Restricted Payment"), except for (i) dividends payable by
the Borrower solely in shares of any class of its common stock, (ii) Restricted
Payments made by any Subsidiary to the Borrower or to another Subsidiary Loan
Party, (iii) so long as no Default or Event of Default has occurred and is
continuing or


                                       57
<PAGE>

would result therefrom, any payments made for the repurchase of outstanding
capital stock of the Borrower made since January 31, 2003 in an aggregate amount
at any time not to exceed $60,000,000; and (iv) so long as no Default or Event
of Default has occurred and is continuing or would result therefrom, cash
dividends and distributions paid on, and cash redemptions of, the common stock
of the Borrower; provided, that the aggregate amount of all such Restricted
Payments made by the Borrower in any Fiscal Year does not exceed (A) 50% of
Consolidated Net Income (or, in an event of a loss, minus 100% of Net Income)
earned during the Borrower's Fiscal Year commencing on January 30, 1999 and each
Fiscal Year thereafter (such period to be treated as one accounting period).

            Section 7.6. Sale of Assets. The Borrower will not, and will not
permit any of its Subsidiaries to, convey, sell, lease, assign, transfer or
otherwise dispose of, any of its assets, business or property, whether now owned
or hereafter acquired, or, in the case of any Subsidiary, issue or sell any
shares of such Subsidiary's Capital Stock to any Person other than the Borrower
or a Subsidiary Loan Party (or to qualify directors if required by applicable
law), except:

            (a) the sale of equipment or other personal property being replaced
by other equipment or other personal property purchased as a capital expenditure
item,

            (b) the sale of inventory and Permitted Investments in the ordinary
course of business;

            (c) the sale of accounts receivable and all related rights pursuant
to a Securitization Transaction that results in Indebtedness that is permitted
under Section 7.1;

            (d) the sale of assets in connection with a sale-leaseback
transaction permitted under Section 7.9; and

            (e) other asset sales (including the stock of Subsidiaries) where,
on the date of execution of a binding obligation to make such asset sale
(provided that if the asset sale is not consummated within six (6) months of
such execution, then on the date of consummation of such asset sale rather than
on the date of execution of such binding obligation), the aggregate Asset Value
of all asset sales occurring after the Closing Date, taking into account the
Asset Value of the proposed asset sale, would not exceed ten percent (10%) of
the greater of (i) Borrower's Consolidated Net Worth as of November 1, 2002 and
(ii) Borrower's Consolidated Net Worth as of the date of the most recent
financial statements delivered pursuant to this Agreement.

            Section 7.7. Transactions with Affiliates. The Borrower will not,
and will not permit any of its Subsidiaries to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any
property or assets from, or otherwise engage in any other transactions with, any
of its Affiliates, except (a) in the ordinary course of business at prices and
on terms and conditions not less favorable to the Borrower or such Subsidiary
than could be obtained on an arm's-length basis from unrelated third parties,
(b) transactions between or among the Borrower and any Subsidiary Loan Party not
involving any other Affiliates and (c) any Restricted Payment permitted by
Section 7.5.

            Section 7.8. Restrictive Agreements. The Borrower will not, and will
not permit any Subsidiary to, directly or indirectly, enter into, incur or
permit to exist any agreement


                                       58
<PAGE>

that prohibits, restricts or imposes any condition upon (a) the ability of the
Borrower or any Subsidiary to create, incur or permit any Lien upon any of its
assets or properties, whether now owned or hereafter acquired, or (b) the
ability of any Subsidiary to pay dividends or other distributions with respect
to its common stock, to make or repay loans or advances to the Borrower or any
other Subsidiary, to Guarantee Indebtedness of the Borrower or any other
Subsidiary or to transfer any of its property or assets to the Borrower or any
Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to
restrictions or conditions imposed by law or by this Agreement or any other Loan
Document, (ii) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary pending
such sale, provided such restrictions and conditions apply only to the
Subsidiary that is sold and such sale is permitted hereunder, (iii) clause (a)
shall not apply to restrictions or conditions imposed by any agreement relating
to secured Indebtedness permitted by this Agreement if such restrictions and
conditions apply only to the property or assets securing such Indebtedness, (iv)
clause (a) shall not apply to customary provisions in leases and other contracts
restricting the assignment thereof and (v) the foregoing restrictions shall not
apply to restrictions on any Securitization Subsidiaries contained in the
documents governing any Securitization Transaction.

            Section 7.9. Sale and Leaseback Transactions. The Borrower will not,
and will not permit any of the Subsidiaries to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereinafter
acquired, and thereafter rent or lease such property or other property that it
intends to use for substantially the same purpose or purposes as the property
sold or transferred, except (i) to the extent that the aggregate value of all
such property sold and leased back does not exceed $40,000,000 at any one time
and (ii) with respect to the Orlando, Florida and Miami, Florida properties
that, as of the Closing Date, are subject to Liens noted on Schedule 7.2.

            Section 7.10. Hedging Transactions. The Borrower will not, and will
not permit any of the Subsidiaries to, enter into any Hedging Transaction, other
than Hedging Transactions entered into in the ordinary course of business to
hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in
the conduct of its business or the management of its assets and liabilities.
Solely for the avoidance of doubt, the Borrower acknowledges that a Hedging
Transaction entered into for speculative purposes or of a speculative nature
(which shall be deemed to mean the creation of risk exposure where one does not
exist in relation to any of its business operations and shall include without
limitation any Hedging Transaction under which the Borrower or any of the
Subsidiaries is or may become obliged to make any payment (i) in connection with
the purchase by any third party of any common stock or any Indebtedness or (ii)
as a result of changes in the market value of any common stock or any
Indebtedness, is not a Hedging Transaction entered into in the ordinary course
of business to hedge or mitigate risks.

            Section 7.11. Fiscal Year. The Borrower will not, and will not
permit any Subsidiary to, change the fiscal year of the Borrower or of any
Subsidiary, except to change the fiscal year of a Subsidiary to conform its
fiscal year to that of the Borrower.

            Section 7.12. Optional Prepayments. The Borrower will not, and will
not permit any of its Subsidiaries to, directly or indirectly, prepay, purchase,
redeem, retire, defease


                                       59
<PAGE>

or otherwise acquire, or make any optional payment on account of any principal
of, interest on, or premium payable in connection with the optional prepayment,
redemption or retirement of, any of its Indebtedness, or give a notice of
redemption with respect to any such Indebtedness, or make any payment in
violation of the subordination provisions of any Permitted Subordinated Debt,
except with respect to (i) the Obligations under this Agreement and the Notes,
(ii) prepayments of Indebtedness outstanding pursuant to revolving credit,
overdraft and line of credit facilities permitted pursuant to Section 7.1, and
(iii) so long as no Default or Event of Default has occurred and is continuing,
intercompany loans made or outstanding pursuant to Section 7.1.

            Section 7.13. Actions Under Certain Documents. The Borrower will
not, and will not permit any of its Subsidiaries to, without the prior written
consent of the Administrative Agent, (a) modify, amend, cancel or rescind (i)
the certificate or articles of incorporation, bylaws or other organizational
documents or (ii) any agreements or documents evidencing or governing Permitted
Subordinated Debt, or (b) make demand of payment or accept payment on any
Permitted Subordinated Debt or on any intercompany Indebtedness permitted by
Section 7.1, except that with respect to such intercompany Indebtedness, (i)
current interest accrued thereon as of the date of this Agreement and all
interest subsequently accruing thereon (whether or not paid currently) may be
paid unless a Default or Event of Default has occurred and is continuing and
(ii) the Borrower and its Subsidiaries may demand and accept payment on any
intercompany Indebtedness owed by a Securitization Subsidiary to the Borrower or
such Subsidiary.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

            Section 8.1. Events of Default. If any of the following events (each
an "Event of Default") shall occur:

            (a) the Borrower shall fail to pay any principal of any Loan or of
any reimbursement obligation in respect of any LC Disbursement when and as the
same shall become due and payable, whether at the due date thereof or at a date
fixed for prepayment or otherwise; or

            (b) the Borrower shall fail to pay any interest on any Loan or any
fee or any other amount (other than an amount payable under clause (a) of this
Section 8.1) payable under this Agreement or any other Loan Document, when and
as the same shall become due and payable, and such failure shall continue
unremedied for a period of five (5) Business Days; or

            (c) any representation or warranty made or deemed made by or on
behalf of the Borrower or any Subsidiary in or in connection with this Agreement
or any other Loan Document (including the Schedules attached thereto) and any
amendments or modifications hereof or waivers hereunder, or in any certificate,
report, financial statement or other document submitted to the Administrative
Agent or the Lenders by any Loan Party or any representative of any Loan Party
pursuant to or in connection with this Agreement or any other Loan Document
shall prove to be incorrect in any material respect when made or deemed made or
submitted; or


                                       60
<PAGE>

            (d) the Borrower shall fail to observe or perform any covenant or
agreement contained in Sections 5.2, 5.3 (with respect to the Borrower's
existence) or Articles VI or VII; or

            (e) any Loan Party shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those referred to in clauses
(a), (b) and (d) above) or any other Loan Document, and such failure shall
remain unremedied for 30 days after the earlier of (i) any officer of the
Borrower becomes aware of such failure, or (ii) notice thereof shall have been
given to the Borrower by the Administrative Agent or any Lender; or

            (f) the Borrower or any Subsidiary (whether as primary obligor or as
guarantor or other surety) shall fail to pay any principal of, or premium or
interest on, any Material Indebtedness that is outstanding, when and as the same
shall become due and payable (whether at scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or
instrument evidencing or governing such Indebtedness; or any other event shall
occur or condition shall exist under any agreement or instrument relating to
such Indebtedness and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or permit the acceleration of, the maturity of such
Indebtedness; or any such Indebtedness shall be declared to be due and payable,
or required to be prepaid or redeemed (other than by a regularly scheduled
required prepayment or redemption), purchased or defeased, or any offer to
prepay, redeem, purchase or defease such Indebtedness shall be required to be
made, in each case prior to the stated maturity thereof;

            (g) the Borrower or any Subsidiary shall (i) commence a voluntary
case or other proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy,
insolvency or other similar law now or hereafter in effect or seeking the
appointment of a custodian, trustee, receiver, liquidator or other similar
official of it or any substantial part of its property, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (i) of this Section, (iii) apply for
or consent to the appointment of a custodian, trustee, receiver, liquidator or
other similar official for the Borrower or any such Subsidiary or for a
substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors, or (vi) take any action for the
purpose of effecting any of the foregoing; or

            (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of the Borrower or any Subsidiary or its debts, or any substantial
part of its assets, under any federal, state or foreign bankruptcy, insolvency
or other similar law now or hereafter in effect or (ii) the appointment of a
custodian, trustee, receiver, liquidator or other similar official for the
Borrower or any Subsidiary or for a substantial part of its assets, and in any
such case, such proceeding or petition shall remain undismissed for a period of
60 days or an order or decree approving or ordering any of the foregoing shall
be entered; or

            (i) the Borrower or any Subsidiary shall become unable to pay, shall
admit in writing its inability to pay, or shall fail to pay, its debts as they
become due; or


                                       61
<PAGE>

            (j) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with other ERISA Events that have
occurred, could reasonably be expected to result in liability to the Borrower
and the Subsidiaries in an aggregate amount exceeding $5,000,000; or

            (k) any judgment or order for the payment of money in excess of
$5,000,000 in the aggregate shall be rendered against the Borrower or any
Subsidiary, and either (i) enforcement proceedings shall have been commenced by
any creditor upon such judgment or order or (ii) there shall be a period of 30
consecutive days during which a stay of enforcement of such judgment or order,
by reason of a pending appeal or otherwise, shall not be in effect; or

            (l) any non-monetary judgment or order shall be rendered against the
Borrower or any Subsidiary that could reasonably be expected to have a Material
Adverse Effect, and there shall be a period of 30 consecutive days during which
a stay of enforcement of such judgment or order, by reason of a pending appeal
or otherwise, shall not be in effect; or

            (m) a Change in Control shall occur or exist; or

            (n) any provision of any Subsidiary Guaranty Agreement shall for any
reason cease to be valid and binding on, or enforceable against, any Subsidiary
Loan Party, or any Subsidiary Loan Party shall so state in writing, or any
Subsidiary Loan Party shall seek to terminate its Subsidiary Guaranty Agreement;
or

            (o) there shall exist or occur any "Event of Default" as provided
under the terms of any other Loan Document, or any Loan Document ceases to be in
full force and effect or the validity or enforceability thereof is disaffirmed
by or on behalf of Borrower or any other Loan Party, or at any time it is or
becomes unlawful for Borrower or any other Loan Party to perform or comply with
its obligations under any Loan Document, or the obligations of Borrower or any
other Loan Party under any Loan Document are not or cease to be legal, valid and
binding on Borrower or any such Loan Party;

            (p) an attachment or similar action shall be made on or taken
against any of the assets of the Borrower or any Subsidiary with an Asset Value
exceeding $5,000,000 in aggregate and is not removed, suspended or enjoined
within 60 days of the same being made or any suspension or injunction being
lifted;

then, and in every such event (other than an event with respect to the Borrower
described in clause (g) or (h) of this Section) and at any time thereafter
during the continuance of such event, the Administrative Agent may, and upon the
written request of the Required Lenders shall, by notice to the Borrower, take
any or all of the following actions, at the same or different times: (i)
terminate the Commitments, whereupon the Commitment of each Lender shall
terminate immediately, (ii) declare the principal of and any accrued interest on
the Loans, and all other Obligations owing hereunder, to be, whereupon the same
shall become, due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower,
(iii) exercise all remedies contained in any other Loan Document, and (iv)
exercise any other remedies available at law or in equity; and that, if an Event
of Default specified in either clause (g) or (h) with respect to the Borrower
shall occur, the


                                       62
<PAGE>

Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon, and all fees, and all other
Obligations shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

Section 9.1.      Appointment of Administrative Agent.

            (a) Each Lender irrevocably appoints SunTrust Bank as the
Administrative Agent and authorizes it to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent under this
Agreement and the other Loan Documents, together with all such actions and
powers that are reasonably incidental thereto. The Administrative Agent may
perform any of its duties hereunder or under the other Loan Documents by or
through any one or more sub-agents or attorneys-in-fact appointed by the
Administrative Agent. The Administrative Agent and any such sub-agent or
attorney-in-fact may perform any and all of its duties and exercise its rights
and powers through their respective Related Parties. The exculpatory provisions
set forth in this Article shall apply to any such sub-agent or attorney-in-fact
and the Related Parties of the Administrative Agent, any such sub-agent and any
such attorney-in-fact and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.

            (b) The Issuing Bank shall act on behalf of the Lenders with respect
to any Letters of Credit issued by it and the documents associated therewith
until such time and except for so long as the Administrative Agent may agree at
the request of the Required Lenders to act for the Issuing Bank with respect
thereto; provided, that the Issuing Bank shall have all the benefits and
immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by the Issuing Bank in
connection with Letters of Credit issued by it or proposed to be issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term "Administrative Agent" as used in this
Article IX included the Issuing Bank with respect to such acts or omissions and
(ii) as additionally provided in this Agreement with respect to the Issuing
Bank.

            Section 9.2. Nature of Duties of Administrative Agent. The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in this Agreement and the other Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default or an Event of Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except those discretionary rights and powers
expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.2), and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable


                                       63
<PAGE>

for the failure to disclose, any information relating to the Borrower or any of
its Subsidiaries that is communicated to or obtained by the Administrative Agent
or any of its Affiliates in any capacity. The Administrative Agent shall not be
liable for any action taken or not taken by it, its sub-agents or
attorneys-in-fact with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 10.2) or in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall not be
responsible for the negligence or misconduct of any sub-agents or
attorneys-in-fact selected by it with reasonable care. The Administrative Agent
shall not be deemed to have knowledge of any Default or Event of Default unless
and until written notice thereof (which notice shall include an express
reference to such event being a "Default" or "Event of Default" hereunder) is
given to the Administrative Agent by the Borrower or any Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered hereunder or thereunder or in connection herewith or
therewith, (iii) the performance or observance of any of the covenants,
agreements, or other terms and conditions set forth in any Loan Document, (iv)
the validity, enforceability, effectiveness or genuineness of any Loan Document
or any other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article III or elsewhere in any Loan Document, other than
to confirm receipt of items expressly required to be delivered to the
Administrative Agent. The Administrative Agent may consult with legal counsel
(including counsel for the Borrower) concerning all matters pertaining to such
duties.

            Section 9.3. Lack of Reliance on the Administrative Agent. Each of
the Lenders, the Swingline Lender and the Issuing Bank acknowledges 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 credit analysis and decision to enter into this Agreement. Each of
the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, continue to make its own decisions in taking or not taking of any
action under or based on this Agreement, any related agreement or any document
furnished hereunder or thereunder.

            Section 9.4. Certain Rights of the Administrative Agent. If the
Administrative Agent shall request instructions from the Required Lenders with
respect to any action or actions (including the failure to act) in connection
with this Agreement, the Administrative Agent shall be entitled to refrain from
such act or taking such act, unless and until it shall have received
instructions from such Lenders; and the Administrative Agent shall not incur
liability to any Person by reason of so refraining. Without limiting the
foregoing, no Lender shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Required Lenders where required by the terms of this Agreement.

            Section 9.5. Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing believed by it to be genuine and to have been signed,
sent or made by the proper Person. The Administrative Agent


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<PAGE>

may also rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel
(including counsel for the Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or not taken
by it in accordance with the advice of such counsel, accountants or experts.

            Section 9.6. The Administrative Agent in its Individual Capacity.
The bank serving as the Administrative Agent shall have the same rights and
powers under this Agreement and any other Loan Document in its capacity as a
Lender as any other Lender and may exercise or refrain from exercising the same
as though it were not the Administrative Agent; and the terms "Lenders",
"Required Lenders", "holders of Notes", or any similar terms shall, unless the
context clearly otherwise indicates, include the Administrative Agent in its
individual capacity. The bank acting as the Administrative Agent and its
Affiliates may accept deposits from, lend money to, and generally engage in any
kind of business with the Borrower or any Subsidiary or Affiliate of the
Borrower as if it were not the Administrative Agent hereunder.

            Section 9.7. Successor Administrative Agent.

            (a) The Administrative Agent may resign at any time by giving notice
thereof to the Lenders and the Borrower. Upon any such resignation, the Required
Lenders shall have the right to appoint a successor Administrative Agent,
subject to the approval by the Borrower provided that no Default or Event of
Default shall exist at such time. If no successor Administrative Agent shall
have been so appointed, and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative Agent, which shall be a commercial bank
organized under the laws of the United States of America or any state thereof or
a bank which maintains an office in the United States, having a combined capital
and surplus of at least $500,000,000.

            (b) Upon the acceptance of its appointment as the Administrative
Agent hereunder by a successor, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement
and the other Loan Documents. If within 45 days after written notice is given of
the retiring Administrative Agent's resignation under this Section 9.7 no
successor Administrative Agent shall have been appointed and shall have accepted
such appointment, then on such 45th day (i) the retiring Administrative Agent's
resignation shall become effective, (ii) the retiring Administrative Agent shall
thereupon be discharged from its duties and obligations under the Loan Documents
and (iii) the Required Lenders shall thereafter perform all duties of the
retiring Administrative Agent under the Loan Documents until such time as the
Required Lenders appoint a successor Administrative Agent as provided above.
After any retiring Administrative Agent's resignation hereunder, the provisions
of this Article IX shall continue in effect for the benefit of such retiring
Administrative Agent and its representatives and agents in respect of any
actions taken or not taken by any of them while it was serving as the
Administrative Agent.


