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                                                                Exhibit 10(i)(i)

                                                               EXECUTION VERSION



                                CREDIT AGREEMENT
                                    (3-YEAR)

                            Dated as of May 10, 2001

                                      among

                               HARRIS CORPORATION,

                                as the Borrower,

                                 SUNTRUST BANK,

                     as Administrative Agent and L/C Issuer,

                             BANK OF AMERICA, N.A.,

                              as Syndication Agent

                                       and

                         The Other Lenders Party Hereto

                         BANC OF AMERICA SECURITIES LLC,

                   as Sole Lead Arranger and Sole Book Manager
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                                TABLE OF CONTENTS

<TABLE>
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                                                                                                                   PAGE
<S>                                                                                                                <C>
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS............................................................................4
           1.01      Defined Terms.....................................................................................4
           1.02      Other Interpretive Provisions....................................................................20
           1.03      Accounting Terms.................................................................................20
           1.04      Rounding.........................................................................................21
           1.05      References to Agreements and Laws................................................................21

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS.....................................................................21
           2.01      Committed Loans..................................................................................21
           2.02      Borrowings, Conversions and Continuations of Committed Loans.....................................21
           2.03      Competitive Bid Loans............................................................................23
           2.04      Negotiated Bid Loans.............................................................................26
           2.05      Letters of Credit................................................................................27
           2.06      Prepayments......................................................................................34
           2.07      Optional Reduction or Termination of Commitments.................................................34
           2.08      Repayment of Loans...............................................................................35
           2.09      Interest.........................................................................................35
           2.10      Fees.............................................................................................35
           2.11      Computation of Interest and Fees.................................................................37
           2.12      Evidence of Debt.................................................................................37
           2.13      Payments Generally...............................................................................38
           2.14      Sharing of Payments..............................................................................40

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY...................................................................40
           3.01      Taxes............................................................................................40
           3.02      Illegality.......................................................................................42
           3.03      Inability to Determine Rates.....................................................................42
           3.04      Increased Cost and Reduced Return; Capital Adequacy Reserves on Eurodollar Rate Loans............42
           3.05      Funding Losses...................................................................................43
           3.06      Matters Applicable to all Requests for Compensation..............................................44
           3.07      Applicability to Negotiated Bid Loans............................................................44
           3.08      Survival.........................................................................................44
           3.09      Change in Lending Office; Limitation on Increased Costs..........................................44

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS.................................................................45
           4.01      Conditions of Initial Credit Extension...........................................................45
           4.02      Conditions to all Credit Extensions..............................................................46

ARTICLE V. REPRESENTATIONS AND WARRANTIES.............................................................................47
           5.01      Existence, Qualification.........................................................................47
           5.02      Authorization; No Contravention..................................................................47
           5.03      Governmental Authorization.......................................................................47
</TABLE>

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<TABLE>
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           5.04      Binding Effect...................................................................................47
           5.05      Financial Statements; No Material Adverse Change.................................................47
           5.06      Litigation.......................................................................................48
           5.07      ERISA Compliance.................................................................................48
           5.08      Real Property....................................................................................48
           5.09      Margin Regulations; Investment Company Act; Public Utility Holding Company Act...................49
           5.10      Outstanding Loans................................................................................49
           5.11      Taxes............................................................................................49
           5.12      Intellectual Property; License, Etc..............................................................49
           5.13      Disclosure.......................................................................................50

ARTICLE VI. AFFIRMATIVE COVENANTS.....................................................................................50
           6.01      Reporting Requirements...........................................................................50
           6.02      Corporate Existence..............................................................................52
           6.03      Compliance with Laws, Etc........................................................................52
           6.04      Certificates.....................................................................................52
           6.05      Covenant to Secure Notes Equally.................................................................52
           6.06      Maintenance of Properties........................................................................52
           6.07      Maintenance of Insurance.........................................................................53
           6.08      Taxes and Other Claims...........................................................................53
           6.09      Environmental Laws...............................................................................53
           6.10      Books and Records................................................................................54
           6.11      Compliance with ERISA............................................................................54

ARTICLE VII. NEGATIVE COVENANTS.......................................................................................54
           7.01      Liens............................................................................................54
           7.02      Merger, Consolidation and Sale of Assets.........................................................57
           7.03      Sale and Leaseback...............................................................................57
           7.04      Certain Investments..............................................................................58
           7.05      Use of Proceeds..................................................................................58
           7.06      Financial Covenants..............................................................................58

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES..........................................................................58
           8.01      Events of Default................................................................................58

ARTICLE IX. ADMINISTRATIVE AGENT......................................................................................61
           9.01      Appointment and Authorization of Administrative Agent............................................61
           9.02      Delegation of Duties.............................................................................62
           9.03      Liability of Administrative Agent................................................................62
           9.04      Reliance by Administrative Agent.................................................................62
           9.05      Notice of Default................................................................................63
           9.06      Credit Decision; Disclosure of Information by Administrative Agent...............................63
           9.07      Indemnification of Administrative Agent..........................................................64
           9.08      Administrative Agent in its Individual Capacity..................................................64
           9.09      Successor Administrative Agent...................................................................65
           9.10      Other Agents; Lead Managers......................................................................65
</TABLE>

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<TABLE>
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ARTICLE X. MISCELLANEOUS..............................................................................................65
           10.01     Amendments, Etc..................................................................................65
           10.02     Notices and Other Communications; Facsimile Copies...............................................66
           10.03     No Waiver; Cumulative Remedies...................................................................67
           10.04     Attorney Costs, Expenses and Taxes...............................................................68
           10.05     Indemnification by the Borrower..................................................................68
           10.06     Payments Set Aside...............................................................................69
           10.07     Successors and Assigns...........................................................................69
           10.08     Confidentiality..................................................................................72
           10.09     Set-off..........................................................................................73
           10.10     Interest Rate Limitation.........................................................................73
           10.11     Counterparts.....................................................................................73
           10.12     Integration......................................................................................74
           10.13     Survival of Representations and Warranties.......................................................74
           10.14     Severability.....................................................................................74
           10.15     Foreign Lenders..................................................................................74
           10.16     Removal and Replacement of Lenders...............................................................75
           10.17     Governing Law....................................................................................76
           10.18     Waiver of Right to Trial by Jury.................................................................76
           10.19     ENTIRE AGREEMENT.................................................................................76
</TABLE>

SCHEDULES

2.01       Commitments and Pro Rata Shares
5.06       Litigation
5.12       Intellectual Property
7.01       Existing Liens
10.02      Eurodollar and Domestic Lending Offices, Addresses for Notices

EXHIBITS

           FORM OF

A          Committed Loan Notice
B-1        Competitive Bid Request
B-2        Competitive Bid
C-1        Committed Loan Note
C-2        Competitive Bid Loan Note
C-3        Negotiated Bid Loan Note
D          Compliance Certificate
E          Assignment and Acceptance
F          Closing Date Opinion of Counsel (content summary)

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<PAGE>   5
                                CREDIT AGREEMENT
                                    (3-YEAR)

           This CREDIT AGREEMENT (3-Year) ("Agreement") is entered into as of
May 10, 2001, among HARRIS CORPORATION, a Delaware corporation (the "Borrower"),
each lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), Bank of America, N.A., as Syndication Agent and
SUNTRUST BANK, as Administrative Agent and L/C Issuer.

           WHEREAS, the Borrower has requested that the Lenders provide a
revolving credit facility, and the Lenders are willing to do so on the terms and
conditions set forth herein;

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

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

1.01       DEFINED TERMS. As used in this Agreement, the following terms shall
have the meanings set forth below:

           "Absolute Rate" means a fixed rate of interest expressed in multiples
of 1/100th of one basis point.

           "Absolute Rate Loan" means a Competitive Bid Loan that bears interest
at a rate determined with reference to an Absolute Rate.

           "Acquisition" means the acquisition of (a) a controlling equity
interest in another Person (including the purchase of an option, warrant or
convertible or similar type security to acquire such a controlling interest at
the time it becomes exercisable by the holder thereof), whether by purchase of
such equity interest or upon exercise of an option or warrant for, or conversion
of securities into, such equity interest, or (b) assets of another Person which
constitute all or substantially all of the assets of such Person or a line or
lines of business conducted by such Person.

           "Administrative Agent" means SunTrust Bank in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

           "Administrative Agent's Office" means the Administrative Agent's
address and, as appropriate, account as set forth on Schedule 10.02, or such
other address or account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.

           "Affiliate" means, as to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power (a)
to vote 10% or more of the securities having ordinary voting power for the
election of directors or managing general partners; or (b) to direct or cause
the direction of the management and policies of such Person whether by contract
or otherwise.

                                    Schedule
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           "Agent Fee Letter" has the meaning set forth in Section 2.10(d).

           "Agent-Related Persons" means (a) the Administrative Agent (including
any successor administrative agent), together with its Affiliates, and the
officers, directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates and (b) the Syndication Agent (including any successor syndication
agent), together with its Affiliates (including, in the case of Bank of America
in its capacity as Syndication Agent, the Arranger), and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

           Aggregate Commitments" has the meaning set forth in the definition of
"Commitment."

           "Agreement" means this Credit Agreement.

           "Applicable Rate" means, from time to time, the following percentages
per annum, based upon the Debt Rating existing at such time:

                                 Applicable Rate

<TABLE>
<CAPTION>
                                                                                               Eurodollar Rate +
    Pricing Level         Debt Rating               Facility Fee        Utilization Fee        Letters of Credit           Base Rate
    -------------         -----------               ------------        ---------------        -----------------           ---------
<S>                  <C>                            <C>                 <C>                    <C>                         <C>
       1                A-/A3 or better                .1250%                .1250%                 .5000%                  .0000%
       2                   BBB+/Baa1                   .1500%                .1250%                 .6000%                  .0000%
       3                   BBB/Baa2                    .1750%                .1250%                 .7000%                  .0000%
       4                   BBB-/Baa3                   .2000%                .1250%                 .8000%                  .0000%
       5             Lower than BBB-/Baa3              .3000%                .1250%                 1.075%                  .3750%
</TABLE>

           "Debt Rating" means, as of any date of determination, the rating as
determined by either S&P or Moody's (collectively, the "Debt Ratings") of the
Borrower's non-credit-enhanced, senior unsecured long-term debt; provided that
if a Debt Rating is issued by each of the foregoing rating agencies, then the
higher of such Debt Ratings shall apply (with Pricing Level 1 being the highest
and Pricing Level 5 being the lowest), unless there is a split in Debt Ratings
of more than one level, in which case the level that is one level higher than
the lower Debt Rating shall apply.

           Initially, the Applicable Rate shall be determined based upon the
Debt Rating specified in the certificate delivered pursuant to Section
4.01(a)(vii). Thereafter, each change in the Applicable Rate resulting from a
publicly announced change in the Debt Rating shall be effective, in the case of
an upgrade, during the period commencing on the date of delivery by the Borrower
to the Administrative Agent of notice thereof and ending on the date immediately
preceding the effective date of the next such change and, in the case of a
downgrade, during the period commencing on the date of the public announcement
thereof and ending on the date immediately preceding the effective date of the
next such change. Notwithstanding the foregoing, the Applicable Rate in effect
from the Closing Date through the date occurring six months after the Closing
Date shall be determined based upon a Pricing Level not higher than Pricing
Level 3.

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           "Arranger" means Banc of America Securities LLC, in its capacity as
sole lead arranger and sole book manager.

           "Arranger Fee Letter" has the meaning specified in Section 2.10(c).

           "Assignment and Acceptance" means an Assignment and Acceptance
substantially in the form of Exhibit E.

           "Attorney Costs" means and includes all fees and disbursements of any
law firm or other external counsel and all disbursements of internal counsel.

           "Attributable Indebtedness" means, on any date, in respect of any
Synthetic Lease Obligation, the capitalized amount of any remaining lease
payments under the relevant lease that would appear on a balance sheet of such
Person prepared as of such date in accordance with GAAP if such lease were
accounted for as a capital lease.

           "Audited Financial Statements" means the audited consolidated balance
sheet of the Borrower and its Subsidiaries for the fiscal year ended June 30,
2000, and the related consolidated statements of income and cash flows for such
fiscal year of the Borrower.

           "Bank of America" means Bank of America, N.A.

           "Base Rate" means for any day a fluctuating rate per annum equal to
the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of
interest in effect for such day as publicly announced from time to time by
SunTrust Bank as its "prime rate." Such rate is a rate set by SunTrust Bank
based upon various factors, including SunTrust Bank'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. Any change in such rate announced by SunTrust Bank shall take effect at
the opening of business on the day specified in the public announcement of such
change.

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

           "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

           "Borrower" has the meaning set forth in the introductory paragraph
hereto.

           "Borrowing" means a Committed Borrowing, a Competitive Bid Borrowing
or a Negotiated Bid Borrowing , as the context may require.

           "Business Day" means any day other than a Saturday, Sunday, or other
day on which commercial banks are authorized to close under the Laws of, or are
in fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
applicable offshore Dollar interbank market.

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           "Cash Collateralize" means to pledge and deposit with or deliver to
the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to
documentation in form and substance satisfactory to the Administrative Agent and
the L/C Issuer (which documents are hereby consented to by the Lenders).
Derivatives of such term shall have corresponding meaning. The Borrower hereby
grants the Administrative Agent, for the benefit of the L/C Issuer and the
Lenders, a Lien on all such cash and deposit account balances. Cash collateral
shall be maintained in blocked, non-interest bearing deposit accounts at
SunTrust Bank, or other institutions satisfactory to the Required Lenders.

           "Change of Control" means, with respect to any Person, an event or
series of events by which:

                      (a) any "person" or "group" (as such terms are used in
           Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
           excluding any employee benefit plan of such person or its
           subsidiaries, or any person or entity acting in its capacity as
           trustee, agent or other fiduciary or administrator of any such plan),
           becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5
           under the Securities Exchange Act of 1934, except that such a person
           or group shall be deemed to have "beneficial ownership" of all
           securities that such person or group has the right to acquire (such
           right, "option right"), whether such right is exercisable immediately
           or only after the passage of time), directly or indirectly, of 25% or
           more of the equity securities of such Person entitled to vote for
           members of the board of directors or equivalent governing body on a
           partially-diluted basis (i.e., taking into account all such
           securities that such person or group has the right to acquire
           pursuant to any option right); or

                      (b) during any period of 12 consecutive months, a majority
           of the members of the board of directors or other equivalent
           governing body of such Person cease to be composed of individuals (i)
           who were members of that board or equivalent governing body on the
           first day of such period, (ii) whose election or nomination to that
           board or equivalent governing body was approved by individuals
           referred to in clause (i) above constituting at the time of such
           election or nomination at least a majority of that board or
           equivalent governing body or (iii) whose election or nomination to
           that board or other equivalent governing body was approved by
           individuals referred to in clauses (i) and (ii) above constituting at
           the time of such election or nomination at least a majority of that
           board or equivalent governing body.

           "Closing Date" means the first date all the conditions precedent in
Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the
case of Section 4.01(b), waived by the Person entitled to receive the applicable
payment).

           "Code" means the Internal Revenue Code of 1986.

           "Commitment" means, as to each Lender, its obligation (a) to make
Committed Loans to the Borrower pursuant to Section 2.01 and (b) to purchase
participations in L/C Obligations, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth

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<PAGE>   9
opposite such Lender's name on Schedule 2.01, as such amount may be reduced or
adjusted from time to time in accordance with this Agreement (collectively, the
"Aggregate Commitments").

           "Committed Borrowing" means a borrowing consisting of simultaneous
Committed Loans of the same Type and having the same Interest Period made by
each of the Lenders pursuant to Section 2.01.

           "Committed Loan" has the meaning specified in Section 2.01.

           "Committed Loan Note" means a promissory note made by the Borrower in
favor of a Lender evidencing Committed Loans made by such Lender, substantially
in the form of Exhibit C-1.

           "Committed Loan Notice" means a notice of (a) a Committed Borrowing,
(b) a conversion of Committed Loans from one Type to the other, or (c) a
continuation of Committed Loans as the same Type, pursuant to Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit A.

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

           "Competitive Bid" means a written offer by a Lender to make one or
more Competitive Bid Loans, substantially in the form of Exhibit B-2, duly
completed and signed by a Lender.

           "Competitive Bid Borrowing" means a borrowing consisting of
simultaneous Competitive Bid Loans of the same Type from each of the Lenders
whose offer to make one or more Competitive Bid Loans as part of such borrowing
has been accepted under the auction bidding procedures described in Section
2.03.

           "Competitive Bid Loan" has the meaning specified in Section 2.03(a).

           "Competitive Bid Loan Note" means a promissory note made by the
Borrower in favor of a Lender evidencing Competitive Bid Loans made by such
Lender, substantially in the form of Exhibit C-2.

           "Competitive Bid Loan Sublimit" means an amount equal to the
Aggregate Commitments. The Competitive Bid Loan Sublimit is part of, and not in
addition to, the Aggregate Commitments.

           "Competitive Bid Request" means a written request for one or more
Competitive Bid Loans substantially in the form of Exhibit B-1.

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

           "Consolidated EBITDA" means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to the sum of (a)
Consolidated Net Income, (b)

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<PAGE>   10
Consolidated Interest Charges, (c) the amount of taxes, based on or measured by
income, used or included in the determination of such Consolidated Net Income,
and (d) the amount of depreciation and amortization expense, and other non-cash
additions or deductions used or included in determining such Consolidated Net
Income, including purchased in-process research and development, goodwill, other
non-cash restructuring charges and other non-cash additions or deductions
recognized pursuant to FAS 115 or FAS 121.

           "Consolidated Interest Charges" means, for any period, for the
Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all
interest, premium payments, fees, charges and related expenses of the Borrower
and its Subsidiaries in connection with borrowed money (including capitalized
interest) or in connection with the deferred purchase price of assets, in each
case only to the extent treated as interest in accordance with GAAP, and (b) the
portion of rent expense of the Borrower and its Subsidiaries with respect to
such period under capital leases that is treated as interest in accordance with
GAAP.

           "Consolidated Net Income" means, for any period, for the Borrower and
its Subsidiaries on a consolidated basis, the net income of the Borrower and its
Subsidiaries from continuing operations before extraordinary items and excluding
gains or losses in excess of $10,000,000 per annum from dispositions of
machinery and equipment (other than inventory) out of the ordinary course of
business for that period.

           "Consolidated Tangible Net Worth" means, at any date, Consolidated
Total Assets less the sum of (a) Intangible Assets of the Borrower and its
Subsidiaries at such date and (b) Consolidated Total Liabilities at such date.

           "Consolidated Total Assets" means, at any time, the total
consolidated assets of the Borrower and its Subsidiaries as of the last day of
the fiscal quarter ending on or before the date of determination, as determined
in accordance with GAAP.

           "Consolidated Total Indebtedness" means, at any time, without
duplication, the sum of (a) all amounts which would, in accordance with GAAP, be
included as indebtedness on a consolidated balance sheet of the Borrower and its
Subsidiaries as of such time plus (b) the amount of Attributable Indebtedness of
the Borrower and its Subsidiaries at such time.

           "Consolidated Total Liabilities" means, at any time, without
duplication, the sum of (a) total consolidated liabilities of the Borrower and
its Subsidiaries as of the last day of the fiscal quarter ending on or before
the date of determination, as determined in accordance with GAAP and (b) the
amount of Attributable Indebtedness of the Borrower and its Subsidiaries at such
time.

           "Credit Extension" means (a) a Committed Borrowing, a Competitive Bid
Borrowing or a Negotiated Bid Borrowing and (b) an L/C Credit Extension.

           "Debt" means, as to any Person at any date, (a) all indebtedness of
such Person for borrowed money or for the deferred purchase price of property or
services in respect of which such Person is liable, contingently or otherwise,
as obligor, guarantor or otherwise, or in respect of which such Person otherwise
assures a creditor against loss, (other than current liabilities incurred in the
ordinary course of business and payable in accordance with customary practices)

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<PAGE>   11
or which is evidenced by a note, bond, debenture or similar instrument, (b) all
obligations of such Person under any lease of property, real or personal, the
obligations of the lessee in respect of which are required in accordance with
GAAP to be capitalized on a balance sheet of the lessee and (c) all Synthetic
Lease Obligations.

           "Debt Rating" has the meaning set forth in the definition of
"Applicable Rate."

           "Debtor Relief Laws" means the Bankruptcy Code of the United States
of America, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership,
insolvency, reorganization, or similar debtor relief Laws of the United States
of America or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

           "Default" means any event that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.

           "Default Rate" means an interest rate equal to (a) the Base Rate plus
(b) the margin listed under the heading "Base Rate" in the definition of
Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per annum;
provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable
Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the
fullest extent permitted by applicable Laws.

           "Divestiture" has the meaning set forth in Section 7.02(b).

           "Dollar" and "$" means lawful money of the United States of America.

           "Eligible Assignee" has the meaning specified in Section 10.07(h).

           "Environmental Laws" means any and all Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees
or requirements of any Governmental Authority regulating, relating to or
imposing liability or standards of conduct concerning environmental protection
matters (including, without limitation, any hazardous materials, hazardous
wastes, hazardous constituents, hazardous or toxic substances or petroleum
products (including crude oil or any fraction thereof)) as now or at any time
hereafter in effect.

           "Equity" means, as to any Person at any date, the consolidated total
assets of such Person less the consolidated total liabilities of such Person at
such date, as determined in accordance with GAAP.

           "ERISA" means the Employee Retirement Income Security Act of 1974 and
any regulations promulgated thereunder.

           "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any Commonly Controlled Entity 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 that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any

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<PAGE>   12
Commonly Controlled Entity from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) with respect to a Pension Plan or
Multiemployer Plan that does not hold assets that equal or exceed its
liabilities, the filing of a notice of intent to terminate, the treatment of a
Plan amendment as a termination under Sections 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 Commonly Controlled Entity.

           "Eurodollar Bid Margin" means the margin above or below the
Eurodollar Rate to be added to or subtracted from the Eurodollar Rate, which
margin shall be expressed in multiples of 1/100th of one basis point.

           "Eurodollar Margin Competitive Bid Loan" means a Competitive Bid Loan
that bears interest at a rate based upon the Eurodollar Rate.

           "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan:

                      (a) the rate per annum equal to the rate determined by the
           Administrative Agent to be the offered rate that appears on the page
           of the Telerate screen (or any successor thereto) that displays an
           average British Bankers Association Interest Settlement Rate for
           deposits in Dollars (for delivery on the first day of such Interest
           Period) with a term equivalent to such Interest Period, determined as
           of approximately 11:00 a.m. (London time) two Business Days prior to
           the first day of such Interest Period, or

                      (b) if the rate referenced in the preceding subsection (a)
           does not appear on such page or service or such page or service shall
           cease to be available, the rate per annum equal to the rate
           determined by the Administrative Agent to be the offered rate on such
           other page or other service that displays an average British Bankers
           Association Interest Settlement Rate for deposits in Dollars (for
           delivery on the first day of such Interest Period) with a term
           equivalent to such Interest Period, determined as of approximately
           11:00 a.m. (London time) two Business Days prior to the first day of
           such Interest Period, or

                      (c) if the rates referenced in the preceding subsections
           (a) and (b) are not available, the rate per annum determined by the
           Administrative Agent as the rate of interest (rounded upwards to the
           next 1/100th of 1%) at which deposits in Dollars for delivery on the
           first day of such Interest Period in same day funds in the
           approximate amount of the Eurodollar Rate Loan being made, continued
           or converted by Bank of America (or the applicable Competitive Bid
           Loan Lender) (or such other Lender as the Administrative Agent shall
           from time to time designate) and with a term equivalent to such
           Interest Period as would be offered by Bank of America's (or such
           other designated replacement Lender's) London branch or Affiliate to
           major banks in the offshore Dollar

                                       11
<PAGE>   13
           market at their request at approximately 11:00 a.m. (London time) two
           Business Days prior to the first day of such Interest Period.

           "Eurodollar Rate Committed Loan" means a Committed Loan that bears
interest at a rate based on the Eurodollar Rate.

           "Eurodollar Rate Loan" means a Eurodollar Rate Committed Loan or a
Eurodollar Margin Competitive Bid Loan.

           "Event of Default" has the meaning specified in Article VIII.

           "Existing Credit Facility" means that certain credit agreement dated
as of November 6, 1996, among the Borrower, The Chase Manhattan Bank, as agent,
and a syndicate of lenders.

           "Federal Funds Rate" means, for any day, the rate per annum (rounded
upwards to the next 1/100 of 1%) equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank on the Business Day next succeeding such day; provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate charged to SunTrust Bank on such day on such
transactions as determined by the Administrative Agent.

           "Fee Letters" means, collectively, the Arranger Fee Letter and the
Agent Fee Letter.

           "Foreign Lender" has the meaning specified in Section 10.15.

           "GAAP" means generally accepted accounting principles set forth 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 such other
principles as may be approved by a significant segment of the accounting
profession, that are applicable to the circumstances as of the date of
determination, consistently applied.

           "Government Contract" means any contract with or made at the request
of any Governmental Authority.

           "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

           "Hazardous Materials" means any hazardous materials, hazardous
wastes, hazardous constituents, hazardous or toxic substances or petroleum
products (including crude oil or any fraction thereof), defined or regulated as
such in or under any Environmental Law.

                                       12
<PAGE>   14
           "Hedging Arrangements" means (a) any and all rate swap transactions,
basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or
equity index swaps or options, bond or bond price or bond index swaps or options
or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions,
floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot contracts, or any
other similar transactions or any combination of any of the foregoing (including
any options to enter into any of the foregoing), whether or not any such
transaction is governed by or subject to any master agreement, and (b) any and
all transactions of any kind, and the related confirmations, which are subject
to the terms and conditions of, or governed by, any form of master agreement
published by the International Swaps and Derivatives Association, Inc., any
International Foreign Exchange Master Agreement, or any other master agreement
(any such master agreement, together with any related schedules, a "Master
Agreement"), including any such obligations or liabilities under any Master
Agreement.

