<PAGE>   1
                                                                   EXHIBIT 10.14

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

                      AMENDED AND RESTATED CREDIT AGREEMENT

                          DATED AS OF JANUARY 13, 2000


                                      AMONG


                         STORAGE TECHNOLOGY CORPORATION,


                             BANK OF AMERICA, N.A.,

                            AS ADMINISTRATIVE AGENT,



                                 SWINGLINE BANK,



                                       AND



                          LETTER OF CREDIT ISSUING BANK


                                       AND


                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO


                         BANC OF AMERICA SECURITIES LLC,

                             SOLE LEAD ARRANGER AND
                                SOLE BOOK MANAGER

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



<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
      Section                                                                                                  Page
      -------                                                                                                  ----

<S>               <C>                                                                                           <C>
ARTICLE I DEFINITIONS.............................................................................................1

         1.1      Certain Defined Terms...........................................................................1
         1.2      Other Interpretive Provisions..................................................................18
         1.3      Accounting Principles..........................................................................19

ARTICLE II THE CREDITS...........................................................................................19

         2.1      Amounts and Terms of Commitment................................................................19
         2.2      Loan Accounts..................................................................................20
         2.3      Procedure for Borrowing........................................................................20
         2.4      Conversion and Continuation Elections..........................................................21
         2.5      Voluntary Termination or Reduction of Commitments..............................................23
         2.6      Optional Prepayments...........................................................................23
         2.7      Mandatory Prepayments of Loans; Mandatory Commitment Reductions................................24
         2.8      Repayment......................................................................................24
         2.9      Interest.......................................................................................24
         2.10     Swingline Loans................................................................................25
         2.11     Fees...........................................................................................27
         2.12     Computation of Fees and Interest...............................................................28
         2.13     Payments by the Borrower.......................................................................28
         2.14     Payments by the Banks to the Agent.............................................................29
         2.15     Sharing of Payments, Etc.......................................................................29
         2.16     Security.......................................................................................30

ARTICLE III THE LETTERS OF CREDIT................................................................................30

         3.1      The Letter of Credit Subfacility...............................................................30
         3.2      Issuance, Amendment and Renewal of Letters of Credit...........................................31
         3.3      Existing BofA Letters of Credit; Risk Participations, Drawings and Reimbursements..............33
         3.4      Repayment of Participations....................................................................35
         3.5      Role of the Issuing Bank.......................................................................35
         3.6      Obligations Absolute...........................................................................36
         3.7      Cash Collateral Pledge.........................................................................37
         3.8      Letter of Credit Fees..........................................................................37
         3.9      Uniform Customs and Practice...................................................................38

ARTICLE IV TAXES, YIELD PROTECTION AND ILLEGALITY................................................................38

         4.1      Taxes..........................................................................................38
         4.2      Illegality.....................................................................................40
</TABLE>



                                       i.

<PAGE>   3

<TABLE>
<CAPTION>
      Section                                                                                                  Page
      -------                                                                                                  ----

<S>               <C>                                                                                           <C>
         4.3      Increased Costs and Reduction of Return........................................................40
         4.4      Funding Losses.................................................................................41
         4.5      Inability to Determine Rates...................................................................41
         4.6      Survival.......................................................................................42
         4.7      Notice of Claims...............................................................................42

ARTICLE V CONDITIONS PRECEDENT...................................................................................42

         5.1      Conditions to Agreement........................................................................42
         5.2      Conditions to All Credit Extensions............................................................44

ARTICLE VI REPRESENTATIONS AND WARRANTIES........................................................................45

         6.1      Corporate Existence and Power..................................................................45
         6.2      Corporate Authorization; No Contravention......................................................45
         6.3      Governmental Authorization.....................................................................46
         6.4      Binding Effect.................................................................................46
         6.5      Litigation.....................................................................................46
         6.6      No Default.....................................................................................46
         6.7      ERISA Compliance...............................................................................46
         6.8      Use of Proceeds; Margin Regulations............................................................47
         6.9      Title to Properties; Liens.....................................................................47
         6.10     Taxes..........................................................................................47
         6.11     Financial Condition............................................................................47
         6.12     Environmental Matters..........................................................................48
         6.13     Collateral Documents...........................................................................48
         6.14     Regulated Entities.............................................................................48
         6.15     Copyrights, Patents, Trademarks and Licenses, Etc..............................................48
         6.16     Subsidiaries...................................................................................49
         6.17     Insurance......................................................................................49
         6.18     Full Disclosure................................................................................49
         6.19     Projections....................................................................................49

ARTICLE VII AFFIRMATIVE COVENANTS................................................................................49

         7.1      Financial Statements...........................................................................50
         7.2      Certificates; Other Information................................................................50
         7.3      Notices........................................................................................50
         7.4      Preservation of Corporate Existence, Etc.......................................................51
         7.5      Maintenance of Property........................................................................51
         7.6      Insurance......................................................................................52
         7.7      Payment of Obligations.........................................................................52
         7.8      Compliance with Laws...........................................................................52
         7.9      Compliance with ERISA..........................................................................52
         7.10     Inspection of Property and Books and Records...................................................52
         7.11     Use of Proceeds................................................................................53
         7.12     Disclosure; Further Assurances.................................................................53
</TABLE>

                                      ii.

<PAGE>   4

<TABLE>
<CAPTION>
      Section                                                                                                  Page
      -------                                                                                                  ----

<S>               <C>                                                                                           <C>
         7.13     Financial Covenants............................................................................53
         7.14     Patents and Permits............................................................................55

ARTICLE VIII NEGATIVE COVENANTS..................................................................................55

         8.1      Limitation on Liens............................................................................55
         8.2      Disposition of Assets..........................................................................57
         8.3      Consolidations and Mergers.....................................................................58
         8.4      Loans and Investments..........................................................................58
         8.5      Transactions with Affiliates...................................................................59
         8.6      Use of Proceeds................................................................................59
         8.7      Contingent Obligations.........................................................................60
         8.8      Restricted Payments............................................................................60
         8.9      ERISA..........................................................................................60
         8.10     Change in Business.............................................................................60
         8.11     Accounting Changes.............................................................................61

ARTICLE IX EVENTS OF DEFAULT.....................................................................................61

         9.1      Event of Default...............................................................................61
         9.2      Remedies.......................................................................................63
         9.3      Rights Not Exclusive...........................................................................63
         9.4      Certain Financial Covenant Defaults............................................................63

ARTICLE X THE AGENT..............................................................................................64

         10.1     Appointment and Authorization; "Agent".........................................................64
         10.2     Delegation of Duties...........................................................................64
         10.3     Liability of Agent.............................................................................64
         10.4     Reliance by Agent..............................................................................65
         10.5     Notice of Default..............................................................................65
         10.6     Credit Decision................................................................................66
         10.7     Indemnification of Agent.......................................................................66
         10.8     Agent in Individual Capacity...................................................................66
         10.9     Successor Agent................................................................................67
         10.10    Withholding Tax................................................................................67
         10.11    Collateral Matters.............................................................................69
         10.12    Co-Agents......................................................................................69

ARTICLE XI MISCELLANEOUS.........................................................................................70

         11.1     Amendments and Waivers.........................................................................70
         11.2     Notices........................................................................................70
         11.3     No Waiver; Cumulative Remedies.................................................................71
         11.4     Costs and Expenses.............................................................................71
         11.5     Borrower's Indemnification.....................................................................72
         11.6     Marshalling; Payments Set Aside................................................................72
         11.7     Successors and Assigns.........................................................................73
</TABLE>

                                      iii.

<PAGE>   5

<TABLE>
<CAPTION>
      Section                                                                                                  Page
      -------                                                                                                  ----

<S>               <C>                                                                                           <C>
         11.8     Assignments, Participations, Etc...............................................................73
         11.9     Confidentiality................................................................................74
         11.10    Set-off........................................................................................75
         11.11    Automatic Debits of Fees.......................................................................75
         11.12    Notification of Addresses, Lending Offices, Etc................................................75
         11.13    Counterparts...................................................................................76
         11.14    Severability...................................................................................76
         11.15    No Third Parties Benefited.....................................................................76
         11.16    Governing Law and Jurisdiction.................................................................76
         11.17    Waiver of Jury Trial...........................................................................76
         11.18    Entire Agreement...............................................................................77
</TABLE>


                                      iv.

<PAGE>   6

SCHEDULES

Schedule 2.1               Commitments and Pro Rata Shares
Schedule 2.9(e)            Applicable Margin and Commitment Fees
Schedule 6.5               Litigation
Schedule 6.11              Permitted Liabilities
Schedule 6.12              Environmental Matters
Schedule 6.16              Subsidiaries and Minority Interests
Schedule 6.17              Insurance Matters
Schedule 8.1(i)            Permitted Liens
Schedule 8.2               Permitted Dispositions
Schedule 8.4(f)            Permitted Investments
Schedule 8.7(d)            Contingent Obligations
Schedule 11.2              Addresses for Notices; Lending Offices


EXHIBITS

Exhibit A                  Form of Notice of Borrowing
Exhibit B                  Form of Notice of Conversion/Continuation
Exhibit C                  Form of Compliance Certificate
Exhibit D-1                Form of Legal Opinion of Shearman & Sterling
Exhibit D-2                Form of Legal Opinion of Internal Borrower's Counsel
Exhibit E                  Form of Assignment and Acceptance
Exhibit F                  Form of Promissory Note
Exhibit G                  Form of Security Agreement




                                       v.

<PAGE>   7

                      AMENDED AND RESTATED CREDIT AGREEMENT

          This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of
January 13, 2000, among Storage Technology Corporation, a Delaware corporation
("the Borrower"), the several financial institutions from time to time party to
this Credit Agreement (individually, a "Bank"; collectively, the "Banks"), and
Bank of America, N.A., as swingline bank, letter of credit issuing bank and sole
administrative agent for the Banks.

          WHEREAS, the Borrower, the Banks and the Agent are parties to a Credit
Agreement dated as of October 23, 1997, as amended (as amended prior to the date
hereof, the "Prior Credit Agreement");

          WHEREAS, the Borrower has requested that the Required Banks agree to
certain amendments to the Prior Credit Agreement;

          WHEREAS, the Borrower, the Required Banks and the Agent desire to
amend and restate the Prior Credit Agreement as set forth in this Agreement;

          NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

          1.1 Certain Defined Terms. The following terms have the following
meanings:

          "364-Day Credit Agreement" means that certain Credit Agreement of even
date herewith by and among the Borrower, the financial institutions from time to
time party thereto and BofA, as agent for such financial institutions, as
amended, restated, modified, supplemented or extended from time to time.

          "Acquisition" means any transaction or series of related transactions
     for the purpose of or resulting, directly or indirectly, in (a) the
     acquisition of all or substantially all of the assets of a Person, or of
     any business or division of a Person, (b) the acquisition of in excess of
     50% of the capital stock, partnership interests, membership interests or
     equity of any Person, or otherwise causing any Person to become a
     Subsidiary, or (c) a merger or consolidation or any other combination with
     another Person (other than a Person that is a Subsidiary) provided that the
     Borrower or its Subsidiary is the surviving entity.

          "Adjusted Quick Ratio" means, for any Person for any period, the ratio
     that (i) Current Liquid Assets of such Person bears to (ii) Current
     Liabilities of such Person.

          "Affiliate" means, as to any Person, any other Person which, directly
     or indirectly, is in control of, is controlled by, or is under common
     control with, such Person. A Person shall be deemed to control another
     Person if the controlling Person possesses, directly or indirectly, the
     power to direct or cause the direction of the management and policies of




                                       1
<PAGE>   8

     the other Person, whether through the ownership of voting securities,
     membership interests, by contract, or otherwise.

          "Agent" means BofA in its capacity as administrative agent for the
     Banks hereunder, and any successor agent arising under Section 10.9.

          "Agent-Related Persons" means BofA and any successor agent arising
     under Section 10.9 and any successor letter of credit issuing bank
     hereunder, together with their respective Affiliates (including, in the
     case of BofA, the Lead Arranger), and the officers, directors, employees,
     agents and attorneys-in-fact of such Persons and Affiliates.

          "Agent's Payment Office" means the address for payments set forth on
     Schedule 11.2 or such other address as the Agent may from time to time
     specify.

          "Agreement" means this Credit Agreement.

          "Applicable Fee Amount" means with respect to the commitment fee
     payable hereunder, the amount set forth opposite the indicated level below
     the heading "Commitment Fee" in the pricing grid set forth on Schedule
     2.9(e) in accordance with the parameters for calculations of such amount
     set forth in Section 2.11(a).

          "Applicable Margin" means the amount set forth opposite the indicated
     level below the heading "Base Rate Spread" or "Offshore Rate Spread," as
     appropriate, in the pricing grid set forth in Schedule 2.9(e) in accordance
     with the parameters for calculations of such amount also set forth in
     Section 2.9(e).

          "Assignee" has the meaning specified in subsection 11.8(a).

          "Attorney Costs" means and includes all fees and disbursements of any
     law firm or other external counsel, the allocated cost of internal legal
     services and all disbursements of internal counsel.

          "Bank" has the meaning specified in the introductory clause hereto.
     References to the "Banks" shall include BofA, including in its capacity as
     Issuing Bank and Swingline Bank; for purposes of clarification only, to the
     extent that BofA may have any rights or obligations in addition to those of
     the Banks due to its status as Issuing Bank and Swingline Bank, its status
     as such will be specifically referenced.

          "Bankruptcy Code" means the Federal Bankruptcy Reform Act of 1978 (11
     U.S.C.ss.101, et seq.)

          "Base Rate" means, for any day, the higher of: (a) 0.50% per annum
     above the latest Federal Funds Rate; and (b) the rate of interest in effect
     for such day as publicly announced from time to time by BofA, as its "prime
     rate." (The "prime rate" is a rate set by BofA based upon various factors
     including BofA's costs and desired return, general economic conditions and
     other factors, and is used as a reference point for pricing some loans,
     which may be priced at, above, or below such announced rate.)



                                       2
<PAGE>   9

          Any change in the prime rate announced by BofA shall take effect at
     the opening of business on the day specified in the public announcement of
     such change.

          "Base Rate Loan" means a Revolving Loan, a Swingline Loan or an L/C
     Advance, that bears interest based on the Base Rate.

          "BofA" means Bank of America, N.A., a national banking association.

          "Borrower" has the meaning specified in the introductory clause of
     this Agreement.

          "Borrowing" means a borrowing hereunder consisting of Revolving Loans
     of the same Type made to the Borrower on the same day by the Banks under
     Article II, or Swingline Loans of the same Type made to the Borrower on the
     same day by the Swingline Bank under Article II and, in each case, other
     than for Base Rate Loans, having the same Interest Period.

          "Borrowing Date" means any date on which a Borrowing occurs under
     Section 2.3.

          "Business Day" means any day other than a Saturday, Sunday or other
     day on which commercial banks in New York City or San Francisco are
     authorized or required by law to close and, if the applicable Business Day
     relates to any Offshore Rate Loan, means such a day on which dealings are
     carried on in the applicable offshore Dollar interbank market.

          "Capital Adequacy Regulation" means any guideline, request or
     directive of any central bank or other Governmental Authority, or any other
     law, rule or regulation, whether or not having the force of law, in each
     case, regarding capital adequacy of any bank or of any corporation
     controlling a bank.

          "Capital Lease" means, for any Person, any lease of property (whether
     real, personal or mixed) which, in accordance with GAAP, would, at the time
     a determination is made, be required to be recorded as a capital lease in
     respect of which such Person is liable as lessee.

          "Cash Collateralize" means, as provided in Section 3.7 hereof, to
     pledge and deposit with or deliver to the Agent, for the benefit of the
     Agent, the Issuing Bank, the Swingline Bank and the Banks, as collateral
     for the Obligations, cash or deposit account balances pursuant to
     documentation in form and substance satisfactory to the Agent, the
     Swingline Bank and the Issuing Bank (which documents are hereby consented
     to by the Banks). Derivatives of such term shall have corresponding
     meanings.

          "Change of Control" means the occurrence, after the date of this
     Agreement, of any of the following: (a) any Person or two or more Persons
     acting in concert acquiring beneficial ownership (within the meaning of
     Rule 13d-3 of the SEC under the Exchange Act), directly or indirectly, of
     securities of the Borrower (or other securities convertible into such
     securities) representing 30% or more of the combined voting power of all




                                       3
<PAGE>   10

     securities of the Borrower entitled to vote in the election of directors;
     or (b) during any period of up to 12 consecutive months, commencing after
     the Closing Date, individuals who at the beginning of such 12-month period
     were directors of the Borrower ceasing for any reason to constitute a
     majority of the Board of Directors of the Borrower unless the Persons
     replacing such individuals were nominated by the Board of Directors of the
     Borrower; or (c) any Person or two or more Persons acting in concert
     acquiring by contract or otherwise, or entering into a contract or
     arrangement which upon consummation will result in its or their acquisition
     of, or control over, securities of the Borrower (or other securities
     convertible into such securities) representing 30% or more of the combined
     voting power of all securities of the Borrower entitled to vote in the
     election of directors.

          "Closing Date" means the date on or prior to January 13, 2000, on
     which all conditions precedent set forth in Section 5.1 are satisfied or
     waived by all Banks (or, in the case of subsection 5.1(e), waived by the
     Person entitled to receive such payment).

          "Code" means the Internal Revenue Code of 1986, and regulations
     promulgated thereunder.

          "Collateral" means all property and interests in property and proceeds
     thereof now owned or hereafter acquired by the Borrower in or upon which a
     Lien now or hereafter exists in favor of the Banks, or the Collateral Agent
     on behalf of the Banks or the Secured Parties, as the case may be, whether
     under this Agreement or under any other Collateral Documents.

          "Collateral Agency Agreement" means that certain Collateral Agency
     Agreement of even date herewith by and among the Collateral Agent, the
     Banks and the lenders party to the 364-Day Credit Agreement.

          "Collateral Agent" means BofA, in its capacity as collateral agent for
     the Banks and the other Secured Parties.

          "Collateral Documents" means, collectively, (i) the Security Agreement
     and all other security agreements and other similar agreements between the
     Borrower and the Banks, or the Collateral Agent for the benefit of the
     Banks and the other Secured Parties, now or hereafter delivered to the
     Banks or the Collateral Agent pursuant to or in connection with the
     transactions contemplated hereby, and all financing statements (or
     comparable documents now or hereafter filed in accordance with the Uniform
     Commercial Code or comparable law) against the Borrower as debtor in favor
     of the Banks, or the Collateral Agent for the benefit of the Banks and the
     other Secured Parties, as secured party and (ii) any amendments,
     supplements, modifications, renewals, replacements, consolidations,
     substitutions and extensions of any of the foregoing.

          "Commitment," as to each Bank, has the meaning specified in Section
     2.1.

          "Compliance Certificate" means a certificate substantially in the form
     of Exhibit C.



                                       4
<PAGE>   11

          "Consolidated" and any derivative thereof each means, with reference
     to the accounts or financial reports of any Person, the consolidated
     accounts or financial reports of such Person and each Subsidiary of such
     Person determined in accordance with GAAP.

          "Contingent Obligation" means, as to any Person, any direct or
     indirect liability of that Person, whether or not contingent, with or
     without recourse, (a) with respect to any Indebtedness, lease, dividend,
     letter of credit or other obligation (the "primary obligations") of another
     Person (the "primary obligor"), including any obligation of that Person (i)
     to purchase, repurchase or otherwise acquire such primary obligations or
     any security therefor, (ii) to advance or provide funds for the payment or
     discharge of any such primary obligation, or to maintain working capital or
     equity capital of the primary obligor or otherwise to maintain the net
     worth or solvency or any balance sheet item, level of income or financial
     condition of the primary obligor, (iii) to purchase property, securities or
     services primarily for the purpose of assuring the owner of any such
     primary obligation of the ability of the primary obligor to make payment of
     such primary obligation or otherwise to assure or hold harmless the holder
     of any such primary obligation against loss in respect thereof; (b) with
     respect to primary obligations of a primary obligor in connection with any
     synthetic lease or similar off balance sheet lease transaction or
     securitization transaction (each of (a) and (b) a "Guaranty Obligation"),
     (c) with respect to any Surety Instrument issued for the account of that
     Person or as to which that Person is otherwise liable for reimbursement of
     drawings or payments; (d) to purchase any materials, supplies or other
     property from, or to obtain the services of, another Person if the primary
     purpose of the contract or other related document or obligation requires
     that payment for such materials, supplies or other property, or for such
     services, shall be made regardless of whether delivery of such materials,
     supplies or other property is ever made or tendered, or such services are
     ever performed or tendered, or (e) in respect of any Swap Contract. The
     amount of any Contingent Obligation shall, in the case of Guaranty
     Obligations, be deemed equal to the stated or determinable amount of the
     primary obligation in respect of which such Guaranty Obligation is made or,
     if not stated or if indeterminable, the maximum reasonably anticipated
     liability in respect thereof, and in the case of other Contingent
     Obligations, shall be equal to the maximum reasonably anticipated liability
     in respect thereof.

          "Contractual Obligation" means, as to any Person, any provision of any
     security issued by such Person or of any agreement, undertaking, contract,
     indenture, mortgage, deed of trust or other instrument, document or
     agreement to which such Person is a party or by which it or any of its
     property is bound.

          "Conversion/Continuation Date" means any date on which, under Section
     2.4, the Borrower (a) converts Loans of one Type to another Type, or (b)
     continues as Loans of the same Type, but with a new Interest Period, Loans
     having Interest Periods expiring on such date.

          "Credit Extension" means and includes the making of any Revolving
     Loans or Swingline Loans hereunder, and (b) the Issuance of any Letters of
     Credit hereunder (including the Existing BofA Letters of Credit).



                                       5
<PAGE>   12

          "Current Liabilities" of any Person means, as of any date of
     determination, all liabilities of such Person (including estimated accrued
     taxes, all Revolving Loans outstanding hereunder and any Indebtedness
     outstanding under the 364-Day Credit Agreement but excluding any
     obligations under the Multicurrency Note Purchase Facility which are fully
     cash collateralized) which in accordance with GAAP should be classified as
     current liabilities of such Person, including the amount of any redeemable
     preferred stock of such Person that is redeemable for cash at the option of
     the holder thereof or that is mandatorily redeemable by such Person within
     one year of such date of determination, valued at the applicable redemption
     price, plus accrued and unpaid dividends payable in respect of such
     redeemable preferred stock.

          "Current Liquid Assets" of any Person means, as of any date of
     determination, all cash, short-term investments and accounts receivable, in
     each case as shown on the most recent balance sheet of such Person and
     determined in accordance with GAAP (but excluding any such assets deposited
     to collateralize any obligations under the Multicurrency Note Purchase
     Facility).

          "Default" means any event or circumstance which, with the giving of
     notice, the lapse of time, or both, would (if not cured or otherwise
     remedied during such time) constitute an Event of Default.

          "Directing Banks" has the meaning specified in the Security Agreement.

          "Dollars," "dollars" and "$" each mean lawful money of the United
     States.

          "EBITDA" means, for any period, for the Borrower and its Subsidiaries
     on a Consolidated basis, determined in accordance with GAAP, the sum of (a)
     the Net Income (or Net Loss) for such period, plus (b) all amounts treated
     as expenses for depreciation, interest and the amortization of intangibles
     of any kind to the extent included in the determination of such Net Income
     (or Net Loss), plus (c) all accrued taxes on or measured by income to the
     extent included in the determination of such Net Income (or Net Loss), plus
     (d) all restructuring and litigation charges recorded in fiscal 1999, the
     first fiscal quarter 2000 and the second fiscal quarter 2000 to the extent
     included in the determination of such Net Income (or Net Loss).

          "Effective Amount" means with respect to any Revolving Loans or
     Swingline Loans, as the case may be, on any date, the aggregate outstanding
     principal amount thereof after giving effect to any Borrowings and
     prepayments or repayments of Revolving Loans or Swingline Loans occurring
     on such date; and (b) with respect to any outstanding L/C Obligations on
     any date, the amount of such L/C Obligations on such date after giving
     effect to any Issuances of Letters of Credit occurring on such date and any
     other changes in the aggregate amount of the L/C Obligations as of such
     date, including as a result of any reimbursements of outstanding unpaid
     drawings under any Letters of Credit or any reductions in the maximum
     amount available for drawing under Letters of Credit taking effect on such
     date.



                                       6
<PAGE>   13

          "Eligible Assignee" means (a) a commercial bank organized under the
     laws of the United States, or any state thereof, and having a combined
     capital and surplus of at least $200,000,000; (b) a commercial bank
     organized under the laws of any other country which is a member of the
     Organization for Economic Cooperation and Development (the "OECD"), or a
     political subdivision of any such country, and having a combined capital
     and surplus of at least $200,000,000, provided that such bank is acting
     through a branch or agency located in the United States; and (c) a Person
     that is primarily engaged in the business of commercial banking and that is
     (i) a Subsidiary of a Bank, (ii) a Subsidiary of a Person of which a Bank
     is a Subsidiary, or (iii) a Person of which a Bank is a Subsidiary.

          "Environmental Claims" means all claims, however asserted, by any
     Governmental Authority or other Person alleging potential liability or
     responsibility for violation of any Environmental Law, or for release or
     injury to the environment.

          "Environmental Laws" means all federal, state or local laws, statutes,
     common law duties, rules, regulations, ordinances and codes, together with
     all administrative orders, directed duties, requests, licenses,
     authorizations and permits of, and agreements with, any Governmental
     Authorities, in each case relating to environmental, health, safety and
     land use matters.

          "ERISA" means the Employee Retirement Income Security Act of 1974.

          "ERISA Affiliate" means any trade or business (whether or not
     incorporated) under common control with the Borrower within the meaning of
     Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code
     for purposes of provisions relating to Section 412 of the Code).

          "ERISA Event" means (a) a Reportable Event with respect to a Pension
     Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a
     Pension Plan subject to Section 4063 of ERISA during a plan year in which
     it was a substantial employer (as defined in Section 4001(a)(2) of ERISA)
     or a cessation of operations which is treated as such a withdrawal under
     Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the
     Borrower or any ERISA Affiliate from a Multiemployer Plan or notification
     that a Multiemployer Plan is in reorganization; (d) the filing of a notice
     of intent to terminate, the treatment of a Plan amendment as a termination
     under Section 4041 or 4041A of ERISA, or the commencement of proceedings by
     the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or
     condition which might reasonably be expected to constitute grounds under
     Section 4042 of ERISA for the termination of, or the appointment of a
     trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
     imposition of any liability under Title IV of ERISA, other than PBGC
     premiums due but not delinquent under Section 4007 of ERISA, upon the
     Borrower or any ERISA Affiliate.

          "Eurodollar Reserve Percentage" has the meaning specified in the
     definition of "Offshore Rate."



                                       7
<PAGE>   14

          "Event of Default" means any of the events or circumstances specified
     in Section 9.1.

