<PAGE>   1
                                                               Exhibit 10(i)(ii)

                                                               EXECUTION VERSION


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                                CREDIT AGREEMENT
                                    (364-DAY)

                            Dated as of May 10, 2001

                                      among

                               HARRIS CORPORATION,

                                as the Borrower,

                                 SUNTRUST BANK,

                             as Administrative Agent

                             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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<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       PAGE
                                                                                                       ----
<S>                                                                                                    <C>
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS.............................................................1
         1.01     Defined Terms.........................................................................1
         1.02     Other Interpretive Provisions........................................................14
         1.03     Accounting Terms.....................................................................15
         1.04     Rounding.............................................................................15
         1.05     References to Agreements and Laws....................................................15

ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS......................................................15
         2.01     Loans................................................................................15
         2.02     Borrowings, Conversions and Continuations of Loans...................................16
         2.03     Prepayments..........................................................................17
         2.04     Optional Reduction or Termination of Commitments.....................................18
         2.05     Extension of Maturity Date...........................................................18
         2.06     Repayment of Loans...................................................................18
         2.07     Interest.............................................................................18
         2.08     Fees.................................................................................19
         2.09     Computation of Interest and Fees.....................................................20
         2.10     Evidence of Debt.....................................................................20
         2.11     Payments Generally...................................................................21
         2.12     Sharing of Payments..................................................................22
         2.13     Increase in Commitments..............................................................23

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY....................................................24
         3.01     Taxes................................................................................24
         3.02     Illegality...........................................................................25
         3.03     Inability to Determine Rates.........................................................26
         3.04     Increased Cost and Reduced Return; Capital Adequacy
                  Reserves on Eurodollar Rate Loans....................................................26
         3.05     Funding Losses.......................................................................27
         3.06     Matters Applicable to all Requests for Compensation..................................28
         3.07     Survival.............................................................................28
         3.08     Change in Lending Office; Limitation on Increased Costs..............................28

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS..................................................28
         4.01     Conditions of Initial Credit Extension...............................................29
         4.02     Conditions to all Credit Extensions..................................................30

ARTICLE V. REPRESENTATIONS AND WARRANTIES..............................................................30
         5.01     Existence, Qualification.............................................................30
         5.02     Authorization; No Contravention......................................................31
         5.03     Governmental Authorization...........................................................31
         5.04     Binding Effect.......................................................................31
         5.05     Financial Statements; No Material Adverse Change.....................................31
</TABLE>


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<TABLE>
<S>                                                                                                    <C>
         5.06     Litigation...........................................................................31
         5.07     ERISA Compliance.....................................................................31
         5.08     Real Property........................................................................31
         5.09     Margin Regulations; Investment Company Act; Public
                  Utility Holding Company Act..........................................................32
         5.10     Outstanding Loans....................................................................32
         5.11     Taxes................................................................................33
         5.12     Intellectual Property; License, Etc..................................................33
         5.13     Disclosure...........................................................................33

ARTICLE VI. AFFIRMATIVE COVENANTS......................................................................33
         6.01     Reporting Requirements...............................................................33
         6.02     Corporate Existence..................................................................35
         6.03     Compliance with Laws, Etc............................................................35
         6.04     Certificates.........................................................................35
         6.05     Covenant to Secure Notes Equally.....................................................36
         6.06     Maintenance of Properties............................................................36
         6.07     Maintenance of Insurance.............................................................36
         6.08     Taxes and Other Claims...............................................................36
         6.09     Environmental Laws...................................................................36
         6.10     Books and Records....................................................................37
         6.11     Compliance with ERISA................................................................37

ARTICLE VII. NEGATIVE COVENANTS........................................................................37
         7.01     Liens................................................................................37
         7.02     Merger, Consolidation and Sale of Assets.............................................40
         7.03     Sale and Leaseback...................................................................41
         7.04     Certain Investments..................................................................41
         7.05     Use of Proceeds......................................................................41
         7.06     Financial Covenants..................................................................41

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES...........................................................42
         8.01     Events of Default....................................................................42