           "Hostile Acquisition" means (a) any transaction which is subject to
Section 13 (other than an Investment Transaction) or Section 14 of the
Securities Exchange Act of 1934, unless, prior to the time such transaction
becomes subject to such Section 13 or 14, the board of directors or other
governing body of the acquiree has adopted a resolution approving such
transaction and approving any "change of control" with respect to such Person
whereby the Borrower may acquire control of such Person, and (b) any purchase or
attempt to purchase, any Person by means of a public debt or equity tender offer
or other unsolicited takeover (or the equivalent thereof in any jurisdiction),
or any attempt to engage in a proxy contest (or the equivalent thereof in any
jurisdiction) for control of the board of directors (or the functional
equivalent thereof) of any Person, in either case which has not been approved
and recommended by the board of directors (or the functional equivalent thereof)
of the Person being acquired or proposed to be acquired or which is the subject
of such proxy contest. For purposes of this definition, (x) a "change of
control" means, for any Person, an Acquisition with respect to such Person and
(y) an "Investment Transaction" means a transaction subject to Section 13(d),
but not Section 16, of the Securities Exchange Act of 1934, provided that in
connection with such a transaction Borrower or any applicable Subsidiary (as the
case may be) has reported and at all times continues to report to the Securities
and Exchange Commission that such transaction is undertaken for investment
purposes only and not for any of the purposes specified in clauses 4(a) through
(j), inclusive, of the special instructions for complying with Schedule 13D
under the Securities Exchange Act of 1934.

           "Indemnified Liabilities" has the meaning set forth in Section 10.05.

           "Indemnitees" has the meaning set forth in Section 10.05.

           "Insolvency" means, with respect to any Multiemployer Plan, the
condition that such plan is insolvent within the meaning of Section 4245 of
ERISA.

           "Intangible Assets" means, as to any Person at any time, the assets
that are required to be disclosed as intangible assets in accordance with GAAP
on the balance sheet of such Person (measured on a consolidated basis) including
customer lists, goodwill, computer software,

                                       13
<PAGE>   15
copyrights, trade names, trademarks, patents, unamortized deferred charges,
unamortized debt discount and capitalized research and development costs.

           "Interest Payment Date" means, (a) as to any Loan other than a Base
Rate Loan or a Negotiated Bid Loan, the last day of each Interest Period
applicable to such Loan; provided, however, that if any Interest Period for a
Eurodollar Rate Loan exceeds three months, the respective dates that fall every
three months after the beginning of such Interest Period shall also be Interest
Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each
March, June, September and December and the Maturity Date.

           "Interest Period" means (a) as to each Eurodollar Rate Loan, the
period commencing on the date such Eurodollar Rate Loan is disbursed or (in the
case of any Eurodollar Rate Committed Loan) converted to or continued as a
Eurodollar Rate Loan and ending on the date one, two, three or six months
thereafter, as selected by the Borrower in its Committed Loan Notice or
Competitive Bid Request, as the case may be, or, in the case of Eurodollar Rate
Committed Loans, such other period that is twelve months or less requested by
the Borrower and consented to by all the Lenders; and (b) as to each Absolute
Rate Loan, a period of not less than 14 days and not more than 180 days as
selected by the Borrower in its Competitive Bid Request; provided that:

                      (i) any Interest Period that would otherwise end on a day
           that is not a Business Day shall be extended to the next succeeding
           Business Day unless, in the case of a Eurodollar Rate Loan, such
           Business Day falls in another calendar month, in which case such
           Interest Period shall end on the next preceding Business Day;

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

                      (iii) no Interest Period shall extend beyond the scheduled
           Maturity Date.

           "IP Rights" has the meaning set forth in Section 5.12.

           "IRS" means the United States Internal Revenue Service.

           "Laws" means, collectively, all international, foreign, Federal,
state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority,
in each case whether or not having the force of law.

                                       14
<PAGE>   16
           "L/C Advance" means, with respect to each Lender, such Lender's
participation in any L/C Borrowing in accordance with its Pro Rata Share.

           "L/C Borrowing" means an extension of credit resulting from a drawing
under any Letter of Credit which has not been reimbursed on the date when made
or refinanced as a Committed Borrowing.

           "L/C Credit Extension" means, with respect to any Letter of Credit,
the issuance thereof or extension of the expiry date thereof, or the renewal or
increase of the amount thereof.

           "L/C Issuer" means SunTrust Bank in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

           "L/C Obligations" means, as at any date of determination, the
aggregate undrawn face amount of all outstanding Letters of Credit plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

           "Lender" has the meaning specified in the introductory paragraph
hereto and, as the context requires, includes the L/C Issuer.

           "Lending Office" means, as to any Lender, the office or offices of
such Lender described as such on Schedule 10.02, or such other office or offices
as a Lender may from time to time notify the Borrower and the Administrative
Agent.

           "Letter of Credit" means any letter of credit issued hereunder. A
Letter of Credit may be a commercial letter of credit or a standby letter of
credit.

           "Letter of Credit Application" means an application and agreement for
the issuance or amendment of a letter of credit in the form from time to time in
use by the L/C Issuer.

           "Letter of Credit Subfacility Expiration Date" means the day that is
seven days prior to the Maturity Date (or, if such day is not a Business Day,
the next preceding Business Day).

           "Letter of Credit Sublimit" means an amount equal to $50,000,000. The
Letter of Credit Sublimit is part of, and not in addition to, the Aggregate
Commitments.

           "Lien" means any mortgage, pledge, security interest, assignment,
deposit arrangement, encumbrance, lien (statutory or otherwise), preference,
priority or charge of any kind or nature whatsoever (including, without
limitation, any agreement to give any of the foregoing, any conditional sale or
other title retention agreement, the filing of or agreement to give any
financing statement under the Uniform Commercial Code of any jurisdiction or any
other similar recording or notice statute, and any lease having substantially
the same effect as any of the foregoing).

           "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Committed Loan, a Competitive Bid Loan or a
Negotiated Bid Loan.

                                       15
<PAGE>   17
           "Loan Documents" means this Agreement, each Note, each Fee Letter,
each Request for Credit Extension and each Compliance Certificate.

           "Margin Stock" has the meaning set forth in Regulation U issued by
the Board.

           "Material Adverse Effect" means a material adverse effect on (a) the
business, financial condition, operations or property of the Borrower and its
Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its
obligations under any Loan Document, or (c) the validity or enforceability of
any Loan Document or the rights or remedies of the Lenders hereunder or
thereunder.

           "Material Subsidiary" means, at any time, any Subsidiary of the
Borrower, the assets of which represent 10% or more of Consolidated Total Assets
(or the equivalent thereof in another currency), based upon the most recent
financial statements delivered to the Administrative Agent pursuant to Sections
6.01(a) and (b).

           "Maturity Date" means (a) May 10, 2004 or (b) such earlier date upon
which the Commitments may be terminated in accordance with the terms hereof.

           "Moody's" means Moody's Investors Service, Inc. and any successor
thereto.

           "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any Commonly
Controlled Entity makes or is obligated to make contributions, or during the
preceding three calendar years, has made or been obligated to make
contributions.

           "Negotiated Bid Borrowing" means a borrowing consisting of a
Negotiated Bid Loan from a Lender whose offer to make such a Negotiated Bid Loan
has been accepted in accordance with the procedures described in Section 2.04.

           "Negotiated Bid Loan" has the meaning set forth in Section 2.04(a).

           "Negotiated Bid Loan Note" means a promissory note made by the
Borrower in favor of a Lender evidencing Negotiated Bid Loans made by such
Lender, substantially in the form of Exhibit C-3.

           "Negotiated Bid Loan Sublimit" means an amount equal to the Aggregate
Commitments. The Negotiated Bid Loan Sublimit is part of, and not in addition
to, the Aggregate Commitments.

           "Non-Recourse Debt" means Debt (a) as to which neither the Borrower
nor any of its Subsidiaries (i) provides credit support of any kind (including
any undertaking, agreement or instrument that would constitute Debt) except to
the extent of any collateral pledged therefore, (ii) is directly or indirectly
liable (as a guarantor or otherwise) except to the extent of any collateral
pledged therefore or (iii) constitutes the Lender; and (b) as to which the
lender's sole remedy for a default thereunder is foreclosure upon specific
assets of the Borrower or its Subsidiaries pledged as security therefore, with
no liability on the part of the Borrower or any of its Subsidiaries for any
deficiency thereafter.

                                       16
<PAGE>   18
           "Notes" means, collectively, the Committed Loan Notes, the
Competitive Bid Loan Notes and the Negotiated Bid Loan Notes.

           "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, the Borrower arising under any Loan
Document, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including interest that accrues after the commencement by or against the
Borrower or any of its Subsidiaries of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding.

           "Organization Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws; (b) with respect to
any limited liability company, the articles of formation and operating
agreement; and (c) with respect to any partnership, joint venture, trust or
other form of business entity, the partnership, joint venture or other
applicable agreement of formation and any agreement, instrument, filing or
notice with respect thereto filed in connection with its formation with the
secretary of state or other department in the state of its formation, in each
case as amended from time to time.

           "Outstanding Amount" means (i) with respect to Committed Loans,
Competitive Bid Loans and Negotiated Bid Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments of Committed Loans, Competitive Bid Loans and
Negotiated Bid Loans, as the case may be, occurring on such date; and (ii) with
respect to any L/C Obligations on any date, the amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension 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.

           "Outstanding Committed Obligations" has the meaning set forth in
Section 2.10(b).

           "Participant" has the meaning specified in Section 10.07(d).

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

           "Pension Plan" means any "employee pension benefit plan" (as such
term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that
is subject to Title IV of ERISA and is sponsored or maintained by the Borrower
or any Commonly Controlled Entity or to which the Borrower or any Commonly
Controlled Entity contributes or has an obligation to contribute, 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 plan years.

           "Permitted Liens" means only those Liens permitted by subsections (a)
through (q) of Section 7.01.

                                       17
<PAGE>   19
           "Person" means any individual, trustee, corporation, general
partnership, limited partnership, limited liability company, joint stock
company, trust, unincorporated organization, bank, business association, firm,
joint venture or Governmental Authority.

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

           "Properties" has the meaning set forth in Section 5.08.

           "Pro Rata Share" means, with respect to each Lender, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments set forth
opposite the name of such Lender on Schedule 2.01, as such share may be adjusted
as contemplated herein.

           "Register" has the meaning set forth in Section 10.07(c).

           "Reorganization" means, with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

           "Reportable Event" means any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg.
Section 4043.

           "Request for Credit Extension" means (a) with respect to a Borrowing,
conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with
respect to a Competitive Bid Loan, a Competitive Bid Request, and (c) with
respect to an L/C Credit Extension, a Letter of Credit Application.

           "Required Lenders" means, as of any date of determination, at least
two Lenders whose Voting Percentages aggregate more than 50%.

           "Responsible Officer" means the chief executive officer, president,
chief financial officer, treasurer or assistant treasurer of the Borrower. Any
document delivered hereunder that is signed by a Responsible Officer of the
Borrower shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of the Borrower and such
Responsible Officer shall be conclusively presumed to have acted on behalf of
the Borrower.

           "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and any successor thereto.

           "Securitization" means any agreement or arrangement providing for
sales, transfers or conveyances to a special purpose Subsidiary or special
purpose entity of accounts receivable, notes, chattel paper, other rights to
payment and related property, whether or not for recourse and whether or not
treated as a sale for purposes of FAS 140, but not including the sale or
transfer of a single note or receivable undertaken on an isolated,
non-programmatic basis. For purposes hereof, the "applicable amount" of any
Securitization at any time shall be equal to the greater of

                                       18
<PAGE>   20
(a) the outstanding principal amount of any Debt at such time incurred by the
Borrower or any Subsidiary pursuant to any such Securitization, or (b) the face
amount or book value (whichever is greater) of any and all receivables, notes,
chattel paper, other rights to payment and related property sold or transferred
pursuant to such Securitization and outstanding at such time.

           "Shareholders' Equity" means, as of any date of determination for the
Borrower and its Subsidiaries on a consolidated basis, shareholders' equity as
of that date determined in accordance with GAAP.

           "Single Employer Plan" means any plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan.

           "Subsidiary" of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower.

           "SunTrust Bank" means SunTrust Bank.

           "Syndication Agent" means Bank of America in its capacity as
syndication agent under any of the Loan Documents.

           "Synthetic Lease Obligation" means the monetary obligation of a
Person under a so-called synthetic, off-balance sheet or tax retention lease
that does not appear on the balance sheet of such Person but which, upon the
insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).

           "Threshold Amount" means $25,000,000.

           "Total Capitalization" means, as to the Borrower and its Subsidiaries
at any date, the sum of (a) the aggregate amount of all Debt of such Persons at
such date determined on a consolidated basis, plus (b) Equity of such Persons at
such date.

           "Type" means (a) with respect to a Committed Loan, its character as a
Base Rate Loan or a Eurodollar Rate Committed Loan, and (b) with respect to a
Competitive Bid Loan, its character as an Absolute Rate Loan or a Eurodollar
Margin Competitive Bid Loan.

           "Unreimbursed Amount" has the meaning set forth in Section
2.05(c)(i).

           "Vendor Finance Investment" means any loan, advance, lease (whether
structured as a capital lease or an operating lease) or guaranty entered into by
the Borrower pursuant to, in connection with or for the purpose of facilitating
the sale or provision of goods and services of the Borrower to its customers, in
each case arising outside of the Borrower's ordinary course of business as
existing on the date hereof.

                                       19
<PAGE>   21
           "Voting Percentage" means, as to any Lender, (a) at any time prior to
the Maturity Date, such Lender's Pro Rata Share and (b) at any time after the
Maturity Date, the percentage (carried out to the ninth decimal place) which (i)
the sum of (A) the Outstanding Amount of such Lender's Committed Loans,
Competitive Bid Loans and Negotiated Bid Loans, plus (B) such Lender's Pro Rata
Share of the Outstanding Amount of L/C Obligations, then comprises of (ii) the
Outstanding Amount of all Loans and L/C Obligations; provided, however, that if
any Lender has failed to fund any portion of the Committed Loans, participations
in L/C Obligations required to be funded by it hereunder, such Lender's Voting
Percentage shall be deemed to be - 0-, and the respective Pro Rata Shares and
Voting Percentages of the other Lenders shall be recomputed for purposes of this
definition and the definition of "Required Lenders" without regard to such
Lender's Commitment or the outstanding amount of its Committed Loans and L/C
Advances, as the case may be.

           1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement
and any other Loan Document, unless otherwise specified herein or in such other
Loan Document:

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

           (b)(i) The words "herein" and "hereunder" and words of
           similar import when used in any Loan Document shall refer to such
           Loan Document as a whole and not to any particular provision thereof.

           (ii)  Article, Section, Exhibit and Schedule references are
           to the Loan Document in which such references appear.

           (iii) The term "including" is by way of example and not
           limitation.

           (iv)  The term "documents" includes any and all instruments,
           documents, agreements, certificates, notices, reports, financial
           statements and other writings, however evidenced, whether in
           electronic or physical form.

           (c)   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."

           (d)   Section headings herein and in the other Loan Documents
           are included for convenience of reference only and shall not affect
           the interpretation of this Agreement or any other Loan Document.

           1.03 ACCOUNTING TERMS.

           (a)   All accounting terms not specifically or completely
           defined herein shall be construed in conformity with, and all
           financial data required to be submitted pursuant to this Agreement
           shall be prepared in conformity with, GAAP applied on a consistent
           basis, as in effect from time to time, applied in a manner consistent
           with that used in preparing the Audited Financial Statements, except
           as otherwise specifically prescribed herein.

                                       20
<PAGE>   22
           (b)   If at any time any change in GAAP would affect the
           computation of any financial ratio or requirement set forth in any
           Loan Document, and either the Borrower or the Required Lenders shall
           so request, the Administrative Agent, the Lenders and the Borrower
           shall negotiate in good faith to amend such ratio or requirement to
           preserve the original intent thereof in light of such change in GAAP
           (subject to the approval of the Required Lenders); provided that,
           until so amended, (i) such ratio or requirement shall continue to be
           computed in accordance with GAAP prior to such change therein and
           (ii) the Borrower shall provide to the Administrative Agent and the
           Lenders financial statements and other documents required under this
           Agreement or as reasonably requested hereunder setting forth a
           reconciliation between calculations of such ratio or requirement made
           before and after giving effect to such change in GAAP.

           1.04 ROUNDING. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

           1.05 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

               ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS

           2.01 COMMITTED LOANS. Subject to the terms and conditions set forth
herein, each Lender severally agrees to make loans (each such loan, a "Committed
Loan") to the Borrower from time to time on any Business Day during the period
from the Closing Date to the Maturity Date, in an aggregate amount not to exceed
at any time outstanding the amount of such Lender's Commitment; provided,
however, that after giving effect to any Committed Borrowing, (i) the aggregate
Outstanding Amount of all Loans and L/C Obligations shall not exceed the
Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the
Committed Loans of any Lender, plus such Lender's Pro Rata Share of the
Outstanding Amount of all L/C Obligations shall not exceed such Lender's
Commitment. Within the limits of each Lender's Commitment, and subject to the
other terms and conditions hereof, the Borrower may borrow under this Section
2.01, prepay under Section 2.06, and reborrow under this Section 2.01. Committed
Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided
herein.

           2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF COMMITTED LOANS.

           (a)   Each Committed Borrowing, each conversion of Committed
           Loans from one Type to the other, and each continuation of Committed
           Loans as the same Type shall be made upon the Borrower's irrevocable
           notice to the Administrative Agent, which may be given by telephone.
           Each such notice must be received by the Administrative Agent not
           later than

                                       21
<PAGE>   23
           (x) 11:00 a.m., New York time, three Business Days prior to the
           requested date of any Committed Borrowing of, conversion to or
           continuation of Eurodollar Rate Committed Loans or of any conversion
           of Eurodollar Rate Committed Loans to Base Rate Loans, and (y) 9:00
           a.m., New York time, on the requested date of any Committed Borrowing
           of Base Rate Loans. Each such telephonic notice must be confirmed
           promptly by delivery to the Administrative Agent of a written
           Committed Loan Notice, appropriately completed and signed by a
           Responsible Officer of the Borrower. Each Committed Borrowing of,
           conversion to or continuation of Eurodollar Rate Committed Loans
           shall be in a principal amount of $5,000,000 or a whole multiple of
           $1,000,000 in excess thereof (or, if less, an aggregate principal
           amount equal to the remaining balance of the available Commitments).
           Each Committed Borrowing of or conversion to Base Rate Loans shall be
           in a principal amount of $500,000 or a whole multiple of $100,000 in
           excess thereof. Each Committed Loan Notice (whether telephonic or
           written) shall specify (i) whether the Borrower is requesting a
           Committed Borrowing, a conversion of Committed Loans from one Type to
           the other, or a continuation of Committed Loans as the same Type,
           (ii) the requested date of the Borrowing, conversion or continuation,
           as the case may be (which shall be a Business Day), (iii) the
           principal amount of Committed Loans to be borrowed, converted or
           continued, (iv) the Type of Committed Loans to be borrowed or to
           which existing Committed Loans are to be converted, and (v) if
           applicable, the duration of the Interest Period with respect thereto.
           If the Borrower fails to specify a Type of Committed Loan in a
           Committed Loan Notice or if the Borrower fails to give a timely
           notice requesting a conversion or continuation, then the applicable
           Committed Loans shall be made or continued as, or converted to, Base
           Rate Loans. Any such automatic conversion to Base Rate Loans shall be
           effective as of the last day of the Interest Period then in effect
           with respect to the applicable Eurodollar Rate Committed Loans. If
           the Borrower requests a Borrowing of, conversion to, or continuation
           of Eurodollar Rate Committed Loans in any such Committed Loan Notice,
           but fails to specify an Interest Period, it will be deemed to have
           specified an Interest Period of one month.

           (b)   Following receipt of a Committed Loan Notice, the
           Administrative Agent shall promptly notify each Lender of its Pro
           Rata Share of the applicable Committed Loans, and if no timely notice
           of a conversion or continuation is provided by the Borrower, the
           Administrative Agent shall notify each Lender of the details of any
           automatic conversion to Base Rate Loans described in the preceding
           subsection. In the case of a Committed Borrowing, each Lender shall
           make the amount of its Committed Loan available to the Administrative
           Agent in immediately available funds at the Administrative Agent's
           Office not later than 1:00 p.m., New York time, on the Business Day
           specified in the applicable Committed Loan Notice. Upon satisfaction
           of the applicable conditions set forth in Section 4.02 (and, if such
           Borrowing is the initial Credit Extension, Section 4.01), the
           Administrative Agent shall, by no later than 3:00 p.m., New York
           time, make all funds so received available to the Borrower in like
           funds as received by the Administrative Agent either by (i) crediting
           the account of the Borrower on the books of SunTrust Bank with the
           amount of such funds or (ii) wire transfer of such funds, in each
           case in accordance with instructions provided to the Administrative
           Agent by the Borrower; provided, however, that if, on the date of the
           Committed Borrowing there are L/C Borrowings outstanding, then the
           proceeds of such Borrowing shall be applied, first, to the payment in
           full of any such L/C Borrowings and second, to the Borrower as
           provided above.

           (c)   Except as otherwise provided herein, a Eurodollar Rate
           Committed Loan may be continued or converted only on the last day of
           the Interest Period for such Eurodollar Rate

                                       22
<PAGE>   24
           Committed Loan. During the existence of a Default or Event of
           Default, no Committed Loans may be requested as, converted to or
           continued as Eurodollar Rate Committed Loans without the consent of
           the Required Lenders, and the Required Lenders may demand that any or
           all of the then outstanding Eurodollar Rate Committed Loans be
           converted to Base Rate Loans at the end of the respective Interest
           Periods related to such Loans.

           (d)   The Administrative Agent shall promptly notify the
           Borrower and the Lenders of the interest rate applicable to any
           Eurodollar Rate Committed Loan upon determination of such interest
           rate. The determination of the Eurodollar Rate by the Administrative
           Agent shall be conclusive in the absence of manifest error. The
           Administrative Agent shall notify the Borrower and the Lenders of any
           change in SunTrust Bank's prime rate used in determining the Base
           Rate promptly following the public announcement of such change.

           (e)   After giving effect to all Committed Borrowings, all
           conversions of Committed Loans from one Type to the other, and all
           continuations of Committed Loans as the same Type, there shall not be
           more than ten Interest Periods in effect with respect to Committed
           Loans.

           2.03 COMPETITIVE BID LOANS.

           (a)   General. Subject to the terms and conditions set forth
           herein, each Lender agrees that the Borrower may from time to time
           request the Lenders to submit offers to make loans (each such loan, a
           "Competitive Bid Loan") to the Borrower prior to the Maturity Date
           pursuant to this Section 2.03; provided, however, that after giving
           effect to any Competitive Bid Borrowing, (i) the aggregate
           Outstanding Amount of all Loans and L/C Obligations shall not exceed
           the Aggregate Commitments, and (ii) the aggregate Outstanding Amount
           of all Competitive Bid Loans shall not exceed the Competitive Bid
           Loan Sublimit. There shall not be more than ten different Interest
           Periods in effect with respect to Competitive Bid Loans at any time.
           The Borrower shall have no obligation to accept any Competitive Bid.

           (b)   Requesting Competitive Bids. The Borrower may request the
           submission of Competitive Bids by delivering a Competitive Bid
           Request to the Administrative Agent not later than 12:00 noon, New
           York time, (i) one Business Day prior to the requested date of any
           Competitive Bid Borrowing that is to consist of Absolute Rate Loans,
           or (ii) four Business Days prior to the requested date of any
           Competitive Bid Borrowing that is to consist of Eurodollar Margin
           Competitive Bid Loans. Each Competitive Bid Request shall specify (i)
           the requested date of the Competitive Bid Borrowing (which shall be a
           Business Day), (ii) the aggregate principal amount of Competitive Bid
           Loans requested (which must be $10,000,000 or a whole multiple of
           $1,000,000 in excess thereof), (iii) the Type of Competitive Bid
           Loans requested, and (iv) the duration of the Interest Period with
           respect thereto, and shall be signed by a Responsible Officer of the
           Borrower. No Competitive Bid Request shall contain a request for (A)
           more than one Type of Competitive Bid Loan or (B) Competitive Bid
           Loans having more than four different Interest Periods. Unless the
           Administrative Agent otherwise agrees in its sole and absolute
           discretion, the Borrower may not submit a Competitive Bid Request if
           it has submitted another Competitive Bid Request within the prior
           five Business Days.

           (c)   Submitting Competitive Bids.

                                       23
<PAGE>   25
                        (i)  The Administrative Agent shall promptly notify
                      each Lender of each Competitive Bid Request received by it
                      from the Borrower and the contents of such Competitive Bid
                      Request.

                      (ii)   Each Lender may (but shall have no obligation
                      to) submit a Competitive Bid containing an offer to make
                      one or more Competitive Bid Loans in response to such
                      Competitive Bid Request. Such Competitive Bid must be
                      delivered to the Administrative Agent not later than 10:30
                      a.m., New York time, (A) on the requested date of any
                      Competitive Bid Borrowing that is to consist of Absolute
                      Rate Loans, and (B) three Business Days prior to the
                      requested date of any Competitive Bid Borrowing that is to
                      consist of Eurodollar Margin Competitive Bid Loans;
                      provided, however, that any Competitive Bid submitted by
                      SunTrust Bank in its capacity as a Lender in response to
                      any Competitive Bid Request must be submitted to the
                      Administrative Agent not later than 10:15 a.m., New York
                      time, on the date on which Competitive Bids are required
                      to be delivered by the other Lenders in response to such
                      Competitive Bid Request. Each Competitive Bid shall
                      specify (A) the proposed date of the Competitive Bid
                      Borrowing; (B) the principal amount of each Competitive
                      Bid Loan for which such Competitive Bid is being made,
                      which principal amount (x) may be equal to, greater than
                      or less than the Commitment of the bidding Lender, (y)
                      must be $5,000,000 or in a whole multiple of $1,000,000 in
                      excess thereof, and (z) may not exceed the principal
                      amount of Competitive Bid Loans for which Competitive Bids
                      were requested; (C) if the proposed Competitive Bid
                      Borrowing is to consist of Absolute Rate Loans, the
                      Absolute Rate offered for each such Competitive Bid Loan
                      and the Interest Period applicable thereto; (D) if the
                      proposed Competitive Bid Borrowing is to consist of
                      Eurodollar Margin Competitive Bid Loans, the Eurodollar
                      Bid Margin with respect to each such Eurodollar Margin
                      Competitive Bid Loan and the Interest Period applicable
                      thereto; and (E) the identity of the bidding Lender.