          "Exchange Act" means the Securities Exchange Act of 1934.

          "Existing BofA Letters of Credit" means the letters of credit issued
     by BofA for the account of the Borrower and outstanding under the Prior
     Credit Agreement on the Closing Date.

          "FDIC" means the Federal Deposit Insurance Corporation, and any
     Governmental Authority succeeding to any of its principal functions.

          "Federal Funds Rate" means, for any day, the rate set forth in the
     weekly statistical release designated as H.15(519), or any successor
     publication, published by the Federal Reserve Bank of New York with respect
     to the preceding Business Day opposite the caption "Federal Funds
     (Effective)"; or, if for any relevant day such rate is not so published
     with respect to any such preceding Business Day, the rate for such day will
     be the arithmetic mean as determined by the Agent of the rates for the last
     transaction in overnight Federal funds arranged prior to 9:00 a.m. (New
     York City time) on that day by each of three leading brokers of Federal
     funds transactions in New York City selected by the Agent.

          "FRB" means the Board of Governors of the Federal Reserve System, and
     any Governmental Authority succeeding to any of its principal functions.

          "GAAP" means generally accepted accounting principles set forth from
     time to time in the opinions and pronouncements of the Accounting
     Principles Board and the American Institute of Certified Public Accountants
     and statements and pronouncements of the Financial Accounting Standards
     Board (or agencies with similar functions of comparable stature and
     authority within the U.S. accounting profession), which are applicable to
     the circumstances as of the date of determination.

          "Governmental Authority" means any nation or government, any state or
     other political subdivision thereof, any central bank (or similar monetary
     or regulatory authority) thereof, any entity exercising executive,
     legislative, judicial, regulatory or administrative functions of or
     pertaining to government, and any corporation or other entity owned or
     controlled, through stock or capital ownership or otherwise, by any of the
     foregoing.

          "Guaranty Obligation" has the meaning specified in the definition of
     "Contingent Obligation."

          "Honor Date" means each date that any amount is paid by the Issuing
     Bank under any Letter of Credit.

          "Indebtedness" of any Person means, without duplication, (a) all
     indebtedness for borrowed money; (b) all obligations issued, undertaken or
     assumed as the deferred purchase price of property or services (other than
     trade payables entered into in the




                                       8
<PAGE>   15

     ordinary course of business on ordinary terms); (c) all reimbursement or
     payment obligations (contingent or otherwise) with respect to Surety
     Instruments; (d) all obligations evidenced by notes, bonds, debentures or
     similar instruments, including obligations so evidenced incurred in
     connection with the acquisition of property, assets or businesses; (e) all
     indebtedness created or arising under any conditional sale or other title
     retention agreement, or incurred as financing, in either case with respect
     to property acquired by the Person (even though the rights and remedies of
     the seller or bank under such agreement in the event of default are limited
     to repossession or sale of such property); (f) all obligations with respect
     to Capital Leases; (g) all indebtedness referred to in clauses (a) through
     (f) above secured by (or for which the holder of such Indebtedness has an
     existing right, contingent or otherwise, to be secured by) any Lien upon or
     in property (including accounts and contracts rights) owned by such Person,
     even though such Person has not assumed or become liable for the payment of
     such Indebtedness; and (h) all Guaranty Obligations in respect of
     indebtedness or obligations of others of the kinds referred to in clauses
     (a) through (g) above.

          "Indemnified Liabilities" has the meaning specified in Section 11.5.

          "Indemnified Person" has the meaning specified in Section 11.5.

          "Independent Auditor" has the meaning specified in subsection 7.1(a).

          "Insolvency Proceeding" means, with respect to any Person, (a) any
     case, action or proceeding with respect to such Person before any court or
     other Governmental Authority relating to bankruptcy, reorganization,
     insolvency, liquidation, receivership, dissolution, winding-up or relief of
     debtors, or (b) any general assignment for the benefit of creditors,
     composition, marshalling of assets for creditors, or other, similar
     arrangement in respect of its creditors generally or any substantial
     portion of its creditors; in either case undertaken under U.S. Federal,
     state or foreign law, including the Bankruptcy Code.

          "Interest Payment Date" means, (a) as to any Loan other than a Base
     Rate Loan, the last day of each Interest Period applicable to such Loan and
     (b) as to any Base Rate Loan other than a Swingline Loan, the last Business
     Day of each calendar quarter, and (c) as to any Base Rate Loans which are
     Swingline Loans, the Business Day agreed upon by the Borrower and the
     Swingline Bank which shall not be later than the seventh Business Day
     following the Borrowing Date thereof; provided, however, that if any
     Interest Period for an Offshore Rate Loan exceeds three months, the date
     that falls three months after the beginning of such Interest Period and
     after each Interest Payment Date thereafter is also an Interest Payment
     Date.

          "Interest Period" means, as to any Offshore Rate Loan, the period
     commencing on the Borrowing Date of such Loan or on the
     Conversion/Continuation Date on which the Loan is converted into or
     continued as an Offshore Rate Loan, and ending on the date one, two, three
     or six months thereafter as selected by the Borrower in its Notice of
     Borrowing or Notice of Conversion/Continuation; provided that:



                                       9
<PAGE>   16
               (a) if any Interest Period would otherwise end on a day that is
          not a Business Day, that Interest Period shall be extended to the
          following Business Day unless the result of such extension would be to
          carry such Interest Period into another calendar month, in which event
          such Interest Period shall end on the preceding Business Day;

               (b) any Interest Period that begins on the last Business Day of a
          calendar month (or on a day for which there is no numerically
          corresponding day in the calendar month at the end of such Interest
          Period) shall end on the last Business Day of the calendar month at
          the end of such Interest Period; and

               (c) no Interest Period for any Loan shall extend beyond the
          Revolving Termination Date.

          "Investments" has the meaning specified in Section 8.4.

          "IRS" means the Internal Revenue Service, and any Governmental
     Authority succeeding to any of its principal functions under the Code.

          "Issuance Date" has the meaning specified in subsection 3.1(a).

          "Issue" means, with respect to any Letter of Credit, to incorporate
     the Existing BofA Letters of Credit into this Agreement, or to issue or to
     extend the expiry of, or to renew or increase the amount of, such Letter of
     Credit; and the terms "Issued," "Issuing" and "Issuance" have corresponding
     meanings.

          "Issuing Bank" means BofA in its capacity as issuer of one or more
     Letters of Credit hereunder, together with any replacement letter of credit
     issuer arising under subsection 10.1(b) or Section 10.9.

          "Joint Venture" means a single-purpose corporation, partnership,
     limited liability company, joint venture or other similar legal arrangement
     (whether created by contract or conducted through a separate legal entity)
     now or hereafter formed by the Borrower or any of its Subsidiaries with
     another Person in order to conduct a common venture or enterprise with such
     Person.

          "L/C Advance" means each Bank's participation in any L/C Borrowing in
     accordance with its Pro Rata Share.

          "L/C Amendment Application" means an application for amendment of
     outstanding standby or commercial documentary letters of credit, in the
     form as shall at any time be in use at the Issuing Bank, as the Issuing
     Bank shall reasonably request.

          "L/C Application" means an application for issuances of standby or
     commercial documentary letters of credit, in the form as shall at any time
     be in use at the Issuing Bank, as the Issuing Bank shall reasonably
     request.



                                       10
<PAGE>   17

          "L/C Borrowing" means an extension of credit resulting from a drawing
     under any Letter of Credit which shall not have been reimbursed on the date
     when made nor converted into a Borrowing of Revolving Loans under
     subsection 3.3(c).

          "L/C Commitment" means the commitment of the Issuing Bank to Issue,
     and the commitment of the Banks severally to participate in, Letters of
     Credit (including the Existing BofA Letters of Credit) from time to time
     Issued or outstanding under Article III, in an aggregate amount not to
     exceed on any date the amount of $75,000,000, as the same shall be reduced
     as a result of a reduction in the L/C Commitment pursuant to Section 2.5;
     provided that the L/C Commitment is a part of the combined Commitments,
     rather than a separate, independent commitment.

          "L/C Obligations" means at any time the sum of (a) the aggregate
     undrawn amount of all Letters of Credit then outstanding, plus (b) the
     amount of all unreimbursed drawings under all Letters of Credit, including
     all outstanding L/C Borrowings.

          "L/C-Related Documents" means the Letters of Credit, the L/C
     Applications, the L/C Amendment Applications and any other document
     relating to any Letter of Credit, including any of the Issuing Bank's
     standard form documents for letter of credit issuances.

          "Lead Arranger" means Banc of America Securities LLC, a Delaware
     limited liability company, in its capacity as Sole Lead Arranger and Sole
     Book Manager.

          "Lending Office" means, as to any Bank, the office or offices of such
     Bank specified as its "Lending Office" on Schedule 11.2, or such other
     office or offices as such Bank may from time to time notify the Borrower
     and the Agent.

          "Letters of Credit" means any letters of credit (whether standby
     letters of credit or commercial documentary letters of credit) Issued by
     the Issuing Bank pursuant to Article III and, as of the Closing Date, the
     Existing BofA Letters of Credit.

          "Lien" means any security interest, mortgage, deed of trust, pledge,
     hypothecation, assignment, charge or deposit arrangement, encumbrance, lien
     (statutory or other) or preferential arrangement of any kind or nature
     whatsoever in respect of any property (including those created by, arising
     under or evidenced by any conditional sale or other title retention
     agreement, the interest of a lessor under a Capital Lease, any financing
     lease having substantially the same economic effect as any of the
     foregoing, or the filing of any financing statement naming the owner of the
     asset to which such lien relates as debtor, under the Uniform Commercial
     Code or any comparable law) and any contingent or other agreement to
     provide any of the foregoing, but not including the interest of a lessor
     under an Operating Lease.

          "Loan" means an extension of credit by a Bank or the Swingline Bank to
     the Borrower under Article II or Article III in the form of a Revolving
     Loan, Swingline Loan or L/C Advance.



                                       11
<PAGE>   18

          "Loan Documents" means this Agreement, any Notes, the L/C Related
     Documents, the Collateral Documents, the Fee Letter and all other documents
     delivered by or on behalf of the Borrower to the Agent or any Bank in
     connection with the transactions contemplated by this Agreement.

          "Margin Stock" means "margin stock" as such term is defined in
     Regulation T, U or X of the FRB.

          "Material Adverse Effect" means (a) a material adverse change in, or a
     material adverse effect upon, the operations, business, properties,
     condition (financial or otherwise) or prospects of the Borrower and its
     Subsidiaries taken as a whole; (b) a material impairment of the ability of
     the Borrower to perform under any Loan Document and to avoid any Event of
     Default; or (c) a material adverse effect upon (i) the legality, validity,
     binding effect or enforceability against the Borrower of any Loan Document
     or (ii) the perfection or priority of any Lien on any material portion of
     the Collateral granted under any of the Collateral Documents.

          "Material Subsidiary" means any Subsidiary that at any time either (a)
     owns or holds title to 5% or more of the Consolidated assets of the
     Borrower and its Consolidated Subsidiaries or (b) accounts for 5% or more
     of the Consolidated revenue of the Borrower and its Consolidated
     Subsidiaries, in each case as determined in accordance with GAAP.

          "Multicurrency Note Purchase Facility" means the facility pursuant to
     the Second Amended and Restated Contingent Multicurrency Note Purchase
     Commitment Agreement dated as of January 15, 1998 (as amended, restated,
     modified or supplemented from time to time) between Borrower and BofA,
     whereby BofA has agreed to purchase certain notes of the Borrower subject,
     in certain cases, to collateralization in cash and other investments or any
     similar facility designed to accomplish the same objectives.

          "Multiemployer Plan" means a "multiemployer plan", within the meaning
     of Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
     Affiliate makes, is making, or is obligated to make contributions or,
     during the preceding three calendar years, has made, or been obligated to
     make, contributions.

          "Net Income" means, with respect to any Person for any period, net
     income of such Person, as determined by such Person in accordance with
     GAAP.

          "Net Loss" means, with respect to any Person for any period, negative
     Net Income of such Person, as determined by such Person in accordance with
     GAAP.

          "Note" means a promissory note executed by the Borrower in favor of a
     Bank pursuant to subsection 2.2(b), in substantially the form of Exhibit F.

          "Notice of Borrowing" means a notice in substantially the form of
     Exhibit A.

          "Notice of Conversion/Continuation" means a notice in substantially
     the form of Exhibit B.



                                       12
<PAGE>   19

          "Obligations" means all advances, debts, liabilities, obligations,
     covenants and duties arising under any Loan Document owing by the Borrower
     to any Bank, the Issuing Bank, the Swingline Bank, the Agent, the
     Collateral Agent or any Indemnified Person, whether direct or indirect
     (including those acquired by assignment), absolute or contingent, due or to
     become due, now existing or hereafter arising.

          "Offshore Rate": For any Interest Period, with respect to Offshore
     Rate Loans comprising part of the same Borrowing, the rate equal to (A) (i)
     the rate of interest per annum determined by the Agent to be the rate of
     interest per annum appearing on Dow Jones Page 3750 (as defined below) for
     Dollar deposits in an amount substantially equal to the proposed Offshore
     Rate Loan to be made, continued or converted by BofA, and having a maturity
     comparable to such Interest Period, at approximately 11:00 a.m. (London
     time) two Business Days prior to the commencement of such Interest Period,
     subject to clause (ii) below; or (ii) if for any reason the rate is not
     available as provided in the preceding clause (i) of this definition, the
     "Offshore Rate" instead means the rate of interest per annum determined by
     the Agent (rounded to the next higher 1/16 of 1%) to be the rate at which
     deposits in Dollars are offered to prime banks by the principal office of
     BofA in the London interbank market, at approximately 11:00 a.m. (London
     time), two Business Days before the first day of such Interest Period, in
     the approximate amount of the Offshore Rate Loan to be made by BofA and for
     a period of time comparable to such Interest Period; divided by (B) a
     number equal to 1.00 minus the aggregate (but without duplication) of the
     rate (expressed as a decimal fraction) of reserve requirements in effect on
     the day which is two Business Days prior to the commencement of such
     Interest Period (including basic, supplemental, marginal and emergency
     reserves under any regulations of the Board of Governors of the Federal
     Reserve System or other governmental authority having jurisdiction with
     respect thereto, as in effect at the time BofA quotes its rate to the
     Agent) for Eurocurrency funding of domestic assets (currently referred to
     as "Eurocurrency liabilities" in Regulation D of such Board) that are
     required to be maintained by a member bank of such System. The
     determination of the Offshore Rate by the Agent shall be conclusive in the
     absence of manifest error. As used in this definition, "Dow Jones Page
     3750" means the display designated as "3750" on the Dow Jones Market
     Service (formerly known as the Telerate Service) or any replacement page
     thereof or successor thereto.

          "Offshore Rate Loan" means a Loan that bears interest based on the
     Offshore Rate.

          "Operating Lease" means, for any Person, any lease of any property of
     any kind by that Person as lessee which is not a Capital Lease.

          "Operating Loss" of any Person means, as of the date of determination,
     operating losses as calculated in accordance with GAAP.

          "Organization Documents" means, for any Person, the certificate or
     articles of incorporation, the bylaws, any certificate of determination or
     instrument relating to the rights of preferred shareholders of such
     corporation, any shareholder rights agreement,




                                       13
<PAGE>   20

     any other applicable organizational or constitutional documents and all
     applicable resolutions of the board of directors (or any committee thereof)
     of such Person.

          "Participant" has the meaning specified in subsection 11.8(d).

          "PBGC" means the Pension Benefit Guaranty Corporation, or any
     Governmental Authority succeeding to any of its principal functions under
     ERISA.

          "Pension Plan" means a pension plan (as defined in Section 3(2) of
     ERISA) subject to Title IV of ERISA which the Borrower sponsors, maintains,
     or to which it makes, is making, or is obligated to make contributions, or
     in the case of a multiple employer plan (as described in Section 4064(a) of
     ERISA) has made contributions at any time during the immediately preceding
     five (5) plan years.

          "Permitted Liens" has the meaning specified in Section 8.1.

          "Permitted Swap Obligations" means all obligations (contingent or
     otherwise) of the Borrower or any Subsidiary existing or arising under Swap
     Contracts, provided that such obligations are (or were) entered into in
     connection with a bona fide hedging operation that provides offsetting
     benefits to such Person.

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

          "Plan" means an employee benefit plan (as defined in Section 3(3) of
     ERISA) which the Borrower sponsors or maintains or to which the Borrower
     makes, is making, or is obligated to make contributions and includes any
     Pension Plan.

          "Prior Credit Agreement" has the meaning specified in the recitals
     hereof.

          "Pro Rata Share" means, as to any Bank at any time, the percentage
     equivalent (expressed as a decimal, rounded to the ninth decimal place) at
     such time of such Bank's Commitment divided by the combined Commitments of
     all Banks (or, if all Commitments have been terminated, the aggregate
     principal amount of such Bank's Loans divided by the aggregate principal
     amount of the Loans then held by all Banks). The initial Pro Rata Share of
     each Bank is set forth opposite such Bank's name in Schedule 2.1 under the
     heading Pro Rata Share.

          "Receivable" means any right to payment from an account receivable
     obligor, arising from the sale of goods or services or the licensing of
     intellectual property rights by the Borrower in the ordinary course of its
     business.

          "Reportable Event" means, any of the events set forth in Section
     4043(c) of ERISA or the regulations thereunder, other than any such event
     for which the 30-day notice requirement under ERISA has been waived in
     regulations issued by the PBGC.



                                       14
<PAGE>   21

          "Required Banks" means at any time Banks then holding at least 51% of
     the aggregate amount of the Commitments or, if no Commitments are
     outstanding, Banks then having at least 51% of the then aggregate unpaid
     principal amount of the Loans (including the Swingline Loans).

          "Requirement of Law" means, as to any Person, any law (statutory or
     common), treaty, rule or regulation or determination of an arbitrator or of
     a Governmental Authority, in each case applicable to or binding upon the
     Person or any of its property or to which the Person or any of its property
     is subject.

          "Responsible Officer" means, with respect to the Borrower, the chief
     executive officer, the president, any vice president, the treasurer, chief
     operating officer or chief financial officer, assistant treasurer, or the
     secretary of the Borrower, or any other officer having substantially the
     same authority and responsibility; or, with respect to compliance with
     financial covenants, the chief financial officer, assistant treasurer or
     the treasurer of the Borrower, or any other officer having substantially
     the same authority and responsibility.

          "Revolving Loan" has the meaning specified in Section 2.1, and may be
     a Base Rate Loan or an Offshore Rate Loan (each, a "Type" of Revolving
     Loan).

          "Revolving Termination Date" means the earlier to occur of:

               (a) October 23, 2001; and

               (b) the date on which the Commitments terminate in accordance
          with the provisions of this Agreement.

          "SEC" means the Securities and Exchange Commission, or any
     Governmental Authority succeeding to any of its principal functions.

          "Secured Parties" has the meaning specified in the Security Agreement.

          "Security Agreement" means a Security Agreement between the Borrower,
     as debtor, in favor of the Collateral Agent, as secured party, in
     substantially the form of Exhibit G.

          "Senior Funded Debt" means, as of any date of determination, any
     indebtedness for borrowed money then outstanding and (without duplication)
     any contingent or non-contingent reimbursement obligations in respect of
     any Letter of Credit then outstanding hereunder, but excluding any
     Indebtedness then outstanding incurred by the Borrower pursuant to the
     Multicurrency Note Purchase Facility.

          "Subordinated Indebtedness" means Indebtedness which is expressly
     subordinated to the Obligations on terms consented to in writing by the
     Required Banks.

          "Subsidiary" of a Person means any corporation, association,
     partnership, limited liability company, joint venture, trust or other
     business entity of which more than 50% of




                                       15
<PAGE>   22

     the voting stock, membership interests or other equity interests (in the
     case of Persons other than corporations), is owned or controlled directly
     or indirectly by the Person, or one or more of the Subsidiaries of the
     Person, or a combination thereof. Unless the context otherwise clearly
     requires, references herein to a "Subsidiary" refer to a Subsidiary of the
     Borrower.

          "Surety Instruments" means all letters of credit (including standby
     and commercial), banker's acceptances, bank guaranties, shipside bonds,
     surety bonds and similar instruments.

          "Swap Contract" means any agreement, whether or not in writing,
     relating to any transaction that is a rate swap, basis swap, forward rate
     transaction, commodity swap, commodity option, equity or equity index swap
     or option, bond, note or bill option, interest rate option, forward foreign
     exchange transaction, cap, collar or floor transaction, currency swap,
     cross-currency rate swap, swaption, currency option or any other, similar
     transaction (including any option to enter into any of the foregoing) or
     any combination of the foregoing, and, unless the context otherwise clearly
     requires, any master agreement relating to or governing any or all of the
     foregoing.

          "Swingline Bank" means BofA.

          "Swingline Commitment" has the meaning specified in Section 2.10(a).

          "Swingline Loan" has the meaning specified in Section 2.10(a).

          "Tangible Net Worth" means, with respect to any Person as of any date
     of determination, Total Assets of such Person as of such date minus Total
     Liabilities of such Person as of such date and minus the carrying value of
     (a) goodwill, organizational expenses, patents, patent applications,
     trademarks, trademark applications, trade names, service marks, service
     mark applications, copyrights, designs and other intellectual property and
     licenses therefor and rights therein, and other similar intangibles, (b)
     all amortizing debt issuance expenses carried as an asset, (c) all reserves
     carried and not deducted from assets or not reflected as a liability, and
     (d) cash held in a sinking or other analogous fund established for the
     purpose of redemption, retirement or prepayment of any capital stock or any
     Indebtedness or Contingent Obligation, if no offsetting liability exists
     with respect to such Indebtedness or Contingent Obligation on the balance
     sheet of such Person.

          "Taxes" means any and all present or future taxes (including any taxes
     on any additional amounts required to be paid to the Agent or the Banks),
     levies, assessments, imposts, duties, deductions, fees, withholdings or
     similar charges, and all liabilities with respect thereto, excluding, in
     the case of each Bank and the Agent, respectively, (a) taxes imposed on its
     income by the United States and taxes imposed on its income, and franchise
     taxes imposed on it, by the jurisdiction under the laws of which such Bank
     or the Agent (as the case may be) is organized or any political subdivision
     thereof, and (b) taxes imposed on its income, and franchise taxes imposed
     on it, by the jurisdiction of such Bank's Lending Office, or any political
     subdivision thereof.



                                       16
<PAGE>   23

          "Total Assets" of any Person means all property, whether real,
     personal, tangible, intangible or otherwise, which, in accordance with
     GAAP, should be included in determining total assets as shown on the assets
     portion of a balance sheet of such Person.

          "Total Capital" of any Person means the sum of the Consolidated
     Tangible Net Worth of such Person plus Consolidated Total Debt of such
     Person.

          "Total Commitment Amount" means the total amount of Commitments
     available hereunder during the following periods:

<TABLE>
<CAPTION>
                                                                         TOTAL COMMITMENT AMOUNT
                                        PERIOD                                NOT TO EXCEED

<S>                 <C>                                                   <C>
           1)       To December 31, 1998                                  $      350,000,000

           2)       December 31, 1998 to March 31, 1999                   $      337,500,000

           3)       March 31, 1999 to June 30, 1999                       $      325,000,000

           4)       June 30, 1999 to September 30, 1999                   $      312,500,000

           5)       September 30, 1999 to December 31, 1999               $      300,000,000

           6)       December 31, 1999 to March 31, 2000                   $      287,500,000

           7)       March 31, 2000 to June 30, 2000                       $      275,000,000

           8)       June 30, 2000 to September 29, 2000                   $      262,500,000

           9)       September 29, 2000 to December 29, 2000               $      250,000,000

           10)      December 29, 2000 to March 30, 2001                   $      237,500,000

           11)      March 30, 2001 to June 29, 2001                       $      225,000,000

           12)      June 29, 2001 to September 28, 2001                   $      212,500,000

           13)      September 28, 2001 to Revolving Termination Date      $      200,000,000

           14)      Revolving Termination Date                            $                0
</TABLE>

          "Total Debt" means, with respect to any Person, all Indebtedness of
     such person incurred for borrowed money plus, without duplication, all
     reimbursement obligations in respect of letters of credit plus all
     obligations outstanding pursuant to the Multicurrency Note Purchase
     Facility.



                                       17
<PAGE>   24

          "Total Leverage Ratio" means, with respect to any Person, the ratio
     that (i) Consolidated Total Debt bears to (ii) Total Capital of such
     Person.

          "Total Liabilities" of any Person means all obligations, including,
     without limitation, all Indebtedness (other than Guaranty Obligations) of
     such Person, which, in accordance with GAAP, should be included in
     determining total liabilities as shown on the liabilities portion of a
     balance sheet of such Person.

          "Type" has the meaning specified in the definition of "Revolving
     Loan."

          "UCC" means the Uniform Commercial Code as in effect in the State of
     California.

          "Unfunded Pension Liability" means the excess of a Plan's benefit
     liabilities under Section 4001(a)(16) of ERISA, over the current value of
     that Plan's assets, determined in accordance with the assumptions used for
     funding the Pension Plan pursuant to Section 412 of the Code for the
     applicable plan year.

          "United States" and "U.S." each means the United States of America.

          "U.S. Subsidiary" means any Subsidiary incorporated, or otherwise
     formed or organized, in the United States or any jurisdiction thereof.

          "Wholly Owned Subsidiary" means any corporation in which 100% of the
     capital stock of each class having ordinary voting power, and 100% of the
     capital stock of every other class, in each case, at the time as of which
     any determination is being made, is owned, beneficially and of record, by
     the Borrower, or by one or more of the other Wholly Owned Subsidiaries, or
     both; provided that, as to foreign Subsidiaries this definition means any
     corporation in which at least 99% of the capital stock of each class having
     ordinary voting power and at least 99% of the capital stock of every other
     class, at the time as of which any determination is made, in each case is
     owned beneficially and of record by the Borrower or one or more of the
     other Wholly Owned Subsidiaries or both.

          1.2 Other Interpretive Provisions. (a) The meanings of defined
terms are equally applicable to the singular and plural forms of the defined
terms.

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

              (c) (i) The term "documents" includes any and all instruments,
documents, agreements, certificates, indentures, notices and other writings,
however evidenced.

                    (ii) The term "including" is not limiting and means
               "including without limitation."



                                       18
<PAGE>   25

                    (iii) In the computation of periods of time from a specified
               date to a later specified date, the word "from" means "from and
               including"; the words "to" and "until" each mean "to but
               excluding", and the word "through" means "to and including."

                    (iv) The term "property" includes any kind of property or
               asset, real, personal or mixed, tangible or intangible.

               (d) Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement) and other contractual instruments shall be
deemed to include all subsequent amendments and other modifications thereto, but
only to the extent such amendments and other modifications are not prohibited by
the terms of any Loan Document, and (ii) references to any statute or regulation
are to be construed as including all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting the statute or
regulation.