ARTICLE IX. ADMINISTRATIVE AGENT.......................................................................45
         9.01     Appointment and Authorization of Administrative Agent................................45
         9.02     Delegation of Duties.................................................................45
         9.03     Liability of Administrative Agent....................................................45
         9.04     Reliance by Administrative Agent.....................................................45
         9.05     Notice of Default....................................................................46
         9.06     Credit Decision; Disclosure of Information by Administrative Agent...................46
         9.07     Indemnification of Administrative Agent..............................................47
         9.08     Administrative Agent in its Individual Capacity......................................47
         9.09     Successor Administrative Agent.......................................................48
         9.10     Other Agents; Lead Managers..........................................................48

ARTICLE X. MISCELLANEOUS...............................................................................48
</TABLE>


                                       ii
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<TABLE>
<S>                                                                                                    <C>
         10.01    Amendments, Etc......................................................................48
         10.02    Notices and Other Communications; Facsimile Copies...................................49
         10.03    No Waiver; Cumulative Remedies.......................................................50
         10.04    Attorney Costs, Expenses and Taxes...................................................50
         10.05    Indemnification by the Borrower......................................................51
         10.06    Payments Set Aside...................................................................52
         10.07    Successors and Assigns...............................................................52
         10.08    Confidentiality......................................................................55
         10.09    Set-off..............................................................................55
         10.10    Interest Rate Limitation.............................................................56
         10.11    Counterparts.........................................................................56
         10.12    Integration..........................................................................56
         10.13    Survival of Representations and Warranties...........................................56
         10.14    Severability.........................................................................56
         10.15    Foreign Lenders......................................................................57
         10.16    Removal and Replacement of Lenders...................................................67
         10.17    Governing Law........................................................................58
         10.18    Waiver of Right to Trial by Jury.....................................................59
         10.19    ENTIRE AGREEMENT.....................................................................59
</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        Loan Notice
B        Note
C        Compliance Certificate
D        Assignment and Acceptance
E        Closing Date Opinion of Counsel (content summary)


                                      iii
<PAGE>   5
                                CREDIT AGREEMENT
                                    (364-DAY)

         This CREDIT AGREEMENT (364-Day) ("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.

         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:

         "3-Year Credit Agreement" means that certain Credit Agreement (3-Year)
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.

         "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.

         "Agent Fee Letter" has the meaning set forth in Section 2.08(d).

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         "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:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                   Applicable Rate
------------------------------------------------------------------------------------------------------------------
Pricing Level                                                                    Eurodollar Rate
                     Debt Rating            Facility Fee     Utilization Fee                            Base Rate
------------------------------------------------------------------------------------------------------------------
<S>              <C>                        <C>              <C>                 <C>                    <C>
      1            A-/A3 or better             .1000%            .1250%              .5250%               .0000%
------------------------------------------------------------------------------------------------------------------
      2               BBB+/Baa1                .1250%            .1250%              .6250%               .0000%
------------------------------------------------------------------------------------------------------------------
      3                BBB/Baa2                .1500%            .1250%              .7250%               .0000%
------------------------------------------------------------------------------------------------------------------
      4               BBB-/Baa3                .1750%            .1250%              .8250%               .0000%
------------------------------------------------------------------------------------------------------------------
      5          Lower than BBB-/Baa3          .2500%            .1250%              1.125%               .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)(v).
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.

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

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<PAGE>   7
         "Arranger Fee Letter" has the meaning specified in Section 2.08(c).

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

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

         "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.

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

                                       3
<PAGE>   8
                  (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 to make Loans to
the Borrower pursuant to Section 2.01, in an aggregate principal amount at any
one time outstanding not to exceed the amount set forth 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").

         "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.

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

         "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) 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

                                       4
<PAGE>   9
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 an extension of credit by a Lender pursuant to
a Borrowing.

         "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)
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

                                       5
<PAGE>   10
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
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

                                       6
<PAGE>   11
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 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 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 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 Loan" means a Loan that bears interest at a rate based
on the Eurodollar Rate.

         "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.

                                       7
<PAGE>   12
         "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.

         "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,

                                       8
<PAGE>   13
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, 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 Eurodollar Rate 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 as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or 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

                                       9
<PAGE>   14
in its Loan Notice, or, such other period that is twelve months or less
requested by the Borrower and consented to by all the Lenders; 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.

         "Lender" has the meaning specified in the introductory paragraph
hereto.

         "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.

         "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" has the meaning specified in Section 2.01.

         "Loan Documents" means this Agreement, each Note, each Fee Letter, each
Loan Notice and each Compliance Certificate.

