<PAGE>   1
                                                                   EXHIBIT 10.16

                 FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT

         This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "First Amendment") made and entered into as of the ____ day of
March, 2000, by and among BANK OF AMERICA, N.A., a national banking association
(hereinafter referred to individually as "Bank of America" or as the "Agent"),
the several banks, financial institutions and other entities identified as the
Lenders in the Fourth Restated Loan Agreement (collectively, the "Lenders"),
UNION PLANTERS BANK, N.A., a national banking association ("UPB"), RFS HOTEL
INVESTORS, INC., a Tennessee corporation ("Investors"), and RFS PARTNERSHIP,
L.P., a Tennessee limited partnership (the "Borrower").

                                    RECITALS:

         A. The Borrower is primarily engaged in the business of purchasing,
developing, owning, operating, leasing, managing, financing and selling hotel
properties.

         B. Investors is the sole general partner of the Borrower and Investors
is qualified as a real estate investment trust with its common stock listed on
the New York Stock Exchange.

         C. Boatmen's Bank of Tennessee ("BBOT") has heretofore made loans
available to Investors formerly as borrower, in the maximum aggregate principal
amount of $75,000,000 (hereinafter as modified and/or increased called the
"Facility"), as set forth in that certain First Amended Revolving Credit and
Term Loan Agreement dated as of February 20, 1996, as modified by that certain
First Modification of First Amended Revolving Credit and Term Loan Agreement and
of Related Documents dated as of May 19, 1996 (collectively the "BBOT Loan
Agreement").

         D. BBOT has heretofore transferred undivided participation interests in
the Facility (the "Participations") to SouthTrust Bank of Georgia, N.A., First
Tennessee Bank National Association, and First National Bank of Commerce, New
Orleans (collectively the "Participating Lenders"), pursuant to the terms of
that certain First Amended Participation Agreement dated as of May 29, 1996 (the
"Participation Agreement").

         E. By Amended and Restated Revolving Credit and Term Loan Agreement
dated as of July 30, 1997 (the "Restated Loan Agreement"), the Borrower became
the borrower and assumed the obligations of Investors, formerly as the borrower,
relating to the Facility set forth in the BBOT Loan Agreement, the
Participations were converted into a single direct multiple-lender line of
credit, and the Facility was increased to the maximum aggregate principal amount
of $175,000,000.

         F. In connection with the Restated Loan Agreement, BBOT assigned all of
its right, title and interest in and to the Facility, the BBOT Loan Agreement,
the Participation Agreement and the other Loan Documents (as herein defined) to
NationsBank, N.A. ("NationsBank") which then, together with the Participating
Lenders, terminated the Participation Agreement and assigned to the

<PAGE>   2



Participating Lenders an undivided interest in and to the Facility. NationsBank
also placed of record in each jurisdiction where a Mortgage was already of
record an assignment, modification and assumption agreement, assigning its
rights therein to the Agent as agent for the Lenders, modifying such Mortgage to
reflect the increase in the Facility and extension of the Facility Termination
Date, and reflecting the assumption of the Obligations by the Borrower, and
including certain other matters.

         G. Contemporaneously with the termination of the Participation
Agreement, NationsBank and the Participating Lenders assigned to the remaining
Lenders such portions of the Commitment existing under the BBOT Loan Agreement
as were necessary to properly distribute to all Lenders their proper pro rata
shares of the Commitment existing under the BBOT Loan Agreement, followed
contemporaneously by an increase in the Facility and Commitment as set forth in
the Restated Loan Agreement and the appointment of NationsBank as the Agent for
the Lenders pursuant to the terms thereof. NationsBanc Capital Markets, Inc.
("NCMI"), subsequently known as NationsBanc Montgomery Securities LLC ("NMS")
and now known as Banc of America Securities LLC, ("BAS"), arranged the increase
in the Facility requested by the Borrower and Investors from $75,000,000 to
$175,000,000, and NCMI and NationsBank coordinated the closing of such increase.

         H. By Second Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of October 1, 1997, made and entered into by and among the
Borrower, Investors, the Lenders party thereto and the Agent (the "Second
Restated Loan Agreement"), the parties modified the Restated Loan Agreement to
adjust the interest rate options therein, to add certain additional financial
covenants and delete or modify certain existing financial covenants, and to
include certain other modifications.