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<PAGE>

            Section 9.8. Authorization to Execute other Loan Documents. Each
Lender hereby authorizes the Administrative Agent to execute on behalf of all
Lenders all Loan Documents other than this Agreement.

                                   ARTICLE X

                                  MISCELLANEOUS

            Section 10.1. Notices.

            (a) Except in the case of notices and other communications expressly
permitted to be given by telephone, all notices and other communications to any
party herein to be effective shall be in writing and shall be delivered by hand
or overnight courier service, mailed by certified or registered mail or sent by
email or telecopy, as follows:

        To the Borrower:       Hughes Supply, Inc.
                               20 N. Orange Avenue, Suite 200
                               Orlando, Florida 32801
                               Attention: David Bearman, Chief Financial Officer
                               Telecopy Number: 407-649-1670
                               Email: David.Bearman@hughessupply.com

        with a copy to:        Hughes Supply, Inc.
                               20 N. Orange Avenue, Suite 200
                               Orlando, Florida 32801
                               Attention: Jeff Leonard, Chief Financial Officer
                               Telecopy Number: 407-540-4914
                               Email: jeff.leonard@hughessupply.com

        To the Administrative Agent
        or Swingline Lender:   SunTrust Bank
                               200 S. Orange Avenue, MC 2064
                               Orlando, Florida  32801
                               Attn: Mr. William C. Barr
                               Telecopy No. (407) 237-4076
                               Email: william.barr@suntrust.com


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<PAGE>

        With a copy to:        SunTrust Bank
                               Agency Services
                               303 Peachtree Street, N. E./ 25th Floor
                               Atlanta, Georgia 30308
                               Attention: Ms. Hope Williams
                               Telecopy Number: (404) 658-4906

                               and

                               King & Spalding
                               191 Peachtree Street, N.E.
                               Atlanta, Georgia 30303
                               Attention: Carolyn Z. Alford
                               Telecopy Number: (404) 572-5100
                               Email: czalford@kslaw.com

        To the Issuing Bank:   SunTrust Bank
                               25 Park Place, N. E./Mail Code 3706
                               Atlanta, Georgia 30303
                               Attention: Michael E. Sullivan
                               Telecopy Number: (404) 588-8129

        To any other Lender:   the address set forth in the Administrative
                               Questionnaire

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All such notices
and other communications shall, when transmitted by overnight delivery, or
faxed, be effective when delivered for overnight (next-day) delivery, or
transmitted in legible form by facsimile machine, respectively, or if mailed,
upon the third Business Day after the date deposited into the mail or if
delivered, upon delivery, or if emailed, upon receipt of confirmation that such
email has been read or deleted; provided, that notices delivered to the
Administrative Agent, the Issuing Bank or the Swingline Bank shall not be
effective until actually received by such Person at its address specified in
this Section 10.1.

            (b) Any agreement of the Administrative Agent and the Lenders herein
to receive certain notices by telephone or facsimile is solely for the
convenience and at the request of the Borrower. The Administrative Agent and the
Lenders shall be entitled to rely on the authority of any Person purporting to
be a Person authorized by the Borrower to give such notice and the
Administrative Agent and Lenders shall not have any liability to the Borrower or
other Person on account of any action taken or not taken by the Administrative
Agent or the Lenders in reliance upon such telephonic or facsimile notice. The
obligation of the Borrower to repay the Loans and all other Obligations
hereunder shall not be affected in any way or to any extent by any failure of
the Administrative Agent and the Lenders to receive written confirmation of any
telephonic or facsimile notice or the receipt by the Administrative Agent and
the Lenders of a confirmation which is at variance with the terms understood by
the Administrative Agent and the Lenders to be contained in any such telephonic
or facsimile notice.


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<PAGE>

Section 10.2.     Waiver; Amendments.

            (a) No failure or delay by the Administrative Agent, the Issuing
Bank or any Lender in exercising any right or power hereunder or any other Loan
Document, and no course of dealing between the Borrower and the Administrative
Agent or any Lender, shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power or any abandonment or discontinuance
of steps to enforce such right or power, preclude any other or further exercise
thereof or the exercise of any other right or power hereunder or thereunder. The
rights and remedies of the Administrative Agent, the Issuing Bank and the
Lenders hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies provided by law. No waiver of any provision
of this Agreement or any other Loan Document or consent to any departure by the
Borrower therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
the issuance of a Letter of Credit shall not be construed as a waiver of any
Default or Event of Default, regardless of whether the Administrative Agent, any
Lender or the Issuing Bank may have had notice or knowledge of such Default or
Event of Default at the time.

            (b) No amendment or waiver of any provision of this Agreement or the
other Loan Documents, nor consent to any departure by the Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed
by the Borrower and the Required Lenders or the Borrower and the Administrative
Agent with the consent of the Required Lenders and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided, that no amendment or waiver shall: (i) increase the
Commitment of any Lender without the written consent of such Lender, (ii) reduce
the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the date fixed for any
payment of any principal of, or interest on, any Loan or LC Disbursement or
interest thereon or any fees hereunder or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date for the termination or
reduction of any Commitment, without the written consent of each Lender affected
thereby, (iv) change Section 2.22 (b) or (c) in a manner that would alter the
pro rata sharing of payments required thereby , without the written consent of
each Lender, (v) change any of the provisions of this Section or the definition
of "Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders which are required to waive, amend or modify any rights
hereunder or make any determination or grant any consent hereunder, without the
consent of each Lender; (vi) release any guarantor or limit the liability of any
such guarantor under any guaranty agreement, without the written consent of each
Lender; (vii) release all or substantially all collateral (if any) securing any
of the Obligations or agree to subordinate any Lien in such collateral to any
other creditor of the Borrower or any Subsidiary, without the written consent of
each Lender; provided further, that no such agreement shall amend, modify or
otherwise affect the rights, duties or obligations of the Administrative Agent,
the Swingline Bank or the Issuing Bank without the prior written consent of such
Person.


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<PAGE>

            Section 10.3. Expenses; Indemnification.

            (a) The Borrower shall pay (i) all reasonable, out-of-pocket costs
and expenses of the Administrative Agent and its Affiliates, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent and its Affiliates, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents and any amendments, modifications or waivers thereof (whether or not
the transactions contemplated in this Agreement or any other Loan Document shall
be consummated), (ii) all reasonable out-of-pocket expenses incurred by the
Issuing Bank in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all
reasonable out-of-pocket costs and expenses (including, without limitation, the
reasonable fees, charges and disbursements of outside counsel) incurred by the
Administrative Agent, the Issuing Bank or any Lender in connection with the
enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made or
any Letters of Credit issued hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit.

            (b) The Borrower shall indemnify the Administrative Agent, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing
(each, an "Indemnitee") against, and hold each of them harmless from, any and
all costs, losses, liabilities, claims, damages and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee, which may
be incurred by or asserted against any Indemnitee arising out of, in connection
with or as a result of (i) the execution or delivery of this Agreement or any
other agreement or instrument contemplated hereby, the performance by the
parties hereto of their respective obligations hereunder or the consummation of
any of the transactions contemplated hereby, (ii) any Loan or Letter of Credit
or any actual or proposed use of the proceeds therefrom (including any refusal
by the Issuing Bank to honor a demand for payment under a Letter of Credit if
the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence
or release of Hazardous Materials on or from any property owned by the Borrower
or any Subsidiary or any Environmental Liability related in any way to the
Borrower or any Subsidiary or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided, that the Borrower shall not be obligated to indemnify
any Indemnitee for any of the foregoing arising out of such Indemnitee's gross
negligence or willful misconduct as determined by a court of competent
jurisdiction in a final and nonappealable judgment. No Indemnitee shall be
liable for any damages arising from the use by others of information or others
obtained through internet, Intralinks(R), or other similar transmission services
in connection with this Agreement.

            (c) The Borrower shall pay, and hold the Administrative Agent and
each of the Lenders harmless from and against, any and all present and future
stamp, documentary, and other similar taxes with respect to this Agreement and
any other Loan Documents, any collateral described therein, or any payments due
thereunder, and save the Administrative Agent and each Lender harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission to pay such taxes.


                                       69
<PAGE>

            (d) To the extent that the Borrower fails to pay any amount required
to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender
under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be, such Lender's Pro Rata Share (determined as of the time that the
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided, that the unreimbursed expense or indemnified payment, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent, the Issuing Bank or the Swingline Lender in
its capacity as such.

            (e) To the extent permitted by applicable law, the Borrower shall
not assert, and hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to actual or direct damages) arising out of, in connection with or as a
result of, this Agreement or any agreement or instrument contemplated hereby,
the transactions contemplated therein, any Loan or any Letter of Credit or the
use of proceeds thereof.

            (f) All amounts due under this Section shall be payable promptly
after written demand therefor.

            Section 10.4. Successors and Assigns.

            (a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

            (b) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment of the entire remaining amount of the
assigning Lender's Commitment and the Loans at the time owing to it or in the
case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund
with respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $1,000,000, unless each of the Administrative Agent and, so
long as no Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or
delayed), (ii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and obligations under
this Agreement with respect to the Loan or the Commitment assigned and (iii) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Acceptance, together with a processing and recordation fee of
$1,000, and the Eligible Assignee, if it shall not be a Lender, shall deliver to


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<PAGE>

the Administrative Agent an Administrative Questionnaire. Upon (i) the execution
and delivery of the Assignment and Acceptance by the assigning Lender and
assignee Lender, (ii) acceptance and recording thereof by the Administrative
Agent pursuant to paragraph (c) of this Section, (iii) acceptance thereof from
the Borrower to the extent required pursuant to this clause (b) and (iv) if such
assignee Lender is a Foreign Lender, compliance by such Person with Section
2.21(e), from and after the effective date specified in each Assignment and
Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Acceptance, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.19, 2.20, 2.21 and 10.3. Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (d) of
this Section.

            (c) The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at one of its offices in Atlanta, Georgia
a copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall be
conclusive absent manifest error, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary.

            (d) Any Lender may, without the consent of, or notice to, the
Borrower, the Administrative Agent, the Swingline Bank or the Issuing Bank sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent, the Swingline Bank, the Issuing Bank and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver with respect to the following to the extent affecting
such Participant: (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the date fixed for any payment of any principal of, or interest on, any
Loan or LC Disbursement or interest thereon or any fees hereunder or reduce the
amount of, waive or excuse any such payment, or postpone the scheduled date for
the termination or reduction of any Commitment, without the written consent of
each Lender


                                       71
<PAGE>

affected thereby, (iv) change Section 2.22(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby , without the written
consent of each Lender, (v) change any of the provisions of this Section or the
definition of "Required Lenders" or any other provision hereof specifying the
number or percentage of Lenders which are required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the consent of each Lender; (vi) release any guarantor or limit the
liability of any such guarantor under any guaranty agreement without the written
consent of each Lender except to the extent such release is expressly provided
under the terms of the Guaranty Agreement; or (vii) release all or substantially
all collateral (if any) securing any of the Obligations. Subject to paragraph
(e) of this Section, the Borrower agrees that each Participant shall be entitled
to the benefits of Sections 2.19, 2.20, and 2.21 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to paragraph
(b) of this Section. To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 10.7 as though it were a Lender, provided
such Participant agrees to be subject to Section 10.7 as though it were a
Lender.

            (e) A Participant shall not be entitled to receive any greater
payment under Section 2.19 and Section 2.21 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made
with the Borrower's prior written consent. A Participant that would be a Foreign
Lender if it were a Lender shall not be entitled to the benefits of Section 2.21
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.21(e) as though it were a Lender.

            (f) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including without limitation any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

            Section 10.5. Governing Law; Jurisdiction; Consent to Service of
Process.

            (a) This Agreement and the other Loan Documents shall be construed
in accordance with and be governed by the law (without giving effect to the
conflict of law principles thereof) of the State of Georgia.

            (b) The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the non-exclusive jurisdiction of the United States
District Court of the Northern District of Georgia, and of any state court of
the State of Georgia located in Fulton County and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this
Agreement or any other Loan Document or the transactions contemplated hereby or
thereby, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such
Georgia state court or, to the extent permitted by applicable law, such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by


                                       72
<PAGE>

suit on the judgment or in any other manner provided by law. Nothing in this
Agreement or any other Loan Document shall affect any right that the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or any other Loan Document
against the Borrower or its properties in the courts of any jurisdiction.

            (c) The Borrower irrevocably and unconditionally waives any
objection which it may now or hereafter have to the laying of venue of any such
suit, action or proceeding described in paragraph (b) of this Section and
brought in any court referred to in paragraph (b) of this Section. Each of the
parties hereto irrevocably waives, to the fullest extent permitted by applicable
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

            (d) Each party to this Agreement irrevocably consents to the service
of process in the manner provided for notices in Section 10.1. Nothing in this
Agreement or in any other Loan Document will affect the right of any party
hereto to serve process in any other manner permitted by law.

            Section 10.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

            Section 10.7. Right of Setoff. In addition to any rights now or
hereafter granted under applicable law and not by way of limitation of any such
rights, each Lender and the Issuing Bank shall have the right, at any time or
from time to time upon the occurrence and during the continuance of an Event of
Default, without prior notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent permitted by applicable law, to set off and
apply against all deposits (general or special, time or demand, provisional or
final) of the Borrower at any time held or other obligations at any time owing
by such Lender and the Issuing Bank to or for the credit or the account of the
Borrower against any and all Obligations held by such Lender or the Issuing
Bank, as the case may be, irrespective of whether such Lender or the Issuing
Bank shall have made demand hereunder and although such Obligations may be
unmatured. Each Lender and the Issuing Bank agree promptly to notify the
Administrative Agent and the Borrower after any such set-off and any application
made by such Lender and the Issuing Bank, as the case may be; provided, that the
failure to give such notice shall not affect the validity of such set-off and
application. Each Lender and the Issuing Bank agrees to apply all amounts
collected from any such set-off to the Obligations before applying such amounts
to any


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other Indebtedness or other obligations owed by the Borrower and any of its
Subsidiary to such Lender or Issuing Bank.

            Section 10.8. Counterparts; Integration. This Agreement may be
executed by one or more of the parties to this Agreement on any number of
separate counterparts (including by telecopy), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. This
Agreement, the Fee Letter, the other Loan Documents, and any separate letter
agreement(s) relating to any fees payable to the Administrative Agent constitute
the entire agreement among the parties hereto and thereto regarding the subject
matters hereof and thereof and supersede all prior agreements and
understandings, oral or written, regarding such subject matters.

            Section 10.9. Survival. All covenants, agreements, representations
and warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any Loans
and issuance of any Letters of Credit, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the
Administrative Agent, the Issuing Bank or any Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated. The provisions of Sections 2.19, 2.20, 2.21, and 10.3 and Article
IX shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the
Commitments or the termination of this Agreement or any provision hereof. All
representations and warranties made herein, in the certificates, reports,
notices, and other documents delivered pursuant to this Agreement shall survive
the execution and delivery of this Agreement and the other Loan Documents, and
the making of the Loans and the issuance of the Letters of Credit.

            Section 10.10. Severability. Any provision of this Agreement or any
other Loan Document held to be illegal, invalid or unenforceable in any
jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of
such illegality, invalidity or unenforceability without affecting the legality,
validity or enforceability of the remaining provisions hereof or thereof; and
the illegality, invalidity or unenforceability of a particular provision in a
particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.

            Section 10.11. Confidentiality. Each of the Administrative Agent,
the Issuing Bank and each Lender agrees to take normal and reasonable
precautions to maintain the confidentiality of any information designated in
writing as confidential and provided to it by the Borrower or any Subsidiary,
except that such information may be disclosed (i) to any Related Party of the
Administrative Agent, the Issuing Bank or any such Lender, including without
limitation accountants, legal counsel and other advisors, (ii) to the extent
required by applicable laws or regulations or by any subpoena or similar legal
process, (iii) to the extent requested by any regulatory agency or authority,
(iv) to the extent that such information becomes publicly available other than
as a result of a breach of this Section, or which becomes available to the


                                       74
<PAGE>

Administrative Agent, the Issuing Bank, any Lender or any Related Party of any
of the foregoing on a non-confidential basis from a source other than the
Borrower, (v) in connection with the exercise of any remedy hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, and (ix) subject to provisions substantially similar to this
Section 10.11, to any actual or prospective assignee or Participant, or (vi)
with the consent of the Borrower. Any Person required to maintain the
confidentiality of any information as provided for in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
information as such Person would accord its own confidential information.

            Section 10.12. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which may be treated as
interest on such Loan under applicable law (collectively, the "Charges"), shall
exceed the maximum lawful rate of interest (the "Maximum Rate") which may be
contracted for, charged, taken, received or reserved by a Lender holding such
Loan in accordance with applicable law, the rate of interest payable in respect
of such Loan hereunder, together with all Charges payable in respect thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Rate to
the date of repayment, shall have been received by such Lender.

            Section 10.13. Waiver of Effect of Corporate Seal. The Borrower
represents and warrants that neither it nor any other Loan Party is required to
affix its corporate seal to this Agreement or any other Loan Document pursuant
to any requirement of law or regulation, agrees that this Agreement shall be
deemed delivered by Borrower under seal and waives any shortening of the statute
of limitations that may result from not affixing the corporate seal to this
Agreement or such other Loan Documents.

                  (remainder of page left intentionally blank)


                                       75
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed under seal in the case of the Borrower by their respective
authorized officers as of the day and year first above written.

                               HUGHES SUPPLY, INC.