                                       10
<PAGE>   15
         "Loan Notice" means a notice of (a) a Borrowing, (b) a conversion of
Loans from one Type to the other, or (c) a continuation of Loans as the same
Type, pursuant to Section 2.02(a), which, if in writing, shall be substantially
in the form of Exhibit A.

         "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 8, 2002, as such date may be extended in
accordance with Section 2.05 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.

         "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.

         "Note" means a promissory note made by the Borrower in favor of a
Lender evidencing Loans made by such Lender, substantially in the form of
Exhibit B.

         "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.

                                       11
<PAGE>   16
         "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 with respect to Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Loans occurring on such date.

         "Outstanding Obligations" has the meaning set forth in Section 2.08(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.

         "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.

                                       12
<PAGE>   17
         "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.

         "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 (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.

                                       13
<PAGE>   18
         "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, with respect to a Loan, its character as a Base Rate Loan
or a Eurodollar Rate Loan.

         "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.

         "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 Outstanding Amount of such Lender's Loans then comprises of (ii) the
Outstanding Amount of all Loans; provided, however, that if any Lender has
failed to fund any portion of the Loans 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 Loans.

         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) (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.


                                       14
<PAGE>   19
         (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.

         (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 LOANS. Subject to the terms and conditions set forth herein, each
Lender severally agrees to make loans (each such loan, a "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;

                                       15
<PAGE>   20
provided, however, that after giving effect to any Borrowing, (i) the aggregate
Outstanding Amount of all Loans shall not exceed the Aggregate Commitments, and
(ii) the aggregate Outstanding Amount of the Loans of any Lender 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 2.03, and reborrow under this
Section 2.01. Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.

         2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

         (a) Each Borrowing, each conversion of Loans from one Type to the
other, and each continuation of 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 (x) 11:00 a.m., New York time, three Business Days prior to the
requested date of any Borrowing of, conversion to or continuation of Eurodollar
Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and
(y) 9:00 a.m., New York time, on the requested date of any Borrowing of Base
Rate Loans. Each such telephonic notice must be confirmed promptly by delivery
to the Administrative Agent of a written Loan Notice, appropriately completed
and signed by a Responsible Officer of the Borrower. Each Borrowing of,
conversion to or continuation of Eurodollar 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
less, an aggregate principal amount equal to the remaining balance of the
available Commitments). Each 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 Loan Notice (whether telephonic or written) shall specify (i)
whether the Borrower is requesting a Borrowing, a conversion of Loans from one
Type to the other, or a continuation of 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 Loans to be
borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to
which existing 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 Loan in a Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable 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 Loans. If the
Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar
Rate Loans in any such 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 Loan Notice, the Administrative Agent shall
promptly notify each Lender of its Pro Rata Share of the applicable 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 Borrowing, each Lender shall make the amount of its 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 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

                                       16
<PAGE>   21
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.

         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence of a Default or Event of Default, no
Loans may be requested as, converted to or continued as Eurodollar Rate Loans
without the consent of the Required Lenders, and the Required Lenders may demand
that any or all of the then outstanding Eurodollar Rate 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 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 Borrowings, all conversions of Loans
from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than ten Interest Periods in effect with respect to
Loans.

         2.03 PREPAYMENTS.

         (a) The Borrower may, upon notice to the Administrative Agent, at any
time or from time to time voluntarily prepay 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 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 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 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 Loans of the Lenders
in accordance with their respective Pro Rata Shares.

         (b) If for any reason the Outstanding Amount of all Loans at any time
exceeds the Aggregate Commitments then in effect, the Borrower shall immediately
prepay Loans in an aggregate amount equal to such excess.

                                       17
<PAGE>   22
         2.04 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; 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 Commitments shall be applied to the
Commitment of each Lender according to its Pro Rata Share. All facility fees and
utilization fees accrued until the effective date of any termination of the
Commitments shall be paid on the effective date of such termination.