         I. By First Amendment to Second Amended and Restated Revolving Credit
and Term Loan Agreement dated as of June 4, 1998, made and entered into by and
among the Borrower, Investors, the Lenders party thereto and the Agent (the
"First Amendment to Second Restated Loan Agreement"), the parties modified the
Second Restated Loan Agreement to increase the Facility to the maximum aggregate
principal amount of $190,000,000, to modify certain existing financial
covenants, and to include certain other modifications, all to be effective from
the date thereof through and including December 31, 1998.

         J. By Second Amendment to Second Amended and Restated Revolving Credit
and Term Loan Agreement dated as of June 30, 1998, made and entered into by and
among the Borrower, Investors, the Lenders party thereto and the Agent (the
"Second Amendment to Second Restated Loan Agreement"; the Second Restated Loan
Agreement, as modified by the First Amendment to Second Restated Loan Agreement
and the Second Amendment to Second Restated Loan Agreement, being hereinafter
referred to as the "Amended Second Restated Loan Agreement"), the parties
modified and added certain definitions.

         K. By letter dated November 6, 1998 (the "Waiver Letter"), the Agent,
on behalf of the Required Lenders, waived any defaults arising due to breaches
of Section 7.18(d) of the Amended Second Restated Loan Agreement through
December 31, 1998.



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<PAGE>   3


         L. By Third Amended and Restated Revolving Credit Agreement dated as of
December 22, 1998, made and entered into by and among the Borrower, Investors,
the Lenders party thereto and the Agent (the " Third Restated Loan Agreement"),
the parties modified the Amended Second Restated Loan Agreement to decrease the
Facility to the maximum aggregate principal amount of $100,000,000 in exchange
for the release of certain Collateral Pool Property (as defined therein), to
modify certain existing financial covenants, and to include certain other
modifications.

         M. By First Amendment to Third Amended and Restated Revolving Credit
Agreement dated as of June 30, 1998, made and entered into by and among the
Borrower, Investors, the Lenders party thereto and the Agent (the "First
Amendment to Third Restated Loan Agreement"; the Third Restated Loan Agreement,
as modified by the First Amendment to Third Restated Loan Agreement, being
hereinafter referred to as the "Amended Third Restated Loan Agreement"), the
parties modified certain provisions.

         N. By Fourth Amended and Restated Revolving Credit Agreement dated as
of January 7, 2000, made and entered into by and among the Borrower, Investors,
the Lenders party thereto and the Agent (the "Fourth Restated Loan Agreement"),
the parties amended and restated the Amended Third Restated Loan Agreement to
increase the Facility to the aggregate principal amount of $130,000,000.00, to
permit the possible future increase in the Facility to $140,000,000 and to
modify certain existing financial covenants.

         O. In connection with the execution of the Fourth Restated Loan
Agreement, the Agent also placed a record in each jurisdiction where a Mortgage
was already of record a Modification and Extension Agreement modifying such
Mortgage to (i) reflect the changes in the Facility and extension of the
Facility Termination Date and (ii) to include certain other matters.

         P. The Borrower has proposed to increase the Aggregate Commitment by
$10,000,000.00 as contemplated by the terms of the Fourth Restated Loan
Agreement, the funding of which will be supplied by UPB such that UPB shall
become an Additional Lender under the Fourth Restated Loan Agreement (as
modified by the terms hereof) and, in connection with such increase in the
Aggregate Commitment, the Borrower has agreed to cause one of its Affiliates to
execute a negative pledge agreement in favor of the Agent with respect to
certain property more particularly described herein.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

         1. INCREASE IN AGGREGATE COMMITMENT. Contemporaneously with its
execution hereof and as a result thereof, UPB shall become a party to the Fourth
Restated Loan Agreement (as modified by the terms hereof) as an Additional
Lender and, in connection therewith, UPB's Commitment shall be $10,000,000.00.