                               By:_________________________________________L.S.
                               Name: Jeffrey Leonard
                               Title: Treasurer


                               SUNTRUST BANK, as Administrative Agent, as
                               Issuing Bank, as Swingline Lender and as a Lender

                               By:______________________________________________
                               Name: William C. Barr, III
                               Title: Director

                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]

<PAGE>

                                        WACHOVIA BANK, N.A.,
                                        as Syndication Agent and as a Lender


                                        By__________________________________
                                        Name:
                                        Title:

                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]

<PAGE>

                                        SOUTHTRUST BANK,
                                        as Documentation Agent and as a Lender


                                        By__________________________________
                                        Name:
                                        Title:

                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]

<PAGE>

                                        BANK OF AMERICA, N.A.,
                                        as a Lender


                                        By__________________________________
                                        Name:
                                        Title:

                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]

<PAGE>

                                        PNC BANK, NATIONAL ASSOCIATION,
                                        as a Lender


                                        By__________________________________
                                        Name:
                                        Title:

                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]

<PAGE>

                                        THE FIFTH THIRD BANK,
                                        as a Lender


                                        By__________________________________
                                        Name:
                                        Title:

                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]

<PAGE>

                                        WELLS FARGO BANK, NATIONAL
                                        ASSOCIATION, as a Lender


                                        By__________________________________
                                        Name:
                                        Title:

                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]

<PAGE>

                                        US BANK, NATIONAL ASSOCIATION,
                                        as a Lender


                                        By__________________________________
                                        Name:
                                        Title:

                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]

<PAGE>

                                        ISRAEL DISCOUNT BANK OF NEW YORK,
                                        as a Lender


                                        By__________________________________
                                        Name:
                                        Title:

                 [SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT]

<PAGE>

                                     ANNEX I

                              Revolving Commitments

-------------------------------------------------------------------------------
     Institution                          Title                      Commitment
-------------------------------------------------------------------------------
SunTrust Bank                      Administrative Agent           $ 60,000,000
-------------------------------------------------------------------------------
Wachovia                            Syndication Agent               50,000,000
-------------------------------------------------------------------------------
SouthTrust                         Documentation Agent              30,000,000
-------------------------------------------------------------------------------
Bank of America                                                     30,000,000
-------------------------------------------------------------------------------
PNC                                                                 25,000,000
-------------------------------------------------------------------------------
Fifth Third                                                         17,500,000
-------------------------------------------------------------------------------
U.S. Bank                                                           15,000,000
-------------------------------------------------------------------------------
Wells Fargo                                                         15,000,000
-------------------------------------------------------------------------------
Israel Discount Bank                                                10,000,000
-------------------------------------------------------------------------------
     Total                                                        $252,500,000
-------------------------------------------------------------------------------

<PAGE>

                                   Schedule I

                   APPLICABLE MARGIN AND APPLICABLE PERCENTAGE

--------------------------------------------------------------------------------
                                                           Applicable
                                                          Percentage for
   Pricing          Leverage           Applicable          Commitment
    Level            Ratio               Margin                Fee
--------------------------------------------------------------------------------
      I        Less than               0.75% per            0.15% per
               0.35:1.00                  annum               annum
--------------------------------------------------------------------------------
     II        Greater than or
               equal to                0.875% per           0.20% per
               0.35:1.00 but             annum                annum
               less than
               0.40:1.00
--------------------------------------------------------------------------------
     III       Greater than or
               equal to                1.00% per            0.25% per
               0.40:1.00 but             annum                annum
               less than
               0.45:1.00
--------------------------------------------------------------------------------
     IV        Greater than or
               equal to                1.125% per           0.25% per
               0.45:1.00 but             annum                annum
               less than
               0.50:1.00
--------------------------------------------------------------------------------
      V        Greater than or
               equal to                1.375% per           0.30% per
               0.50:1.00                 annum                annum
--------------------------------------------------------------------------------

<PAGE>

                                    EXHIBIT A

                          FORM OF REVOLVING CREDIT NOTE

$__________                                                     Atlanta, Georgia

                                                                  March 26, 2003

      FOR VALUE RECEIVED, the undersigned, HUGHES SUPPLY, INC. a Florida
corporation (the "Borrower"), hereby promises to pay to [Name of Lender] (the
"Lender") or its registered assigns, at the office of SunTrust Bank ("SunTrust")
at 303 Peachtree St., N.E., Atlanta, Georgia 30308, on the Revolving Commitment
Termination Date (as defined in the Revolving Credit Agreement dated as of March
26, 2003, (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Lenders from time to time party thereto and SunTrust as the Administrative Agent
for the Lenders), the lesser of the principal sum of [Amount of such Lender's
Revolving Commitment] and the aggregate unpaid principal amount of all Revolving
Loans made by the Lender to the Borrower pursuant to the Credit Agreement, in
lawful money of the United States of America in immediately available funds, and
to pay interest from the date hereof on the principal amount thereof from time
to time outstanding, in like funds, at said office, at the rate or rates per
annum and payable on such dates as provided in the Credit Agreement. In
addition, should legal action or an attorney-at-law be utilized to collect any
amount due hereunder, the Borrower further promises to pay all costs of
collection, including the reasonable attorneys' fees of the Lender actually
incurred.

      Upon the occurrence of an Event of Default, the Borrower promises to pay
interest, on demand, at a rate or rates provided in the Credit Agreement.

      All borrowings evidenced by this Revolving Credit Note and all payments
and prepayments of the principal hereof and the date thereof shall be endorsed
by the holder hereof on the schedule attached hereto and made a part hereof or
on a continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; provided, that the
failure of the holder hereof to make such a notation or any error in such
notation shall not affect the obligations of the Borrower to make the payments
of principal and interest in accordance with the terms of this Revolving Credit
Note and the Credit Agreement.

      This Revolving Credit Note is issued in connection with, and is entitled
to the benefits of, the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, for prepayment of the principal hereof prior to the maturity
hereof and for the amendment or waiver of certain provisions of the Credit
Agreement, all upon the terms and conditions therein specified. THIS REVOLVING
CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


                                      A-2
<PAGE>

                                       HUGHES SUPPLY, INC. a Florida corporation


                                       By:______________________________________
                                          Name:
                                          Title:


                                      A-3
<PAGE>

                               LOANS AND PAYMENTS

--------------------------------------------------------------------------------
                                            Unpaid Principal      Name of Person
              Amount and     Payments of       Balance of             Making
    Date     Type of Loan     Principal           Note               Notation
    ----     ------------     ---------           ----               --------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                                      A-4
<PAGE>

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                                      A-5
<PAGE>

                                    EXHIBIT B

                              COMPETITIVE BID NOTE

$50,000,000                                                     Atlanta, Georgia

                                                                  March 26, 2003

      FOR VALUE RECEIVED, the undersigned, HUGHES SUPPLY, INC. a Florida
corporation (the "Borrower"), hereby promises to pay to [Name of Lender] (the
"Lender") or its registered assigns, at the office of SunTrust Bank ("SunTrust")
at 303 Peachtree Street, N.E., Atlanta, Georgia 30308, or at such other place as
the holder hereof may designate in writing to the Borrower, on the Revolving
Commitment Termination Date (as defined in the Revolving Credit Agreement dated
as of March 26, 2003 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the Lenders from time to time party thereto and SunTrust, as
Administrative Agent for the Lenders), the lesser of the principal sum of FIFTY
MILLION AND 00/100 DOLLARS ($50,000,000) and the aggregate unpaid principal
amount of all Competitive Bid Loans made by the Lender to the Borrower pursuant
to the Credit Agreement, in lawful money of the United States of America in
immediately available funds, and to pay interest from the date hereof on the
principal amount thereof from time to time outstanding, in like funds, at said
office, at the rate or rates per annum and payable on such dates as provided in
the Credit Agreement. In addition, should legal action or an attorney-at-law be
utilized to collect any amount due hereunder, the Borrower further promises to
pay all costs of collection, including the reasonable attorneys' fees of the
Lender actually incurred.

      Upon the occurrence of an Event of Default, the Borrower promises to pay
interest, on demand, at the Default Rate (as defined in the Credit Agreement) on
the terms and conditions set forth in the Credit Agreement.

      All borrowings evidenced by this Competitive Bid Note and all payments and
prepayments of the principal hereof and the date thereof shall be endorsed by
the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof, or
otherwise recorded by such holder in its internal records; provided, that the
failure of the holder hereof to make such a notation or any error in such
notation shall not affect the obligations of the Borrower to make the payments
of principal and interest in accordance with the terms of this Competitive Bid
Note and the Credit Agreement.

      This Competitive Bid Note is issued in connection with, and is entitled to
the benefits of, the Credit Agreement which, among other things, contains
provisions for the acceleration of the maturity hereof upon the happening of
certain events, for prepayment of the principal hereof prior to the maturity
hereof and for the amendment or waiver of certain provisions of the Credit
Agreement, all upon the terms and conditions therein specified.


                                      B-1
<PAGE>

THIS COMPETITIVE BID NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.

                                       HUGHES SUPPLY, INC. a Florida corporation


                                       By:______________________________________
                                          Name:
                                          Title:


                                      B-2
<PAGE>

                               LOANS AND PAYMENTS

--------------------------------------------------------------------------------
                                            Unpaid Principal      Name of Person
              Amount and     Payments of       Balance of             Making
    Date     Type of Loan     Principal           Note               Notation
    ----     ------------     ---------           ----               --------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                                      B-3
<PAGE>


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                                      B-4
<PAGE>

                                    EXHIBIT C

                             FORM OF SWINGLINE NOTE

$10,000,000                                                     Atlanta, Georgia

                                                                  March 26, 2003

      FOR VALUE RECEIVED, the undersigned, HUGHES SUPPLY, INC. a Florida
corporation (the "Borrower"), hereby promises to pay to SunTrust Bank (the
"Swingline Lender") or its registered assigns, at the office of the Swingline
Lender at 303 Peachtree St., N.E., Atlanta, Georgia 30308, on the Revolving
Commitment Termination Date (as defined in the Revolving Credit Agreement dated
as of March 26, 2003 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the Lenders from time to time party thereto and SunTrust, as
Administrative Agent for the Lenders), the lesser of the principal sum of TEN
MILLION AND 00/100 DOLLARS ($10,000,000) or the aggregate unpaid principal
amount of all Swingline Loans made by the Swingline Lender to the Borrower
pursuant to the Credit Agreement, in lawful money of the United States of
America in immediately available funds, and to pay interest from the date hereof
on the principal amount thereof from time to time outstanding, in like funds, at
said office, at the rate or rates per annum and payable on such dates as
provided in the Credit Agreement. In addition, should legal action or an
attorney-at-law be utilized to collect any amount due hereunder, the Borrower
further promises to pay all costs of collection, including the reasonable
attorneys' fees of the Swingline Lender actually incurred.

      Upon the occurrence of an Event of Default, the Borrower promises to pay
interest, on demand, at the Default Rate (as defined in the Credit Agreement) on
the terms and conditions set forth in the Credit Agreement.

      All borrowings evidenced by this Swingline Note and all payments and
prepayments of the principal hereof and the date thereof shall be endorsed by
the holder hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof, or
otherwise recorded by such holder in its internal records; provided, that the
failure of the holder hereof to make such a notation or any error in such
notation shall not affect the obligations of the Borrower to make the payments
of principal and interest in accordance with the terms of this Swingline Note
and the Credit Agreement.


                                      C-1
<PAGE>

      This Swingline Note is issued in connection with, and is entitled to the
benefits of, the Credit Agreement which, among other things, contains provisions
for the acceleration of the maturity hereof upon the happening of certain
events, for optional and mandatory prepayment of the principal hereof prior to
the maturity hereof and for the amendment or waiver of certain


                                      C-2
<PAGE>

provisions of the Credit Agreement, all upon the terms and conditions therein
specified. THIS SWINGLINE NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF GEORGIA AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA.

                                      HUGHES SUPPLY, INC. a Florida corporation


                                      By:______________________________________
                                         Name:
                                         Title:


                                      C-3
<PAGE>

                               LOANS AND PAYMENTS

--------------------------------------------------------------------------------
                                            Unpaid Principal      Name of Person
              Amount and     Payments of       Balance of             Making
    Date     Type of Loan     Principal           Note               Notation
    ----     ------------     ---------           ----               --------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                                      C-4
<PAGE>

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                                      C-5
<PAGE>

                                    EXHIBIT D

                                     FORM OF

                            ASSIGNMENT AND ACCEPTANCE

                                                           [Date to be supplied]

      Reference is made to the Revolving Credit Agreement dated as of March 26,
2003 (as amended and in effect on the date hereof, the "Credit Agreement"),
among HUGHES SUPPLY, INC. a Florida corporation, the Lenders from time to time
party thereto and SunTrust Bank, as Administrative Agent for the Lenders. Terms
defined in the Credit Agreement are used herein with the same meanings.

      The Assignor hereby sells and assigns, without recourse, to the Assignee
designated below, and the Assignee hereby purchases and assumes, without
recourse, from the Assignor, effective as of the Assignment Date set forth
below, the interests set forth below (the "Assigned Interest") in the Assignor's
rights and obligations under the Credit Agreement, including, without
limitation, the interests set forth below in the Revolving Commitment of the
Assignor on the Assignment Date and Revolving Loans owing to the Assignor which
are outstanding on the Assignment Date, together with the participations in the
LC Exposure and the Swingline Exposure of the Assignor on the Assignment Date,
but excluding accrued interest and fees to and excluding the Assignment Date.
The Assignee hereby acknowledges receipt of a copy of the Credit Agreement. From
and after the Assignment Date, (i) the Assignee shall be a party to and be bound
by the provisions of the Credit Agreement and, to the extent of the Assigned
Interest, have the rights and obligations of a Lender thereunder, and (ii) the
Assignor shall, to the extent of the Assigned Interest, relinquish its rights
and be released from its obligations under the Credit Agreement.

      This Assignment and Acceptance is being delivered to the Administrative
Agent together with (i) if the Assignee is a Foreign Lender, any documentation
required to be delivered by the Assignee pursuant to Section 2.21(e) of the
Credit Agreement, duly completed and executed by the Assignee, and (ii) if the
Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed
by the Assignee. The Assignee shall pay the processing and recordation fee
payable to the Administrative Agent pursuant to Section 10.4(b) of the Credit
Agreement.

      This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of Georgia.


                                      D-1
<PAGE>

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective Date of Assignment:

("Assignment Date"):

<TABLE>
<CAPTION>
                                                      Percentage Assigned of Revolving
                                                    Commitment (set forth, to at least 8
                                                      decimals, as a percentage of the
                             Principal Amount      aggregate Revolving Commitments of all
        Facility                Assigned                     Lenders thereunder)
        --------                --------                     -------------------
<S>                                <C>                                 <C>
 Revolving Commitment:             $                                   %
</TABLE>


                                      D-2
<PAGE>

The terms set forth above are hereby agreed to:

                                                [Name of Assignor], as Assignor

                                                By:_____________________________
                                                Name:
                                                Title:


                                                [Name of Assignee], as Assignee

                                                By:_____________________________
                                                Name:
                                                Title:

The undersigned hereby consents to the within assignment:(1)

HUGHES SUPPLY, INC.                          SUNTRUST BANK, as

a Florida corporation                        Administrative Agent:


By:_______________________________           By:________________________________
   Name:                                        Name:
   Title:                                       Title:


                                      D-3
<PAGE>

                                             SUNTRUST BANK, as
                                             Issuing Bank:

                                             By:________________________________
                                                Name:
                                                Title:

----------
(1)   Consents to be included to the extent required by Section 10.4(b) of the
      Credit Agreement.


                                      D-4
<PAGE>

                                    EXHIBIT E

                                     FORM OF

                          SUBSIDIARY GUARANTY AGREEMENT

                  THIS SUBSIDIARY GUARANTY AGREEMENT dated as of March 26, 2003,
executed by each of the Subsidiaries of Hughes Supply, Inc., a Florida
corporation (the "Borrower") listed on Schedule I attached hereto (each such
subsidiary individually, a "Guarantor" and collectively, the "Guarantors"), in
favor of SunTrust Bank, a Georgia banking corporation, as administrative agent
(the "Administrative Agent") for the Lenders (as defined in the Credit Agreement
referred to below).

                  Reference is made to the Revolving Credit Agreement dated as
of March 26, 2003 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among the Borrower, the Lenders from time
to time party thereto and SunTrust Bank, as administrative agent for the Lenders
(in such capacity, the "Administrative Agent"), Swingline Lender and Issuing
Bank (in such capacity, the "Issuing Bank"). Capitalized terms used herein and
not defined herein shall have the meanings assigned to such terms in the Credit
Agreement.

                  The Lenders have agreed to make Loans to the Borrower, and the
Issuing Bank has agreed to issue Letters of Credit for the account of the
Borrower, pursuant to, and upon the terms and subject to the conditions
specified in, the Credit Agreement. Each of the Guarantors is a direct or
indirect wholly-owned Subsidiary of the Borrower and acknowledges that it will
derive substantial benefit from the making of the Loans by the Lenders and the
issuance of the Letters of Credit by the Issuing Bank. The obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are
conditioned on, among other things, the execution and delivery by the Guarantors
of a Subsidiary Guaranty Agreement in the form hereof. As consideration therefor
and in order to induce the Lenders to make Loans and the Issuing Bank to issue
Letters of Credit, the Guarantors are willing to execute this Subsidiary
Guaranty Agreement.

                  Accordingly, the parties hereto agree as follows:

            Section 1. Guaranty. Each Guarantor unconditionally guarantees,
jointly with the other Guarantors and severally, as a primary obligor and not
merely as a surety, (a) the due and punctual payment of (i) the principal of and
premium, if any, and interest (including interest accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) on the Loans,
when and as due, whether at maturity, by acceleration, upon one or more dates
set for prepayment or otherwise, (ii) each payment required to be made by the
Borrower under the Credit Agreement in respect of any Letter of Credit, when and
as due, including payments in respect of reimbursement or disbursements,
interest thereon and obligations to provide cash collateral, and (iii) all other
monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Loan Parties to the Administrative Agent
and the Lenders under the Credit Agreement and the other Loan Documents, (b) the
due and punctual performance of all covenants, agreements, obligations and
liabilities of the Loan Parties under or pursuant to the Credit Agreement and
the other Loan Documents; and (c) the due and punctual payment and performance
of all obligations of the


                                      E-1
<PAGE>

Borrower, monetary or otherwise, under each Hedging Transaction entered into
with a counterparty that was a Lender or an Affiliate of a Lender at the time
such Hedging Transaction was entered into (all the monetary and other
obligations referred to in the preceding clauses (a) through (c) being
collectively called the "Obligations"). Each Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part, without notice to
or further assent from it, and that it will remain bound by this Guaranty
notwithstanding any extension or renewal of any Obligation.

      Section 2. Obligations Not Waived. To the fullest extent permitted by
applicable law, each Guarantor waives presentment to, demand of payment from and
protest to the Borrower of any of the Obligations, and also waives notice of
acceptance of its Guaranty and notice of protest for nonpayment. To the fullest
extent permitted by applicable law, the obligations of each Guarantor hereunder
shall not be affected by (a) the failure of the Administrative Agent or any
Lender to assert any claim or demand or to enforce or exercise any right or
remedy against the Borrower or any other Guarantor under the provisions of the
Credit Agreement, any other Loan Document or otherwise, (b) any rescission,
waiver, amendment or modification of, or any release from any of the terms or
provisions of, this Agreement, any other Loan Document, any Guaranty or any
other agreement, including with respect to any other Guarantor under this
Agreement, or (c) the failure to perfect any security interest in, or the
release of, any of the security held by or on behalf of the Administrative Agent
or any Lender.

      Section 3. Guaranty of Payment. Each Guarantor further agrees that its
Guaranty constitutes a Guaranty of payment when due and not of collection, and
waives any right to require that any resort be had by the Administrative Agent
or any Lender to any of the security held for payment of the Obligations or to
any balance of any deposit account or credit on the books of the Administrative
Agent or any Lender in favor of the Borrower or any other person.

      Section 4. No Discharge or Diminishment of Guaranty. The obligations of
each Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason (other than the indefeasible payment in
full in cash of the Obligations), including any claim of waiver, release,
surrender, alteration or compromise of any of the Obligations, and shall not be
subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by the failure of the Administrative Agent or any Lender to
assert any claim or demand or to enforce any remedy under the Credit Agreement,
any other Loan Document or any other agreement, by any waiver or modification of
any provision of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the Obligations, or by any other act or
omission that may or might in any manner or to any extent vary the risk of any
Guarantor or that would otherwise operate as a discharge of each Guarantor as a
matter of law or equity (other than the indefeasible payment in full in cash of
all the Obligations).

      Section 5. Defenses of Borrower Waived. To the fullest extent permitted by
applicable law, each Guarantor waives any defense based on or arising out of any
defense of the Borrower or the unenforceability of the Obligations or any part
thereof from any cause, or the cessation from any cause of the liability of the
Borrower, other than the final and indefeasible payment in full in cash of the
Obligations. The Administrative Agent and the Lenders may, at their election,
foreclose on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of
foreclosure, compromise or adjust any part of the Obligations, make any other
accommodation with the Borrower or any other guarantor, without affecting or
impairing in any way the liability of any Guarantor hereunder except to the
extent the Obligations have been fully, finally and indefeasibly paid in cash.
Pursuant to applicable law, each Guarantor waives any defense arising out of any
such election even though such election operates, pursuant to applicable law, to
impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of such Guarantor against the Borrower or any other Guarantor or
guarantor, as the case may be, or any security.