               (e) The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation of this
Agreement.

               (f) This Agreement and other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are cumulative and shall
each be performed in accordance with their terms. Unless otherwise expressly
provided, any reference to any action of the Agent, the Issuing Bank, the
Swingline Bank or the Banks by way of consent, approval or waiver shall be
deemed modified by the phrase "in its/their sole discretion."

               (g) This Agreement and the other Loan Documents are the result of
negotiations among the Agent, the Issuing Bank, the Swingline Bank and the
Borrower and the other parties, have been reviewed by counsel to the Agent, the
Borrower and such other parties, and are the product of all parties.
Accordingly, they shall not be construed against the Banks, the Issuing Bank,
the Swingline Bank or the Agent merely because of the Agent's or Banks'
involvement in their preparation.

          1.3 Accounting Principles. (a) Unless the context otherwise clearly
requires, all accounting terms not expressly defined herein shall be construed,
and all financial computations required under this Agreement shall be made, in
accordance with GAAP, consistently applied.

               (b) References herein to "fiscal year" and "fiscal quarter" refer
to such fiscal periods of the Borrower.

                                   ARTICLE II

                                   THE CREDITS

          2.1 Amounts and Terms of Commitment. Each Bank severally agrees, on
the terms and conditions set forth herein, to make loans to the Borrower (each
such loan, a "Revolving Loan") from time to time on any Business Day during the
period from the Closing Date to the Revolving Termination Date, in an aggregate
amount not to exceed at any time




                                       19
<PAGE>   26

outstanding the amount set forth on Schedule 2.1 under the heading "Commitment"
(such amount, inclusive of such Bank's L/C Commitment and, in the case of BofA,
its Swingline Commitment, as the same may be reduced under Section 2.5 or
Section 2.7 or reduced or increased as a result of one or more assignments under
Section 11.8, the Bank's "Commitment"); provided, however, that, after giving
effect to any Borrowing of Revolving Loans, (i) the Effective Amount of all
outstanding Revolving Loans, the Effective Amount of all Swingline Loans and the
Effective Amount of all L/C Obligations shall not at any time exceed the Total
Commitment Amount; and (ii) the Effective Amount of the Revolving Loans of any
Bank plus the participation of such Bank in the Effective Amount of all
Swingline Loans plus the participation of such Bank in the Effective Amount of
all L/C Obligations shall not at any time exceed such Bank's Commitment (except
for BofA, but solely with respect to its Swingline Commitment), as such Bank's
Commitment may be reduced hereunder. Within the limits of each Bank's
Commitment, and subject to the other terms and conditions hereof, the Borrower
may borrow under this Section 2.1, prepay under Section 2.6 and reborrow under
this Section 2.1.

          2.2 Loan Accounts(a). (a) The Loans made by each Bank (including the
Swingline Bank) and the Letters of Credit Issued by the Issuing Bank shall be
evidenced by one or more accounts or records maintained by such Bank or Issuing
Bank, as the case may be, in the ordinary course of business. The accounts or
records maintained by the Agent, the Issuing Bank and each Bank (including the
Swingline Bank) shall be conclusive absent manifest error of the amount of the
Loans made by the Banks (including the Swingline Bank) to the Borrower and the
Letters of Credit Issued for the account of the Borrower, and the interest and
payments thereon. Any failure so to record or any error in doing so shall not,
however, limit or otherwise affect the obligation of the Borrower hereunder to
pay any amount owing with respect to the Loans or any Letter of Credit.

               (b) Upon the request of any Bank made through the Agent, the
Loans made by such Bank may be evidenced by one or more Notes, instead of or in
addition to loan accounts. Each such Bank shall endorse on the schedules annexed
to its Notes the date, amount and maturity of each Loan made by it and the
amount of each payment of principal made by the Borrower with respect thereto.
Each such Bank is irrevocably authorized by the Borrower to endorse its Notes
and each Bank's record shall be conclusive absent manifest error; provided,
however, that the failure of a Bank to make, or an error in making, a notation
thereon with respect to any Loan shall not limit or otherwise affect the
obligations of the Borrower hereunder or under any such Note to such Bank. Any
Notes delivered by the Borrower to any Bank under this Agreement shall be in
exchange for, but not in payment of, the Notes, if any, held by such Bank under
the Prior Credit Agreement.

          2.3 Procedure for Borrowing. (a) Each Borrowing of Revolving Loans
shall be made upon the Borrower's irrevocable written notice delivered to the
Agent in the form of a Notice of Borrowing (which notice must be received by the
Agent prior to 9:00 a.m. San Francisco time) (i) three Business Days prior to
the requested Borrowing Date, in the case of Offshore Rate Loans; and (ii) on
the Business Day which is the requested Borrowing Date, in the case of Base Rate
Loans, specifying:



                                       20
<PAGE>   27

                    (A)  the amount of the Borrowing, which shall be in an
                         aggregate minimum amount of $10,000,000 or any integral
                         multiple of $1,000,000 in excess thereof;

                    (B)  the requested Borrowing Date, which shall be a Business
                         Day;

                    (C)  the Type of Loans comprising the Borrowing; and

                    (D)  the duration of the Interest Period applicable to such
                         Loans included in such notice. If the Notice of
                         Borrowing fails to specify the duration of the Interest
                         Period for any Borrowing comprised of Offshore Rate
                         Loans, such Interest Period shall be one month.

provided, however, that with respect to the Borrowing to be made on the Closing
Date, the Notice of Borrowing shall be delivered to the Agent not later than
9:00 a.m. (San Francisco time) one Business Day before the Closing Date and such
Borrowing will consist of Base Rate Loans only.

               (b) The Agent will promptly notify each Bank of its receipt of
any Notice of Borrowing and of the amount of such Bank's Pro Rata Share of that
Borrowing.

               (c) Each Bank will make the amount of its Pro Rata Share of each
Borrowing available to the Agent for the account of the Borrower at the Agent's
Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date
requested by the Borrower in funds immediately available to the Agent. The
proceeds of all such Loans will then be made available to the Borrower by the
Agent by (i) wire transfer of immediately available funds to the Borrower at,
Harris Trust, ABA No. 071 000 288, Account No. 4191706, for credit to Storage
Technology Corporation or such other account as the Borrower shall specify to
the Agent or (ii) at the option of the Borrower, by crediting the account of the
Borrower on the books of BofA with the aggregate of the amounts made available
to the Agent by the Banks and, in each case, in like funds as received by the
Agent.

               (d) After giving effect to any Borrowing, unless the Agent shall
otherwise consent, there may not be more than ten different Interest Periods in
effect.

               (e) Any Notice of Borrowing received after the time noted in
subsection 2.3(a) but prior to 5:00 p.m. (San Francisco time) on any Business
Day, shall be deemed to have been received prior to 9:00 a.m. (San Francisco
time) on the next Business Day.

          2.4 Conversion and Continuation Elections (a) The Borrower may with
respect to its Loans, upon irrevocable written notice to the Agent in accordance
with subsection 2.4(b):

                    (i) elect, as of any Business Day, in the case of Base Rate
               Loans, or as of the last day of the applicable Interest Period,
               in the case of any other Type of Revolving Loans, to convert any
               such Revolving Loans


                                       21
<PAGE>   28
               (or any part thereof in an amount not less than $10,000,000, or
               that is in an integral multiple of $1,000,000 in excess thereof)
               into Revolving Loans of any other Type; or

                    (ii) elect as of the last day of the applicable Interest
               Period, to continue any Revolving Loans having Interest Periods
               expiring on such day (or any part thereof in an amount not less
               than $10,000,000, or that is in an integral multiple of
               $1,000,000 in excess thereof);

provided, that if at any time the aggregate amount of Offshore Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $10,000,000, such Offshore Rate Loans shall
automatically convert into Base Rate Loans, and on and after such date the right
of the Borrower to continue such Revolving Loans as, and convert such Loans
into, Offshore Rate Loans shall terminate.

               (b) The Borrower shall deliver a Notice of
Conversion/Continuation to be received by the Agent not later than 9:00 a.m.
(San Francisco time) with respect to its Revolving Loans at least (i) three
Business Days in advance of the Conversion/Continuation Date, if the Revolving
Loans of the Borrower are to be converted into or continued as Offshore Rate
Loans; and (ii) on the Conversion/Continuation Date, if the Revolving Loans of
the Borrower are to be converted into Base Rate Loans, specifying:

                    (A)  the proposed Conversion/Continuation Date;

                    (B)  the aggregate amount of Revolving Loans to be converted
                         or continued;

                    (C)  the Type of Revolving Loans resulting from the proposed
                         conversion or continuation; and

                    (D)  other than in the case of conversions into Base Rate
                         Loans, the duration of the requested Interest Period.

               (c) If upon the expiration of any Interest Period applicable to
Offshore Rate Loans of the Borrower, the Borrower has failed to select timely a
new Interest Period to be applicable to such Offshore Rate Loans or if any
Default or Event of Default then exists, the Borrower shall be deemed to have
elected to convert such Offshore Rate Loans into Base Rate Loans effective as of
the expiration date of such Interest Period.

               (d) The Agent will promptly notify each Bank of its receipt of a
Notice of Conversion/Continuation, or, if no timely notice is provided by the
Borrower, the Agent will promptly notify each Bank of the details of any
automatic conversion. All conversions and continuations shall be made ratably
according to the respective outstanding principal amounts of the Revolving Loans
with respect to which the notice was given held by each Bank.

               (e) Unless the Required Banks otherwise consent, during the
existence of a Default or Event of Default, the Borrower may not elect to have
Loans converted into or continued as an Offshore Rate Loans.



                                       22
<PAGE>   29

               (f) After giving effect to any conversion or continuation of
Revolving Loans, unless the Agent shall otherwise consent, there may not be more
than ten different Interest Periods for all Loans in effect.

          2.5 Voluntary Termination or Reduction of Commitments. (a) Termination
or Reduction of Commitments. The Borrower may, upon not less than five Business
Days' prior notice to the Agent, terminate the Commitments, or permanently
reduce the Commitments by an aggregate minimum amount of $10,000,000 or any
integral multiple of $1,000,000 in excess thereof; unless, after giving effect
thereto and to any prepayments of any Loans made on the effective date thereof,
the Effective Amount of all Revolving Loans, Swingline Loans and/L/C Obligations
together would exceed the amount of the combined Commitments then in effect, or
(b) the Effective Amount of all L/C Obligations then outstanding would exceed
the L/C Commitment. Once reduced in accordance with this Section, the
Commitments may not be increased or reinstated. Any reduction of the Commitments
shall be applied to each Bank's Commitment according to its Pro Rata Share. If
and to the extent specified by the Borrower in the notice to the Agent, some or
all of the reduction in the combined Commitments shall be applied to reduce the
L/C Commitment. All accrued commitment and letter of credit fees to, but not
including, the effective date of any termination of Commitments shall be paid on
the effective date of such termination.

               (b) Automatic Reduction of Swingline Commitment. At no time shall
the Swingline Commitment exceed the combined amount of all Commitments, and any
reduction of the combined amount of all Commitments which reduces the combined
amount of all Commitments below the then current amount of the Swingline
Commitment shall result in an automatic corresponding reduction of the Swingline
Commitment to the amount of the combined Commitments, as so reduced, without any
action on the part of the Swingline Bank.

          2.6 Optional Prepayments. Subject to Section 4.4, the Borrower may, at
any time or from time to time, upon delivery of an irrevocable notice of
prepayment to the Agent prior to 9:00 a.m. (San Francisco time) (a) not less
than three Business Days prior to the date of prepayment in the case of Offshore
Rate Loans, and (b) the same day as the date of prepayment in the case of Base
Rate Loans,

                    (i) ratably prepay Revolving Loans in whole or in part, in
               minimum amounts of $10,000,000 or any integral multiple of
               $1,000,000 in excess thereof, and

                    (ii) prepay in whole or in part Swingline Loans, in amounts
               of $1,000,000 or any integral multiple of $100,000 in excess
               thereof, or in other amounts with the consent of the Swingline
               Bank.

          Any notice of prepayment received after 9:00 a.m. (San Francisco time)
on a Business Day but prior to 5:00 p.m. (San Francisco time) on such Business
Day shall be deemed to have been given prior to 9:00 a.m. (San Francisco time)
on the next Business Day. Any such notice of prepayment shall specify the date
and amount of such prepayment and the Type(s) of Loans to be prepaid.



                                       23
<PAGE>   30

          The Agent will promptly notify each Bank of its receipt of any such
notice, and of such Bank's Pro Rata Share of such prepayment other than for
prepayments of Swingline Loans. If any such notice is given the Borrower shall
make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein, together with accrued interest to
each such date on the amount prepaid and any amounts required pursuant to
Section 4.4.

          2.7 Mandatory Prepayments of Loans; Mandatory Commitment Reductions.

               (a) If, on any date that the Total Commitment Amount
automatically decreases pursuant to the terms hereof, the amount of Loans
outstanding exceeds the then-permitted Total Commitment Amount, the Borrower
shall immediately pay such excess amount to the Agent for the ratable benefit of
the Banks. As the Total Commitment Amount available hereunder is reduced, each
Bank's Commitment amount hereunder shall be automatically reduced in accordance
with its Pro Rata Share of the Total Commitment Amount.

               (b) If on any date on or prior to the Revolving Termination Date
the Effective Amount of L/C Obligations exceeds the L/C Commitment, the Borrower
shall Cash Collateralize on such date the outstanding Letters of Credit in an
amount equal to the excess of the maximum amount then available to be drawn
under the Letters of Credit over the aggregate L/C Commitment. Subject to
Section 4.4, if on any date after giving effect to any Cash Collateralization
made on such date pursuant to the preceding sentence, the Effective Amount of
all Revolving Loans and Swingline Loans then outstanding plus the Effective
Amount of all L/C Obligations exceeds the combined Commitments, the Borrower
shall immediately, and without notice or demand, prepay the outstanding
principal amount of the Revolving Loans, L/C Advances and Swingline Loans (as
necessary) by an amount equal to the applicable excess.

          2.8 Repayment. The Borrower agrees to repay to the Banks on the
Revolving Termination Date the aggregate principal amount of the Loans (together
with accrued interest and fees thereon) outstanding on such date. Additionally,
with respect to Swingline Loans, the Borrower agrees to repay to the Swingline
Bank the principal amount of each Swingline Loan (together with accrued interest
and fees thereon) no later than the seventh Business Day after the date each
such Swingline Loan was made.

          2.9 Interest(a). (a) Each Loan shall bear interest on the outstanding
principal amount thereof from the applicable Borrowing Date at a rate per annum
equal to the Offshore Rate or the Base Rate as the case may be (provided that
with respect to Swingline Loans interest shall only be at the Base Rate unless
and until the Swingline Bank agrees to a different basis pursuant to Section
2.10(a) and subject also to the Borrower's right to convert Revolving Loans to
other Types of Revolving Loans under Section 2.4), plus the Applicable Margin.

               (b) Interest on each Revolving Loan and Swingline Loan of the
Borrower shall be paid by the Borrower in arrears on each Interest Payment Date.
Interest shall also be paid on the date of any prepayment of Loans (other than
Base Rate Loans) under Section 2.6 or 2.7 for the portion of the Loans so
prepaid and upon payment (including prepayment) in full thereof and, during the
existence of any Event of Default, interest shall be paid on demand of the Agent
at the request or with the consent of the Required Banks.



                                       24
<PAGE>   31

               (c) Notwithstanding subsection (a) of this Section, while any
Event of Default exists or after acceleration, the Borrower shall pay interest
(after as well as before entry of judgment thereon to the extent permitted by
law) on the principal amount of all outstanding Obligations, at a rate per annum
which is determined by adding 2% per annum to the Applicable Margin then in
effect for such Loans and, in the case of Obligations not subject to an
Applicable Margin, at a fluctuating rate per annum equal to the Base Rate plus
2%; provided, however, that, on and after the expiration of any Interest Period
applicable to any Offshore Rate Loan outstanding on the date of occurrence of
such Event of Default or acceleration, the principal amount of such Loan shall,
during the continuation of such Event of Default or after acceleration, bear
interest at a fluctuating rate per annum equal to the Base Rate plus the
Applicable Margin then in effect for Base Rate Loans plus 2%.

               (d) Anything herein to the contrary notwithstanding, the
obligations of the Borrower to any Bank hereunder shall be subject to the
limitation that payments of interest shall not be required for any period for
which interest is computed hereunder, to the extent (but only to the extent)
that contracting for or receiving such payment by such Bank would be contrary to
the provisions of any law applicable to such Bank limiting the highest rate of
interest that may be lawfully contracted for, charged or received by such Bank,
and in such event the Borrower shall pay such Bank interest at the highest rate
permitted by applicable law.

               (e) Subject to the effect of subsection 2.9(a), the Applicable
Margin will be determined by the Agent from time to time in accordance with the
pricing grid set forth in Schedule 2.9(e) based on the most recent Compliance
Certificate delivered by the Borrower pursuant hereto. Such determination shall
be based on the calculations as set forth in such Compliance Certificate and
shall apply from the first Business Day after the Agent receives such Compliance
Certificate until and through the Business Day when the Agent receives the
applicable Compliance Certificate for the next fiscal quarter.

          The initial Applicable Margin, applicable from the Closing Date to the
date of delivery of the Compliance Certificate hereunder for the fiscal quarter
ending December 31, 1999, shall be as set forth in the footnote to Schedule
2.9(e).

          2.10 Swingline Loans(a). (a) Subject to the terms and conditions
hereof, the Swingline Bank severally agrees to make a portion of the combined
Commitments available to the Borrower by making swingline loans (individually, a
"Swingline Loan"; collectively, the "Swingline Loans") to the Borrower on any
Business Day during the period from the Closing Date to the Revolving
Termination Date in accordance with the procedures set forth in this Section in
an aggregate principal amount at any one time outstanding not to exceed
$25,000,000 notwithstanding the fact that such Swingline Loans, when aggregated
with the Swingline Bank's outstanding Revolving Loans, may exceed the Swingline
Bank's Commitment (the amount of such commitment of the Swingline Bank to make
Swingline Loans to the Borrower pursuant to this subsection 2.10(a), as the same
shall be reduced pursuant to subsection 2.5(b) and Section 2.7 or as a result of
any assignment pursuant to Section 11.8, the Swingline Bank's "Swingline
Commitment"); provided, that at no time shall (i) the sum of the Effective
Amount of all Swingline Loans plus the Effective Amount of all Revolving Loans
plus the Effective Amount of all L/C Obligations exceed the total of all
Commitments, or (ii) the Effective Amount of all Swingline Loans exceed the
Swingline Commitment. Additionally, no more than an aggregate




                                       25
<PAGE>   32

of three Swingline Loans may be outstanding at any one time, and all Swingline
Loans shall at all times be Base Rate Loans unless otherwise agreed to by the
Swingline Bank in its sole discretion. Within the foregoing limits, and subject
to the other terms and conditions hereof, the Borrower may borrow under this
subsection 2.10(a), prepay pursuant to Section 2.6 and reborrow pursuant to this
subsection 2.10(a).

               (b) Each borrowing of a Swingline Loan shall be made upon the
Borrower's irrevocable written notice to the Agent (with a copy to the Swingline
Bank) in the form of a Notice of Borrowing of any Swingline Loan requested
hereunder specifying (i) the amount to be borrowed, and (ii) the requested
Borrowing date, which must be a Business Day (which notice must be received by
the Swingline Bank and the Agent prior to 9:00 a.m. (San Francisco time) on the
requested Borrowing date; any notice received by the Swingline Bank after 9:00
a.m. (San Francisco time) on a Business Day but before 5:00 p.m. (San Francisco
time) on such Business Day shall be deemed to be received by 9:00 a.m. (San
Francisco time) on the next Business Day).

          Upon receipt of the Notice of Borrowing, the Swingline Bank will
immediately confirm with the Agent (by telephone or in writing) that the Agent
has received a copy of the Notice of Borrowing from the Borrower and, if not,
the Swingline Bank will provide the Agent with a copy thereof.

          Unless the Swingline Bank has received notice prior to 11:30 a.m. on
such Borrowing date from the Agent or any Bank (A) directing the Swingline Bank
not to make the requested Swingline Loan as a result of the limitations set
forth in the proviso set forth in the first sentence of subsection 2.10(a); or
(B) that one or more conditions specified in Article V are not then satisfied;
then, subject to the terms and conditions hereof, the Swingline Bank will, not
later than 12:30 p.m. (San Francisco time) on the Borrowing date specified in
such Notice, make the amount of its Swingline Loan available to the Agent for
the account of the Borrower at the Agent's Payment Office in funds immediately
available to the Agent. The proceeds of such Swingline Loan will then be made
available to the Borrower by (i) wire transfer of immediately available funds to
the Borrower at, Harris Trust, ABA No. 071 000 288, Account No. 4191706, for
credit to Storage Technology Corporation or such other account as the Borrower
shall specify to the Agent or (ii) at the option of the Borrower by the Agent
crediting the account of the Borrower on the books of BofA with the aggregate of
the amounts made available to the Agent by the Swingline Bank and in like funds
as received by the Agent. Each Borrowing pursuant to this Section shall be in an
aggregate principal amount equal to $1,000,000 or an integral multiple of
$100,000 in excess thereof, unless otherwise agreed by the Swingline Bank.

               (c) The Borrower agrees to repay any Swingline Loan to the
Swingline Bank when required by Section 2.8.

               (d) For one Business Day during each successive seven Business
Day period the aggregate principal amount of Swingline Loans shall be $0 (a
"Clean-Up Day"). The Borrower shall prepay the outstanding principal amount of
the Swingline Loans in whole to the extent required so that a Clean-Up Day may
occur in each such seven Business Day period as provided in this subsection
2.10(d) (which Swingline Loans may not be reborrowed until such Clean-Up Day has
ended).



                                       26
<PAGE>   33

               (e) If (i) any Swingline Loans shall remain outstanding at 4:00
p.m. (San Francisco time) on the Business Day immediately prior to a Clean-Up
Day and by such time on such Business Day the Agent shall have received neither:
(A) a Notice of Borrowing delivered pursuant to Section 2.3 requesting that
Revolving Loans be made pursuant to Section 2.1 on the Clean-Up Day in an amount
at least equal to the aggregate principal amount of such Swingline Loans; nor
(B) any other notice indicating the Borrower's intent to repay such Swingline
Loans with funds obtained from other sources; or (ii) any Swingline Loans shall
remain outstanding during the existence of a Default or Event of Default and the
Swingline Bank shall in its sole discretion notify the Agent that the Swingline
Bank desires that such Swingline Loans be converted into Revolving Loans; then
the Agent shall be deemed to have received a Notice of Borrowing from the
Borrower pursuant to Section 2.3 requesting that Base Rate Loans be made
pursuant to Section 2.1 on such Clean-Up Day (in the case of the circumstances
described in clause (i) above) or on the first Business Day subsequent to the
date of such notice from the Swingline Bank (in the case of the circumstances
described in clause (ii) above) in an amount equal to the aggregate amount of
such Swingline Loans, and the procedures set forth in subsections 2.3(b) and
2.3(c) shall be followed in making such Base Rate Loans; provided, that such
Base Rate Loans shall be made notwithstanding the Borrower's failure to comply
with Section 5.2; and provided, further, that if a Borrowing of Revolving Loans
becomes legally impracticable and if so required by the Swingline Bank at the
time such Revolving Loans are required to be made by the Banks in accordance
with this subsection 2.10(e), each Bank agrees that in lieu of making Revolving
Loans as described in this subsection 2.10(e), such Bank shall purchase a
participation from the Swingline Bank in the applicable Swingline Loans in an
amount equal to such Bank's Pro Rata Share of such Swingline Loans, and the
procedures set forth in subsections 2.3(b) and 2.3(c) shall be followed in
connection with the purchases of such participations. Upon such purchases of
participations the prepayment requirements of subsection 2.10(d) shall be deemed
waived with respect to such Swingline Loans. The proceeds of such Base Rate
Loans, or participations purchased, shall be applied to repay such Swingline
Loans.

          A copy of each notice given by the Agent to the Banks pursuant to this
subsection 2.10(e) with respect to the making of Revolving Loans, or the
purchases of participations, shall be promptly delivered by the Agent to the
Borrower. Each Bank's obligation in accordance with this Agreement to make the
Revolving Loans, or purchase the participations, as contemplated by this
subsection 2.10(e), shall be absolute and unconditional and shall not be
affected by any circumstance, including (1) any set-off, counterclaim,
recoupment, defense or other right which such Bank may have against the
Swingline Bank, the Borrower or any other Person for any reason whatsoever; (2)
the occurrence or continuance of a Default, an Event of Default or a Material
Adverse Effect; or (3) any other circumstance, happening or event whatsoever,
whether or not similar to any of the foregoing.

          2.11 Fees.(a) (a) Commitment Fees. In addition to certain fees
described in Section 3.8, the Borrower agrees to pay to the Agent for the
ratable account of each Bank a commitment fee on the actual daily unused portion
of such Bank's Commitment, computed on a quarterly basis in arrears on the last
Business Day of each calendar quarter based upon the daily utilization for that
quarter as calculated by the Agent, equal to the Applicable Fee Amount. For
purposes of calculation of such unused portion of a Bank's Commitment, (i) the
making of any Swingline Loans shall not be considered a use of a portion of the
Swingline Bank's



                                       27
<PAGE>   34
Commitment, and (ii) each Bank's Commitment shall be considered used on any date
to the extent of its participation on such date in any Letter of Credit and any
L/C Advance made by it (exclusive of any Swingline Loans).

          Such commitment fee shall accrue from the Closing Date to the
Revolving Termination Date and shall be due and payable quarterly in arrears on
(A) the last Business Day of the period ending on March 31, 2000, (B) on the
last Business Day of each calendar quarter commencing after March 31, 2000 and
(C) on the Revolving Termination Date; provided that, in connection with any
reduction or termination of Commitments under Section 2.5 or 2.7, the accrued
commitment fee calculated for the period ending on such date shall also be paid
on the date of such reduction or termination. The commitment fees provided in
this subsection shall accrue at all times after the above-mentioned commencement
date, including at any time during which one or more conditions in Article V are
not met.

          For the period from the Closing Date through the Business Day when the
Agent receives the Borrower's Compliance Certificate for the fiscal quarter
ending December 31, 1999, the Applicable Fee Amount will be 0.50%. Thereafter
the Applicable Fee Amount shall be determined by the Agent from time to time in
accordance with the pricing grid set forth in Schedule 2.9(e) based on the most
recent Compliance Certificate of the Borrower delivered by the Borrower pursuant
hereto. Such determinations shall apply from the first Business Day after the
Agent receives such Compliance Certificate until and through the Business Day
when the Agent receives the applicable Compliance Certificate for the next
fiscal quarter as provided herein.