         2. PERCENTAGE AND COMMITMENT FOR EACH EXISTING LENDER AND ADDITIONAL
LENDER. In connection with the commitment by UPB described herein, the
Percentage and Commitment for each Existing Lender has been modified.
Accordingly, attached hereto as Exhibit "J" is the instrument which correctly



                                       3
<PAGE>   4

sets forth the Percentage and Commitment for each Existing Lender, as well as
the Additional Lender, which Exhibit "J" shall be substituted for and shall
replace for all purposes the existing Exhibit "J" to the Fourth Restated Loan
Agreement.

         3. ADDITIONAL LENDER. In connection with the commitment of UPB
described herein, UPB shall be considered an "Additional Lender" for all
purposes under the Fourth Restated Loan Agreement, as modified by the terms
hereof.

         4. ADDITION OF PROPERTY TO NEGATIVE COLLATERAL POOL. In connection with
the increase in the Facility, Ridge Lake General Partner, Inc. ("Ridge Lake"), a
wholly owned subsidiary of Investors, shall execute and deliver to the Agent a
Negative Pledge Agreement (in the form attached hereto as EXHIBIT "B" and made a
part hereof for all purposes) with respect to the improved real property owned
by Ridge Lake and known locally as the "Hotel Rex", which property is more
particularly described on EXHIBIT "A" attached hereto and made a part hereof for
all purposes (the "Additional Property"). Upon the execution of the Negative
Pledge Agreement with respect to the Additional Property, the Additional
Property shall be deemed to be a part of the Negative Collateral Pool under the
Credit Agreement (as modified by the terms hereof).

         5. MODIFICATION OF EXHIBIT "H". In connection with the addition of the
Additional Property to the Negative Collateral Pool, the parties hereto hereby
acknowledge and agree that EXHIBIT "H" attached hereto and made a part hereof
for all purposes shall be substituted for and shall replace for all purposes the
existing Exhibit "H" attached to the Fourth Restated Loan Agreement.

         6. ENVIRONMENTAL INDEMNITY. In connection with the execution of the
Negative Pledge Agreement by Ridge Lake, Ridge Lake shall simultaneously with
the execution of this First Amendment execute and deliver to the Agent that
certain Environmental Indemnity Agreement with respect to the Additional
Property, a copy of which Environmental Indemnity Agreement is attached hereto
as EXHIBIT "C" and made a part hereof for all purposes.

         7. GUARANTY BY RIDGE LAKE. Simultaneously with the execution of this
First Amendment, Ridge Lake shall execute and deliver to the Agent that certain
Guaranty Agreement (in the form attached hereto as EXHIBIT "D" and made a part
hereof for all purposes) pursuant to the terms of which Ridge Lake shall
guaranty all of the obligations of the Borrower under the Credit Agreement (as
modified by the terms hereof). In this regard, Ridge Lake hereby acknowledges,
represents and warrants that it has derived, or expects to derive, substantial
benefit from the extension of credit by the Agent, the Lenders and the
Additional Lender pursuant to the terms of the Fourth Restated Loan Agreement.

         8. REPRESENTATIONS AND WARRANTIES OF RIDGE LAKE. Ridge Lake, in its
capacity as a guarantor and pledgor under the Negative Pledge Agreement with
respect to the Additional Property, hereby makes to the Agent, the Additional
Lender and the Lenders all of the representations and warranties set forth in
Article VI of the Fourth Restated Loan Agreement (as modified by the terms
hereof) including, without limitation, all of the representations and warranties
set forth in Section 6.24 of the Fourth Restated Loan Agreement (as modified by



                                       4
<PAGE>   5


the terms hereof) with respect to the Additional Property and further represents
and warrants to all such parties that all such representations and warranties
are true, correct and complete as of the date hereof and that all of such
representations and warranties will continue to be true, correct and complete at
all times prior to the Facility Termination Date.

         9. CLARIFICATION OF OWNERSHIP OF ADDITIONAL PROPERTY. Since Ridge Lake
(rather than the Borrower) is the record owner of the Additional Property, all
of the references, statements and certifications in the Fourth Restated Loan
Agreement (as modified by the terms hereof) to the effect that the Borrower is
the owner of all of the Collateral Pool Properties shall be amended and modified
to reflect the fact that Ridge Lake is the owner of the Additional Property and
such fact, in and of itself, shall not cause the Borrower or Investors to be in
violation of, or in default under, the Fourth Restated Loan Agreement (as
modified by the terms hereof).