      Section 6. Agreement to Pay; Subordination. In furtherance of the
foregoing and not in limitation of any other right that the Administrative Agent
or any Lender has at law or in equity against any Guarantor by virtue


                                      E-2
<PAGE>

hereof, upon the failure of the Borrower or any other Loan Party to pay any
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Administrative
Agent for the benefit of the Lenders in cash the amount of such unpaid
Obligations. Upon payment by any Guarantor of any sums to the Administrative
Agent, all rights of such Guarantor against the Borrower arising as a result
thereof by way of right of subrogation, contribution, reimbursement, indemnity
or otherwise shall in all respects be subordinate and junior in right of payment
to the prior indefeasible payment in full in cash of all the Obligations. In
addition, any indebtedness of the Borrower now or hereafter held by any
Guarantor is hereby subordinated in right of payment to the prior payment in
full in cash of the Obligations. If any amount shall erroneously be paid to any
Guarantor on account of (i) such subrogation, contribution, reimbursement,
indemnity or similar right or (ii) any such indebtedness of the Borrower, such
amount shall be held in trust for the benefit of the Administrative Agent and
the Lenders and shall forthwith be paid to the Administrative Agent to be
credited against the payment of the Obligations, whether matured or unmatured,
in accordance with the terms of the Loan Documents.

      Section 7. Information. Each Guarantor assumes all responsibility for
being and keeping itself informed of the Borrower's financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Obligations and the nature, scope and extent of the risks that such
Guarantor assumes and incurs hereunder, and agrees that none of the
Administrative Agent or the Lenders will have any duty to advise any of the
Guarantors of information known to it or any of them regarding such
circumstances or risks.

      Section 8. Representations and Warranties. Each Guarantor represents and
warrants as to itself that all representations and warranties relating to it (as
a Subsidiary of the Borrower) contained in the Credit Agreement are true and
correct.

      Section 9. Termination. The guarantees made hereunder (a) shall terminate
when all the Obligations have been paid in full in cash and the Lenders have no
further commitment to lend under the Credit Agreement, the LC Exposure has been
reduced to zero and the Issuing Bank has no further obligation to issue Letters
of Credit under the Credit Agreement and (b) shall continue to be effective or
be reinstated, as the case may be, if at any time payment, or any part thereof,
of any Obligation is rescinded or must otherwise be restored by any Lender or
any Guarantor upon the bankruptcy or reorganization of the Borrower, any
Guarantor or otherwise. In connection with the foregoing, the Administrative
Agent shall execute and deliver to such Guarantor or Guarantor's designee, at
such Guarantor's expense, any documents or instruments which such Guarantor
shall reasonably request from time to time to evidence such termination and
release.

      Section 10. Binding Effect; Several Agreement; Assignments. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Guarantors that are contained in
this Agreement shall bind and inure to the benefit of each party hereto and
their respective successors and assigns. This Agreement shall become effective
as to any Guarantor when a counterpart hereof executed on behalf of such
Guarantor shall have been delivered to the Administrative Agent, and a
counterpart hereof shall have been executed on behalf of the Administrative
Agent, and thereafter shall be binding upon such Guarantor and the
Administrative Agent and their respective successors and assigns, and shall
inure to the benefit of such Guarantor, the Administrative Agent and the
Lenders, and their respective successors and assigns, except that no Guarantor
shall have the right to assign its rights or obligations hereunder or any
interest herein (and any such attempted assignment shall be void). If all of the
capital stock of a Guarantor is sold, transferred or otherwise disposed of
pursuant to a transaction permitted by the Credit Agreement, such Guarantor
shall be released from its obligations under this Agreement without further
action. This Agreement shall be construed as a separate agreement with respect
to each Guarantor and may be amended, modified, supplemented, waived or released
with respect to any Guarantor without the approval of any other Guarantor and
without affecting the obligations of any other Guarantor hereunder.

      Section 11. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent in exercising any power or right hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right


                                      E-3
<PAGE>

or power, or any abandonment or discontinuance of steps to enforce such a right
or power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights of the Administrative Agent hereunder and of
the Lenders under the other Loan Documents are cumulative and are not exclusive
of any rights or remedies that they would otherwise have. No waiver of any
provision of this Agreement or consent to any departure by any Guarantor
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver and consent shall be effective only in
the specific instance and for the purpose for which given. No notice or demand
on any Guarantor in any case shall entitle such Guarantor to any other or
further notice in similar or other circumstances.

      (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to a written agreement entered into between the
Guarantors with respect to which such waiver, amendment or modification relates
and the Administrative Agent, with the prior written consent of the Required
Lenders (except as otherwise provided in the Credit Agreement).

      Section 12. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

      Section 13. Notices. All communications and notices hereunder shall be in
writing and given as provided in Section 10.1 of the Credit Agreement. All
communications and notices hereunder to each Guarantor shall be given to it at
its address set forth on Schedule I attached hereto.

      Section 14. Survival of Agreement; Severability. (a) All covenants,
agreements representations and warranties made by the Guarantors herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or the other Loan Documents shall be considered to
have been relied upon by the Administrative Agent and the Lenders and shall
survive the making by the Lenders of the Loans and the issuance of the Letters
of Credit by the Issuing Bank regardless of any investigation made by any of
them or on their behalf, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any other fee or amount
payable under this Agreement or any other Loan Document are outstanding and
unpaid or the LC Exposure does not equal zero and as long as the Commitments
have not been terminated.

      (b) In the event one or more of the provisions contained in this Agreement
or in any other Loan Document should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

      Section 15. Counterparts. This Agreement may be executed in counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute a single contract (subject to Section 10), and shall become
effective as provided in Section 10. Delivery of an executed signature page to
this Agreement by facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this Agreement.

      Section 16. Terms. The definition of terms specified in Section 1.4 of the
Credit Agreement shall be applicable to this Agreement.

      Section 17. Jurisdiction; Consent to Service of Process. (a) Each
Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any Georgia State court or Federal
court of the United States of America sitting in Fulton County and any appellate
court from any thereof, in


                                      E-4
<PAGE>

any action or proceeding arising out of or relating to this Agreement or the
other Loan Documents, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in such Georgia State court or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent,
the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement or the other Loan Documents against any
Guarantor or its properties in the courts of any jurisdiction.

                  (b) Each Guarantor hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any Georgia State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

                  (c) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 13. Nothing in
this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

      Section 18. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.

      Section 19. Additional Subsidiaries. Pursuant to Section 5.10 of the
Credit Agreement, each Subsidiary Loan Party that was not in existence on the
date of the Credit Agreement is required to enter into this Agreement as a
Guarantor upon becoming a Subsidiary Loan Party. Upon execution and delivery
after the date hereof by the Administrative Agent and such Subsidiary of an
instrument in the form of Annex 1, such Subsidiary shall become a Guarantor
hereunder with the same force and effect as if originally named as a Guarantor
herein. The execution and delivery of any instrument adding an additional
Guarantor as a party to this Agreement shall not require the consent of any
other Guarantor hereunder. The rights and obligations of each Guarantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Guarantor as a party to this Agreement.

      Section 20. Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender and the Issuing Bank are hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other Indebtedness at any time owing by such
Lender or the Issuing Bank to or for the credit or the account of any Guarantor
against any or all the obligations of such Guarantor now or hereafter existing
under this Agreement and the other Loan Documents held by such Lender or the
Issuing Bank, irrespective of whether or not such Person shall have made any
demand under this Agreement or any other Loan Documents and although such
obligations may be unmatured. The rights of each Lender and the Issuing Bank
under this Section 20 are in addition to other rights and remedies (including
other rights of setoff) which such Lender or the Issuing Bank, as the case may
be, may have.


                                      E-5
<PAGE>

      Section 21. Savings Clause. (a) It is the intent of each Guarantor and the
Administrative Agent that each Guarantor's maximum obligations hereunder shall
be, but not in excess of:

                  (i) in a case or proceeding commenced by or against any
Guarantor under the provisions of Title 11 of the United States Code, 11 U.S.C.
ss.ss.101 et seq. (the "Bankruptcy Code") on or within one year from the date on
which any of the Obligations are incurred, the maximum amount which would not
otherwise cause the Obligations (or any other obligations of such Guarantor owed
to the Administrative Agent or the Lenders) to be avoidable or unenforceable
against such Guarantor under (i) Section 548 of the Bankruptcy Code or (ii) any
state fraudulent transfer or fraudulent conveyance act or statute applied in
such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or

 ARTICLE XI (ii) in a case or proceeding commenced by or against any Guarantor
 under the Bankruptcy Code subsequent to one year from the date on which any of
the Obligations are incurred, the maximum amount which would not otherwise cause
       the Obligations (or any other obligations of such Guarantor to the
 Administrative Agent or the Lenders) to be avoidable or unenforceable against
such Guarantor under any state fraudulent transfer or fraudulent conveyance act
 or statute applied in any such case or proceeding by virtue of Section 544 of
                            the Bankruptcy Code; or

ARTICLE XII (iii) in a case or proceeding commenced by or against any Guarantor
under any law, statute or regulation other than the Bankruptcy Code (including,
     without limitation, any other bankruptcy, reorganization, arrangement,
  moratorium, readjustment of debt, dissolution, liquidation or similar debtor
relief laws), the maximum amount which would not otherwise cause the Obligations
 (or any other obligations of such Guarantor to the Administrative Agent or the
Lenders) to be avoidable or unenforceable against such Guarantor under such law,
   statute or regulation including, without limitation, any state fraudulent
  transfer or fraudulent conveyance act or statute applied in any such case or
                                  proceeding.

  ARTICLE XIII (b) The substantive laws under which the possible avoidance or
unenforceability of the Obligations (or any other obligations of such Subsidiary
    Guarantor to the Guaranteed Parties) shall be determined in any case or
 proceeding shall hereinafter be referred to as the "Avoidance Provisions." To
  the extent set forth in Section 21(a) (i), (ii), and (iii), but only to the
  extent that the Obligations would otherwise be subject to avoidance or found
unenforceable under the Avoidance Provisions, if any Guarantor is not deemed to
have received valuable consideration, fair value or reasonably equivalent value
     for the Obligations, or if the Obligations would render such Guarantor
insolvent, or leave such Guarantor with an unreasonably small capital to conduct
    its business, or cause such Guarantor to have incurred debts (or to have
 intended to have incurred debts) beyond its ability to pay such debts as they
 mature, in each case as of the time any of the Obligations are deemed to have
  been incurred under the Avoidance Provisions and after giving effect to the
contribution by such Guarantor, the maximum Obligations for which such Guarantor
 shall be liable hereunder shall be reduced to that amount which, after giving
  effect thereto, would not cause the Obligations (or any other obligations of
such Guarantor to the Administrative Agent or the Lenders), as so reduced, to be
    subject to avoidance or unenforceability under the Avoidance Provisions.

ARTICLE XIV (c) This Section 21 is intended solely to preserve the rights of the
Administrative Agent and the Lenders hereunder to the maximum extent that would
   not cause the Obligations of such Guarantor to be subject to avoidance or
unenforceability under the Avoidance Provisions, and neither the Guarantors nor
any other Person shall have any right or claim under this Section 21 as against
  the Administrative Agent or Lenders that would not otherwise be available to
                  such Person under the Avoidance Provisions.


                                      E-6
<PAGE>

                            [Signature pages follow]


                                      E-7
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                             GUARANTORS:

Address:                           CAROLINA PUMP & SUPPLY CORP
                                   CHAD SUPPLY, INC.
20 North Orange Avenue             DOUGLAS LEONHARDT & ASSOCIATES, INC.
Suite 200                          ELECTRIC LABORATORIES AND SALES CORPORATION
Orlando, FL 32801                  GILLELAND CONCRETE PRODUCTS, INC.
Attn: Treasurer                    HSI ACQUISITION CORPORATION
                                   HSI FUSION SERVICES, INC.
                              (i)  HSI INDIANA, LLC
                                   HSI NORTH CAROLINA, LLC
                                   HUGHES AVIATION, INC.
                                   HUGHES SUPPLY SHARED SERVICES, INC.
                                   HUGHES SUPPLY (VA), INC.
                               1)  HUGHES WATER & SEWER COMPANY
                                   JUNO INDUSTRIES, INC.
                                   KAMEN SUPPLY COMPANY, INC.
                                   KINGSTON PIPE INDUSTRIES, INC.
                                   METALS INCORPORATED
                                   METALS, INC. - GULF COAST DIVISION
                                   MILLS & LUPTON SUPPLY COMPANY



                                      E-8
<PAGE>

                                   MOORE ELECTRIC SUPPLY, INC.
                                   MOUNTAIN COUNTRY SUPPLY, INC.
                                   OLANDER & BROPHY, INCORPORATED
                                   ONE-STOP SUPPLY, INC.
                                   PAINE SUPPLY OF JACKSON, INC.
                                   PANHANDLE PIPE AND SUPPLY CO., INC.

Section 14.2.                      REACTION SUPPLY CORPORATION

                               a)  SCOTT-PARISH ELECTRICAL SUPPLY COMPANY
                                   SHRADER HOLDING COMPANY, INC.
                                   STAINLESS TUBULAR PRODUCTS, INC.
                                   USCO INCORPORATED
                                   U.S. FUSION SERVICES, INC.
                                   UTILISERVE, INC.

                              (b)  WATERWORKS SALES COMPANY

Section 14.3.                      WCC MERGER CORPORATION

Section 14.4.


                                   By: ___________________________________
                                   Name:
                                   Title:

Address:                           L & T OF DELAWARE, INC.
                                   SWS ACQUISITION, LLC
1403 Foulk Road, Suite 102         SWS FUNDING, LLC
Wilmington, DE  19803              Z & L ACQUISITION CORP.


                                      E-9
<PAGE>

                                   By: ___________________________________
                                   Name:
                                   Title:


Address:                           HSI FUNDING, LLC
                                   HSI HOLDINGS, INC.
                                   HSI IP, INC.

                                   By: ___________________________________
                                   Name:
                                   Title:


Address:                           SOUTHWEST STAINLESS, L.P.
1403 Foulk Road, Suite 102
Wilmington, DE 19803               By: Z&L ACQUISITION CORP.,
                                       its General Partner


                                   By: ___________________________________
                                   Name:
                                   Title:


                                      E-10
<PAGE>

                                   SCHEDULE I

CAROLINA PUMP & SUPPLY CORP

CHAD SUPPLY, INC.

DOUGLAS LEONHARDT & ASSOCIATES, INC.

ELECTRIC LABORATORIES AND  SALES  CORPORATION

GILLELAND CONCRETE PRODUCTS, INC.

HSI ACQUISITION CORPORATION

HSI FUSION SERVICES, INC.

HSI INDIANA, LLC

HSI NORTH CAROLINA, LLC

HUGHES AVIATION, INC.

HUGHES SUPPLY SHARED SERVICES, INC.

HUGHES SUPPLY (VA), INC.

HUGHES WATER & SEWER COMPANY

JUNO INDUSTRIES, INC.

KAMEN SUPPLY COMPANY, INC.

KINGSTON PIPE INDUSTRIES, INC.

METALS INCORPORATED

METALS, INC. - GULF COAST DIVISION

MILLS & LUPTON SUPPLY COMPANY

MOORE ELECTRIC SUPPLY, INC.

MOUNTAIN COUNTRY SUPPLY, INC.

OLANDER & BROPHY, INCORPORATED

ONE-STOP SUPPLY, INC.


                                      E-1
<PAGE>

PAINE SUPPLY OF JACKSON, INC.

PANHANDLE PIPE AND SUPPLY CO., INC.

REACTION SUPPLY CORPORATION

SCOTT-PARISH ELECTRICAL SUPPLY COMPANY

SHRADER HOLDING COMPANY, INC.

STAINLESS TUBULAR PRODUCTS, INC.

USCO INCORPORATED

U.S. FUSION SERVICES, INC.

UTILISERVE, INC.

WATERWORKS SALES COMPANY

WCC MERGER CORPORATION


                                      E-2
<PAGE>

                                 ANNEX 1 TO THE

                          SUBSIDIARY GUARANTY AGREEMENT

                  SUPPLEMENT NO. [ ] dated as of [                ], to the
Subsidiary Guaranty Agreement (the "Guaranty Agreement") dated as of March 26,
2003 executed by each of the subsidiaries of Hughes Supply, Inc., a Florida
corporation, (the "Borrower") listed on Schedule I thereto (each such Subsidiary
individually, a "Guarantor" and collectively, the "Guarantors"), in favor of
SUNTRUST BANK, a Georgia banking corporation, as Administrative Agent (the
"Administrative Agent") for the Lenders (as defined in the Credit Agreement
referred to below) and for the benefit of the Lenders.

                  A. Reference is made to the Revolving Credit Agreement dated
as of March 26, 2003 (as amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"), among the Borrower, the Lenders from time to
time party thereto (the "Lenders") and SunTrust Bank, as Administrative Agent,
Swingline Lender and Issuing Bank (in such capacity, the "Issuing Bank").

                  B. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Guaranty Agreement
and the Credit Agreement.

      C. The Guarantors have entered into the Guaranty Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Pursuant to Section 5.10 of the Credit Agreement, each Subsidiary Loan
Party that was not in existence or not a Subsidiary Loan Party on the date of
the Credit Agreement is required to enter into the Guaranty Agreement as a
Guarantor upon becoming a Subsidiary Loan Party. Section 19 of the Guaranty
Agreement provides that additional Subsidiaries of the Borrower may become
Guarantors under the Guaranty Agreement by execution and delivery of an
instrument in the form of this Supplement. The undersigned Subsidiary of the
Borrower (the "New Guarantor") is executing this Supplement in accordance with
the requirements of the Credit Agreement to become a Guarantor under the
Guaranty Agreement in order to induce the Lenders to make additional Loans and
the Issuing Bank to issue additional Letters of Credit and as consideration for
Loans previously made and Letters of Credit previously issued.

                  Accordingly, the Administrative Agent and the New Guarantor
agree as follows:

 ARTICLE XV Section 1. In accordance with Section 19 of the Guaranty Agreement,
the New Guarantor by its signature below becomes a Guarantor under the Guaranty
  Agreement with the same force and effect as if originally named therein as a
     Guarantor and the New Guarantor hereby (a) agrees to all the terms and
 provisions of the Guaranty Agreement applicable to it as Guarantor thereunder
and (b) represents and warrants that the representations and warranties made by
it as a Guarantor thereunder are true and correct on and as of the date hereof.
   Each reference to a Guarantor in the Guaranty Agreement shall be deemed to
include the New Guarantor. The Guaranty Agreement is hereby incorporated herein
                                 by reference.

    ARTICLE XVI Section 2. The New Guarantor represents and warrants to the
    Administrative Agent and the Lenders that this Supplement has been duly
 authorized, executed and delivered by it and constitutes its legal, valid and
    binding obligation, enforceable against it in accordance with its terms.

ARTICLE XVII Section 3. This Supplement may be executed in counterparts each of
 which shall constitute an original, but all of which when taken together shall
 constitute a single contract. This Supplement shall become effective when the
 Administrative Agent shall have received counterparts of this Supplement that,


                                      E-3
<PAGE>

     when taken together, bear the signatures of the New Guarantor and the
Administrative Agent. Delivery of an executed signature page to this Supplement
by facsimile transmission shall be as effective as delivery of a manually signed
                        counterpart of this Supplement.

 ARTICLE XVIII Section 4. Except as expressly supplemented hereby, the Guaranty
                Agreement shall remain in full force and effect.