               (b) Amendment Fee. The Borrower will pay to each approving Bank
an amendment fee equal to 0.10% of each such Bank's Commitment.

          2.12 Computation of Fees and Interest. (a) All computations of
interest for Base Rate Loans when the Base Rate is determined by BofA's "prime
rate" shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. All other computations of fees and interest shall
be made on the basis of a 360-day year and actual days elapsed (which results in
more interest being paid than if computed on the basis of a 365-day year).
Interest and fees shall accrue during each period during which interest or such
fees are computed from the first day thereof to the last day thereof.

               (b) Each determination of an interest rate by the Agent shall be
conclusive and binding on the Borrower and the Banks in the absence of manifest
error.

          2.13 Payments by the Borrower. (a) All payments to be made by the
Borrower shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Borrower shall be made
to the Agent for the account of the Banks at the Agent's Payment Office, and
shall be made in Dollars and in immediately available funds, no later than 10:30
a.m. (San Francisco time) on the date specified herein. The Agent will promptly
distribute to each Bank its Pro Rata Share (or other applicable share as
expressly provided herein) of such payment in like funds as received. Any
payment received by the Agent later than 10:30 a.m. (San Francisco time) shall
be deemed to have been received on the following Business Day and any applicable
interest or fee shall continue to accrue.



                                       28
<PAGE>   35

               (b) Subject to the provisions set forth in the definition of
"Interest Period" herein, whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and such
extension of time shall in such case be included in the computation of interest
or fees, as the case may be.

               (c) Unless the Agent receives notice from the Borrower prior to
the date on which any payment is due to the Banks that the Borrower will not
make such payment in full as and when required, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date in immediately
available funds and the Agent may (but shall not be so required), in reliance
upon such assumption, distribute to each Bank on such due date an amount equal
to the amount then due such Bank. If and to the extent the Borrower has not made
such payment in full to the Agent, each Bank shall repay to the Agent on demand
such amount distributed to such Bank, together with interest thereon at the
Federal Funds Rate for each day from the date such amount is distributed to such
Bank until the date repaid.

          2.14 Payments by the Banks to the Agent. (a) Unless the Agent
receives notice from a Bank on or prior to the Closing Date or, with respect to
any Borrowing after the Closing Date, at least one Business Day prior to the
date of such Borrowing, that such Bank will not make available as and when
required hereunder to the Agent for the account of the Borrower the amount of
that Bank's Pro Rata Share of the Borrowing, the Agent may assume that each Bank
has made such amount available to the Agent in immediately available funds on
the Borrowing Date and the Agent may (but shall not be so required), in reliance
upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent any Bank shall not have made its full
amount available to the Agent in immediately available funds and the Agent in
such circumstances has made available to the Borrower such amount, that Bank
shall on the Business Day following such Borrowing Date make such amount
available to the Agent, together with interest at the Federal Funds Rate for
each day during such period. A notice of the Agent submitted to any Bank with
respect to amounts owing under this subsection (a) shall be conclusive, absent
manifest error. If such amount is so made available, such payment to the Agent
shall constitute such Bank's Loan on the date of Borrowing for all purposes of
this Agreement. If such amount is not made available to the Agent on the
Business Day following the Borrowing Date, the Agent will notify the Borrower of
such failure to fund and, upon demand by the Agent, the Borrower shall pay such
amount to the Agent for the Agent's account, together with interest thereon for
each day elapsed since the date of such Borrowing, at a rate per annum equal to
the interest rate applicable at the time to the Loans comprising such Borrowing.

               (b) The failure of any Bank to make any Loan on any Borrowing
Date shall not relieve any other Bank of any obligation hereunder to make a Loan
on such Borrowing Date, but no Bank shall be responsible for the failure of any
other Bank to make the Loan to be made by such other Bank on any Borrowing Date.

          2.15 Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Bank shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder), such Bank shall immediately (a) notify the Agent of
such fact, and (b) purchase from the other Banks such participations in the
Loans made




                                       29
<PAGE>   36

by them as shall be necessary to cause such purchasing Bank to share the excess
payment pro rata with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from the purchasing Bank,
such purchase shall to that extent be rescinded and each other Bank shall repay
to the purchasing Bank the purchase price paid therefor, together with an amount
equal to such paying Bank's ratable share (according to the proportion of (i)
the amount of such paying Bank's required repayment to (ii) the total amount so
recovered from the purchasing Bank) of any interest or other amount paid or
payable by the purchasing Bank in respect of the total amount so recovered. The
Borrower agrees that any Bank so purchasing a participation from another Bank
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 11.10) with respect to
such participation as fully as if such Bank were the direct creditor of the
Borrower in the amount of such participation. The Agent will keep records (which
shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify the
Banks following any such purchases or repayments.

          2.16 Security. All obligations of the Borrower under this Agreement,
the Notes and all other Loan Documents shall be secured in accordance with the
Collateral Documents.

                                  ARTICLE III

                              THE LETTERS OF CREDIT

          3.1 The Letter of Credit Subfacility. (a) On the terms and
conditions set forth herein (i) the Issuing Bank agrees, (A) from time to time
on any Business Day during the period from the Closing Date to the Revolving
Termination Date to issue Letters of Credit for the account of the Borrower, and
to amend or renew Letters of Credit previously issued by it, in accordance with
subsections 3.2(c) and 3.2(d), and (B) to honor drafts under the Letters of
Credit; and (ii) the Banks severally agree to participate in Letters of Credit
Issued for the account of the Borrower; provided, that the Issuing Bank shall
not Issue, and no Bank shall be obligated to participate in, any Letter of
Credit if as of the date of Issuance of such Letter of Credit (the "Issuance
Date") (1) the Effective Amount of all L/C Obligations plus the Effective Amount
of all Revolving Loans plus the Effective Amount of all Swingline Loans exceeds
the combined Commitments, (2) the participation of any Bank in the Effective
Amount of all L/C Obligations plus the Effective Amount of the Revolving Loans
plus the Effective Amount of all Swingline Loans of such Bank exceeds such
Bank's Commitment, or (3) the Effective Amount of L/C Obligations exceeds the
L/C Commitment. Within the foregoing limits, and subject to the other terms and
conditions hereof, the Borrower's ability to obtain Letters of Credit shall be
fully revolving, and, accordingly, the Borrower may, during the foregoing
period, obtain Letters of Credit to replace Letters of Credit which have expired
or which have been drawn upon and reimbursed.

               (b) The Issuing Bank shall not Issue any Letter of Credit if:

                    (i) any order, judgment or decree of any Governmental
               Authority or arbitrator shall by its terms purport to enjoin or
               restrain the Issuing Bank from Issuing such Letter of Credit, or
               any Requirement of Law applicable to the Issuing Bank or any
               request or directive (whether or




                                       30
<PAGE>   37

               not having the force of law) from any Governmental Authority with
               jurisdiction over the Issuing Bank shall prohibit, or request
               that the Issuing Bank refrain from, the Issuance of letters of
               credit generally or such Letter of Credit in particular or shall
               impose upon the Issuing Bank with respect to such Letter of
               Credit any restriction, reserve or capital requirement (for which
               the Issuing Bank is not otherwise compensated hereunder) not in
               effect on the Closing Date, or shall otherwise impose upon the
               Issuing Bank any unreimbursed loss, cost or expense which was not
               applicable on the Closing Date and which the Issuing Bank in good
               faith deems material to it;

                    (ii) the Issuing Bank has received written notice from any
               Bank (and the Required Banks concur with the determination of
               such Bank) or the Agent, on or prior to the Business Day prior to
               the requested date of Issuance of such Letter of Credit, that no
               further Letters of Credit are to be issued due to a continuing
               failure to meet one or more of the applicable conditions
               contained in Article V and such notice has not expired or been
               withdrawn by the applicable Bank and/or the Agent;

                    (iii) the expiry date of any requested Letter of Credit is
               more than 360 days after the Revolving Termination Date, unless
               all of the Banks have approved such expiry date in writing;

                    (iv) any requested Letter of Credit does not provide for
               drafts, or is not otherwise in form and substance reasonably
               acceptable to the Issuing Bank, or the Issuance of a Letter of
               Credit shall violate any applicable policies of the Issuing Bank
               for extensions of credit; or

                    (v) such Letter of Credit is in a face amount less than
               $50,000 or to be denominated in a currency other than Dollars.

          3.2 Issuance, Amendment and Renewal of Letters of Credit. (a) Each
Letter of Credit shall be issued upon the irrevocable written request of the
Borrower received by the Issuing Bank (with a copy sent by the Borrower to the
Agent) at least three Business Days (or such shorter time as the Issuing Bank
may agree in a particular instance in its sole discretion) prior to the proposed
date of issuance. Each such request for issuance of a Letter of Credit shall be
by facsimile, confirmed immediately by an original writing in the mail, in the
form of an L/C Application, and shall specify in form and detail satisfactory to
the Issuing Bank: (i) the proposed date of issuance of the Letter of Credit
(which shall be a Business Day); (ii) the face amount of the Letter of Credit;
(iii) the expiry date of the Letter of Credit; (iv) the name and address of the
beneficiary thereof (which beneficiary may be a Bank or an Affiliate of a Bank);
(v) the documents to be presented by the beneficiary of the Letter of Credit in
case of any drawing thereunder; (vi) the full text of any certificate to be
presented by the beneficiary in case of any drawing thereunder; (vii) if such
Letter of Credit will be a standby or commercial documentary Letter of Credit;
and (viii) such other matters as the Issuing Bank may require.



                                       31
<PAGE>   38

               (b) At least two Business Days prior to the Issuance of any
Letter of Credit, the Issuing Bank will confirm with the Agent (by telephone or
in writing) that the Agent has received a copy of the L/C Application or L/C
Amendment Application from the Borrower and, if not, the Issuing Bank will
provide the Agent with a copy thereof. Unless the Issuing Bank has received
notice on or before the Business Day immediately preceding the date the Issuing
Bank is to issue a requested Letter of Credit from the Agent (A) directing the
Issuing Bank not to issue such Letter of Credit because such issuance is not
then permitted under subsection 3.1(a) as a result of the limitations set forth
in clauses (1) through (3) thereof or subsection 3.1(b)(ii); or (B) that one or
more conditions specified in Article V are not then satisfied; then, subject to
the terms and conditions hereof, the Issuing Bank shall, on the requested date,
issue a Letter of Credit for the account of the Borrower in accordance with the
Issuing Bank's usual and customary business practices.

               (c) From time to time while a Letter of Credit is outstanding and
prior to the Revolving Termination Date, the Issuing Bank will, upon the written
request of the Borrower received by the Issuing Bank (with a copy sent by the
Borrower to the Agent) at least two Business Days (or such shorter time as the
Issuing Bank may agree in a particular instance in its sole discretion) prior to
the proposed date of amendment, amend any Letter of Credit issued by it. Each
such request for amendment of a Letter of Credit shall be made by facsimile,
confirmed immediately in an original writing, made in the form of an L/C
Amendment Application and shall specify in form and detail satisfactory to the
Issuing Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of
amendment of the Letter of Credit (which shall be a Business Day); (iii) the
nature of the proposed amendment; and (iv) such other matters as the Issuing
Bank may require. The Issuing Bank shall not amend any Letter of Credit if: (A)
the Issuing Bank would have no obligation at such time to issue such Letter of
Credit in its amended form under the terms of this Agreement; or (B) the
beneficiary of any such Letter of Credit does not accept the proposed amendment
to the Letter of Credit. The Agent will promptly notify the Banks of the receipt
by it of any L/C Application or L/C Amendment Application.

               (d) The Issuing Bank and the Banks agree that, while a Letter of
Credit is outstanding and prior to the Revolving Termination Date, at the option
and upon the written request of the Borrower received by the Issuing Bank (with
a copy sent by the Borrower to the Agent) at least two Business Days (or such
shorter time as the Issuing Bank may agree in a particular instance in its sole
discretion) prior to the proposed date of notification of renewal, the Issuing
Bank shall be entitled to authorize the automatic renewal of any Letter of
Credit issued by it. Each such request for renewal of a Letter of Credit shall
be made by facsimile, confirmed immediately in an original writing, in the form
of an L/C Amendment Application, and shall specify in form and detail
satisfactory to the Issuing Bank: (i) the Letter of Credit to be renewed; (ii)
the proposed date of notification of renewal of the Letter of Credit (which
shall be a Business Day); (iii) the revised expiry date of the Letter of Credit;
and (iv) such other matters as the Issuing Bank may require. The Issuing Bank
shall not renew any Letter of Credit if: (A) the Issuing Bank would have no
obligation at such time to issue or amend such Letter of Credit in its renewed
form under the terms of this Agreement; or (B) the beneficiary of any such
Letter of Credit does not accept the proposed renewal of the Letter of Credit.

          If any outstanding Letter of Credit for the account of the Borrower
shall provide that it shall be automatically renewed unless the beneficiary
thereof receives notice from the




                                       32
<PAGE>   39

Issuing Bank that such Letter of Credit shall not be renewed, and if at the time
of renewal the Issuing Bank would be entitled to authorize the automatic renewal
of such Letter of Credit in accordance with this subsection 3.2(d) upon the
request of the Borrower but the Issuing Bank shall not have received any L/C
Amendment Application from the Borrower with respect to such renewal or other
written direction by the Borrower with respect thereto, the Issuing Bank shall
nonetheless be permitted to allow such Letter of Credit to renew, and,
notwithstanding anything in this Agreement to the contrary, the Borrower and the
Banks hereby authorize such renewal and, accordingly, the Issuing Bank shall be
deemed to have received an L/C Amendment Application from the Borrower
requesting such renewal; provided, however, that the aggregate principal amount
of all such automatically renewable Letters of Credit shall not exceed
$3,000,000, which amount shall be a sublimit within the L/C Commitment.

               (e) This Agreement shall control in the event of any conflict
with any L/C-Related Document (other than any Letter of Credit).

               (f) The Issuing Bank will also deliver to the Agent, concurrently
or promptly following its delivery of a Letter of Credit, or amendment to or
renewal of a Letter of Credit, to an advising bank or a beneficiary, a true and
complete copy of each such Letter of Credit or amendment to or renewal of a
Letter of Credit.

          3.3 Existing BofA Letters of Credit; Risk Participations, Drawings and
Reimbursements. (a) On and after the Closing Date, the Existing BofA Letters
of Credit shall be deemed for all purposes, including for purposes of the fees
to be collected pursuant to subsections 3.8(a) and 3.8(b), and reimbursement of
costs and expenses to the extent provided herein, Letters of Credit outstanding
under this Agreement and entitled to the benefits of this Agreement and the
other Loan Documents, and shall be governed by the applications and agreements
pertaining thereto and by this Agreement. To the extent it has not already done
so under the Prior Credit Agreement, each Bank shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Issuing Bank on the
Closing Date a participation in each such Letter of Credit and each drawing
thereunder in an amount equal to the product of (i) such Bank's Pro Rata Share
times (ii) the maximum amount available to be drawn under such Letter of Credit
and the amount of such drawing, respectively. For purposes of Section 2.1 and
subsection 2.11(a), the Existing BofA Letters of Credit shall be deemed to
utilize pro rata the Commitment of each Bank.

               (b) Immediately upon the Issuance of each Letter of Credit in
addition to those described in subsection 3.3(a), each Bank shall be deemed to,
and hereby irrevocably and unconditionally agrees to, purchase from the Issuing
Bank a participation in such Letter of Credit and each drawing thereunder in an
amount equal to the product of (i) the Pro Rata Share of such Bank, times (ii)
the maximum amount available to be drawn under such Letter of Credit and the
amount of such drawing, respectively. For purposes of Section 2.1, each Issuance
of a Letter of Credit shall be deemed to utilize the Commitment of each Bank by
an amount equal to the amount of such participation.

               (c) In the event of any request for a drawing under a Letter of
Credit by the beneficiary or transferee thereof, the Issuing Bank will promptly
notify the Borrower. The Borrower shall reimburse the Issuing Bank in Dollars in
same day funds (i) by no later than 3:30



                                       33
<PAGE>   40

p.m. (San Francisco time) on each Honor Date if the Issuing Bank notifies the
Borrower of a request for a drawing prior to 11:00 a.m. (San Francisco time) on
such Honor Date and (ii) by no later than 11:00 a.m. (San Francisco time) on the
day immediately following each Honor Date if the Issuing Bank notifies the
Borrower of a request for drawing after 11:00 a.m. (San Francisco time) on such
Honor Date, in an amount equal to the amount so paid by the Issuing Bank.

          In the event that the Issuing Bank notifies the Borrower before 11:00
a.m. (San Francisco time) on the Honor Date and the Borrower fails to reimburse
the Issuing Bank for the full amount of any drawing under any Letter of Credit
by 3:30 p.m. (San Francisco time) on the Honor Date, the Issuing Bank will
promptly notify the Agent, and the Borrower shall be deemed to have requested
that Base Rate Loans be made by the Banks to be disbursed on the Honor Date
under such Letter of Credit, subject to the amount of the unutilized portion of
the Commitments and subject to the conditions set forth in Section 5.2. In the
event that the Borrower receives notice from the Issuing Bank after 11:00 a.m.
(San Francisco time) and does not reimburse by 11:00 a.m. (San Francisco time)
the day immediately following, the Issuing Bank will promptly notify the Agent,
and the Borrower shall be deemed to have requested that Base Rate Loans be made
by the Banks as of the Honor Date under such Letter of Credit, subject to the
amount of the unutilized portion of the Commitments and subject to the
conditions set forth in Section 5.2. The Agent shall promptly notify the Banks
of the occurrence of such Base Rate Loans and the Banks shall thereupon advance
their Pro Rata Shares of such Base Rate Loans.

          Any notice given by the Issuing Bank or the Agent pursuant to this
subsection 3.3(c) may be oral if immediately confirmed in writing (including by
facsimile); provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.

               (d) Each Bank shall upon any notice pursuant to subsection 3.3(c)
make available to the Agent for the account of the relevant Issuing Bank an
amount in Dollars and in immediately available funds equal to its Pro Rata Share
of the amount of the drawing, and the participating Banks shall (subject to
subsection 3.3(e)) each be deemed to have made a Revolving Loan consisting of a
Base Rate Loan to the Borrower in that amount. Interest shall accrue on each
Bank's obligation to participate in any Base Rate Loan deemed disbursed pursuant
to Section 3.3(c) from the Honor Date to the date such Bank makes payment
pursuant to this Section 3.3(d), at a rate per annum equal to the Federal Funds
Rate in effect from time to time during such period. For the avoidance of doubt,
any Base Rate Loan deemed disbursed under Section 3.3(c) shall for all purposes,
including the obligation of the Banks to participate in such Base Rate Loan, be
deemed made as of the Honor date and not the date of notice of the Agent.

               (e) With respect to any unreimbursed drawing that is not
converted into Revolving Loans consisting of Base Rate Loans to the Borrower in
whole or in part, because of the Borrower's failure to satisfy the conditions
set forth in Section 5.2 or for any other reason, the Borrower shall be deemed
to have incurred from the Issuing Bank an L/C Borrowing in the amount of such
drawing, which L/C Borrowing shall be due and payable on demand (together with
interest) and shall bear interest at a rate per annum equal to the Base Rate
plus the Applicable Margin then in effect for Base Rate Loans plus 2% per annum,
and each Bank's payment to the Issuing Bank pursuant to subsection 3.3(d) shall
be deemed payment in respect of




                                       34
<PAGE>   41

its participation in such L/C Borrowing and shall constitute an L/C Advance from
such Bank in satisfaction of its participation obligation under this Section
3.3.

               (f) Each Bank's obligation in accordance with this Agreement to
make the Revolving Loans or L/C Advances, as contemplated by this Section 3.3,
as a result of a drawing under a Letter of Credit, shall be absolute and
unconditional and without recourse to the Issuing Bank and shall not be affected
by any circumstance, including (i) any set-off, counterclaim, recoupment,
defense or other right which such Bank may have against the Issuing Bank, the
Borrower or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of a Default, an Event of Default or a Material Adverse Effect; or
(iii) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing; provided, however, that each Bank's obligation
to make Revolving Loans under this Section 3.3 is subject to the conditions set
forth in Section 5.2.

          3.4 Repayment of Participations. (a) Upon (and only upon) receipt by
the Agent for the account of the Issuing Bank of immediately available funds
from the Borrower (i) in reimbursement of any payment made by the Issuing Bank
under the Letter of Credit with respect to which any Bank has paid the Agent for
the account of the Issuing Bank for such Bank's participation in the Letter of
Credit pursuant to Section 3.3 or (ii) in payment of interest thereon, the Agent
will pay to each Bank, in the same funds as those received by the Agent for the
account of the Issuing Bank, the amount of such Bank's Pro Rata Share of such
funds, and the Issuing Bank shall receive the amount of the Pro Rata Share of
such funds of any Bank that did not so pay the Agent for the account of the
Issuing Bank.

               (b) If the Agent or the Issuing Bank is required at any time to
return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any
official in any Insolvency Proceeding, any portion of the payments made by the
Borrower to the Agent for the account of the Issuing Bank pursuant to subsection
3.4(a) in reimbursement of a payment made under the Letter of Credit or interest
or fee thereon, each Bank shall, on demand of the Agent, forthwith return to the
Agent or the Issuing Bank the amount of its Pro Rata Share of any amounts so
returned by the Agent or the Issuing Bank plus interest thereon from the date
such demand is made to the date such amounts are returned by such Bank to the
Agent or the Issuing Bank, at a rate per annum equal to the Federal Funds Rate
in effect from time to time.

          3.5 Role of the Issuing Bank. (a) Each Bank and the Borrower agrees
that, in paying any drawing under a Letter of Credit, the Issuing Bank shall not
have any responsibility to obtain any document (other than any sight draft,
certificates or other documents expressly required by the Letter of Credit) or
to ascertain or inquire as to the validity or accuracy of any such document or
the authority of the Person executing or delivering any such document.

               (b) No Agent-Related Person nor any of the respective
correspondents, participants or assignees of the Issuing Bank shall be liable to
any Bank for: (i) any action taken or omitted in connection herewith at the
request or with the approval of the Banks (including the Required Banks, as
applicable); (ii) any action taken or omitted in the absence of gross negligence
or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any L/C-Related Document.



                                       35
<PAGE>   42

               (c) The Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Borrower pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. No
Agent-Related Person, nor any of the respective correspondents, participants or
assignees of the Issuing Bank, shall be liable or responsible for any of the
matters described in clauses (i) through (vii) of Section 3.6; provided,
however, anything in such clauses to the contrary notwithstanding, that the
Borrower may have a claim against the Issuing Bank, and the Issuing Bank may be
liable to the Borrower, to the extent, but only to the extent, of any direct, as
opposed to consequential or exemplary, damages suffered by the Borrower which
the Borrower proves were caused by the Issuing Bank's willful misconduct or
gross negligence or the Issuing Bank's willful failure to pay under any Letter
of Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of
Credit. In furtherance and not in limitation of the foregoing: (i) the Issuing
Bank may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary; and (ii) the Issuing Bank shall not be responsible
for the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

          3.6 Obligations Absolute. The obligations of the Borrower under this
Agreement and any L/C-Related Document to reimburse the Issuing Bank for a
drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing
under a Letter of Credit converted into Revolving Loans, shall be unconditional
and irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement and each such other L/C-Related Document under all circumstances,
including the following:

                    (i) any lack of validity or enforceability of this Agreement
               or any L/C-Related Document;

                    (ii) any change in the time, manner or place of payment of,
               or in any other term of, all or any of the obligations of the
               Borrower in respect of any Letter of Credit or any other
               amendment or waiver of or any consent to departure from all or
               any of the L/C-Related Documents;

                    (iii) the existence of any claim, set-off, defense or other
               right that the Borrower may have at any time against any
               beneficiary or any transferee of any Letter of Credit (or any
               Person for whom any such beneficiary or any such transferee may
               be acting), the Issuing Bank or any other Person, whether in
               connection with this Agreement, the transactions contemplated
               hereby or by the L/C-Related Documents or any unrelated
               transaction;

                    (iv) any draft, demand, certificate or other document
               presented under any Letter of Credit proving to be forged,
               fraudulent, invalid or insufficient in any respect or any
               statement therein being untrue or




                                       36
<PAGE>   43

               inaccurate in any respect; or any loss or delay in the
               transmission or otherwise of any document required in order to
               make a drawing under any Letter of Credit;

                    (v) any payment by the Issuing Bank under any Letter of
               Credit against presentation of a draft or certificate that does
               not strictly comply with the terms of any Letter of Credit; or
               any payment made by the Issuing Bank under any Letter of Credit
               to any Person purporting to be a trustee in bankruptcy,
               debtor-in-possession, assignee for the benefit of creditors,
               liquidator, receiver or other representative of or successor to
               any beneficiary or any transferee of any Letter of Credit,
               including any arising in connection with any Insolvency
               Proceeding;

                    (vi) any exchange, release or non-perfection of any
               collateral, or any release or amendment or waiver of or consent
               to departure from any other guarantee, for all or any of the
               obligations of the Borrower in respect of any Letter of Credit;
               or

                    (vii) any other circumstance or happening whatsoever,
               whether or not similar to any of the foregoing, including any
               other circumstance that might otherwise constitute a defense
               available to, or a discharge of, the Borrower or a guarantor;

          provided, that, notwithstanding the foregoing, the Issuing Bank shall
          not be relieved of any liability it may otherwise have as a result of
          its gross negligence or willful misconduct.

          3.7 Cash Collateral Pledge. (i)(A) Upon the request of the Agent, if
the Issuing Bank has honored any full or partial drawing request on any Letter
of Credit and such drawing has resulted in an L/C Borrowing hereunder, or (B)
unless otherwise consented to by the Banks, if, as of the Revolving Termination
Date, any Letter of Credit may for any reason remain outstanding and partially
or wholly undrawn, or (ii) the occurrence of the circumstances described in
Section 2.7 requiring the Borrower to Cash Collateralize Letters of Credit,
then, the Borrower shall immediately Cash Collateralize the Obligations in an
amount equal to such L/C Obligations. The Borrower hereby grants the Agent, for
the benefit of the Agent, the Issuing Bank, the Swingline Bank and the Banks, a
security interest in all such cash and deposit account balances. Cash Collateral
shall be maintained by the Agent in blocked, interest bearing deposit accounts
at BofA. After the Revolving Termination Date the Issuing Bank may exercise a
right of set off with respect to any such Cash Collateral deposits it holds and
may use such funds to satisfy drawings under Letters of Credit. Unless otherwise
agreed to by the Banks, all such Cash Collateral (inclusive of accrued interest
thereon) shall be returned to the Borrower only when the L/C Commitment has
terminated, all Letters of Credit have been cancelled and no L/C Obligations are
outstanding.