                      (iii)  Any Competitive Bid shall be disregarded if it
                      (A) is received after the applicable time specified in
                      clause (ii) above, (B) is not substantially in the form of
                      a Competitive Bid as specified herein, (C) contains
                      qualifying, conditional or similar language, (D) proposes
                      terms other than or in addition to those set forth in the
                      applicable Competitive Bid Request, or (E) is otherwise
                      not responsive to such Competitive Bid Request. Any Lender
                      may correct a Competitive Bid containing a manifest error
                      by submitting a corrected Competitive Bid (identified as
                      such) not later than the applicable time required for
                      submission of Competitive Bids. Any such submission of a
                      corrected Competitive Bid shall constitute a revocation of
                      the Competitive Bid that contained the manifest error. The
                      Administrative Agent may, but shall not be required to,
                      notify any Lender of any manifest error it detects in a
                      Lender's Competitive Bid.

                      (iv)   Subject only to the provisions of Sections
                      3.02, 3.03 (in the case of a Eurodollar Rate Competitive
                      Bid Loan) and 4.02 and clause (iii) above, each
                      Competitive Bid shall be irrevocable.

           (d)   Notice to Borrower of Competitive Bids. Not later than
           11:00 a.m., New York time, (i) on the requested date of any
           Competitive Bid Borrowing that is to consist of Absolute Rate Loans,
           or (ii) three Business Days prior to the requested date of any
           Competitive Bid
                                       24
<PAGE>   26
           Borrowing that is to consist of Eurodollar Margin Competitive Bid
           Loans, the Administrative Agent shall notify the Borrower of the
           identity of each Lender that has submitted a Competitive Bid that
           complies with Section 2.03(c) and of the terms of the offers
           contained in each such Competitive Bid.

           (e)   Acceptance of Competitive Bids. Not later than 11:30 a.m.,
           New York time, (i) on the requested date of any Competitive Bid
           Borrowing that is to consist of Absolute Rate Loans, and (ii) three
           Business Days prior to the requested date of any Competitive Bid
           Borrowing that is to consist of Eurodollar Margin Competitive Bid
           Loans, the Borrower shall notify the Administrative Agent of its
           acceptance or rejection of the offers notified to it pursuant to
           Section 2.03(d). The Borrower shall be under no obligation to accept
           any Competitive Bid and may choose to reject all Competitive Bids. In
           the case of acceptance, such notice shall specify the aggregate
           principal amount of Competitive Bids for each Interest Period that is
           accepted. The Borrower may accept any Competitive Bid in whole or in
           part; provided that:

                      (i)    the aggregate principal amount of each
                      Competitive Bid Borrowing may not exceed the applicable
                      amount set forth in the related Competitive Bid Request;

                      (ii)   the principal amount of each Competitive Bid
                      Loan must be $5,000,000 or in a whole multiple of
                      $1,000,000 in excess thereof;

                      (iii)  the acceptance of offers may be made only on
                      the basis of ascending Absolute Rates or Eurodollar Bid
                      Margins within each Interest Period; and

                      (iv)   the Borrower may not accept any offer that is
                      described in Section 2.03(c)(iii) or that otherwise fails
                      to comply with the requirements hereof.

           (f)   Procedure for Identical Bids. If two or more Lenders have
           submitted Competitive Bids at the same Absolute Rate or Eurodollar
           Bid Margin, as the case may be, for the same Interest Period, and the
           result of accepting all of such Competitive Bids in whole (together
           with any other Competitive Bids at lower Absolute Rates or Eurodollar
           Bid Margins, as the case may be, accepted for such Interest Period in
           conformity with the requirements of Section 2.03(e)(iii)) would be to
           cause the aggregate outstanding principal amount of the applicable
           Competitive Bid Borrowing to exceed the amount specified therefor in
           the related Competitive Bid Request, then, unless otherwise agreed by
           the Borrower, the Administrative Agent and such Lenders, such
           Competitive Bids shall be accepted as nearly as possible in
           proportion to the amount offered by each such Lender in respect of
           such Interest Period, at such Absolute Rate or Eurodollar Bid Margin,
           without regard to the requirements of Section 2.03(e)(ii).

           (g)   Notice to Lenders of Acceptance or Rejection of Bids. The
           Administrative Agent shall promptly notify each Lender having
           submitted a Competitive Bid whether or not its offer has been
           accepted and, if its offer has been accepted, of the amount of the
           Competitive Bid Loan or Competitive Bid Loans to be made by it on the
           date of the applicable Competitive Bid Borrowing. Any Competitive Bid
           or portion thereof that is not accepted by the Borrower by the
           applicable time specified in Section 2.03(e) shall be deemed
           rejected.

           (h)   Notice of Eurodollar Rate. If any Competitive Bid
           Borrowing is to consist of Eurodollar Margin Loans, the
           Administrative Agent shall determine the Eurodollar Rate for the

                                       25
<PAGE>   27
           relevant Interest Period, and promptly after making such
           determination, shall notify the Borrower and the Lenders that will be
           participating in such Competitive Bid Borrowing of such Eurodollar
           Rate.

           (i)   Funding of Competitive Bid Loans. Each Lender that has
           received notice pursuant to Section 2.03(g) that all or a portion of
           its Competitive Bid has been accepted by the Borrower shall make the
           amount of its Competitive Bid Loan(s) available to the Administrative
           Agent in immediately available funds at the Administrative Agent's
           Office not later than 1:00 p.m., New York time, on the date of the
           requested Competitive Bid Borrowing. Upon satisfaction of the
           applicable conditions set forth in Section 4.02, the Administrative
           Agent shall, by no later than 3:00 p.m., New York time, make all
           funds so received available to the Borrower in like funds as received
           by the Administrative Agent.

           (j)   Notice of Range of Bids. After each Competitive Bid
           auction pursuant to this Section 2.03, the Administrative Agent shall
           notify each Lender that submitted a Competitive Bid in such auction
           of the ranges of bids submitted (without the bidder's name) and
           accepted for each Competitive Bid Loan and the aggregate amount of
           each Competitive Bid Borrowing.

           2.04 NEGOTIATED BID LOANS.

           (a)   General. Subject to the terms and conditions set forth
           herein, each Lender agrees to entertain requests made by the Borrower
           from time to time to make Loans (each such loan, a "Negotiated Bid
           Loan") to the Borrower prior to the Maturity Date pursuant to this
           Section 2.04; provided, however, that (i) the Lenders shall have no
           obligation to make any Negotiated Bid Loans, (ii) the Borrower shall
           have no obligation to accept any offer to make any Negotiated Bid
           Loan, and (iii) after giving effect to any Negotiated Bid Loan
           Borrowing, (A) the aggregate Outstanding Amount of all Loans and L/C
           Obligations shall not exceed the Aggregate Commitments, and (B) the
           aggregate Outstanding Amount of all Negotiated Bid Loans shall not
           exceed the Negotiated Bid Loan Sublimit.

           (b)   Terms. Each Negotiated Bid Loan shall be made on terms
           agreed to by the Borrower and the applicable Lender with respect
           thereto; provided that (i) no Negotiated Bid Loan shall have a
           maturity date occurring subsequent to the Maturity Date, (ii) no
           Negotiated Bid Loan shall be denominated in any currency other than
           Dollars, and (iii) no obligations of the Borrower arising in
           connection with any Negotiated Bid Loan shall at any time be secured
           by any Lien upon any property, assets or revenues of the Borrower,
           any of its Subsidiaries or any other Person, other than any right of
           setoff an applicable Lender may have with respect to deposit accounts
           maintained by the Borrower with such Lender.

           (c)   Notice to the Administrative Agent. Not later than 3:00
           p.m., New York time, on the date of any requested Negotiated Bid Loan
           Borrowing, the Borrower shall deliver to the Administrative Agent (i)
           a notice specifying (A) the identity of the respective Lender that
           has agreed to fund such Negotiated Bid Loan Borrowing, (B) the
           anticipated date of such Negotiated Bid Loan Borrowing, (C) the
           anticipated aggregate principal amount of such Negotiated Bid Loan
           Borrowing, and (D) the anticipated maturity date of such Negotiated
           Bid Loan; and (ii) such documents, instruments and other information
           with respect to such Negotiated Bid Loan as the Administrative Agent
           may from time to time reasonably request.

                                       26
<PAGE>   28
2.05       LETTERS OF CREDIT.

(a)        The Letter of Credit Commitment.

           (i)   Subject to the terms and conditions set forth herein, (A)
           the L/C Issuer agrees, in reliance upon the agreements of the other
           Lenders set forth in this Section 2.05, (1) from time to time on any
           Business Day during the period from the Closing Date until the Letter
           of Credit Subfacility Expiration Date, to issue Letters of Credit for
           the account of the Borrower or certain Subsidiaries, and to amend or
           renew Letters of Credit previously issued by it, in accordance with
           subsection (b) below, and (2) to honor drafts under the Letters of
           Credit; and (B) the Lenders severally agree to participate in Letters
           of Credit issued for the account of the Borrower; provided that the
           L/C Issuer shall not be obligated to make any L/C Credit Extension
           with respect to any Letter of Credit, and no Lender shall be
           obligated to participate in, any Letter of Credit if as of the date
           of such L/C Credit Extension, (x) the Outstanding Amount of all L/C
           Obligations and all Loans would exceed the Aggregate Commitments, (y)
           the aggregate Outstanding Amount of the Committed Loans of any
           Lender, plus such Lender's Pro Rata Share of the Outstanding Amount
           of all L/C Obligations would exceed such Lender's Commitment, or (z)
           the Outstanding Amount of the L/C Obligations would exceed the Letter
           of Credit Sublimit. Within the foregoing limits, and subject to the
           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 that have expired or that have been drawn upon and
           reimbursed.

           (ii)   The L/C Issuer shall be under no obligation to issue any
           Letter of Credit if:

                      (A)    any order, judgment or decree of any
                      Governmental Authority or arbitrator shall by its terms
                      purport to enjoin or restrain the L/C Issuer from issuing
                      such Letter of Credit, or any Law applicable to the L/C
                      Issuer or any request or directive (whether or not having
                      the force of law) from any Governmental Authority with
                      jurisdiction over the L/C Issuer shall prohibit, or
                      request that the L/C Issuer refrain from, the issuance of
                      letters of credit generally or such Letter of Credit in
                      particular or shall impose upon the L/C Issuer with
                      respect to such Letter of Credit any restriction, reserve
                      or capital requirement (for which the L/C Issuer is not
                      otherwise compensated hereunder) not in effect on the
                      Closing Date, or shall impose upon the L/C Issuer any
                      unreimbursed loss, cost or expense which was not
                      applicable on the Closing Date and which the L/C Issuer in
                      good faith deems material to it;

                      (B)    subject to Section 2.05(b)(iii), the expiry
                      date of such requested Letter of Credit would occur more
                      than twelve months after the date of issuance or last
                      renewal, unless the Required Lenders have approved such
                      expiry date;

                      (C)    the expiry date of such requested Letter of
                      Credit would occur after the Letter of Credit Subfacility
                      Expiration Date, unless all the Lenders have approved such
                      expiry date;

                                       27
<PAGE>   29
                      (D)    the issuance of such Letter of Credit would
                      violate one or more policies of the L/C Issuer; or

                      (E)    such Letter of Credit is in a face amount less
                      than $100,000, in the case of a commercial Letter of
                      Credit, or $500,000, in the case of any other type of
                      Letter of Credit, or is to be denominated in a currency
                      other than Dollars.

           (iii) The L/C Issuer shall be under no obligation to amend any
           Letter of Credit if (A) the L/C Issuer would have no obligation at
           such time to issue such Letter of Credit in its amended form under
           the terms hereof, or (B) the beneficiary of such Letter of Credit
           does not accept the proposed amendment to such Letter of Credit.

           (b) Procedures for Issuance and Amendment of Letters of Credit;
Evergreen Letters of Credit.

           (i)   Each Letter of Credit shall be issued or amended, as the
           case may be, upon the request of the Borrower delivered to the L/C
           Issuer (with a copy to the Administrative Agent) in the form of a
           Letter of Credit Application, appropriately completed and signed by a
           Responsible Officer of the Borrower. Such Letter of Credit
           Application must be received by the L/C Issuer and the Administrative
           Agent not later than 11:00 a.m., New York time, at least two Business
           Days (or such later date and time as the L/C Issuer may agree in a
           particular instance in its sole discretion) prior to the proposed
           issuance date or date of amendment, as the case may be. In the case
           of a request for an initial issuance of a Letter of Credit, such
           Letter of Credit Application shall specify in form and detail
           satisfactory to the L/C Issuer: (A) the proposed issuance date of the
           requested Letter of Credit (which shall be a Business Day); (B) the
           amount thereof; (C) the expiry date thereof; (D) the name and address
           of the beneficiary thereof; (E) the documents to be presented by such
           beneficiary in case of any drawing thereunder; (F) the full text of
           any certificate to be presented by such beneficiary in case of any
           drawing thereunder; and (G) such other matters as the L/C Issuer may
           require. In the case of a request for an amendment of any outstanding
           Letter of Credit, such Letter of Credit Application shall specify in
           form and detail satisfactory to the L/C Issuer (A) the Letter of
           Credit to be amended; (B) the proposed date of amendment thereof
           (which shall be a Business Day); (C) the nature of the proposed
           amendment; and (D) such other matters as the L/C Issuer may require.

           (ii)  Promptly after its receipt of any Letter of Credit
           Application, but in any event no later than two Business Days prior
           to the proposed issuance date, the L/C Issuer will confirm with the
           Administrative Agent (by telephone or in writing) that the
           Administrative Agent has received a copy of such Letter of Credit
           Application from the Borrower and, if not, the L/C Issuer will
           provide the Administrative Agent with a copy thereof. Upon receipt by
           the L/C Issuer of confirmation from the Administrative Agent that the
           requested issuance or amendment is permitted in accordance with the
           terms hereof, then, subject to the terms and conditions hereof, the
           L/C Issuer shall, on the requested date, issue a Letter of Credit for
           the account of the Borrower or enter into the applicable amendment,
           as the case may be, in each case in accordance with the L/C Issuer's
           usual and customary business practices. Immediately upon the issuance
           of each

                                       28
<PAGE>   30
           Letter of Credit, each Lender shall be deemed to, and hereby
           irrevocably and unconditionally agrees to, purchase from the L/C
           Issuer a participation in such Letter of Credit in an amount equal to
           the product of such Lender's Pro Rata Share times the amount of such
           Letter of Credit.

           (iii) If the Borrower so requests in any applicable Letter of
           Credit Application, the L/C Issuer may, in it sole and absolute
           discretion, agree to issue a Letter of Credit that has automatic
           renewal provisions (each, an "Evergreen Letter of Credit"); provided
           that any such Evergreen Letter of Credit must permit the L/C Issuer
           to prevent any such renewal at least once in each twelve-month period
           (commencing with the date of issuance of such Letter of Credit) by
           giving prior notice to the beneficiary thereof not later than a day
           (the "Nonrenewal Notice Date") in each such twelve-month period to be
           agreed upon at the time such Letter of Credit is issued. Unless
           otherwise directed by the L/C Issuer, the Borrower shall not be
           required to make a specific request to the L/C Issuer for any such
           renewal. Once an Evergreen Letter of Credit has been issued, the
           Lenders shall be deemed to have authorized (but may not require) the
           L/C Issuer to permit the renewal of such Letter of Credit at any time
           to a date not later than the Letter of Credit Subfacility Expiration
           Date; provided, however, that the L/C Issuer shall not permit any
           such renewal if (A) the L/C Issuer would have no obligation at such
           time to issue such Letter of Credit in its renewed form under the
           terms hereof, or (B) it has received notice (which may be by
           telephone or in writing) on or before the Business Day immediately
           preceding the Nonrenewal Notice Date (1) from the Administrative
           Agent that the Required Lenders have elected not to permit such
           renewal or (2) from the Administrative Agent, any Lender or the
           Borrower that one or more of the applicable conditions specified in
           Section 4.02 is not then satisfied. Notwithstanding anything to the
           contrary contained herein, the L/C Issuer shall have no obligation to
           permit the renewal of any Evergreen Letter of Credit at any time.

           (iv)  Promptly after its delivery of any Letter of Credit or any
           amendment to a Letter of Credit to an advising bank with respect
           thereto or to the beneficiary thereof, the L/C Issuer will also
           deliver to the Borrower and the Administrative Agent a true and
           complete copy of such Letter of Credit or amendment.

           (c) Drawings and Reimbursements; Funding of Participations.

           (i)   Upon any drawing under any Letter of Credit, the L/C
           Issuer shall notify the Borrower and the Administrative Agent
           thereof. Not later than 1:00 p.m., New York time, on the date of any
           payment by the L/C Issuer under a Letter of Credit (each such date,
           an "Honor Date"), the Borrower shall reimburse the L/C Issuer through
           the Administrative Agent in an amount equal to the amount of such
           drawing. If the Borrower fails to so reimburse the L/C Issuer by such
           time, the Administrative Agent shall promptly notify each Lender of
           the Honor Date, the amount of the unreimbursed drawing (the
           "Unreimbursed Amount"), and such Lender's Pro Rata Share thereof. In
           such event, the Borrower shall be deemed to have requested a
           Committed Borrowing of Base Rate Loans to be disbursed on the Honor
           Date in an amount equal to the Unreimbursed Amount, without regard to
           the minimum and multiples specified in Section 2.02 for the principal
           amount of Base Rate Loans, but subject to the amount of the
           unutilized portion

                                       29
<PAGE>   31
           of the Aggregate Commitments and the conditions set forth in Section
           4.02 (other than the delivery of a Committed Loan Notice). Any notice
           given by the L/C Issuer or the Administrative Agent pursuant to this
           Section 2.05(c)(i) may be given by telephone if immediately confirmed
           in writing; provided that the lack of such an immediate confirmation
           shall not affect the conclusiveness or binding effect of such notice.

           (ii)  Each Lender (including the Lender acting as L/C Issuer)
           shall upon any notice pursuant to Section 2.05(c)(i) make funds
           available to the Administrative Agent for the account of the L/C
           Issuer at the Administrative Agent's Office in an amount equal to its
           Pro Rata Share of the Unreimbursed Amount not later than 3:00 p.m.,
           New York time, on the Business Day specified in such notice by the
           Administrative Agent, whereupon, subject to the provisions of Section
           2.05(c)(iii), each Lender that so makes funds available shall be
           deemed to have made a Base Rate Loan to the Borrower in such amount.
           The Administrative Agent shall remit the funds so received to the L/C
           Issuer.

           (iii) With respect to any Unreimbursed Amount that is not fully
           refinanced by a Committed Borrowing of Base Rate Loans because the
           conditions set forth in Section 4.02 cannot be satisfied or for any
           other reason, the Borrower shall be deemed to have incurred from the
           L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
           that is not so refinanced, which L/C Borrowing shall be due and
           payable on demand (together with interest) and shall bear interest at
           the Default Rate. In such event, each Lender's payment to the
           Administrative Agent for the account of the L/C Issuer pursuant to
           Section 2.05(c)(ii) shall be deemed payment in respect of its
           participation in such L/C Borrowing and shall constitute an L/C
           Advance from such Lender in satisfaction of its participation
           obligation under this Section 2.05.

           (iv)  Until each Lender funds its Committed Loan or L/C Advance
           pursuant to this Section 2.05(c) to reimburse the L/C Issuer for any
           amount drawn under any Letter of Credit, interest in respect of such
           Lender's Pro Rata Share of such amount shall be solely for the
           account of the L/C Issuer.

           (v)   Each Lender's obligation to make Committed Loans or L/C
           Advances to reimburse the L/C Issuer for amounts drawn under Letters
           of Credit, as contemplated by this Section 2.05(c), shall be absolute
           and unconditional and shall not be affected by any circumstance,
           including (A) any set-off, counterclaim, recoupment, defense or other
           right which such Lender may have against the L/C Issuer, the Borrower
           or any other Person for any reason whatsoever; (B) the occurrence or
           continuance of a Default or Event of Default, or (C) any other
           occurrence, event or condition, whether or not similar to any of the
           foregoing. Any such reimbursement shall not relieve or otherwise
           impair the obligation of the Borrower to reimburse the L/C Issuer for
           the amount of any payment made by the L/C Issuer under any Letter of
           Credit, together with interest as provided herein.

           (vi)  If any Lender fails to make available to the
           Administrative Agent for the account of the L/C Issuer any amount
           required to be paid by such Lender pursuant to the foregoing
           provisions of this Section 2.05(c) by the time specified in Section
           2.05(c)(ii), the L/C Issuer shall be entitled to recover from such
           Lender (acting through the

                                       30
<PAGE>   32
           Administrative Agent), on demand, such amount with interest thereon
           for the period from the date such payment is required to the date on
           which such payment is immediately available to the L/C Issuer at a
           rate per annum equal to the Federal Funds Rate from time to time in
           effect. A certificate of the L/C Issuer submitted to any Lender
           (through the Administrative Agent) with respect to any amounts owing
           under this clause (vi) shall be conclusive absent manifest error.

           (d) Repayment of Participations.

           (i)  At any time after the L/C Issuer has made a payment under
           any Letter of Credit and has received from any Lender such Lender's
           L/C Advance in respect of such payment in accordance with Section
           2.05(c), if the Administrative Agent receives for the account of the
           L/C Issuer any payment related to such Letter of Credit (whether
           directly from the Borrower or otherwise, including proceeds of Cash
           Collateral applied thereto by the Administrative Agent), or any
           payment of interest thereon, the Administrative Agent will distribute
           to such Lender its Pro Rata Share thereof in the same funds as those
           received by the Administrative Agent.

           (ii)  If any payment received by the Administrative Agent for
           the account of the L/C Issuer pursuant to Section 2.05(c)(i) is
           required to be returned, each Lender shall pay to the Administrative
           Agent for the account of the L/C Issuer its Pro Rata Share thereof on
           demand of the Administrative Agent, plus interest thereon from the
           date of such demand to the date such amount is returned by such
           Lender, at a rate per annum equal to the Federal Funds Rate from time
           to time in effect.

           (e) Obligations Absolute. The obligation of the Borrower to reimburse
the L/C Issuer for each drawing under each Letter of Credit, and to repay each
L/C Borrowing and each drawing under a Letter of Credit that is refinanced by a
Borrowing of Committed Loans, shall be absolute, unconditional and irrevocable,
and shall be paid strictly in accordance with the terms of this Agreement under
all circumstances, including the following:

           (i)   any lack of validity or enforceability of such Letter of
           Credit, this Agreement, or any other agreement or instrument relating
           thereto;

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

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

                                       31


<PAGE>   33

                  (iv) any payment by the L/C Issuer under such Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit; or any payment made by
         the L/C Issuer under such 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 such Letter of
         Credit, including any arising in connection with any proceeding under
         any Debtor Relief Law; or

                  (v) 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.

         The Borrower shall promptly examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will promptly notify the L/C Issuer. The Borrower shall be conclusively
deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

         (f) Role of L/C Issuer. Each Lender and the Borrower agree that, in
paying any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and 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. No Agent-Related Person
nor any of the respective correspondents, participants or assignees of the L/C
Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the
Required Lenders, 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 document or instrument related
to any Letter of Credit or Letter of Credit Application. 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's 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 L/C Issuer, shall be
liable or responsible for any of the matters described in clauses (i) through
(v) of Section 2.05(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against the L/C Issuer,
and the L/C Issuer 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 L/C
Issuer's willful misconduct or gross negligence or the L/C Issuer'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, the L/C Issuer 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 the L/C Issuer 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.


                                       32
<PAGE>   34

         (g) Cash Collateral. Upon the request of the Administrative Agent, (i)
if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing that has not
been converted into a Borrowing under the terms hereof, or (ii) if, as of the
Letter of Credit Subfacility Expiration Date, any Letter of Credit may for any
reason remain outstanding and partially or wholly undrawn, the Borrower shall
immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations (in an amount equal to such Outstanding Amount).

         (h) Applicability of ISP98 and UCP. Unless otherwise expressly agreed
by the L/C Issuer and the Borrower when a Letter of Credit is issued, (i) the
rules of the "International Standby Practices 1998" published by the Institute
of International Banking Law & Practice (or such later version thereof as may be
in effect at the time of issuance) shall apply to each standby Letter of Credit,
and (ii) the rules of the Uniform Customs and Practice for Documentary Credits,
as most recently published by the International Chamber of Commerce (the "ICC")
at the time of issuance (including the ICC decision published by the Commission
on Banking Technique and Practice on April 6, 1998 regarding the European single
currency (euro)) shall apply to each commercial Letter of Credit.

         (i) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Lender in accordance with its Pro Rata Share (i) a
Letter of Credit fee for each commercial Letter of Credit equal to the margin
listed under the heading "Letters of Credit" in the definition of Applicable
Rate times the actual daily maximum amount available to be drawn under each such
Letter of Credit, and (ii) a Letter of Credit fee for each standby Letter of
Credit equal to the margin listed under the heading "Letters of Credit" in the
definition of Applicable Rate times the actual daily maximum amount available to
be drawn under each such Letter of Credit. Such fee for each Letter of Credit
shall be due and payable on the last Business Day of each March, June, September
and December, commencing with the first such date to occur after the issuance of
such Letter of Credit, and on the Letter of Credit Subfacility Expiration Date.
If there is any change in the Applicable Rate during any quarter, the actual
daily amount of each standby Letter of Credit shall be computed and multiplied
by the Applicable Rate separately for each period during such quarter that such
Applicable Rate was in effect.

         (j) Fronting Fee and Documentary and Processing Charges Payable to L/C
Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a
fronting fee in an amount (i) with respect to each commercial Letter of Credit,
equal to 0.125% of the amount of such Letter of Credit, due and payable upon the
issuance thereof, and (ii) with respect to each standby Letter of Credit, equal
to 0.125% on the daily maximum amount available to be drawn thereunder, due and
payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, and on the Letter of Credit Subfacility
Expiration Date. In addition, the Borrower shall pay directly to the L/C Issuer
for its own account the customary issuance, presentation, amendment and other
processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect. Such fees and
charges are due and payable on demand and are nonrefundable.

         (k) Conflict with Letter of Credit Application. In the event of any
conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.


                                       33
<PAGE>   35

         2.06     PREPAYMENTS.

         (a) The Borrower may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay Committed Loans in whole or in part
without premium or penalty; provided that (i) such notice must be received by
the Administrative Agent (A) not later than 11:00 a.m., New York time, three
Business Days prior to any date of prepayment of Eurodollar Rate Committed
Loans, and (B) not later than 9:00 a.m., New York time, on the date of
prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Committed
Loans shall be in a principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall
be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in
excess thereof, or, if a lesser amount, the remaining principal amount of the
applicable Loans in any outstanding Borrowing. Each such notice shall specify
the date and amount of such prepayment and the Type(s) of Committed Loans to be
prepaid. The Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of such Lender's Pro Rata Share of such
prepayment. If such notice is given by the Borrower, the Borrower shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest thereon, together with any
additional amounts required pursuant to Section 3.05. Each such prepayment shall
be applied to the Committed Loans of the Lenders in accordance with their
respective Pro Rata Shares.

         (b) No Competitive Bid Loan may be prepaid without the prior consent of
the applicable Lender of such Competitive Bid Loan.

         (c) The Borrower may prepay Negotiated Bid Loans only in accordance
with the respective terms and conditions agreed to by the Borrower and the
applicable Lender in respect of any such Negotiated Bid Loan.

         (d) If for any reason the Outstanding Amount of all Loans and L/C
Obligations at any time exceeds the Aggregate Commitments then in effect, the
Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C
Obligations in an aggregate amount equal to such excess.

         2.07 OPTIONAL REDUCTION OR TERMINATION OF COMMITMENTS. The Borrower
may, upon notice to the Administrative Agent, terminate the Aggregate
Commitments, or permanently reduce the Aggregate Commitments to an amount not
less than the then Outstanding Amount of all Loans and L/C Obligations; provided
that (a) the Borrower shall not be obligated to pay any amount as a penalty in
connection with any such reduction or termination of the Aggregate Commitments,
except as required by Section 3.05 due to any repayment of Loans arising from
such reduction or termination, (b) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m., New York time, five Business
Days prior to the date of termination or reduction, and (c) any such partial
reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of
$1,000,000 in excess thereof. The Administrative Agent shall promptly notify the
Lenders of any such notice of reduction or termination of the Aggregate
Commitments. Once reduced in accordance with this Section, the Commitments may
not be increased. Any reduction of the Aggregate Commitments shall be applied to
the Commitment of


                                       34
<PAGE>   36

each Lender according to its Pro Rata Share. All facility fees and utilization
fees accrued until the effective date of any termination of the Aggregate
Commitments shall be paid on the effective date of such termination.

         2.08     REPAYMENT OF LOANS.

         (a) The Borrower shall repay to the Lenders on the Maturity Date the
aggregate principal amount of Committed Loans outstanding on such date.

         (b) The Borrower shall repay each Competitive Bid Loan on the last day
of the Interest Period in respect thereof.

         (c) The Borrower shall repay each Negotiated Bid Loan on the date
agreed to by the Borrower and the relevant Lender with respect to such
Negotiated Bid Loan.

         2.09     INTEREST.

         (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Committed Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the
Eurodollar Rate for such Interest Period plus the margin listed under the
heading "Eurodollar Rate" in the definition of Applicable Rate; (ii) each Base
Rate Loan shall bear interest on the outstanding principal amount thereof from
the applicable borrowing date at a rate per annum equal to the Base Rate plus
the margin listed under the heading "Base Rate" in the definition of Applicable
Rate; (iii) each Competitive Bid Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to
the Eurodollar Rate for such Interest Period plus (or minus) the Eurodollar Bid
Margin, or at the Absolute Rate for such Interest Period, as the case may be;
and (iv) each Negotiated Bid Loan shall bear interest on the outstanding
principal amount thereof at a rate per annum agreed to by the Lender making such
Loan and the Borrower with respect thereto.

         (b) If any amount payable by the Borrower under any Loan Document is
not paid when due (without regard to any applicable grace periods), such amount
shall thereafter bear interest at a fluctuating interest rate per annum at all
times equal to the Default Rate to the fullest extent permitted by applicable
Law. While any Event of Default exists or after acceleration, the Borrower shall
pay interest on the principal amount of all outstanding Obligations at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Law. Accrued and unpaid interest on
past due amounts (including interest on past due interest) shall be due and
payable upon demand.

         (c) Interest on each Loan (other than a Negotiated Bid Loan) shall be
due and payable in arrears on each Interest Payment Date applicable thereto and
at such other times as may be specified herein. Interest on each Negotiated Bid
Loan shall be due and payable in accordance with the terms agreed to by the
Lender making such Loan and the Borrower with respect thereto. Interest
hereunder shall be due and payable in accordance with the terms hereof before
and after judgment, and before and after the commencement of any proceeding
under any Debtor Relief Law.

         2.10     FEES.


                                       35
<PAGE>   37

         In addition to certain fees described in subsections (i) and (j) of
Section 2.05:

         (a) Facility Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with its Pro Rata Share, a facility
fee equal to the amount set forth under the heading "Facility Fee" in the
definition of Applicable Rate times the actual daily amount of the Aggregate
Commitments, regardless of usage. The facility fee shall accrue at all times
from the Closing Date until the Maturity Date and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date,
and on the Maturity Date. The facility fee shall be calculated quarterly in
arrears, and if there is any change in the Applicable Rate during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect. The facility fee shall accrue at all times, including at any time during
which one or more of the conditions in Article IV is not met.

         (b) Utilization Fee. The Borrower shall pay to the Administrative Agent
for the account of each Lender in accordance with each such Lender's Pro Rata
Share, a utilization fee equal to the amount set forth under the heading
"Utilization Fee" in the definition of Applicable Rate times the actual daily
aggregate Outstanding Amount of Committed Loans and L/C Obligations (such
aggregate amount, the "Outstanding Committed Obligations"). The utilization fee
shall accrue from the Closing Date until the Maturity Date at all times
(including at any time during which one or more of the conditions in Article IV
is not met) that the sum of the Outstanding Committed Obligations hereunder,
plus, if such agreement is in effect, the "Outstanding Obligations" under and as
defined in that Credit Agreement (364-Day) dated as of May 10, 2001 among the
Borrower, the lenders from time to time party thereto and SunTrust Bank, as
administrative agent for itself and such lenders (the "364-Day Credit
Agreement"), exceeds 50% of the Utilization Fee Base Amount, and shall be
payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the
Closing Date, and on the Maturity Date. For purposes hereof, the "Utilization
Fee Base Amount" means, at any time of determination: (i) if at such time the
"Commitments" under and as defined in the 364-Day Credit Agreement (the "364-Day
Commitments") have been terminated in full, the amount of the Aggregate
Commitments, and (ii) if at such time the 364-Day Commitments have not been
terminated in full, the sum of the Aggregate Commitments and the 364-Day
Commitments at such time. The utilization fee shall be calculated quarterly in
arrears and shall accrue at all times, including at any time during which one or
more of the conditions in Article IV is not met. If there is any change in the
Applicable Rate during any quarter, the actual daily amount of the Outstanding
Committed Obligations shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect.

         (c) Arrangement Fees. The Borrower shall pay arrangement and other fees
to the Arranger and the Syndication Agent for their own account in the amounts
and at the times specified in the letter agreement, dated March 21, 2001 (the
"Arranger Fee Letter"), among the Borrower, the Arranger and the Syndication
Agent. Such fees shall be fully earned when paid and shall be nonrefundable for
any reason whatsoever.


                                       36
<PAGE>   38

         (d) Agent's Fee. The Borrower shall pay an agency fee to the
Administrative Agent for the Administrative Agent's own account, in the amounts
and at the times specified in the letter agreement, dated May 7, 2001, between
the Borrower and the Administrative Agent (the "Agent Fee Letter"). Such fee
shall be fully earned when paid and shall be nonrefundable for any reason
whatsoever.

         (e) Lenders' Upfront Fee. On the Closing Date, the Borrower shall pay
to the Administrative Agent, for the account of the Lenders in accordance with
their respective Pro Rata Shares, an upfront fee in an amount set forth in the
Arranger Fee Letter. Such upfront fees are for the credit facilities committed
by the Lenders under this Agreement and are fully earned on the date paid. The
upfront fee paid to each Lender is solely for its own account and is
nonrefundable for any reason whatsoever.

         2.11 COMPUTATION OF INTEREST AND FEES. Interest on Base Rate Loans
shall be calculated on the basis of a year of 365 or 366 days, as the case may
be, and the actual number of days elapsed. Computation of all other types of
interest and all fees (other than interest in respect of any Negotiated Bid
Loans) shall be calculated on the basis of a year of 360 days and the actual
number of days elapsed, which results in a higher yield to the payee thereof
than a method based on a year of 365 or 366 days. Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid,
provided that any Loan that is repaid on the same day on which it is made shall
bear interest for one day. All calculations of interest in respect of any
Negotiated Bid Loan shall be on such basis as the Lender making such Loan and
the Borrower shall agree in connection with the arrangement thereof; provided
that, in the event of any dispute, such interest shall be calculated on the
basis of a 360-day year for the actual number of days (including the first day
but excluding the last day) elapsed.

         2.12     EVIDENCE OF DEBT.

         (a) The Credit Extensions made by each Lender shall be evidenced by one
or more accounts or records maintained by such Lender and by the Administrative
Agent in the ordinary course of business. The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon. Any failure to so 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 L/C
Obligations. In the event of any conflict between the accounts and records
maintained by any Lender and the accounts and records of the Administrative
Agent in respect of such matters, the accounts and records of such Lender shall
control. Upon the request of any Lender made through the Administrative Agent,
such Lender's Loans may be evidenced by a Committed Loan Note, a Competitive Bid
Loan Note or a Negotiated Bid Loan Note, as applicable, in addition to such
accounts or records. Each Lender may attach schedules to its Note(s) and endorse
thereon the date, Type (if applicable), amount and maturity of the applicable
Loans and payments with respect thereto.

         (b) In addition to the accounts and records referred to in subsection
(a), each Lender and the Administrative Agent shall maintain in accordance with
its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Letters of Credit.


                                       37
<PAGE>   39

In the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall
control.

         2.13     PAYMENTS GENERALLY.

         (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 2:00 p.m.,
New York time, on the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Pro Rata Share (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender's Lending Office. All payments received by the Administrative
Agent after 2:00 p.m., New York time, shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue. Without limiting the generality of the foregoing, the Borrower shall
make each payment in respect of a Negotiated Bid Loan not later than 3:00 p.m.
(local time at the place of payment) on the day when due to or for the account
of the Lender making such Loan at such location as may be agreed by the Borrower
and such Lender in connection with the making of such Negotiated Bid Loan, upon
such terms as such Lender and the Borrower shall agree in connection with the
making thereof.

         (b) Subject to the definition of "Interest Period," if any payment to
be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.

         (c) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, L/C Borrowings,
interest and fees then due hereunder, such funds shall be applied (i) first,
toward costs and expenses (including Attorney Costs and amounts payable under
Article III) incurred by the Administrative Agent and each Lender, (ii) second,
toward repayment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (iii) third, toward repayment of principal and L/C
Borrowings then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and L/C Borrowings then due to such
parties.

         (d) Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:


                                       38
<PAGE>   40

                  (i) if the Borrower failed to make such payment, each Lender
         shall forthwith on demand repay to the Administrative Agent the portion
         of such assumed payment that was made available to such Lender in
         immediately available funds, together with interest thereon in respect
         of each day from and including the date such amount was made available
         by the Administrative Agent to such Lender to the date such amount is
         repaid to the Administrative Agent in immediately available funds, at
         the Federal Funds Rate from time to time in effect; and

                  (ii) if any Lender failed to make such payment, such Lender
         shall forthwith on demand pay to the Administrative Agent the amount
         thereof in immediately available funds, together with interest thereon
         for the period from the date such amount was made available by the
         Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "Compensation Period") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender pays such amount to the Administrative Agent,
         then such amount shall constitute such Lender's Committed Loan or
         Competitive Bid Loan, as the case may be, included in the applicable
         Borrowing. If such Lender does not pay such amount within two Business
         Days after the Administrative Agent's demand therefor, the
         Administrative Agent may make a demand therefor upon the Borrower, and
         the Borrower shall pay such amount to the Administrative Agent,
         together with interest thereon for the Compensation Period at a rate
         per annum equal to the rate of interest applicable to the applicable
         Borrowing. Nothing herein shall be deemed to relieve any Lender from
         its obligation to fulfill its Commitment or to prejudice any rights
         which the Administrative Agent or the Borrower may have against any
         Lender as a result of any default by such Lender hereunder.

         A notice of the Administrative Agent to any Lender with respect to any
amount owing under this subsection (d) shall be conclusive, absent manifest
error.

         (e) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and the conditions to the applicable Credit Extension set forth
in Article IV are not satisfied or waived in accordance with the terms hereof,
the Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

         (f) The obligations of the Lenders hereunder to make Committed Loans
and to fund participations in Letters of Credit are several and not joint. The
failure of any Lender to make any Committed Loan or to fund any such
participation on any date required hereunder shall not relieve any other Lender
of its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Committed Loan or
purchase its participation.

         (g) Subject to Section 3.09, nothing herein shall be deemed to obligate
any Lender to obtain the funds for any Loan in any particular place or manner or
to constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.


                                       39
<PAGE>   41

         2.14 SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of any Committed Loans made
by it, or the participations in L/C Obligations held 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) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations
in the Committed Loans made by them and/or such subparticipations in the
participations in L/C Obligations held by them as shall be necessary to cause
such purchasing Lender to share the excess payment in respect of such Loans or
such participations, as the case may be, pro rata with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender, such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to Section 10.09) with respect to
such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. The Administrative Agent will keep
records (which shall be conclusive and binding in the absence of manifest error)
of participations purchased under this Section 2.14 and will in each case notify
the Lenders following any such purchases or repayments. Each Lender that
purchases a participation pursuant to this Section shall from and after such
purchase have the right to give all notices, requests, demands, directions and
other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01     TAXES.

         (a) Any and all payments made by the Borrower to or for the account of
the Administrative Agent or any Lender under any Loan Document shall be made
free and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto incurred in connection with,
or as a direct or indirect result of, any Borrowing or payment on a Borrowing,
or other payments made pursuant to this Agreement, excluding, in the case of the
Administrative Agent and each Lender, (i) taxes imposed on or measured by its
net income, and franchise taxes imposed on it (in lieu of net income taxes), by
the jurisdiction (or any political subdivision thereof) under the Laws of which
the Administrative Agent or such Lender, as the case may be, is organized or
maintains a lending office, and (ii) taxes imposed as a result of a present or
former connection between the jurisdiction of the government or taxing authority
imposing such tax (or any political subdivision or taxing authority thereof or
therein) and the Administrative Agent or any Lender (excluding a connection
arising principally as a result of the Administrative Agent or any Lender having
executed, delivered or performed its obligations or


                                       40
<PAGE>   42

received a payment under, or enforced, any Loan Document) (all such non-excluded
taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or
similar charges, and liabilities being hereinafter referred to as "Taxes"). If
the Borrower shall be required by any Laws to deduct any Taxes from or in
respect of any sum payable under any Loan Document to the Administrative Agent
or any Lender, (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section), the Administrative Agent and such Lender
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable Laws, and (iv) within 30 days
after the date of such payment, the Borrower shall furnish to the Administrative
Agent (which shall forward the same to such Lender) the original or a certified
copy of a receipt evidencing payment thereof or other evidence of payment
reasonably satisfactory to the Administrative Agent.

         (b) In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "Other Taxes").

         (c) If the Borrower shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender specifies as
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income, and all available tax
credits) such Lender would have received if such Taxes or Other Taxes had not
been imposed.

         (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under Section 3.01(c) and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, in each case
whether or not such Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. In the event that such Taxes or
Other Taxes referred to in clause (iii) shall exceed $100,000, the Lender
subject to such Tax or Other Tax shall (x) notify the Borrower of such
imposition or assertion and (y) the Borrower, solely at its own expense, may
cause such Lender to contest the imposition or assertion of such Tax or Other
Tax as to which there exists no reasonable basis. The Borrower shall fully
indemnify such Lender for all costs (including any liabilities, penalties,
interest and expenses) incurred by such Lender in connection with any such
contest to the extent necessary to preserve such Lender's after-tax yield.
Nothing contained in this Section (A) obligates the Administrative Agent or any
Lender (or any of their respective Affiliates) to disclose to the Borrower any
of its tax records or materials relating thereto, (B) shall interfere with the
right of the Administrative Agent or any Lender (or any of their respective
Affiliates) to arrange its taxation and financial affairs in whatever manner it
deems appropriate, or (C) obligates the Administrative Agent or any Lender


                                       41
<PAGE>   43

(or any of their respective Affiliates) to claim relief from taxation on its
corporate profits or, subject to clause (y) above, to claim any credits,
deductions or other relief otherwise available to it with respect to its tax
affairs. Payment under this subsection (d) shall be made within 30 days after
the date the Lender or the Administrative Agent makes a demand therefor.

         3.02 ILLEGALITY. If the introduction, interpretation or administration
of any Law shall, after the date hereof, make it unlawful, or if any
Governmental Authority asserts that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or if
any such circumstance materially restricts the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the applicable offshore
Dollar market, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Committed
Loans shall be suspended until such Lender notifies the Administrative Agent and
the Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period thereof, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrower shall also pay interest on
the amount so prepaid or converted. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will
not, in the good faith judgment of such Lender, otherwise be materially
disadvantageous to such Lender.

         3.03 INABILITY TO DETERMINE RATES. If the Administrative Agent
determines in connection with any request for a Eurodollar Rate Loan or a
conversion to or continuation thereof that (a) Dollar deposits are not being
offered to banks in the applicable offshore Dollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and
reasonable means do not exist for determining the Eurodollar Rate for such
Eurodollar Rate Loan, or (c) the Eurodollar Rate for such Eurodollar Rate Loan
does not adequately and fairly reflect the cost to the Lenders of funding such
Eurodollar Rate Loan, the Administrative Agent will promptly, but in any event
not later than the first day of the Interest Period related to such Loan (or the
conversion or continuation thereof, as the case may be), notify the Borrower and
all Lenders. Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Committed Borrowing, conversion or continuation of Eurodollar Rate
Loans or, failing that, will be deemed to have converted such request into a
request for a Committed Borrowing of Base Rate Loans in the amount specified
therein.

         3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY RESERVES ON
EURODOLLAR RATE LOANS.

         (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining


                                       42
<PAGE>   44

Eurodollar Rate Loans or (as the case may be) issuing or participating in
Letters of Credit, or a reduction in the amount received or receivable by such
Lender in connection with any of the foregoing (excluding for purposes of this
subsection (a) any such increased costs or reduction in amount resulting from
(i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes
in the basis of taxation of overall net income or overall gross income by the
United States or any foreign jurisdiction or any political subdivision of either
thereof under the Laws of which such Lender is organized or has its Lending
Office, and (iii) reserve requirements contemplated by Section 3.04(c)), then
from time to time upon demand of such Lender (with a copy of such demand to the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such increased cost or reduction.

         (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such reduction.

         (c) The Borrower shall pay to each Lender, as long as such Lender shall
be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as
"Eurocurrency liabilities"), additional costs on the unpaid principal amount of
each Eurodollar Rate Loan equal to the actual costs of such reserves allocated
to such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive), which shall be due and payable on each date
on which interest is payable on such Loan, provided that the Borrower shall have
received at least 15 days' prior notice (with a copy to the Administrative
Agent) of such additional interest from such Lender. If a Lender fails to give
notice 15 days prior to the relevant Interest Payment Date, such additional
interest shall be due and payable 15 days from receipt of such notice.

         3.05 FUNDING LOSSES. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any actual cost or expense
incurred by it as a result of:

         (a) any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise);

         (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower; or

         (c) any assignment of a Eurodollar Rate Loan on a day other than the
last day of the Interest Period therefor as a result of a request by the
Borrower pursuant to Section 10.16;


                                       43
<PAGE>   45

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
Notwithstanding the foregoing, the Borrower shall have no obligation to pay any
Lender any amount arising under subsection (a) to the extent that such amount
exceeds the amount, if any, by which (i) the present value of the additional
interest which would have been payable to such Lender if the applicable Loan had
not been prematurely continued, converted, paid or prepaid exceeds (ii) the
present value of the interest which would have been receivable by such Lender as
a result of placing the amount so received by such Lender as a consequence of
the continuation, conversion, payment or prepayment of such Loan on deposit in
the applicable offshore Dollar interbank market for a term equal to the number
of days remaining in the Interest Period related to such Loan. For purposes of
calculating the present value of any interest payments referred in the
immediately preceding sentence, such interest payments shall be discounted at a
rate equal to the sum of (x) the Eurodollar Rate in effect on the date two
Business Days prior to the date the Borrower continues, converts, pays or
prepays any Loan in the manner described in subsection (a), and (y) the margin
listed under the heading "Eurodollar Rate" in the definition of "Applicable
Rate." The Borrower shall also pay any customary administrative fees charged by
such Lender in connection with the foregoing. The foregoing indemnity shall not
apply to any special, incidental or consequential damages.

         For purposes of calculating amounts payable by the Borrower to the
Lenders under this Section 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Committed Loan made by it at the Eurodollar Rate for such Loan
by a matching deposit or other borrowing in the applicable offshore Dollar
interbank market for a comparable amount and for a comparable period, whether or
not such Eurodollar Rate Committed Loan was in fact so funded.

         3.06     MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

         (a) A certificate of the Administrative Agent or any Lender claiming
compensation under this Article III and setting forth in reasonable detail the
basis for computing the additional amount or amounts to be paid to it hereunder
shall be provided to the Borrower and shall be conclusive in the absence of
manifest error. In determining such amount, the Administrative Agent or such
Lender may use any reasonable averaging and attribution methods.

         (b) Upon any Lender's making a claim for compensation under Section
3.01 or 3.04, the Borrower may remove or replace such Lender in accordance with
Section 10.16.

         3.07 APPLICABILITY TO NEGOTIATED BID LOANS. The terms of Article III
shall apply to all Negotiated Bid Loans made by any Lender to the Borrower
hereunder, except to the extent otherwise agreed by the Borrower and any such
Lender with respect to any such Loan.

         3.08 SURVIVAL. All of the Borrower's obligations under this Article III
shall survive termination of the Commitments and payment in full of all the
other Obligations.

         3.09     CHANGE IN LENDING OFFICE; LIMITATION ON INCREASED COSTS.

         (a) Each Lender agrees that it will use reasonable efforts to designate
an alternate lending office with respect to any of its Loans affected by the
matters or circumstances described


                                       44
<PAGE>   46

in Sections 3.01, 3.02, or 3.04 to reduce the liability of the Borrower or avoid
the results provided thereunder, so long as such designation is not
disadvantageous to such Lender as determined by such Lender in its sole
discretion; provided that nothing in this Section 3.09 shall affect or postpone
any of the obligations of the Borrower or the right of any Lender provided in
such Sections.

         (b) Notwithstanding Section 3.04, the Borrower shall only be obligated
to compensate the Lenders for amounts arising under Section 3.04 to the extent
such amounts arose during (i) any time or period commencing not more than 6
months prior to the date on which such Lender notifies the Administrative Agent
and the Borrower that such Lender proposes to demand compensation under Section
3.04 and (ii) any time or period during which, because of the unannounced
retroactive application of any statute, regulation or other basis, such Lender
could not have known that such amount might arise or accrue.

                                  ARTICLE IV.
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

         4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of each
Lender to make its initial Credit Extension hereunder, and the right of the
Borrower to request the making of the initial Competitive Bid Loan and
Negotiated Bid Loan, are subject to satisfaction of the following conditions
precedent:

         (a) Unless waived by all the Lenders (or by the Administrative Agent
with respect to immaterial matters or items specified in clause (vi) below with
respect to which the Borrower has given assurances satisfactory to the
Administrative Agent that such items shall be delivered promptly following the
Closing Date), the Administrative Agent's receipt of the following, each of
which shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
Borrower, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and its legal counsel:

                  (i) executed counterparts of this Agreement, sufficient in
         number for distribution to the Administrative Agent, the Syndication
         Agent, each Lender and the Borrower;

                  (ii) Committed Loan Notes executed by the Borrower in favor of
         each Lender requesting such a Note, each in a principal amount equal to
         such Lender's Commitment;

                  (iii) Competitive Bid Loan Notes executed by the Borrower in
         favor of each Lender requesting such a Note, each in the principal
         amount of the Competitive Bid Loan Sublimit;

                  (iv) Negotiated Bid Loan Notes executed by the Borrower in
         favor of each Lender requesting such a Note, each in the principal
         amount of the Negotiated Bid Loan Sublimit;


                                       45
<PAGE>   47

                  (v) such certificates of resolutions or other action,
         incumbency certificates and/or other certificates of the Secretary or
         Assistant Secretary of the Borrower as the Administrative Agent may
         require to establish the identities of and verify the authority and
         capacity of each Responsible Officer thereof authorized to act as a
         Responsible Officer in connection with this Agreement and the other
         Loan Documents to which the Borrower is a party;

                  (vi) such evidence as the Administrative Agent may reasonably
         require to verify that the Borrower is duly organized or formed,
         validly existing, in good standing and qualified to engage in business
         in each jurisdiction (A) in which it is incorporated or has any
         headquarter function, or (B) in which it has a substantial operating
         facility; including certified copies of the Borrower's Organization
         Documents and certificates of good standing and qualification to engage
         in business;

                  (vii) a certificate signed by a Responsible Officer of the
         Borrower certifying (A) that the conditions specified in Sections
         4.02(a) and (b) have been satisfied, (B) that there has been no event
         or circumstance since the date of the Audited Financial Statements
         which has or could be reasonably expected to have a Material Adverse
         Effect; and (C) the current Debt Ratings;

                  (viii) an affirmative opinion of counsel to the Borrower
         addressing such matters as are set forth in Exhibit F hereto;

                  (ix) evidence (A) that all amounts outstanding under the
         Existing Credit Facility have been repaid, and (B) that the
         "commitments" of the lenders under the Existing Credit Facility have
         been or concurrently with the Closing Date are being terminated; and

                  (x) such other assurances, certificates, documents or consents
         as the Administrative Agent, the Syndication Agent, the L/C Issuer or
         the Required Lenders reasonably may require.

         (b) Any fees required to be paid on or before the Closing Date in
connection herewith shall have been paid.

         (c) Unless waived by the Administrative Agent or the Syndication Agent,
respectively, the Borrower shall have paid all Attorney Costs of the
Administrative Agent and the Syndication Agent to the extent invoiced prior to
or on the Closing Date, plus such additional amounts of Attorney Costs as shall
constitute the Administrative Agent's and the Syndication Agent's reasonable
estimates of Attorney Costs incurred or to be incurred by each of them through
the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between the Borrower and the
Administrative Agent or the Borrower and the Syndication Agent).

         4.02 CONDITIONS TO ALL CREDIT EXTENSIONS. The obligation of each Lender
to honor any Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type, or a
continuation of Committed Loans as the same Type) is subject to the following
conditions precedent:


                                       46
<PAGE>   48

         (a) The representations and warranties of the Borrower contained in
Article V, or which are contained in any document furnished at any time under or
in connection herewith, shall be true and correct in all material respects on
and as of the date of such Credit Extension, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date.

         (b) No Default or Event of Default shall exist, or would result from
such proposed Credit Extension.

         (c) The Administrative Agent and, if applicable, the L/C Issuer, shall
have received a Request for Credit Extension in accordance with the requirements
hereof.

         Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Committed Loans to the other Type or a
continuation of Committed Loans as the same Type) submitted by the Borrower
shall be deemed to be a representation and warranty that the conditions
specified in Sections 4.02(a) and (b) have been satisfied on and as of the date
of the applicable Credit Extension.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:

         5.01 EXISTENCE, QUALIFICATION. The Borrower is a corporation duly
incorporated, validly existing and in good standing under the Laws of its
jurisdiction of incorporation and is in good standing under the Laws of the
State of Florida.

         5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by the Borrower of each Loan Document are within its corporate
powers, have been duly authorized by all necessary corporate action, and do not
contravene (a) the Borrower's Organization Documents, (b) any applicable Laws or
(c) any material contractual restriction binding on or affecting the Borrower.

         5.03 GOVERNMENTAL AUTHORIZATION. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority or any
other Person is required for the due execution, delivery and performance by the
Borrower of any Loan Document.

         5.04 BINDING EFFECT. This Agreement is, and each other Loan Document
when delivered hereunder will be, the legal, valid and binding obligation of the
Borrower enforceable against it in accordance with its respective terms except
that such enforcement may be limited by applicable bankruptcy, insolvency and
other similar laws affecting creditors' rights generally.

         5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE CHANGE.

         (a) The Audited Financial Statements, copies of which have been
furnished to the Lenders, fairly present the consolidated financial condition of
the Borrower and its Subsidiaries as of June 30, 2000 and the results of the
operations of the Borrower and its Subsidiaries for the fiscal year ended on
such date, all in accordance with GAAP consistently applied.


                                       47
<PAGE>   49

         (b) Since the date of the Audited Financial Statements, there has been
no material adverse change in such conditions or operations.

         5.06 LITIGATION. Except as set forth on Schedule 5.06, there is no
pending or, to the Borrower's knowledge, threatened action or proceeding
affecting the Borrower or any of its Subsidiaries before any court, Governmental
Authority or arbitrator which could reasonably be expected to have a Material
Adverse Effect.

         5.07 ERISA COMPLIANCE. No Reportable Event has occurred during the
five-year period prior to the date on which this representation is made or
deemed made with respect to any Plan, and each Plan has, during this five-year
period, complied in all material respects with the applicable provisions of
ERISA and the Code. There is no outstanding Lien under ERISA or the Code with
respect to any Plan. The present value of all accrued benefits under each Single
Employer Plan (based on those assumptions used to fund the Plans) did not, as of
the last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits. Neither the Borrower nor any Commonly Controlled Entity
has had a complete or partial withdrawal from any Multiemployer Plan with
respect to which there is an outstanding liability, and neither the Borrower nor
any Commonly Controlled Entity would become subject to any liability under ERISA
if the Borrower or any such Commonly Controlled Entity were to withdraw
completely from all Multiemployer Plans as of the valuation date most closely
preceding the date on which this representation is made or deemed made. No such
Multiemployer Plan is in Reorganization or Insolvency.

         5.08 REAL PROPERTY. To the Borrower's knowledge, each of the
representations and warranties set forth in paragraphs (a) through (e) of this
Section 5.08 is true and correct with respect to each parcel or real property
owned or operated by the Borrower and its Subsidiaries (the "Properties"),
except to the extent that the facts and circumstances giving rise to any such
failure to be so true and correct would not reasonably be expected to have a
Material Adverse Effect:

         (a) The Properties do not contain, and have not previously contained,
in, on, or under such Properties, including without limitation, the soil and
groundwater thereunder, any Hazardous Materials in concentrations which violate
Environmental Laws.

         (b) The Properties and all operations and facilities at the Properties
are in compliance with all Environmental Laws, and there is no Hazardous
Materials contamination or violation of any Environmental Law which could
interfere with the continued operation of any of the Properties or impair the
fair saleable value of any thereof.

         (c) Neither the Borrower nor any of its Subsidiaries has received any
complaint, notice of violation, alleged violation, investigation or advisory
action or of potential liability or of potential responsibility regarding
environmental protection matters or permit compliance with regard to the
Properties, nor is the Borrower aware that any Governmental Authority is
contemplating delivery to the Borrower or any of its Subsidiaries of any such
notice.


                                       48
<PAGE>   50

         (d) Hazardous Materials have not been generated, treated, stored,
disposed of, at, on or under any of the Properties, nor have any Hazardous
Materials been transferred from the Properties to any other location.

         (e) There are no governmental, administrative actions or judicial
proceedings pending or contemplated under any Environmental Laws to which the
Borrower or any of its Subsidiaries is or will be named as a party with respect
to the Properties, nor are there any consent decrees or other decrees, consent
orders, administrative orders or other orders, or other administrative or
judicial requirements, outstanding under any Environmental Law with respect to
any of the Properties.

         5.09 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT.

         (a) The Borrower is not generally engaged in the business of extending
credit or in the business of purchasing or carrying Margin Stock (within the
meaning of Regulation U issued by the Board), and the Borrowings hereunder will
not be used for the purpose of carrying Margin Stock in a manner which (i) would
violate or result in a violation of Regulations T, U or X issued by the Board,
or (ii) would constitute a Hostile Acquisition involving Margin Stock.

         (b) None of the Borrower, any Person controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

         5.10 OUTSTANDING LOANS(a). The aggregate principal amount of Loans
outstanding to the Lenders under the Commitments (including all Competitive Bid
Loans and Negotiated Bid Loans outstanding thereunder) does not exceed the
aggregate amount of the Commitments.

         5.11 TAXES. The Borrower and its Subsidiaries have filed all Federal,
state and other material tax returns and reports required to be filed, and have
paid all Federal, state 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 (a) those which are being contested in
good faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP, and (b) those required, levied or imposed by
foreign governments if, in the opinion of the board of directors of the
Borrower, the filing or payment thereof shall no longer be advantageous to the
Borrower or such Subsidiary in the conduct of its business and the failure to so
file or pay would not in the aggregate have a Material Adverse Effect. There is
no proposed tax assessment against the Borrower or any Subsidiary that would, if
made, have a Material Adverse Effect.

         5.12 INTELLECTUAL PROPERTY; LICENSE, ETC.. In all material respects,
the Borrower and its Subsidiaries own, or possess the right to use, all of the
trademarks, service marks, trade names, copyrights, patents, patent rights,
franchises, licenses and other intellectual property rights (together, "IP
Rights") that are reasonably necessary for the operation of their respective
businesses, without, to the Borrower's knowledge, conflict with the rights of
any other Person.


                                       49
<PAGE>   51

Except as specifically disclosed in Schedule 5.12, to the best knowledge of the
Borrower as of the Closing Date, (a) no claim or litigation regarding any of the
foregoing is pending or threatened and no patent, invention, device,
application, principle or any statute, law, rule, regulation, standard or code
is pending or proposed, and (b) no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Borrower or any Subsidiary, infringes upon
any rights held by any other Person; which, in either case, could reasonably be
expected to result in a Material Adverse Effect.

         5.13 DISCLOSURE. No statement, information, report, representation, or
warranty made by the Borrower in any Loan Document or furnished to the
Administrative Agent or any Lender by or on behalf of the Borrower in connection
with any Loan Document contains any untrue statement of material fact or omits
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower shall, unless the Required Lenders shall
otherwise consent in writing:

         6.01 REPORTING REQUIREMENTS.

         Deliver to the Administrative Agent (with sufficient copies for
distribution to each Lender):

         (a) as soon as available, but in any event within 120 days after the
end of each fiscal year of the Borrower, a consolidated balance sheet of the
Borrower and its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all in reasonable detail, audited and accompanied by a report and opinion of
Ernst & Young LLP or another independent certified public accountant of
nationally recognized standing reasonably acceptable to the Required Lenders,
which report and opinion shall be prepared in accordance with GAAP and shall not
be subject to any qualifications or exceptions as to the scope of the audit nor
to any going concern qualification;

         (b) as soon as available, but in any event within 60 days after the end
of each of the first three fiscal quarters of each fiscal year of the Borrower
(commencing with the fiscal quarter ended nearest March 31, 2001), a
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of
such fiscal quarter, and the related consolidated statements of income and cash
flows for such fiscal quarter and for the portion of the Borrower's fiscal year
then ended, setting forth in each case in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year, all in reasonable detail and certified by a
Responsible Officer of the Borrower as fairly presenting the financial
condition, results of operations and cash flows of the Borrower and its
Subsidiaries in


                                       50
<PAGE>   52

accordance with GAAP, subject only to normal year-end audit adjustments and the
absence of footnotes;

         (c) promptly after the sending or filing thereof, copies of all reports
which the Borrower sends to any of its security holders, and copies of all
reports and registration statements which the Borrower or any Subsidiary files
with the Securities and Exchange Commission or any national securities exchange;
provided that the Borrower shall not be required to furnish copies of
registration statements filed on Form S-8 or Form 144, or exhibits to the
reports and registration statements referred to in this subsection (c);

         (d) promptly after the filing or receiving thereof, copies of all
reports and notices which the Borrower, any of its Subsidiaries or any Commonly
Controlled Entity files under ERISA with the PBGC or the United States
Department of Labor or which the Borrower, any of its Subsidiaries or any
Commonly Controlled Entity receives from the PBGC; provided that the Borrower
shall not be required to furnish copies of the reports and notices referred to
in this subsection (d) until such time as the aggregate unfunded vested
liabilities under all Plans maintained for employees of the Borrower and any
Commonly Controlled Entity and covered by Title IV of ERISA exceed 4.00% of
Shareholders' Equity as reflected in the financial statements most recently
furnished by the Borrower to the Lenders pursuant to this Section 6.01;

         (e) promptly subsequent to the rendering thereof and, upon a
Responsible Officer becoming aware thereof, notice of the rendering against the
Borrower or any of its Subsidiaries of any final judgment or order for the
payment of money in excess of the Threshold Amount (or its equivalent in another
applicable currency), together with a description in reasonable detail of the
relevant circumstances and the action which the Borrower proposes to take in
response thereto;

         (f) promptly, notice of any Event of Default or any Default hereunder,
together with a description in reasonable detail of the relevant circumstances
and the action which the Borrower proposes to take in response thereto;

         (g) promptly, (i) of the occurrence of any ERISA Event arising under
subsections (c), (d), (e) or (f) of the definition of "ERISA Event" and (ii) of
the occurrence of any other ERISA Event that has resulted or could reasonably be
expected to result in a Material Adverse Effect; in each case, together with a
description in reasonable detail of the relevant circumstances and the action
which the Borrower proposes to take in response thereto;

         (h) promptly, of any announcement by Moody's or S&P of any downgrade or
possible downgrade in a Debt Rating; and

         (i) such other information respecting the conditions or operations,
financial or otherwise, of the Borrower or any of its Subsidiaries as any
Lender, through the Administrative Agent, may from time to time reasonably
request.

         Reports required to be delivered pursuant to Sections 6.01(a), (b) or
(c) shall be deemed to have been delivered on the date on which the Borrower
posts such reports on the Borrower's website on the Internet at the website
address listed on Schedule 10.02 hereof or when such report is posted on the
Securities and Exchange Commission's website at www.sec.gov;


                                       51
<PAGE>   53

provided that (x) the Borrower shall deliver paper copies of such reports to the
Administrative Agent upon request or to any Lender who requests the Borrower to
deliver such paper copies until written request to cease delivering paper copies
is given by the Administrative Agent or such Lender, and (y) the Borrower shall,
on or before the required delivery date, notify by facsimile the Administrative
Agent and each Lender of the posting of any such reports. The Administrative
Agent shall have no obligation to request the delivery or to maintain copies of
the reports referred to above, and in any event shall have no responsibility to
monitor compliance by the Borrower with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such reports.

         6.02 CORPORATE EXISTENCE. Maintain its corporate existence and good
standing in its jurisdiction of incorporation and maintain its qualification as
a foreign corporation and good standing in all jurisdictions where the failure
to so qualify would have a Material Adverse Effect.

         6.03 COMPLIANCE WITH LAWS, ETC. Comply, and cause each of its
Subsidiaries to comply, with all applicable laws, rules, regulations and orders
where the failure to so comply would have a Material Adverse Effect, such
compliance to include, without limitation, paying before the same become
delinquent all taxes, assessments and governmental charges imposed upon it or
upon its property, except to the extent otherwise permitted by Section 6.08.

         6.04 CERTIFICATES. Furnish to the Administrative Agent (in sufficient
copies for distribution to each Lender), concurrently with the delivery of the
financial statements referred to in Sections 6.01(a) and (b), a Compliance
Certificate signed by a Responsible Officer (a) stating that, to such
Responsible Officer's knowledge, the Borrower during such period has in all
material respects observed or performed all of its covenants and other
agreements and satisfied every condition contained in this Agreement and in each
other Loan Document to be observed, performed or satisfied by it, and that such
Responsible Officer has obtained no knowledge of any Event of Default except as
specified in such certificate, and (b) showing in reasonable detail the
calculation supporting such statement in respect of Sections 7.01(q), 7.03 and
7.06.

         6.05 COVENANT TO SECURE NOTES EQUALLY. Without affecting the
obligations of the Borrower under Section 7.01, if the Borrower or any of its
Subsidiaries shall create, assume, incur or suffer to exist any Lien upon any of
their respective property or assets, whether now owned or hereafter acquired,
other than Permitted Liens (unless prior written consent to the creation or
assumption thereof shall have been obtained from the Required Lenders pursuant
to Section 10.01), then the Borrower shall make or cause to be made effective
provisions whereby the Obligations shall be secured by such Lien equally and
ratably with any and all other Debt or other obligations thereby secured, and
such security shall be created and conveyed by documentation satisfactory in
scope, form and substance to the Administrative Agent and shall continue in full
force and effect until the same is released by the Lenders, for as long as the
Debt or other obligations are secured thereby and in any case the Obligations
shall have the benefit, to the full extent that the holders may be entitled
thereto under applicable law, of an equitable lien on such property or assets
equally and ratably securing the Obligations.

         6.06 MAINTENANCE OF PROPERTIES. Maintain all of its property in good
repair, working order and condition, reasonable wear and tear excepted, and from
time to time to make all proper repairs, renewals or replacements, betterments
and improvements thereto so that the business


                                       52
<PAGE>   54

carried on in connection therewith may be properly conducted at all times, and
cause its Subsidiaries to do so, except where the failure to make such repairs,
renewals, replacements, betterments or improvements would not, in the aggregate,
have a Material Adverse Effect.

         6.07 MAINTENANCE OF INSURANCE. Keep, and cause each of its Subsidiaries
to keep, all of its insurable properties insured against loss or damage by
theft, fire, smoke, sprinklers, riot and explosion, such insurance to be in such
form, in such amount and against such other risks and hazards as are customarily
maintained by other Persons operating similar businesses and having similar
properties in the same general areas in which the Borrower and its Subsidiaries
own property.

         6.08 TAXES AND OTHER CLAIMS. Pay and discharge, and cause each of its
Subsidiaries to pay and discharge, before the same shall become delinquent, (a)
all tax liabilities, assessments and governmental charges or levies imposed upon
it or its properties or assets, and (b) all known lawful claims which, if
unpaid, might by law become a Lien upon its property; provided that neither the
Borrower nor any of its Subsidiaries shall be required to pay or discharge (x)
any such tax, assessment, charge or claim which is being contested in good faith
and by proper proceedings and for which adequate reserves have been provided in
accordance with GAAP or (y) any such taxes or assessments levied by foreign
governments if, in the opinion of the board of directors of the Borrower,
payment thereof shall no longer be advantageous to the Borrower or such
Subsidiary in the conduct of its business and the failure to so pay would not in
the aggregate have a Material Adverse Effect.

         6.09 ENVIRONMENTAL LAWS.

         (a) Comply with, and use commercially reasonable efforts to ensure
compliance by all tenants and subtenants, if any, with all Environmental Laws
and obtain and comply with and maintain, and ensure that all tenants and
subtenants obtain and comply with and maintain, any and all licenses, approvals,
registration or permits required by Environmental Laws, and cause each of its
Subsidiaries to do so, except to the extent that failure to do so would not be
reasonably expected to have a Material Adverse Effect;

         (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply with all lawful orders and directives of
all Governmental Authorities respecting Environmental Laws, and cause each of
its Subsidiaries to do so except to the extent that the same are being contested
in good faith by appropriate proceedings and the pendency of such proceedings
would not be reasonably expected to have a Material Adverse Effect; and

         (c) Defend, indemnify and hold harmless the Administrative Agent and
each Lender, and their respective employees, agents, officers and directors,
from and against any actual and direct claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature, known or unknown, contingent or otherwise, arising out of, or in any way
relating to the violation of or noncompliance with any Environmental Laws
applicable to the real property owned or operated by the Borrower or any of its
Subsidiaries, or any orders, requirements or demands of Governmental Authorities
related thereto, including, without limitation, attorney's and consultant's
fees, investigation and laboratory fees, court costs and


                                       53
<PAGE>   55

litigation expenses, except to the extent that any of the foregoing arise out of
the gross negligence or willful misconduct of the party seeking indemnification
therefor; provided that the indemnification provided for by this paragraph shall
survive the repayment of the Notes and the termination of the Commitments for a
period of five years.

         6.10 BOOKS AND RECORDS. Keep, and cause each of its Material
Subsidiaries to keep, proper books of record and account, containing complete
and accurate entries of all their respective financial and business
transactions.

         6.11 COMPLIANCE WITH ERISA. Do, and cause each of its Commonly
Controlled Entities to do, each of the following: (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;
except, in each case, where the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower shall not, without the written consent of
the Required Lenders:

         7.01 LIENS. Create, assume, incur or suffer to exist, or allow any
Subsidiary to create, assume, incur or suffer to exist, except by a Subsidiary
in favor of the Borrower or another wholly-owned Subsidiary, any Lien on any of
its property or assets or any shares of capital stock or indebtedness of any
Subsidiary, whether now owned or hereafter acquired, or assigned, except:

         (a) Liens incurred in connection with the Cash Collateralization of any
L/C Obligations;

         (b) Liens for taxes not yet due, or Liens for taxes being contested in
good faith and by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP;

         (c) Liens in respect of property or assets of the Borrower or any
Subsidiary imposed by law, which were incurred in the ordinary course of
business, such as carriers', warehousemen's and mechanics' liens and other
similar Liens arising in the ordinary course of business and (i) which do not in
the aggregate materially detract from the value of such property or assets or
materially impair the use thereof in the operations of the business of the
Borrower or any Subsidiary or (ii) which are being contested in good faith by
appropriate proceedings for which adequate reserves have been established in
accordance with GAAP and which proceedings have the effect of preventing the
forfeiture or sale of the property or assets subject to any such Lien;

         (d) Liens in existence on the Closing Date and disclosed on Schedule
7.01 hereto;


                                       54
<PAGE>   56

         (e) Liens existing prior to the time of acquisition (other than Liens
created, assumed or incurred in anticipation of acquisition) upon any property
acquired by the Borrower or any Subsidiary through purchase, merger or
consolidation or otherwise, if the payment of the indebtedness secured thereby
or interest thereon will not become, by assumption or otherwise, a personal
obligation of the Borrower or a Subsidiary;

         (f) any Lien placed upon property hereafter acquired by the Borrower or
any Subsidiary or placed upon any equipment, land, buildings, or other
properties purchased or constructed which secures Debt incurred for its purchase
or construction; provided that (i) such Lien shall cover only hereafter acquired
property or property on which construction occurs, and (ii) any such Lien shall
be created within six months of the acquisition of such property; and provided,
further, that the amount of Debt secured by any such Lien shall not exceed 100%
of the lesser of the fair market value at the time of acquisition or the cost of
the encumbered property, equipment, land or building, or construction costs, as
the case may be;

         (g) Liens (other than any Lien imposed pursuant to Sections 302 or 4068
of ERISA or Section 412 of the Code) arising by reason of deposits with, or the
giving of any form of security to, any governmental agency or any body created
or approved by law or governmental regulation, which is required by law or
governmental regulation as a condition to the transaction of any business, or
the exercise of any privilege or license, or to enable the Borrower or a
Subsidiary to maintain self-insurance or to participate in any arrangements
established by law to cover any insurance risks or in connection with workmen's
compensation, unemployment insurance, old age pensions, social security or
similar matters;

         (h) judgment liens securing judgments, none of which individually
exceed the Threshold Amount, so long as the finality of any such judgment is
being contested in good faith and execution thereon is stayed and adequate
reserves have been established in accordance with GAAP;

         (i) easements or similar encumbrances, the existence of which does not
impair the use or value of the property subject thereto for the purposes for
which it is held or was acquired;

         (j) lessors' and landlords' Liens on fixtures and movable property
(other than computer equipment) located on premises leased in the ordinary
course of business, so long as the rent secured by said fixtures and movable
property is not in default;

         (k) Liens consisting of leases (whether "true" leases or capitalized
leases) of computer equipment entered into in the ordinary course of business
after the date hereof;

         (l) Liens, pledges or deposits made in connection with Government
Contracts insofar as such Liens, pledges or deposits relate to property
manufactured, installed, constructed, acquired or to be supplied by, or property
furnished to, the Borrower or a Subsidiary pursuant to, or to enable the
performance of, such Government Contracts, or property the manufacture,
installation, construction or acquisition of which any government or any
department or agency thereof finances or guarantees the financing of, pursuant
to, or to enable the performance of, such Government Contracts; or deposits or
Liens, made pursuant to such Government Contracts, of or upon moneys advanced or
paid pursuant to, or in accordance with the provisions of, such


                                       55
<PAGE>   57

Government Contracts, or of or upon any materials or supplies acquired for the
purposes of the performance of such Government Contracts; or the assignment or
pledge to any Person, to the extent permitted by law, of the right, title and
interest of the Borrower or a Subsidiary in and to any Government Contract, or
in and to any payments due or to become due thereunder, to secure indebtedness
incurred and owing to such Person for funds or other property supplied,
constructed or installed for or in connection with the performance by the
Borrower or such Subsidiary of its obligations under such Government Contract;

         (m) any mortgage or other Lien in favor of the United States of America
or any State thereof, or political subdivision of the United States of America
or any State thereof, or any department, agency or instrumentality of the United
States of America or any State thereof, or any such political subdivision, to
secure Debt incurred for the purpose of financing the acquisition, construction
or improvement of all or any part of the property subject to such mortgage or
other Lien; provided, that (i) any such Lien shall cover only such acquired
property or property on which construction of improvements occurs, and (ii) any
such Lien shall be created within six months of the acquisition of or
construction or improvement on such property; and provided, further, that (x)
the amount of Debt secured by any such Lien shall not exceed 100% of the lesser
of the fair market value at the time of acquisition or construction or the cost
of the encumbered property, equipment, land or building, as the case may be and
(y) the aggregate amount of all Debt and other indebtedness secured by all such
Liens shall not exceed $50,000,000 at any time during the term of this
Agreement;

         (n) any Lien securing Debt of a Subsidiary outstanding at the time it
became a Subsidiary (provided that such Lien was not created in connection with
or in contemplation of the acquisition of such Subsidiary), and any other Lien
created in connection with the refinancing, renewal or extension of such Debt
which is limited to the same property, provided that the amount of the Debt
secured by such refinancing, renewal or extension Lien does not exceed the
amount of Debt secured by the Lien to be refinanced, renewed or extended and
outstanding at the time of such refunding, renewal or extension;

         (o) any Lien created in connection with the refinancing, renewal or
extension of any obligations, Debt or claims secured by a Lien of the type
described in subsections (d), (e), (f) and (g) above which is limited to the
same property; provided that the aggregate amount of the Debt or claims secured
by such refinancing, renewal or extension Lien does not exceed the aggregate
amount thereof secured by the Lien so refinanced, renewed or extended and
outstanding at the time of such refinancing, renewal or extension;

         (p) Liens on accounts receivable, notes, chattel paper and related
property subject to a Securitization, provided that the applicable amount of any
and all such Securitizations at any time outstanding, shall not at any time
exceed the amount of $150,000,000 less any Vendor Finance Investments (other
than any Vendor Finance Investments to the extent covered by independent
third-party credit insurance as to which the insurer does not dispute coverage)
then maintained by the Borrower or its Subsidiaries; and

         (q) any Liens other than Permitted Liens or Liens incurred in
connection with a Securitization, provided that the sum of (i) the aggregate
amount of Debt and other indebtedness secured by all such Liens permitted under
this subsection (q), (ii) the aggregate monetary


                                       56
<PAGE>   58

obligations in respect of transactions permitted pursuant to the proviso of
Section 7.03 and (iii) the applicable amount of all Securitizations of the
Borrower and its Subsidiaries, shall not at any time exceed 25% of Total
Capitalization.

         7.02 MERGER, CONSOLIDATION AND SALE OF ASSETS.

         (a) Merge or consolidate with or sell, assign, 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 any
Person, or permit any of its Material Subsidiaries (or any group of its
Subsidiaries which taken as a whole would constitute a Material Subsidiary) to
do so, except that any such Subsidiary may merge into or consolidate with or
transfer assets to the Borrower or any other such Subsidiary and the Borrower
may merge with any other Person provided in each case that, immediately
thereafter and giving effect thereto, no event shall have occurred and be
continuing which constitutes a Default or an Event of Default and, in the case
of any such merger or consolidation to which the Borrower is a party, the
Borrower is the surviving corporation.

         (b) Sell, assign, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of the
assets of any line of business or other division of the Borrower or its
Subsidiaries, including through a spin-off, reverse spin-off, split-off or
similar transaction (each, a "Divestiture"), except that the Borrower or any
Subsidiary may undertake any such Divestiture (i) to the Borrower or to any
wholly-owned Subsidiary of the Borrower, as applicable, provided that, after the
consummation of any such Divestiture, the Borrower shall not distribute any
dividend to the shareholders of the Borrower payable in capital stock of such
Subsidiary or any successor or assignee Subsidiary to which such assets have
subsequently been transferred, and (ii) to the extent that, after giving effect
to any such Divestiture, (A) the aggregate book value of all assets that have
been transferred in connection with any and all other Divestitures pursuant to
this subsection (b) after the Closing Date does not exceed as of the date of any
such Divestiture 20% of Consolidated Total Assets, based on the then-current
financial statements delivered by the Borrower pursuant to Section 6.01(a) or
(b), and (B) the aggregate book value of all assets that have been transferred
in connection with such Divestiture does not exceed, as of the date of such
Divestiture, 10% of Consolidated Total Assets, based on the then-current
financial statements delivered by the Borrower pursuant to Section 6.01(a) or
(b).

         7.03 SALE AND LEASEBACK. Enter into any arrangement for a term
exceeding three years with any investor or to which such investor is a party
providing for the leasing by the Borrower or any Material Subsidiary of real or
personal property which has been or is to be sold or transferred by the Borrower
or any Material Subsidiary of the Borrower to such investor or to any Person to
whom funds have been or are to be advanced by such investor on the security of
such property or rental obligations of the Borrower or any Material Subsidiary;
provided that the Borrower or any Material Subsidiary may enter into any such
arrangement if the sum of (a) the aggregate monetary obligations in respect of
all such transactions, including the proposed sale-leaseback transaction, plus
(b) the aggregate amount of Debt secured by any Liens permitted by Section
7.01(q), plus (c) the applicable amount of all Securitizations of the Borrower
and all of its Subsidiaries, shall not exceed 25% of Total Capitalization.


                                       57
<PAGE>   59

         7.04 CERTAIN INVESTMENTS. Make or maintain any Vendor Finance
Investments (other than Vendor Finance Investments to the extent covered by
independent third-party credit insurance as to which the insurer does not
dispute coverage) that exceed in the aggregate, together with all other Vendor
Finance Investments then outstanding $150,000,000 less the aggregate applicable
amount of all Securitizations of the Borrower and its Subsidiaries at any time
outstanding.

         7.05 USE OF PROCEEDS. Use, or allow any Subsidiary to use, directly or
indirectly, the proceeds of any Loan or any L/C Borrowing for purposes of
undertaking or accomplishing a Hostile Acquisition or for any purpose in
contravention of applicable Laws.

         7.06 FINANCIAL COVENANTS.

         (a) Consolidated Tangible Net Worth. Permit Consolidated Tangible Net
Worth as of the last day of any fiscal quarter of the Borrower to be less than
the sum of (a) $700,000,000, plus (b) an amount equal to 50% of the Consolidated
Net Income earned in each fiscal quarter ending after March 31, 2001 (with no
deduction for a net loss in any such fiscal quarter), plus (c) an amount equal
to 100% of the aggregate increases in Shareholders' Equity after the date hereof
by reason of the issuance and sale of capital stock of the Borrower (including
upon any conversion of debt securities of the Borrower into such capital stock);
provided that for purposes of calculating Consolidated Tangible Net Worth
hereunder, and for purposes of calculating each amount referred to in clauses
(a), (b) and (c) above, any adjustments otherwise required to be made to such
amounts by FASB 115 shall not apply.

         (b) Consolidated Total Indebtedness to Consolidated EBITDA. Permit the
ratio of Consolidated Total Indebtedness to Consolidated EBITDA (measured on a
rolling four quarter basis for the four fiscal quarters then ended), determined
as of the last day of any fiscal quarter of the Borrower, commencing with the
fiscal quarter of the Borrower ending June 30, 2001, to be greater than 3:00
to 1.

         (c) Consolidated Total Indebtedness. Permit Consolidated Total
Indebtedness as of the last day of any fiscal quarter of the Borrower to be more
than $800,000,000.

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

         8.01 EVENTS OF DEFAULT.

         If any of the following events ("Events of Default") shall occur and be
continuing:

         (a) Non-Payment. The Borrower shall fail to pay (i) any amount of
principal of any Loan when due; (ii) any interest on any Loan when due and such
failure shall remain unremedied for five days; or (iii) within ten days after
the same becomes due and the Borrower shall have received written notice thereof
from the Administrative Agent or any Lender, any other amount payable hereunder
or under any other Loan Document; or

         (b) Specific Covenants.


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<PAGE>   60

                  (i) The Borrower shall have failed to perform or observe any
         term, covenant or agreement contained in any of Sections 6.01(f), 6.02,
         6.05, 7.02, 7.05; or 7.06 or

                  (ii) The Borrower shall have failed to perform or observe any
         term, covenant or agreement contained in any of Sections 6.01(a) or
         (b), 6.04, 7.01, 7.03 or 7.04 and such failure continues for 30 days
         after a Responsible Officer of the Borrower becomes aware or, through
         the exercise of reasonable diligence, should become aware of such
         failure; or

         (c) Other Defaults. The Borrower shall have failed to perform or
observe any other covenant or agreement (not specified in subsection (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after written notice thereof shall have been given
to the Borrower by the Administrative Agent or any Lender; or

         (d) Representations and Warranties. Any representation or warranty made
or deemed made by the Borrower herein or by the Borrower (or any of its
officers) in connection with this Agreement or any other Loan Document shall
prove to have been incorrect in any material respect when made or deemed made;
or

         (e) Payment of Debt. The Borrower or any of its Subsidiaries shall (i)
fail to make any payment on account of any Debt (excluding Debt evidenced by the
Notes) or Hedging Arrangement of the Borrower or such Subsidiary (as the case
may be) having an outstanding principal amount (or notional amount in the case
of a Hedging Arrangement) that exceeds the Threshold Amount (or, in the case of
Non-Recourse Debt, that exceeds $50,000,000), or any interest or premium
thereon, when due (whether at scheduled maturity, upon required prepayment,
acceleration, demand or otherwise) and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument
relating to such Debt or Hedging Arrangement, or (ii) fail to perform or observe
any term, covenant or condition on its part to be performed or observed under
any agreement or instrument relating to any such Debt (but not including Hedging
Arrangements) when required to be performed or observed, and such failure shall
continue after the applicable grace period, if any, specified in such agreement
or instrument, if the effect of such failure to perform or observe is to
accelerate, or to permit the acceleration of, the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be prepaid
(other than by a regularly scheduled required prepayment and other than as a
consequence of the sale, pledge or other disposition by the Borrower of Margin
Stock), prior to the stated maturity thereof; or

         (f) Insolvency Proceedings, Etc. (i) The Borrower or any of its
Subsidiaries shall commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian or other similar official
for it or for all or any substantial part of its assets, or the Borrower or any
of its Subsidiaries shall make a general assignment for the benefit of its
creditors; or (ii) there shall be commenced against the Borrower or any of its
Subsidiaries any case, proceeding or other action of a nature referred to in
clause (i) above which (A) results in the entry of an order for relief or any
such adjudication or appointment or (B)


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<PAGE>   61

remains undismissed, undischarged or unbonded for a period in excess of 60 days;
or (iii) there shall be commenced against the Borrower or any of its
Subsidiaries any case, proceeding or other action seeking issuance of a warrant
of attachment, execution, distraint or similar process against all or any
substantial part of its assets which results in the entry of an order for any
such relief which shall not have been vacated, discharged, or stayed or bonded
pending appeal within 60 days from the entry thereof; or (iv) the Borrower or
any of its Subsidiaries shall take any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any of the acts set forth in
clauses (i), (ii), or (iii) above; or (v) the Borrower or any of its
Subsidiaries shall generally not, or shall be unable to, or shall admit in
writing its inability to, pay its debts as they become due; or

         (g) Judgments. A final judgment or order known to the Borrower for the
payment of money in excess of the Threshold Amount (or its equivalent in another
applicable currency) shall be rendered against the Borrower or any of its
Subsidiaries and not paid and either (i) enforcement proceedings shall have been
commenced upon such judgment or order and such proceedings are not being
contested in good faith or (ii) a stay of enforcement of such judgment or order
or similar relief, by reason of a pending appeal or otherwise, shall not be in
effect with respect to such judgment or order for any period of 10 consecutive
days; provided that the circumstances described in clause (i) or (ii) above, as
to such a judgment or order which is rendered by any foreign Governmental
Authority and which has not been confirmed in any way by any United States
Governmental Authority shall not give rise to any Event of Default under this
subsection (g) if the Lenders shall have been furnished (promptly after the
Borrower shall have knowledge of the commencement of any such proceedings or any
such 10 day period and promptly upon obtaining knowledge of any material change
in such circumstances) with a copy (certified by a Responsible Officer of the
Borrower) of a resolution adopted by the board of directors or the executive
committee of the board of directors of the Borrower to the effect that, having
considered the advice of counsel, it has been determined to be in the best
interests of the Borrower to permit such circumstances to exist and directing
the appropriate officers of the Borrower to notify the Lenders of all material
developments relating to such judgment or order (including any significant
modification of such determination); or

         (h) ERISA. (i) Any Person shall engage in any "prohibited transaction"
(as defined in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of
ERISA), whether or not waived, shall exist with respect to any Single Employer
Plan, (iii) a Reportable Event shall occur with respect to any Single Employer
Plan, or proceedings shall commence to have any Single Employer Plan terminated
or to have a trustee appointed, or a trustee shall be appointed, to administer
any Single Employer Plan, which Reportable Event or commencement of proceedings
or appointment of a trustee is, in the reasonable opinion of the Administrative
Agent, likely to result in the termination of such Plan for purposes of Title IV
of ERISA, (iv) any Single Employer Plan shall terminate in a "distress
termination" (as defined in Section 4041(e) of ERISA), (v) the Borrower or any
Commonly Controlled Entity shall, or in the reasonable opinion of the
Administrative Agent is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or
(vi) any other event or condition shall occur or exist, with respect to a Plan;
and in each case in clauses (i) through (vi) above, such event or condition,
together with all other such events or conditions, if any, could subject the
Borrower or any of its Subsidiaries to any tax, penalty or other liabilities in
the aggregate


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<PAGE>   62

material in relation to the business, operations, property or financial or other
condition of the Borrower and its Subsidiaries taken as a whole; or

         (i) Invalidity of Loan Documents. Any Loan Document, at any time after
its execution and delivery and for any reason other than the agreement of all
the Lenders or satisfaction in full of all the Obligations, ceases to be in full
force and effect, or is declared by a court of competent jurisdiction to be null
and void, invalid or unenforceable in any respect; or the Borrower denies that
it has any or further liability or obligation under any Loan Document, or
purports to revoke, terminate or rescind any Loan Document; or

         (j) Change of Control. There occurs any Change of Control;

then, and in every such event (other than an event with respect to the Borrower
described in subsection (f) above), and at any time thereafter during the
continuance of such event, the Administrative Agent, at the request of the
Required Lenders, shall, by notice to the Borrower, take either or both of the
following actions, at the same or different times: (i) declare the commitment of
each Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions to be terminated, whereupon such commitments and obligation
shall be terminated; (ii) 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; (iii) require that the
Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then
Outstanding Amount thereof); and (iv) exercise on behalf of itself and the
Lenders all rights and remedies available to it and the Lenders under the Loan
Documents or applicable law; provided, however, that upon the occurrence of any
event specified in subsection (f) above, the obligation of each Lender to make
Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due
and payable, and the obligation of the Borrower to Cash Collateralize the L/C
Obligations as aforesaid shall automatically become effective, in each case
without further act of the Administrative Agent or any Lender.

                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

         9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

         (a) Each Lender hereby irrevocably (subject to Section 9.09) appoints,
designates and authorizes the Administrative 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 herein or in any other Loan Document, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall the Administrative Agent have or be deemed
to have any fiduciary relationship with any Lender or participant, and no
implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist


                                       61
<PAGE>   63

against the Administrative Agent. Without limiting the generality of the
foregoing sentence, the use of the term "agent" herein and in the other Loan
Documents with reference to the Administrative 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 L/C Issuer shall act on behalf of the Lenders with respect to
any Letters of Credit issued by it and the documents associated therewith until
such time (and except for so long) as the Administrative Agent may agree at the
request of the Required Lenders to act for the L/C Issuer with respect thereto;
provided, however, that the L/C Issuer shall have all of the benefits and
immunities (i) provided to the Administrative Agent in this Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and the
application and agreements for letters of credit pertaining to the Letters of
Credit as fully as if the term "Administrative Agent" as used in this Article IX
included the L/C Issuer with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to the L/C Issuer.

         9.02 DELEGATION OF DUTIES. The Administrative 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 and
other consultants or experts concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

         9.03 LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person shall
(a) 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 own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by the Borrower or any officer
thereof, contained herein 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 Administrative Agent under or in connection with, this Agreement or any
other Loan Document, 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 Lender or participant 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 its Affiliates.

         9.04 RELIANCE BY ADMINISTRATIVE AGENT.

         (a) The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, 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


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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 Administrative Agent. The Administrative Agent shall be
fully justified in failing or refusing to take any action under any Loan
Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required
Lenders or all the Lenders, if required hereunder, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and participants. Where this Agreement expressly permits or prohibits an
action unless the Required Lenders otherwise determine, the Administrative Agent
shall, and in all other instances, the Administrative Agent may, but shall not
be required to, initiate any solicitation for the consent or a vote of the
Lenders.

         (b) For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Administrative Agent to such Lender
for consent, approval, acceptance or satisfaction, or required thereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.

         9.05 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
Article VIII; provided, however, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

         9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any consent to and acceptance of any assignment or
review of the affairs of the Borrower or any of its Affiliates, shall be deemed
to constitute any representation or warranty by any Agent-Related Person to any
Lender as to any matter, including whether Agent-Related Persons have disclosed
material information in their possession. Each Lender represents to the
Administrative 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 respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to


                                       63
<PAGE>   65

enter into this Agreement and to extend credit to the Borrower hereunder. Each
Lender 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 required to be furnished to the Lenders by
the Administrative Agent herein, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower or any of its respective
Affiliates which may come into the possession of any Agent-Related Person.

         9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of the Borrower and without limiting the obligation of the Borrower to do
so), pro rata, and hold harmless each Agent-Related Person from and against any
and all Indemnified Liabilities incurred by it; provided, however, that no
Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities resulting from such Person's gross
negligence or willful misconduct; provided, further, however, that no action
taken in accordance with the directions of the Required Lenders shall be deemed
to constitute gross negligence or willful misconduct for purposes of this
Section. Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
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 Administrative
Agent is not reimbursed for such expenses by or on behalf of the Borrower. The
undertaking in this Section shall survive termination of the Commitments, the
payment of all Obligations hereunder and the resignation or replacement of the
Administrative Agent.

         9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. SunTrust Bank 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 respective Affiliates as though SunTrust Bank were not the
Administrative Agent or the L/C Issuer hereunder and without notice to or
consent of the Lenders. The Lenders acknowledge that, pursuant to such
activities, SunTrust Bank 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 any such Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them. With respect to its Loans, SunTrust Bank shall
have the same rights and powers under this Agreement as any other Lender and may
exercise such rights and powers as though it were not the Administrative Agent
or the L/C Issuer, and the terms "Lender" and "Lenders" include SunTrust Bank in
its individual capacity.


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<PAGE>   66

         9.09 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may, and
at the request of the Required Lenders shall, resign as Administrative Agent
upon 30 days' notice to the Lenders. If the Administrative Agent resigns under
this Agreement, the Required Lenders shall appoint from among the Lenders a
successor administrative agent for the Lenders, the appointment of which
successor administrative agent shall be subject to the consent of the Borrower
at all times other than during the existence of an Event of Default (which
consent of the Borrower shall not be unreasonably withheld or delayed). If no
successor administrative agent is appointed prior to the effective date of the
resignation of the Administrative Agent, the Administrative Agent may appoint,
after consulting with the Lenders and the Borrower, a successor administrative
agent from among the Lenders. Upon the acceptance of its appointment as
successor administrative agent hereunder, such successor administrative agent
shall succeed to all the rights, powers and duties of the retiring
Administrative Agent and the term "Administrative Agent" shall mean such
successor administrative agent and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article IX and Sections 10.03 and
10.13 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above. Notwithstanding the
foregoing, however, if, at any time, the Administrative Agent and the L/C Issuer
shall be the same Person or Affiliates, such Administrative Agent may not be
removed as Administrative Agent at the request of the Required Lenders unless
such Administrative Agent shall also simultaneously be replaced and fully
released as "L/C Issuer" hereunder pursuant to documentation in form and
substance reasonably satisfactory to such Administrative Agent.

         9.10 OTHER AGENTS; LEAD MANAGERS. None of the Lenders identified on the
facing page or signature pages of this Agreement as a "syndication agent,"
"documentation agent," "co-agent" or "lead manager" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none of
the Lenders so identified shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any of the Lenders so identified in deciding to enter into
this Agreement or in taking or not taking action hereunder.

                                   ARTICLE X.
                                  MISCELLANEOUS

         10.01 AMENDMENTS, ETC. No amendment or waiver of any provision of this
Agreement or any other Loan Document, and no consent to any departure by the
Borrower therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower, and each 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 amendment, waiver or consent shall, unless in
writing and signed by each of the Lenders directly affected thereby and by the
Borrower, do any of the following:


                                       65
<PAGE>   67

         (a) extend or increase the Commitment of any Lender (or reinstate any
Commitment terminated pursuant to Section 8.01);

         (b) postpone any date fixed by this Agreement or any other Loan
Document for any payment or mandatory prepayment of principal, interest, fees or
other amounts due to the Lenders (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 L/C Borrowing, or (subject to clause (iii) of the proviso below)
any fees or other amounts payable hereunder or under any other Loan Document;
provided, however, that only the consent of the Required Lenders shall be
necessary to amend the definition of "Default Rate" or to waive any obligation
of the Borrower to pay interest at the Default Rate;

         (d) change the percentage of the Aggregate Commitments or of the
aggregate unpaid principal amount of the Loans and L/C Obligations which is
required for the Lenders or any of them to take any action hereunder;

         (e) change the Pro Rata Share or Voting Percentage of any Lender
(except for any such change resulting from Section 3.06(b)); or

         (f) amend this Section, or Section 2.14, or any provision herein
providing for consent or other action by all the Lenders;

and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Required Lenders or all
the Lenders, as the case may be, affect the rights or duties of the L/C Issuer
under this Agreement or any Letter of Credit Application relating to any Letter
of Credit issued or to be issued by it; (ii) no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to
the Required Lenders or all the Lenders, as the case may be, affect the rights
or duties of the Administrative Agent under this Agreement or any other Loan
Document; and (iii) the Arranger Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the respective
parties thereto. Notwithstanding anything to the contrary herein, any Lender
that has failed to fund any portion of the Committed Loans or participations in
L/C Obligations required to be funded by it hereunder shall not have any right
to approve or disapprove any amendment, waiver or consent hereunder, except that
the Pro Rata Share of such Lender may not be increased (except for any such
increase resulting from Section 3.06(b)) without the consent of such Lender.

         10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

         (a) General. Unless otherwise expressly provided herein, all notices,
requests, demands, consents and other communications provided for hereunder
shall be in writing (including by facsimile transmission) and mailed, faxed or
delivered, to the address, facsimile number or (subject to subsection (c) below)
electronic mail address specified for notices on Schedule 10.02; or, in the case
of the Borrower, the Administrative Agent or the L/C Issuer, to such other
address as shall be designated by such party in a notice to the other parties,
and in the case of any other party, to such other address as shall be designated
by such party in a notice to the Borrower, the Administrative Agent and the L/C
Issuer. All such notices and other


                                       66
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communications shall be deemed to be given or made upon the earlier to occur of
(i) actual receipt by the intended recipient and (ii) (A) if delivered by hand
or by courier, when signed for by the intended recipient; (B) if delivered by
mail, four Business Days after deposit in the mails, postage prepaid; (C) if
delivered by facsimile, when sent and receipt has been confirmed by telephone;
and (D) if delivered by electronic mail (which form of delivery is subject to
the provisions of subsection (c) below), when delivered; provided, however, that
notices and other communications to the Administrative Agent and the L/C Issuer
pursuant to Article II shall not be effective until actually received by such
Person. Any notice or other communication permitted to be given, made or
confirmed by telephone hereunder shall be given, made or confirmed by means of a
telephone call to the intended recipient at the number specified on Schedule
10.02, it being understood and agreed that a voicemail message shall in no event
be effective as a notice, communication or confirmation hereunder.

         (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on the Borrower,
the Administrative Agent and the Lenders. The Administrative Agent may also
require that any such documents and signatures be confirmed by a manually-signed
original thereof; provided, however, that the failure to request or deliver the
same shall not limit the effectiveness of any facsimile document or signature.

         (c) Limited Use of Electronic Mail. Electronic mail and internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information, and to distribute Loan Documents for
execution by the parties thereto, and may not be used for any other purpose.

         (d) Reliance by Administrative Agent and Lenders. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Committed Loan Notices) purportedly given by or on behalf
of the Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Borrower shall indemnify
each Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

         10.03 NO WAIVER; CUMULATIVE REMEDIES.

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


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<PAGE>   69

         10.04 ATTORNEY COSTS, EXPENSES AND TAXES. The Borrower agrees (a) to
pay or reimburse the Administrative Agent and the Syndication Agent for all
reasonable out-of-pocket costs and expenses incurred in connection with the
development, preparation, negotiation and execution of this Agreement and the
other Loan Documents and any amendment, waiver, consent or other modification of
the provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all Attorney Costs,
and (b) to pay or reimburse the Administrative Agent and each Lender for all
out-of-pocket costs and expenses incurred in connection with the enforcement,
attempted enforcement, or preservation of any rights or remedies under this
Agreement or the other Loan Documents (including all such non-duplicative costs
and expenses incurred during any "workout" or restructuring in respect of the
Obligations and during any legal proceeding, including any proceeding under any
Debtor Relief Law), including all Attorney Costs. The foregoing costs and
expenses shall include all search, filing, recording, title insurance and
appraisal charges and fees and taxes related thereto, and other out-of-pocket
expenses incurred by the Administrative Agent and the Syndication Agent and the
cost of independent public accountants and other outside experts retained by the
Administrative Agent, the Syndication Agent or any Lender. The Borrower shall
not be required to pay the fees and expenses of more than one counsel for the
Administrative Agent or any Lender under clause (b) of this section unless the
employment of separate counsel has been authorized by the Borrower (such
authorization not to be unreasonably withheld or delayed). The agreements in
this Section 10.04 shall survive the termination of the Commitments and
repayment of all other Obligations.

         10.05 INDEMNIFICATION BY THE BORROWER.

         (a) Whether or not the transactions contemplated hereby are
consummated, the Borrower agrees to indemnify, save and hold harmless each
Agent-Related Person, each Lender and their respective Affiliates, directors,
officers, employees, counsel, agents and attorneys-in-fact (collectively the
"Indemnitees") from and against: (a) any and all claims, demands, actions or
causes of action that are asserted against any Indemnitee by any Person (other
than the Administrative Agent or any Lender) relating directly or indirectly to
a claim, demand, action or cause of action that such Person asserts or may
assert against the Borrower, any of its Affiliates or any of their respective
officers or directors; (b) any and all claims, demands, actions or causes of
action that may at any time (including at any time following repayment of the
Obligations and the resignation or removal of the Administrative Agent or the
replacement of any Lender) be asserted or imposed against any Indemnitee,
arising out of or relating to, the Loan Documents, the Commitments or the use or
contemplated use of the proceeds of any Credit Extension; (c) any administrative
or investigative proceeding by any Governmental Authority arising out of or
related to a claim, demand, action or cause of action described in subsection
(a) or (b) above; and (d) any and all liabilities (including liabilities under
indemnities), losses, costs or expenses (including Attorney Costs) that any
Indemnitee suffers or incurs as a result of the assertion of any foregoing
claim, demand, action, cause of action or proceeding, or as a result of the
preparation of any defense in connection with any foregoing claim, demand,
action, cause of action or proceeding, in all cases, whether or not arising out
of the negligence of an Indemnitee, and whether or not an Indemnitee is a party
to such claim, demand, action, cause of action or proceeding (all the foregoing,
collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall
be entitled to indemnification for any claim caused by its own gross negligence


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<PAGE>   70

or willful misconduct or for any loss or Indemnified Liabilities asserted
against it by another Indemnitee. The agreements in this Section 10.05 shall
survive the termination of the Commitments and repayment of all other
Obligations. In no case shall the Borrower be required to indemnify an
Indemnitee in respect of any indirect or special or consequential damages,
except to the extent any such damages are paid or payable by an Indemnitee to a
third party.

         (b) The Administrative Agent and each Lender agree that if any
investigation, litigation, suit, action, or proceeding is asserted or threatened
in writing or instituted against it or any other Indemnitee, or any remedial,
removal or response action is requested of it or any other Indemnitee for which
the Administrative Agent or any Lender may desire indemnity or defense
hereunder, the Administrative Agent or such Lender shall, to the extent
permitted or practicable, promptly notify the Borrower thereof in writing;
provided that any failure on the part of the Administrative Agent or any Lender
to provide such notice shall not be deemed a waiver of the rights of the
Administrative Agent or any such Lender to seek indemnity from the Borrower in
respect of any such investigation, litigation, suit, proceeding or action. The
Borrower shall not be required to pay the fees and expenses of more than one
counsel for the Indemnitees in respect of any single action, suit or proceeding
unless the employment of separate counsel has been authorized by the Borrower
(such authorization not to be unreasonably withheld or delayed, provided that
such authorization shall be deemed to have been given during the existence of a
Default or Event of Default), or unless any Indemnitee is advised by its counsel
that there may be defenses available to it which are not available to the other
Indemnitees or that there is a reasonable likelihood of a conflict between its
interests and those of the other Indemnitees.

         10.06 PAYMENTS SET ASIDE. To the extent that the Borrower makes a
payment to the Administrative Agent or any Lender, or the Administrative Agent
or any Lender exercises its right of set-off, and such payment or the proceeds
of such set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law 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 Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

         10.07 SUCCESSORS AND ASSIGNS.

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


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<PAGE>   71

hereby, the Indemnitees) any legal or equitable right, remedy or claim under or
by reason of this Agreement.

         (b) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations at the time owing to it);
provided that (i) except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment and the Loans at the time owing to
it or in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund with respect to a Lender, the aggregate amount of the Commitment
(which for this purpose includes Loans outstanding thereunder) of the assigning
Lender subject to each such assignment, determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the
Administrative Agent, shall not be less than $5,000,000 in the case of any
assignment of a Commitment unless each of the Administrative Agent and, so long
as no Event of Default has occurred and is continuing, the Borrower otherwise
consents (each such consent not to be unreasonably withheld or delayed), (ii)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement with
respect to the Loans or the Commitment assigned, except that this clause (ii)
shall not apply to rights in respect of outstanding Competitive Bid Loans or
Negotiated Bid Loans and (iii) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of $3,500. Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section,
from and after the effective date specified in each Assignment and Acceptance,
the Eligible Assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Acceptance, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 3.01,
10.04 and 10.05). Upon request, the Borrower (at its expense) shall execute and
deliver new or replacement Notes to the assigning Lender and the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection (b) of this Section
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d)
of this Section. Upon its receipt of a duly executed Assignment and Acceptance,
the Administrative Agent shall notify the Borrower and the Lenders of the
effective date thereof.

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


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<PAGE>   72

contrary. The Register shall be available for inspection by the Borrower and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

         (d) Any Lender may, without the consent of, or notice to, the Borrower
or the Administrative Agent, sell participations to one or more banks or other
entities (a "Participant") in all or a portion of such Lender's rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans (including such Lender's participations in L/C Obligations owing
to it); provided that (i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the Borrower,
the Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
that would (i) postpone any date upon which any payment of money is scheduled to
be paid to such Participant or (ii) reduce the principal, interest, fees or
other amounts payable to such Participant. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 10.09 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.14 as though it were a
Lender.

         (e) A Participant shall not be entitled to receive any greater payment
under this Agreement than the Lenders would have been entitled to receive under
similar circumstances, unless the sale of the participation to such Participant
is made with the Borrower's prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 3.01 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to
comply with Sections 3.09 and 10.15 as though it were a Lender.

         (f) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its
Notes, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

         (g) If the consent of the Borrower to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of Section 10.07(b)), the Borrower shall be deemed to have
given its consent ten Business Days after the date notice thereof has been
delivered by the assigning Lender (through the Administrative Agent) unless such
consent is expressly refused by the Borrower prior to such tenth Business Day.


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<PAGE>   73

         (h) As used herein, the following terms have the following meanings:

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) an Approved Fund; and (d) any other Person (other than a
         natural Person) approved by the Administrative Agent, in the case of
         any assignment of a Committed Loan, the L/C Issuer, and, unless (x)
         such Person is taking delivery of an assignment in connection with
         physical settlement of a credit derivatives transaction or (y) an Event
         of Default has occurred and is continuing, the Borrower (each such
         approval not to be unreasonably withheld or delayed).

                  "Fund" means any Person (other than a natural Person) that is
         (or will be) engaged in making, purchasing, holding or otherwise
         investing in commercial loans and similar extensions of credit in the
         ordinary course of its business.

                  "Approved Fund" means any Fund that is administered or managed
         by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
         Affiliate of an entity that administers or manages a Lender.

         (i) Notwithstanding anything to the contrary contained herein, if at
any time SunTrust Bank assigns all of its Commitment and Loans pursuant to
subsection (b) above, SunTrust Bank may, upon 30 days' notice to the Borrower
and the Lenders, resign as L/C Issuer. In the event of any such resignation as
L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a
successor L/C Issuer hereunder; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of SunTrust
Bank as L/C Issuer. SunTrust Bank shall retain all the rights and obligations of
the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of
the effective date of its resignation as L/C Issuer and all L/C Obligations with
respect thereto (including the right to require the Lenders to make Base Rate
Committed Loans or fund participations in Unreimbursed Amounts pursuant to
Section 2.05(c)).

         10.08 CONFIDENTIALITY. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential); (b) to the extent requested
by any regulatory authority; (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process; (d) to any other party
to this Agreement; (e) as is required in the good faith view of the
Administrative Agent or the Lenders, in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder; (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any Eligible
Assignee of or Participant in, or any prospective Eligible Assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any direct or indirect contractual counterparty or prospective counterparty (or
such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to obligations of the
Borrower; (g) with the consent of the Borrower; (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a


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<PAGE>   74

nonconfidential basis from a source other than the Borrower; or (i) to the
National Association of Insurance Commissioners or any other similar
organization or any nationally recognized rating agency that requires access to
information about a Lender's or its Affiliates' investment portfolio in
connection with ratings issued with respect to such Lender or its Affiliates.
For the purposes of this Section, "Information" means all information received
from the Borrower relating to the Borrower or its business, other than any such
information that is available to the Administrative Agent or any Lender on a
nonconfidential basis prior to disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the date hereof, such
information is clearly identified in writing at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to
its own confidential information.

         10.09 SET-OFF. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender 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, but excluding payroll
deposits and deposits held in a bona fide custodial or fiduciary capacity for
Persons not Affiliates of the Borrower) at any time held by, and other
indebtedness at any time owing by, such Lender to or for the credit or the
account of the Borrower against any and all Obligations owing to such Lender,
now or hereafter existing, irrespective of whether or not the Administrative
Agent or such Lender shall have made demand under this Agreement or any other
Loan Document and although such Obligations may be contingent or unmatured. Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after
any such set-off and application made by such Lender; provided, however, that
the failure to give such notice shall not affect the validity of such set-off
and application.

         10.10 INTEREST RATE LIMITATION. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the "Maximum Rate"). If the Administrative
Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the Borrower. In determining
whether the interest contracted for, charged, or received by the Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable Law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations.

         10.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


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<PAGE>   75

         10.12 INTEGRATION. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.

         10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Credit Extension, and shall
continue in full force and effect as long as any Loan or any other Obligation
shall remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.

         10.14 SEVERABILITY. Any provision of this Agreement and the other Loan
Documents to which the Borrower is a party that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         10.15 FOREIGN LENDERS. Each Lender that is a "foreign corporation,
partnership or trust" within the meaning of the Code (a "Foreign Lender") shall
deliver to the Administrative Agent, prior to receipt of any payment subject to
withholding under the Code (or after accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Person and entitling it to an exemption from
withholding tax on all payments to be made to such Person by the Borrower
pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto
(relating to all payments to be made to such Person by the Borrower pursuant to
this Agreement) or such other evidence satisfactory to the Borrower and the
Administrative Agent that such Person is entitled to an exemption from U.S.
withholding tax. Thereafter and from time to time, each such Person shall (a)
promptly submit to the Administrative Agent and, at its request, the Borrower,
such additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the
Borrower and the Administrative Agent of any available exemption from United
States withholding taxes in respect of all payments to be made to such Person by
the Borrower pursuant to this Agreement, (b) promptly notify the Administrative
Agent and the Borrower of any change in circumstances which would modify or
render invalid any claimed exemption, and (c) take such steps as shall not be
materially disadvantageous to it, in the reasonable judgment of such


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Lender, and as may be reasonably necessary (including the re-designation of its
Lending Office) to avoid any requirement of applicable Laws that the Borrower
make any deduction or withholding for taxes from amounts payable to such Person.
If such Person fails to deliver the above forms or other documentation, then the
Administrative Agent may withhold from any interest payment to such Person an
amount equivalent to the applicable withholding tax imposed by Sections 1441 and
1442 of the Code, without reduction. If any Governmental Authority asserts that
the Administrative Agent did not properly withhold any tax or other amount from
payments made in respect of such Person, such Person shall indemnify the
Administrative Agent therefor, including all penalties and interest, any taxes
imposed by any jurisdiction on the amounts payable to the Agent under this
Section, and costs and expenses (including Attorney Costs) of the Administrative
Agent. The obligation of the Lenders under this Section shall survive the
payment of all Obligations and the resignation or replacement of the
Administrative Agent.

         10.16 REMOVAL AND REPLACEMENT OF LENDERS.

         (a) Under any circumstances set forth herein providing that the
Borrower shall have the right to remove or replace a Lender as a party to this
Agreement, the Borrower may, upon notice to such Lender and the Administrative
Agent, (i) remove such Lender by terminating such Lender's Commitment or (ii)
replace such Lender by causing such Lender to assign its Commitment (without
payment of any assignment fee) pursuant to Section 10.07(b) to one or more other
Lenders or Eligible Assignees procured by the Borrower; provided, however, that
if the Borrower elects to exercise such right with respect to any Lender
pursuant to Section 3.06(b), it shall be obligated to remove or replace, as the
case may be, all Lenders that have made similar requests for compensation
pursuant to Section 3.01 or 3.04. The Borrower shall (x) pay in full all
principal, interest, fees and other amounts owing to such Lender through the
date of termination or assignment (including any amounts payable pursuant to
Section 3.05), (y) provide appropriate assurances and indemnities (which may
include letters of credit) to the L/C Issuer as it may reasonably require with
respect to any continuing obligation to purchase participation interests in any
L/C Obligations then outstanding, and (z) release such Lender from its
obligations under the Loan Documents. Any Lender being replaced shall execute
and deliver an Assignment and Acceptance with respect to such Lender's
Commitment and outstanding Credit Extensions. The Administrative Agent shall
distribute an amended Schedule 2.01, which shall be deemed incorporated into
this Agreement, to reflect changes in the identities of the Lenders and
adjustments of their respective Commitments and Pro Rata Shares resulting from
any such removal or replacement.

         (b) In order to make all the Lenders' interests in any outstanding
Credit Extensions ratable in accordance with any revised Pro Rata Shares after
giving effect to the removal or replacement of a Lender, the Borrower shall pay
or prepay, if necessary, on the effective date thereof, all outstanding
Committed Loans of all Lenders, together with any amounts due under Section
3.05. The Borrower may then request Committed Loans from the Lenders in
accordance with their revised Pro Rata Shares. The Borrower may net any payments
required hereunder against any funds being provided by any Lender or Eligible
Assignee replacing a terminating Lender. The effect for purposes of this
Agreement shall be the same as if separate transfers of funds had been made with
respect thereto.


                                       75
<PAGE>   77

         (c) This Section shall supersede any provision in Section 10.01 to the
contrary.

         10.17 GOVERNING LAW.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND
EACH LENDER 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 NEW YORK
SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, OR OF THE UNITED STATES
FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF
THOSE COURTS. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER 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 ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE
(WHICH IF NOT MADE BY PERSONAL SERVICE SHALL ALSO BE COPIED TO THE BORROWER AT
ITS ADDRESS SET FORTH IN SCHEDULE 10.02.

         10.18 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         10.19 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR


                                       76
<PAGE>   78

SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.


                                       77
<PAGE>   79

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


                                    HARRIS CORPORATION, as Borrower*


                                    By: /s/ P. W. Farmer
                                        --------------------------------
                                    Name: Phillip W. Farmer
                                          ------------------------------
                                    Title: Chairman, President and
                                           Chief Executive Officer
                                           -----------------------------

                                    By: /s/ D. S. Wasserman
                                        --------------------------------
                                    Name: David S. Wasserman
                                          ------------------------------
                                    Title: Vice President-Treasurer
                                           -----------------------------

* The signatures of two authorized officers are required


                                       78
<PAGE>   80

                                    SUNTRUST BANK, as Administrative Agent,
                                    L/C Issuer and a Lender


                                    By: /s/ William C. Barr, III
                                        --------------------------------
                                    Name: William C. Barr, III
                                          ------------------------------
                                    Title: Vice President
                                           -----------------------------


                                       79
<PAGE>   81

                                    BANK OF AMERICA, N.A., as Syndication
                                    Agent and a Lender


                                    By: /s/ Douglas T. Meckelnburg
                                        --------------------------------
                                    Name: Douglas T. Meckelnburg
                                          ------------------------------
                                    Title: Vice President
                                           -----------------------------


                                       80
<PAGE>   82

                                    CITIBANK N.A., as a Lender


                                    By: /s/ Marjorie Futornick
                                        --------------------------------
                                    Name: Marjorie Futornick
                                          ------------------------------
                                    Title: Vice President
                                           -----------------------------


                                       81
<PAGE>   83

                                    FIRST UNION NATIONAL BANK, as a Lender


                                    By: /s/ Robert Sevin
                                        --------------------------------
                                    Name: Robert Sevin
                                          ------------------------------
                                    Title: Director
                                           -----------------------------


                                       82
<PAGE>   84

                                    FLEET NATIONAL BANK, as a Lender


                                    By: /s/ William S. Rowe
                                        --------------------------------
                                    Name: William S. Rowe
                                          ------------------------------
                                    Title: Vice President
                                           -----------------------------


                                       83
<PAGE>   85

                                    INTESABCI, NEW YORK BRANCH, as a Lender


                                    By: /s/ John Michalisin
                                        --------------------------------
                                    Name: John Michalisin
                                          ------------------------------
                                    Title: First Vice President
                                           -----------------------------

                                    By: /s/ Frank Maffei
                                        --------------------------------
                                    Name: Frank Maffei
                                          ------------------------------
                                    Title:  Vice President
                                           -----------------------------


                                       84
<PAGE>   86

                                    NATIONAL CITY BANK, as a Lender


                                    By: /s/ Glenn E. Nord
                                        --------------------------------
                                    Name: Glenn E. Nord
                                          ------------------------------
                                    Title: Vice President
                                           -----------------------------


                                       85
<PAGE>   87

                                    THE BANK OF NEW YORK, as a Lender


                                    By: /s/ David C. Siegel
                                        --------------------------------
                                    Name: David C. Siegel
                                          ------------------------------
                                    Title: Vice President
                                           -----------------------------


                                       86
<PAGE>   88

                                    WACHOVIA BANK, N.A., as a Lender


                                    By: /s/ Karin E. Reel
                                        --------------------------------
                                    Name: Karin E. Reel
                                          ------------------------------
                                    Title: Vice President
                                           -----------------------------


                                       87

<PAGE>   89

                                                                       EXHIBIT A


                          FORM OF COMMITTED LOAN NOTICE

                                                       DATE:  ___________, _____


To:      SunTrust Bank, as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of May 10,
2001 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Harris Corporation, a Delaware corporation
(the "Borrower"), the Lenders from time to time party thereto and SunTrust Bank,
as Administrative Agent and L/C Issuer.

         The undersigned hereby requests (select one):

[ ] A Borrowing of Committed Loans     [ ] A conversion or continuation of Loans

         1.       On _____________________ (a Business Day).

         2.       In the principal amount of $___________________.

                  Comprised of ____________________________. [TYPE OF COMMITTED
                  LOAN REQUESTED]

         4.       For Eurodollar Rate Loans: with an Interest Period of _______
                  months.

         5.       The Borrower requests that the proceeds of the Committed
                  Borrowing requested hereby be wire transferred to the accounts
                  of the following Persons at the financial institutions
                  indicated below:

<TABLE>
<CAPTION>
       AMOUNT               NAME               ACCOUNT             ADDRESS
       ------               ----               -------             -------
<S>                     <C>                 <C>                 <C>
    [          ]        [          ]        [          ]        [          ]
</TABLE>

         The Committed Borrowing requested herein complies with the proviso to
the first sentence of Section 2.01 of the Agreement. Other than in connection
with a conversion or continuation of Loans, the undersigned hereby certifies
that the following statements are and will be true and correct on the date of
the Credit Extension requested above, both before and after giving effect to the
Credit Extension requested above:

         (a)   The representations and warranties made by the Borrower in the
Agreement, or which are contained in any certificate, document or financial or
other statement furnished at any time under or in connection therewith, are and
will be true and correct in all material respects on


                                      A-1
<PAGE>   90

and as of the date of the Credit Extension requested above, except to the extent
that such representations and warranties specifically refer to any earlier date;
and

         (b)  no Default or Event of Default has occurred and is continuing on
the date hereof or after giving effect to the Credit Extension requested above.


                                    HARRIS CORPORATION, as Borrower


                                    By:_________________________________

                                    Name:_______________________________

                                    Title:______________________________


                                      A-2
<PAGE>   91

                                                                     EXHIBIT B-1


                         FORM OF COMPETITIVE BID REQUEST

To:   SunTrust Bank, as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of May 10,
2001 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Harris Corporation, a Delaware corporation
(the "Borrower"), the Lenders from time to time party thereto and SunTrust Bank,
as Administrative Agent and L/C Issuer.

         The Lenders are invited to make Competitive Bid Loans:

         1.       On ________________ (a Business Day).

         2.       In an aggregate amount not exceeding $ ____ (with any
                  sublimits set forth below).

         3.       Comprised of (select one):

         [ ]  Competitive Bid Loans based on    [ ]  Competitive Bid Loans
              an Absolute Rate:                      based on Eurodollar Rate:

<TABLE>
<CAPTION>
      COMPETITIVE BID LOAN          INTEREST        MAXIMUM PRINCIPAL
               NO.                   PERIOD          AMOUNT REQUESTED
                                    REQUESTED
<S>                             <C>                <C>
                1                _______days/mos   $_____________________
                2                _______days/mos   $_____________________
                3                _______days/mos   $_____________________
                4                _______days/mos   $_____________________
</TABLE>

         The Competitive Bid Borrowing requested herein complies with the
requirements of the proviso to the first sentence of Section 2.03(a) of the
Agreement. The undersigned hereby certifies that the following statements are
and will be true and correct on the date of the Credit Extension requested
above, both before and after giving effect to the Credit Extension requested
above:

         (a)  The representations and warranties made by the Borrower in the
Agreement, or which are contained in any certificate, document or financial or
other statement furnished at any time under or in connection therewith, are and
will be true and correct in all material respects on and as of the date of the
Credit Extension requested above, except to the extent that such representations
and warranties specifically refer to any earlier date; and


                                     B-1-1
<PAGE>   92

         (b)  no Default or Event of Default has occurred and is continuing on
the date hereof or after giving effect to the Credit Extension requested above.

         The Borrower authorizes the Administrative Agent to deliver this
Competitive Bid Request to the Lenders. Responses by the Lenders must be in
substantially the form of Exhibit B-2 to the Agreement and must be received by
the Administrative Agent by the time specified in Section 2.03 of the Agreement
for submitting Competitive Bids.


                                    HARRIS CORPORATION, as Borrower

                                    By:_________________________________

                                    Name:_______________________________

                                    Title:______________________________


                                     B-1-2
<PAGE>   93

                                                                     EXHIBIT B-2


                             FORM OF COMPETITIVE BID

                                                        ______________ , _______


To:   SunTrust Bank, as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of May 10,
2001 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Harris Corporation, a Delaware corporation
(the "Borrower"), the Lenders from time to time party thereto and SunTrust Bank,
as Administrative Agent and L/C Issuer.

         In response to the Competitive Bid Request dated,
_____________________, the undersigned offers to make the following Competitive
Bid Loan(s):

         1.       Borrowing date: ___________________________ (a Business Day).

         2.       In an aggregate amount not exceeding $______________ (with any
                  sublimits set forth below).

         3.       Comprised of:

<TABLE>
<CAPTION>
                                                               ABSOLUTE RATE BID
  COMPETITIVE BID      INTEREST PERIOD                          OR EURODOLLAR
      LOAN NO.             OFFERED           BID MAXIMUM          MARGIN BID*
<S>                  <C>                 <C>                 <C>
         1           _______days/mos     $_________________  (- +)  _________%
         2           _______days/mos     $_________________  (- +)  _________%
         3           _______days/mos     $_________________  (- +)  _________%
         4           _______days/mos     $_________________  (- +)  _________%
</TABLE>

Contact Person:_________________________ Telephone:_____________________________



--------

*  Expressed in multiples of 1/100th of a basis point.


                                     B-2-1
<PAGE>   94

                                    [LENDER]

                                    By:_________________________________

                                    Name:_______________________________

                                    Title:______________________________


******************************************************************************

         THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT
ANY OFFERS CONTAINED IN THIS COMPETITIVE BID:

         The offers made above are hereby accepted in the amounts set forth
below:

<TABLE>
<CAPTION>
                   COMPETITIVE BID      PRINCIPAL AMOUNT ACCEPTED
                     LOAN NO.
<S>                                     <C>
                           ---          $---------------------------
                           ---          $---------------------------
                           ---          $---------------------------
</TABLE>

         All Competitive Bids not referenced above are hereby rejected.


HARRIS CORPORATION, as Borrower

By:  _______________________________

Name:  _____________________________

Title:  ____________________________

Date:  _____________________________


                                     B-2-2
<PAGE>   95

                                                                     EXHIBIT C-1

                           FORM OF COMMITTED LOAN NOTE

                                                                  May 10, 2001

         FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises
to pay to the order of _____________________________ (the "Lender"), on the
Maturity Date (as defined in the Credit Agreement referred to below) the
principal amount of __________________Dollars ($____________), or such lesser
principal amount of Committed Loans (as defined in such Credit Agreement) due
and payable by the Borrower to the Lender on the Maturity Date under that
certain Credit Agreement dated as of May 10, 2001 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among the Borrower, the Lenders from time to time party thereto and SunTrust
Bank, as Administrative Agent and L/C Issuer.

         The Borrower promises to pay interest on the unpaid principal amount of
each Committed Loan from the date of such Committed Loan until such principal
amount is paid in full, at such interest rates, and at such times as are
specified in the Agreement. All payments of principal and interest shall be made
to the Administrative Agent for the account of the Lender in Dollars in
immediately available funds at the Administrative Agent's Office. If any amount
is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Agreement.

         This Note is one of the Committed Loan Notes referred to in the
Agreement, is entitled to the benefits thereof and is subject to optional and
mandatory prepayment in whole or in part as provided therein. Upon the
occurrence of one or more of the Events of Default specified in the Agreement,
all amounts then remaining unpaid on this Note shall become, or may be declared
to be, immediately due and payable all as provided in the Agreement. Committed
Loans made by the Lender shall be evidenced by one or more loan accounts or
records maintained by the Lender in the ordinary course of business. The Lender
may also attach schedules to this Note and endorse thereon the date, amount and
maturity of its Committed Loans and payments with respect thereto.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


                                    HARRIS CORPORATION, as Borrower

                                    By:_________________________________

                                    Name:_______________________________

                                    Title:______________________________


                                     C-1-1
<PAGE>   96

              COMMITTED LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>
                                                       AMOUNT OF
                                                        PRINCIPAL    OUTSTANDING
                                 AMOUNT     END OF     OR INTEREST     PRINCIPAL
          TYPE OF    INTEREST   OF LOAN    INTEREST    PAID THIS        BALANCE      NOTATION
  DATE   LOAN MADE     RATE       MADE      PERIOD        DATE         THIS DATE      MADE BY
-----------------------------------------------------------------------------------------------
<S>      <C>         <C>        <C>        <C>         <C>           <C>             <C>
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------
------  ----------   -------    -------    -------     ---------     ----------     ---------




</TABLE>













                                     C-1-2
<PAGE>   97

                                                                     EXHIBIT C-2


                        FORM OF COMPETITIVE BID LOAN NOTE

                                                                  May 10, 2001

         FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises
to pay to the order of _________________ (the "Lender") on the last day of the
Interest Period therefor, the principal amount of each Competitive Bid Loan from
time to time made by the Lender to the Borrower under that certain Credit
Agreement, dated as of May 10, 2001 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among the Borrower, the Lenders from time to time party thereto and SunTrust
Bank, as Administrative Agent and L/C Issuer.

         The Borrower promises to pay interest on the unpaid principal amount of
each Competitive Bid Loan from the date of such Competitive Bid Loan until such
principal amount is paid in full, at such interest rates and at such times as
provided in the Agreement. All payments of principal and interest shall be made
to the Administrative Agent for the account of the Lender in Dollars in
immediately available funds at the Administrative Agent's Office. If any amount
is not paid in full when due hereunder, such unpaid amount shall bear interest,
to be paid upon demand, from the due date thereof until the date of actual
payment (and before as well as after judgment) computed at the per annum rate
set forth in the Agreement.

         This Note is one of the Competitive Loan Notes referred to in the
Agreement, is entitled to the benefits thereof and may be prepaid in whole or in
part subject to the terms and conditions provided therein. Upon the occurrence
of one or more of the Events of Default specified in the Agreement, all amounts
then remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement. Competitive Bid
Loans made by the Lender shall be evidenced by one or more loan accounts or
records maintained by the Lender in the ordinary course of business. The Lender
may also attach schedules to this Note and endorse thereon the date, amount and
maturity of its Competitive Bid Loans and payments with respect thereto.

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


                                    HARRIS CORPORATION, as Borrower

                                    By:_________________________________

                                    Name:_______________________________

                                    Title:______________________________


                                     C-2-1
<PAGE>   98

           COMPETITIVE BID LOANS AND PAYMENTS WITH RESPECT THERETO


<TABLE>
<CAPTION>
                                                       AMOUNT OF
                                                        PRINCIPAL    OUTSTANDING
                                 AMOUNT     END OF     OR INTEREST     PRINCIPAL
          TYPE OF    INTEREST   OF LOAN    INTEREST    PAID THIS        BALANCE      NOTATION
  DATE   LOAN MADE     RATE       MADE      PERIOD        DATE         THIS DATE      MADE BY
-----------------------------------------------------------------------------------------------
<S>      <C>         <C>        <C>        <C>         <C>           <C>             <C>
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------














</TABLE>





                                     C-2-2
<PAGE>   99

                                                                     EXHIBIT C-3


                        FORM OF NEGOTIATED BID LOAN NOTE

                                                                  May 10, 2001

         FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises
to pay to the order of _________________ (the "Lender"), for the account of its
respective Lending Office, the unpaid principal amount of each Negotiated Bid
Loan from time to time made by the Lender to the Borrower pursuant to the
Agreement referred to below on the earlier of the maturity date agreed to for
such Negotiated Bid Loan and set forth on the schedule attached hereto and made
a part hereof and the Maturity Date (as defined in the Agreement).

         The Borrower promises to pay interest on the unpaid principal amount of
each Negotiated Bid Loan made to it from the date of such Negotiated Bid Loan
until such principal amount is paid in full, at such interest rates, and payable
at such times, as determined in accordance with the Agreement.

         Both principal of and interest on each Negotiated Bid Loan are payable
to the Lender in the lawful money in which such Negotiated Bid Loan was made, as
provided for in the Credit Agreement, in immediately available funds. The Lender
is authorized to record the date, currency and amount of each Negotiated Bid
Loan made by the Lender to the Borrower pursuant to the Agreement and the date
and amount of each payment or prepayment of principal thereof on the schedule
annexed hereto and made a part hereof or, alternatively, to keep records of all
the foregoing on its internal books and at any time to prepare a schedule of
such information substantially in the form of the schedule annexed hereto, and
to attach such prepared schedule hereto as a part hereof, and any such
recordation, in the absence of manifest error, shall constitute prima facie
evidence of the information so recorded, provided that the failure of the Lender
to make such recordation (or any error in such recordation) shall not affect the
obligations of the Borrower hereunder or under the Agreement; and provided,
further, that if the Borrower should reasonably dispute any such recordation
made by the Lender on its internal books, the Borrower shall be afforded access
upon reasonable request to original written versions or printouts of that
portion of the Lender's internal books on which such recordation was made.

         This Note is one of the Negotiated Bid Loan Notes referred to in the
Agreement, dated as of May 10, 2001 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined),
among the Borrower, the Lenders from time to time party thereto and SunTrust
Bank, as Administrative Agent and L/C Issuer. The Agreement, among other things,
(i) provides for the making of Negotiated Bid Loans by the Lender to the
Borrower from time to time in an aggregate amount in Dollars not to exceed at
any time outstanding U.S. $212,500,000, the indebtedness of the Borrower
resulting from each such Negotiated Bid Loan being evidenced by this Negotiated
Bid Loan Note, and (ii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events and also for prepayments on
account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified.


                                     C-3-1
<PAGE>   100

         The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non-payment of this Note.

         THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


                                    HARRIS CORPORATION, as Borrower

                                    By:_________________________________

                                    Name:_______________________________

                                    Title:______________________________


                                     C-3-2
<PAGE>   101

            NEGOTIATED BID LOANS AND PAYMENTS WITH RESPECT THERETO


<TABLE>
<CAPTION>
                                                       AMOUNT OF
                                                        PRINCIPAL    OUTSTANDING
                                 AMOUNT     END OF     OR INTEREST     PRINCIPAL
          TYPE OF    INTEREST   OF LOAN    INTEREST    PAID THIS        BALANCE      NOTATION
  DATE   LOAN MADE     RATE       MADE      PERIOD        DATE         THIS DATE      MADE BY
-----------------------------------------------------------------------------------------------
<S>      <C>         <C>        <C>        <C>         <C>           <C>             <C>
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------
------   --------    -------    --------   -------     --------     -----------     --------




</TABLE>





                                     C-3-3
<PAGE>   102

                                                                       EXHIBIT D


                         FORM OF COMPLIANCE CERTIFICATE

                                 Financial Statement Date: _____________, ____


To:      SunTrust Bank, as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Credit Agreement, dated as of May 10,
2001 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Harris Corporation, a Delaware corporation
(the "Borrower"), the Lenders from time to time party thereto and SunTrust Bank,
as Administrative Agent and L/C Issuer. This Compliance Certificate is delivered
pursuant to Section 6.04 of the Agreement.

         The undersigned Responsible Officer hereby certifies on behalf of the
Borrower as of the date hereof that he/she is the ______________________ of the
Borrower, and that, as such, he/she is authorized to execute and deliver this
Certificate to the Administrative Agent on the behalf of the Borrower, and that:

            [Use following for fiscal YEAR-END financial statements]

         1. Attached hereto as Schedule 1 are the year-end audited financial
statements required by Section 6.01(a) of the Agreement for the fiscal year of
the Borrower ended as of the above date, together with the report and opinion of
an independent certified public accountant required by such section.

            [Use following for fiscal QUARTER-END financial statements]

         1. Attached hereto as Schedule 1 are the unaudited financial statements
required by Section 6.01(b) of the Agreement for the fiscal quarter of the
Borrower ended as of the above date. Such financial statements fairly present
the financial condition, results of operations and cash flows of the Borrower
and its Subsidiaries in accordance with GAAP as at such date and for such
period, subject only to normal year-end audit adjustments and the absence of
footnotes.

         2. The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
the Borrower during the accounting period covered by the attached financial
statements.

         3. A review of the activities of the Borrower during such fiscal period
has been made under the supervision of the undersigned with a view to
determining whether during such fiscal period the Borrower performed and
observed all its covenants and other agreements under the Loan Documents, and


                                      D-1
<PAGE>   103

                                   [SELECT ONE:]

      [TO THE BEST KNOWLEDGE OF THE UNDERSIGNED DURING SUCH FISCAL PERIOD, THE
BORROWER HAS IN ALL MATERIAL RESPECTS PERFORMED AND OBSERVED EACH COVENANT AND
CONDITION OF THE LOAN DOCUMENTS APPLICABLE TO IT.]

                                      --or --

      [THE FOLLOWING COVENANTS OR CONDITIONS HAVE NOT BEEN PERFORMED OR OBSERVED
AND THE FOLLOWING IS A LIST OF EACH SUCH DEFAULT OR EVENT OF DEFAULT AND ITS
NATURE AND STATUS:]

         4. The financial covenant analyses and information set forth on
Schedule 2 attached hereto are true and accurate on and as of the date of this
Certificate.

      IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
_______________ , ________.


                                    HARRIS CORPORATION

                                    By:_________________________________

                                    Name:_______________________________

                                    Title:______________________________


                                      D-2
<PAGE>   104
         For the Quarter/Year ended ___________________("Statement Date")

                                   SCHEDULE 2

                          to the Compliance Certificate
           ($ amounts set forth in the right-hand column are in 000's)


I.       SECTION 7.06(A) - CONSOLIDATED TANGIBLE NET WORTH.

         A.       Actual Consolidated Tangible Net Worth at Statement Date:

<TABLE>
<S>                                                                                        <C>
                  1.       Total consolidated assets of the Borrower and its
                           Subsidiaries as of the last day of the fiscal quarter
                           ending on or before the Statement Date, as determined
                           in accordance with GAAP:                                        $_________________

                  2.       The assets that are required to be disclosed as
                           intangible assets in accordance with GAAP on the
                           balance sheet of the Borrower and its Subsidiaries
                           determined on a consolidated basis at the Statement
                           Date, including customer lists, goodwill, computer
                           software, copyrights, trade names, trademarks,
                           patents, unamortized deferred charges, unamortized
                           debt discount and capitalized research and
                           development costs:                                              $_________________

                  3.       Consolidated Total Liabilities:

                           a.       Total consolidated liabilities of the
                                    Borrower and its Subsidiaries as of the last
                                    day of the fiscal quarter ending on or
                                    before the Statement Date, as determined in
                                    accordance with GAAP:                                  $_________________

                           b.       The capitalized amount of remaining lease
                                    payments under any Synthetic Lease
                                    Obligation of the Borrower and its
                                    Subsidiaries that would appear on a balance
                                    sheet of such Persons prepared as of the
                                    Statement Date in accordance with GAAP if
                                    such lease were accounted for as a capital
                                    lease determined on a consolidated basis:              $_________________

                           c.       Sum of Lines I.A.3.a and I.A.3.b:                      $_________________
</TABLE>


                                      D-3
<PAGE>   105
<TABLE>
<S>                                                                                        <C>
                  4.       Actual Consolidated Tangible Net Worth (Line I.A.1 -
                           (Lines I.A.2 + I.A.3.c)):                                       $_________________

         B.       $700,000,000

         C.       Net income of the Borrower and its Subsidiaries from
                  continuing operations before extraordinary items and excluding
                  gains or losses in excess of $10,000,000 per annum from
                  dispositions of machinery and equipment (other than inventory)
                  out of the ordinary course of business earned in each fiscal
                  quarter ending after March 31, 2001 (with no deduction for a
                  net loss in any such fiscal quarter) determined on a
                  consolidated basis:                                                      $_________________

         D.       50% of Line I.C:                                                         $_________________

         E.       Amount equal to 100% of the aggregate increases in
                  Shareholders' Equity after the Closing Date by reason of the
                  issuance and sale of capital stock of the Borrower (including
                  upon any conversion of debt securities of the Borrower into
                  such capital stock):                                                     $_________________

         F.       Minimum required Consolidated Tangible Net Worth at the
                  Statement Date (Lines I.B + I.D + I.E):                                  $_________________

         G.       Excess (deficiency) for covenant compliance (Line I.A.4 -
                  I.F):                                                                    $_________________


II.      SECTION 7.06(B) - CONSOLIDATED TOTAL INDEBTEDNESS TO CONSOLIDATED
         EBITDA.

         A.       Consolidated Total Indebtedness at the Statement Date:

                  1.       All amounts which would, in accordance with GAAP, be
                           included as indebtedness on a consolidated balance
                           sheet of the Borrower and its Subsidiaries as of the
                           Statement Date:                                                 $_________________

                  2.       Line I.A.3.b:                                                   $_________________

                  3.       Sum of Lines II.A.1 and II.A.2:                                 $_________________

         B.       Consolidated EBITDA measured on a rolling four quarter basis
                  for the four fiscal quarters ended on or before the Statement
                  Date (the "Subject Period"):
</TABLE>


                                      D-4
<PAGE>   106

<TABLE>
<S>                                                                                        <C>
                  1.       The net income of the Borrower and its Subsidiaries
                           during the Subject Period (measured on a consolidated
                           basis) from continuing operations before
                           extraordinary items and excluding gains or losses in
                           excess of $10,000,000 per annum from dispositions of
                           machinery and equipment (other than inventory) out of
                           the ordinary course of business:                                $_________________

                  2.       All interest, premium payments, fees, charges and
                           related expenses of the Borrower and its Subsidiaries
                           for the Subject Period (measured on a consolidated
                           basis) paid, incurred or taken in connection with
                           borrowed money (including capitalized interest) or in
                           connection with the deferred purchase price of
                           assets, in each case only to the extent treated as
                           interest in accordance with GAAP:                               $_________________

                  3.       The portion of rent expense of the Borrower and its
                           Subsidiaries (measured on a consolidated basis) for
                           the Subject Period under capital leases that is
                           treated as interest in accordance with GAAP:                    $________________

                  4.       The amount of taxes, based on or measured by income,
                           used or included in the determination of the amount
                           of Line II.B.1:                                                 $_________________

                  5.       The amount of depreciation and amortization expense,
                           and other non-cash additions or deductions used or
                           included in determining the amount of Line II.B.1,
                           including purchased in-process research and
                           development, goodwill, other non-cash restructuring
                           charges and other non-cash additions or deductions
                           recognized pursuant to FAS 115 or FAS 121:                     $_________________

         C.       Consolidated EBITDA for the Subject Period (Lines II.B.1 +
                  II.B.2 + II.B.3 + II.B.4 + II.B.5):                                     $_________________

         D.       Actual ratio of Consolidated Total Indebtedness to
                  Consolidated EBITDA for the Subject Period (Line II.A.3 to
                  Line II.B.6):                                                                  ____ to 1
</TABLE>


                                      D-5
<PAGE>   107

<TABLE>
<S>                                                                                        <C>
         E.       Maximum permitted ratio of Consolidated Total Indebtedness to
                  Consolidated EBITDA:                                                          3.00 to 1

III.     SECTION 7.06(C) - CONSOLIDATED TOTAL INDEBTEDNESS

         A.       Actual Consolidated Total Indebtedness as of last day of the
                  fiscal quarter ending on or before the Statement Date (Line
                  II.A.3):                                                                 $_________________

         B.       Maximum Consolidated Total Indebtedness permitted:                             $800,000.

         C.       Excess (deficiency) for covenant compliance (Line III.A - Line
                  III.B)                                                                   $_________________

IV.      SECTION 7.01(Q) - LIENS OTHER THAN PERMITTED LIENS

         A.       The aggregate amount of Debt and other indebtedness secured by
                  any Liens permitted under Section 7.01(q) of the Agreement:              $_________________

         B.       The aggregate monetary obligations in respect of transactions
                  permitted pursuant to the proviso of Section 7.03 of the
                  Agreement:                                                               $_________________

         C.       The applicable amount of all Securitizations of the Borrower
                  and its Subsidiaries:                                                    $_________________

         D.       Sum of Lines IV.A, IV.B, and IV.C:                                       $_________________

         E.       Total Capitalization:

                  1.       The aggregate amount of all Debt of the Borrower and
                           its Subsidiaries at the Statement Date determined on
                           a consolidated basis:                                           $_________________

                  2.       The consolidated total assets of the Borrower and its
                           Subsidiaries determined in accordance with GAAP:                $_________________

                  3.       The consolidated total liabilities of the Borrower
                           and its Subsidiaries determined in accordance with
                           GAAP:                                                           $_________________

                  4.       Total Capitalization (Line IV.E.1 + Line IV.E.2 -
                           Line IV.E.3):                                                   $_________________

         F.       25% of Total Capitalization (25% of Line IV.E.4):                        $_________________
</TABLE>


                                      D-6
<PAGE>   108

<TABLE>
<S>                                                                                        <C>
         G.       Excess (deficiency) (Line IV.D - Line IV.F):                             $_________________

V.       SECTION 7.03 - SALE AND LEASEBACK.

         A.       The aggregate monetary obligations in respect of all
                  transactions subject to Section 7.03 of the Agreement,
                  including the proposed sale-leaseback transaction:                       $_________________

         B.       The aggregate amount of Debt secured by any Liens permitted by
                  Section 7.01(q) of the Agreement:                                        $_________________

         C.       The applicable amount of all Securitizations of the Borrower
                  and all of its Subsidiaries (Line IV.C):                                 $_________________

         D.       Sum of Lines V.A, V.B, and V.C:                                          $_________________

         E.       25% of Total Capitalization (Line IV.F):                                 $_________________

         F.       Excess (deficiency) (Line V.D - Line V.E):                               $_________________
</TABLE>


                                      D-7
<PAGE>   109

                                                                       EXHIBIT E


                        FORM OF ASSIGNMENT AND ACCEPTANCE

         Reference is made to that certain Credit Agreement, dated as of May 10,
2001 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined), among Harris Corporation, a Delaware corporation
(the "Borrower"), the Lenders from time to time party thereto and SunTrust Bank,
as Administrative Agent and L/C Issuer.

         The assignor identified on the signature page hereto (the "Assignor")
and the assignee identified on the signature page hereto (the "Assignee") agree
as follows:

         1. (a) Subject to paragraph 11, effective as of the date specified on
Schedule 1 hereto (the "Effective Date"), the Assignor hereby irrevocably sells
and assigns to the Assignee without recourse to the Assignor, and the Assignee
hereby irrevocably purchases and assumes from the Assignor without recourse to
the Assignor, the interest described on Schedule 1 hereto (the "Assigned
Interest") in and to the Assignor's rights and obligations under the Agreement.

         (b) From and after the Effective Date, (i) the Assignee shall be a
party under the Agreement and will have all the rights and obligations of a
Lender for all purposes under the Loan Documents to the extent of the Assigned
Interest and be bound by the provisions thereof, and (ii) the Assignor shall
relinquish its rights and be released from its obligations under the Agreement
to the extent of the Assigned Interest. The Assignor or the Assignee, as agreed
by the Assignor and the Assignee, shall deliver, in immediately available funds,
any applicable assignment fee required under Section 10.07(b) of the Agreement.

         2. On the Effective Date, the Assignee shall pay to the Assignor, in
immediately available funds, an amount equal to the purchase price of the
Assigned Interest as agreed by the Assignor and the Assignee.

         3. From and after the Effective Date, the Administrative Agent shall
make all payments under the Agreement and the Notes, if any, in respect of the
Assigned Interest (including all payments of principal, interest and fees with
respect thereto) to the Assignee. The Assignor and the Assignee shall make all
appropriate adjustments in payments under the Agreement and such Notes, if any,
for periods prior to the Effective Date directly between themselves.

         4. The Assignor represents and warrants to the Assignee that:

                  (a) The Assignor is the legal and beneficial owner of the
         Assigned Interest, and the Assigned Interest is free and clear of any
         adverse claim;

                  (b) the Assigned Interest listed on Schedule 1 accurately and
         completely sets forth the Outstanding Amount of all Loans and L/C
         Obligations relating to the Assigned Interest as of the Effective Date;


                                      E-1
<PAGE>   110

                  (c) it has the power and authority and the legal right to
         make, deliver and perform, and has taken all necessary action, to
         authorize the execution, delivery and performance of this Assignment
         and Acceptance, and any and all other documents delivered by it in
         connection herewith and to fulfill its obligations under, and to
         consummate the transactions contemplated by, this Assignment and
         Acceptance and the Loan Documents, and no consent or authorization of,
         filing with, or other act by or in respect of any Governmental
         Authority, is required in connection in connection herewith or
         therewith; and

                  (d) this Assignment and Acceptance constitutes the legal,
         valid and binding obligation of the Assignor.

         The Assignor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or any of
its Affiliates or the performance by the Borrower or any of its Affiliates of
their respective obligations under the Loan Documents, and assumes no
responsibility with respect to any statements, warranties or representations
made under or in connection with any Loan Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Loan Document
other than as expressly set forth above.

         5. The Assignee represents and warrants to the Assignor and the
Administrative Agent that:

                  (a) it is an Eligible Assignee;

                  (b) it has the full power and authority and the legal right to
         make, deliver and perform, and has taken all necessary action, to
         authorize the execution, delivery and performance of this Assignment
         and Acceptance, and any and all other documents delivered by it in
         connection herewith and to fulfill its obligations under, and to
         consummate the transactions contemplated by, this Assignment and
         Acceptance and the Loan Documents, and no consent or authorization of,
         filing with, or other act by or in respect of any Governmental
         Authority, is required in connection in connection herewith or
         therewith;

                  (c) this Assignment and Acceptance constitutes the legal,
         valid and binding obligation of the Assignee;

                  (d) under applicable Laws no tax will be required to be
         withheld by the Administrative Agent or the Borrower with respect to
         any payments to be made to the Assignee hereunder or under any Loan
         Document, and unless otherwise indicated in the space opposite the
         Assignee's signature below, no tax forms described in Section 10.15 of
         the Agreement are required to be delivered by the Assignee; and

                  (e) the Assignee has received a copy of the Agreement,
         together with copies of the most recent financial statements of the
         Borrower delivered pursuant thereto, and such other documents and
         information as it has deemed appropriate to make its own credit
         analysis and decision to enter into this Assignment and Acceptance. The
         Assignee has independently and without reliance upon the Assignor or
         the Administrative Agent


                                      E-2
<PAGE>   111

         and based on such information as the Assignee has deemed appropriate,
         made its own credit analysis and decision to enter into this Assignment
         and Acceptance. The Assignee will, independently and without reliance
         upon the Administrative Agent or any Lender, and based upon such
         documents and information as it shall deem appropriate at the time,
         continue to make its own credit decisions in taking or not taking
         action under the Agreement.

         6. The Assignee appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under the Agreement, the other Loan Documents or any other instrument
or document furnished pursuant hereto or thereto as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
incidental thereto.

         7. If either the Assignee or the Assignor desires a Note to evidence
its Loans, it shall request the Administrative Agent to procure a Note from the
Borrower. Upon its receipt of a notification that the Administrative Agent holds
the Note to be replaced, the Borrower shall execute and deliver such replacement
Note to the Administrative Agent.

         8. The Assignor and the Assignee agree to execute and deliver such
other instruments, and take such other action, as either party may reasonably
request in connection with the transactions contemplated by this Assignment and
Acceptance.

         9. This Assignment and Acceptance shall be binding upon and inure to
the benefit of the parties and their respective successors and assigns;
provided, however, that the Assignee shall not assign its rights or obligations
hereunder without the prior written consent of the Assignor and any purported
assignment, absent such consent, shall be void.

         10. This Assignment and Acceptance may be executed by facsimile
signatures with the same force and effect as if manually signed and may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This
Assignment and Acceptance shall be governed by and construed in accordance with
the laws of the state specified in the Section of the Agreement entitled
"Governing Law."

         11. The effectiveness of the assignment described herein is subject to:

         (a) if such consent is required by the Agreement, receipt by the
Assignor and the Assignee of the consent of the Administrative Agent, the L/C
Issuer and the Borrower to the assignment described herein. By delivering a duly
executed and delivered copy of this Assignment and Acceptance to the
Administrative Agent, the Assignor and the Assignee hereby request any such
required consent and request that the Administrative Agent register the Assignee
as a Lender under the Agreement effective as of the Effective Date; and

         (b) receipt by the Administrative Agent of (or other arrangements
acceptable to the Administrative Agent with respect to) any applicable
assignment fee referred to in Section 10.07(b) of the Agreement and any tax
forms required by Section 10.15 of the Agreement.


                                      E-3
<PAGE>   112

         By signing below, the Administrative Agent agrees to register the
Assignee as a Lender under the Agreement, effective as of the Effective Date
with respect to the Assigned Interest, and will adjust the registered Pro Rata
Share of the Assignor under the Agreement to reflect the assignment of the
Assigned Interest.

         12. Attached hereto as Schedule 2 is all contact, address, account and
other administrative information relating to the Assignee.

         IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers.


                                    ASSIGNOR:

                                    [NAME OF ASSIGNOR]


                                    By:_________________________________

                                    Name:_______________________________

                                    Title:______________________________


 [ ]  Tax forms required by         ASSIGNOR:
      Section 10.15 of the
      Agreement included            [NAME OF ASSIGNOR]


                                    By:_________________________________

                                    Name:_______________________________

                                    Title:______________________________

(Signatures continue)


                                      E-4
<PAGE>   113

         In accordance with and subject to Section 10.07 of the Credit
Agreement, the undersigned consent to the foregoing assignment as of the
Effective Date:


HARRIS CORPORATION


By:_________________________________

Name:_______________________________

Title:______________________________


SUNTRUST BANK,
as Administrative Agent and L/C Issuer


By:_________________________________

Name:_______________________________

Title:______________________________


                                      E-5
<PAGE>   114

                     SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE


                              THE ASSIGNED INTEREST

Effective Date: ______________________

<TABLE>
<CAPTION>
                               TYPE AND AMOUNT OF
                             OUTSTANDING OBLIGATIONS
  ASSIGNED COMMITMENT              ASSIGNED             ASSIGNED PRO RATA SHARE
-------------------------------------------------------------------------------
<S>                          <C>                        <C>
$_____________               [type] $__________            __________________%



</TABLE>


                                  Schedule 1-1
<PAGE>   115

                     SCHEDULE 2 TO ASSIGNMENT AND ACCEPTANCE


                             ADMINISTRATIVE DETAILS

(Assignee to list names of credit contacts, addresses, phone and facsimile
numbers, electronic mail addresses and account and payment information)


                                  Schedule 2-1
<PAGE>   116

                                                                       EXHIBIT F

                   FORM OF CLOSING DATE OPINIONS OF COUNSEL
                                (CONTENT SUMMARY)

1.       The Borrower is a corporation duly organized, validly existing and in
         good standing under the laws of the State of Delaware with the
         corporate power and authority and all material federal, New York and
         Florida governmental licenses, authorizations, consents and approvals
         to own and operate (or lease, as the case may be) its properties and to
         carry on its business as it is now conducted. The Borrower is qualified
         as a foreign corporation, licensed and in good standing in Florida and
         New York.

2.       The Borrower has the corporate power and authority to enter into and
         perform the Loan Documents, and has taken all necessary corporate
         action to authorize the execution, delivery and performance of such
         Loan Documents.

3.       No authorization, consent, approval, license, exemption of, or filing
         or registration with, any Governmental Authority, or approval or
         consent of any other Person, is required for the due execution,
         delivery or performance by, or enforcement against, the Borrower of the
         Loan Documents.

4.       The Loan Documents have been duly executed and delivered by the
         Borrower and constitute the legal, valid and binding obligations of the
         Borrower enforceable against the Borrower in accordance with their
         respective terms.

5.       The execution, delivery and performance by the Borrower of the Loan
         Documents will not (i) violate or be in conflict with any provision of
         the certificate or articles of incorporation, as the case may be, or
         by-laws of the Borrower, (ii) violate or be in conflict with any law or
         regulation having applicability to the Borrower, (iii) violate or
         contravene any judgment, decree, injunction, writ or order of any
         court, or any arbitrator or other Governmental Authority, having
         jurisdiction over the Borrower of the Borrower's properties or by which
         the Borrower may be bound, or (iv) violate or conflict with, or
         constitute a default under or result in the termination of, or
         accelerate the performance required by, any material indenture, loan or
         credit agreement (including the Existing Credit Facility), or other
         agreement for borrowed money or any other material agreement, lease or
         instrument to which the Borrower is a party or by which it or it's
         properties may be bound, or result in the creation of any Lien upon any
         of the assets or properties of the Borrower.

6.       Except as set forth on Schedule __, there is no pending or, to
         counsel's knowledge, threatened action or proceeding affecting the
         Borrower or any of its Subsidiaries before any court, governmental
         agency or arbitrator, which would reasonably be expected to have a
         Material Adverse Effect.

7.       The extension of credit under the Credit Agreement does not violate the
         provisions of Regulations T, U or X of the Federal Reserve Board.


                                       F-1
<PAGE>   117

8.       The Borrower is not an "investment company," or a company "controlled"
         by an "investment company," within the meaning of the Investment
         Company Act of 1940.

9.       The Borrower is not a "holding company" or a "subsidiary company" of a
         "holding company," or an "affiliate" of a "holding company" or of a
         "subsidiary company" of a "holding company" within the meaning of
         Public Utility Holding Company Act of 1935.

10.      No regulatory consents, authorizations, approvals or filing are
         required to be obtained or made by the Borrower from any New York
         Governmental Authority under any law of the State of new York or any
         regulation adopted by a Governmental Agency thereof for the borrowing
         by the Borrower under the Credit Agreement and the execution and
         delivery of the Credit Agreement and the Notes in connection with the
         performance by the Borrower of its obligations hereunder.


                                      F-2