 ARTICLE XIX Section 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
               ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

  ARTICLE XX Section 6. In case any one or more of the provisions contained in
this Supplement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
    herein and in the Guaranty Agreement shall not in any way be affected or
   impaired thereby (it being understood that the invalidity of a particular
provision hereof in a particular jurisdiction shall not in and of itself affect
 the validity of such provision in any other jurisdiction). The parties hereto
  shall endeavor in good-faith negotiations to replace the invalid, illegal or
  unenforceable provisions with valid provisions the economic effect of which
  comes as close as possible to that of the invalid, illegal or unenforceable
                                  provisions.

  ARTICLE XXI Section 7. All communications and notices hereunder shall be in
   writing and given as provided in Section 13 of the Guaranty Agreement. All
 communications and notices hereunder to the New Guarantor shall be given to it
at the address set forth under its signature below, with a copy to the Borrower.

ARTICLE XXII Section 8. The New Guarantor agrees to reimburse the Administrative
    Agent for its out-of-pocket expenses in connection with this Supplement,
     including the fees, disbursements and other charges of counsel for the
                             Administrative Agent.


                                      E-4
<PAGE>

                  IN WITNESS WHEREOF, the New Guarantor and the Administrative
Agent have duly executed this Supplement to the Guaranty Agreement as of the day
and year first above written.

                                         [Name of New Guarantor]

                                         By:____________________________________
                                           Name:
                                           Title:
                                           Address:


                                         SUNTRUST BANK, as Administrative Agent

                                         By:____________________________________
                                           Name:
                                           Title:


                                      E-5
<PAGE>

                                    EXHIBIT F

                                     FORM OF

                INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT

      THIS INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of March
26, 2003, by and among Hughes Supply, Inc., a Florida corporation (the
"Borrower"), each Subsidiary listed on Schedule I hereto (the "Guarantors"), and
SUNTRUST BANK, a Georgia banking corporation, as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders (as defined in the Credit
Agreement referred to below).

      Reference is made to (a) the Revolving Credit Agreement dated as of March
26, 2003 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among the Borrower, the lenders from time to time
party thereto and SunTrust Bank, as Administrative Agent, Swingline Lender and
Issuing Bank (in such capacity, the "Issuing Bank"), and (b) the Subsidiary
Guaranty Agreement dated as March 26, 2003, by the Guarantors in favor of the
Administrative Agent (as amended, restated, supplemented or otherwise modified
from time to time, the "Guaranty Agreement"). Capitalized terms used herein and
not defined herein shall have the meanings assigned to such terms in the Credit
Agreement.

      The Lenders have agreed to make Loans to the Borrower, and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. The Guarantors have guaranteed such Loans and the other
Obligations (as defined in the Guaranty Agreement) of the Borrower under the
Credit Agreement pursuant to the Guaranty Agreement. The obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are
conditioned on, among other things, the execution and delivery by the Borrower
and the Guarantors of an agreement in the form hereof.

      Accordingly, the Borrower, each Guarantor and the Administrative Agent
agree as follows:

      Section 1. Indemnity and Subrogation. In addition to all such rights of
indemnity and subrogation as the Guarantors may have under applicable law (but
subject to Section 3), the Borrower agrees that, in the event a payment shall be
made by any Guarantor under the Guaranty Agreement, the Borrower shall indemnify
such Guarantor for the full amount of such payment and such Guarantor shall be
subrogated to the rights of the person to whom such payment shall have been made
to the extent of such payment.

      Section 2. Contribution and Subrogation. Each Guarantor (a "Contributing
Guarantor") agrees (subject to Section 3) that, in the event a payment shall be
made by any other Guarantor under the Guaranty Agreement, such other Guarantor
(the "Claiming Guarantor") shall not have been fully indemnified by the Borrower
as provided in Section 1, the Contributing Guarantor shall indemnify the
Claiming Guarantor in an amount equal to the amount of such payment multiplied
by a fraction of which the numerator shall be the net worth of the Contributing
Guarantor on the date hereof and the denominator shall be the aggregate net
worth of all the Guarantors on the date hereof (or, in the case of any Guarantor
becoming a party hereto pursuant to Section 12, the


                                      E-1
<PAGE>

date of the Supplement hereto executed and delivered by such Guarantor). Any
Contributing Guarantor making any payment to a Claiming Guarantor pursuant to
this Section 2 shall be subrogated to the rights of such Claiming Guarantor
under Section 1 to the extent of such payment.

      Section 3. Subordination. Notwithstanding any provision of this Agreement
to the contrary, all rights of the Guarantors under Sections 1 and 2 and all
other rights of indemnity, contribution or subrogation under applicable law or
otherwise shall be fully subordinated to the indefeasible payment in full in
cash of the Obligations. No failure on the part of the Borrower or any Guarantor
to make the payments required under applicable law or otherwise shall in any
respect limit the obligations and liabilities of any Guarantor with respect to
its obligations hereunder, and each Guarantor shall remain liable for the full
amount of the obligations of such Guarantor hereunder.

      Section 4. Termination. This Agreement shall survive and be in full force
and effect so long as any Obligation is outstanding and has not been
indefeasibly paid in full in cash, and so long as the LC Exposure has not been
reduced to zero or any of the Commitments under the Credit Agreement have not
been terminated, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by any Lender or any Guarantor upon the
bankruptcy or reorganization of the Borrower, any Guarantor or otherwise.

      Section 5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

      Section 6. No Waiver; Amendment. (a) No failure on the part of the
Administrative Agent or any Guarantor to exercise, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or remedy by the
Administrative Agent or any Guarantor preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. All remedies
hereunder are cumulative and are not exclusive of any other remedies provided by
law. None of the Administrative Agent and the Guarantors shall be deemed to have
waived any rights hereunder unless such waiver shall be in writing and signed by
such parties.

      (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to a written agreement entered into between the
Borrower, the Guarantors and the Administrative Agent, with the prior written
consent of the Required Lenders (except as otherwise provided in the Credit
Agreement).

      Section 7. Notices. All communications and notices hereunder shall be in
writing and given as provided in the Guaranty Agreement and addressed as
specified therein.

      Section 8. Binding Agreement; Assignments. Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the successors and assigns of such party; and all covenants, promises and
agreements by or on behalf of the parties that are contained in this Agreement
shall bind and inure to the benefit of their respective successors and assigns.
Neither the Borrower nor any Guarantor may assign or transfer any of its rights
or obligations hereunder (and any such attempted assignment or transfer shall be
void) without the prior written consent of the Required Lenders. Notwithstanding
the foregoing, at the time any Guarantor is released from its obligations under
the Guaranty Agreement in accordance with such Guaranty Agreement and the Credit
Agreement, such Guarantor will cease to have any rights or obligations under
this Agreement.

      Section 9. Survival of Agreement; Severability. (a) All covenants and
agreements made by the Borrower and each Guarantor herein and in the
certificates or other instruments prepared or delivered in connection


                                      E-2
<PAGE>

with this Agreement or the other Loan Documents shall be considered to have been
relied upon by the Administrative Agent, the Lenders and each Guarantor and
shall survive the making by the Lenders of the Loans and the issuance of the
Letters of Credit by the Issuing Bank, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loans or any
other fee or amount payable under the Credit Agreement or this Agreement or
under any of the other Loan Documents is outstanding and unpaid or the LC
Exposure does not equal zero and as long as the Commitments have not been
terminated.

      (b) In case one or more of the provisions contained in this Agreement
should be held invalid, illegal or unenforceable in any respect, no party hereto
shall be required to comply with such provision for so long as such provision is
held to be invalid, illegal or unenforceable, but the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

      Section 10. Counterparts. This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts) each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement shall be effective with respect to any Guarantor
when a counterpart bearing the signature of such Guarantor shall have been
delivered to the Administrative Agent. Delivery of an executed signature page to
this Agreement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Agreement.

      Section 11. Terms. The definition of terms specified in Section 1.4 of the
Credit Agreement shall be applicable to this Agreement.

      Section 12. Additional Guarantors. Pursuant to Section 5.10 of the Credit
Agreement, each Subsidiary Loan Party of the Borrower that was not in existence
or not such a Subsidiary Loan Party on the date of the Credit Agreement is
required to enter into the Guaranty Agreement as Guarantor upon becoming such a
Subsidiary Loan Party. Upon the execution and delivery, after the date hereof,
by the Administrative Agent and such Subsidiary of an instrument in the form of
Annex I hereto, such Subsidiary shall become a Guarantor hereunder with the same
force and effect as if originally named as a Guarantor hereunder. The execution
and delivery of any instrument adding an additional Guarantor as a party to this
Agreement shall not require the consent of any Guarantor hereunder. The rights
and obligations of each Guarantor hereunder shall remain in full force and
effect notwithstanding the addition of any new Guarantor as a party to this
Agreement.

                         (signatures on following pages)


                                      E-3
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first appearing above.

Address:                       CAROLINA PUMP & SUPPLY CORP
                               CHAD SUPPLY, INC.
20 North Orange Avenue
Suite 200                           DOUGLAS LEONHARDT & ASSOCIATES, INC.
Orlando, FL 32801                   ELECTRIC LABORATORIES AND SALES CORPORATION
Attn: Treasurer                     GILLELAND CONCRETE PRODUCTS, INC.
                                    HSI ACQUISITION CORPORATION
                                    HSI FUSION SERVICES, INC.
                               (i)  HSI INDIANA, LLC
                                    HSI NORTH CAROLINA, LLC
                                    HUGHES AVIATION, INC.
                                    HUGHES SUPPLY SHARED SERVICES, INC.
                                    HUGHES SUPPLY (VA), INC.
                                1)  HUGHES WATER & SEWER COMPANY
                                    JUNO INDUSTRIES, INC.
                                    KAMEN SUPPLY COMPANY, INC.
                                    KINGSTON PIPE INDUSTRIES, INC.
                                    METALS INCORPORATED
                                    METALS, INC. - GULF COAST DIVISION
                                    MILLS & LUPTON SUPPLY COMPANY
                                    MOORE ELECTRIC SUPPLY, INC.
                                    MOUNTAIN COUNTRY SUPPLY, INC.
                                    OLANDER & BROPHY, INCORPORATED
                                    ONE-STOP SUPPLY, INC.


                                      E-4
<PAGE>

                                    PAINE SUPPLY OF JACKSON, INC.
                                    PANHANDLE PIPE AND SUPPLY CO., INC.
Section 22.2.                       REACTION SUPPLY CORPORATION
                                a)  SCOTT-PARISH ELECTRICAL SUPPLY COMPANY
                                    SHRADER HOLDING COMPANY, INC.
                                    STAINLESS TUBULAR PRODUCTS, INC.
                                    USCO INCORPORATED
                                    U.S. FUSION SERVICES, INC.
                                    UTILISERVE, INC.

                               (b)  WATERWORKS SALES COMPANY
Section 22.3.                       WCC MERGER CORPORATION

Section 22.4.


                                    By: _____________________________________
                                    Name:
                                    Title:

Address:                       L & T OF DELAWARE, INC.

1403 Foulk Road, Suite 102          SWS ACQUISITION, LLC
Wilmington, DE 19803
                               SWS FUNDING, LLC

                                    Z & L ACQUISITION CORP.


                                    By: _____________________________________
                                    Name:
                                    Title:


                                      E-5
<PAGE>

Address:                             HSI FUNDING, LLC
                                     HSI HOLDINGS, INC.
                                     HSI IP, INC.

                                    By: _____________________________________
                                     Name:
                                     Title:


Address:                            SOUTHWEST STAINLESS, L.P.

1403 Foulk Road, Suite 102
Wilmington, DE 19803                By: Z&L ACQUISITION CORP.,
                                        its General Partner

                                    By: _____________________________________
                                     Name:
                                     Title:


                                      E-6
<PAGE>

                                   SCHEDULE I

CAROLINA PUMP & SUPPLY CORP

CHAD SUPPLY, INC.

DOUGLAS LEONHARDT & ASSOCIATES, INC.

ELECTRIC LABORATORIES AND  SALES  CORPORATION

GILLELAND CONCRETE PRODUCTS, INC.

HSI ACQUISITION CORPORATION

HSI FUSION SERVICES, INC.

HSI INDIANA, LLC

HSI NORTH CAROLINA, LLC

HUGHES AVIATION, INC.

HUGHES SUPPLY SHARED SERVICES, INC.

HUGHES SUPPLY (VA), INC.

HUGHES WATER & SEWER COMPANY

JUNO INDUSTRIES, INC.

KAMEN SUPPLY COMPANY, INC.

KINGSTON PIPE INDUSTRIES, INC.

METALS INCORPORATED

METALS, INC. - GULF COAST DIVISION

MILLS & LUPTON SUPPLY COMPANY

MOORE ELECTRIC SUPPLY, INC.

MOUNTAIN COUNTRY SUPPLY, INC.

OLANDER & BROPHY, INCORPORATED

ONE-STOP SUPPLY, INC.

PAINE SUPPLY OF JACKSON, INC.


                                      F-1
<PAGE>

PANHANDLE PIPE AND SUPPLY CO., INC.

REACTION SUPPLY CORPORATION

SCOTT-PARISH ELECTRICAL SUPPLY COMPANY

SHRADER HOLDING COMPANY, INC.

STAINLESS TUBULAR PRODUCTS, INC.

USCO INCORPORATED

U.S. FUSION SERVICES, INC.

UTILISERVE, INC.

WATERWORKS SALES COMPANY

WCC MERGER CORPORATION


                                      F-2
<PAGE>

                                   ANNEX I TO

                         THE INDEMNITY, SUBROGATION AND

                             CONTRIBUTION AGREEMENT

      SUPPLEMENT NO. [  ] dated as of [                 ], to the Indemnity,
Subrogation and Contribution Agreement dated as of March 26, 2003 (as the same
may be amended, restated supplemented or otherwise modified from time to time,
the "Indemnity, Subrogation and Contribution Agreement") executed by Hughes
Supply, Inc., a Florida corporation (the "Borrower"), and each Subsidiary listed
on Schedule I thereto (the "Guarantors") in favor of SUNTRUST BANK, a Georgia
banking corporation, as administrative agent (the "Administrative Agent") for
the Lenders (as defined in the Credit Agreement referred to below).

      A. Reference is made to (a) the Revolving Credit Agreement dated as of
March 26, 2003 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among the Borrower, the lenders from time
to time party thereto (the "Lenders") and SunTrust Bank, as the Administrative
Agent, Swingline Lender and Issuing Bank (in such capacity, the "Issuing Bank
"), and (b) the Subsidiary Guaranty Agreement dated as of March 26, 2003, by the
Guarantors in favor of Administrative Agent (as amended, supplemented or
otherwise modified from time to time, the "Guaranty Agreement").

      B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Indemnity, Subrogation and
Contribution Agreement and the Credit Agreement.

      C. The Borrower and the Guarantors have entered into the Indemnity,
Subrogation and Contribution Agreement in order to induce the Lenders to make
Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.10
of the Credit Agreement, each Subsidiary Loan Party that was not in existence or
not such a Subsidiary Loan Party on the date of the Credit Agreement is required
to enter into the Guaranty Agreement as a Guarantor upon becoming a Subsidiary
Loan Party. Section 12 of the Indemnity, Subrogation and Contribution Agreement
provides that additional Subsidiaries may become Guarantors under the Indemnity,
Subrogation and Contribution Agreement by execution and delivery of an
instrument in the form of this Supplement. The undersigned Subsidiary (the "New
Guarantor") is executing this Supplement in accordance with the requirements of
the Credit Agreement to become a Guarantor under the Indemnity, Subrogation and
Contribution Agreement in order to induce the Lenders to make additional Loans
and the Issuing Bank to issue additional Letters of Credit and as consideration
for Loans previously made and Letters of Credit previously issued.

      Accordingly, the Administrative Agent and the New Guarantor agree as
follows:

      Section 1. In accordance with Section 12 of the Indemnity, Subrogation and
Contribution Agreement, the New Guarantor by its signature below becomes a
Guarantor under the indemnity, Subrogation and Contribution Agreement with the
same force and effect as if originally named therein as a Guarantor and the New
Guarantor hereby agrees to all the terms and provisions of the Indemnity,
Subrogation and Contribution Agreement applicable to it as Guarantor thereunder.
Each reference to a Guarantor in the Indemnity, Subrogation and Contribution


                                      F-3
<PAGE>

Agreement shall be deemed to include the New Guarantor. The Indemnity,
Subrogation and Contribution Agreement is hereby incorporated herein by
reference.

      Section 2. The New Guarantor represents and warrants to the Administrative
Agent and the Lenders that this Supplement has been duly authorized, executed
and delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms.

      Section 3. This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts) each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Administrative
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signature of the New Guarantor and the Administrative Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

      Section 4. Except as expressly supplemented hereby, the Indemnity,
Subrogation and Contribution Agreement shall remain in full force and effect.

      Section 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

      Section 6. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Indemnity, Subrogation and Contribution Agreement shall not in
any way be affected or impaired. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

      Section 7. All communications and notices hereunder shall be in writing
and given as provided in Section 7 of the Indemnity, Subrogation and
Contribution Agreement. All communications and notices hereunder to the New
Guarantor shall be given to it at the address set forth under its signature.

      Section 8. The New Guarantor agrees to reimburse the Administrative Agent
for its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Administrative Agent.

                         (signatures on following page)


                                      F-4
<PAGE>

      IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have
duly executed this Supplement to the Indemnity, Subrogation and Contribution
Agreement as of the day and year first above written.

                                             [NAME OF NEW GUARANTOR]

                                             By:________________________________
                                             Name:
                                             Title:
                                             Address:


                                             SUNTRUST BANK, as
                                             Administrative Agent

                                             By:________________________________
                                              Name:
                                              Title:


                                      F-5
<PAGE>

                                   EXHIBIT 2.3

                                     FORM OF

                          NOTICE OF REVOLVING BORROWING

                                     [Date]

SunTrust Bank,
   as Administrative Agent
   for the Lenders referred to below

303 Peachtree Street, N.E.
Atlanta, GA 30308
Attention: Agency Services

Dear Sirs:

      Reference is made to the Revolving Credit Agreement dated as of March 26,
2003 (as amended and in effect on the date hereof, the "Credit Agreement"),
among the undersigned, as Borrower, the Lenders named therein, and SunTrust
Bank, as Administrative Agent. Terms defined in the Credit Agreement are used
herein with the same meanings. This notice constitutes a Notice of Revolving
Borrowing. The Borrower hereby requests a Revolving Borrowing under the Credit
Agreement, and in that connection the Borrower specifies the following
information with respect to the Revolving Borrowing requested hereby:

      (A)   Aggregate principal amount of Revolving Borrowing (1):______________


                                  Exhibit 2.3-1
<PAGE>

      (B)   Date of Revolving Borrowing (which is a Business Day):______________

      (C)   Interest Rate basis (2):_______________________

      (D)   Interest Period (3):___________________________

      (E)   Location and number of Borrower's account to which proceeds of
            Revolving Borrowing are to be disbursed:________________


                                  Exhibit 2.3-2
<PAGE>

         The Borrower hereby represents and warrants that the conditions
specified in paragraphs (a), (b), (c), (d) and (e) of Section 3.2 of the Credit
Agreement are satisfied.

                                                  Very truly yours,

                                                  HUGHES SUPPLY, INC.


                                                  By:___________________________
                                                  Name:
                                                  Title:

----------
(1)   Not less than $5,000,000 and an integral multiple of $1,000,000.

(2)   Eurodollar Borrowing or Base Rate Borrowing.