          3.8 Letter of Credit Fees. (a) The Borrower agrees to pay to the Agent
for the benefit of the Banks Letter of Credit fees. The Letter of Credit fee
shall be equal to (i) the rate per annum determined as being the Applicable
Margin for Offshore Rate Loans from time to




                                       37
<PAGE>   44

time multiplied by (ii) the average daily maximum amount available to be drawn
of the outstanding Letters of Credit. The Letter of Credit fees shall be payable
quarterly in arrears on the last Business Day of each calendar quarter, on the
Revolving Termination Date, and on the date when the last Letter of Credit
expires.

               (b) The Borrower agrees to pay to the Agent for the benefit of
the Banks an issuance fee for each commercial documentary Letter of Credit
Issued hereunder equal to the greater of (i) $250 and (ii) 0.125% of the face
amount of such commercial documentary Letter of Credit, payable on the date of
Issuance of each such commercial documentary Letter of Credit.

               (c) The Borrower shall pay to the Issuing Bank, for its account,
quarterly in arrears on the last Business Day of each calendar quarter, on the
Revolving Termination Date and on the date when the last Letter of Credit
expires, a letter of credit fronting fee for each Letter of Credit Issued by the
Issuing Bank equal to .075% per annum of the average daily maximum amount
available to be drawn of the outstanding Letters of Credit.

               (d) The Borrower shall pay to the Issuing Bank from time to time
on demand the normal issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of the Issuing Bank relating to
letters of credit as from time to time in effect.

          3.9 Uniform Customs and Practice. The Uniform Customs and Practice for
Documentary Credits as published by the International Chamber of Commerce most
recently at the time of issuance of any Letter of Credit shall (unless otherwise
expressly provided in the Letters of Credit) apply to the Letters of Credit.

                                   ARTICLE IV

                     TAXES, YIELD PROTECTION AND ILLEGALITY

          4.1 Taxes. (a) Any and all payments by the Borrower to each Bank or
the Agent under this Agreement and any other Loan Document shall be made free
and clear of, and without deduction or withholding for, any Taxes. In addition,
the Borrower shall pay all Taxes.

               (b) If the Borrower shall be required by law to deduct or
withhold any Taxes from or in respect of any sum payable hereunder to any Bank
or the Agent, then:

                    (i) the sum payable shall be increased as necessary so that,
               after making all required deductions and withholdings (including
               deductions and withholdings applicable to additional sums payable
               under this Section), such Bank or the Agent, as the case may be,
               receives and retains an amount equal to the sum it would have
               received and retained had no such deductions or withholdings been
               made;

                    (ii) the Borrower shall make such deductions and
               withholdings; and



                                       38
<PAGE>   45

                    (iii) the Borrower shall pay the full amount deducted or
               withheld to the relevant taxing authority or other authority in
               accordance with applicable law.

               (c) The Borrower agrees to indemnify and hold harmless each Bank
for the full amount of Taxes in the amount (without duplication of other amounts
paid pursuant to this Section 4.1) that the respective Bank specifies as
necessary to preserve the after-tax yield (which after tax yield is intended to
compensate each Bank for Taxes deducted or withheld pursuant to this Section 4.1
and additional Taxes imposed on amounts payable pursuant to this Section 4.1)
the Bank would have received if such Taxes had not been imposed, and any
liability (including penalties, interest, and expenses) arising therefrom or
with respect thereto, whether or not such Taxes were correctly or legally
asserted. Payment under this indemnification shall be made within 30 days after
the date the Bank or the Agent makes written demand therefor, which demand shall
specify in reasonable detail the basis for such demand.

               (d) Within 30 days after the date of any payment by the Borrower
of Taxes, the Borrower shall furnish to such Bank or the Agent the original or a
certified copy of a receipt evidencing payment thereof, or other evidence of
payment satisfactory to such Bank or the Agent.

               (e) Without affecting its rights under this Section 4.1 or any
provision of this Agreement, the Agent, each Bank, the Swingline Bank and the
Issuing Bank agree that if any Taxes are imposed and required by law to be paid
or to be withheld from any amount payable to such Bank or its Lending Office,
the Swingline Bank or the Issuing Bank, as the case may be, with respect to
which the Borrower would be obligated pursuant to this Section 4.1 to increase
any amounts payable to such Bank, the Swingline Bank or the Issuing Bank, as the
case may be, or to pay any such Taxes, such Bank shall use reasonable efforts to
select an alternative Lending Office, the Swingline Bank shall use reasonable
efforts to select an alternative office for purposes of making and receiving
payments in respect of Swingline Advances, and the Issuing Bank shall use
reasonable efforts to select an alternative office for purposes of issuing and
receiving payments in respect of Letters of Credit, as the case may be, which
would not result in the imposition of such Taxes; provided, however, that none
of the Agent, the Banks, the Swingline Bank or the Issuing Bank shall be
obligated to select any such alternative office if such Bank, the Swingline Bank
or the Issuing Bank, as the case may be, determines that (i) as a result of such
selection it would be in violation of an applicable law, regulation, or treaty,
or would incur additional costs or expenses or (ii) such selection would be
inadvisable for regulatory reasons or inconsistent with the interests of such
Bank, the Swingline Bank or the Issuing Bank, as the case may be.

               (f) So long as no Default or Event of Default shall have occurred
and be continuing, the Borrower may, within the 30 day period commencing on the
day that the Borrower receives a demand for the payment of Taxes from any Bank
pursuant to this Section 4.1, demand that the Bank making such demand be
replaced with a Person that is an Eligible Assignee selected by the Borrower and
subject to consent by the Agent. Upon any such demand by the Borrower, if the
Agent shall have consented to the Eligible Assignee selected by the Borrower
(provided that should such Eligible Assignee be a Bank, such Bank shall also
have consented to such selection), the Bank that made a demand pursuant to this
Section 4.1 shall




                                       39
<PAGE>   46

execute and deliver an Assignment and Acceptance to the Agent pursuant to which
such Bank shall assign all of its rights and obligations under this Agreement
and the other Loan Documents to the Eligible Assignee selected by the Borrower.

          4.2 Illegality. (a) If any Bank determines that the introduction of
any Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, has made it
unlawful, or any central bank or other Governmental Authority has asserted that
it is unlawful, for any Bank or its applicable Lending Office to make Offshore
Rate Loans, then, on notice thereof by such Bank to the Borrower through the
Agent, any obligation of that Bank to make Offshore Rate Loans shall be
suspended until the Bank notifies the Agent and the Borrower that the
circumstances giving rise to such determination no longer exist. Any Bank
notifying the Borrower of such a suspension of its obligation to make Offshore
Rate Loans shall provide to the Borrower reasonable documentation supporting
such obligation.

               (b) If a Bank determines that it is unlawful to maintain any
Offshore Rate Loan, the Borrower shall, upon its receipt of notice of such fact
and demand from such Bank (with a copy to the Agent), prepay in full such
Offshore Rate Loans of that Bank then outstanding, together with interest
accrued thereon and amounts required under Section 4.4, either on the last day
of the Interest Period thereof, if such Bank may lawfully continue to maintain
such Offshore Rate Loans to such day, or immediately, if such Bank may not
lawfully continue to maintain such Offshore Rate Loan. If the Borrower is
required to so prepay any Offshore Rate Loan, then concurrently with such
prepayment, the Borrower shall borrow from the affected Bank, in the amount of
such repayment, a Base Rate Loan. Any Bank making such a demand for prepayment
of Offshore Rate Loans shall provide to the Borrower reasonable documentation
supporting such demand.

          4.3 Increased Costs and Reduction of Return. (a) If any Bank
determines that, due to either (i) the introduction of or any change in or in
the interpretation of any law or regulation by any Governmental Authority having
jurisdiction over the Banks or (ii) the compliance by any Bank with any
guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be any increase in the
cost to such Bank of agreeing to make or making, funding or maintaining any
Offshore Rate Loans or participating in Letters of Credit, or, in the case of
the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to
issue, issuing or maintaining any Letter of Credit or of agreeing to make or
making, funding or maintaining any unpaid drawing under any Letter of Credit,
then the Borrower shall be liable for, and shall from time to time, upon demand
(with a copy of such demand to be sent to the Agent), promptly (and in any event
within 30 days) pay to the Agent for the account of such Bank, additional
amounts as are sufficient to compensate such Bank for such increased costs. Any
Bank making such a demand for payment shall provide to the Borrower reasonable
documentation supporting such demand.

               (b) If any Bank shall have determined that (i) the introduction
of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy
Regulation, (iii) any change in the interpretation or administration of any
Capital Adequacy Regulation by any central bank or other Governmental Authority
charged with the interpretation or administration thereof, or (iv) compliance by
the Bank (or its Lending Office) or any corporation controlling the Bank




                                       40
<PAGE>   47

with any Capital Adequacy Regulation, affects or would affect the amount of
capital required or expected to be maintained by such Bank or any corporation
controlling such Bank and (taking into consideration such Bank's or such
corporation's policies with respect to capital adequacy) determines that the
amount of such capital is increased as a consequence of its Commitments, loans,
credits or obligations under this Agreement, then, upon demand of such Bank to
the Borrower through the Agent, the Borrower shall promptly (and in any event
within 30 days) pay to such Bank, from time to time as specified by such Bank,
additional amounts sufficient to compensate such Bank for such increase. Any
Bank making such a demand for payment shall provide to the Borrower reasonable
documentation supporting such demand.

          4.4 Funding Losses. The Borrower shall reimburse each Bank and hold
each Bank harmless from any loss or expense which the Bank sustains or incurs as
a consequence of:

               (a) the failure of the Borrower to make on a timely basis any
payment of principal of any Offshore Rate Loan;

               (b) the failure of the Borrower to borrow, continue or convert a
Loan after the Borrower has given (or is deemed to have given) a Notice of
Borrowing or a Notice of Conversion/Continuation;

               (c) the failure of the Borrower to make any prepayment in
accordance with any notice delivered under Section 2.6;

               (d) the prepayment (including pursuant to Section 2.7) or other
payment (including after acceleration thereof) of an Offshore Rate Loan on a day
that is not the last day of the relevant Interest Period; or

               (e) the conversion under Section 2.4 of any Offshore Rate Loan to
a Base Rate Loan on a day that is not the last day of the relevant Interest
Period; including any such loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain its Offshore Rate Loans or from
fees payable to terminate the deposits from which such funds were obtained.

          4.5 Inability to Determine Rates. If the Agent determines that for any
reason adequate and reasonable means do not exist for determining the Offshore
Rate for any requested Interest Period with respect to a proposed borrowing of
Offshore Rate Loans or conversion into or continuation of Offshore Rate Loans,
or that the Offshore Rate applicable pursuant to Section 2.9 for any requested
Interest Period with respect to a proposed borrowing of Offshore Rate Loans or
conversion into or continuation of Offshore Rate Loans does not adequately and
fairly reflect the cost to the Agent or any Bank of funding such Loans, the
Agent will promptly so notify the Borrower and each Bank and will provide such
Persons with reasonable documentation supporting such determination. Thereafter,
the obligation of the Banks to make or maintain Offshore Rate Loans hereunder
shall be suspended until the Agent shall notify the Borrower and the Banks that
the circumstances causing such suspension no longer exist. Upon receipt of such
notice, the Borrower may revoke any Notice of Borrowing or Notice of
Conversion/Continuation then submitted by it. If the Borrower does not revoke
such Notice, the Banks shall make, convert or continue the Loans, as proposed by
the Borrower, in the amount



                                       41
<PAGE>   48

specified in the applicable notice submitted by the Borrower, but such Loans
shall be made, converted or continued as Base Rate Loans instead of Offshore
Rate Loans.

          4.6 Survival. The agreements and obligations of the Borrower in this
Article IV shall survive the payment of all other Obligations.

          4.7 Notice of Claims. The Agent or the appropriate Bank will notify
the Borrower in writing of its claims under Article IV within 180 days after any
officer of the Agent or such Bank having principal responsibility for monitoring
the Borrower's performance of its obligations under the Loan Documents has
actual knowledge of facts giving rise to a claim under Article IV.

                                   ARTICLE V

                              CONDITIONS PRECEDENT

          5.1 Conditions to Agreement. The effectiveness of this Agreement is
subject to the condition that the Agent shall have received on or before the
Closing Date all of the following, in form and substance satisfactory to the
Agent and the Required Banks, and in sufficient copies for each Bank (other than
the Notes to be delivered pursuant to Section 5.1(a)):

               (a) Credit Agreement and Notes. This Agreement and Notes executed
by the Borrower for Banks requesting Notes.

               (b) Resolutions; Incumbency.

                    (i) Copies of the resolutions of the board of directors of
               the Borrower authorizing the transactions contemplated hereby,
               certified as of the Closing Date by the Secretary or an Assistant
               Secretary of such Person; and

                    (ii) A certificate of the Secretary or Assistant Secretary
               of the Borrower certifying as of the Closing Date the names,
               titles and true signatures of the officers of the Borrower
               authorized to execute, deliver and perform, as applicable, this
               Agreement and all other Loan Documents to be delivered by it
               hereunder;

               (c) Organization Documents; Good Standing. Each of the following
documents:

                    (i) the articles or certificate of incorporation and the
               bylaws of the Borrower as in effect on the Closing Date,
               certified by the Secretary or Assistant Secretary of the Borrower
               as of the Closing Date; and

                    (ii) a good standing and tax good standing certificate for
               the Borrower from the Secretary of State (or similar, applicable
               Governmental Authority) of its state of incorporation and a good
               standing certificate from the State of Colorado;



                                       42
<PAGE>   49

               (d) Legal Opinions. Opinions of Shearman & Sterling and internal
counsel to the Borrower addressed to the Collateral Agent, the Agent and the
Banks, substantially in the forms of Exhibit D-1 and Exhibit D-2, respectively.

               (e) Payment of Fees. Evidence of payment by the Borrower of all
accrued and unpaid fees, costs and expenses to the extent then due and payable
on the Closing Date, including any such costs, fees and expenses arising under
or referenced in Sections 2.11 and 11.4, provided that the Borrower shall have
been given reasonably detailed bills for the fees and services of the Agent's
legal counsel at least one Business Day prior to the Closing Date if it is to
pay such fees and expenses on the Closing Date;

               (f) Collateral Documents. The Collateral Documents, executed by
the Borrower, in appropriate form for recording, where necessary, together with:

                    (i) acknowledgment copies of all UCC-l financing statements
               filed, registered or recorded to perfect the security interests
               of the Collateral Agent for the benefit of the Banks and the
               other Secured Parties, or other evidence satisfactory to the
               Agent that there has been filed, registered or recorded all
               financing statements and other filings, registrations and
               recordings necessary and advisable to perfect the Liens of the
               Collateral Agent for the benefit of the Banks and the other
               Secured Parties in accordance with applicable law;

                    (ii) written advice relating to such Lien and judgment
               searches as the Agent shall have requested, and such termination
               statements or other documents as may be necessary to confirm that
               the Collateral is subject to no other Liens in favor of any
               Persons (other than Permitted Liens);

                    (iii) funds sufficient to pay any filing or recording tax or
               fee in connection with any and all UCC-1 financing statements;

                    (iv) such consents, estoppels, subordination agreements and
               other documents and instruments executed by landlords and tenants
               where any Collateral as to which the Collateral Agent shall be
               granted a Lien for the benefit of the Banks and the other Secured
               Parties is stored, as reasonably requested by the Agent or any
               Bank; and

                    (v) evidence that all other actions necessary or, in the
               opinion of the Agent or the Banks, desirable to perfect and
               protect the first priority Lien created by the Collateral
               Documents, and to enhance the Collateral Agent's ability to
               preserve and protect its interests in and access to the
               Collateral, have been taken;

               (g) Certificate. A certificate signed by a Responsible Officer of
the Borrower, dated as of the Closing Date, stating that:



                                       43
<PAGE>   50

                    (i) the representations and warranties contained in Article
               VI are true and correct on and as of such date, as though made on
               and as of such date; and

                    (ii) no Default or Event of Default exists.

               (h) Closing of 364-Day Credit Agreement. Evidence satisfactory to
the Agent that the 364-Day Credit Agreement shall have closed in accordance with
the terms thereof.

               (i) Other Documents. Such other approvals, opinions, documents or
materials as the Agent or any Bank may reasonably request.

         5.2 Conditions to All Credit Extensions. The obligation of each Bank to
make any Revolving Loan to be made by it (including its initial Revolving Loan)
or to continue or convert any Revolving Loan under Section 2.4 and the
obligation of the Issuing Bank to Issue any Letter of Credit (including the
initial Letter of Credit) is subject to the satisfaction of the following
conditions precedent on the relevant Borrowing Date or Conversion/Continuation
Date or Issuance Date:

               (a) Notice. The Agent shall have received a Notice of Borrowing
or a Notice of Conversion/Continuation, as applicable or in the case of any
Issuance of any Letter of Credit, the Issuing Bank and the Agent shall have
received an L/C Application or L/C Amendment Application, as required under
Section 3.2;

               (b) Continuation of Representations and Warranties. The
representations and warranties in Article VI shall be true and correct on and as
of such Borrowing Date or Conversion/Continuation Date or Issuance Date with the
same effect as if made on and as of such Borrowing Date or
Conversion/Continuation Date or Issuance Date; and

               (c) No Existing Default. No Default or Event of Default shall
exist or shall result from such Borrowing or continuation or conversion or
Issuance;

               (d) Cash Collateral. With regard to any Letter of Credit, such
Letter of Credit has been cash collateralized to the extent required by and in
accordance with this Agreement.

               (e) No Material Adverse Effect. There has occurred since
September 24, 1999, no event or circumstance that has resulted or could
reasonably be expected to result in a Material Adverse Effect; and

               (f) No Future Advance Notice. Neither the Collateral Agent, the
Agent nor any Bank shall have received from the Borrower any notice that any
Collateral Document will no longer secure on a first priority basis future
advances or future Loans to be made or extended under this Agreement.

               (g) Representation and Warranty. Each Notice of Borrowing, Notice
of Conversion/Continuation and L/C Application or L/C Amendment Application
submitted by the



                                       44
<PAGE>   51

Borrower hereunder shall constitute a representation and warranty by the
Borrower hereunder, as of the date of each such notice and as of each Borrowing
Date, Conversion/Continuation Date, or Issuance Date, as applicable, that the
conditions in this Section 5.2 are satisfied.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants to the Agent and each Bank that:

          6.1 Corporate Existence and Power. The Borrower and each of its
Material Subsidiaries:

               (a) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation;

               (b) has the power and authority and all governmental licenses,
authorizations, consents and approvals to own its assets, carry on its business
and to execute, deliver, and, in the case of the Borrower, perform its
obligations under the Loan Documents;

               (c) is duly qualified, licensed and in good standing under the
laws of each jurisdiction where its ownership, lease or operation of property or
the conduct of its business requires such qualification or license or good
standing; and

               (d) is in compliance with all Requirements of Law; except, in
each case referred to in clause (c) or clause (d), to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

         6.2 Corporate Authorization; No Contravention. The execution, delivery
and performance by the Borrower of this Agreement and each other Loan Document
to which the Borrower is party, have been duly authorized by all necessary
corporate action, and do not:

               (a) contravene the terms of any of the Borrower's Organization
Documents;

               (b) conflict with or result in any breach or contravention of any
document evidencing any Contractual Obligation to which the Borrower is a party
or any order, injunction, writ or decree of any Governmental Authority to which
the Borrower or its property is subject, except where such conflict, breach or
contravention would not cause a Material Adverse Effect or render any Loan
Document unenforceable against the Borrower or any other Person;

               (c) violate any Requirement of Law except, in each case, where
any such contravention, conflict, breach, or violation would not cause a
Material Adverse Effect or render any Loan Document unenforceable against the
Borrower or any other Person; or

               (d) result in the creation of any Lien, except for Liens in favor
of the Collateral Agent arising under the Collateral Documents.



                                       45
<PAGE>   52

          6.3 Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority (except for filings in connection with the Liens granted
to the Collateral Agent under the Collateral Documents) is necessary or required
in connection with the execution, delivery or performance by, or current
enforcement against, the Borrower or any of its Material Subsidiaries of the
Agreement or any other Loan Document.

          6.4 Binding Effect. This Agreement and each other Loan Document to
which the Borrower is a party constitute (or, when duly executed and delivered,
shall constitute) the legal, valid and binding obligations of the Borrower,
enforceable against it in accordance with their respective terms and claims
under this Agreement and each Loan Document will rank at least pari passu with
the claims of other unsecured creditors, except as enforceability may be limited
by applicable bankruptcy, insolvency, or similar laws affecting the enforcement
of creditors' rights generally or by equitable principles relating to
enforceability.

          6.5 Litigation. Except as specifically disclosed in Schedule 6.5,
there are no actions, suits, proceedings, claims or disputes pending, or to the
best knowledge of the Borrower, threatened or contemplated, at law, in equity,
in arbitration or before any Governmental Authority, against the Borrower, or
its Subsidiaries or any of their respective properties which:

               (a) relates to this Agreement or any other Loan Document, or any
of the transactions contemplated hereby or thereby; or

               (b) if determined adversely to the Borrower or its Subsidiaries,
would reasonably be expected to have a Material Adverse Effect. No injunction,
writ, temporary restraining order or any order of any nature has been issued by
any court or other Governmental Authority purporting to enjoin or restrain the
execution, delivery or performance of this Agreement or any other Loan Document,
or directing that the transactions provided for herein or therein not be
consummated as herein or therein provided.

          6.6 No Default. No Default or Event of Default exists or would result
from the incurring of any Obligations by the Borrower or from the grant or
perfection of the Liens of the Collateral Agent and the Banks on the Collateral.
Neither the Borrower nor any Subsidiary is in default under or with respect to
any Contractual Obligation in any respect which, individually or together with
all such defaults, could reasonably be expected to have a Material Adverse
Effect, or that would, if such default had occurred after the Closing Date,
create an Event of Default under subsection 9.1(e).

          6.7 ERISA Compliance. (a) Each Plan is in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
federal or state law. Each Plan which is intended to qualify under Section
401(a) of the Code has received a favorable determination letter from the IRS
and to the best knowledge of the Borrower, nothing has occurred which would
cause the loss of such qualification. The Borrower and each ERISA Affiliate has
made all required contributions to any Plan subject to Section 412 of the Code,
and no application for a funding waiver or an extension of any amortization
period pursuant to Section 412 of the Code has been made with respect to any
Plan.



                                       46
<PAGE>   53

               (b) There are no pending or, to the best knowledge of the
Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan which has resulted or could reasonably be
expected to result in a Material Adverse Effect, except as specifically
disclosed in Schedule 6.5. There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan which has
resulted or could reasonably be expected to result in a Material Adverse Effect.

               (c) (i) No ERISA Event has occurred or is reasonably expected to
occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent under Section 4007 of ERISA); (iv)
neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects
to incur, any liability (and no event has occurred which, with the giving of
notice under Section 4219 of ERISA, would result in such liability) under
Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v)
neither the Borrower nor any ERISA Affiliate has engaged in a transaction that
could be subject to Section 4069 or 4212(c) of ERISA.

          6.8 Use of Proceeds; Margin Regulations. The proceeds of the Loans are
to be used solely for the purposes set forth in and permitted by Section 7.11
and Section 8.6. Neither the Borrower nor any Subsidiary is generally engaged in
the business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock. To the extent that the Borrower
uses Loan proceeds to acquire shares of its own stock which is Margin Stock, the
Borrower intends to cause such acquired shares to be immediately retired.

          6.9 Title to Properties; Liens. The Borrower and each Subsidiary have
good record and marketable title in fee simple to, or valid leasehold interests
in, all real property necessary or used in the ordinary conduct of their
respective businesses, except for such defects in title as would not,
individually or in the aggregate, have a Material Adverse Effect. As of the
Closing Date the property (real or personal, tangible or intangible) of the
Borrower and its Material Subsidiaries is subject to no Liens, other than
Permitted Liens.

          6.10 Taxes. The Borrower and its Subsidiaries have filed or caused to
be filed all federal and other material tax returns and reports required to be
filed, and have paid or caused to be paid all federal and other material taxes,
assessments, fees and other governmental charges levied or imposed upon them or
their properties, income or assets otherwise due and payable, except (i) those
which are being contested in good faith by appropriate proceedings and for which
adequate reserves have been provided in accordance with GAAP and (ii) those for
which the failure to pay would not have a Material Adverse Effect. To the
Borrower's knowledge, there is no proposed tax assessment against the Borrower
or any Subsidiary that would, if made, have a Material Adverse Effect.

          6.11 Financial Condition. (a) The audited Consolidated financial
statements of the Borrower and its Subsidiaries for the fiscal year ended
December 25, 1998 (as set forth in the Borrower's Form 10-K filing dated March
6, 1999) and the unaudited Consolidated financial statements of the Borrower and
its Subsidiaries for the fiscal quarter ended September 24, 1999 (as set forth
in the Borrower's latest Form 10-Q filing dated November 5, 1999) and, in each




                                       47
<PAGE>   54

case, the related Consolidated statements of income or operations, shareholders'
equity and cash flows for the fiscal year ended on that date:

                    (i) were prepared in accordance with GAAP consistently
               applied throughout the period covered thereby, except as
               otherwise expressly noted therein;

                    (ii) fairly present the financial condition of the Borrower
               and its Subsidiaries as of the date thereof and results of
               operations for the period covered thereby; and

                    (iii) except as specifically disclosed in Schedule 6.11,
               show all material indebtedness and other liabilities, direct or
               contingent, of the Borrower and its Consolidated Subsidiaries as
               of the date thereof, including liabilities for taxes, material
               commitments and Contingent Obligations.

               (b) Since the end of the fiscal quarter ending September 24,
1999 there has been no Material Adverse Effect.

          6.12 Environmental Matters. The Borrower conducts in the ordinary
course of business a review of the effect of existing Environmental Laws and
existing Environmental Claims on its business, operations and properties, and as
a result thereof the Borrower has reasonably concluded that, except as
specifically disclosed in Schedule 6.12, such Environmental Laws and
Environmental Claims could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

          6.13 Collateral Documents. (a) The provisions of each of the
Collateral Documents are effective to create in favor of the Collateral Agent
for the benefit of the Banks and the other Secured Parties, a legal, valid and
enforceable security interest (subject only to Permitted Liens) in all right,
title and interest of the Borrower in the Collateral described therein.

               (b) All representations and warranties of the Borrower contained
in the Collateral Documents are true and correct.

          6.14 Regulated Entities. Neither the Borrower, nor any Person
controlling the Borrower, nor any Subsidiary, is an "Investment Company" within
the meaning of the Investment Company Act of 1940. The Borrower is not subject
to regulation under the Public Utility Holding Company Act of 1935, the federal
Power Act, the Interstate Commerce Act, any state public utilities code, or any
other federal or state statute or regulation limiting its ability to incur
Indebtedness.