         10. MODIFICATION OF DEFINITIONS.

                  A. GUARANTOR. The term "Guarantor" as defined in the Fourth
                  Restated Loan Agreement shall be amended and modified to mean
                  and refer to Investors and Ridge Lake (both individually and
                  collectively).

                  B. LENDERS. The term "Lenders" as defined in the Fourth
                  Restated Loan Agreement shall be amended and modified to mean
                  and refer to all of the Lenders named in the Credit Agreement
                  and, in addition, UPB.

                  C. OPINION OF COUNSEL. Contemporaneously with the execution of
                  this First Amendment, the Borrower shall cause to be delivered
                  to the Lenders, the Additional Lender and the Agent an opinion
                  of counsel to the Borrower, Investors, and Ridge Lake
                  containing form and substance satisfactory in all respects to
                  the Agent, the Lenders and the Additional Lender including,
                  without limitation, opinions that this First Amendment is a
                  valid and binding obligation of each of such parties
                  enforceable in accordance with its terms and that the
                  transactions contemplated by the First Amendment, including,
                  without limitation, the execution, delivery and performance of
                  the Guaranty Agreement and the Negative Pledge Agreement, are
                  not usurious.

         11. APPLICABLE LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TENNESSEE AND THE LAWS OF
THE UNITED STATES APPLICABLE TO TRANSACTIONS WITHIN TENNESSEE.

         12. BINDING AGREEMENT. This First Amendment shall be binding upon the
parties hereto and their respective heirs, personal representatives, successors
and permitted assigns (if any); provided, however, that the foregoing shall not
be deemed or construed to confer any right, title, benefit, cause of action or
remedy upon any person or entity not a party hereto, which such party would not
or did not otherwise possess.

         13. SEVERABILITY. This First Amendment is intended to be performed in
accordance with, and only to the extent permitted by, all applicable laws and
court decisions. If any provision of this First Amendment or the application



                                       5
<PAGE>   6


thereof to any person or circumstance shall, for any reason or to any extent, be
invalid or unenforceable, neither the remainder of this First Amendment nor the
application of such provision to other persons or circumstances or other
instruments referred to in this First Amendment shall be affected thereby, but
rather the same shall be enforced to the greatest extent permitted by law.

         14. MODIFICATION. Neither this First Amendment nor any provision of
this First Amendment may be waived, modified or amended except by an instrument
in writing signed by the party against which the enforcement of such waiver,
modification or amendment is sought, and then only to the extent set forth in
such instrument.

         15. CONSTRUCTION. The terms, provisions and conditions of this First
Amendment represent the results of negotiations between the parties hereto, each
of whom has either represented itself or has been represented by counsel of its
own choosing, and none of whom has acted under duress or compulsion, whether
legal, economic or otherwise. Accordingly, the terms, provisions and conditions
of this First Amendment shall be interpreted and construed in accordance with
their usual and customary meanings, and each of the parties hereto expressly,
knowingly and voluntarily, waives the application, in connection with the
interpretation and construction of this First Amendment, of any rule of law or
procedure to the effect that ambiguous or conflicting terms, conditions or
provisions shall be interpreted or construed against the party whose attorney
prepared the executed version or any prior drafts of this First Amendment.

         16. ENTIRE AGREEMENT. This First Amendment embodies and constitutes the
entire understanding between the parties hereto with respect to the transactions
contemplated in this First Amendment, and all prior or contemporaneous
agreements, understandings, representations and statements, oral or written, are
merged into this First Amendment.

         17. HEADINGS. Descriptive headings are used in this First Amendment for
convenience only and shall not control, limit, amplify or otherwise modify or
affect the terms and provisions of this First Amendment or the meaning or
construction of the terms and provisions of this First Amendment.