(3)   Which must comply with the definition of "Interest Period" and end not
      later than the Revolving Commitment Termination Date.


                                  Exhibit 2.3-3
<PAGE>

                                   EXHIBIT 2.6

                                     FORM OF

                          NOTICE OF SWINGLINE BORROWING

                                     [Date]

SunTrust Bank,
   as Swingline Lender

303 Peachtree Street, N.E.
Atlanta, GA  30308
Attention: Agency Services

Dear Sirs:

      Reference is made to the Revolving Credit Agreement dated as of March 26,
2003 (as amended and in effect on the date hereof, the "Credit Agreement"),
among the undersigned, as Borrower, the Lenders named therein, and SunTrust
Bank, as Administrative Agent. Terms defined in the Credit Agreement are used
herein with the same meanings. This notice constitutes a Notice of Swingline
Borrowing. The Borrower hereby requests a Swingline Borrowing under the Credit
Agreement, and in that connection the Borrower specifies the following
information with respect to the Swingline Borrowing requested hereby:

      (A)   Principal amount of Swingline Loan:__________________________

      (B)   Date of Swingline Loan (which is a Business Day):____________

      (C)   Location and number of Borrower's account to which proceeds of
            Swingline Loan are to be disbursed:__________________


                                   Exhibit 2.6
<PAGE>

         The Borrower hereby represents and warrants that the conditions
specified in paragraphs (a), (b), (c), (d) and (e) of Section 3.2 of the Credit
Agreement are satisfied.

                                                Very truly yours,

                                                HUGHES SUPPLY, INC.


                                                By:_____________________________
                                                Name:
                                                Title:


                                  Exhibit 2.6-2
<PAGE>

                                  EXHIBIT 2.7-A

                         FORM OF COMPETITIVE BID REQUEST

                                     [Date]

SunTrust Bank,
 as Administrative Agent

303 Peachtree Street, N.E.
Atlanta, GA 30308
Attention:

Ladies and Gentlemen:

      Reference is made to the Revolving Credit Agreement dated as of March 26,
2003 (as amended and in effect on the date hereof, the "Credit Agreement"),
among the undersigned, the lenders from time to time party thereto, and SunTrust
Bank, as Administrative Agent. Terms defined in the Credit Agreement are used
herein with the same meanings. The undersigned hereby gives notice pursuant to
Section 2.7 of the Credit Agreement that we request Competitive Bids for the
following proposed Competitive Bid Borrowing(s):

      (1)   Proposed date of Borrowing (which is a Business Day):_______________

      (2)   Principal Amount(1):__________________________

      (3)   Interest Period(s) and the last day thereof (2) ___________

      (4)   Location and number of Borrower's account to which funds are to be
            deposited:)__________________________


                                Exhibit 2.7-A - 1
<PAGE>

The Borrower hereby represents and warrants that the conditions specified in
paragraphs (a), (b), (c), (d) and (e) of Section 3.2 of the Credit Agreement are
satisfied.

                                                Very truly yours,

                                                HUGHES SUPPLY, INC.


                                                By:_____________________________
                                                Name:
                                                Title:

----------
(1) At no time shall (i) the sum of the aggregate principal amount of
outstanding Competitive Bid Loans plus the aggregate Revolving Credit Exposures
of all Lenders exceed the Aggregate Revolving Commitment Amount and (ii) the
aggregate principal amount of outstanding Competitive Bid Loans exceed the
Competitive Bid Loan Limit.

(2) Which must comply with the definition of "Interest Period" and end not later
than the Revolving Commitment Termination Date.


                                Exhibit 2.7-A - 2
<PAGE>

                                  EXHIBIT 2.7-B

                                     FORM OF

                  NOTICE TO LENDERS OF COMPETITIVE BID REQUEST

[Name of Lender]

[Address of Lender]

Attention:

Ladies and Gentlemen:

      Reference is made to the Revolving Credit Agreement dated as of March 26,
2003 (as amended and in effect on the date hereof, the "Credit Agreement"),
among the undersigned, the lenders from time to time party thereto, and SunTrust
Bank, as Administrative Agent. Terms defined in the Credit Agreement are used
herein with the same meanings. The Borrower delivered a Competitive Bid Request
requesting a Competitive Bid on ______________, _____, pursuant to Section
2.7(b) of the Credit Agreement, and in that connection you are invited to submit
a Competitive Bid by [Date]/[Time].(1) Your Competitive Bid must comply with
Section 2.7(c) of the Credit Agreement and the terms set forth below on which
the Competitive Bid Request was made:

      (A)   Date of Competitive Bid Borrowing:__________________________________

      (B)   Principal amount of Competitive Bid Borrowing:______________________

      (C)   Interest Period(s) and the last day thereof: _______________________


                                  Exhibit 2.7-B
<PAGE>

                                             Very truly yours,

                                             SUNTRUST BANK,
                                             as Administrative Agent


                                             By:________________________________
                                                Name:
                                                Title:

----------
(1) The Competitive Bid must be received by the Borrower not later than 11:30
a.m., on the proposed date of Borrowing.


                               Exhibit 2.7-B - 2
<PAGE>

                                  EXHIBIT 2.7-C

                             FORM OF COMPETITIVE BID

                                     [Date]

Hughes Supply, Inc.
20 N. Orange Avenue, Suite 200
Orlando, Florida 32801
Attention: Chief Financial Officer
Telecopy Number: 407-540-4914

Attention:

Ladies and Gentlemen:

      The undersigned [Name of Lender], refers to the Revolving Credit Agreement
dated as of March 26, 2003 (as amended and in effect on the date hereof, the
"Credit Agreement"), among the undersigned, the lenders from time to time party
thereto, and SunTrust Bank, as Administrative Agent. Terms defined in the Credit
Agreement are used herein with the same meanings. The undersigned Lender hereby
makes a Competitive Bid pursuant to Section 2.7(c) of the Credit Agreement, in
response to the Competitive Bid Request made by the Borrower on _____________,
____, and in that connection sets forth below the terms on which such
Competitive Bid is made:

            Principal Amount(1):___________________

            Interest Period and the last day thereof(2): __________________


                                 Exhibit 2.7 - C
<PAGE>

            Competitive Bid Rate(3):_____________

      The undersigned hereby confirms that it is prepared to make Competitive
Bid Loans to the Borrower upon acceptance by the Borrower of this bid in
accordance with Section 2.7(d) of the Credit Agreement.

                                                Very truly yours,

                                                [NAME OF BANK]


                                                By:_____________________________
                                                   Name:
                                                   Title:

----------
(1) Multiple bids will be accepted by the Borrower.

(2) The Interest Period(s) must be the Interest Period(s) specified in the
Competitive Bid Request.

(3) e.g., Adjusted LIBO Rate + or - _____% per annum, in the case of Eurodollar
Loans (expressed in the form of a decimal to no more than four decimal places).


                                Exhibit 2.7 -C-2
<PAGE>

                                   EXHIBIT 2.9

                                     FORM OF

                        NOTICE OF CONVERSION/CONTINUATION

                                     [DATE]

      Reference is made to the Revolving Credit Agreement dated as of March 26,
2003 (as amended and in effect on the date hereof, the "Credit Agreement"),
among the undersigned, as Borrower, the Lenders named therein, and SunTrust
Bank, as Administrative Agent. Terms defined in the Credit Agreement are used
herein with the same meanings.

      Borrower hereby gives irrevocable notice, pursuant to Section 2.9 of the
Credit Agreement, of its request to:

            (1) on [DATE] convert [$___________] of the aggregate outstanding
principal amount of the Base Rate Loan(s) into a Eurodollar Loan having an
Interest Period of [_____] month(s);

            (2) on [DATE] continue [$___________] of the aggregate outstanding
principal amount of the Eurodollar Loan(s), bearing interest at the Adjusted
LIBO Rate, as a Eurodollar Loan having an Interest Period of [_____] month(s).

      Borrower hereby represents and warrants that all of the conditions
contained in Section 3.2 of the Loan Agreement have been satisfied on and as of
the date hereof, and will continue to be satisfied on and as of the date of the
conversion/continuation requested hereby, before and after giving effect
thereto.


                                   Exhibit 2.9
<PAGE>

      IN WITNESS WHEREOF, Borrower has caused this Notice of
Conversion/Continuation to be executed and delivered by its duly authorized
officer as of the date first set forth above.

                                               HUGHES SUPPLY, INC.


                                               By:______________________________
                                               Name:
                                               Title:


                                 Exhibit 2.9 - 2
<PAGE>

                               EXHIBIT 3.1(b)(iv)

                                     FORM OF

          SECRETARY'S CERTIFICATE OF [BORROWER][SUBSIDIARY LOAN PARTY]

      Reference is made to the Revolving Credit Agreement dated as of March 26,
2003 (the "Credit Agreement"), among Hughes Supply, Inc. (the "Borrower"), the
Lenders named therein, and SunTrust Bank, as Administrative Agent. Terms defined
in the Credit Agreement are used herein with the same meanings. This certificate
is being delivered pursuant to Section 3.1 of the Credit Agreement.

      I, [       ], Secretary of the [Borrower/Subsidiary Loan Party], DO HEREBY
CERTIFY that:

      (a) there have been no amendments or supplements to, or restatements of,
the articles of incorporation of the [Borrower/Subsidiary Loan Party] delivered
pursuant to Section 3.1 of the Credit Agreement;

      (b) no proceedings have been instituted or are pending or contemplated
with respect to the dissolution, liquidation or sale of all or substantially all
the assets of the [Borrower/Subsidiary Loan Party] or threatening its existence
or the forfeiture of any of its corporate rights;

      (c) annexed hereto as Exhibit A is a true and correct copy of the Bylaws
of the [Borrower/Subsidiary Loan Party] as in effect on the date hereof;

      (d) annexed hereto as Exhibit B is a true and correct copy of certain
resolutions duly adopted by the Board of Directors of the [Borrower/Subsidiary
Loan Party] on [Date], authorizing the execution, delivery and performance of
the Loan Documents, which resolutions are the only resolutions adopted by the
Board of Directors of the [Borrower/Subsidiary Loan Party] or any committee
thereof relating to the Credit Agreement and the other Loan Documents to which
the [Borrower/Subsidiary Loan Party] is a party and the transactions
contemplated therein and have not been revoked, amended, supplemented or
modified and are in full force and effect on the date hereof; and

      (e) each of the persons named below is a duly elected and qualified
officer of the [Borrower/Subsidiary Loan Party] holding the respective office
set forth opposite his or her name and the signature set forth opposite of each
such person is his or her genuine signature:


                              Exhibit 3.1(b)(iv)-1
<PAGE>

                 Name                 Title               Specimen Signature
                 ----                 -----               ------------------

     ------------------------   ------------------        ------------------

     ------------------------   ------------------        ------------------

     ------------------------   ------------------        ------------------

     ------------------------   ------------------        ------------------

      IN WITNESS WHEREOF, I have hereunto signed my name this ___ day of
__________, 2003.


                                                   -----------------------------
                                                   Name:
                                                   Secretary:

            I, [         ], [         ] of the [Borrower/Subsidiary Loan Party],
do hereby certify that [       ] has been duly elected, is duly qualified and is
the [Assistant] Secretary of the [Borrower/Subsidiary Loan Party], that the
signature set forth above is [his/her] genuine signature.


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


                              Exhibit 3.1(b)(iv)-2
<PAGE>

                               EXHIBIT 3.1(b)(vii)

                                     FORM OF

                              OFFICER'S CERTIFICATE

      Reference is made to the Revolving Credit Agreement dated as of March 26,
2003 (the "Credit Agreement"), among Hughes Supply, Inc. (the "Borrower"), the
Lenders from time to time party thereto, and SunTrust Bank, as Administrative
Agent. Terms defined in the Credit Agreement are used herein with the same
meanings. This certificate is being delivered pursuant to Section 3.1(b)(xi) of
the Credit Agreement.

      I, [         ], [         ] of the Borrower, DO HEREBY CERTIFY that:

      (a) the representations and warranties of each Loan Party set forth in the
Credit Agreement and the Loan Documents are true and correct in all material
respects on and as of the date hereof; and

      (b) no Default or Event of Default has occurred and is continuing at the
date hereof; and

      (c) since the date on which the most recent financial statements described
in Section 4.4 of the Credit Agreement, there has been no change which has had
or could reasonably be expected to have a Material Adverse Effect.

      IN WITNESS WHEREOF, I have hereunto signed my name this __ day of
________, 2003.


                                          ___________________________________
                                          Name:
                                          Title:

                               Exhibit 3.1(b)(vii)
<PAGE>

                                  Exhibit 3(j)

Juno Industries, Inc. and Florida Pipe & Supply Company were merged on June 2,
1999. Juno Industries, Inc. was the surviving corporation.


                                       21
<PAGE>

                                   EXHIBIT 5.1

                                     FORM OF

                             COMPLIANCE CERTIFICATE

      Reference is made to the Revolving Credit Agreement dated as of March 26,
2003 (the "Credit Agreement"), among Hughes Supply, Inc. (the "Borrower"), the
Lenders from time to time party thereto, and SunTrust Bank, as Administrative
Agent. Terms defined in the Credit Agreement are used herein with the same
meanings. This certificate is being delivered pursuant to Section 5.1(c) of the
Credit Agreement.

      We, [NAME] and [NAME], being the principal executive officer and the
principal financial officer, respectively, of the Borrower, DO HEREBY CERTIFY
that:

      (a) We have reviewed the financial statements (the "Financial Statement")
of the Borrower and its Subsidiaries attached as Exhibit A;

      (b) Based on our knowledge, the Financial Statements fairly represent, in
all material respects, the financial condition, results of operations,
shareholders' equity and cash flows of Borrower and its Subsidiaries in
accordance with GAAP as at such date and for such period, subject only to normal
year-end audit adjustments and the absence of footnotes in the case unaudited
Financial Statements.

      (c) The Financial Statements have been filed with the Securities and
Exchange Commission, and we have made the certifications to the Securities and
Exchange Commission required under Sections 302(a) and 906(a) of the
Sarbanes-Oxley Act of 2002, as amended.

      (d) Attached hereto as Exhibit B are calculations, in reasonable detail,
demonstrating compliance with Article VI of the Credit Agreement; and

      (e) As of the date hereof, there exists no Default or Event of Default
[except those listed on Exhibit C attached hereto, which Exhibit specifies the
details of the Default or Event of Default as well as action which the Borrower
has taken or proposes to take with respect thereto];

      (f) Since the date of previous Financial Statements delivered pursuant to
Section 4.4 or Section 5.1 of the Credit Agreement, there has been no change in
GAAP or the application thereof [except for such changes set forth in Exhibit D
attached hereto, which Exhibit specifies the effect of such change or changes on
the Financial Statements delivered herewith.]


                                   Exhibit 5.1
<PAGE>

      IN WITNESS WHEREOF, we have hereunto signed our name this __ day of
[MONTH], 200_.


                                            ________________________________
                                            Name:
                                            Title: [Chief Executive Officer]
                                                   [Chief Financial Officer]
                                                   of Hughes Supply, Inc.


                                   Exhibit 5.1
<PAGE>

                                    EXHIBIT A

                              Financial Statements


                                   Exhibit 5.1
<PAGE>

                                    EXHIBIT B

                             Compliance Calculations


                                   Exhibit 5.1
<PAGE>

                                    EXHIBIT C

                                Events of Default


                                   Exhibit 5.1
<PAGE>

                                    EXHIBIT D

                                 Changes in GAAP


<PAGE>

                          SUBSIDIARY GUARANTY AGREEMENT

                  THIS SUBSIDIARY GUARANTY AGREEMENT dated as of March 26, 2003,
executed by each of the Subsidiaries of Hughes Supply, Inc., a Florida
corporation (the "Borrower") listed on Schedule I attached hereto (each such
subsidiary individually, a "Guarantor" and collectively, the "Guarantors"), in
favor of SunTrust Bank, a Georgia banking corporation, as administrative agent
(the "Administrative Agent") for the Lenders (as defined in the Credit Agreement
referred to below).

                  Reference is made to the Revolving Credit Agreement dated as
of March 26, 2003 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among the Borrower, the Lenders from time
to time party thereto and SunTrust Bank, as administrative agent for the Lenders
(in such capacity, the "Administrative Agent"), Swingline Lender and Issuing
Bank (in such capacity, the "Issuing Bank"). Capitalized terms used herein and
not defined herein shall have the meanings assigned to such terms in the Credit
Agreement.

                  The Lenders have agreed to make Loans to the Borrower, and the
Issuing Bank has agreed to issue Letters of Credit for the account of the
Borrower, pursuant to, and upon the terms and subject to the conditions
specified in, the Credit Agreement. Each of the Guarantors is a direct or
indirect wholly-owned Subsidiary of the Borrower and acknowledges that it will
derive substantial benefit from the making of the Loans by the Lenders and the
issuance of the Letters of Credit by the Issuing Bank. The obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are
conditioned on, among other things, the execution and delivery by the Guarantors
of a Subsidiary Guaranty Agreement in the form hereof. As consideration therefor
and in order to induce the Lenders to make Loans and the Issuing Bank to issue
Letters of Credit, the Guarantors are willing to execute this Subsidiary
Guaranty Agreement.

                  Accordingly, the parties hereto agree as follows:

      Section 1. Guaranty. Each Guarantor unconditionally guarantees, jointly
with the other Guarantors and severally, as a primary obligor and not merely as
a surety, (a) the due and punctual payment of (i) the principal of and premium,
if any, and interest (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding) on the Loans, when and as due,
whether at maturity, by acceleration, upon one or more dates set for prepayment
or otherwise, (ii) each payment required to be made by the Borrower under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement or disbursements, interest thereon and
obligations to provide cash collateral, and (iii) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Loan Parties to the Administrative Agent
and the Lenders under the Credit Agreement and the other Loan Documents, (b) the
due and punctual performance of all covenants, agreements, obligations and
liabilities of the Loan Parties under or pursuant to the Credit Agreement and
the other Loan Documents; and (c) the due and punctual payment and performance
of all obligations of the Borrower, monetary or otherwise, under each Hedging
Transaction entered into with a counterparty that was a Lender or an Affiliate
of a Lender at the time such Hedging Transaction was entered into (all the
monetary and other obligations referred to in the preceding clauses (a) through
(c) being collectively called the "Obligations"). Each Guarantor further agrees
that the Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from it, and that it will remain bound by this
Guaranty notwithstanding any extension or renewal of any Obligation.

      Section 2. Obligations Not Waived. To the fullest extent permitted by
applicable law, each Guarantor waives presentment to, demand of payment from and
protest to the Borrower of any of the Obligations, and also waives notice of
acceptance of its Guaranty and notice of protest for nonpayment. To the fullest
extent permitted by applicable law, the obligations of each Guarantor hereunder
shall not be affected by (a) the failure of the

<PAGE>

Administrative Agent or any Lender to assert any claim or demand or to enforce
or exercise any right or remedy against the Borrower or any other Guarantor
under the provisions of the Credit Agreement, any other Loan Document or
otherwise, (b) any rescission, waiver, amendment or modification of, or any
release from any of the terms or provisions of, this Agreement, any other Loan
Document, any Guaranty or any other agreement, including with respect to any
other Guarantor under this Agreement, or (c) the failure to perfect any security
interest in, or the release of, any of the security held by or on behalf of the
Administrative Agent or any Lender.