          6.15 Copyrights, Patents, Trademarks and Licenses, Etc. The Borrower
or its Subsidiaries own or are licensed or otherwise have the right to use all
of the patents, trademarks, service marks, trade names, copyrights, contractual
franchises, authorizations and other rights that are reasonably necessary for
the operation of their respective material businesses, without conflict with the
rights of any other Person. To the best knowledge of the Borrower, no slogan or
other advertising device, product, process, method, substance, part or other
material now




                                       48
<PAGE>   55

employed, or now contemplated to be employed, by the Borrower or any Material
Subsidiary infringes upon any rights held by any other Person. Except as
specifically disclosed in Schedule 6.5, no claim or litigation regarding any of
the foregoing is pending or, to the best knowledge of the Borrower, threatened,
and no patent, invention, device, application, principle or any statute, law,
rule, regulation, standard or code is pending or, to the knowledge of the
Borrower, proposed, which, in either case, could reasonably be expected to have
a Material Adverse Effect.

          6.16 Subsidiaries. The Borrower (a) has no U.S. Subsidiaries other
than those specifically disclosed in part (a) of Schedule 6.16 hereto as of the
Closing Date and (b) has no equity investments in any other corporation or
entity other than those specifically disclosed in part (b) of Schedule 6.16
except, in each case, for Subsidiaries created and equity investments made after
the Closing Date and otherwise permitted by this Agreement.

          6.17 Insurance. Except as specifically disclosed in Schedule 6.17, the
properties of the Borrower and its Material Subsidiaries are insured with, to
the best knowledge of the Borrower, financially sound and reputable insurance
companies not Affiliates of the Borrower, in such amounts, with such deductibles
and covering such risks as are customarily carried by companies engaged in
similar businesses and owning similar properties in localities where the
Borrower or such Material Subsidiary operates.

          6.18 Full Disclosure. None of the representations or warranties made
by the Borrower in the Loan Documents as of the date such representations and
warranties are made or deemed made, and none of the statements contained in any
written exhibit, report, statement or certificate furnished by or on behalf of
the Borrower or any Subsidiary in connection with the Loan Documents (including
the offering and disclosure materials delivered by or on behalf of the Borrower
to the Banks prior to the Closing Date), contains any untrue statement of a
material fact or omits any material fact required to be stated therein or
necessary to make the statements made therein, in light of the circumstances
under which they are made, not misleading as of the time when made or delivered;
provided that nothing in this Section 6.18 shall apply to any projections,
forward-looking information or other similar or related information furnished by
or on behalf of the Borrower or any Subsidiary in connection with the Loan
Documents.

          6.19 Projections. All projections, forward-looking information or
other similar or related information furnished by or on behalf of the Borrower
or any Subsidiary in connection with the Loan Documents were prepared in good
faith on the basis of the assumptions stated therein, which assumptions were
fair in the light of conditions existing at the time of delivery of such
forecasts, and represented, at the time of delivery, the Borrower or such
Subsidiary's best estimate of its future financial performance, operations and
results.

                                  ARTICLE VII

                              AFFIRMATIVE COVENANTS

          So long as any Bank shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, unless the Required Banks waive compliance in writing:



                                       49
<PAGE>   56

          7.1 Financial Statements. The Borrower shall deliver to the Agent, in
form and detail satisfactory to the Agent and the Required Banks, with
sufficient copies for each Bank:

               (a) as soon as available, but not later than 120 days after the
end of each fiscal year, a copy of the audited Consolidated balance sheet of the
Borrower and its Subsidiaries as at the end of such year and the related
Consolidated statements of income or operations, shareholders' equity and cash
flows for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, and accompanied by the opinion of
PricewaterhouseCoopers LLP or another nationally-recognized independent public
accounting firm ("Independent Auditor") which report shall state that such
Consolidated financial statements present fairly the financial position for the
periods indicated in conformity with GAAP applied on a basis consistent with
prior years. Such opinion shall not be qualified or limited because of a
restricted or limited examination by the Independent Auditor of any material
portion of the Borrower's or any Subsidiary's records; and

               (b) as soon as available, but not later than 55 days after the
end of each of the first three fiscal quarters of each fiscal year, a copy of
the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as
of the end of such quarter and the related Consolidated statements of income,
shareholders' equity and cash flows for the period commencing on the first day
and ending on the last day of such quarter, and certified by a Responsible
Officer as fairly presenting, in accordance with GAAP (subject to ordinary, good
faith year-end audit adjustments), the financial position and the results of
operations of the Borrower and the Subsidiaries.

          7.2 Certificates; Other Information. The Borrower shall furnish to the
Agent with sufficient copies for each Bank:

               (a) concurrently with the delivery of the financial statements
referred to in subsections 7.1(a) and (b), a Compliance Certificate executed by
a Responsible Officer;

               (b) promptly, copies of all financial statements and reports that
the Borrower sends to its shareholders, and copies of all financial statements
and regular, periodical or special reports (including Forms 10-K, 10-Q and 8-K)
that the Borrower or any Subsidiary may make to, or file with, the SEC; and

               (c) promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or any Subsidiary as the Agent,
at the request of any Bank, may from time to time reasonably request.

          7.3 Notices. The Borrower shall promptly notify the Agent and each
Bank:

               (a) after a Responsible Officer of the Borrower knows or has
reason to know of the occurrence of any Default or Event of Default, and of the
occurrence or existence of any event or circumstance for which it is reasonably
foreseeable that such event or circumstance will become a Default or Event of
Default;

               (b) after a Responsible Officer of the Borrower or any ERISA
Affiliate knows or has reason to know that any material ERISA Event has
occurred, with a statement of a




                                       50
<PAGE>   57

Responsible Officer of the Borrower describing such ERISA Event and the action,
if any, that the Borrower or such ERISA Affiliate proposes to take with respect
thereto;

               (c) of any material change in accounting policies or financial
reporting practices by the Borrower or any of its Consolidated Subsidiaries,
except for changes in financial reporting practices mandated by any Governmental
Authority or accounting standards board;

               (d) of any matter that has resulted or could reasonably be
expected to result in a Material Adverse Effect, including (i) any breach or
non-performance of, or any default under, any Contractual Obligation of the
Borrower or any of its Subsidiaries which has resulted or could reasonably be
expected to result in a Material Adverse Effect; (ii) any dispute, litigation or
proceeding which may exist at any time between the Borrower or any of its
Subsidiaries and any Governmental Authority which has resulted or could
reasonably be expected to result in a Material Adverse Effect; and (iii) any
investigation or suspension by any Governmental Authority with respect to the
Borrower or any Subsidiary of which the Borrower or such Subsidiary has
knowledge, which investigation or suspension has resulted or could reasonably be
expected to result in a Material Adverse Effect;

               (e) of the commencement of, or any material development in, any
litigation or proceeding to which the Borrower or any Subsidiary is a party (i)
which, if adversely determined, would reasonably be expected to have a Material
Adverse Effect, or (ii) in which the relief sought is an injunction or other
stay of the performance of this Agreement or any Loan Document; and

               (f) of any other litigation or proceeding affecting the Borrower
or any of its Subsidiaries which the Borrower would be required to report to the
SEC pursuant to the Exchange Act, within four days after reporting the same to
the SEC.

          Each notice under this Section shall be accompanied by a written
statement by a Responsible Officer setting forth details of the occurrence
referred to therein, and stating what action the Borrower or any affected
Subsidiary proposes to take with respect thereto and at what time. Each notice
under subsection 7.3(a) shall describe with particularity any and all clauses or
provisions of this Agreement or other Loan Document that have been (or
foreseeably will be) breached or violated.

          7.4 Preservation of Corporate Existence, Etc. The Borrower shall, and
shall cause each Material Subsidiary to preserve and maintain in full force and
effect its corporate existence and good standing under the laws of its state or
jurisdiction of incorporation and preserve and maintain in full force and effect
all governmental rights, privileges, qualifications, permits, licenses and
franchises necessary or desirable in the normal conduct of its business except
(a) if in the reasonable business judgment of the Borrower or such Material
Subsidiary, it is in its best economic interest not to preserve or maintain such
rights, privileges, qualification, permits, licenses or franchises and (b) if no
Material Adverse Effect could reasonably be expected to result.

          7.5 Maintenance of Property. The Borrower shall maintain, and shall
cause each Material Subsidiary to maintain, and preserve all its material
property (including, without




                                       51
<PAGE>   58

limitation, equipment) which is used or useful in its business in good working
order and condition, ordinary wear and tear excepted and make all necessary
repairs thereto and renewals and replacements thereof except where the failure
to do so could not reasonably be expected to have a Material Adverse Effect. The
Borrower and each Material Subsidiary shall use the standard of care typical in
the industry in the operation and maintenance of its facilities.

          7.6 Insurance. In addition to insurance requirements set forth in the
Collateral Documents, the Borrower shall maintain, and shall cause each Material
Subsidiary to maintain, with financially sound and reputable independent
insurers, insurance against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business, of such types and in
such amounts as are customarily carried under similar circumstances by such
other Persons.

          7.7 Payment of Obligations. The Borrower shall, and shall cause each
Material Subsidiary to, pay and discharge before the same shall become
delinquent:

               (a) all tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being contested
in good faith by appropriate proceedings and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Material Subsidiary; and

               (b) all lawful claims which, if unpaid, would by law become a
Lien upon its property.

          7.8 Compliance with Laws. The Borrower shall comply, and shall cause
each Subsidiary to comply, in all material respects with all Requirements of Law
of any Governmental Authority having jurisdiction over it or its business
(including Environmental laws and the federal Fair Labor Standards Act), except
such as may be contested in good faith or as to which a bona fide dispute may
exist.

          7.9 Compliance with ERISA. The Borrower shall, and shall cause each of
its ERISA Affiliates to: (a) maintain each Plan in compliance in all material
respects with the applicable provisions of ERISA, the Code and other federal or
state law; (b) cause each Plan which is qualified under Section 401(a) of the
Code to maintain such qualification; and (c) make all required contributions to
any Plan subject to Section 412 of the Code.

          7.10 Inspection of Property and Books and Records. The Borrower shall
maintain and shall cause each Material Subsidiary to maintain proper books of
record and account, in which full, true and correct entries in conformity with
GAAP consistently applied shall be made of all financial transactions and the
assets and business of the Borrower and such Material Subsidiary. During the
continuance of any Event of Default, the Borrower shall permit, and shall cause
each Subsidiary to permit, representatives and independent contractors of the
Agent or any Bank to visit and inspect any of their respective properties, to
examine their respective corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective directors, officers, and independent
public accountants, all at the expense of each the Borrower




                                       52
<PAGE>   59

and at such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable advance notice to each the Borrower.

          7.11 Use of Proceeds. The Borrower shall use the proceeds of the Loans
for working capital and other general corporate purposes (including repurchases
of its own stock) not in contravention of any Requirement of Law or of any Loan
Document.

          7.12 Disclosure; Further Assurances. (a) The Borrower shall ensure
that all written information, exhibits and reports furnished to the Agent and
the Banks by or on behalf of the Borrower and concerning the Borrower do not and
will not contain any untrue statement of a material fact and do not and will not
omit to state any material fact or any fact necessary to make the statements
contained therein not misleading in light of the circumstances in which made,
and will promptly disclose to the Agent and the Banks and correct any material
defect or error that may be discovered therein or in any Loan Document or in the
execution, acknowledgement or recordation thereof; provided that nothing in this
Section 7.12(a) shall apply to any projections, forward-looking information or
other similar or related information furnished by or on behalf of the Borrower
or any Subsidiary in connection with the Loan Documents.

               (b) The Borrower shall ensure that all projections, forward
-looking information or other similar or related information furnished by or on
behalf of the Borrower in connection with the Loan Documents are prepared in
good faith on the basis of the assumptions stated therein, which assumptions are
fair in the light of conditions existing at the time of delivery of such
forecasts, and represent, at the time of delivery, the Borrower's or such
Subsidiary's best estimate of its future financial performance, operations and
results.

               (c) Promptly upon request by the Collateral Agent, the Agent, the
Required Banks or the Directing Banks, as the case may be, the Borrower shall
do, execute, acknowledge, deliver, record, re-record, file, re-file, register
and re-register, any and all such further acts, security agreements, financing
statements and continuations thereof, termination statements, notices of
security interest, certificates, assurances and other instruments the Collateral
Agent, the Agent or such Banks, as the case may be, may reasonably require from
time to time in order (i) to carry out more effectively the purposes of this
Agreement or any other Loan Document, (ii) to subject to the Liens created by
any of the Collateral Documents any of the properties, rights or interests
covered by any of the Collateral Documents, (iii) to perfect and maintain the
validity, effectiveness and priority of any of the Collateral Documents and the
Liens intended to be created thereby, and (iv) to better assure, convey, grant,
assign, transfer, preserve, protect and confirm to the Collateral Agent, the
Agent and Banks the rights granted or now or hereafter intended to be granted to
the Collateral Agent, the Agent or the Banks under any Loan Document or under
any other document executed in connection therewith.

               (d) The Borrower shall provide such other documentation and
cooperation as the Agent or the Required Banks reasonably request in connection
with the exercise by the Agent and the Banks of their rights and remedies under
the Loan Documents.

          7.13 Financial Covenants. The Borrower will, unless the Required Banks
shall otherwise consent in writing:



                                       53
<PAGE>   60

               (a) Maintenance of Consolidated Tangible Net Worth. Maintain as
at the end of each fiscal quarter a Consolidated Tangible Net Worth of the
Borrower and its Subsidiaries of not less than at any time the amount that is
equal to (A) $800,000,000, plus (B) 75% of Consolidated Net Income (excluding
any Consolidated Net Loss) of the Borrower and its Subsidiaries earned in each
fiscal quarter ended after December 31, 1999, plus (C) 75% of the amount of all
proceeds (net of costs and expenses) received pursuant to the issuance of any
equity securities issued by the Borrower after December 31, 1999 (excluding
proceeds of any issuance made for the purposes of fulfilling a stock purchase
plan or compensatory option plan for the employees or directors of the Borrower
or any Subsidiary), plus (D) 100% of the face amount of any Subordinated
Indebtedness that is converted into stock of the Borrower after December 31,
1999.

               (b) Consolidated Net Income. (i) Not permit the Consolidated Net
Loss for any fiscal quarter to be greater than (A) $42,500,000 for the fourth
fiscal quarter 1999, and (B) $35,000,000 for the first fiscal quarter 2000; and
(ii) not permit the Consolidated Net Loss or Consolidated Operating Loss to be
greater than $0 for each fiscal quarter ending thereafter. In determining the
Borrower's compliance with this subsection 7.13(b), cumulative pre-tax non-cash
restructuring charges and write-offs and write-downs of assets classified as
non-cash assets of up to $50,000,000 in the fourth fiscal quarter 1999, first
fiscal quarter 2000 and second fiscal quarter 2000 shall be added back to
Consolidated Net Loss or Consolidated Operating Loss, as the case may be, to the
extent deducted therefrom.

               (c) Consolidated Total Leverage Ratio. Not permit the
Consolidated Total Leverage Ratio of the Borrower and its Subsidiaries as
determined at the end of each fiscal quarter during the measurement periods set
forth below to exceed the correlative ratio set forth below:

<TABLE>
<CAPTION>
               Period                                                                 Ratio
               ------                                                                 -----
<S>                                                                                   <C>
               fiscal year-end 1999 through second fiscal quarter-end 2000            42.5%

               third fiscal quarter-end 2000 through fiscal year-end 2000             40.0%

               Thereafter                                                             35.0%
</TABLE>

               (d) Adjusted Quick Ratio. Maintain a Consolidated Adjusted Quick
Ratio for the Borrower and its Subsidiaries as determined at the end of each
fiscal quarter during each of the measurement periods set forth below at least
equal to the correlative ratio for such period as set forth below:

<TABLE>
<CAPTION>
               Period                                                                 Ratio
               ------                                                                 -----
<S>                                                                                 <C>
               fiscal year-end 1999                                                 0.90 : 1.00

               first fiscal quarter-end 2000                                        0.80 : 1.00

               second fiscal quarter-end 2000                                       0.85 : 1.00

               third fiscal quarter-end 2000                                        0.90 : 1.00

               fiscal year-end 2000 and thereafter                                  1.00 : 1.00
</TABLE>




                                       54
<PAGE>   61

               (e) Senior Funded Debt. Not permit the Senior Funded Debt of the
Borrower and its Subsidiaries to exceed (i) $500,000,000 at any time during the
period from the Closing Date through first fiscal quarter-end 2000, (ii)
$475,000,000 at any time during the period from the commencement of the second
fiscal quarter 2000 through third fiscal quarter-end 2000; and (iii)
$450,000,000 at any time thereafter.

         7.14 Patents and Permits. The Borrower will, and will cause each of its
Subsidiaries to, (i) maintain all permits, licenses, consents or other approvals
of any Government Authority or any Person and (ii) maintain in full force and
effect and protect patents, trademarks, tradenames or other intellectual
property rights, the failure of which to maintain or protect would result in a
Material Adverse Effect.

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

          So long as any Bank shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, unless the Required Banks waive compliance in writing:

          8.1 Limitation on Liens. The Borrower shall not, and shall not suffer
or permit any Material Subsidiary to, directly or indirectly, make, create,
incur, assume or suffer to exist any Lien upon or with respect to any part of
its property, whether now owned or hereafter acquired, other than the following
("Permitted Liens"):

               (a) Liens for taxes, assessments or governmental charges or
levies, and to the extent not past due or to the extent contested, in good
faith, by appropriate proceedings and for which adequate reserves have been
established in accordance with GAAP;

               (b) Liens imposed by law, such as materialman's, mechanic's,
carrier's, workman's, and repairman's Liens and other similar Liens arising in
the ordinary course of business which relate to obligations which are not
overdue for a period of more than 45 days or which are being contested in good
faith, by appropriate proceedings and for which adequate reserves have been
established in accordance with GAAP;

               (c) pledges or deposits in the ordinary course of business to
secure nondelinquent obligations under workman's compensation or unemployment
laws or similar




                                       55
<PAGE>   62

legislation or to secure the performance of leases or trade contracts entered
into in the ordinary course of business or of public or nondelinquent statutory
obligations, bids, or appeal bonds;

               (d) Liens upon or in any property acquired or held by the
Borrower or any of its Subsidiaries to secure the purchase price or construction
costs (and, to the extent financed, sales and excise taxes, delivery and
installation costs and other related expenses) of such property or to secure
indebtedness incurred solely for the purpose of financing or refinancing the
acquisition or construction of any such property to be subject to such Liens, or
Liens existing on any such property at the time of acquisition, or extensions,
renewals or replacements of any of the foregoing for the same or a lesser
principal amount, provided that no such Lien shall extend to or cover any
property other than the property being acquired or constructed and no such
extension, renewal or replacement shall extend to or cover any property not
theretofore subject to the Lien being extended, renewed or replaced;

               (e) Liens consisting of the interest of a lessor upon any assets
subject to a Capital Lease and securing payment of the obligations arising under
such Capital Lease and provided that such Capital Lease is otherwise permitted
hereunder;

               (f) zoning restrictions, easements, licenses, landlord's Liens or
restrictions on the use of any real property occupied by the Borrower or its
Subsidiaries, which do not materially impair the use of such property in the
operation of the business of the Borrower or any of its Subsidiaries or the
value of such property for the purpose of such business;

               (g) Liens associated with judgments and awards to the extent such
judgments and awards do not create an Event of Default under subsection 9.1(i)
hereof;

               (h) Liens in favor of the issuer of a documentary commercial
letter of credit, provided, that such Liens are limited exclusively to the goods
covered by such letter of credit;

               (i) Liens listed on Schedule 8.1(i) securing Indebtedness
outstanding on the Closing Date;

               (j) Liens consisting of the interest of a lessor under Operating
Leases made in the ordinary course of business, or existing on property leased
by the Borrower or its Subsidiaries under an Operating Lease in the ordinary
course of business;

               (k) Liens securing borrowings by the Borrower against life
insurance policies under which it is the beneficiary in an aggregate amount not
to exceed $40,000,000;

               (l) Liens in connection with the Borrower's credit card
processing program in an aggregate amount not to exceed $20,000,000;

               (m) Consensual Liens not described in subclauses (a) through (l)
above that: (i) relate to liabilities other than borrowed money debt (including
Liens incurred in connection with sales and leasebacks of the Borrower's assets)
and securing obligations not in excess of $30,000,000 in the aggregate at any
time for all such Liens for the Borrower and its Subsidiaries together, or (ii)
secure obligations not in excess of $15,000,000 in the aggregate at




                                       56
<PAGE>   63

any time for all such Liens for the Borrower and its Subsidiaries together;
provided that no Liens otherwise permitted by clauses (i) and (ii) shall be
permitted against Receivables or inventories of the Borrower or its
Subsidiaries; and provided further that the obligations secured by Liens
permitted pursuant to clauses (i) and (ii) shall at no time, in the aggregate,
exceed $30,000,000;

               (n) Liens with respect to collateral (whether in cash, letters of
credit or other investments) provided in connection with the Multicurrency Note
Purchase Facility; provided that at no time shall the collateral with respect to
the Multicurrency Note Purchase Facility exceed, in the aggregate, $140,000,000;

               (o) Liens on the assets of the Borrower constituting Collateral
securing the obligations of the Borrower under the 364-Day Credit Agreement,
provided that such Liens rank pari passu at all times with the Liens of the
Agent and the Banks on the Collateral; and

               (p) Liens arising solely by virtue of any statutory or common law
provision or any depository agreement entered into by the Borrower or any
Subsidiary in the ordinary course of business, in each case relating to banker's
liens, rights of set-off or similar rights and remedies as to deposit accounts
or other funds maintained with a creditor depository institution.

         8.2 Disposition of Assets. The Borrower shall not, and shall not suffer
or permit any Material Subsidiary to, directly or indirectly, sell, assign,
lease, convey, transfer or otherwise dispose of (whether in one or a series of
transactions) any property (including accounts and notes receivable, with or
without recourse) or enter into any agreement to do any of the foregoing,
except:

               (a) dispositions of inventory, or used, worn-out, obsolete or
surplus equipment or other assets not practically usable in the business of the
Borrower, all in the ordinary course of business;

               (b) the sale of equipment to the extent that such equipment is
exchanged for credit against the purchase price of similar replacement
equipment, or the proceeds of such sale are reasonably promptly applied to the
purchase price of such replacement equipment;

               (c) dispositions of assets in the ordinary course of business by
the Borrower or any of its Subsidiaries to the Borrower or any other of its
Subsidiaries pursuant to reasonable business requirements;

               (d) dispositions in connection with a sale/leaseback transaction
involving real or personal property of the Borrower or its Subsidiaries;
provided, that any such sale/leaseback transaction is otherwise permitted under
this Agreement;

               (e) dispositions not otherwise permitted hereunder; provided,
that (i) at the time of any disposition, no Event of Default shall exist or
shall result from such disposition, and (ii) the aggregate net book value of all
assets so sold by the Borrower and its Subsidiaries, together, shall not exceed
in any fiscal year an amount equal to 5% of Consolidated Total Assets of the
Borrower for such fiscal year; and



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<PAGE>   64

               (f) dispositions listed on Schedule 8.2.

         8.3 Consolidations and Mergers. The Borrower shall not, and shall not
suffer or permit any Subsidiary to, merge, consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or acquire all or substantially all of the
assets of, any Person, except:

               (a) any Subsidiary may merge with the Borrower, provided that the
Borrower shall be the continuing or surviving corporation, or with any one or
more Subsidiaries, provided that if any transaction shall be between a
Subsidiary and a Wholly-Owned Subsidiary, the Wholly-Owned Subsidiary shall be
the continuing or surviving corporation;

               (b) any Subsidiary may sell all or substantially all of its
assets (upon voluntary liquidation or otherwise), to the Borrower or another
Wholly-Owned Subsidiary; and

               (c) to the extent permitted by Section 8.2.

         Nothing in this Section 8.3 shall prevent the Borrower or any of its
Subsidiaries from merging with, or acquiring all or substantially all of the
assets of any Person if (i) with respect to a merger, the Borrower or such
Subsidiary party to such merger is the surviving entity of such merger, and (ii)
the total assets (including securities and all other assets) so acquired,
together with the total assets for all such transactions occurring after the
Closing Date (in each case as measured on the effective date of such merger or
acquisition), do not exceed in any fiscal year an amount greater than 15% of the
Consolidated Tangible Net Worth of the Borrower and its Subsidiaries for such
fiscal year and do not exceed in the aggregate since October 23, 1997,
$500,000,000, and (iii) the merger or acquisition involves an entity engaged in
a similar business to that of the Borrower or in a business within the
Borrower's strategic plans; and (iv) no Default or Event of Default has occurred
or would occur from such merger or acquisition.

          If any Acquisition or Investment is hostile, no proceeds of any Loan
or Letter of Credit may be used, directly or indirectly, therefor ("hostile" for
purposes of this sentence meaning the prior effective written consent of the
board of directors or equivalent governing body of the acquiree is not
obtained).

          8.4 Loans and Investments. The Borrower shall not purchase or acquire,
or suffer or permit any Material Subsidiary to purchase or acquire, or make any
commitment therefor, any capital stock, equity interest, or any obligations or
other securities of, or any interest in, any Person, or make or commit to make
any advance, loan, extension of credit or capital contribution to or any other
investment in, any Person including any Affiliate of the Borrower (together, but
excluding Acquisitions, "Investments"), except for:

               (a) Investments held by the Borrower or any Material Subsidiary
in the form of cash equivalents;

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



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<PAGE>   65

               (c) extensions of credit by the Borrower to any of its
Subsidiaries or by any of its Subsidiaries to another of its Subsidiaries;

               (d) (i) Investments in any distributor of the Borrower's products
or any supplier of raw materials or services useful to the business of the
Borrower and its Subsidiaries (other than the acquisition of such Person by the
Borrower or its Subsidiaries), or in any partnership or corporation with others,
(ii) Joint-Ventures and (iii) other Investments, provided, that (A) the book
value (as to the Borrower) of any such Investment or Joint-Venture, together
with such value of all prior Investments or Joint-Ventures described in clauses
(i) through (iii) of this Section 8.4(d) undertaken by the Borrower and its
Subsidiaries since October 23, 1997, shall not exceed at the time of such
Investment or Joint Venture, 15% of Consolidated Tangible Net Worth as
calculated as of the most recent fiscal quarter prior to such Investment or
Joint-Venture, (B) such Investments and Joint-Ventures are undertaken in
accordance with all applicable Requirements of Law and (C) immediately prior to
and after giving effect thereto, no Default or Event of Default shall exist or
be continuing;

               (e) Investments constituting Permitted Swap Obligations or
payments or advances under Swap Contracts relating to Permitted Swap
Obligations;

               (f) Investments complying with the investment policy for the
Borrower and its Subsidiaries described on Schedule 8.4(f), as such schedule may
be amended from time to time;

               (g) contributions, loans or advances to, or guarantees of, the
Borrower or any Subsidiary in connection with the Multicurrency Note Purchase
Facility;

               (h) loans to employees of the Borrower or any of its Subsidiaries
(i) not to exceed $20,000,000, exclusive of any loans permitted pursuant to
clause (ii), (valued without regard to any write-down due to uncollectability)
at any one time outstanding for all such loans to all employees of the Borrower
and its Subsidiaries in the aggregate, or (ii) in the ordinary course of
business with respect to travel and relocation expenses; and

               (i) repurchases of shares of the Borrower's stock.