         2.05 EXTENSION OF MATURITY DATE. Provided that no Default or Event of
Default exists as of the date of the request, the Borrower may, by irrevocable
written notice ("Request") to the Administrative Agent and each Lender delivered
no earlier than 60 days and no later than 30 days before the then-applicable
Maturity Date, request the Lenders to extend the Maturity Date to the date that
is 364 days after the then-current Maturity Date. Each Lender shall, no later
than 20 days after the date of such Request, give written notice to the
Administrative Agent stating whether such Lender agrees to extend the Maturity
Date, in its sole discretion. If the Administrative Agent receives such
agreement by such date from each of the Lenders, provided there exists no
Default or Event of Default on the then-current Maturity Date, the Maturity Date
shall be extended for 364 days and the Administrative Agent shall promptly
notify the Lenders and the Borrower of such extension. If any Lender fails to
respond to the Request within the time specified above, it shall be deemed to
have declined the Request. If less than all the Lenders shall agree to such
extension, the extension contemplated in this Section may nonetheless occur with
respect to the consenting Lenders, provided that any such extension shall be
conditioned upon an agreement to such extension by Lenders with at least 75% of
the aggregate Commitments. The Administrative Agent shall notify the Borrower
and each of the Lenders as to which Lenders have agreed to such extension and as
to the new Maturity Date as a result thereof, or that such extension shall not
occur, as the case may be. In the event that the Maturity Date is extended by
some but not all of the Lenders, on the existing Maturity Date for any Lender
not extending (each a "Non-Continuing Lender"), the Borrower shall repay all
Loans of such Non-Continuing Lender, together with all accrued and unpaid
interest thereon, and all fees and other amounts (including amounts arising
under Section 3.05(a)) owing to such Non-Continuing Lender, and upon such
payment each such Non-Continuing Lender shall cease to constitute a Lender
hereunder, except with respect to the indemnification provisions of this
Agreement, which shall survive as to such Non-Continuing Lender.

         2.06 REPAYMENT OF LOANS. The Borrower shall repay to the Lenders on the
Maturity Date the aggregate principal amount of Loans outstanding on such date.

         2.07 INTEREST.

                                       18
<PAGE>   23
         (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate 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; and (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.

         (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 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 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.

         2.08 FEES.

         (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 Loans (such aggregate amount, the "Outstanding
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
Obligations hereunder, plus, if such agreement is in effect, the "Outstanding
Obligations" under and as defined in the 3-Year Credit Agreement, exceeds 50% of
the Utilization Fee Base Amount, and shall be payable quarterly in

                                       19
<PAGE>   24
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 3-Year Credit Agreement (the "3-Year Commitments") have been
terminated in full, the amount of the Aggregate Commitments, and (ii) if at such
time the 3-Year Commitments have not been terminated in full, the sum of the
Aggregate Commitments and the 3-Year 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 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.

         (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.

         2.09 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 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.

         2.10 EVIDENCE OF DEBT. 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

                                       20
<PAGE>   25
otherwise affect the obligation of the Borrower hereunder to pay any amount
owing with respect to the Loans. 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 Note 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.

         2.11 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.

         (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, 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 then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal 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:

                  (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

                                       21
<PAGE>   26
         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 Loan 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 Loans are several
and not joint. The failure of any Lender to make any 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 Loan or purchase
its participation.

         (g) Subject to Section 3.08, 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.

         2.12 SHARING OF PAYMENTS(a) . If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of any Loans made by it or
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

                                       22
<PAGE>   27
the Administrative Agent of such fact, and (b) purchase from the other Lenders
such participations in the Loans made 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 2.12 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.

         2.13 INCREASE IN COMMITMENTS.

         (a) Provided there exists no Default or Event of Default, upon notice
to the Administrative Agent (which shall promptly notify the Lenders), the
Borrower may request an increase in the Commitments up to an aggregate amount
(including such increase) not to exceed $187,500,000; provided that (i) the
Borrower may make a maximum of three such requests, and (ii) the Borrower must
make any such request and deliver any such related notices on or prior to March
7, 2002. At the time of sending such notice, the Borrower (in consultation with
the Administrative Agent) shall specify the time period within which each Lender
is requested to respond (which shall in no event be less than 10 Business Days
from the date of delivery of such notice to the Lenders). Each Lender shall
notify the Administrative Agent within such time period whether or not it agrees
in its sole discretion to increase its Commitment and, if so, whether by an
amount equal to, greater than, or less than its Pro Rata Share of such requested
increase. Any Lender not responding within such time period shall be deemed to
have declined to increase its Commitment. The Administrative Agent shall notify
the Borrower and each Lender of the Lenders' responses to each request made
hereunder. To achieve the full amount of a requested increase, the Borrower may
also invite additional Eligible Assignees to become Lenders pursuant to a
joinder agreement in form and substance satisfactory to the Administrative Agent
and its counsel.

         (b) If any Commitments are increased in accordance with this Section,
the Administrative Agent and the Borrower shall determine the effective date of
such increase (the "Increase Effective Date"). The Administrative Agent and the
Borrower shall promptly notify the Lenders of the final allocation of such
increase and the Increase Effective Date. As a condition precedent to such
increase, the Borrower shall deliver to the Administrative Agent a

                                       23
<PAGE>   28
certificate dated as of the Increase Effective Date (in sufficient copies for
distribution to each Lender) signed by a Responsible Officer of the Borrower (i)
certifying and attaching the resolutions adopted by the Borrower approving or
consenting to such increase, and (ii) certifying that, before and after giving
effect to such increase, the representations and warranties contained in Article
V are true and correct on and as of the Increase Effective Date and that no
Default or Event of Default exists. The Borrower shall deliver new or amended
Notes reflecting the increased Commitment of any Lender holding or requesting a
Note. The Administrative Agent shall distribute an amended Schedule 2.01 (which
shall be deemed incorporated into this Agreement), to reflect any changes
therein resulting from such increase. The Borrower shall prepay any Loans
outstanding on the Increase Effective Date (and pay any additional amounts
required pursuant to Section 3.05) to the extent necessary to keep the
outstanding Loans ratable with any revised Pro Rata Shares arising from any
nonratable increase in the Commitments under this Section.

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


                                  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 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

                                       24
<PAGE>   29
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 any 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 (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

                                       25
<PAGE>   30
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 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 Borrowing, conversion or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
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 Eurodollar Rate Loans, 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.

                                       26
<PAGE>   31
         (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;

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

                                       27
<PAGE>   32
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 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 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 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.

         3.08 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 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 3.08 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

                                       28
<PAGE>   33
         4.01 CONDITIONS OF INITIAL CREDIT EXTENSION. The obligation of each
Lender to make its initial Credit Extension hereunder is 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 (iv) 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) 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) 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;

                  (iv) 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;

                  (v) 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;

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

                  (vii) 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

                                       29
<PAGE>   34
                  (viii) such other assurances, certificates, documents or
         consents as the Administrative Agent, the Syndication Agent 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 Loan Notice (other than a Loan Notice requesting only a conversion
of Loans to the other Type, or a continuation of Loans as the same Type) is
subject to the following conditions precedent:

         (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 shall have received a Loan Notice in
accordance with the requirements hereof.

         Each Loan Notice (other than a Loan Notice requesting only a conversion
of Loans to the other Type or a continuation of 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.

                                       30
<PAGE>   35
         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.

         (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

                                       31
<PAGE>   36
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.

         (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 does not exceed the aggregate
amount of the Commitments.

                                       32
<PAGE>   37
         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. 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, or any Loan
or other Obligation shall remain unpaid or unsatisfied, 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

                                       33
<PAGE>   38
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 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;

                                       34
<PAGE>   39
         (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; 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.

                                       35
<PAGE>   40
         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 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

                                       36
<PAGE>   41
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 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, or any Loan
or other Obligation shall remain unpaid or unsatisfied, 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:

                                       37
<PAGE>   42
         (a) Liens incurred in connection with the Cash Collateralization of any
L/C Obligations, as such terms are defined in the 3-Year Credit Agreement;

         (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;

         (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;

                                       38
<PAGE>   43
         (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 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;

                                       39
<PAGE>   44
         (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 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),

                                       40
<PAGE>   45
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.

         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 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.

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<PAGE>   46
         (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.

                  (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

                                       42
<PAGE>   47
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) 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

                                       43
<PAGE>   48
         (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(c) 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 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 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;
and (iii) 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 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
without further act of the Administrative Agent or any Lender.

                                       44
<PAGE>   49
                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

         9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT. 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 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.

         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.

                                       45
<PAGE>   50
         (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 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 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

                                       46
<PAGE>   51
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 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

                                       47
<PAGE>   52
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, and the terms
"Lender" and "Lenders" include SunTrust Bank in its individual capacity.

         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.

         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:

                                       48
<PAGE>   53
         (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 (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 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 2.12, 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 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
(ii) 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 Loans 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 or the Administrative Agent, 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 and the Administrative Agent. All such notices and other
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

                                       49
<PAGE>   54
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 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 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.

         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

                                       50
<PAGE>   55
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
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.

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<PAGE>   56
         (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 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; 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

                                       52
<PAGE>   57
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, 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 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 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; 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

                                       53
<PAGE>   58
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 2.12 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 3.08 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.

         (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, 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).

                                       54
<PAGE>   59
                  "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.

         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 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,

                                       55
<PAGE>   60
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.

         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.

         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

                                       56
<PAGE>   61
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 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),

                                       57
<PAGE>   62
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), and (y) 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 Loans of
all Lenders, together with any amounts due under Section 3.05. The Borrower may
then request 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.

         (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

                                       58
<PAGE>   63
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 SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

                                       59
<PAGE>   64
         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


                                       60
<PAGE>   65
                                   SUNTRUST BANK, as Administrative Agent and
                                   a Lender



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



                                       61
<PAGE>   66
                                 BANK OF AMERICA, N.A., as Syndication
                                 Agent and a Lender



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


                                       62
<PAGE>   67
                                 CITIBANK, N.A., as a Lender



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


                                       63
<PAGE>   68
                                 FIRST UNION NATIONAL BANK, as a Lender



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


                                       64
<PAGE>   69
                                 FLEET NATIONAL BANK, as a Lender



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


                                       65
<PAGE>   70
                                 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
                                        -------------------------------------


                                       66
<PAGE>   71
                                 NATIONAL CITY BANK, as a Lender



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


                                       67
<PAGE>   72
                                 THE BANK OF NEW YORK, as a Lender



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


                                       68
<PAGE>   73
                                 WACHOVIA BANK, N.A., as a Lender



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


                                       69
<PAGE>   74
                                                                       EXHIBIT A


                               FORM OF 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.

         The undersigned hereby requests (select one):

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

         1.       On _____________________ (a Business Day).

         2.       In the principal amount of $___________________.

                  Comprised of ____________________________.
                                    [TYPE OF LOAN REQUESTED]

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

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

   -------------------------------------------------------------------------
     AMOUNT                NAME                 ACCOUNT             ADDRESS
   ----------           ----------            ----------          ----------

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

         The 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>   75
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>   76
                                                                       EXHIBIT B

                                  FORM OF 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 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.

         The Borrower promises to pay interest on the unpaid principal amount of
each Loan from the date of such 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 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. 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 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:______________________________


                                      B-1
<PAGE>   77
                     LOANS AND PAYMENTS WITH RESPECT THERETO

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

---------------------------------------------------------------------------------------------------------------------
<S>           <C>             <C>          <C>            <C>          <C>              <C>                  <C>
    ----          ----          ----       ---------      ------         ---------      -----------------    -------

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

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

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

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

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

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

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

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

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

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

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

</TABLE>


                                      B-2
<PAGE>   78
                                                                       EXHIBIT C


                         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. 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

                                      C-1
<PAGE>   79
                                  [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:______________________________


                                      C-2
<PAGE>   80
         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)

<TABLE>
<S>                                                                                    <C>
I.       SECTION 7.06(A) - CONSOLIDATED TANGIBLE NET WORTH.

         A.       Actual Consolidated Tangible Net Worth at Statement Date:

                  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:                 $__________________________

                  4.       Actual Consolidated Tangible Net Worth (Line I.A.1 -
                           (Lines I.A.2 + I.A.3.c)):                                  $__________________________
</TABLE>


                                      C-3
<PAGE>   81
<TABLE>
<S>                                                                                   <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>


                                      C-4
<PAGE>   82
<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>


                                      C-5
<PAGE>   83
<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>


                                      C-6
<PAGE>   84
<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>


                                      C-7
<PAGE>   85
                                                                       EXHIBIT D


                        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.

         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 relating to
         the Assigned Interest as of the Effective Date;


                                      D-1
<PAGE>   86
                  (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

                                      D-2
<PAGE>   87
         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 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.


                                      D-3
<PAGE>   88
         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)


                                      D-4
<PAGE>   89
         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


By:_______________________________________

Name:_____________________________________

Title:____________________________________



                                      D-5
<PAGE>   90
                     SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE


                              THE ASSIGNED INTEREST

Effective Date: ______________________

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



                                  Schedule 1-1
<PAGE>   91
                     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>   92
                                                                       EXHIBIT E

                    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 or
         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 New York and
         Florida.

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 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>   93
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