      Section 3. Guaranty of Payment. Each Guarantor further agrees that its
Guaranty constitutes a Guaranty of payment when due and not of collection, and
waives any right to require that any resort be had by the Administrative Agent
or any Lender to any of the security held for payment of the Obligations or to
any balance of any deposit account or credit on the books of the Administrative
Agent or any Lender in favor of the Borrower or any other person.

      Section 4. No Discharge or Diminishment of Guaranty. The obligations of
each Guarantor hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason (other than the indefeasible payment in
full in cash of the Obligations), including any claim of waiver, release,
surrender, alteration or compromise of any of the Obligations, and shall not be
subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of the
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by the failure of the Administrative Agent or any Lender to
assert any claim or demand or to enforce any remedy under the Credit Agreement,
any other Loan Document or any other agreement, by any waiver or modification of
any provision of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the Obligations, or by any other act or
omission that may or might in any manner or to any extent vary the risk of any
Guarantor or that would otherwise operate as a discharge of each Guarantor as a
matter of law or equity (other than the indefeasible payment in full in cash of
all the Obligations).

      Section 5. Defenses of Borrower Waived. To the fullest extent permitted by
applicable law, each Guarantor waives any defense based on or arising out of any
defense of the Borrower or the unenforceability of the Obligations or any part
thereof from any cause, or the cessation from any cause of the liability of the
Borrower, other than the final and indefeasible payment in full in cash of the
Obligations. The Administrative Agent and the Lenders may, at their election,
foreclose on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of
foreclosure, compromise or adjust any part of the Obligations, make any other
accommodation with the Borrower or any other guarantor, without affecting or
impairing in any way the liability of any Guarantor hereunder except to the
extent the Obligations have been fully, finally and indefeasibly paid in cash.
Pursuant to applicable law, each Guarantor waives any defense arising out of any
such election even though such election operates, pursuant to applicable law, to
impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of such Guarantor against the Borrower or any other Guarantor or
guarantor, as the case may be, or any security.

      Section 6. Agreement to Pay; Subordination. In furtherance of the
foregoing and not in limitation of any other right that the Administrative Agent
or any Lender has at law or in equity against any Guarantor by virtue hereof,
upon the failure of the Borrower or any other Loan Party to pay any Obligation
when and as the same shall become due, whether at maturity, by acceleration,
after notice of prepayment or otherwise, each Guarantor hereby promises to and
will forthwith pay, or cause to be paid, to the Administrative Agent for the
benefit of the Lenders in cash the amount of such unpaid Obligations. Upon
payment by any Guarantor of any sums to the Administrative Agent, all rights of
such Guarantor against the Borrower arising as a result thereof by way of right
of subrogation, contribution, reimbursement, indemnity or otherwise shall in all
respects be subordinate and junior in right of payment to the prior indefeasible
payment in full in cash of all the Obligations. In addition, any indebtedness of
the Borrower now or hereafter held by any Guarantor is hereby subordinated in
right of payment to the prior payment in full in cash of the Obligations. If any
amount shall erroneously be paid to any Guarantor on account of (i) such
subrogation, contribution, reimbursement, indemnity or similar right or (ii) any
such indebtedness of the Borrower, such amount shall be held in trust for the
benefit of the Administrative Agent and the Lenders and shall forthwith be paid
to the Administrative Agent to be credited against the payment of the
Obligations, whether matured or unmatured, in accordance with the terms of the
Loan Documents.

<PAGE>

      Section 7. Information. Each Guarantor assumes all responsibility for
being and keeping itself informed of the Borrower's financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Obligations and the nature, scope and extent of the risks that such
Guarantor assumes and incurs hereunder, and agrees that none of the
Administrative Agent or the Lenders will have any duty to advise any of the
Guarantors of information known to it or any of them regarding such
circumstances or risks.

      Section 8. Representations and Warranties. Each Guarantor represents and
warrants as to itself that all representations and warranties relating to it (as
a Subsidiary of the Borrower) contained in the Credit Agreement are true and
correct.

      Section 9. Termination. The guarantees made hereunder (a) shall terminate
when all the Obligations have been paid in full in cash and the Lenders have no
further commitment to lend under the Credit Agreement, the LC Exposure has been
reduced to zero and the Issuing Bank has no further obligation to issue Letters
of Credit under the Credit Agreement and (b) shall continue to be effective or
be reinstated, as the case may be, if at any time payment, or any part thereof,
of any Obligation is rescinded or must otherwise be restored by any Lender or
any Guarantor upon the bankruptcy or reorganization of the Borrower, any
Guarantor or otherwise. In connection with the foregoing, the Administrative
Agent shall execute and deliver to such Guarantor or Guarantor's designee, at
such Guarantor's expense, any documents or instruments which such Guarantor
shall reasonably request from time to time to evidence such termination and
release.

      Section 10. Binding Effect; Several Agreement; Assignments. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of the Guarantors that are contained in
this Agreement shall bind and inure to the benefit of each party hereto and
their respective successors and assigns. This Agreement shall become effective
as to any Guarantor when a counterpart hereof executed on behalf of such
Guarantor shall have been delivered to the Administrative Agent, and a
counterpart hereof shall have been executed on behalf of the Administrative
Agent, and thereafter shall be binding upon such Guarantor and the
Administrative Agent and their respective successors and assigns, and shall
inure to the benefit of such Guarantor, the Administrative Agent and the
Lenders, and their respective successors and assigns, except that no Guarantor
shall have the right to assign its rights or obligations hereunder or any
interest herein (and any such attempted assignment shall be void). If all of the
capital stock of a Guarantor is sold, transferred or otherwise disposed of
pursuant to a transaction permitted by the Credit Agreement, such Guarantor
shall be released from its obligations under this Agreement without further
action. This Agreement shall be construed as a separate agreement with respect
to each Guarantor and may be amended, modified, supplemented, waived or released
with respect to any Guarantor without the approval of any other Guarantor and
without affecting the obligations of any other Guarantor hereunder.

      Section 11. Waivers; Amendment. (a) No failure or delay of the
Administrative Agent in exercising any power or right hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights of the Administrative Agent hereunder and of
the Lenders under the other Loan Documents are cumulative and are not exclusive
of any rights or remedies that they would otherwise have. No waiver of any
provision of this Agreement or consent to any departure by any Guarantor
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver and consent shall be effective only in
the specific instance and for the purpose for which given. No notice or demand
on any Guarantor in any case shall entitle such Guarantor to any other or
further notice in similar or other circumstances.

      (c) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to a written agreement entered into between the
Guarantors with respect to which such waiver, amendment or modification relates
and the Administrative Agent, with the prior written consent of the Required
Lenders (except as otherwise provided in the Credit Agreement).

      Section 12. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

<PAGE>

      Section 13. Notices. All communications and notices hereunder shall be in
writing and given as provided in Section 10.1 of the Credit Agreement. All
communications and notices hereunder to each Guarantor shall be given to it at
its address set forth on Schedule I attached hereto.

      Section 14. Survival of Agreement; Severability. (a) All covenants,
agreements representations and warranties made by the Guarantors herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or the other Loan Documents shall be considered to
have been relied upon by the Administrative Agent and the Lenders and shall
survive the making by the Lenders of the Loans and the issuance of the Letters
of Credit by the Issuing Bank regardless of any investigation made by any of
them or on their behalf, and shall continue in full force and effect as long as
the principal of or any accrued interest on any Loan or any other fee or amount
payable under this Agreement or any other Loan Document are outstanding and
unpaid or the LC Exposure does not equal zero and as long as the Commitments
have not been terminated.

      (c) In the event one or more of the provisions contained in this Agreement
or in any other Loan Document should be held invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

      Section 15. Counterparts. This Agreement may be executed in counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute a single contract (subject to Section 10), and shall become
effective as provided in Section 10. Delivery of an executed signature page to
this Agreement by facsimile transmission shall be as effective as delivery of a
manually executed counterpart of this Agreement.

      Section 16. Terms. The definition of terms specified in Section 1.4 of the
Credit Agreement shall be applicable to this Agreement.

      Section 17. Jurisdiction; Consent to Service of Process. (a) Each
Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any Georgia State court or Federal
court of the United States of America sitting in Fulton County and any appellate
court from any thereof, in any action or proceeding arising out of or relating
to this Agreement or the other Loan Documents, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such Georgia State court or, to the
extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that the Administrative Agent, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or
the other Loan Documents against any Guarantor or its properties in the courts
of any jurisdiction.

                  (b) Each Guarantor hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any Georgia State or Federal court. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

                  (c) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 13. Nothing in
this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

      Section 18. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER
OR IN

<PAGE>

CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18.

      Section 19. Additional Subsidiaries. Pursuant to Section 5.10 of the
Credit Agreement, each Subsidiary Loan Party that was not in existence on the
date of the Credit Agreement is required to enter into this Agreement as a
Guarantor upon becoming a Subsidiary Loan Party. Upon execution and delivery
after the date hereof by the Administrative Agent and such Subsidiary of an
instrument in the form of Annex 1, such Subsidiary shall become a Guarantor
hereunder with the same force and effect as if originally named as a Guarantor
herein. The execution and delivery of any instrument adding an additional
Guarantor as a party to this Agreement shall not require the consent of any
other Guarantor hereunder. The rights and obligations of each Guarantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Guarantor as a party to this Agreement.

      Section 20. Right of Setoff. If an Event of Default shall have occurred
and be continuing, each Lender and the Issuing Bank are hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other Indebtedness at any time owing by such
Lender or the Issuing Bank to or for the credit or the account of any Guarantor
against any or all the obligations of such Guarantor now or hereafter existing
under this Agreement and the other Loan Documents held by such Lender or the
Issuing Bank, irrespective of whether or not such Person shall have made any
demand under this Agreement or any other Loan Documents and although such
obligations may be unmatured. The rights of each Lender and the Issuing Bank
under this Section 20 are in addition to other rights and remedies (including
other rights of setoff) which such Lender or the Issuing Bank, as the case may
be, may have.

      Section 21. Savings Clause. (a) It is the intent of each Guarantor and the
Administrative Agent that each Guarantor's maximum obligations hereunder shall
be, but not in excess of:

                  (i) in a case or proceeding commenced by or against any
Guarantor under the provisions of Title 11 of the United States Code, 11 U.S.C.
ss.ss.101 et seq. (the "Bankruptcy Code") on or within one year from the date on
which any of the Obligations are incurred, the maximum amount which would not
otherwise cause the Obligations (or any other obligations of such Guarantor owed
to the Administrative Agent or the Lenders) to be avoidable or unenforceable
against such Guarantor under (i) Section 548 of the Bankruptcy Code or (ii) any
state fraudulent transfer or fraudulent conveyance act or statute applied in
such case or proceeding by virtue of Section 544 of the Bankruptcy Code; or

ARTICLE XXIII (ii) in a case or proceeding commenced by or against any Guarantor
 under the Bankruptcy Code subsequent to one year from the date on which any of
the Obligations are incurred, the maximum amount which would not otherwise cause
       the Obligations (or any other obligations of such Guarantor to the
 Administrative Agent or the Lenders) to be avoidable or unenforceable against
such Guarantor under any state fraudulent transfer or fraudulent conveyance act
 or statute applied in any such case or proceeding by virtue of Section 544 of
                            the Bankruptcy Code; or

ARTICLE XXIV (iii) in a case or proceeding commenced by or against any Guarantor
under any law, statute or regulation other than the Bankruptcy Code (including,
     without limitation, any other bankruptcy, reorganization, arrangement,
  moratorium, readjustment of debt, dissolution, liquidation or similar debtor
relief laws), the maximum amount which would not otherwise cause the Obligations
 (or any other obligations of such Guarantor to the Administrative Agent or the
Lenders) to be avoidable or unenforceable against such Guarantor under such law,
   statute or regulation including, without limitation, any state fraudulent
  transfer or fraudulent conveyance act or statute applied in any such case or
                                  proceeding.

<PAGE>

   ARTICLE XXV (b) The substantive laws under which the possible avoidance or
unenforceability of the Obligations (or any other obligations of such Subsidiary
    Guarantor to the Guaranteed Parties) shall be determined in any case or
 proceeding shall hereinafter be referred to as the "Avoidance Provisions." To
  the extent set forth in Section 21(a) (i), (ii), and (iii), but only to the
  extent that the Obligations would otherwise be subject to avoidance or found
unenforceable under the Avoidance Provisions, if any Guarantor is not deemed to
have received valuable consideration, fair value or reasonably equivalent value
     for the Obligations, or if the Obligations would render such Guarantor
insolvent, or leave such Guarantor with an unreasonably small capital to conduct
    its business, or cause such Guarantor to have incurred debts (or to have
 intended to have incurred debts) beyond its ability to pay such debts as they
 mature, in each case as of the time any of the Obligations are deemed to have
  been incurred under the Avoidance Provisions and after giving effect to the
contribution by such Guarantor, the maximum Obligations for which such Guarantor
 shall be liable hereunder shall be reduced to that amount which, after giving
  effect thereto, would not cause the Obligations (or any other obligations of
such Guarantor to the Administrative Agent or the Lenders), as so reduced, to be
    subject to avoidance or unenforceability under the Avoidance Provisions.

 ARTICLE XXVI (c) This Section 21 is intended solely to preserve the rights of
 the Administrative Agent and the Lenders hereunder to the maximum extent that
would not cause the Obligations of such Guarantor to be subject to avoidance or
unenforceability under the Avoidance Provisions, and neither the Guarantors nor
any other Person shall have any right or claim under this Section 21 as against
  the Administrative Agent or Lenders that would not otherwise be available to
                  such Person under the Avoidance Provisions.

                            [Signature pages follow]

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                                GUARANTORS:

Address:                            CAROLINA PUMP & SUPPLY CORP
20 North Orange Avenue              CHAD SUPPLY, INC.
Suite 200                           DOUGLAS LEONHARDT & ASSOCIATES, INC.
Orlando, FL 32801                   ELECTRIC LABORATORIES AND  SALES
Attn: Secretary                     CORPORATION
                                    GILLELAND CONCRETE PRODUCTS, INC.
                                    HSI ACQUISITION CORPORATION
                                    HSI FUSION SERVICES, INC.
                                    HSI INDIANA, LLC
                                    HSI NORTH CAROLINA, LLC
                                    HUGHES AVIATION, INC.
                                    HUGHES SUPPLY SHARED SERVICES, INC.
                                    HUGHES SUPPLY (VA), INC.
                                    HUGHES WATER & SEWER COMPANY
                                    JUNO INDUSTRIES, INC.
                                    KAMEN SUPPLY COMPANY, INC.
                                    KINGSTON PIPE INDUSTRIES, INC.
                                    METALS INCORPORATED
                                    METALS, INC. - GULF COAST DIVISION
                                    MILLS & LUPTON SUPPLY COMPANY
                                    MOORE ELECTRIC SUPPLY, INC.
                                    MOUNTAIN COUNTRY SUPPLY, INC.
                                    OLANDER & BROPHY, INCORPORATED
                                    ONE-STOP SUPPLY, INC.
                                    PAINE SUPPLY OF JACKSON, INC.
                                    PANHANDLE PIPE AND SUPPLY CO., INC.
                                    REACTION SUPPLY CORPORATION
                                    SCOTT-PARISH ELECTRICAL SUPPLY COMPANY
                                    SHRADER HOLDING COMPANY, INC.
                                    STAINLESS TUBULAR PRODUCTS, INC.
                                    USCO INCORPORATED
                                    U.S. FUSION SERVICES, INC.
                                    UTILISERVE, INC.
                                    WATERWORKS SALES COMPANY
                                    WCC MERGER CORPORATION


                                            By: ____________________________
                                                 Benjamin P. Butterfield
                                                 Secretary

<PAGE>

Address:                            L & T OF DELAWARE, INC.
1403 Foulk Road, Suite 102          SWS ACQUISITION, LLC
Wilmington, DE  19803               SWS FUNDING, LLC
                                    Z & L ACQUISITION CORP.

                                            By: ____________________________
                                                  Gordon Stewart
                                                  President


Address:                                    HSI FUNDING, LLC
                                            HSI HOLDINGS, INC.
                                            HSI IP, INC.

                                            By: ____________________________
                                                  Gordon Stewart
                                                  President


Address:                            SOUTHWEST STAINLESS, L.P.
1403 Foulk Road, Suite 102
Wilmington, DE  19803               By: Z&L ACQUISITION CORP.,
                                          its General Partner

                                            By: ____________________________
                                                  President

<PAGE>

                                   SCHEDULE I

CAROLINA PUMP & SUPPLY CORP
CHAD SUPPLY, INC.
DOUGLAS LEONHARDT & ASSOCIATES, INC.
ELECTRIC LABORATORIES AND  SALES  CORPORATION
GILLELAND CONCRETE PRODUCTS, INC.
HSI ACQUISITION CORPORATION
HSI FUSION SERVICES, INC.
HSI INDIANA, LLC
HSI NORTH CAROLINA, LLC
HUGHES AVIATION, INC.
HUGHES SUPPLY SHARED SERVICES, INC.
HUGHES SUPPLY (VA), INC.
HUGHES WATER & SEWER COMPANY
JUNO INDUSTRIES, INC.
KAMEN SUPPLY COMPANY, INC.
KINGSTON PIPE INDUSTRIES, INC.
METALS INCORPORATED
METALS, INC. - GULF COAST DIVISION
MILLS & LUPTON SUPPLY COMPANY
MOORE ELECTRIC SUPPLY, INC.
MOUNTAIN COUNTRY SUPPLY, INC.
OLANDER & BROPHY, INCORPORATED
ONE-STOP SUPPLY, INC.
PAINE SUPPLY OF JACKSON, INC.
PANHANDLE PIPE AND SUPPLY CO., INC.
REACTION SUPPLY CORPORATION
SCOTT-PARISH ELECTRICAL SUPPLY COMPANY
SHRADER HOLDING COMPANY, INC.
STAINLESS TUBULAR PRODUCTS, INC.
USCO INCORPORATED
U.S. FUSION SERVICES, INC.
UTILISERVE, INC.
WATERWORKS SALES COMPANY
WCC MERGER CORPORATION

<PAGE>

                                 ANNEX 1 TO THE

                          SUBSIDIARY GUARANTY AGREEMENT

                  SUPPLEMENT NO. [   ] dated as of [            ], to the
Subsidiary Guaranty Agreement (the "Guaranty Agreement") dated as of March 26,
2003 executed by each of the subsidiaries of Hughes Supply, Inc., a Florida
corporation, (the "Borrower") listed on Schedule I thereto (each such Subsidiary
individually, a "Guarantor" and collectively, the "Guarantors"), in favor of
SUNTRUST BANK, a Georgia banking corporation, as Administrative Agent (the
"Administrative Agent") for the Lenders (as defined in the Credit Agreement
referred to below) and for the benefit of the Lenders.

                  A. Reference is made to the Revolving Credit Agreement dated
as of March 26, 2003 (as amended, supplemented or otherwise modified from time
to time, the "Credit Agreement"), among the Borrower, the Lenders from time to
time party thereto (the "Lenders") and SunTrust Bank, as Administrative Agent,
Swingline Lender and Issuing Bank (in such capacity, the "Issuing Bank").

                  B. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Guaranty Agreement
and the Credit Agreement.

      C. The Guarantors have entered into the Guaranty Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Pursuant to Section 5.10 of the Credit Agreement, each Subsidiary Loan
Party that was not in existence or not a Subsidiary Loan Party on the date of
the Credit Agreement is required to enter into the Guaranty Agreement as a
Guarantor upon becoming a Subsidiary Loan Party. Section 19 of the Guaranty
Agreement provides that additional Subsidiaries of the Borrower may become
Guarantors under the Guaranty Agreement by execution and delivery of an
instrument in the form of this Supplement. The undersigned Subsidiary of the
Borrower (the "New Guarantor") is executing this Supplement in accordance with
the requirements of the Credit Agreement to become a Guarantor under the
Guaranty Agreement in order to induce the Lenders to make additional Loans and
the Issuing Bank to issue additional Letters of Credit and as consideration for
Loans previously made and Letters of Credit previously issued.