          8.5 Transactions with Affiliates. The Borrower shall not, and shall
not suffer or permit any Material Subsidiary to, enter into any transaction with
any Affiliate of the Borrower, except (i) transactions upon fair and reasonable
terms no less favorable to the Borrower or such Material Subsidiary than it
would obtain in a comparable arm's-length transaction with a Person not an
Affiliate of the Borrower or such Material Subsidiary and (ii) transactions
between Material Subsidiaries of the Borrower and transactions between the
Borrower and its Material Subsidiaries on terms fair and reasonable to all
interested parties and undertaken by all such parties in good faith and in the
ordinary course of business.

          8.6 Use of Proceeds. The Borrower shall not, and shall not suffer or
permit any Subsidiary to, use any portion of the Loan proceeds or any Letter of
Credit, directly or indirectly, for any purpose that would require the Agent or
any Bank to deliver or obtain any certification under, or to comply with the
margin requirements or other provisions of, Regulation T, U or X of the FRB.



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<PAGE>   66

          8.7 Contingent Obligations. The Borrower shall not, and shall not
suffer or permit any Material Subsidiary to, create, incur, assume or suffer to
exist any Contingent Obligations except:

               (a) endorsements for collection or deposit in the ordinary course
of business;

               (b) Permitted Swap Obligations;

               (c) Contingent Obligations in favor of BofA or any Affiliate of
BofA including, without limitation, in the form of recourse to the Borrower or
guaranties by the Borrower in connection with the Multicurrency Note Purchase
Facility; (d) Contingent Obligations of the Borrower and its Subsidiaries
existing as of the Closing Date and listed in Schedule 8.7(d) and any renewals,
extensions or modifications thereof so long as the aggregate amount of such
Contingent Obligations does not increase from the amount existing on the Closing
Date;

               (e) Contingent Obligations incurred in the ordinary course of
business and not exceeding at any time $45,000,000 in the aggregate in respect
of the Borrower and its Subsidiaries together;

               (f) Contingent Obligations arising under the Loan Documents;

               (g) Contingent Obligations arising in connection with
Indebtedness of any Subsidiary of the Borrower, provided, that such Indebtedness
is otherwise permitted by this Credit Agreement; and

               (h) Contingent Obligations of the Borrower pursuant to guaranties
in favor of Leasetec Corporation and other leasing partners (or any of their
successors or assigns) so long as the aggregate amount thereof does not exceed
at any time $50,000,000.

          8.8 Restricted Payments. The Borrower shall not, and shall not suffer
or permit any Subsidiary to, declare or make any dividend payment or other
distribution of assets, properties, cash, rights, obligations or securities on
account of any shares of any class of its capital stock, except that any
Subsidiary may declare and make dividend payments or other distributions on
account of any shares of any class of its capital stock to another Subsidiary or
to the Borrower and the Borrower may (so long as there is no Default or Event of
Default) declare and make dividend payments or other distributions payable
solely in its common stock.

          8.9 ERISA. The Borrower shall not, and shall not suffer or permit any
of its ERISA Affiliates to: (a) engage in a prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan which has
resulted or could reasonably expected to result in liabilities of the Borrower
in an aggregate amount in excess of $10,000,000; or (b) engage in a transaction
that could be subject to Section 4069 or 4212(c) of ERISA.

          8.10 Change in Business. The Borrower shall not make any material
change in the nature of its business as conducted on the Closing Date.




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<PAGE>   67

         8.11 Accounting Changes. The Borrower shall not and shall not suffer or
permit any Material Subsidiary to, make any significant change in accounting
treatment or reporting practices, except as required by GAAP, or change the
fiscal year of each the Borrower or any Material Subsidiary.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

         9.1 Event of Default. Any of the following events shall constitute an
"Event of Default":

               (a) Non-Payment. The Borrower fails to pay, (i) when and as
required to be paid herein, any amount of principal of any Loan or of any L/C
Obligation, or (ii) within two Business Days after the same becomes due, any
interest, fee or any other amount payable hereunder or under any other Loan
Document; or

               (b) Representation or Warranty. Any representation or warranty by
the Borrower made or deemed made herein, in any other Loan Document, or which is
contained in any certificate, document or financial or other statement by the
Borrower, or any Responsible Officer, furnished at any time under this
Agreement, or in or under any other Loan Document, is incorrect in any material
respect on or as of the date made or deemed made; or

               (c) Specific Defaults. The Borrower (i) fails to perform or
observe any term, covenant or agreement contained in Sections 7.3, 7.4, 7.11 or
7.13 or in Article VIII; or (ii) fails to perform or observe any term, covenant
or agreement contained in Sections 7.1, 7.2 or 7.9 and such failure shall
continue for five Business Days; or

               (d) Other Defaults. The Borrower fails to perform or observe any
other term or covenant contained in this Agreement or any other Loan Document,
and such default shall continue unremedied for a period of 30 days after the
earlier of (i) the date upon which a Responsible Officer knew or reasonably
should have known of such failure or (ii) the date upon which written notice
thereof is given to the Borrower by the Agent or any Bank; or

               (e) Cross-Default. The Borrower or any Subsidiary (i) fails to
make any payment in respect of any Indebtedness or Contingent Obligation (other
than Indebtedness or Contingent Obligations hereunder), having an aggregate
principal amount (including undrawn committed or available amounts and including
amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than $20,000,000 when due (whether by scheduled maturity,
required prepayment, acceleration, demand, or otherwise) and such failure shall
continue for five Business Days; or (ii) fails to perform or observe any other
condition or covenant, or any other event shall occur or condition exist, under
any agreement or instrument relating to any such Indebtedness or Contingent
Obligation, if the effect of such failure, event or condition is to cause, or to
permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Indebtedness (or a trustee or agent on behalf of such
holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to
be declared to be due and payable




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<PAGE>   68

prior to its stated maturity, or such Contingent Obligation to become payable or
cash collateral in respect thereof to be demanded; or

               (f) Insolvency; Voluntary Proceedings. The Borrower or any
Material Subsidiary (i) ceases or fails to be solvent, or generally fails to
pay, or admits in writing its inability to pay, its debts as they become due,
subject to applicable grace periods, if any, whether at stated maturity or
otherwise; (ii) voluntarily ceases to conduct its business in the ordinary
course; (iii) commences any Insolvency Proceeding with respect to itself; or
(iv) takes any action to effectuate or authorize any of the foregoing; or

               (g) Involuntary Proceedings. Any involuntary Insolvency
Proceeding is commenced or filed against the Borrower or any Material
Subsidiary, or any writ, judgment, warrant of attachment, execution or similar
process, is issued or levied against a substantial part of the Borrower's or any
Material Subsidiary's properties, and any such proceeding or petition shall not
be dismissed, or such writ, judgment, warrant of attachment, execution or
similar process shall not be released, vacated or fully bonded within 60 days
after commencement, filing or levy; (ii) the Borrower or any Material Subsidiary
admits the material allegations of a petition against it in any Insolvency
Proceeding, or an order for relief (or similar order under non-U.S. law) is
ordered in any Insolvency Proceeding; or (iii) the Borrower or any Material
Subsidiary acquiesces in the appointment of a receiver, trustee, custodian,
conservator, liquidator, mortgagee in possession (or agent therefor), or other
similar Person for itself or a substantial portion of its property or business;
or

               (h) ERISA. An ERISA Event shall occur with respect to a Pension
Plan or Multiemployer Plan which has resulted or could reasonably be expected to
result in liability of the Borrower under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $20,000,000;
(ii) the aggregate amount of Unfunded Pension Liability among all Pension Plans
at any time exceeds $20,000,000; or (iii) the Borrower or any ERISA Affiliate
shall fail to pay when due, after the expiration of any applicable grace period,
any installment payment with respect to its withdrawal liability under Section
4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of
$20,000,000; or

               (i) Monetary Judgments. One or more non-interlocutory judgments,
non-interlocutory orders, decrees or arbitration awards is entered against the
Borrower or any Subsidiary involving in the aggregate a liability (to the extent
not covered by independent third-party insurance as to which the insurer does
not dispute coverage) as to any single or related series of transactions,
incidents or conditions, of $20,000,000 or more, and the same shall remain
unvacated and unstayed pending appeal for a period of 30 consecutive days after
the entry thereof; or

               (j) Non-Monetary Judgments. Any non-monetary judgment, order or
decree is entered against the Borrower or any Subsidiary which does or would
reasonably be expected to have a Material Adverse Effect, and there shall be any
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

               (k) Change of Control. There occurs any Change of Control; or



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<PAGE>   69

               (l) Adverse Change. There occurs a Material Adverse Effect; or

               (m) Collateral. (i) any provision of any Collateral Document
shall for any reason cease to be valid and binding on or enforceable against the
Borrower or the Borrower shall so state in writing or bring an action to limit
its obligations or liabilities thereunder; or (ii) any Collateral Document shall
for any reason (other than pursuant to the terms thereof) cease to create a
valid security interest in any material portion of the Collateral purported to
be covered thereby or such security interest shall for any reason cease to be a
perfected and first priority security interest in any material portion of the
Collateral subject only to Permitted Liens.

         9.2 Remedies. If any Event of Default occurs and is continuing, the
Agent shall, at the request of, or may, with the consent of, the Required Banks,

               (a) declare the obligation of each Bank to make Loans and the
obligation of the Swingline Bank to make Swingline Loans, and any obligation of
the Issuing Bank to Issue Letters of Credit to be terminated, whereupon such
obligations and such Bank's Commitment shall be terminated;

               (b) declare an amount equal to the maximum aggregate amount that
is or at any time thereafter may become available for drawing under any
outstanding Letters of Credit (whether or not any beneficiary shall have
presented, or shall be entitled at such time to present, the drafts or other
documents required to draw under such Letters of Credit) to be immediately due
and payable, and declare the unpaid principal amount of all outstanding Loans,
all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived by the Borrower; and

               (c) exercise on behalf of itself and the Banks all rights and
remedies available to it and the Banks under the Loan Documents or applicable
law;

provided, however, that upon the occurrence of any event specified in subsection
(f) or (g) of Section 9.1 (in the case of clause (i) of subsection (g) upon the
expiration of the 60-day period mentioned therein), the obligation of each Bank
to make Loans and any obligation of the Issuing Bank to Issue Letters of Credit
shall automatically terminate and the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable without further act of the Agent, the Issuing Bank or any Bank.

          9.3 Rights Not Exclusive. The rights provided for in this Agreement
and the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

          9.4 Certain Financial Covenant Defaults. In the event that, after
taking into account any extraordinary charge to earnings taken or to be taken as
of the end of any fiscal period of the Borrower (a "Charge"), and if solely by
virtue of such Charge, there would exist an Event of Default due to the breach
of any of Section 7.13 as of such fiscal period end date, such Event of Default
shall be deemed to arise upon the earlier of (a) the date after such fiscal
period end date on which the Borrower announces publicly it will take, is taking
or has taken such




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<PAGE>   70

Charge (including an announcement in the form of a statement in a report filed
with the SEC) or, if such announcement is made prior to such fiscal period end
date, the date that is such fiscal period end date, and (b) the date the
Borrower delivers to the Agent its audited annual or unaudited quarterly
financial statements in respect of such fiscal period reflecting such Charge as
taken.

                                   ARTICLE X

                                    THE AGENT

          10.1 Appointment and Authorization; "Agent". (a) Each Bank hereby
irrevocably (subject to Section 10.9) appoints, designates and authorizes the
Agent to take such action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties
as are expressly delegated to it by the terms of this Agreement or any other
Loan Document, together with such powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, nor shall the Agent
have or be deemed to have any fiduciary relationship with any Bank, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Agent. Without limiting the generality of the
foregoing sentence, the use of the term "agent" in this Agreement with reference
to the Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent
contracting parties.

               (b) The Issuing Bank shall act on behalf of the Banks 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 Agent may agree at the
request of the Required Banks to act for such Issuing Bank with respect thereto;
provided, however, that the Issuing Bank shall have all of the benefits and
immunities (i) provided to the Agent in this Article X 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 "Agent", as used in this Article X, 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.

          10.2 Delegation of Duties. The Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects with
reasonable care.

          10.3 Liability of Agent. None of the Agent-Related Persons shall (i)
be liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its



                                       64
<PAGE>   71

own gross negligence or willful misconduct), or (ii) be responsible in any
manner to any of the Banks for any recital, statement, representation or
warranty made by the Borrower or any Subsidiary or Affiliate of the Borrower, or
any officer thereof, contained in this Agreement or in any other Loan Document,
or in any certificate, report, statement or other document referred to or
provided for in, or received by the Agent under or in connection with, this
Agreement or any other Loan Document or for the value of or title to any
Collateral, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
the Borrower or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation
to any Bank to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of the
Borrower or any of the Borrower's Subsidiaries or Affiliates.

          10.4 Reliance by Agent. (a) The Agent shall be entitled to rely,
and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel
to the Borrower), independent accountants and other experts selected by the
Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Banks as it deems appropriate
and, if it so requests, it shall first be indemnified to its satisfaction by the
Banks against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this
Agreement or any other Loan Document in accordance with a request or consent of
the Required Banks and such request and any action taken or failure to act
pursuant thereto shall be binding upon all of the Banks.

               (b) For purposes of determining compliance with the conditions
specified in Section 5.1, each Bank that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent (or made available) by the Agent to such
Bank for consent, approval, acceptance or satisfaction, or required thereunder
to be consented to or approved by or acceptable or satisfactory to such Bank,
unless an officer of the Agent responsible for the transactions contemplated by
the Loan Documents shall have received notice from such Bank prior to the
Closing Date specifying its objection thereto and such objection shall not have
been withdrawn by notice to the Agent to that effect on or prior to the Closing
Date.

          10.5 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except
with respect to defaults in the payment of principal, interest and fees required
to be paid to the Agent for the account of the Banks, unless the Agent shall
have received written notice from a Bank or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". The Agent will notify the Banks of its receipt
of any such notice. The Agent shall take such action with respect to such
Default or Event of Default as may be requested by the Required Banks in
accordance with Article IX; provided, however, that unless and until the Agent
has received any such request, the Agent may (but shall not be obligated to)
take such




                                       65
<PAGE>   72

action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable or in the best interest of the
Banks.

          10.6 Credit Decision. Each Bank acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Agent hereinafter taken, including any review of the affairs of the
Borrower and its Subsidiaries, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Bank. Each Bank represents to the
Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Borrower and its Subsidiaries, the value of and title to any collateral, and all
applicable bank regulatory laws relating to the transactions contemplated
hereby, and made its own decision to enter into this Agreement and to extend
credit to the Borrower hereunder. Each Bank also represents that it will,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other
documents expressly herein required to be furnished to the Banks by the Agent,
the Agent shall not have any duty or responsibility to provide any Bank with any
credit or other information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of the Borrower
which may come into the possession of any of the Agent-Related Persons.

          10.7 Indemnification of Agent. Whether or not the transactions
contemplated hereby are consummated, the Banks shall indemnify upon demand the
Agent-Related Persons (to the extent not reimbursed by or on behalf of the
Borrower and without limiting the obligation of the Borrower to do so), in
accordance with the Banks' Pro Rata Shares from and against any and all
Indemnified Liabilities; provided, however, that no Bank shall be liable for the
payment to the Agent-Related Persons of any portion of such Indemnified
Liabilities to the extent that they are found by a final decision of a court of
competent jurisdiction to have resulted solely from such Person's gross
negligence or willful misconduct. Without limitation of the foregoing, each Bank
shall reimburse the Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Agent is not
reimbursed for such expenses by or on behalf of the Borrower. The undertaking in
this Section shall survive the payment of all Obligations hereunder and the
resignation or replacement of the Agent.

          10.8 Agent in Individual Capacity. BofA and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from,
acquire equity interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with the Borrower and its
Subsidiaries and Affiliates (including, without limitation, as "Agent" and as a
"Bank" under the 364-Day Credit Agreement and as "Collateral Agent" under the





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Security Agreement) in each case, as though BofA were not the Agent, the
Swingline Bank or the Issuing Bank hereunder and without notice to or consent of
the Banks. The Banks acknowledge that, pursuant to such activities, BofA or its
Affiliates may receive information regarding the Borrower or its Affiliates
(including information that may be subject to confidentiality obligations in
favor of the Borrower or such Subsidiary) and acknowledge that the Agent shall
be under no obligation to provide such information to them. With respect to its
Loans, BofA shall have the same rights and powers under this Agreement as any
other Bank and may exercise the same as though it were not the Agent, the
Swingline Bank or the Issuing Bank.

          10.9 Successor Agent. The Agent may, and at the request of the
Required Banks shall, resign as Agent upon 30 days' notice to the Banks. If the
Agent resigns under this Agreement, the Required Banks shall appoint from among
the Banks a successor agent for the Banks. If no successor agent is appointed
prior to the effective date of the resignation of the Agent, the Agent may
appoint, after consulting with the Banks and the Borrower, a successor agent
from among the Banks. Upon the acceptance of its appointment as successor agent
hereunder, such successor agent shall succeed to all the rights, powers and
duties of the retiring Agent and the term "Agent" shall mean such successor
agent and the retiring Agent's appointment, powers and duties as Agent shall be
terminated. After any retiring Agent's resignation hereunder as Agent, the
provisions of this Article X and Sections 11.4 and 11.5 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement. If no successor agent has accepted appointment as Agent by
the date which is 30 days following a retiring Agent's notice of resignation,
the retiring Agent's resignation shall nevertheless thereupon become effective
and the Banks shall perform all of the duties of the Agent hereunder until such
time, if any, as the Required Banks appoint a successor agent as provided for
above.

          Notwithstanding the foregoing, however, BofA may not be removed as the
Agent at the request of the Required Banks unless BofA shall also simultaneously
be replaced as "Issuing Bank" and "Swingline Bank" hereunder pursuant to
documentation in form and substance reasonably satisfactory to BofA (which
documentation, among other things, will deal with replacement and cancellation
of all outstanding Letters of Credit and the payment of all outstanding
Swingline Loans in a manner satisfactory to BofA).

          10.10 Withholding Tax. (a) If any Bank is a "foreign corporation,
partnership or trust" within the meaning of the Code and such Bank claims
exemption from, or a reduction of, U.S. withholding tax under Sections 1441 or
1442 of the Code, such Bank agrees to deliver to the Agent and the Borrower:

                    (i) if such Bank claims an exemption from, or a reduction
               of, withholding tax under a United States tax treaty, two
               properly completed and executed copies of IRS Form W-8BEN before
               the payment of any interest or fees in the first calendar year
               and before the payment of any interest or fees in each third
               succeeding calendar year during which interest or fees may be
               paid under this Agreement;

                    (ii) if such Bank claims that interest or fees paid under
               this Agreement is exempt from United States withholding tax
               because it is




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<PAGE>   74

               effectively connected with a United States trade or business of
               such Bank, two properly completed and executed copies of IRS Form
               W-8ECI before the payment of any interest or fees is due in the
               first taxable year of such Bank and in each succeeding taxable
               year of such Bank during which interest or fees may be paid under
               this Agreement; and

                    (iii) such other form or forms as may be required under the
               Code or other laws of the United States as a condition to
               exemption from, or reduction of, United States withholding tax.

Such Bank agrees to promptly notify the Agent and the Borrower of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction.

               (b) If any Bank claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form W-8BEN
and such Bank sells, assigns, grants a participation in, or otherwise transfers
all or part of the Obligations of the Borrower owing to such Bank, such Bank
agrees to notify the Agent and the Borrower of the percentage amount in which it
is no longer the beneficial owner of Obligations of the Borrower owing to such
Bank. To the extent of such percentage amount, the Agent and the Borrower will
treat such Bank's IRS Form W-8BEN as no longer valid.

               (c) If any Bank claiming exemption from United States withholding
tax by filing IRS Form W-8ECI with the Agent and the Borrower sells, assigns,
grants a participation in, or otherwise transfers all or part of the Obligations
of the Borrower to such Bank, such Bank agrees to undertake sole responsibility
for complying with the withholding tax requirements imposed by Sections 1441 and
1442 of the Code.

               (d) If any Bank is entitled to a reduction in the applicable
withholding tax, the Borrower (or if not withheld by the Borrower the Agent) may
withhold from any interest payment to such Bank, or to the Agent on behalf of
such Bank, an amount equivalent to the applicable withholding tax after taking
into account such reduction. However, if the forms or other documentation
required by subsection (a) of this Section are not delivered to the Agent and
the Borrower, then the Borrower (or the Agent, if not withheld by the Borrower)
may withhold from any interest payment to such Bank, or to the Agent on behalf
of such Bank, not providing such forms or other documentation an amount
equivalent to the applicable withholding tax imposed by Sections 1441 and 1442
of the Code, without reduction.

               (e) If the IRS or any other Governmental Authority of the United
States or other jurisdiction asserts a claim that the Borrower or the Agent did
not properly withhold tax from amounts paid to or for the account of any Bank
(because the appropriate form was not delivered or was not properly executed, or
because such Bank failed to notify the Borrower or the Agent of a change in
circumstances which rendered the exemption from, or reduction of, withholding
tax ineffective, or for any other reason) such Bank shall indemnify the Borrower
or the Agent fully for all amounts paid, directly or indirectly, by the Borrower
or the Agent as tax or otherwise, including penalties and interest, and
including any taxes imposed by any jurisdiction on the amounts payable to the
Borrower or the Agent under this Section, together with all costs and expenses
(including Attorney Costs), provided that such Bank shall not be so liable to
the




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<PAGE>   75

Agent or the Borrower, as the case may be, to the extent such otherwise
indemnified amounts result from the Agent's own gross negligence or willful
misconduct (in the case of amounts payable to the Agent under this subsection)
or the Borrower's own gross negligence or willful misconduct (in the case of
amounts payable to the Borrower under this subsection). The obligation of the
Banks under this subsection shall survive the payment of all Obligations and the
resignation or replacement of the Agent.

          10.11 Collateral Matters. (a) The Collateral Agent is authorized
on behalf of all the Banks, without the necessity of any notice to or further
consent from the Banks, from time to time to take any action with respect to any
Collateral or the Collateral Documents which may be necessary to perfect and
maintain perfected the security interest in and Liens upon the Collateral
granted pursuant to the Collateral Documents.

               (b) The Banks irrevocably authorize the Collateral Agent, at its
option and in its discretion, to release any Lien granted to or held by the
Collateral Agent upon any Collateral (i) upon termination of the Commitments and
payment in full of all Loans and all other Obligations known to the Collateral
Agent and payable under this Agreement or any other Loan Document; (ii)
constituting property sold or to be sold or disposed of as part of or in
connection with any disposition permitted hereunder; (iii) constituting property
in which the Borrower owned no interest at the time the Lien was granted or at
any time thereafter; (iv) constituting property leased to the Borrower in a
transaction permitted under this Agreement; (v) consisting of an instrument
evidencing Indebtedness or other debt instrument, if the indebtedness evidenced
thereby has been paid in full; or (vi) if approved, authorized or ratified in
writing by the Required Banks, the Directing Banks or all the Banks, as the case
may be, as provided in subsection 11.1(f). Upon request by the Collateral Agent
at any time, the Banks will confirm in writing the Collateral Agent's authority
to release particular types or items of Collateral pursuant to this subsection
10.11(b), provided that the absence of any such confirmation for whatever reason
shall not affect the Collateral Agent's rights under this Section 10.11.

               (c) Each Bank agrees with and in favor of each other (which
agreement shall not be for the benefit of the Borrower or any Subsidiary) that
the Borrower's obligation to such Bank under this Agreement and the other Loan
Documents is not and shall not be secured by any real property collateral now or
hereafter acquired by such Bank.

          10.12 Co-Agents. None of the Banks identified in the preamble or
signature pages of this Agreement as a "co-agent" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Banks as such. Without limiting the foregoing, none of
the Banks so identified as a "co-agent" or "syndication agent" shall have or be
deemed to have any fiduciary relationship with any Bank. Each Bank acknowledges
that it has not relied, and will not rely, on any of the Banks so identified in
deciding to enter into this Agreement or in taking or not taking action
hereunder.



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<PAGE>   76

                                   ARTICLE XI

                                  MISCELLANEOUS

          11.1 Amendments and Waivers. No amendment or waiver of any provision
of this Agreement or any other Loan Document, and no consent with respect to any
departure by the Borrower or any applicable Subsidiary therefrom, shall be
effective unless the same shall be in writing and signed by the Required Banks
(or by the Agent at the written request of the Required Banks) and the Borrower
and acknowledged by the Agent, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no such waiver, amendment, or consent shall,
unless in writing and signed by all the Banks and the Borrower and acknowledged
by the Agent, do any of the following:

               (a) increase or extend the Commitment of any Bank or the
Swingline Commitment of the Swingline Bank;

               (b) postpone or delay any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees or other
amounts due to the Banks (or any of them) hereunder or under any other Loan
Document;

               (c) reduce the principal of, or the rate of interest specified
herein on any Loan, or any fees or other amounts payable hereunder or under any
other Loan Document;

               (d) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Loans which is required for the Banks or any of
them to take any action hereunder;

               (e) amend this Section, or Section 2.15, or any provision herein
providing for consent or other action by all Banks; or

               (f) release all or substantially all of the Collateral except as
otherwise may be provided herein or in the Collateral Documents or except where
the consent of the Required Banks or the Directing Banks only is specifically
provided for; and

provided, further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Issuing Bank in addition to the Required Banks or all
the Banks, as the case may be, affect the rights or duties of the Issuing Bank
under this Agreement or any L/C-Related Document relating to any Letter of
Credit Issued or to be Issued by it, and (ii) no amendment, waiver or consent
shall, unless in writing and signed by the Agent in addition to the Required
Banks or all the Banks, as the case may be, affect the rights or duties of the
Agent under this Agreement or any other Loan Document.

          11.2 Notices. (a) All notices, requests, consents, approvals,
waivers and other communications shall be in writing (including, unless the
context expressly otherwise provides, by facsimile transmission, provided that
any matter transmitted by the Borrower by facsimile (i) shall be immediately
confirmed by a telephone call to the recipient at the number specified on
Schedule 11.2, and (ii) shall be followed promptly by delivery of a hard copy
original thereof)




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<PAGE>   77

and mailed, faxed or delivered, to the address or facsimile number specified for
notices on Schedule 11.2; or, as directed to the Borrower or the Agent, to such
other address as shall be designated by such party in a written notice to the
other parties, and as directed to any other party, at such other address as
shall be designated by such party in a written notice to the Borrower and the
Agent. All notices to the Borrower shall be sent to Storage Technology
Corporation, One StorageTek Drive, Louisville, CO 80028-4302, Attention:
Assistant Treasurer, Telecopy No.: (303) 673-2837.

               (b) All such notices, requests and 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 U.S. mails, or if delivered, upon delivery; except that
notices pursuant to Article II, III or X to the Agent shall not be effective
until actually received by the Agent, and notices pursuant to Article III to the
Issuing Bank shall not be effective until actually received by the Issuing Bank
at the address specified for the "Issuing Bank" on Schedule 11.2.

               (c) Any agreement of the Agent and the Banks herein to receive
certain notices by telephone or facsimile is solely for the convenience and at
the request of the Borrower. The Agent and the Banks 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 Agent and the Banks shall not have any
liability to the Borrower or other Person on account of any action taken or not
taken by the Agent or the Banks in reliance upon such telephonic or facsimile
notice. The obligation of the Borrower to repay the Loans and L/C Obligations
shall not be affected in any way or to any extent by any failure by the Agent
and the Banks to receive written confirmation of any telephonic or facsimile
notice or the receipt by the Agent and the Banks of a confirmation which is at
variance with the terms understood by the Agent and the Banks to be contained in
the telephonic or facsimile notice.

          11.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Agent or any Bank, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights provided for in this Agreement and
the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.

          11.4 Costs and Expenses. The Borrower shall:

               (a) whether or not the transactions contemplated hereby are
consummated, pay or reimburse the Agent within five Business Days after demand
(subject to subsection 5.1(e)) for all costs and expenses incurred by the Agent
in connection with the development, preparation, delivery, ongoing
administration and execution of, and any amendment, supplement, waiver or
modification to (in each case, whether or not consummated), this Agreement, any
Loan Document and any other documents prepared in connection herewith or
therewith, and the consummation of the transactions contemplated hereby and
thereby,



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<PAGE>   78
including reasonable Attorney Costs and search and filing fees and expenses
incurred by the Agent with respect thereto;

               (b) pay or reimburse the Agent and the Arranger and each Bank
within five Business Days after demand (subject to subsection 5.1(e)) for all
costs and expenses (including reasonable Attorney Costs and search and filing
fees and expenses provided that the Borrower shall have been given statements
containing reasonably detailed bills for such fees and expenses) incurred by
them in connection with the enforcement or preservation of any rights or
remedies under this Agreement or any other Loan Document during the existence of
an Event of Default or after acceleration of the Loans (including in connection
with any "workout" or restructuring regarding the Loans, and including in any
Insolvency Proceeding or appellate proceeding); and

               (c) during the continuance of any Event of Default, pay or
reimburse the Agent within five Business Days after demand for all appraisal
(including the allocated cost of internal appraisal services), audit,
environmental inspection and review (including the allocated cost of such
internal services), incurred or sustained by the Agent in connection with the
matters referred to under subsections (a) and (b) of this Section.

          11.5 Borrower's Indemnification. Whether or not the transactions
contemplated hereby are consummated, the Borrower shall indemnify, defend and
hold the Agent-Related Persons, and each Bank and each of its respective
officers, directors, employees, counsel, agents and attorneys-in-fact (each, an
"Indemnified Person") harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
charges, expenses and disbursements (including Attorney Costs) of any kind or
nature whatsoever which may at any time (including at any time following
repayment of the Loans, the termination of the Letters of Credit and the
termination, resignation or replacement of the Agent or replacement of any Bank)
be imposed on, incurred by or asserted against any such Person in any way
relating to or arising out of this Agreement, the other Loan Documents or any
document contemplated by or referred to herein or therein, or the transactions
contemplated hereby or thereby, or any action taken or omitted by any such
Person under or in connection with any of the foregoing, including with respect
to any investigation, litigation or proceeding (including any Insolvency
Proceeding or appellate proceeding) related to or arising out of this Agreement
or the Loans or Letters of Credit or the use of the proceeds thereof whether or
not any Indemnified Person is a party thereto (all the foregoing, collectively,
the "Indemnified Liabilities"); provided, that the Borrower shall have no
obligation hereunder to any Indemnified Person with respect to Indemnified
Liabilities to the extent they are found by a final decision of a court of
competent jurisdiction to have resulted solely from the gross negligence or
willful misconduct of such Indemnified Person. The agreements in this Section
shall survive payment of all other Obligations.

          11.6 Marshalling; Payments Set Aside. Neither the Collateral Agent,
the Agent nor the Banks shall be under any obligation to marshal any assets in
favor of the Borrower or any other Person or against or in payment of any or all
of the Obligations. To the extent that the Borrower makes a payment to the
Collateral Agent, the Agent or the Banks, or the Collateral Agent, the Agent or
the Banks exercise their right of set-off, and such payment or the proceeds of
such set-off or any part thereof are subsequently invalidated, declared to be
fraudulent or




                                       72
<PAGE>   79

preferential, set aside or required (including pursuant to any settlement
entered into by the Collateral Agent, the Agent or such Bank in its discretion)
to be repaid to a trustee, receiver or any other party, in connection with any
Insolvency Proceeding or otherwise, then (a) to the extent of such recovery the
obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or
such set-off had not occurred, and (b) each Bank severally agrees to pay to the
Agent or the Collateral Agent, as the case may be, upon demand its pro rata
share of any amount so recovered from or repaid by the Agent or the Collateral
Agent, as the case may be.

          11.7 Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Borrower may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of the Agent and each Bank.

          11.8 Assignments, Participations, Etc.(a) (a) Any Bank may, with the
written consent of the Borrower at all times other than during the existence of
an Event of Default, and the Agent and the Issuing Bank, (which consents in each
case shall not be unreasonably withheld), at any time assign and delegate to one
or more Eligible Assignees (provided that no written consent of the Borrower,
the Agent or the Issuing Bank shall be required in connection with any
assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate
of such Bank or that is a Bank then holding a Commitment hereunder) (each an
"Assignee") all, or any ratable part of all, of the Loans, the Commitments, the
L/C Obligations and the other rights and obligations of such Bank hereunder,
provided, that any such assigning Bank either retains a Commitment or Loans of
at least $5,000,000 or disposes of its entire Commitment or Loans and provided
further that any Assignee shall have a Commitment or Loans of at least
$5,000,000; provided, however, that the Borrower and the Agent may continue to
deal solely and directly with such Bank in connection with the interest so
assigned to an Assignee until (i) written notice of such assignment, together
with payment instructions, addresses and related information with respect to the
Assignee, shall have been given to the Borrower and the Agent by such Bank and
the Assignee; (ii) such Bank and its Assignee shall have delivered to the
Borrower and the Agent an Assignment and Acceptance in the form of Exhibit E
("Assignment and Acceptance") together with any Note or Notes subject to such
assignment and (iii) the assignor Bank or Assignee has paid to the Agent a
processing fee in the amount of $4,000. No Assignee shall be entitled to higher
recoveries or greater rights under Sections 4.1, 4.2 and 4.3 than its assignor.

              (b) From and after the date that the Agent notifies the assignor
Bank that it has received (and provided its consent with respect to) an executed
Assignment and Acceptance and payment of the above-referenced processing fee and
the consent of the Issuing Bank (if required), (i) the Assignee thereunder shall
be a party hereto and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment and Acceptance, shall have the
rights and obligations of a Bank under the Loan Documents, (ii) this Agreement
shall be deemed to be amended to the extent, but only to the extent, necessary
to reflect the addition of the Assignee and the resulting adjustment of the
Commitments and Loans arising therefrom, and (iii) the assignor Bank shall, to
the extent that rights and obligations hereunder and under the other Loan
Documents have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Loan
Documents; provided, however, that the assignor Bank shall not relinquish its
rights under Article IV or



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<PAGE>   80

under Sections 11.4 and 11.5 (and any equivalent provisions of the other Loan
Documents) to the extent such rights relate to the time prior to the effective
date of the Assignment and Acceptance. The Commitment allocated to each Assignee
shall reduce the Commitment of the assigning Bank pro tanto.

               (c) Within five Business Days after its receipt of notice by the
Agent that it has received an executed Assignment and Acceptance and payment of
the processing fee and the consent of the Issuing Bank (if required), (and
provided that it consents to such assignment in accordance with subsection
11.8(a)), the Borrower shall execute and deliver to the Agent any new Notes
requested by such Assignee evidencing such Assignee's assigned Loans and
Commitment and, if the assignor Bank has retained a portion of its Loans and its
Commitment, replacement Notes as requested by the assignor Bank evidencing the
Loans and Commitment retained by such assignor Bank (such Notes to be in
exchange for, but not in payment of, the Notes held by such Bank).

               (d) Any Bank may at any time sell to one or more commercial banks
or other Persons not Affiliates of the Borrower (a "Participant") participating
interests in any Loans, the Commitment of that Bank and the other interests of
that Bank (the "originating Bank") hereunder and under the other Loan Documents;
provided, however, that (i) the originating Bank's obligations under this
Agreement shall remain unchanged, (ii) the originating Bank shall remain solely
responsible for the performance of such obligations, (iii) the Borrower, the
Issuing Bank and the Agent shall continue to deal solely and directly with the
originating Bank in connection with the originating Bank's rights and
obligations under this Agreement and the other Loan Documents, and (iv) no Bank
shall transfer or grant any participating interest under which the Participant
has rights to approve any amendment to, or any consent or waiver with respect
to, this Agreement or any other Loan Document, except to the extent such
amendment, consent or waiver would require unanimous consent of the Banks as
described in the first proviso to Section 11.1. In the case of any such
participation, the Participant shall be entitled to the benefit of Sections 4.1,
4.3 and 11.5 as though it were also a Bank hereunder, and not otherwise have any
rights under this Agreement, or any of the other Loan Documents, and all amounts
payable by the Borrower hereunder shall be determined as if such Bank had not
sold such participation; except that, if amounts outstanding under this
Agreement are due and unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of an Event of Default, each Participant
shall be deemed to have the right of set-off in respect of its participating
interest in amounts owing under this Agreement to the same extent as if the
amount of its participating interest were owing directly to it as a Bank under
this Agreement.

               (e) Notwithstanding any other provision in this Agreement, any
Bank may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement and any Note held by
it in favor of any Federal Reserve Bank in accordance with Regulation A of the
FRB or U.S. Treasury Regulation 31 CFR ss.203.14, and such Federal Reserve Bank
may enforce such pledge or security interest in any manner permitted under
applicable law.

         11.9 Confidentiality. Each Bank and the Agent agrees that it will not
disclose to any third party any written information marked "Confidential,"
"Secret," "Top Security," "Protected" or words of similar import provided to it
by the Borrower or any Subsidiary or any




                                       74
<PAGE>   81

oral information which is stated to be confidential and which is confirmed as
such in writing within seven days; provided, however, that the foregoing will
not (i) restrict the ability of the Agent, the Banks and any loan participants
from freely exchanging such information among themselves (and their respective
employees, attorneys, auditors and other professional advisors), (ii) restrict
the ability to disclose such information to a prospective Eligible Assignee or
participants, provided, that such Eligible Assignee or participants execute a
confidentiality agreement with the selling Bank agreeing to be bound by the
terms hereof prior to disclosure of such information to such Eligible Assignee
or participant, or (iii) prohibit the disclosure of such information to the
extent such information (A) becomes publicly available other than through a
breach of this Section 11.9, (B) becomes available through a Person other than
the Borrower or a Subsidiary of the Borrower, (C) is required to be disclosed
pursuant to court order, subpoena, other legal process, regulatory request or
otherwise by law or (D) is disclosed in litigation with the Borrower or any
Subsidiary of the Borrower or in connection with the enforcement of remedies by
the Agent or Banks after acceleration of the Loans or after the Revolving
Termination Date.

          11.10 Set-off. In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank is authorized at any time and from time to time, without
prior notice to the Borrower, any such notice being waived by the Borrower 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 by,
and other indebtedness at any time owing by, such Bank to or for the credit or
the account of the Borrower against any and all Obligations owing to such Bank,
now or hereafter existing, irrespective of whether or not the Agent or such Bank
shall have made demand under this Agreement or any Loan Document and although
such Obligations may be contingent or unmatured. Each Bank agrees promptly to
notify the Borrower and the Agent after any such set-off and application made by
such Bank; provided, however, that the failure to give such notice shall not
affect the validity of such set-off and application.

          11.11 Automatic Debits of Fees. With respect to any commitment fee,
letter of credit fee or other fee, or any other cost or expense (including
Attorney Costs) due and payable to the Agent, the Issuing Bank, BofA or the Lead
Arranger under the Loan Documents, the Borrower hereby irrevocably authorizes
BofA to debit any deposit account of the Borrower with BofA in an amount such
that the aggregate amount debited from all such deposit accounts does not exceed
such fee or other cost or expense. If there are insufficient funds in such
deposit accounts to cover the amount of the fee or other cost or expense then
due, such debits will be reversed (in whole or in part, in BofA's sole
discretion) and such amount not debited shall be deemed to be unpaid. No such
debit under this Section shall be deemed a set-off.

          11.12 Notification of Addresses, Lending Offices, Etc. Each Bank shall
notify the Agent in writing of any changes in the address to which notices to
the Bank should be directed, of addresses of any Lending Office, of payment
instructions in respect of all payments to be made to it hereunder and of such
other administrative information as the Agent shall reasonably request.



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          11.13 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument.

          11.14 Severability. The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder
shall not in any way affect or impair the legality or enforceability of the
remaining provisions of this Agreement or any instrument or agreement required
hereunder.

          11.15 No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of the Borrower, the Banks, the
Agent, the Agent-Related Persons, the Collateral Agent and the Indemnified
Persons, and their permitted successors and assigns, and no other Person shall
be a direct or indirect legal beneficiary of, or have any direct or indirect
cause of action or claim in connection with, this Agreement or any of the other
Loan Documents.

          11.16 Governing Law and Jurisdiction(a) (a) THIS AGREEMENT AND THE
NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF CALIFORNIA; PROVIDED THAT THE AGENT AND THE BANKS SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW.

               (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF
CALIFORNIA OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF CALIFORNIA, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWER, THE AGENT AND
THE BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE BORROWER, THE AGENT AND
THE BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE
LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH
JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. THE
BORROWER, THE AGENT AND THE BANKS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
CALIFORNIA LAW.

          11.17 Waiver of Jury Trial. THE BORROWER, THE BANKS AND THE AGENT EACH
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION,
PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST
ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWER, THE
BANKS AND THE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE
TRIED BY A COURT TRIAL WITHOUT A




                                       76
<PAGE>   83

JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO
ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART,
TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.

          11.18 Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Borrower,
the Banks and the Agent, and supersedes all prior or contemporaneous agreements
and understandings of such Persons, verbal or written, relating to the subject
matter hereof and thereof.



               [Remainder of this page intentionally left blank.]




                                       77
<PAGE>   84


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



                                 STORAGE TECHNOLOGY CORPORATION,
                                 a Delaware corporation


                                 By:
                                      -----------------------------------------

                                 Title:
                                       ----------------------------------------

                                 BANK OF AMERICA, N.A.,
                                 as Agent, Swingline Bank, Issuing Bank and as
                                 a Bank


                                 By:
                                      -----------------------------------------

                                 Title: Managing Director




                                       78
<PAGE>   85

                                 BANKBOSTON, N.A.

                                 By:
                                      -----------------------------------------

                                 Title:
                                       ----------------------------------------


                                 BANK OF MONTREAL

                                 By:
                                      -----------------------------------------

                                 Title:
                                       ----------------------------------------


                                 BANK ONE, NA

                                 By:
                                      -----------------------------------------

                                 Title:
                                       ----------------------------------------


                                 FLEET NATIONAL BANK

                                 By:
                                      -----------------------------------------

                                 Title:
                                       ----------------------------------------


                                 KEYBANK NATIONAL ASSOCIATION

                                 By:
                                      -----------------------------------------

                                 Title:
                                       ----------------------------------------


                                 ROYAL BANK OF CANADA

                                 By:
                                      -----------------------------------------

                                 Title:
                                       ----------------------------------------


                                 THE BANK OF NOVA SCOTIA

                                 By:
                                      -----------------------------------------

                                 Title:
                                       ----------------------------------------


                                 THE SUMITOMO BANK, LIMITED

                                 By:
                                      -----------------------------------------

                                 Title:
                                       ----------------------------------------


                                 U.S. BANK NATIONAL ASSOCIATION

                                 By:
                                      -----------------------------------------

                                 Title:
                                       ----------------------------------------


                                       79
<PAGE>   86


                                  SCHEDULE 2.1

                         COMMITMENT AND PRO RATA SHARES


<TABLE>
<CAPTION>
  ------------------------------------------------------------------------------------------------------------
  BANK                                                     COMMITMENT                   PRO RATA SHARE
  ------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                             <C>
  Bank of America, N.A.                                  $61,607,142.89                  21.42857144%
  ------------------------------------------------------------------------------------------------------------
  Bank One, NA                                           $47,642,857.15                  16.57142857%
  ------------------------------------------------------------------------------------------------------------
  BankBoston N.A.                                        $31,214,285.71                  10.85714286%
  ------------------------------------------------------------------------------------------------------------
  Bank of Montreal                                       $31,214,285.71                  10.85714286%
  ------------------------------------------------------------------------------------------------------------
  Fleet National Bank                                    $31,214,285.71                  10.85714286%
  ------------------------------------------------------------------------------------------------------------
  Royal Bank of Canada                                   $31,214,285.71                  10.85714286%
  ------------------------------------------------------------------------------------------------------------
  The Sumitomo Bank, Limited                             $16,428,571.44                   5.71428572%
  ------------------------------------------------------------------------------------------------------------
  KeyBank National Association                           $12,321,428.56                   4.28571428%
  ------------------------------------------------------------------------------------------------------------
  The Bank of Nova Scotia                                $12,321,428.56                   4.28571428%
  ------------------------------------------------------------------------------------------------------------
  U.S. Bank National Association                         $12,321,428.56                   4.28571428%
  ------------------------------------------------------------------------------------------------------------

  ------------------------------------------------------------------------------------------------------------
  TOTAL                                                  $287,500,000.00                     100%
  ------------------------------------------------------------------------------------------------------------
</TABLE>



                                       1
<PAGE>   87

                                 SCHEDULE 2.9(e)

                APPLICABLE MARGIN AND COMMITMENT FEE PRICING GRID

<TABLE>
<CAPTION>
               Total Debt to
                  EBITDA                       Offshore Rate
            (rolling 4 quarter)                   Spread       Base Rate Spread   Commitment Fee
                    (x)                             (%)               (%)               (%)
 --------------------------------------------  -------------   ----------------   --------------
<S>                                            <C>             <C>                <C>
 X less than 1.50                                 2.000               0               .500
 --------------------------------------------  -------------   ----------------   --------------
 1.50 less than or equal to  X less than 2.00     2.125             0.125             .500
 --------------------------------------------  -------------   ----------------   --------------
 2.00 less than or equal to X less than 2.50      2.250             0.250             .500
 --------------------------------------------  -------------   ----------------   --------------
 X greater than or equal to 2.50                  2.500             0.500             .500
 --------------------------------------------  -------------   ----------------   --------------
</TABLE>

Note:

The initial Applicable Margin as of the Closing Date shall be 2.250% and,
thereafter, commencing on the date on which the Agent receives the Compliance
Certificate required by Section 7.2(a) for the fiscal quarter ending December
31, 1999, the Applicable Margin shall be determined by the above pricing grid.



                                       1

<PAGE>   88

                                  SCHEDULE 11.2

                     ADDRESSES FOR NOTICES, LENDING OFFICES


STORAGE TECHNOLOGY CORPORATION:

Address for Notices:

Storage Technology Corporation
One StorageTek Drive
Louisville, CO 80028-4302
Attention:        Assistant Treasurer
Telephone:        (303) 661-2676
Facsimile:        (303) 673-2837


BANK OF AMERICA, N.A.,

as Agent:

Domestic and Offshore Lending Office:

Bank of America, N.A.
Agency Services - West #5596
Mail Code: CA4-706-05-09
1850 Gateway Blvd., 5th Floor
Concord, CA 94520-3281
Attention:        Michael Costa
Telephone:        (925) 675-8439
Facsimile:        (925) 969-2806

Address for all Other Notices:

Bank of America, N.A.
High Technology - SF #3697, Credit Products
Mail Code:  CA5-705-41-01
555 California Street, 41st Floor
San Francisco, CA 94104
Attention:        Kevin McMahon
Telephone:        (415) 622-8088
Facsimile:        (415) 622-2385




<PAGE>   89

AGENT'S PAYMENT OFFICE:

Bank of America, N.A.
(ABA 111-000-012)
Attention: Agency Services - West #5596
Dallas, Texas
For credit to Account No. 3750836479
Account Name: Corporate FTA
Ref:     Storage Technology Corporation


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

Domestic and Offshore Lending Office:

Bank of America, N.A.
Agency Services - West #5596
Mail Code: CA4-706-05-09
1850 Gateway Blvd., 5th Floor
Concord, CA 94520-3281
Attention:        Michael Costa
Telephone:        (925) 675-8439
Facsimile:        (925) 969-2806

Notices (other than Borrowing Notices and Notices
of Conversion/Continuation):

Bank of America, N.A.
High Technology - SF #3697, Credit Products
Mail Code: CA5-705-41-01
555 California Street, 41st Floor
San Francisco, CA 94104
Attention:        Kevin McMahon
Telephone:        (415) 622-8088
Facsimile:        (415) 622-2514


                                       3
<PAGE>   90

BANK ONE, NA

Domestic and Offshore Lending Office:

Bank One, NA
1 Bank One Plaza
Chicago, IL 60670
Attention:        Latanya Driver
Telephone:        (312) 732-1395
Facsimile:        (312) 732-4840

Notices (other than Borrowing Notices and Notices
of Conversion/Continuation):

Bank One, NA
777 S. Figueroa Street, 4th Floor
Los Angeles, CA 90017
Attention:        Anthony Mathews
Telephone:        (213) 683-4957
Facsimile:        (213) 683-4999


BANK OF MONTREAL

Domestic and Offshore Lending Office:

Bank of Montreal
115 S. LaSalle - 12W
Chicago, IL 60603
Attention:        Craig Reynolds
Telephone:        (312) 750-6047
Facsimile:        (312) 750-4345

Notices (other than Borrowing Notices and Notices
of Conversion/Continuation):

Bank of Montreal
115 S. LaSalle - 12W
Chicago, IL 60603
Attention:        Bruce Pietka
Telephone:        (312) 750-6958
Facsimile:        (312) 750-6057




                                       4

<PAGE>   91

BANKBOSTON, N.A.

Domestic and Offshore Lending Office:

BankBoston, N.A.
100 Federal Street
Mailstop 01-08-02
Boston, MA 02110
Attention:        Anthony Dunn
Telephone:        (617) 434-9625
Facsimile:        (617) 434-9620

Notices (other than Borrowing Notices and Notices
of Conversion/Continuation):

BankBoston, N.A.
100 Federal Street
Mailstop 01-08-06
Boston, MA 02110
Attention:        Michael S. Barclay
Telephone:        (617) 434-5163
Facsimile:        (617) 434-0819


FLEET NATIONAL BANK

Domestic and Offshore Lending Office:

Fleet National Bank
100 Federal Street
Mailstop 01-08-06
Boston, MA 02110
Attention:        Pauline Kowalczyk
Telephone:        (617) 346-0622
Facsimile:        (617) 346-0151



                                       5
<PAGE>   92

Notices (other than Borrowing Notices and Notices
of Conversion/Continuation):

Fleet National Bank
100 Federal Street
Mailstop 01-08-06
Boston, MA 02110
Attention:        Michael S. Barclay
Telephone:        (617) 434-5163
Facsimile:        (617) 434-2473


ROYAL BANK OF CANADA

Domestic and Offshore Lending Office:

Royal Bank of Canada
1 Liberty Plaza
165 Broadway - 4th Floor
New York, NY 10006
Attention:        Claro Albay
Telephone:        (416) 955-6714
Facsimile:        (416) 955-6720

Notices (other than Borrowing Notices and Notices
of Conversion/Continuation):

Royal Bank of Canada
1 Liberty Plaza
165 Broadway - 5th Floor
New York, NY 10006
Attention:        Stephanie Babich
Telephone:        (212) 428-6319
Facsimile:        (212) 428-6460


THE SUMITOMO BANK, LIMITED

Domestic and Offshore Lending Office:

The Sumitomo Bank, Limited
277 Park Avenue
New York, NY 10172
Attention:        Noel Swift
Telephone:        (212) 224-4185
Facsimile:        (212) 224-5197



                                       6
<PAGE>   93

Notices (other than Borrowing Notices and Notices
of Conversion/Continuation):

The Sumitomo Bank, Limited
Seattle Branch
120 103rd Avenue, Suite 5320
Seattle, WA 98101
Attention:        Bob Granfelt
Telephone:        (206) 223-4050
Facsimile:        (206) 623-8551


KEYBANK NATIONAL ASSOCIATION

Domestic and Offshore Lending Office:

KeyBank National Association
700 Fifth Avenue, 46th Floor
Seattle, WA 98104
Attention:        Tony Yee
Telephone:        (206) 684-6009
Facsimile:        (206) 684-6035

Notices (other than Borrowing Notices and Notices
of Conversion/Continuation):

KeyBank National Association
P.O. Box 5278
Boise, ID 83705
Attention:        Specialty Services
Telephone:        (800) 297-5518
Facsimile:        (800) 297-5495


THE BANK OF NOVA SCOTIA

Domestic and Offshore Lending Office:

The Bank of Nova Scotia
600 Peachtree Street, Suite 2700
Atlanta, GA 30383
Attention:        Kathy Clark
Telephone:        (404) 877-1542
Facsimile:        (404) 888-8998



                                       7
<PAGE>   94

Notices (other than Borrowing Notices and Notices
of Conversion/Continuation):

The Bank of Nova Scotia
580 California Street
San Francisco, CA 94104
Attention:        Jon Burcken
Telephone:        (415) 986-1100
Facsimile:        (415) 397-0791


U.S. BANK NATIONAL ASSOCIATION

Domestic and Offshore Lending Office:

U.S. Bank National Association
918 17th Street, 2nd Floor
CNBB0211
Denver, CO 80401
Attention:        Bonda Gates
Telephone:        (303) 585-6524
Facsimile:        (303) 585-4135

Notices (other than Borrowing Notices and Notices
of Conversion/Continuation):

U.S. Bank National Association
918 17th Street, 2nd Floor
CNBB0211
Denver, CO 80401
Attention:        Brian T. McKinney
Telephone:        (303) 585-4101
Facsimile:        (303) 585-4135


                                       8