         18. TIME OF ESSENCE. Time is of the essence of this First Amendment and
of each covenant and agreement that is to be performed at a particular time or
within a particular period of time. However, if the date or the final date of
any period which is set out in any provision of this First Amendment falls on a
Saturday, Sunday or legal holiday under the laws of the United States or the
States of Texas or Tennessee, in such event, the date or the time of such period
shall be extended to the next date which is not a Saturday, Sunday or legal
holiday.

         19. MULTIPLE COUNTERPARTS. This First Amendment may be executed in a
number of identical counterparts, each of which for all purposes is deemed an
original, and all of which constitute collectively one First Amendment, but in
making proof of this First Amendment, it shall not be necessary to produce or
account for more than one such counterpart.



                                       6
<PAGE>   7


         20. DEFINED TERMS. Unless otherwise specifically defined herein, the
defined terms used in this First Amendment shall have the same meaning as are
ascribed to such terms in the Fourth Restated Loan Agreement.

         21. EFFECT OF AMENDMENT. Except as modified by the terms of this First
Amendment, the Fourth Restated Loan Agreement shall remain in full force and
effect and the parties hereto do hereby ratify, affirm and confirm all of their
debts, duties, obligations, covenants, representations and warranties set forth
therein (as modified by the terms hereof).

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                   The "Borrower"

                                   RFS PARTNERSHIP, L.P.

                                   By:  RFS Hotel Investors, Inc.
                                        Its General Partner


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

                                   Notice Address:

                                   850 Ridge Lake Blvd., Suite 220
                                   Memphis, Tennessee 38119
                                   Attention:      Mike Pascal
                                   Telephone:      901/767-7005
                                   Facsimile:      901/818-5260








                                       7
<PAGE>   8





                                         "Investors"

                                         RFS HOTEL INVESTORS, INC.,
                                         a Tennessee corporation

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

                                         Notice Address:

                                         850 Ridge Lake Blvd., Suite 220
                                         Memphis, Tennessee 38119
                                         Attention:        Mike Pascal
                                         Telephone:        901-767-7005
                                         Facsimile:        901-818-5260





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<PAGE>   9


                                             "Ridge Lake"

                                             RIDGE LAKE GENERAL
                                             PARTNER, INC.,
                                             a Tennessee corporation

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



                                       9
<PAGE>   10






                                        BANK OF AMERICA, N.A.
                                        Individually and as Agent

                                        By:
                                           ------------------------------------
                                        Name:  D. BRYCE LANGEN
                                             ----------------------------------
                                        Title:    ASSISTANT VICE PRESIDENT
                                              ---------------------------------

                                        Notice Address:

                                        Bank of America, N.A.
                                        901 Main Street, 51st Floor
                                        Dallas, Texas 75202
                                        Attention:  D. Bryce Langen
                                        Telephone:        214-209-1074
                                        Facsimile:        214-209-0085







                                       10
<PAGE>   11






                                       SOUTHTRUST BANK, N.A.


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

                                       Notice Address:

                                       600 W. Peachtree St., 22nd Floor
                                       Atlanta, GA 30308
                                       Attention: Robert M. Searson
                                       Telephone:        404-853-5754
                                       Facsimile:        404-853-5766








                                       11
<PAGE>   12






                                 FIRST TENNESSEE BANK NATIONAL
                                 ASSOCIATION

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


                                 Notice Address:

                                 First Tennessee Bank National Association
                                 165 Madison Avenue, 10th Floor
                                 Memphis, Tennessee   38103
                                 Attention: Robert P. Nieman
                                 Telephone:        901-523-4259
                                 Facsimile:        901-523-4235






                                       12
<PAGE>   13






                                    PNC BANK, NATIONAL ASSOCIATION


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


                                    Notice Address:

                                    249 5th  Avenue
                                    P1-POPP-19-2
                                    Pittsburgh, PA  15222
                                    Attention:        Wayne Robertson
                                    Telephone:        412-762-8452
                                    Facsimile:        412-762-6500






                                       13
<PAGE>   14






                                   WELLS FARGO BANK


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


                                   Notice Address:

                                   2859 Paces Ferry Rd.
                                   Suite 1805
                                   Atlanta, GA 30339
                                   Attention: Mark D. Imig
                                   Telephone:        770-435-3800
                                   Facsimile:        770-435-2262







                                       14
<PAGE>   15





                                AMSOUTH BANK

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


                                Notice Address

                                1900 5th Ave. North
                                Birmingham, AL 35203
                                Attention: Lawrence Clark
                                Telephone:        205-581-7493
                                Facsimile:        205-326-4075



                                       15
<PAGE>   16


                                 UNION PLANTERS BANK, N.A.,
                                 a national banking association


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







                                       16
<PAGE>   17


STATE OF ___________                SS.
                                    SS.
COUNTY OF __________                SS.

         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________ known to me (or proved to me
on the oath of __________ or through __________ (description of identity card or
other document)) to be the __________ of RFS Hotel Investors, Inc., a Tennessee
corporation, General Partner of RFS PARTNERSHIP, L.P. a Tennessee limited
partnership, whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed same for the purposes and consideration
therein expressed.

         Given under my hand and seal of office this _____ day of __________,
2000.

(SEAL)                        ------------------------------------------------
                              Notary Public in and for the State of
                                                                     ---------

                              ------------------------------------------------
                              Notary Public Printed or Typed Name

My Commission Expires:







                                       17
<PAGE>   18


STATE OF ___________                SS.
                                    SS.
COUNTY OF __________                SS.

         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________ known to me (or proved to me
on the oath of __________ or through __________ (description of identity card or
other document)) to be the __________ of RFS HOTEL INVESTORS, INC., a Tennessee
corporation, whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed same for the purposes and consideration
therein expressed.

         Given under my hand and seal of office this _____ day of __________,
2000.

(SEAL)                        ------------------------------------------------
                              Notary Public in and for the State of
                                                                     ---------

                              ------------------------------------------------
                              Notary Public Printed or Typed Name

My Commission Expires:


                                       18
<PAGE>   19


STATE OF ___________                SS.
                                    SS.
COUNTY OF __________                SS.

         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________ known to me (or proved to me
on the oath of __________ or through __________ (description of identity card or
other document)) to be the __________ of RIDGE LAKE GENERAL PARTNER, INC., a
Tennessee corporation, whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed same for the purposes and consideration
therein expressed.

         Given under my hand and seal of office this _____ day of __________,
2000.

(SEAL)                        ------------------------------------------------
                              Notary Public in and for the State of
                                                                     ---------

                              ------------------------------------------------
                              Notary Public Printed or Typed Name

My Commission Expires:




                                       19
<PAGE>   20


STATE OF TEXAS                    SS.
                                  SS.
COUNTY OF DALLAS                  SS.

         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________ known to me (or proved to me
on the oath of __________ or through __________ (description of identity card or
other document)) to be the __________ of BANK OF AMERICA, N.A., a national
banking association, whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed same for the purposes and consideration
therein expressed.

         Given under my hand and seal of office this _____ day of __________,
2000.

(SEAL)                        ------------------------------------------------
                              Notary Public in and for the State of Texas

                              ------------------------------------------------
                              Notary Public Printed or Typed Name

My Commission Expires:






                                       20
<PAGE>   21


STATE OF ___________                SS.
                                    SS.
COUNTY OF __________                SS.

         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________ known to me (or proved to me
on the oath of __________ or through __________ (description of identity card or
other document)) to be the __________ of SOUTHTRUST BANK, N.A., a
_____________________ whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed same for the purposes and consideration
therein expressed.

         Given under my hand and seal of office this _____ day of __________,
2000.


(SEAL)                        ------------------------------------------------
                              Notary Public in and for the State of
                                                                     ---------

                              ------------------------------------------------
                              Notary Public Printed or Typed Name

My Commission Expires:




                                       21
<PAGE>   22


STATE OF ___________                SS.
                                    SS.
COUNTY OF __________                SS.

         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________ known to me (or proved to me
on the oath of __________ or through __________ (description of identity card or
other document)) to be the __________ of FIRST TENNESSEE BANK NATIONAL
ASSOCIATION whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed same for the purposes and consideration
therein expressed.

         Given under my hand and seal of office this _____ day of __________,
2000.


(SEAL)                        ------------------------------------------------
                              Notary Public in and for the State of
                                                                     ---------

                              ------------------------------------------------
                              Notary Public Printed or Typed Name

My Commission Expires:

                                       22
<PAGE>   23


STATE OF ___________                SS.
                                    SS.
COUNTY OF __________                SS.

         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________ known to me (or proved to me
on the oath of __________ or through __________ (description of identity card or
other document)) to be the __________ of PNC BANK, NATIONAL ASSOCIATION, whose
name is subscribed to the foregoing instrument and acknowledged to me that he
executed same for the purposes and consideration therein expressed.

         Given under my hand and seal of office this _____ day of __________,
2000.


(SEAL)                        ------------------------------------------------
                              Notary Public in and for the State of
                                                                     ---------

                              ------------------------------------------------
                              Notary Public Printed or Typed Name

My Commission Expires:

                                       23
<PAGE>   24


STATE OF ___________                SS.
                                    SS.
COUNTY OF __________                SS.

         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________ known to me (or proved to me
on the oath of __________ or through __________ (description of identity card or
other document)) to be the __________ of WELLS FARGO BANK, whose name is
subscribed to the foregoing instrument and acknowledged to me that he executed
same for the purposes and consideration therein expressed.

         Given under my hand and seal of office this _____ day of __________,
2000.


(SEAL)                        ------------------------------------------------
                              Notary Public in and for the State of
                                                                     ---------

                              ------------------------------------------------
                              Notary Public Printed or Typed Name

My Commission Expires:

                                       24
<PAGE>   25


STATE OF ___________                SS.
                                    SS.
COUNTY OF __________                SS.

         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________ known to me (or proved to me
on the oath of __________ or through __________ (description of identity card or
other document)) to be the __________ of AMSOUTH BANK, whose name is subscribed
to the foregoing instrument and acknowledged to me that he executed same for the
purposes and consideration therein expressed.

         Given under my hand and seal of office this _____ day of __________,
2000.


(SEAL)                        ------------------------------------------------
                              Notary Public in and for the State of
                                                                     ---------

                              ------------------------------------------------
                              Notary Public Printed or Typed Name

My Commission Expires:

                                       25
<PAGE>   26


STATE OF ___________                SS.
                                    SS.
COUNTY OF __________                SS.

         BEFORE ME, the undersigned, a Notary Public in and for said County and
State, on this day personally appeared __________ known to me (or proved to me
on the oath of __________ or through __________ (description of identity card or
other document)) to be the __________ of UNION PLANTERS BANK, N.A.,a national
banking association, whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed same for the purposes and consideration
therein expressed.

         Given under my hand and seal of office this _____ day of __________,
2000.


(SEAL)                        ------------------------------------------------
                              Notary Public in and for the State of
                                                                     ---------

                              ------------------------------------------------
                              Notary Public Printed or Typed Name

My Commission Expires:

                                       26
<PAGE>   27





                                   EXHIBIT "A"

                                LEGAL DESCRIPTION



                                       27
<PAGE>   28


                                   EXHIBIT "B"

                            NEGATIVE PLEDGE AGREEMENT



                                       28
<PAGE>   29


                                   EXHIBIT "C"

                        ENVIRONMENTAL INDEMNITY AGREEMENT



                                       29
<PAGE>   30


                                   EXHIBIT "D"

                               GUARANTY AGREEMENT



                                       30
<PAGE>   31


                                   EXHIBIT "E"

                            [INTENTIONALLY OMITTED.]



                                       31
<PAGE>   32


                                   EXHIBIT "F"

                            [INTENTIONALLY OMITTED.]



                                       32
<PAGE>   33


                                   EXHIBIT "G"

                            [INTENTIONALLY OMITTED.]



                                       33
<PAGE>   34


                                   EXHIBIT "H"

                            NEGATIVE COLLATERAL POOL



                                       34
<PAGE>   35


                                   EXHIBIT "I"

                            [INTENTIONALLY OMITTED.]



                                       35
<PAGE>   36


                                   EXHIBIT "J"

               PERCENTAGE AND COMMITMENT FOR EACH EXISTING LENDER




                                       36