                  Accordingly, the Administrative Agent and the New Guarantor
agree as follows:

     ARTICLE XXVII Section 1. In accordance with Section 19 of the Guaranty
 Agreement, the New Guarantor by its signature below becomes a Guarantor under
  the Guaranty Agreement with the same force and effect as if originally named
therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms
     and provisions of the Guaranty Agreement applicable to it as Guarantor
    thereunder and (b) represents and warrants that the representations and
 warranties made by it as a Guarantor thereunder are true and correct on and as
  of the date hereof. Each reference to a Guarantor in the Guaranty Agreement
 shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby
                       incorporated herein by reference.

<PAGE>

   ARTICLE XXVIII Section 2. The New Guarantor represents and warrants to the
    Administrative Agent and the Lenders that this Supplement has been duly
 authorized, executed and delivered by it and constitutes its legal, valid and
    binding obligation, enforceable against it in accordance with its terms.

ARTICLE XXIX Section 3. This Supplement may be executed in counterparts each of
 which shall constitute an original, but all of which when taken together shall
 constitute a single contract. This Supplement shall become effective when the
 Administrative Agent shall have received counterparts of this Supplement that,
     when taken together, bear the signatures of the New Guarantor and the
Administrative Agent. Delivery of an executed signature page to this Supplement
by facsimile transmission shall be as effective as delivery of a manually signed
                        counterpart of this Supplement.

  ARTICLE XXX Section 4. Except as expressly supplemented hereby, the Guaranty
                Agreement shall remain in full force and effect.

 ARTICLE XXXI Section 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
               ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

ARTICLE XXXII Section 6. In case any one or more of the provisions contained in
this Supplement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained
    herein and in the Guaranty Agreement shall not in any way be affected or
   impaired thereby (it being understood that the invalidity of a particular
provision hereof in a particular jurisdiction shall not in and of itself affect
 the validity of such provision in any other jurisdiction). The parties hereto
  shall endeavor in good-faith negotiations to replace the invalid, illegal or
  unenforceable provisions with valid provisions the economic effect of which
  comes as close as possible to that of the invalid, illegal or unenforceable
                                  provisions.

 ARTICLE XXXIII Section 7. All communications and notices hereunder shall be in
   writing and given as provided in Section 13 of the Guaranty Agreement. All
 communications and notices hereunder to the New Guarantor shall be given to it
at the address set forth under its signature below, with a copy to the Borrower.

       ARTICLE XXXIV Section 8. The New Guarantor agrees to reimburse the
  Administrative Agent for its out-of-pocket expenses in connection with this
 Supplement, including the fees, disbursements and other charges of counsel for
                           the Administrative Agent.

<PAGE>

                  IN WITNESS WHEREOF, the New Guarantor and the Administrative
Agent have duly executed this Supplement to the Guaranty Agreement as of the day
and year first above written.

                                                [NAME OF NEW GUARANTOR]

                                                By:_____________________________
                                                  Name:
                                                  Title:
                                                  Address:


                                          SUNTRUST BANK, as Administrative Agent

                                                By:_____________________________
                                                  Name:
                                                  Title:

<PAGE>

                INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT

      THIS INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of March
26, 2003, by and among Hughes Supply, Inc., a Florida corporation (the
"Borrower"), each Subsidiary listed on Schedule I hereto (the "Guarantors"), and
SUNTRUST BANK, a Georgia banking corporation, as administrative agent (in such
capacity, the "Administrative Agent") for the Lenders (as defined in the Credit
Agreement referred to below).

      Reference is made to (a) the Revolving Credit Agreement dated as of March
26, 2003 (as amended, restated, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among the Borrower, the lenders from time to time
party thereto and SunTrust Bank, as Administrative Agent, Swingline Lender and
Issuing Bank (in such capacity, the "Issuing Bank"), and (b) the Subsidiary
Guaranty Agreement dated as March 26, 2003, by the Guarantors in favor of the
Administrative Agent (as amended, restated, supplemented or otherwise modified
from time to time, the "Guaranty Agreement"). Capitalized terms used herein and
not defined herein shall have the meanings assigned to such terms in the Credit
Agreement.

      The Lenders have agreed to make Loans to the Borrower, and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. The Guarantors have guaranteed such Loans and the other
Obligations (as defined in the Guaranty Agreement) of the Borrower under the
Credit Agreement pursuant to the Guaranty Agreement. The obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are
conditioned on, among other things, the execution and delivery by the Borrower
and the Guarantors of an agreement in the form hereof.

      Accordingly, the Borrower, each Guarantor and the Administrative Agent
agree as follows:

      Section 1. Indemnity and Subrogation. In addition to all such rights of
indemnity and subrogation as the Guarantors may have under applicable law (but
subject to Section 3), the Borrower agrees that, in the event a payment shall be
made by any Guarantor under the Guaranty Agreement, the Borrower shall indemnify
such Guarantor for the full amount of such payment and such Guarantor shall be
subrogated to the rights of the person to whom such payment shall have been made
to the extent of such payment.

      Section 2. Contribution and Subrogation. Each Guarantor (a "Contributing
Guarantor") agrees (subject to Section 3) that, in the event a payment shall be
made by any other Guarantor under the Guaranty Agreement, such other Guarantor
(the "Claiming Guarantor") shall not have been fully indemnified by the Borrower
as provided in Section 1, the Contributing Guarantor shall indemnify the
Claiming Guarantor in an amount equal to the amount of such payment multiplied
by a fraction of which the numerator shall be the net worth of the Contributing
Guarantor on the date hereof and the denominator shall be the aggregate net
worth of all the Guarantors on the date hereof (or, in the case of any Guarantor
becoming a party hereto pursuant to Section 12, the date of the Supplement
hereto executed and delivered by such Guarantor). Any Contributing Guarantor
making any payment to a Claiming Guarantor pursuant to this Section 2 shall be
subrogated to the rights of such Claiming Guarantor under Section 1 to the
extent of such payment.

      Section 3. Subordination. Notwithstanding any provision of this Agreement
to the contrary, all rights of the Guarantors under Sections 1 and 2 and all
other rights of indemnity, contribution or subrogation under applicable law or
otherwise shall be fully subordinated to the indefeasible payment in full in
cash of the Obligations. No failure on the part of the Borrower or any Guarantor
to make the payments required under applicable law or otherwise shall in any
respect limit the obligations and liabilities of any Guarantor with respect to
its obligations hereunder, and each Guarantor shall remain liable for the full
amount of the obligations of such Guarantor hereunder.

      Section 4. Termination. This Agreement shall survive and be in full force
and effect so long as any Obligation is outstanding and has not

<PAGE>

been indefeasibly paid in full in cash, and so long as the LC Exposure has not
been reduced to zero or any of the Commitments under the Credit Agreement have
not been terminated, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by any Lender or any Guarantor upon the
bankruptcy or reorganization of the Borrower, any Guarantor or otherwise.

      Section 5. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

      Section 6. No Waiver; Amendment. (a) No failure on the part of the
Administrative Agent or any Guarantor to exercise, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right, power or remedy by the
Administrative Agent or any Guarantor preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. All remedies
hereunder are cumulative and are not exclusive of any other remedies provided by
law. None of the Administrative Agent and the Guarantors shall be deemed to have
waived any rights hereunder unless such waiver shall be in writing and signed by
such parties.

      (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to a written agreement entered into between the
Borrower, the Guarantors and the Administrative Agent, with the prior written
consent of the Required Lenders (except as otherwise provided in the Credit
Agreement).

      Section 7. Notices. All communications and notices hereunder shall be in
writing and given as provided in the Guaranty Agreement and addressed as
specified therein.

      Section 8. Binding Agreement; Assignments. Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the successors and assigns of such party; and all covenants, promises and
agreements by or on behalf of the parties that are contained in this Agreement
shall bind and inure to the benefit of their respective successors and assigns.
Neither the Borrower nor any Guarantor may assign or transfer any of its rights
or obligations hereunder (and any such attempted assignment or transfer shall be
void) without the prior written consent of the Required Lenders. Notwithstanding
the foregoing, at the time any Guarantor is released from its obligations under
the Guaranty Agreement in accordance with such Guaranty Agreement and the Credit
Agreement, such Guarantor will cease to have any rights or obligations under
this Agreement.

      Section 9. Survival of Agreement; Severability. (a) All covenants and
agreements made by the Borrower and each Guarantor herein and in the
certificates or other instruments prepared or delivered in connection with this
Agreement or the other Loan Documents shall be considered to have been relied
upon by the Administrative Agent, the Lenders and each Guarantor and shall
survive the making by the Lenders of the Loans and the issuance of the Letters
of Credit by the Issuing Bank, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loans or any other fee
or amount payable under the Credit Agreement or this Agreement or under any of
the other Loan Documents is outstanding and unpaid or the LC Exposure does not
equal zero and as long as the Commitments have not been terminated.

      (b) In case one or more of the provisions contained in this Agreement
should be held invalid, illegal or unenforceable in any respect, no party hereto
shall be required to comply with such provision for so long as such provision is
held to be invalid, illegal or unenforceable, but the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

      Section 10. Counterparts. This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts) each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement shall be effective with respect to any Guarantor
when a counterpart bearing the signature of such Guarantor shall have been
delivered to the Administrative Agent.

<PAGE>

Delivery of an executed signature page to this Agreement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Agreement.

      Section 11. Terms. The definition of terms specified in Section 1.4 of the
Credit Agreement shall be applicable to this Agreement.

      Section 12. Additional Guarantors. Pursuant to Section 5.10 of the Credit
Agreement, each Subsidiary Loan Party of the Borrower that was not in existence
or not such a Subsidiary Loan Party on the date of the Credit Agreement is
required to enter into the Guaranty Agreement as Guarantor upon becoming such a
Subsidiary Loan Party. Upon the execution and delivery, after the date hereof,
by the Administrative Agent and such Subsidiary of an instrument in the form of
Annex I hereto, such Subsidiary shall become a Guarantor hereunder with the same
force and effect as if originally named as a Guarantor hereunder. The execution
and delivery of any instrument adding an additional Guarantor as a party to this
Agreement shall not require the consent of any Guarantor hereunder. The rights
and obligations of each Guarantor hereunder shall remain in full force and
effect notwithstanding the addition of any new Guarantor as a party to this
Agreement.

                         (signatures on following pages)

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first appearing above.

<PAGE>

Address:                            CAROLINA PUMP & SUPPLY CORP
20 North Orange Avenue              CHAD SUPPLY, INC.
Suite 200                           DOUGLAS LEONHARDT & ASSOCIATES, INC.
Orlando, FL 32801                   ELECTRIC LABORATORIES AND  SALES
Attn: J. Stephen Zepf               CORPORATION
                                    GILLELAND CONCRETE PRODUCTS, INC.
                                    HSI ACQUISITION CORPORATION
                                    HSI FUSION SERVICES, INC.
                                    HSI INDIANA, LLC
                                    HSI NORTH CAROLINA, LLC
                                    HUGHES AVIATION, INC.
                                    HUGHES SUPPLY SHARED SERVICES, INC.
                                    HUGHES SUPPLY (VA), INC.
                                    HUGHES WATER & SEWER COMPANY
                                    JUNO INDUSTRIES, INC.
                                    KAMEN SUPPLY COMPANY, INC.
                                    KINGSTON PIPE INDUSTRIES, INC.
                                    METALS INCORPORATED
                                    METALS, INC. - GULF COAST DIVISION
                                    MILLS & LUPTON SUPPLY COMPANY
                                    MOORE ELECTRIC SUPPLY, INC.
                                    MOUNTAIN COUNTRY SUPPLY, INC.
                                    OLANDER & BROPHY, INCORPORATED
                                    ONE-STOP SUPPLY, INC.
                                    PAINE SUPPLY OF JACKSON, INC.
                                    PANHANDLE PIPE AND SUPPLY CO., INC.
                                    REACTION SUPPLY CORPORATION
                                    SCOTT-PARISH ELECTRICAL SUPPLY COMPANY
                                    SHRADER HOLDING COMPANY, INC.
                                    STAINLESS TUBULAR PRODUCTS, INC.
                                    USCO INCORPORATED
                                    U.S. FUSION SERVICES, INC.
                                    UTILISERVE, INC.
                                    WATERWORKS SALES COMPANY
                                     WCC MERGER CORPORATION

                                            By: ____________________________
                                                 Benjamin P. Butterfield
                                                 Secretary


Address:                            L & T OF DELAWARE, INC.
1403 Foulk Road, Suite 102          SWS ACQUISITION, LLC
Wilmington, DE  19803               SWS FUNDING, LLC
                                    Z & L ACQUISITION CORP.

                                            By: ____________________________
                                                  Gordon Stewart
                                                  President

<PAGE>

Address:                                    HSI FUNDING, LLC
                                            HSI HOLDINGS, INC.
                                            HSI IP, INC.

                                            By: ____________________________
                                                  Gordon Stewart
                                                   President


Address:                            SOUTHWEST STAINLESS, L.P.
1403 Foulk Road, Suite 102
Wilmington, DE  19803               By: Z&L ACQUISITION CORP.,
                                           its General Partner

                                            By: ____________________________
                                                   President

<PAGE>

                                   SCHEDULE I

CAROLINA PUMP & SUPPLY CORP
CHAD SUPPLY, INC.
DOUGLAS LEONHARDT & ASSOCIATES, INC.
ELECTRIC LABORATORIES AND  SALES  CORPORATION
GILLELAND CONCRETE PRODUCTS, INC.
HSI ACQUISITION CORPORATION
HSI FUSION SERVICES, INC.
HSI INDIANA, LLC
HSI NORTH CAROLINA, LLC
HUGHES AVIATION, INC.
HUGHES SUPPLY SHARED SERVICES, INC.
HUGHES SUPPLY (VA), INC.
HUGHES WATER & SEWER COMPANY
JUNO INDUSTRIES, INC.
KAMEN SUPPLY COMPANY, INC.
KINGSTON PIPE INDUSTRIES, INC.
METALS INCORPORATED
METALS, INC. - GULF COAST DIVISION
MILLS & LUPTON SUPPLY COMPANY
MOORE ELECTRIC SUPPLY, INC.
MOUNTAIN COUNTRY SUPPLY, INC.
OLANDER & BROPHY, INCORPORATED
ONE-STOP SUPPLY, INC.
PAINE SUPPLY OF JACKSON, INC.
PANHANDLE PIPE AND SUPPLY CO., INC.
REACTION SUPPLY CORPORATION
SCOTT-PARISH ELECTRICAL SUPPLY COMPANY
SHRADER HOLDING COMPANY, INC.
STAINLESS TUBULAR PRODUCTS, INC.
USCO INCORPORATED
U.S. FUSION SERVICES, INC.
UTILISERVE, INC.
WATERWORKS SALES COMPANY
WCC MERGER CORPORATION

<PAGE>

                                   ANNEX I TO

                         THE INDEMNITY, SUBROGATION AND

                             CONTRIBUTION AGREEMENT

      SUPPLEMENT NO. [  ] dated as of [             ], to the Indemnity,
Subrogation and Contribution Agreement dated as of March 26, 2003 (as the same
may be amended, restated supplemented or otherwise modified from time to time,
the "Indemnity, Subrogation and Contribution Agreement") executed by Hughes
Supply, Inc., a Florida corporation (the "Borrower"), and each Subsidiary listed
on Schedule I thereto (the "Guarantors") in favor of SUNTRUST BANK, a Georgia
banking corporation, as administrative agent (the "Administrative Agent") for
the Lenders (as defined in the Credit Agreement referred to below).

      A. Reference is made to (a) the Revolving Credit Agreement dated as of
March 26, 2003 (as amended, restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among the Borrower, the lenders from time
to time party thereto (the "Lenders") and SunTrust Bank, as the Administrative
Agent, Swingline Lender and Issuing Bank (in such capacity, the "Issuing Bank
"), and (b) the Subsidiary Guaranty Agreement dated as of March 26, 2003, by the
Guarantors in favor of Administrative Agent (as amended, supplemented or
otherwise modified from time to time, the "Guaranty Agreement").

      B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Indemnity, Subrogation and
Contribution Agreement and the Credit Agreement.

      C. The Borrower and the Guarantors have entered into the Indemnity,
Subrogation and Contribution Agreement in order to induce the Lenders to make
Loans and the Issuing Bank to issue Letters of Credit. Pursuant to Section 5.10
of the Credit Agreement, each Subsidiary Loan Party that was not in existence or
not such a Subsidiary Loan Party on the date of the Credit Agreement is required
to enter into the Guaranty Agreement as a Guarantor upon becoming a Subsidiary
Loan Party. Section 12 of the Indemnity, Subrogation and Contribution Agreement
provides that additional Subsidiaries may become Guarantors under the Indemnity,
Subrogation and Contribution Agreement by execution and delivery of an
instrument in the form of this Supplement. The undersigned Subsidiary (the "New
Guarantor") is executing this Supplement in accordance with the requirements of
the Credit Agreement to become a Guarantor under the Indemnity, Subrogation and
Contribution Agreement in order to induce the Lenders to make additional Loans
and the Issuing Bank to issue additional Letters of Credit and as consideration
for Loans previously made and Letters of Credit previously issued.

      Accordingly, the Administrative Agent and the New Guarantor agree as
follows:

      Section 1. In accordance with Section 12 of the Indemnity, Subrogation and
Contribution Agreement, the New Guarantor by its signature below becomes a
Guarantor under the indemnity, Subrogation and Contribution Agreement with the
same force and effect as if originally named therein as a Guarantor and the New
Guarantor hereby agrees to all the terms and provisions of the Indemnity,
Subrogation and Contribution Agreement applicable to it as Guarantor thereunder.
Each reference to a Guarantor in the Indemnity, Subrogation and Contribution
Agreement shall be deemed to include the New Guarantor. The Indemnity,
Subrogation and Contribution Agreement is hereby incorporated herein by
reference.

<PAGE>

      Section 2. The New Guarantor represents and warrants to the Administrative
Agent and the Lenders that this Supplement has been duly authorized, executed
and delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms.

      Section 3. This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts) each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Administrative
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signature of the New Guarantor and the Administrative Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

      Section 4. Except as expressly supplemented hereby, the Indemnity,
Subrogation and Contribution Agreement shall remain in full force and effect.

      Section 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

      Section 6. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Indemnity, Subrogation and Contribution Agreement shall not in
any way be affected or impaired. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

      Section 7. All communications and notices hereunder shall be in writing
and given as provided in Section 7 of the Indemnity, Subrogation and
Contribution Agreement. All communications and notices hereunder to the New
Guarantor shall be given to it at the address set forth under its signature.

      Section 8. The New Guarantor agrees to reimburse the Administrative Agent
for its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Administrative Agent.

                         (signatures on following page)

<PAGE>

      IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have
duly executed this Supplement to the Indemnity, Subrogation and Contribution
Agreement as of the day and year first above written.

                                                [Name of New Guarantor]

                                                By:_____________________________
                                                Name:
                                                Title:
                                                Address:


                                                SUNTRUST BANK, as
                                                Administrative Agent

                                                By:_____________________________
                                                Name:
                                                Title: