<PAGE>   1
                                                                    EXHIBIT 10.2


                                                                 EXECUTION COPY

                       364 DAY REVOLVING CREDIT AGREEMENT


                            Dated as of June 2, 2000





                                  By And Among



                               OFFICE DEPOT, INC.

                                       and


                                 SUNTRUST BANK,
                    individually and as Administrative Agent,
                             BANK OF AMERICA, N.A.,
                     individually and as Syndication Agent,
                                  BANK ONE, NA,
                    individually and as Documentation Agent,
                                 CITIBANK, N.A.,
                       individually and as Managing Agent,















                         BANC OF AMERICA SECURITIES LLC
                                       and
                         BANC ONE CAPITAL MARKETS, INC.,
                              as Co-Lead Arrangers



<PAGE>   2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


                                                                                                                 Page
                                                                                                                 ----

<S>                 <C>                                                                                          <C>
ARTICLE  I          DEFINITIONS; CONSTRUCTION.....................................................................1
         Section  1.1          Definitions........................................................................1
         Section  1.2          Accounting Terms and Determination................................................15
         Section  1.3          Other Definitional Provisions.....................................................15
         Section  1.4          Exhibits and Schedules............................................................15

ARTICLE  II         REVOLVING LOANS..............................................................................16
         Section  2.1          Commitment; Use of Proceeds.......................................................16
         Section  2.2          Notes; Repayment of Principal.....................................................17
         Section  2.3          Voluntary Reduction of Revolving Loan Commitments.................................17

ARTICLE  III        GENERAL LOAN TERMS...........................................................................17
         Section  3.1          Funding Notices...................................................................17
         Section  3.2          Disbursement of Funds.............................................................20
         Section  3.3          Interest..........................................................................21
         Section  3.4          Interest Periods..................................................................22
         Section  3.5          Fees..............................................................................23
         Section  3.6          Voluntary Prepayments of Borrowings...............................................23
         Section  3.7          Payments, etc.....................................................................24
         Section  3.8          Interest Rate Not Ascertainable, etc..............................................26
         Section  3.9          Illegality........................................................................26
         Section  3.10         Increased Costs...................................................................27
         Section  3.11         Lending Offices...................................................................28
         Section  3.12         Funding Losses....................................................................28
         Section  3.13         Assumptions Concerning Funding of Eurodollar Advances.............................29
         Section  3.14         Apportionment of Payments.........................................................29
         Section  3.15         Sharing of Payments, Etc..........................................................29
         Section  3.16         Capital Adequacy..................................................................30
         Section  3.17         Benefits to Guarantors............................................................30
         Section  3.18         Limitation on Certain Payment Obligations.........................................30
         Section  3.19         Return of Payments................................................................31
         Section  3.20         Extension of the Commitments......................................................31
         Section  3.21         Substitution of Lenders...........................................................32

ARTICLE  IV         CONDITIONS TO EXTENSIONS OF CREDIT...........................................................33
         Section  4.1          Conditions Precedent to Extension of Credit.......................................33
         Section  4.2          Conditions to All Extensions of Credit............................................35

ARTICLE  V          REPRESENTATIONS AND WARRANTIES...............................................................35
         Section  5.1          Organization and Qualification....................................................36

</TABLE>

                                       i
<PAGE>   3
<TABLE>
<CAPTION>



<S>                 <C>                                                                                          <C>
         Section  5.2          Corporate and Partnership Authority...............................................36
         Section  5.3          Financial Statements..............................................................36
         Section  5.4          Tax Returns.......................................................................36
         Section  5.5          Actions Pending...................................................................37
         Section  5.6          Representations; No Defaults......................................................37
         Section  5.7          Title to Properties; Capitalized Leases...........................................37
         Section  5.8          Enforceability of Agreement.......................................................37
         Section  5.9          Consent...........................................................................37
         Section  5.10         Use of Proceeds; Federal Reserve Regulations......................................38
         Section  5.11         ERISA.............................................................................38
         Section  5.12         Subsidiaries......................................................................38
         Section  5.13         Outstanding Debt..................................................................39
         Section  5.14         Conflicting Agreements............................................................39
         Section  5.15         Environmental Matters.............................................................39
         Section  5.16         Possession of Franchises, Licenses, Etc...........................................40
         Section  5.17         Patents, Etc......................................................................40
         Section  5.18         Governmental Consent..............................................................41
         Section  5.19         Disclosure........................................................................41
         Section  5.20         Insurance Coverage................................................................41
         Section  5.21         Labor Matters.....................................................................41
         Section  5.22         Intercompany Loans; Dividends.....................................................41
         Section  5.23         Securities Acts...................................................................42
         Section  5.24         Investment Company Act; Holding Company...........................................42
         Section  5.25         Regulation T, Etc.................................................................42
         Section  5.26         Year 2000 Compliance..............................................................42

ARTICLE  VI         AFFIRMATIVE COVENANTS........................................................................42
         Section  6.1          Corporate Existence, Etc..........................................................42
         Section  6.2          Compliance with Laws, Etc.........................................................43
         Section  6.3          Payment of Taxes and Claims, Etc..................................................43
         Section  6.4          Keeping of Books..................................................................43
         Section  6.5          Visitation, Inspection, Etc.......................................................43
         Section  6.6          Insurance; Maintenance of Properties..............................................43
         Section  6.7          Reporting Covenants...............................................................44
         Section  6.8          Financial Covenants...............................................................47
         Section  6.9          Notices Under Certain Other Indebtedness..........................................48
         Section  6.10         Additional Guarantors.............................................................48
         Section  6.11         Financial Statements; Fiscal Year.................................................48
         Section  6.12         Ownership of Guarantors...........................................................48

ARTICLE  VII        NEGATIVE COVENANTS...........................................................................48
         Section  7.1          Liens.............................................................................49
         Section  7.2          Mergers, Acquisitions, Sales, Etc.................................................49
         Section  7.3          Investments, Loans, Etc...........................................................50
         Section  7.4          Transactions with Affiliates......................................................52
         Section  7.5          Optional Prepayments..............................................................52
         Section  7.6          Changes in Business...............................................................52

</TABLE>


                                       ii
<PAGE>   4

<TABLE>
<CAPTION>
<S>                 <C>                                                                                          <C>
         Section  7.7          ERISA.............................................................................52
         Section  7.8          Additional Negative Pledges.......................................................53
         Section  7.9          Limitation on Payment Restrictions Affecting Consolidated Companies...............53
         Section  7.10         Actions Under Certain Documents...................................................53

ARTICLE  VIII EVENTS OF DEFAULT..................................................................................53
         Section  8.1          Payments..........................................................................53
         Section  8.2          Covenants Without Notice..........................................................53
         Section  8.3          Other Covenants...................................................................53
         Section  8.4          Representations...................................................................54
         Section  8.5          Non-Payments of Other Indebtedness................................................54
         Section  8.6          Defaults Under Other Agreements...................................................54
         Section  8.7          Bankruptcy........................................................................54
         Section  8.8          ERISA.............................................................................55
         Section  8.9          Money Judgment....................................................................55
         Section  8.10         Ownership of Credit Parties.......................................................55
         Section  8.11         Change in Control of Borrower.....................................................55
         Section  8.12         Default Under Other Credit Documents..............................................56
         Section  8.13         Attachments.......................................................................56

ARTICLE  IX         THE AGENTS...................................................................................56
         Section  9.1          Appointment of Agents.............................................................56
         Section  9.2          Nature of Duties of Agents........................................................57
         Section  9.3          Lack of Reliance on the Agents....................................................57
         Section  9.4          Certain Rights of the Agents......................................................57
         Section  9.5          Reliance by Agents................................................................58
         Section  9.6          Indemnification of Administrative Agent...........................................58
         Section  9.7          The Agents in Their Individual Capacity...........................................58
         Section  9.8          Holders of Notes..................................................................58
         Section  9.9          Successor Agents..................................................................59

ARTICLE  X          MISCELLANEOUS................................................................................59
         Section  10.1         Notices...........................................................................59
         Section  10.2         Amendments, Etc...................................................................60
         Section  10.3         No Waiver; Remedies Cumulative....................................................60
         Section  10.4         Payment of Expenses, Etc..........................................................60
         Section  10.5         Right of Setoff...................................................................62
         Section  10.6         Benefit of Agreement..............................................................62
         Section  10.7         Governing Law; Submission to Jurisdiction.........................................65
         Section  10.8         Independent Nature of Lenders'Rights..............................................65
         Section  10.9         Counterparts......................................................................66
         Section  10.10        Effectiveness; Survival...........................................................66
         Section  10.11        Severability......................................................................66
         Section  10.12        Independence of Covenants.........................................................66
         Section  10.13        Change in Accounting Principles, Fiscal Year or Tax Laws..........................66
         Section  10.14        Headings Descriptive; Entire Agreement............................................67

</TABLE>



                                      iii


<PAGE>   5

<TABLE>
<CAPTION>
<S>                 <C>                                                                                          <C>
         Section  10.15        Time is of the Essence............................................................67
         Section  10.16        Usury.............................................................................67
         Section  10.17        Construction......................................................................67
         Section  10.18        Confidentiality...................................................................67

</TABLE>




                                       iv
<PAGE>   6




                                    SCHEDULES


Schedule  5.1                  Organization and Ownership of Subsidiaries
Schedule  5.4                  Tax Filings and Payments
Schedule  5.5                  Certain Pending and Threatened Litigation
Schedule  5.7                  Capitalized Lease Obligations
Schedule  5.11                 Employee Benefit Matters
Schedule  5.13(a)              Outstanding Indebtedness
Schedule  5.13(b)              Defaults Under Existing Indebtedness
Schedule  5.14                 Conflicting Agreements
Schedule  5.15(a)              Environmental Compliance
Schedule  5.15(b)              Environmental Notices
Schedule  5.15(c)              Environmental Permits
Schedule  5.15(d)              Equal Employment and Employee Safety
Schedule  5.17                 Patent, Trademark, License, and Other
                               Intellectual Property Matters
Schedule  5.21                 Labor and Employment Matters
Schedule  5.22                 Intercompany Loans
Schedule  7.1                  Existing Liens
Schedule  7.3                  Existing Investments


                                    EXHIBITS

Exhibit A                      Form of Syndicate Revolving Credit Note
Exhibit B                      Form of Competitive Bid Revolving Credit Note
Exhibit C                      Form of Subsidiary Guaranty Agreement
Exhibit D                      Form of Closing Certificate
Exhibit E                      Form of Assignment and Acceptance
Exhibit F                      Form of Contribution Agreement




                                       v
<PAGE>   7


                       364 DAY REVOLVING CREDIT AGREEMENT

         THIS 364 DAY REVOLVING CREDIT AGREEMENT, dated as of June 2, 2000 (the
"Agreement") by and among OFFICE DEPOT, INC. ("Borrower"), a Delaware
corporation, SUNTRUST BANK, ("SunTrust"), a national banking association, BANK
OF AMERICA, N.A., a national banking association ("Bank of America"), BANK ONE,
NA, a national banking association ("Bank One"), CITIBANK, N.A., a national
banking association ("Citibank"), the other financial institutions party hereto
(collectively, the "Lenders" and, individually, a "Lender"), SUNTRUST as
Administrative Agent, BANK OF AMERICA as Syndication Agent, BANK ONE as
Documentation Agent and CITIBANK as Managing Agent.


                              W I T N E S S E T H:

         THAT for and in consideration of the mutual covenants made herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:

                                   ARTICLE I

                            DEFINITIONS; CONSTRUCTION

         SECTION 1.1 DEFINITIONS. As used in this Agreement, and in any
instrument, certificate, document or report delivered pursuant thereto, the
following terms shall have the following meanings (to be equally applicable to
both the singular and plural forms of the term defined):

                  "ADJUSTED LIBO RATE" shall mean, with respect to each Interest
Period for a Eurodollar Advance, the rate obtained by dividing (A) LIBOR for
such Interest Period by (B) a percentage equal to 1 minus the then stated
maximum rate (stated as a decimal) of all reserve requirements (including,
without limitation, any marginal, emergency, supplemental, special or other
reserves) applicable to any member bank of the Federal Reserve System in respect
of Eurodollar liabilities as defined in Regulation D (or against any successor
category of liabilities as defined in Regulation D).

                  "ADMINISTRATIVE AGENT" shall mean SunTrust Bank, as
Administrative Agent for the Lenders hereunder and under the other Credit
Documents, and each successor administrative agent.

                  "ADVANCE" shall mean any principal amount advanced and
remaining outstanding at any time under the Revolving Loans, which Advance shall
be made or outstanding as a Base Rate Advance or Eurodollar Advance in the case
of Syndicate Revolving Loans, and which Advance shall be made as Libor Bid Loans
or Fixed Rate Bid Loans in the case of Competitive Bid Revolving Loans.

                  "AFFILIATE" of any Person means any other Person directly or
indirectly controlling, controlled by, or under common control with, such
Person, whether through the ownership of voting securities, by contract or
otherwise. For purposes of this definition,



<PAGE>   8

"control" (including with correlative meanings, the terms "controlling",
"controlled by", and "under common control with") as applied to any Person,
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of that Person.

                  "AGENTS" shall mean, collectively, the Administrative Agent,
the Syndication Agent, the Documentation Agent and the Managing Agent.

                  "AGREEMENT" shall mean this 364 Day Revolving Credit
Agreement, as originally executed and as it may be from time to time
supplemented, amended, restated, renewed or extended and in effect.

                  "APPLICABLE MARGIN" shall mean the number of basis points
designated below based on the rating of the Borrower's senior unsecured
long-term debt by either or both of Moody's and S&P in effect on the date of
determination (the "Rating"):

<TABLE>
<CAPTION>

                                                                                  Eurodollar
                                                                                    Margin/
                                Rating:                                            Letter of
             Level            S&P/Moody's              Facility Fee               Credit Fee
             -----            -----------              ------------               ----------
             <S>          <C>                           <C>                        <C>
                           greater than or
               I            equal to A-/A3                8.0 bp                    29.5 bp

               II              BBB+/Baa1                 10.0 bp                    40.0 bp

              III              BBB/Baa2                  12.5 bp                    50.0 bp

               IV              BBB-/Baa3                 15.0 bp                    72.5 bp

               V           less than BBB-/Baa3           20.0 bp                   105.0 bp

</TABLE>
PROVIDED, HOWEVER, that:

                  (a) if the Ratings established by S&P and Moody's shall fall
         within different Levels, the Applicable Margin shall be based upon the
         higher Level (i.e., higher Rating), provided the Ratings are not more
         than one Level apart and, if they are more than one Level apart, the
         Applicable Margin shall be based on the Rating one Level below the
         higher of the two Levels;

                  (b) if any Rating established by S&P or Moody's shall be
         changed, such change shall be effective as of the date on which such
         change is first announced publicly by the agency making such change;

                  (c) if S&P or Moody's shall change the basis on which ratings
         are established, each reference to the Rating announced by S&P or
         Moody's, as the case may be, shall refer to the then equivalent Rating
         by S&P or Moody's, as the case may be;

                  (d) if only one of S&P or Moody's shall have in effect a
         Rating, the Applicable Margin shall be determined by reference to the
         available Rating;




                                       2
<PAGE>   9

                  (e) if neither S&P nor Moody's shall have in effect a Rating,
         and no comparable rating shall be issued by a rating agency proposed by
         Borrower and approved by the Required Lenders, which approval shall not
         unreasonably be withheld, the Applicable Margin shall be determined by
         reference to the lowest Level (i.e. lowest Rating); and

                  (f) the Applicable Margin in effect as of the date of
         execution and delivery of this Agreement shall be as provided for in
         Level II in the table above and shall remain in effect until such time
         as the Applicable Margin may be adjusted as hereinafter provided.

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

                  "ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and
acceptance entered into by a Lender and an Eligible Assignee in accordance with
the terms of this Agreement and substantially in the form of EXHIBIT E.

                  "BANKRUPTCY CODE" shall mean the Bankruptcy Code of 1978, as
amended and in effect from time to time (11 U.S.C.ss.5101 et seq.).

                  "BASE RATE" shall mean (with any change in the Base Rate to be
effective as of the date of change of either of the following rates):

                  the higher of (a) the rate which the Administrative Agent
                  designates from time to time to be its prime lending rate (as
                  in effect from time to time) or (b) the sum of the Federal
                  Funds Rate (as in effect from time to time) PLUS one-half of
                  one percent (0.50%) per annum. The Administrative Agent's
                  prime lending rate is a reference rate and does not
                  necessarily represent the lowest or best rate charged to
                  customers; the Administrative Agent may make commercial loans
                  or other loans at rates of interest at, above or below the
                  Administrative Agent's prime lending rate.

                  "BASE RATE ADVANCE" shall mean an Advance made or outstanding
as a Syndicate Revolving Loan bearing interest based on the Base Rate.

                  "BASE RATE LOAN" shall mean any Loan hereunder which bears
interest at the Base Rate.

                  "BORROWING" shall mean the incurrence by Borrower of Advances
of one Type concurrently having the same Interest Period or the continuation or
conversion of an existing Borrowing or Borrowings in whole or in part.

                  "BUSINESS DAY" shall mean, with respect to Eurodollar Loans
and Libor Bid Loans, any day other than a day on which commercial banks are
closed




                                       3
<PAGE>   10

or required to be closed for domestic and international business, including
dealings in Dollar deposits on the London Interbank Market, and with respect to
all Loans and matters, any day other than Saturday, Sunday and a day on which
commercial banks are required to be closed for business in Orlando, Florida.

                  "CAPITALIZED LEASE OBLIGATIONS" shall mean all lease
obligations which have been or are required to be, in each case in accordance
with GAAP, capitalized on the books of the lessee.

                  "CERCLA" has the meaning set forth in SECTION 5.15(A) of this
Agreement.

                  "CLOSING DATE" shall mean the date on which the conditions set
forth in SECTION 4.1 are satisfied or waived in accordance with SECTION 10.2.

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

                  "CO-LEAD ARRANGERS" shall mean Banc of America Securities LLC
and Banc One Capital Markets, Inc.

                  "COMMITMENT" OR "REVOLVING LOAN COMMITMENT" shall mean, at any
time for any Lender, the amount of such commitment set forth opposite such
Lender's name on the signature pages hereof, as the same may be decreased from
time to time as a result of any reduction thereof pursuant to SECTION 2.3, any
assignment thereof pursuant to SECTION 10.6, or any amendment thereof pursuant
to SECTION 10.2, which amount shall include such Lender's Revolving Loans.

                  "COMMITMENT LETTER" shall mean that certain engagement letter
entered into by and among the Borrower, the Administrative Agent, the
Syndication Agent, Banc of America Securities LLC and Banc One Capital Markets,
Inc.
dated March 10, 2000.

                  "COMPETITIVE BID LENDER" shall mean a Lender making a
Competitive Bid Revolving Loan.

                  "COMPETITIVE BID RATE" shall mean the interest rate charged by
a Lender on a Competitive Bid Revolving Loan.

                  "COMPETITIVE BID REVOLVING CREDIT NOTES" shall mean,
collectively, the promissory notes evidencing the Competitive Bid Revolving
Credit Loans in the form attached hereto as EXHIBIT B.

                  "COMPETITIVE BID REVOLVING LOAN" shall mean a Revolving Loan
made by a Lender on a competitive bid basis as provided herein, consisting of
either a Libor Bid Loan or a Fixed Rate Bid Loan.

                  "CONSOLIDATED COMPANIES" shall mean, collectively, Borrower
and all of its Subsidiaries.



                                       4
<PAGE>   11

                  "CONSOLIDATED EBIT" shall mean, for any fiscal period of the
Borrower, an amount equal to the sum of its Consolidated Net Income (Loss),
PLUS, to the extent deducted in determining Consolidated Net Income (Loss), (i)
provisions for taxes based on income and (ii) Consolidated Interest Expense.

                  "CONSOLIDATED EBITR" shall mean, for any fiscal period of the
Borrower, an amount equal to the sum of its Consolidated EBIT plus Consolidated
Rental Expense to the extent deducted in determining Consolidated Net Income
(Loss), determined on a consolidated basis.

                  "CONSOLIDATED INTEREST EXPENSE" shall mean, for any fiscal
period of Borrower, total interest expense (including without limitation,
interest expense attributable to capitalized leases) of Borrower and its
Subsidiaries on a consolidated basis.

                  "CONSOLIDATED NET INCOME (LOSS)" shall mean, for any fiscal
period of Borrower, the net income (or loss) of Borrower and its Subsidiaries on
a consolidated basis for such period (taken as a single accounting period);
PROVIDED THAT there shall be excluded therefrom (i) any items of gain or loss
resulting from the sale of assets other than in the ordinary course of business;
and (ii) the income (or loss) of any party accrued prior to the date such party
becomes a subsidiary of Borrower or is merged into or consolidated with Borrower
or any of its subsidiaries, or such party's assets are required by the Borrower
or any of its subsidiaries.

                  "CONSOLIDATED NET WORTH" shall mean as of the date of
determination, the Borrower's total shareholders' equity.

                  "CONSOLIDATED RENTAL EXPENSE" shall mean for any fiscal period
of Borrower, total operating lease expense of Borrower and its Subsidiaries on a
consolidated basis.

                  "CONSOLIDATED SUBSIDIARY" shall mean, as at any particular
time, any corporation included as a consolidated Subsidiary of Borrower in
Borrower's most recent financial statements furnished to its stockholders and
certified by Borrower's independent public accountants, provided that under then
GAAP approved by such independent public accountants, such corporation may
continue to be so included as a consolidated Subsidiary of Borrower in any
financial statements thereafter certified by such accountants.

                  "CONTRACTUAL OBLIGATION" of any Person shall mean any
provision of any security issued by such Person or of any agreement, instrument
or undertaking under which such Person is obligated or by which it or any of the
property owned by it is bound.

                  "CONVERTIBLE SUBORDINATED DEBT" means Borrower's 5%
Zero-Coupon Convertible Subordinated Notes due December 11, 2007 in an aggregate
principal amount of $316,250,000 at maturity and Borrower's 4% Zero-Coupon
Convertible Subordinated Notes due November 1, 2008 in aggregate principal
amount of $345,000,000 at maturity.

                  "CREDIT DOCUMENTS" shall mean, collectively, the Agreement,
the Notes, the Guaranty Agreements, and all other Guaranty Documents, if any.



                                       5
<PAGE>   12

                  "CREDIT PARTIES" shall mean, collectively, each of Borrower,
the Guarantors, and every other Person who from time to time executes a Credit
Document with respect to all or any portion of the Obligations.

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

                  "DEFAULT RATE" shall mean the higher of (i) Base Rate plus two
percent (2%), or (ii) the interest rate otherwise applicable to said amount
outstanding plus two percent (2%), but in no event shall such interest rate
exceed the highest lawful rate.

                  "DOCUMENTATION AGENT" shall mean Bank One, NA, as
Documentation Agent for the Lenders hereunder and under the other Credit
Documents, and each successor documentation agent.

                  "DOLLAR" AND "U.S. DOLLAR" and the sign "$" shall mean lawful
money of the United States of America.

                  "EARLIER TERMINATION DATE" shall have the meaning provided in
SECTION 3.20(C).

                   "ELIGIBLE ASSIGNEE" shall mean (i) a commercial bank
organized under the laws of the United States, or any state thereof, having
total assets in excess of $1,000,000,000 or any commercial finance or asset
based lending Affiliate of any such commercial bank and (ii) any Lender or any
Affiliate of any Lender.

                  "ENVIRONMENTAL LAWS" shall mean all federal, state, local and
foreign statutes and codes or regulations, rules or ordinances issued,
promulgated, or approved thereunder, and having the force of laws, now or
hereafter in effect (including, without limitation, those with respect to
asbestos or asbestos containing material or exposure to asbestos or asbestos
containing material), relating to pollution or protection of the environment and
relating to public health and safety, including, without limitation, those
imposing liability or standards of conduct concerning (i) emissions, discharges,
releases or threatened releases of pollutants, contaminants, chemicals or
industrial toxic or hazardous materials, substances or wastes, including without
limitation, any Hazardous Substance, petroleum including crude oil or any
fraction thereof, any petroleum product or other waste, chemicals or substances
regulated by any Environmental Law into the environment (including without
limitation, ambient air, surface water, ground water, land surface or subsurface
strata), (ii) the manufacture, processing, distribution, use, generation,
treatment, storage, disposal, transport or handling of any Hazardous Substance,
petroleum including crude oil or any fraction thereof, any petroleum product or
other waste, chemicals or substances regulated by any Environmental Law, and
(iii) underground storage tanks and related piping, and emissions, discharges
and releases or threatened releases therefrom, such Environmental Laws to
include, without limitation (i) the Clean Air Act (42 U.S.C. ss.7401 ET Seq.),
(ii) the Clean Water Act (33 U.S.C. ss.1251 ET SEC.), (iii) the Resource
Conservation and Recovery Act (42 U.S.C. ss.6901 et SEQ.), (iv) the Toxic
Substances Control Act (15 U.S.C. ss.2601 ET Seq.) and (v) the Comprehensive
Environmental Response Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act (42 U.S.C. ss.9601 et seq.).



                                       6
<PAGE>   13

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

                  "ERISA AFFILIATE" shall mean, with respect to any Person, each
trade or business (whether or not incorporated) which is a member of a group of
which that Person is a member and which is under common control within the
meaning of the regulations promulgated under Section 414 of the Tax Code.

                  "EURODOLLAR ADVANCE" shall mean an Advance made or outstanding
as a Syndicate Revolving Loan bearing interest based on the Adjusted LIBO Rate
plus the Applicable Margin.

                  "EURODOLLAR LOAN" shall mean any Syndicate Revolving Loan
hereunder which bears interest based on the Adjusted LIBO Rate.

                  "EVENT OF DEFAULT" shall have the meaning set forth in ARTICLE
VIII.

                  "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended from time to time, and any successor statute thereto.

                  "EXECUTIVE OFFICER" shall mean with respect to any Person
(other than a Guarantor), the President, Executive Vice Presidents, Chief
Financial Officer, Treasurer, Secretary and any Person holding comparable
offices or duties, and with respect to a Guarantor, the President, Chief
Financial Officer or Treasurer and any Person holding comparable offices or
duties.
                  "EXISTING CREDIT AGREEMENT" shall mean that certain Revolving
Credit and Line of Credit Agreement dated as of February 20, 1998 and amended as
of the date hereof among the Borrower, the financial institutions party thereto,
SunTrust, as administrative agent, and the other agents named therein, as
further amended, supplemented, modified, restated or replaced.

                  "EXISTING JAPANESE LOAN AGREEMENTS" means, collectively, (A)
that certain Revolving Loan Agreement, dated as of July, 1, 1999, among Office
Depot Japan Limited, the lenders named therein and Union Bank of California,
N.A., Tokyo Branch as Agent, (B) that certain Term Loan Agreement, dated as of
July, 1, 1999, between Office Depot Japan Limited and The Industrial Bank of
Japan, Limited, (C) that certain Term Loan Agreement, dated as of July, 1, 1999,
between Office Depot Japan Limited and Union Bank of California, N.A., Tokyo
Branch, (D) that certain Term Loan Agreement, dated as of July, 1, 1999, between
Office Depot Japan Limited and The Fuji Bank, Limited, and (E) each of the
Guarantees executed by the Borrower, each dated as of July 1, 1999, with respect
to each of the foregoing loan agreements described in the foregoing clauses (A)
through (D), in each case as amended as of the date hereof and as each of the
foregoing may be further amended, supplemented, modified, restated or replaced
from time to time.

                  "EXTENDED TERMINATION DATE" shall have the meaning set forth
in SECTION 3.20(b).



                                       7
<PAGE>   14

                  "EXTENSION OF CREDIT" shall mean the making of a Loan or the
conversion of a Loan of one Type into a Loan of another Type.

                  "EXTENSION CONFIRMATION DATE" shall have the meaning set forth
in SECTION 3.20(b).

                  "EXTENSION CONFIRMATION NOTICE" shall have the meaning set
forth in SECTION 3.20(b).

                  "EXTENSION REQUEST" shall have the meaning set forth in
SECTION 3.20(a).

                  "FACILITY FEE" shall mean the quarterly fee payable by the
Borrower to the Administrative Agent for the account of and distribution to the
Lenders pursuant to SECTION 3.5(a).

                  "FEDERAL FUNDS RATE" shall mean for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with member banks
of the Federal Reserve System arranged by Federal funds brokers, as published
for such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of Atlanta, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations for
such day on such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by the Administrative
Agent.

                  "FINAL MATURITY DATE" shall mean the date on which all
commitments have been terminated and all amounts outstanding under this
Agreement have been declared or have automatically become due and payable
pursuant to the provisions of ARTICLE VIII.

                  "FIXED CHARGE COVERAGE RATIO" shall mean, as at the end of any
fiscal period of Borrower, the ratio of (A) Consolidated EBITR for such fiscal
period to (B) the sum of (i) Consolidated Interest Expense plus (ii)
Consolidated Rental Expense plus (iii) any interest and other continuing program
fees (excluding initial closing fees) related to an accounts receivable
securitization program (including any such interest or fees for which the
Borrower or any Subsidiary is liable arising in connection with any private
label credit card program), each for such fiscal period.

                  "FIXED RATE BID LOAN" shall mean a Competitive Bid Revolving
Loan, bearing interest based on a fixed rate.

                  "FOREIGN SUBSIDIARY" shall mean a Subsidiary not organized
under the laws of any of the fifty (50) states of the United States of America
or the District of Columbia, or that is operating entirely outside of the United
States.

                  "FUNDED DEBT" shall mean, without duplication, all
indebtedness for money borrowed, purchase money mortgages, Synthetic Lease
Obligations, Capitalized Lease Obligations, the aggregate outstanding net
investment of a purchaser under an accounts receivable securitization program
(and also including 10% of the aggregate recourse liability (net of reserves) of
the Borrower and its Subsidiaries arising under any private label credit card





                                       8
<PAGE>   15

program), conditional sales contracts and similar title retention debt
instruments, including any current maturities of such indebtedness. The
calculation of Funded Debt shall include, without duplication, all Funded Debt
of the Borrower and its Subsidiaries, plus all Funded Debt of other entities or
Persons, other than the Borrower and its Subsidiaries, which has been guaranteed
by the Borrower or any Subsidiary or which is supported by a letter of credit
issued for the account of the Borrower or any Subsidiary. Funded Debt shall also
include the redemption amount with respect to any stock of the Borrower or its
Subsidiaries required to be redeemed within the next twelve months.

                  "GAAP" shall mean generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.

                  "GUARANTEED INDEBTEDNESS" shall mean, as to any Person, any
obligation of such Person guaranteeing any indebtedness, lease, dividend, or
other obligation ("primary obligation") of any other Person (the "primary
obligor") in any manner including, without limitation, any obligation or
arrangement of such Person (a) to purchase or repurchase any such primary
obligation, (b) to advance or supply funds (i) for the purchase or payment of
any such primary obligation or (ii) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet condition of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation, or (d) to indemnify the owner of such
primary obligation against loss in respect thereof.

                  "GUARANTORS" shall mean, collectively, The Office Club, Inc.,
a California corporation; Eastman Office Products Corporation, a Delaware
corporation; Eastman, Inc., a Delaware corporation; OD International, Inc., a
Delaware corporation; Viking Office Products, Inc., a California corporation;
Office Depot of Texas, L.P., a Delaware limited partnership; ODI of Texas, Inc.,
a Delaware corporation; ODNV, Inc., a Nevada corporation; and all other Material
Subsidiaries, to the extent required under SECTION 6.10, and their respective
successors and permitted assigns.

                  "GUARANTY AGREEMENTS" shall mean, collectively, the Subsidiary
Guaranty Agreement executed by each of the Guarantors in favor of the Lenders
and the Administrative Agent, substantially in the form of EXHIBIT C as the same
may be amended, restated or supplemented from time to time, and the Contribution
Agreement executed by each of the Guarantors, substantially in the form of
EXHIBIT F as the same may be amended, restated or supplemented from time to
time.

                  "GUARANTY DOCUMENTS" shall mean, collectively, the Guaranty
Agreements, and each other guaranty agreement executed from time to time to
guarantee the Obligations, in each case as the same may be amended, restated, or
supplemented from time to time, and the



                                       9
<PAGE>   16

Contribution Agreements executed by each of the Guarantors, as the same may be
amended, restated or supplemented from time to time.

                  "HAZARDOUS SUBSTANCES" has the meaning assigned to that term
in CERCLA.

                  "INDEBTEDNESS" of any Person shall mean, without duplication
(i) all obligations of such Person which in accordance with GAAP would be shown
on the balance sheet of such Person as a liability (including, without
limitation, obligations for borrowed money and for the deferred purchase price
of property or services, and obligations evidenced by bonds, debentures, notes
or other similar instruments); (ii) all Capitalized Lease Obligations of such
Person; (iii) all Guaranteed Indebtedness of such Person (including contingent
reimbursement obligations under undrawn letters of credit); (iv) Indebtedness of
others secured by any Lien upon property owned by such Person, whether or not
assumed; (v) obligations or other liabilities under currency contracts, interest
rate hedging contracts, or similar agreements or combinations thereof; and (vi)
all Synthetic Lease Obligations of such Person.

                  "INTERCOMPANY LOAN DOCUMENTS" shall mean, collectively, the
promissory notes and all related loan, subordination, and other agreements, to
the extent that they exist, relating in any manner to the Intercompany Loans.

                  "INTERCOMPANY LOANS" shall mean, collectively, (i) the loans
more particularly described on SCHEDULE 5.22 and (ii) those loans or other
extensions of credit made by any Consolidated Company to another Consolidated
Company or as may otherwise be approved in writing by the Administrative Agent
and the Required Lenders.

                  "INTEREST PERIOD" shall mean with respect to Eurodollar
Advances or Competitive Bid Revolving Loans, the period of 1, 2, 3 or 6 months
selected by the Borrower, in either case pursuant to the terms of the credit
facility and subject to customary adjustments in duration; provided, that (a)
the first day of an Interest Period must be a Business Day, (b) any Interest
Period that would otherwise end on a day that is not a Business Day for
Eurodollar Loans shall be extended to the next succeeding Business Day for
Eurodollar Loans, unless such Business Day falls in the next calendar month, in
which case the Interest Period shall end on the next preceding Business Day for
Eurodollar Loans, and (c) Borrower may not elect an Interest Period which would
extend beyond the Final Maturity Date.

                  "INVESTMENT" shall mean, when used with respect to any Person,
any direct or indirect advance, loan or other extension of credit (other than
the creation of receivables in the ordinary course of business) or capital
contribution by such Person (by means of transfers of property to others or
payments for property or services for the account or use of others, or
otherwise) to any Person, or any direct or indirect purchase or other
acquisition by such Person of, or of a beneficial interest in, capital stock,
partnership interests, bonds, notes, debentures or other securities issued by
any other Person.

                  "LENDER" or "LENDERS" shall mean SunTrust, the other banks and
lending institutions listed on the signature pages hereof, and each assignee
thereof, if any, pursuant to SECTION 10.6.



                                       10
<PAGE>   17

                  "LENDING INSTALLATION" shall mean any office, branch,
subsidiary or Affiliate of any Lender.

                  "LENDING OFFICE" shall mean for each Lender the office such
Lender may designate in writing from time to time to Borrower and the
Administrative Agent with respect to each Type of Loan.

                  "LEVERAGE RATIO" shall mean the ratio, expressed as a
percentage, of Funded Debt to Total Capitalization for the Consolidated
Companies.

                  "LIBOR" shall mean, for any Interest Period, the offered rates
for deposits in U.S. dollars for a period comparable to the Interest Period
appearing on the Reuters Screen LIBOR Page as of 11:00 a.m., London time, on the
day that is two Business Days prior to the first day of the Interest Period. If
at least two such rates appear on the Reuters Screen LIBOR Page, the rate for
that Interest Period will be the arithmetic mean of such rates, rounded, if
necessary, to the next higher 1/16 of 1.0%; and in either case as such rates may
be adjusted for any applicable reserve requirements. If the foregoing rate is
unavailable from the Reuters Screen for any reason, then such rate shall be
determined by the Administrative Agent from Telerate or, if such rate is also
unavailable on such service, then on any other interest rate reporting service
of recognized standing designated in writing by the Administrative Agent to
Borrower and the Lenders; in any such case rounded, if necessary, to the next
higher 1/16 of 1.0%, if the rate is not such a multiple.

                  "LIBOR BID LOAN" shall mean a Competitive Bid Revolving Loan,
bearing interest based on LIBOR plus (or minus) a margin.

                  "LIEN" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind or description and shall include,
without limitation, any agreement to give any of the foregoing, any conditional
sale or other title retention agreement, any capitalized lease in the nature
thereof including any lease or similar arrangement with a public authority
executed in connection with the issuance of industrial development revenue bonds
or pollution control revenue bonds, and the filing of or agreement to give any
financing statement under the Uniform Commercial Code of any jurisdiction.

                  "LOANS" OR "REVOLVING LOANS" shall mean, collectively, the
revolving credit loans made to Borrower by the Lenders pursuant to SECTION 2.1.

                  "MARGIN REGULATIONS" shall mean Regulation T, Regulation U and
Regulation X of the Board of Governors of the Federal Reserve System, as the
same may be in effect from time to time.

                  "MATERIALLY ADVERSE EFFECT" shall mean a material adverse
effect upon, or a material adverse change in, any of the (i) business, results
of operations, properties, or financial condition of the Consolidated Companies
taken as a whole, (ii) legality, validity, binding effect or enforceability of
any Credit Document, or (iii) ability of the Credit Parties to perform their
obligations under the Credit Documents.



                                       11
<PAGE>   18

                  "MATERIAL SUBSIDIARY" shall mean (i) each Credit Party other
than Borrower and (ii) each other Subsidiary of Borrower, now existing or
hereafter established or acquired, that at any time prior to the Final Maturity
Date has or acquires total assets in excess of $50,000,000 or that accounted for
or produced more than 10% of the Consolidated EBITR of Borrower on a
consolidated basis during any of the three most recently completed fiscal years
of Borrower.

                  "MOODY'S" shall mean Moody's Investors Service, Inc. and its
successors and assigns.

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

                  "NOTES" OR "REVOLVING CREDIT NOTES" shall mean, collectively,
the promissory notes evidencing the Revolving Loans in the form attached hereto
as EXHIBIT A and EXHIBIT B, either as originally executed or as the same may be
from time to time supplemented, modified, amended, renewed or extended.

                  "NOTICE OF COMPETITIVE BID BORROWING" shall have the meaning
provided in SECTION 3.1.

                  "NOTICE OF BORROWING" shall have the meaning provided in
SECTION 3.1.

                  "NOTICE OF CONTINUATION/CONVERSION" shall have the meaning
provided in SECTION 3.1.

                  "OBLIGATIONS" shall mean all amounts owing to the
Administrative Agent or any Lender pursuant to the terms of this Agreement or
any other Credit Document, including without limitation, all Loans (including
all principal and interest payments due thereunder), fees, expenses,
indemnification and reimbursement payments, indebtedness, liabilities, and
obligations of the Credit Parties, direct or indirect, absolute or contingent,
liquidated or unliquidated, now existing or hereafter arising, together with all
renewals, extensions, modifications or refinancings thereof.
                  "PAYMENT OFFICE" shall mean the office designated by the
Administrative Agent and the Lender to receive payments hereunder, as set forth
on the signature pages hereto.

                  "PERMITTED LIENS" shall mean those Liens expressly permitted
by SECTION 7.1.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation,
and any successor thereto.

                  "PERSON" shall mean and shall include an individual, a
partnership, a joint venture, a corporation, a trust, an unincorporated
association, a government or any department or agency thereof and any other
entity whatsoever.

                  "PLAN" shall mean any employee benefit plan, program,
arrangement, practice or contract, maintained by or on behalf of the Borrower or
an ERISA Affiliate, which provides



                                       12
<PAGE>   19

benefits or compensation to or on behalf of employees or former employees,
whether formal or informal, whether or not written, including but not limited to
the following types of plans:

                           (i) EXECUTIVE ARRANGEMENTS - any bonus, incentive
         compensation, stock option, deferred compensation, commission,
         severance, "golden parachute", "rabbi trust", or other executive
         compensation plan, program, contract, arrangement or practice;

                           (ii) ERISA PLANS - any "employee benefit plan" (as
         defined in Section 3(3) of ERISA), including, but not limited to, any
         defined benefit pension plan, profit sharing plan, money purchase
         pension plan, savings or thrift plan, stock bonus plan, employee stock
         ownership plan, Multiemployer Plan, or any plan, fund, program,
         arrangement or practice providing for medical (including
         post-retirement medical), hospitalization, accident, sickness,
         disability, or life insurance benefits;

                           (iii) OTHER EMPLOYEE FRINGE BENEFITS - any stock
         purchase, vacation, scholarship, day care, prepaid legal services,
         severance pay or other fringe benefit plan, program, arrangement,
         contract or practice.

                  "PRO RATA SHARE" shall mean, with respect to the Commitment of
each Lender, each Syndicate Revolving Loan to be made by and each payment
(including, without limitation, any payment of principal, interest or fees) to
be made to each Lender, the percentage designated as such Lender's Pro Rata
Share of such Commitment, such Revolving Loans or such payments, as applicable,
set forth under the name of such Lender on the respective signature page for
such Lender, in each case as such Pro Rata Share may change from time to time as
a result of assignments or amendments made pursuant to this Agreement.

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

                  "REPLACEMENT LENDERS" shall have the meaning set forth in
Section 3.20(c).

                  "REQUIRED LENDERS" shall mean, at any time, Lenders holding at
least fifty-one percent (51%) of the then aggregate amount of the Revolving Loan
Commitments.

                  "REQUIREMENT OF LAW" for any Person shall mean the articles or
certificate of incorporation and by-laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation, or
determination of an arbitrator or a court or other governmental authority, in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

                  "REUTERS SCREEN" shall mean, when used in connection with any
designated page and LIBOR, the display page so designated on the Reuters Monitor
Money Rates Service (or such other page as may replace that page on that service
for the purpose of displaying rates comparable to LIBOR).

                  "REVOLVING PERIOD" shall mean the period commencing on the
date hereof and ending on the occurrence of (i) an Event of Default (unless
waived or cured) or (ii) the Termination Date, whichever first occurs.



                                       13
<PAGE>   20

                  "S & P" shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies and its successors and assigns.

                  "SUBORDINATED DEBT" shall mean Indebtedness of Borrower or any
of its Subsidiaries subordinated to all obligations of Borrower, any Subsidiary
or any other Credit Party arising under this Agreement, the Notes, and the
Guaranty Agreements on terms and conditions reasonably satisfactory in all
respects to the Administrative Agent and the Required Lenders, including without
limitation, with respect to interest rates, payment terms, maturities,
amortization schedules, covenants, defaults, remedies, and subordination
provisions, as evidenced by the written approval of the Administrative Agent and
Required Lenders, including but not limited to the Borrower's Convertible
Subordinated Debt.

                  "SUBSIDIARY" shall mean, with respect to any Person, any
corporation or other entity (including, without limitation, partnerships, joint
ventures, and associations) regardless of its jurisdiction of organization or
formation, at least a majority of the total combined voting power of all classes
of voting stock or other ownership interests of which shall, at the time as of
which any determination is being made, be owned by such Person, either directly
or indirectly through one or more other Subsidiaries.

                  "SYNDICATE REVOLVING CREDIT NOTES" shall mean, collectively,
the promissory notes evidencing the Syndicate Revolving Loans in the form
attached hereto as EXHIBIT A.

                  "SYNDICATE REVOLVING LOAN" shall mean, collectively, the
Revolving Loans made to Borrower hereunder other than Competitive Bid Revolving
Loans.

                  "SYNTHETIC LEASE OBLIGATIONS" shall mean all obligations under
each synthetic lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing product, where such transaction is
considered borrowed money indebtedness for tax purposes but is classified as an
operating lease in accordance with GAAP.

                  "TANGIBLE NET WORTH" shall mean, as of the date of
determination, the Borrower's total Consolidated Net Worth minus any goodwill or
other intangibles as determined in accordance with GAAP.

                  "TAXES" shall mean any present or future taxes, levies,
imposts, duties, fees, assessments, deductions, withholdings or other charges of
whatever nature, including without limitation, income, receipts, excise,
property, sales, transfer, license, payroll, withholding, social security and
franchise taxes now or hereafter imposed or levied by the United States, or any
state, local or foreign government or by any department, agency or other
political subdivision or taxing authority thereof or therein and all interest,
penalties, additions to tax and similar liabilities with respect thereto.

                  "TELERATE" shall mean, when used in connection with any
designated page and "LIBOR," the display page so designated on the Dow Jones
Telerate Service (or such other page as may replace that page on that service
for the purpose of displaying rates comparable to "LIBOR").

                  "TERMINATION DATE" shall have the meaning set forth in SECTION
3.20.



                                       14
<PAGE>   21

                  "TOTAL CAPITALIZATION" shall mean the sum of Funded Debt and
Consolidated Net Worth.

                  "TOTAL COMMITMENT" shall mean the sum of the Lenders'
Commitments as such Total Commitment may be reduced by voluntary reduction,
prepayment or nonrenewal of a Lender's Commitment as provided herein.

                  "TYPE" of Borrowing shall mean a Borrowing consisting of Base
Rate Advances or Eurodollar Advances, and any Advances made pursuant to the
competitive bid facility.

                  "UTILIZATION FEE" shall mean the quarterly fee payable by the
Borrower to the Administrative Agent for the account of and distribution to the
Lenders pursuant to SECTION 3.5(b).

                  "WHOLLY OWNED SUBSIDIARY" shall mean any Subsidiary, all the
stock or ownership interest of every class of which, except directors'
qualifying shares, shall, at the time as of which any determination is being
made, be owned by Borrower either directly or indirectly.

         SECTION 1.2 ACCOUNTING TERMS AND DETERMINATION. Unless otherwise
defined or specified herein, all accounting terms shall be construed herein, all
accounting determinations hereunder shall be made, all financial statements
required to be delivered hereunder shall be prepared, and all financial records
shall be maintained in accordance with, GAAP.

         SECTION 1.3 OTHER DEFINITIONAL PROVISIONS.

                  (a)      Except as otherwise specified herein, references
                           herein to any agreement or contract defined or
                           referred to herein shall be deemed a reference to any
                           such agreement or contract (and in the case of any
                           instrument, any other instrument issued in
                           substitution therefor) as the terms thereof may have
                           been or may be amended, supplemented, waived or
                           otherwise modified from time to time.

                  (b)      The words "hereof", "herein" and "hereunder" and
                           words of similar import when used in this Agreement
                           shall refer to this Agreement as a whole and not to
                           any particular provision of this Agreement, and
                           Article, Section, Schedule, Exhibit and like
                           references are to this Agreement unless otherwise
                           specified.

                  (c)      The singular pronoun, when used in this Agreement,
                           shall include the plural and neuter shall include the
                           masculine and the feminine.

                  (d)      All terms defined in this Agreement shall have the
                           defined meanings when used in any Note or, except as
                           otherwise expressly stated herein, any certificate,
                           opinion, or other document delivered pursuant hereto.

         SECTION 1.4 EXHIBITS AND SCHEDULES. All Exhibits and Schedules attached
hereto are by reference made a part hereof.



                                       15
<PAGE>   22

                                   ARTICLE II

                                 REVOLVING LOANS

         SECTION 2.1 COMMITMENT; USE OF PROCEEDS.

                  (a) Subject to and upon the terms and conditions herein set
         forth, each Lender severally agrees from time to time on and after the
         Closing Date, but during the Revolving Period, to make the Revolving
         Loans as provided in this SECTION 2.1. Borrower shall be entitled to
         repay and reborrow Revolving Loans in accordance with the provisions
         hereof.

                  (b) The aggregate unpaid principal amount of any Lender's
         Syndicate Revolving Loans outstanding shall not exceed at any time such
         Lender's Revolving Loan Commitment.

                  (c) The aggregate unpaid principal amount of all Revolving
         Loans shall not exceed at any time the total Revolving Loan Commitments
         for all Lenders.

                  (d) Each Revolving Loan (other than Competitive Bid Revolving
         Loans) shall, at the option of Borrower, be made or continued as, or
         converted into, part of one or more Borrowings that shall consist
         entirely of Syndicate Revolving Loans (as Base Rate Advances or
         Eurodollar Advances). The aggregate principal amount of each Borrowing
         of Syndicate Revolving Loans shall be not less than $1,000,000 or a
         greater integral multiple of $100,000. Each Competitive Bid Revolving
         Loan shall be not less than $1,000,000 or a greater integral multiple
         of $100,000. At no time shall the number of Borrowings of Syndicate
         Revolving Loans comprised of Eurodollar Advances outstanding under this
         ARTICLE II exceed twelve (12); provided that, for the purpose of
         determining the minimum amount for Borrowings resulting from
         conversions or continuations, all Borrowings of Base Rate Advances
         shall be considered as one Borrowing. The parties hereto agree that (i)
         the aggregate principal balance of the Revolving Loans (including the
         Competitive Bid Revolving Loans) of the Lenders as a group shall not
         exceed the sum of the Revolving Loan Commitment for each Lender, (ii)
         no Lender shall be obligated to make Syndicate Revolving Loans in
         excess of the Revolving Loan Commitment of such Lender, (iii) no Lender
         shall be obligated hereunder to extend Competitive Bid Revolving Loans
         or to make quotes for such Loans, (iv) a Lender may elect, in its
         discretion, to extend Competitive Bid Revolving Loans which,
         notwithstanding the Syndicate Revolving Loans of such Lender, exceed
         the Revolving Loan Commitment of such Lender and (v) the Competitive
         Bid Revolving Loans (if any) extended by a Lender shall not, while
         outstanding, reduce the Commitment of such Lender to make Syndicate
         Revolving Loans based upon the Lender's Pro Rata Share of Revolving
         Loan Commitment even if such purchase or Syndicate Revolving Loan would
         exceed the amount of such Lender's Revolving Loan Commitment set forth
         opposite such Lender's name on the signature page hereof.



                                       16
<PAGE>   23

                  (e) The proceeds of Revolving Loans shall be used solely for
         working capital and for other general corporate purposes, including
         acquisitions and capital expenditures of the Consolidated Companies.

         SECTION 2.2 NOTES; REPAYMENT OF PRINCIPAL.

                  (a) Borrower's obligations to pay the principal of, and
         interest on, the Syndicate Revolving Loans and the Competitive Bid
         Revolving Loans to each Lender shall be evidenced by the records of the
         Administrative Agent and such Lender and by the Revolving Credit Notes
         payable to such Lender (or the assignor of such Lender) completed in
         conformity with this Agreement.

                  (b) All outstanding principal amounts under the Revolving
         Loans shall be due and payable in full on the Termination Date.

         SECTION 2.3 VOLUNTARY REDUCTION OF REVOLVING LOAN COMMITMENTS. Upon at
least three (3) Business Days' prior telephonic notice (promptly confirmed in
writing) to the Administrative Agent, Borrower shall have the right, without
premium or penalty, to terminate the Revolving Loan Commitments, in part or in
whole, provided that (i) any such termination shall apply to proportionately and
permanently reduce the Revolving Loan Commitments of each of the Lenders, (ii)
any partial termination pursuant to this SECTION 2.3 shall be in an amount of at
least $1,000,000 and integral multiples of $100,000, and (iii) no such reduction
shall be permitted if prohibited or without payment of all costs required to be
paid hereunder with respect to a prepayment. If the aggregate outstanding amount
of the Revolving Loans exceeds the amount of the Revolving Loan Commitments as
so reduced, Borrower shall immediately repay the Revolving Loans for the ratable
account of the Lenders by an amount equal to such excess, together with all
accrued but unpaid interest on such excess amount and any amounts due under
SECTION 3.12 hereof.

                                  ARTICLE III
                               GENERAL LOAN TERMS

         SECTION 3.1 FUNDING NOTICES.

                  (a) (i) Whenever Borrower desires to make a Borrowing
         consisting of Syndicate Revolving Loans (other than one resulting from
         a conversion or continuation pursuant to SECTION 3.1(b)(i)), it shall
         give the Administrative Agent prior written notice (or telephonic
         notice confirmed in writing) of such Borrowing (a "Notice of
         Borrowing"), such Notice of Borrowing to be given prior to 12:00 noon
         (Florida time) at its Payment Office (A) the same Business Day of the
         requested date of such Borrowing in the case of Revolving Loans
         comprised of Base Rate Advances, and (B) three Business Days prior to
         the requested date of such Borrowing in the case of Eurodollar
         Advances. Notices received after 12:00 noon shall be deemed received on
         the next Business Day. Each Notice of Borrowing shall be irrevocable
         and shall specify the aggregate principal amount of the Borrowing, the
         date of Borrowing (which shall be a Business Day), whether the
         Borrowing is to consist of Base Rate Advances or Eurodollar Advances
         and (in the case of Eurodollar Advances) the Interest Period to be
         applicable thereto.



                                       17
<PAGE>   24

                  (ii) Whenever Borrower desires to make a Borrowing consisting
         of a Competitive Bid Revolving Loan (other than one resulting from a
         conversion or continuation pursuant to SECTION 3.1(b)(ii)), it shall
         give the Administrative Agent prior written notice by facsimile not
         later than 10:00 A.M. (Florida time) (a "Notice of Competitive Bid
         Borrowing") not less than three Business Days prior to the requested
         date of such Borrowing in the case of Libor Bid Loans and one Business
         Day prior to the requested date of such Borrowing in the case of Fixed
         Rate Bid Loans and shall request that the Lenders provide Competitive
         Bid Rates for Interest Periods identified by Borrower of not less than
         seven (7) days nor more than 183 days. The Administrative Agent shall
         give the Lenders said "Notice of Competitive Bid Borrowing" not later
         than 11:00 A.M. (Florida time) on the same Business Day such notice is
         received from Borrower. Alternatively, at Borrower's option, said
         Notice of Competitive Bid Borrowing shall be furnished directly to the
         Lenders. Notices furnished directly to the Lenders must be delivered by
         facsimile not later than 11:00 A.M. (Florida time) not less than three
         Business Days prior to the requested date of such Borrowing in the case
         of Libor Bid Loans and one Business Day prior to the requested date of
         such Borrowing in the case of Fixed Rate Bid Loans. Each Lender in its
         discretion may, but shall not be obligated to, submit an irrevocable
         quote to the Administrative Agent or Borrower, whichever is applicable,
         in connection with such request. Each Lender shall give the
         Administrative Agent or Borrower its Competitive Bid Rates for the
         Interest Periods identified by the Borrower not later than 9:30 A.M.
         (Florida time) two Business Days prior to the requested date of such
         Borrowing in the case of Libor Bid Loans and not later than 9:30 A.M.
         (Florida time) on the requested date of such Borrowing in the case of
         Fixed Rate Bid Loans. If the Competitive Bid Rates are given to the
         Administrative Agent, the Administrative Agent shall give such
         Competitive Bid Rates to the Borrower no later than 10:00 A.M. (Florida
         time) on the same day it receives such Competitive Bid Rates. In the
         event such Notice of Competitive Bid Borrowing is furnished to the
         Administrative Agent and the Administrative Agent wishes to submit a
         Competitive Bid Rate, then the Administrative Agent shall so submit its
         Competitive Bid Rate to Borrower not later than 5:00 P.M. (Florida
         time) the same day of receipt of said Notice of Competitive Bid
         Borrowing and prior to the Administrative Agent's receipt of any
         Competitive Bid Rates from any other Lender. The Borrower shall then be
         entitled, in its sole discretion, to elect to incur all or any part of
         the Competitive Bid Revolving Loans offered by one or more of the
         Lenders that have elected to provide quotes for any of the Interest
         Periods and at the rate(s) quoted by such Lender(s), but in any event
         in ascending order of the Competitive Bid Rates offered by all of the
         Lenders responding to such Notice of Competitive Bid Borrowing;
         provided, however, in the event two or more Lenders submit identical
         quotes and the Borrower elects to incur all or any part of the
         Competitive Bid Revolving Loans at such identical quotes, such
         Borrowing shall be from said Lenders on a pro rata basis determined by
         the amounts offered by such Lenders. The Competitive Bid Revolving
         Loans incurred by the Borrower in connection with such a request for
         quotes shall not exceed (i) with respect to all Lenders then providing
         quotes, the then unutilized Revolving Loan Commitment of all Lenders as
         a group, and (ii) with respect to each Lender providing a quote, the
         amount bid by such Lender in connection with such Lender's quote. The
         Borrower shall notify the Administrative Agent and such Lender or
         Lenders of its election by telephone (and confirmed in writing before
         5:00 p.m.



                                       18
<PAGE>   25

         (Florida time on the same day) not later than 12:00 noon (Florida time)
         two (2) Business Days prior to the requested date of such Borrowing in
         the case of Libor Bid Loans and on the requested date of such Borrowing
         in the event of Fixed Rate Bid Loans.

                  (b) (i) Whenever Borrower desires to convert all or a portion
         of an outstanding Borrowing under the Syndicate Revolving Loans, which
         Borrowing consists of Base Rate Advances or Eurodollar Advances, into
         one or more Borrowings consisting of Eurodollar Advances, or to
         continue outstanding a Borrowing consisting of Eurodollar Advances for
         a new Interest Period, it shall give the Administrative Agent at least
         three Business Days' prior written notice (or telephonic notice
         promptly confirmed in writing) of each such Borrowing to be converted
         into or continued as Eurodollar Advances. Such notice (a "Notice of
         Conversion/Continuation") shall be given prior to 11:00 A.M. (Florida
         time) on the date specified at the Payment Office of the Administrative
         Agent. Each such Notice of Conversion/Continuation shall be irrevocable
         and shall specify the aggregate principal amount of the Advances to be
         converted or continued, the date of such conversion or continuation,
         whether the Advances are being converted into or continued as
         Eurodollar Advances and (in the case of Eurodollar Advances) the
         Interest Period applicable thereto. If, upon the expiration of any
         Interest Period in respect of any Borrowing, Borrower shall have failed
         to deliver the Notice of Conversion/Continuation, Borrower shall be
         deemed to have elected to convert or continue such Borrowing to a
         Borrowing consisting of Base Rate Advances. No conversion of any
         Borrowing of Eurodollar Advances shall be permitted except on the last
         day of the Interest Period in respect thereof.

                  (ii) Whenever Borrower desires to convert all or a portion of
         an outstanding Borrowing under a Competitive Bid Revolving Loan into
         one or more Borrowings consisting of another Type, or to continue
         outstanding a Borrowing consisting of Libor Bid Loans for a new
         Interest Period, it may request that the Lenders provide quotes for
         Competitive Bid Rates in the same manner prescribed in SECTION
         3.1(a)(ii) for funding.

         So long as any Default or Event of Default shall have occurred and be
         continuing, no Borrowing may be converted into or continued as (upon
         expiration of the current Interest Period) Libor Bid Loans. No
         conversion of any Borrowing into Libor Bid Loans shall be permitted
         except on the last day of the Interest Period in respect thereof.

                  (c) Without in any way limiting Borrower's obligation to
         confirm in writing any telephonic notice, the Administrative Agent and
         the Lenders may act without liability upon the basis of telephonic
         notice reasonably believed by the Administrative Agent or the Lenders
         in good faith to be from Borrower prior to receipt of written
         confirmation.

                  (d) The Administrative Agent shall promptly give each Lender
         notice by telephone (confirmed in writing) or by telex, telecopy or
         facsimile transmission of the matters covered by the notices given to
         the Administrative Agent pursuant to this SECTION 3.1 with respect to
         the Revolving Credit Commitments.



                                       19
<PAGE>   26

         SECTION 3.2 DISBURSEMENT OF FUNDS.

                  (a) No later than 1:00 P.M. (Florida time) on the date of each
         Borrowing with respect to Syndicate Revolving Loans (other than one
         resulting from a conversion or continuation pursuant to SECTION
         3.1(b)(i)), each Lender will make available its Pro Rata Share of the
         amount of such Borrowing in immediately available funds at the Payment
         Office of the Administrative Agent. The Administrative Agent will make
         available to Borrower the aggregate of the amounts (if any) so made
         available by the Lenders to the Administrative Agent in a timely manner
         by crediting such amounts to Borrower's demand deposit account
         maintained with the Administrative Agent or, at Borrower's option, by
         effecting a wire transfer of such amounts to Borrower's account
         specified by the Borrower, by the close of business on such Business
         Day. In the event that the Lenders do not make such amounts available
         to the Administrative Agent by the time prescribed above, but such
         amount is received later that day, such amount may be credited to
         Borrower in the manner described in the preceding sentence on the next
         Business Day (with interest on such amount to begin accruing hereunder
         on such next Business Day).

                  (b) No later than 3:00 P.M. (Florida time) on the date of each
         Borrowing with respect to the Competitive Bid Revolving Loans (other
         than one resulting from a conversion or continuation pursuant to
         SECTION 3.1(b)(ii)), each relevant Competitive Bid Lender will make
         available the amount of such Borrowing in immediately available funds
         at its Payment Office or the Payment Office of the Administrative
         Agent, as directed by the Borrower, on the date of such Borrowing. In
         the event the Borrower directs that the funds be made available at the
         Payment Office of the Administrative Agent, each relevant Competitive
         Bid Lender will make available the amount of such Borrowing in
         immediately available funds at the Payment Office of the Administrative
         Agent and the Administrative Agent will disburse the amount of such
         Borrowing as provided in SECTION 3.2(a) above.

                  (c) Unless the Administrative Agent shall have been notified
         by any Lender prior to the date of a Borrowing that such Lender does
         not intend to make available to the Administrative Agent such Lender's
         portion of the Borrowing to be made on such date, the Administrative
         Agent may assume that such Lender has made such amount available to the
         Administrative Agent on such date and the Administrative Agent may make
         available to Borrower a corresponding amount. If such corresponding
         amount is not in fact made available to the Administrative Agent by
         such Lender on the date of such Borrowing, the Administrative Agent
         shall be entitled to recover such corresponding amount on demand from
         such Lender together with interest at the Federal Funds Rate. If such
         Lender does not pay such corresponding amount forthwith upon the
         Administrative Agent's demand therefor, the Administrative Agent shall
         promptly notify Borrower, and Borrower shall immediately pay such
         corresponding amount to the Administrative Agent together with interest
         at the rate specified for the Borrowing. Nothing in this subsection
         shall be deemed to relieve any Lender from its obligation to fund its
         Loans hereunder or to prejudice any rights which Borrower may have
         against any Lender as a result of any default by such Lender hereunder.



                                       20
<PAGE>   27

(d)      All Borrowings consisting of Syndicate Revolving Loans shall be loaned
         by the Lenders on the basis of their Pro Rata Share of the Revolving
         Loan Commitments. All Borrowings consisting of Competitive Bid
         Revolving Loans shall be loaned by the Lenders whose quotes were
         accepted by the Borrower. No Lender shall be responsible for any
         default by any other Lender in its obligations hereunder, and each
         Lender shall be obligated to make the Loans provided to be made by it
         hereunder, regardless of the failure of any other Lender to fund its
         Loans hereunder.

         SECTION 3.3 INTEREST.

                  (a) Borrower agrees to pay interest in respect of all unpaid
         principal amounts of the Syndicate Revolving Loans from the respective
         dates such principal amounts were advanced to maturity (whether by
         acceleration, notice of prepayment or otherwise) at rates per annum (on
         the basis of a 365-day year for Base Rate Advances and on the basis of
         a 360-day year for Eurodollar Advances) equal to the applicable rates
         indicated below:

                           (i) For Base Rate Advances--the Base Rate in effect
         from time to time; and

                           (ii) For Eurodollar Advances--the relevant Adjusted
         LIBO Rate plus the Applicable Margin.

                  (b) Borrower agrees to pay interest in respect of all unpaid
         principal amounts of the Competitive Bid Revolving Loans made to
         Borrower from the respective dates such principal amounts were advanced
         to maturity (whether by acceleration, notice of prepayment or
         otherwise) at times and at rates per annum equal to the applicable
         times and rates agreed upon between Borrower and the respective
         Competitive Bid Lender.

                  (c) Overdue principal (whether by non-payment at scheduled due
         date, acceleration, notice of prepayment or otherwise) and, to the
         extent not prohibited by applicable law, overdue interest, in respect
         of the Revolving Loans, whether Syndicate Revolving Loans or
         Competitive Bid Revolving Loans, and all other overdue amounts owing
         hereunder, shall bear interest from each date that such amounts are
         overdue at the Default Rate.

                  (d) Interest on each Loan shall accrue from and including the
         date of such Loan to but excluding the date of any repayment thereof;
         PROVIDED that, if a Loan is repaid on the same day made, one day's
         interest shall be paid on such Loan. Interest on all outstanding Base
         Rate Advances shall be payable quarterly in arrears on the last
         calendar day of each calendar quarter of Borrower in each year.
         Interest on all outstanding Eurodollar Advances shall be payable on the
         last day of each Interest Period applicable thereto, and, in the case
         of Eurodollar Advances having an Interest Period in excess of three
         months, on each day which occurs every 3 months after the initial date
         of such Interest Period. Interest on all Loans shall be payable on any
         conversion of any Advances comprising such Loans into Advances of
         another Type, prepayment (on the amount prepaid), at maturity (whether
         by acceleration, notice of prepayment or otherwise) and, after
         maturity, on demand.



                                       21
<PAGE>   28
                  (e) The Administrative Agent, upon determining the Adjusted
         LIBO Rate for any Interest Period, shall promptly notify Borrower and
         the Lenders by telephone (confirmed in writing) or in writing. Any such
         determination shall, absent manifest error, be final, conclusive and
         binding for all purposes. A Competitive Bid Lender has no obligation to
         notify any other Lender of the interest rates charged to Borrower.

         SECTION 3.4 INTEREST PERIODS.

                  (a) In connection with the making or continuation of, or
         conversion into, each Borrowing of Syndicate Revolving Loans comprised
         of Eurodollar Advances, Borrower shall select an Interest Period to be
         applicable to such Eurodollar Advances, which Interest Period shall be
         either a 1, 2, 3 or 6 month period; PROVIDED THAT:

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

                           (ii) if any Interest Period would otherwise expire on
         a day which is not a Business Day, such Interest Period shall expire on
         the next succeeding Business Day, provided that if any Interest Period
         in respect of Eurodollar Advances would otherwise expire on a day that
         is not a Business Day but is a day of the month after which no further
         Business Day occurs in such month, such Interest Period shall expire on
         the next preceding Business Day;

                           (iii) any Interest Period in respect of Eurodollar
         Advances which begins on a day for which there is no numerically
         corresponding day in the calendar month at the end of such Interest
         Period shall, subject to part (iv) below, expire on the last Business
         Day of such calendar month; and

                           (iv) no Interest Period shall extend beyond the Final
         Maturity Date.

                  (b) When it requests a Lender to make a quote for a
         Competitive Bid Revolving Loan, the Borrower shall specify to such
         Lender the Interest Period to be applicable to such Loan, which
         Interest Period shall be as agreed upon by the Borrower and such
         Lender; provided, however, that (i) no Interest Period shall extend
         beyond the Final Maturity Date and (ii) if any Interest Period would
         otherwise expire on a day which is not a Business Day, such Interest
         Period shall expire on the next succeeding Business Day.



                                       22
<PAGE>   29

         SECTION 3.5 FEES.

                  (a) FACILITY FEE. Borrower shall pay to the Administrative
         Agent, for the account of and distribution to each Lender, a Facility
         Fee computed at the rate of the Facility Fee Applicable Margin on the
         Revolving Loan Commitment of each Lender regardless of usage, such fee
         being payable quarterly in arrears on the last calendar day of each
         fiscal quarter of Borrower and on the Termination Date.

                  (b) UTILIZATION FEE. To the extent and for so long as the
         average daily aggregate outstanding principal amount of Revolving Loans
         at any time is equal to or exceeds one-half of the aggregate
         Commitments at such time, the Borrower shall pay to the Administrative
         Agent, for the account of and distribution to the Lenders which made
         such Revolving Loans, a Utilization Fee equal to 0.125% times such
         aggregate outstanding principal amount, such fee being payable
         quarterly in arrears on the last calendar day of each fiscal quarter of
         Borrower and on the Termination Date.

                  (c) ANNUAL ADMINISTRATIVE FEE. Borrower shall pay to the
         Administrative Agent an annual administrative fee, in advance, in the
         respective amount and on the dates previously agreed in writing by
         Borrower with the Administrative Agent pursuant to the Commitment
         Letter.

                  (d) OTHER FEES. Borrower shall pay to the Agents any other
         fees as required by the Commitment Letter, as and when due.

         SECTION 3.6 VOLUNTARY PREPAYMENTS OF BORROWINGS.

                  (a) With the consent of the Lender, Borrower may prepay
         Competitive Bid Revolving Loans on such terms as are mutually agreed to
         by the Lender and the Borrower. Borrower may, at its option, prepay
         Borrowings consisting of Base Rate Advances at any time in whole, or
         from time to time in part, in amounts aggregating $1,000,000 or any
         greater integral multiple of $100,000, by paying the principal amount
         to be prepaid together with interest accrued and unpaid thereon to the
         date of prepayment. Those Borrowings consisting of Eurodollar Advances
         may be prepaid, at Borrower's option, in whole, or from time to time in
         part, in the respective minimum amounts and multiples set forth in
         SECTION 2.1(b) with respect to the Revolving Loan Commitments, by
         paying the principal amount to be prepaid, together with interest
         accrued and unpaid thereon to the date of prepayment, and all
         compensation payments pursuant to SECTION 3.12 if such prepayment is
         made on a date other than the last day of an Interest Period applicable
         thereto. Each such optional prepayment shall be applied in accordance
         with SECTION 3.6(c) below.

                  (b) Borrower shall give written notice (or telephonic notice
         confirmed in writing) to the Administrative Agent of any intended
         prepayment of the Revolving Loans prior to 11:00 A.M. (Florida time)
         (i) not less than the same Business Day of any prepayment of Base Rate
         Advances, and (ii) not less than three Business Days prior to any
         prepayment of Eurodollar Advances. Borrower shall give written notice
         (or telephonic notice confirmed in writing) to the respective
         Competitive Bid Lender of any



                                       23
<PAGE>   30

         intended prepayment of the Competitive Bid Loans (i) not less than the
         same Business Day of any prepayment of Base Rate Advances, and (ii) not
         less than three Business Days prior to any prepayment of Eurodollar
         Advances. Such notice, once given, shall be irrevocable. Upon receipt
         of such notice of prepayment pursuant to the first sentence of this
         paragraph (b), the Administrative Agent shall promptly notify each
         Lender of the contents of such notice and of such Lender's share of
         such prepayment.

                  (c) Borrower, when providing notice of prepayment pursuant to
         SECTION 3.6(b) may designate the Types of Advances and the specific
         Borrowing or Borrowings which are to be prepaid, provided that (i) if
         any prepayment of Eurodollar Advances made pursuant to a single
         Borrowing of the Syndicate Revolving Loans shall reduce the outstanding
         Advances made pursuant to such Borrowing to an amount less than
         $1,000,000, such Borrowing shall immediately be converted into Base
         Rate Advances; and (ii) each prepayment made pursuant to a single
         Borrowing shall be applied pro rata among the Loans comprising such
         Borrowing, if such prepayment is not a prepayment of a Borrowing of
         Competitive Bid Revolving Loans. All voluntary prepayments shall be
         applied to the payment of any unpaid interest before application to
         principal.

         SECTION 3.7 PAYMENTS, ETC.

                  (a) (i) Except as otherwise specifically provided herein, all
         payments under this Agreement and the other Credit Documents, other
         than the payments specified in clause (ii) below, shall be made without
         defense, set-off or counterclaim to the Administrative Agent, not later
         than 12:00 noon (Florida time) on the date when due and shall be made
         in Dollars in immediately available funds at the respective Payment
         Office.

                           (ii) Except as otherwise specifically provided
         herein, all payments under this Agreement with respect to the
         Competitive Bid Lenders shall be made without defense, set-off or
         counterclaim to the Administrative Agent or respective Competitive Bid
         Lender at its Payment Office not later than 12:00 noon (local time for
         the Administrative Agent or such Competitive Bid Lender, whichever is
         applicable) on the date when due and in immediately available funds,
         or, if the Borrower elects to make payment directly to the Competitive
         Bid Lender, at any other location of the Competitive Bid Lender as the
         Competitive Bid Lender may specify in writing to Borrower not later
         than Noon (local time for the Competitive Bid Lender) on the Business
         Day such payment is due.

                  (b) (i) All such payments shall be made free and clear of and
         without deduction or withholding for any Taxes in respect of this
         Agreement, the Notes or other Credit Documents, or any payments of
         principal, interest, fees or other amounts payable hereunder or
         thereunder (but excluding any Taxes imposed on the overall net income
         of any Lender pursuant to the laws of the jurisdiction in which the
         principal executive office or appropriate Lending Office of such Lender
         is located). If any such Taxes are so levied or imposed, Borrower
         agrees (A) to pay the full amount of such Taxes, and such additional
         amounts as may be necessary so that every net payment of all amounts
         due hereunder and under the Notes and other Credit Documents, after
         withholding or deduction for or on account of any such Taxes (including
         additional sums payable under



                                       24
<PAGE>   31

         this SECTION 3.7), will not be less than the full amount provided for
         herein had no such deduction or withholding been required, (B) to make
         such withholding or deduction and (C) to pay the full amount deducted
         to the relevant authority in accordance with applicable law. Borrower
         will furnish to the Administrative Agent and each Lender, within 30
         days after the date the payment of any Taxes is due pursuant to
         applicable law, copies of tax receipts evidencing such payment by
         Borrower. Borrower will indemnify and hold harmless the Administrative
         Agent and each Lender and reimburse the Administrative Agent and each
         Lender upon written request for the amount of any Taxes so levied or
         imposed and paid by the Administrative Agent or Lender and any
         liability (including penalties, interest and expenses) arising
         therefrom or with respect thereto, whether or not such Taxes were
         correctly or illegally asserted. A certificate as to the amount of such
         payment by such Lender or the Administrative Agent, absent manifest
         error, shall be final, conclusive and binding for all purposes.

                           (ii) Each Lender that is organized under the laws of
         any jurisdiction other than the United States of America or any State
         thereof (including the District of Columbia) agrees to furnish to
         Borrower and the Administrative Agent, prior to the time it becomes a
         Lender hereunder, two copies of either U.S. Internal Revenue Service
         Form W-8BEN or U.S. Internal Revenue Service Form W-8ECI or any
         successor forms thereto (wherein such Lender claims entitlement to
         complete exemption from or reduced rate of U.S. Federal withholding tax
         on interest paid by Borrower hereunder) and to provide to Borrower and
         the Administrative Agent a new Form W-8BEN or Form W-8ECI or any
         successor forms thereto if any previously delivered form is found to be
         incomplete or incorrect in any material respect or upon the
         obsolescence of any previously delivered form; PROVIDED, HOWEVER, that
         no Lender shall be required to furnish a form under this paragraph (ii)
         if it is not entitled to claim an exemption from or a reduced rate of
         withholding under applicable law. A Lender that is not entitled to
         claim an exemption from or a reduced rate of withholding under
         applicable law shall so inform Borrower in writing.

                  (c) Subject to SECTION 3.4(a)(ii), whenever any payment to be
         made hereunder or under any Note shall be stated to be due on a day
         which is not a Business Day, the due date thereof shall be extended to
         the next succeeding Business Day and, with respect to payments of
         principal, interest thereon shall be payable at the applicable rate
         during such extension.

                  (d) On other than Competitive Bid Revolving Loans, which shall
         be negotiated from time to time, all computations of interest and fees
         shall be made on the basis of a year of 360 days for the actual number
         of days (including the first day but excluding the last day) occurring
         in the period for which such interest or fees are payable (to the
         extent computed on the basis of days elapsed), except that interest on
         Base Rate Advances shall be computed on the basis of a year of 365 days
         for the actual number of days. Interest on Base Rate Advances shall be
         calculated based on the Base Rate from and including the date of such
         Loan to but excluding the date of the repayment or conversion thereof.
         Interest on Eurodollar Advances shall be calculated as to each Interest
         Period from and including the first day thereof to but excluding the
         last day thereof. Each determination by the Administrative Agent or the
         Competitive Bid Lender



                                       25
<PAGE>   32

         of an interest rate or fee hereunder shall be made in good faith and,
         except for manifest error, shall be final, conclusive and binding for
         all purposes.

                  (e) Payment by Borrower to the Administrative Agent in
         accordance with the terms of this Agreement shall, as to Borrower,
         constitute payment to the Lenders under this Agreement.

         SECTION 3.8 INTEREST RATE NOT ASCERTAINABLE, ETC. In the event that the
Administrative Agent, in the case of the Adjusted LIBO Rate, shall have
determined (which determination shall be made in good faith and, absent manifest
error, shall be final, conclusive and binding upon all parties) that on any date
for determining the Adjusted LIBO Rate for any Interest Period, by reason of any
changes arising after the date of this Agreement affecting the London interbank
market or the Administrative Agent's position in such markets, adequate and fair
means do not exist for ascertaining the applicable interest rate on the basis
provided for in the definition of Adjusted LIBO Rate then, and in any such
event, the Administrative Agent shall forthwith give notice (by telephone
confirmed in writing) to Borrower and to the Lenders of such determination and a
summary of the basis for such determination. Until the Administrative Agent
notifies Borrower that the circumstances giving rise to the suspension described
herein no longer exist, the obligations of the Lenders to make or permit
portions of the Syndicate Revolving Loans to remain outstanding past the last
day of the then current Interest Periods as Eurodollar Advances shall be
suspended, and such affected Advances shall bear the same interest as Base Rate
Advances.

         SECTION 3.9 ILLEGALITY.

                  (a) In the event that any Lender shall have determined (which
         determination shall be made in good faith and, absent manifest error,
         shall be final, conclusive and binding upon all parties) at any time
         that the making or continuance of any Eurodollar Advance has become
         unlawful by compliance by such Lender in good faith with any applicable
         law, governmental rule, regulation, guideline or order (whether or not
         having the force of law and whether or not failure to comply therewith
         would be unlawful), then, in any such event, the Lender shall give
         prompt notice (by telephone confirmed in writing) to Borrower and to
         the Administrative Agent of such determination and a summary of the
         basis for such determination (which notice the Administrative Agent
         shall promptly transmit to the other Lenders).

                  (b) Upon the giving of the notice to Borrower referred to in
         subsection (a) above, (i) Borrower's right to request from such Lender
         and such Lender's obligation to make Eurodollar Advances shall be
         immediately suspended, and such Lender shall make an Advance as part of
         the requested Borrowing of Eurodollar Advances as a Base Rate Advance,
         which Base Rate Advance shall, for all other purposes, be considered
         part of such Borrowing, and (ii) if the affected Eurodollar Advance or
         Advances are then outstanding, Borrower shall immediately, or if
         permitted by applicable law, no later than the date permitted thereby,
         upon at least one Business Day's written notice to the Administrative
         Agent and the affected Lender, convert each such Advance into an
         Advance or Advances of a different Type with an Interest Period ending
         on the date on which the Interest Period applicable to the affected
         Eurodollar Advances expires,



                                       26
<PAGE>   33

         provided that if more than one Lender is affected at any time, then all
         affected Lenders must be treated the same pursuant to this SECTION
         3.9(b).

         SECTION 3.10 INCREASED COSTS.

                  (a) If, by reason of (x) after the date hereof, the
         introduction of or any change (including, without limitation, any
         change by way of imposition or increase of reserve requirements) in or
         in the interpretation of any law or regulation, or (y) the compliance
         with any guideline or request from any central bank or other
         governmental authority or quasi-governmental authority exercising
         control over banks or financial institutions generally (whether or not
         having the force of law):

                           (i) any Lender (or its applicable Lending Office)
         shall be subject to any tax, duty or other charge with respect to its
         Eurodollar Advances or its obligation to make Eurodollar Advances, or
         the basis of taxation of payments to any Lender of the principal of or
         interest on its Eurodollar Advances or its obligation to make
         Eurodollar Advances shall have changed (except for changes in the tax
         on the overall net income of such Lender or its applicable Lending
         Office imposed by the jurisdiction in which such Lender's principal
         executive office or applicable Lending Office is located); or

                           (ii) any reserve (including, without limitation, any
         imposed by the Board of Governors of the Federal Reserve System),
         special deposit or similar requirement against assets of, deposits with
         or for the account of, or credit extended by, any Lender's applicable
         Lending Office shall be imposed or deemed applicable or any other
         condition affecting its Eurodollar Advances or its obligation to make
         Eurodollar Advances shall be imposed on any Lender or its applicable
         Lending Office or the London interbank market or the United States
         secondary certificate of deposit market;

         and as a result thereof there shall be any increase in the cost to such
         Lender of agreeing to make or making, funding or maintaining Eurodollar
         Advances (except to the extent already included in the determination of
         the applicable Adjusted LIBO Rate for Eurodollar Advances), or there
         shall be a reduction in the amount received or receivable by such
         Lender or its applicable Lending Office, then Borrower shall from time
         to time (subject, in the case of certain Taxes, to the applicable
         provisions of SECTION 3.7(b)), upon written notice from and demand by
         such Lender on Borrower (with a copy of such notice and demand to the
         Administrative Agent), pay to the Administrative Agent for the account
         of such Lender within five Business Days after the date of such notice
         and demand, additional amounts sufficient to indemnify such Lender
         against such increased cost. A certificate as to the amount of such
         increased cost, submitted to Borrower and the Administrative Agent by
         such Lender in good faith and accompanied by a statement prepared by
         such Lender describing in reasonable detail the basis for and
         calculation of such increased cost, shall, except for manifest error,
         be final, conclusive and binding for all purposes.

                  (b) If any Lender shall advise the Administrative Agent that
         at any time, because of the circumstances described in clause (x) or
         (y) in SECTION 3.10(a) or any other circumstances beyond such Lender's
         control arising after the date of this Agreement



                                       27
<PAGE>   34

         affecting such Lender or the London interbank market or such Lender's
         position in such market, the Adjusted LIBO Rate, as determined by the
         Administrative Agent, will not adequately and fairly reflect the cost
         to such Lender of funding its Eurodollar Advances, then, and in any
         such event:

                           (i) the Administrative Agent shall forthwith give
         notice (by telephone confirmed in writing) to Borrower and to the other
         Lenders of such advice;

                           (ii) Borrower's right to request and such Lender's
         obligation to make or permit portions of the Loans to remain
         outstanding past the last day of the then current Interest Periods as
         Eurodollar Advances shall be immediately suspended; and

                           (iii) such Lender shall make a Loan as part of the
         requested Borrowing of Eurodollar Advances as a Base Rate Advance,
         which such Base Rate Advance shall, for all other purposes, be
         considered part of such Borrowing.

         SECTION 3.11 LENDING OFFICES.

                  (a) Each Lender agrees that, if requested by Borrower, it will
         use reasonable efforts (subject to overall policy considerations of
         such Lender) to designate an alternate Lending Office with respect to
         any of its Eurodollar Advances affected by the matters or circumstances
         described in SECTION 3.7(b), 3.8, 3.9 or 3.10 to reduce the liability
         of Borrower or avoid the results provided thereunder, so long as such
         designation is not disadvantageous to such Lender as determined by such
         Lender, which determination if made in good faith, shall be conclusive
         and binding on all parties hereto. Nothing in this SECTION 3.11 shall
         affect or postpone any of the obligations of Borrower or any right of
         any Lender provided hereunder.

                  (b) If any Lender that is organized under the laws of any
         jurisdiction other than the United States of America or any State
         thereof (including the District of Columbia) issues a public
         announcement with respect to the closing of its lending offices in the
         United States such that any withholdings or deductions and additional
         payments with respect to Taxes may be required to be made by Borrower
         thereafter pursuant to SECTION 3.7(b), such Lender shall use reasonable
         efforts to furnish Borrower notice thereof as soon as practicable
         thereafter; provided, however, that no delay or failure to furnish such
         notice shall in any event release or discharge Borrower from its
         obligations to such Lender pursuant to SECTION 3.7(b) or otherwise
         result in any liability of such Lender.

         SECTION 3.12 FUNDING LOSSES. Borrower shall compensate each Lender,
upon its written request to Borrower (which request shall set forth the basis
for requesting such amounts in reasonable detail and which request shall be made
in good faith and, absent manifest error, shall be final, conclusive and binding
upon all of the parties hereto), for all losses, expenses and liabilities
(including, without limitation, any interest paid by such Lender to lenders of
funds borrowed by it to make or carry its Eurodollar Advances, in either case to
the extent not recovered by such Lender in connection with the reemployment of
such funds and including loss of anticipated profits), which the Lender may
sustain: (i) if for any reason (other than a default



                                       28
<PAGE>   35

by such Lender) a borrowing of, or conversion to or continuation of, Eurodollar
Advances to Borrower does not occur on the date specified therefor in a Notice
of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn),
(ii) if any repayment (including mandatory prepayments and any conversions
pursuant to SECTION 3.9(B)) of any Eurodollar Advances to Borrower occurs on a
date which is not the last day of an Interest Period applicable thereto, or
(iii), if, for any reason, Borrower defaults in its obligation to repay its
Eurodollar Advances when required by the terms of this Agreement.

         SECTION 3.13 ASSUMPTIONS CONCERNING FUNDING OF EURODOLLAR ADVANCES.
Calculation of all amounts payable to a Lender under this ARTICLE III shall be
made as though that Lender had actually funded its relevant Eurodollar Advances
through the purchase of deposits in the relevant market bearing interest at the
rate applicable to such Eurodollar Advances in an amount equal to the amount of
the Eurodollar Advances and having a maturity comparable to the relevant
Interest Period and through the transfer of such Eurodollar Advances from an
offshore office of that Lender to a domestic office of that Lender in the United
States of America; PROVIDED HOWEVER, that each Lender may fund each of its
Eurodollar Advances in any manner it sees fit and the foregoing assumption shall
be used only for calculation of amounts payable under this ARTICLE III.

         SECTION 3.14 APPORTIONMENT OF PAYMENTS. Aggregate principal and
interest payments in respect of Revolving Loans and payments in respect of
Utilization Fees shall be apportioned among all outstanding Revolving Loans to
which such payments relate, proportionately to the Lenders' respective pro rata
portions of such outstanding Revolving Loans, and payments in respect of
Facility Fees shall be apportioned among all outstanding Commitments to which
such payments relate, proportionately to the Lenders' respective pro rata
portions of such Commitments. The Administrative Agent shall promptly distribute
to each Lender at its payment office set forth beside its name on the
appropriate signature page hereof or such other address as any Lender may
request its share of all such payments received by the Administrative Agent.

         SECTION 3.15 SHARING OF PAYMENTS, ETC. If any Lender shall obtain any
payment or reduction (including, without limitation, any amounts received as
adequate protection of a deposit treated as cash collateral under the Bankruptcy
Code) of the Obligations (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) in excess of its pro rata portion of
payments or reductions on account of such Obligations obtained by all the
Lenders, such Lender shall forthwith (i) notify each of the other Lenders and
Administrative Agent of such receipt and (ii) purchase from the other Lenders
such participations in the affected Obligations as shall be necessary to cause
such purchasing Lender to share the excess payment or reduction, net of costs
incurred in connection therewith, ratably with each of them, provided that if
all or any portion of such excess payment or reduction is thereafter recovered
from such purchasing Lender or additional costs are incurred, the purchase shall
be rescinded and the purchase price restored to the extent of such recovery or
such additional costs, but without interest unless the Lender obligated to
return such funds is required to pay interest on such funds. Borrower agrees
that any Lender so purchasing a participation from another Lender pursuant to
this SECTION 3.15 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of Borrower in
the amount of such participation.



                                       29
<PAGE>   36

         SECTION 3.16 CAPITAL ADEQUACY. Without limiting any other provision of
this Agreement, in the event that any Lender shall have determined that any law,
treaty, governmental (or quasi-governmental) rule, regulation, guideline or
order regarding capital adequacy not currently in effect or fully applicable as
of the Closing Date, or any change therein or in the interpretation or
application thereof after the Closing Date, or compliance by such Lender with
any request or directive regarding capital adequacy not currently in effect or
fully applicable as of the Closing Date (whether or not having the force of law
and whether or not failure to comply therewith would be unlawful) from a central
bank or governmental authority or body having jurisdiction, does or shall have
the effect of reducing the rate of return on such Lender's capital as a
consequence of its obligations hereunder to a level below that which such Lender
could have achieved but for such law, treaty, rule, regulation, guideline or
order, or such change or compliance (taking into consideration such Lender's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then within ten (10) Business Days after written notice and demand
by such Lender (with copies thereof to the Administrative Agent), Borrower shall
from time to time pay to such Lender additional amounts sufficient to compensate
such Lender for such reduction (but, without duplication of any amounts already
recovered by such Lender by reason of an adjustment in the applicable Base Rate
or Adjusted LIBO Rate). Each certificate as to the amount payable under this
SECTION 3.16 (which certificate shall set forth the basis for requesting such
amounts in reasonable detail), submitted to Borrower by any Lender in good
faith, shall, absent manifest error, be final, conclusive and binding for all
purposes.

         SECTION 3.17 BENEFITS TO GUARANTORS. In consideration for the execution
and delivery by the Guarantors of their Guaranty Agreements, Borrower agrees to
make the benefit of extensions of credit hereunder available to the Guarantors.

         SECTION 3.18 LIMITATION ON CERTAIN PAYMENT OBLIGATIONS.

                  (a) Each Lender or Administrative Agent shall make written
         demand on Borrower for indemnification or compensation pursuant to
         SECTION 3.7 no later than 120 days after the earlier of (i) the date on
         which such Lender or Administrative Agent makes payment of such Taxes
         and (ii) the date on which the relevant taxing authority or other
         governmental authority makes written demand upon such Lender or
         Administrative Agent for payment of such Taxes.

                  (b) Each Lender or Administrative Agent shall make written
         demand on Borrower for indemnification or compensation pursuant to
         SECTION 3.10 or 3.12 no later than 120 days after the event giving rise
         to the claim for indemnification or compensation occurs.

                  (c) Each Lender or Administrative Agent shall make written
         demand on Borrower for indemnification or compensation pursuant to
         SECTION 3.9 or 3.16 no later than 120 days after such Lender or
         Administrative Agent receives actual notice or obtains actual knowledge
         of the promulgation of a law, rule, order or interpretation or
         occurrence of another event giving rise to a claim pursuant to such
         sections.



                                       30
<PAGE>   37

                  (d) In the event that the Lenders or Administrative Agent fail
         to give Borrower notice within the time limitations prescribed in (a)
         or (b) above, Borrower shall not have any obligation to pay such claim
         for compensation or indemnification. In the event that the Lender or
         Administrative Agent fail to give Borrower notice within the time
         limitation prescribed in (c) above, Borrower shall not have any
         obligation to pay any amount with respect to claims accruing prior to
         the one hundred and twentieth (120th) day preceding such written
         demand.

         SECTION 3.19 RETURN OF PAYMENTS. If the Administrative Agent shall be
required by any court, trustee or debtor-in-possession or other Person to return
any amount previously received by it in respect of the Obligations under this
Agreement, upon receipt of notice from it, each Lender that received all or a
portion thereof shall immediately pay over to it, such Lender's pro rata share
of the amount to be returned.

         SECTION 3.20 EXTENSION OF THE COMMITMENTS.

                  (a) "Termination Date" shall initially mean June 1, 2001. On
         any Business Day that is not less than 30 days nor more than 59 days
         prior to the Termination Date then in effect, Borrower may, by written
         notice (an "Extension Request") given to the Administrative Agent,
         request that the Termination Date be extended. Each such Extension
         Request shall contemplate an extension of the Termination Date to a
         date that is 364 days after the Termination Date then in effect.

                  (b) The Administrative Agent shall promptly advise each Lender
         of its receipt of any Extension Request. Each Lender may, in its sole
         discretion, consent to a requested extension by giving written notice
         thereof to the Administrative Agent by not later than the Business Day
         (the "Extension Confirmation Date") immediately preceding the date that
         is 15 days after the date of the Extension Request; PROVIDED, that no
         Lender shall reply prior to the 30th day prior to the Termination Date
         and if such 30th day is later than the 15th day after the Extension
         Confirmation Date, then the Extention Confirmation Date shall
         automatically be moved to the third Business Day after such 30th day.
         Failure on the part of any Lender to respond to an Extension Request by
         the applicable Extension Confirmation Date shall be deemed to be a
         denial of such request by such Lender. If any Lenders shall consent in
         writing to the requested extension, such request shall be granted in
         respect of the Commitments of such consenting Lenders. Promptly
         following the opening of business on the first Business Day following
         the applicable Extension Confirmation Date, the Administrative Agent
         shall notify Borrower in writing as to whether the Extension Request
         has been granted (such written notice being an "Extension Confirmation
         Notice") and, if granted, such extension shall be confirmed upon the
         issuance of such Extension Confirmation Notice. The Administrative
         Agent shall promptly thereafter provide a copy of such Extension
         Confirmation Notice to each Lender. Each Extension Confirmation Notice
         shall, if applicable, specify therein the Lenders and the percentage of
         the Commitments consenting to the extension, and the date to which the
         Termination Date is to be extended (such date being referred to herein
         as the "Extended Termination Date"), which shall be the 364th day
         following the Termination Date then in effect.



                                       31
<PAGE>   38

                  (c) A nonconsenting Lender shall be obligated, at the request
         of Borrower and subject to the nonconsenting Lender receiving payment
         in full of (i) the principal amount of all Advances owing to such
         nonconsenting Lender, and (ii) all accrued interest and fees owing to
         such nonconsenting Lender and all other amounts owing to such
         nonconsenting Lender hereunder, to assign without representation,
         warranty (other than good title to its Advances) or expense to such
         nonconsenting Lender, at any time prior to the Termination Date
         applicable to such nonconsenting Lender, all of its rights (other than
         rights that would survive the termination of this Agreement pursuant to
         SECTION 10.4) and obligations hereunder to one or more banks or other
         entities (the "Replacement Lenders") nominated by Borrower and willing
         to take the place of such nonconsenting Lender; PROVIDED, that each
         such Replacement Lender satisfies all the requirements of this
         Agreement and the Administrative Agent shall have consented to such
         assignment, which consent shall not be unreasonably withheld. Each such
         Replacement Lender shall be deemed to be a consenting Lender hereunder
         in replacement of the nonconsenting Lender.

                  (d) The Termination Date, in the event that no Lenders shall
         consent in writing to such Extension Request, shall continue to be the
         then existing Termination Date (the "Earlier Termination Date"). The
         Termination Date, in the event that any Lenders shall consent in
         writing to such Extension Request, shall continue to be the Earlier
         Termination Date until the end of the day immediately preceding the
         Termination Date then in effect, at which time, (i) in respect of the
         consenting Lenders, the Termination Date then in effect shall become
         the Extended Termination Date provided for in such Extension
         Confirmation Notice and (ii) in respect of the non-consenting Lenders,
         the Commitments held by them shall terminate and all outstanding
         Obligations owing thereto shall be paid by Borrower, subject to SECTION
         3.12.

         SECTION 3.21 SUBSTITUTION OF LENDERS. Upon the receipt by Borrower from
any Lender (an "Affected Lender") of a claim for compensation under SECTION
3.7(b), 3.10 or 3.16 or of a notice that it cannot make Eurodollar Advances
under SECTION 3.8 or 3.9, then the Administrative Agent, at Borrower's
direction, shall: (i) request one more of the other Lenders to acquire and
assume all or part of such Affected Lender's Loans and Commitments; or (ii)
designate a replacement bank or financial institution satisfactory to Borrower
to acquire and assume all or a ratable part of all of such Affected Lender's
Advances and Commitments at the face amount thereof (a "Substitute Lender"). Any
such designation of a Substitute Lender under clause (ii) shall be subject to
the prior written consent of the Administrative Agent (which consent shall not
be unreasonably withheld). Any transfer of Advances and Commitments shall be
accompanied by the payment of any amounts due to the Affected Lender under
SECTIONS 3.7(b), 3.10, 3.12 (calculated as if the assigned Loans were prepaid on
the date of assignment) and 3.16 and shall be made in accordance with SECTION
10.6(b); PROVIDED, that the processing fee referenced in SECTION 10.6(b) shall
not be required to be paid.



                                       32
<PAGE>   39

                                   ARTICLE IV

                       CONDITIONS TO EXTENSIONS OF CREDIT

         The obligations of each Lender to make Advances to Borrower hereunder
is subject to the satisfaction of the following conditions:

         SECTION 4.1 CONDITIONS PRECEDENT TO EXTENSION OF CREDIT. At the Closing
Date, all obligations of Borrower hereunder incurred prior to the Closing Date
(including, without limitation, Borrower's obligations to reimburse the
reasonable fees and expenses of counsel to the Administrative Agent and any fees
and expenses payable to the Administrative Agent and the Lenders as previously
agreed with Borrower), shall have been paid in full, and the Administrative
Agent shall have received the following, in form and substance reasonably
satisfactory in all respects to the Administrative Agent:

                  (a) the duly executed counterparts of this Agreement;

                  (b) the duly completed Revolving Notes evidencing the
         Revolving Loan Commitments;

                  (c) the Guaranty Agreements;

                  (d) certificate of Borrower in substantially the form of
         EXHIBIT D attached hereto and appropriately completed;

                  (e) certificates of the Secretary or Assistant Secretary of
         each of the Credit Parties, attaching and certifying copies of the
         resolutions of the boards of directors of the Credit Parties,
         authorizing as applicable the execution, delivery and performance of
         the Credit Documents;

                  (f) certificates of the Secretary or an Assistant Secretary of
         each of the Credit Parties, certifying (i) the name, title and true
         signature of each officer of such entities executing the Credit
         Documents, and (ii) the bylaws or comparable governing documents of
         such entities;

                  (g) certified copies of the certificate or articles of
         incorporation of each Credit Party, certified by the Secretary of State
         or the Secretary or Assistant Secretary of such Credit Party, together
         with certificates of good standing or existence, as may be available
         from the Secretary of State of the jurisdiction of incorporation or
         organization of such Credit Party;

                  (h) copies of all documents and instruments, including all
         consents, authorizations and filings, required or advisable under any
         Requirement of Law or by any material Contractual Obligation of the
         Credit Parties, in connection with the execution, delivery,
         performance, validity and enforceability of the Credit Documents and
         the other documents to be executed and delivered hereunder, and such
         consents, authorizations, filings and orders shall be in full force and
         effect and all applicable waiting periods shall have expired;



                                       33
<PAGE>   40

                  (i) certified copies of the Intercompany Loan Documents, to
         the extent that they exist;

                  (j) certified copies of indentures, credit agreements, leases,
         capital leases, instruments, and other documents evidencing or securing
         Indebtedness of any Consolidated Company, described on SCHEDULE
         5.13(a), in any single case in an amount not less than $25,000,000;

                  (k) a summary, set forth in format and detail reasonably
         acceptable to the Administrative Agent, of the types and amounts of
         insurance (property and liability) maintained by the Consolidated
         Companies;

                  (l) the favorable opinion of independent counsel to the Credit
         Parties acceptable to the Administrative Agent, addressed to, and in
         form and substance satisfactory to, the Administrative Agent and each
         of the Lenders;

                  (m) financial statements of Borrower and its Subsidiaries, on
         a consolidated basis, for the most recently completed fiscal year for
         which audited annual financial statements are available; and

                  (n) all material documentation in conjunction with the
         Convertible Subordinated Debt, the subordination provisions of which
         shall, in all respects, be satisfactory to the Administrative Agent and
         the Required Lenders.

In addition to the foregoing, the following conditions shall have been satisfied
or shall exist, all to the satisfaction of the Administrative Agent, as of the
time the initial Extensions of Credit are made hereunder:

                  (a) payment in full and termination of all outstanding senior
         indebtedness of the Borrower and its Material Subsidiaries and the
         release of any liens securing the same; provided, however, the
         following indebtedness may remain outstanding: (i) all indebtedness
         outstanding under the Existing Credit Agreement; (ii) all Capitalized
         Lease Obligations described on SCHEDULE 5.7; (iii) installment notes
         and other Indebtedness described on SCHEDULE 5.13(a); and (iv) the
         Intercompany Loans described on SCHEDULE 5.22;

                  (b) the Extensions of Credit to be made and the use of
         proceeds thereof shall not contravene, violate or conflict with, or
         involve the Administrative Agent or any Lender in a violation of, any
         law, rule, injunction, or regulation, or determination of any court of
         law or other governmental authority;

                  (c) all corporate proceedings and all other legal matters in
         connection with the authorization, legality, validity and
         enforceability of the Credit Documents shall be reasonably satisfactory
         in form and substance to the Required Lenders; and

                  (d) the status of all pending and threatened litigation
         (including products liability and patent claims) described on SCHEDULE
         5.5, including a description of any damages sought and the claims
         constituting the basis therefor, shall have been reported in



                                       34
<PAGE>   41

         writing to the Administrative Agent, the Administrative Agent shall
         have reported such matters to the Lenders, and the Lenders shall be
         satisfied with such status.

         SECTION 4.2 CONDITIONS TO ALL EXTENSIONS OF CREDIT. At the time of the
making of all Extensions of Credit (before as well as after giving effect to
such Loans and to the proposed use of the proceeds thereof), the following
conditions shall have been satisfied or shall exist:

                  (a) there shall exist no Default or Event of Default;

                  (b) all representations and warranties by Borrower contained
         herein shall be true and correct in all material respects with the same
         effect as though such representations and warranties had been made on
         and as of the date of such Extensions of Credit;

                  (c) since December 25, 1999 (the last day of Borrower's 1999
         fiscal year), there shall have been no change which has had or could
         reasonably be expected to have a Materially Adverse Effect;

                  (d) there shall be no action or proceeding instituted or
         pending before any court or other governmental authority or, to the
         knowledge of Borrower, threatened (i) which reasonably could be
         expected to have a Materially Adverse Effect, or (ii) seeking to
         prohibit or restrict one or more Credit Parties' ownership or operation
         of any portion of its business or assets, or to compel one or more
         Credit Parties to dispose of or hold separate all or any portion of its
         businesses or assets, where such portion or portions of such
         business(es) or assets, as the case may be, constitute a material
         portion of the total businesses or assets of the Consolidated
         Companies;

                  (e) the Extensions of Credit to be made and the use of
         proceeds thereof shall not contravene, violate or conflict with, or
         involve the Administrative Agent or any Lender in a violation of, any
         law, rule, injunction, or regulation, or determination of any court of
         law or other governmental authority applicable to Borrower; and

                  (f) the Administrative Agent shall have received such other
         documents or legal opinions as the Administrative Agent or any Lender
         may reasonably request, all in form and substance reasonably
         satisfactory to the Administrative Agent.

Each request for an Extension of Credit and the acceptance by Borrower of the
proceeds thereof shall constitute a representation and warranty by Borrower, as
of the date of such Extension of Credit, that the applicable conditions
specified in SECTIONS 4.1 and 4.2 have been satisfied without any further action
by the Borrower.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         Borrower represents, warrants and covenants to Lenders that:



                                       35
<PAGE>   42

         SECTION 5.1 ORGANIZATION AND QUALIFICATION. Borrower is a corporation
duly organized and existing in good standing under the laws of the State of
Delaware. Each Subsidiary of Borrower is a corporation or limited partnership
duly organized and existing under the laws of the jurisdiction of its
incorporation or organization. Borrower and each of its Material Subsidiaries
are duly qualified to do business as a foreign corporation or limited
partnership, as applicable, and are in good standing in each jurisdiction in
which the character of their properties or the nature of their business makes
such qualification necessary, except for such jurisdictions in which a failure
to qualify to do business would not have a Materially Adverse Effect. Borrower
and each of its Material Subsidiaries have the corporate or partnership power to
own their respective properties and to carry on their respective businesses as
now being conducted. The jurisdiction of incorporation or organization, and the
ownership of all issued and outstanding capital stock or other equity interests,
for each Material Subsidiary as of the date of this Agreement is accurately
described on SCHEDULE 5.1. SCHEDULE 5.1 also designates the Material
Subsidiaries as of the Closing Date.

         SECTION 5.2 CORPORATE AND PARTNERSHIP AUTHORITY. The execution and
delivery by Borrower and the Guarantors of and the performance by Borrower and
Guarantors of their obligations under the Credit Documents have been duly
authorized by all requisite corporate or partnership action and all requisite
shareholder or partner action, if any, on the part of Borrower and the
Guarantors and do not and will not (i) violate any provision of any law, rule or
regulation, any judgment, order or ruling of any court or governmental agency,
the charter, bylaws or partnership agreement, as applicable, of Borrower or the
Guarantors, or any material indenture, agreement or other instrument to which
Borrower or the Guarantors are a party or by which Borrower or the Guarantors or
any of their properties is bound, or (ii) be in conflict with, result in a
breach of, or constitute with notice or lapse of time or both a default under
any such indenture, agreement or other instrument.

         SECTION 5.3 FINANCIAL STATEMENTS. Borrower has furnished Lenders with
the following financial statements, identified by the Chief Financial Officer of
Borrower: consolidated balance sheets and consolidated statements of income,
stockholders' equity and cash flow of Borrower for the fiscal year ended on the
last Saturday in December 1999, certified by Deloitte & Touche, and quarterly,
publicly filed financial statements for the periods ended on the last Saturday
of March, June and September 1999 and of March 2000. Such financial statements
(including any related schedules and notes) are true and correct in all material
respects, have been prepared in accordance with GAAP consistently applied
throughout the period or periods in question and show, in the case of audited
statements, all liabilities, direct or contingent, of Borrower and its
Subsidiaries, required to be shown in accordance with GAAP consistently applied
throughout the period or periods in question and fairly present the consolidated
financial position and the consolidated results of operations of Borrower and
its Subsidiaries for the periods indicated therein. There has been no material
adverse change in the business, condition or operations, financial or otherwise,
of Borrower and its Consolidated Subsidiaries since December 25, 1999.

         SECTION 5.4 TAX RETURNS. Except as set forth on SCHEDULE 5.4, each of
Borrower and its Material Subsidiaries has filed all federal, state and other
income tax returns which, to the best knowledge of the executive officers of
Borrower and its Material Subsidiaries, are required to be filed, and each has
paid all taxes as shown on said returns and on all assessments received by it



                                       36
<PAGE>   43

to the extent that such taxes have become due or except such as are being
contested in good faith by appropriate proceedings for which adequate reserves
have been established in accordance with GAAP.

         SECTION 5.5 ACTIONS PENDING. Except as disclosed on SCHEDULE 5.5
hereto, there is no action, suit, investigation or proceeding pending or, to the
knowledge of any Executive Officer of Borrower, threatened against or affecting
Borrower or any of its Material Subsidiaries or any of their properties or
rights, by or before any court, arbitrator or administrative or governmental
body, which might reasonably be expected to result in any Materially Adverse
Effect.

         SECTION 5.6 REPRESENTATIONS; NO DEFAULTS. At the time of each Extension
of Credit there shall exist no Default or Event of Default, and each Extension
of Credit shall be deemed a renewal by Borrower of the representations and
warranties contained in this Agreement, except to the extent that such
representations and warranties specifically relate to and are limited to an
earlier date, and an affirmative statement by Borrower that such representations
and warranties are true and correct in all material respects on and as of such
time with the same effect as though such representations and warranties had been
made on and as of such time.

         SECTION 5.7 TITLE TO PROPERTIES; CAPITALIZED LEASES. Each of Borrower
and its Material Subsidiaries has (i) good and marketable fee simple title to
its respective real properties (other than real properties which it leases from
others), including such real properties reflected in the consolidated balance
sheet of Borrower and its Material Subsidiaries as of December 25, 1999
hereinabove described (other than real properties disposed of in the ordinary
course of business), subject to no Lien of any kind which could reasonably be
expected to have a Materially Adverse Effect and except Liens permitted by
SECTION 7.1 and (ii) good title to all of its other respective properties and
assets (other than properties and assets which it leases from others), including
the other properties and assets reflected in the consolidated balance sheet of
Borrower and its Subsidiaries at December 25, 1999 hereinabove described (other
than properties and assets disposed of in the ordinary course of business),
subject to no Lien of any kind which could reasonably be expected to have a
Materially Adverse Effect and except Liens permitted by SECTION 7.1. Each of
Borrower and its Material Subsidiaries enjoys peaceful and undisturbed
possession under all leases necessary in any material respect for the operation
of its respective properties and assets, none of which contains any unusual or
burdensome provisions which could reasonably be expected to have a Materially
Adverse Effect, and all such leases are valid and subsisting and in full force
and effect. There are no Capitalized Lease Obligations except as disclosed on
SCHEDULE 5.7 hereto.

         SECTION 5.8 ENFORCEABILITY OF AGREEMENT. This Agreement is the legal,
valid and binding agreement of Borrower enforceable against Borrower in
accordance with its terms, and the Notes, and all other Credit Documents, when
executed and delivered, will be similarly legal, valid, binding and enforceable,
except as the enforceability of the Notes and other Credit Documents may be
limited by bankruptcy, insolvency, reorganization, moratorium and other laws
affecting creditor's rights and remedies in general and by general principles of
equity, whether considered in a proceeding at law or in equity.

         SECTION 5.9 CONSENT. No consent, permission, authorization, order or
license of or filing with any governmental authority or Person which has not
been obtained or made is



                                       37
<PAGE>   44

necessary in connection with the execution, delivery, performance or enforcement
of the Credit Documents by the Credit Parties, or in order to constitute the
indebtedness to be incurred hereunder and under the Notes and the other Credit
Documents as "Senior Debt" or any similar term defined within each of the
Subordinated Debt documents.

         SECTION 5.10 USE OF PROCEEDS; FEDERAL RESERVE REGULATIONS. The proceeds
of the Notes will be used solely for the purposes specified in SECTION 2.1(C)
and none of such proceeds will be used, directly or indirectly, for the purpose
of purchasing or carrying any "margin security" or "margin stock" or for the
purpose of reducing or retiring any indebtedness that originally was incurred to
purchase or carry a "margin security" or "margin stock" or for any other purpose
that might constitute this transaction a "purpose credit" within the meaning of
the regulations of the Board of Governors of the Federal Reserve System.

         SECTION 5.11 ERISA.

                  (a) IDENTIFICATION OF CERTAIN PLANS. SCHEDULE 5.11 hereto sets
         forth all Plans of Borrower and its Subsidiaries.

                  (b) COMPLIANCE. Each Plan is being maintained, by its terms
         and in operation, in accordance with all applicable laws, except such
         noncompliance (when taken as a whole) that will not have a Materially
         Adverse Effect on the Borrower and its Subsidiaries taken as a whole,
         or upon their financial condition, assets, business, operations,
         liabilities or prospects.

                  (c) LIABILITIES. Neither the Borrower nor any Subsidiary is
         currently or will become subject to any liability (including withdrawal
         liability), tax or penalty whatsoever to any person whomsoever with
         respect to any Plan including, but not limited to, any tax, penalty or
         liability arising under Title I or Title IV of ERISA or Chapter 43 of
         the Code, except such liabilities (when taken as a whole) as will not
         have a Materially Adverse Effect on the Borrower and its Subsidiaries
         taken as a whole, or upon their financial condition, assets, business,
         operations, liabilities or prospects.

                  (d) FUNDING. The Borrower and each ERISA Affiliate have made
         full and timely payment of all amounts (i) required to be contributed
         under the terms of each Plan and applicable law and (ii) required to be
         paid as expenses of each Plan, except where such non-payment would not
         have a Material Adverse Effect. No Plan has an "amount of unfunded
         benefit liabilities" (as defined in Section 4001(a)(18) of ERISA)
         except as disclosed on SCHEDULE 5.11. No Plan is subject to a waiver or
         extension of the minimum funding requirements under ERISA or the Code,
         and no request for such waiver or extension is pending.

         SECTION 5.12 SUBSIDIARIES. All the outstanding shares of stock of each
Consolidated Subsidiary have been validly issued and are fully paid and
nonassessable and all such outstanding shares, except as noted on such SCHEDULE
5.1, are owned by Borrower or a Wholly Owned Subsidiary of Borrower free of any
Lien or claim.

         Each Subsidiary (i) is a corporation duly organized, validly existing
and in good standing under the laws of the State of its incorporation with the
power and authority (corporate and



                                       38
<PAGE>   45

other) to carry on its business as it is now conducted and (ii) is qualified to
transact business as a foreign corporation and is in good standing in each
jurisdiction in which such qualification is required under applicable law,
except for such jurisdictions in which a failure to qualify to do business would
not have a Materially Adverse Effect.

         SECTION 5.13 OUTSTANDING DEBT.

                  (a) Except for the Capitalized Lease Obligations set forth on
         SCHEDULE 5.7, the Intercompany Loans set forth on SCHEDULE 5.22, and as
         set forth on SCHEDULE 5.13(a) as of the Closing Date and after giving
         effect to the transactions contemplated by this Agreement, neither
         Borrower nor any of its Subsidiaries has outstanding any Indebtedness.

                  (b) There exists no event of default under the provisions of
         any instrument evidencing such Indebtedness or of any agreement
         relating thereto except as noted on SCHEDULE 5.13(b).

         SECTION 5.14 CONFLICTING AGREEMENTS. Neither Borrower nor any of its
Consolidated Subsidiaries is a party to any contract or agreement or subject to
any charter, bylaw or other corporate restriction which would reasonably be
expected to have a Materially Adverse Effect. Assuming the consummation of the
transactions contemplated by this Agreement, neither the execution or delivery
of this Agreement or the Credit Documents, nor fulfillment of or compliance with
the terms and provisions hereof and thereof, will conflict with, or result in a
breach of the terms, conditions or provisions of, or constitute a default under,
or result in any violation of, or result in the creation of any Lien upon any of
the properties or assets of Borrower or any of its Subsidiaries pursuant to, the
charter or By-Laws of Borrower or any of its Subsidiaries, any award of any
arbitrator or any agreement (including any agreement with stockholders),
instrument, order, judgment, decree, statute, law, rule or regulation to which
Borrower or any of its Subsidiaries is subject, and neither Borrower nor any of
its Subsidiaries is a party to, or otherwise subject to any provision contained
in, any instrument evidencing Debt of Borrower or any of its Subsidiaries, any
agreement relating thereto or any other contract or agreement (including its
charter) which limits the amount of, or otherwise imposes restrictions on the
incurring of, Debt of the type to be evidenced by the Notes or contains dividend
or redemption limitations on Common Stock of Borrower, except for this
Agreement, Borrower's Certificate of Incorporation and those matters listed on
SCHEDULE 5.14 attached hereto.

         SECTION 5.15 ENVIRONMENTAL MATTERS.

                  (a) Except as set forth on SCHEDULE 5.15(A), each of the
         Borrower and its Subsidiaries has complied in all material respects
         (except for instances of noncompliance that have been resolved prior to
         the Closing Date) with all applicable Environmental Laws, including
         without limitation, compliance with permits, licenses, standards,
         schedules and timetables issued pursuant to Environmental Laws, and is
         not in violation of, and does not presently have outstanding any
         liability under, has not been notified that it is or may be liable
         under and does not have knowledge of any liability or potential
         liability under any applicable Environmental Law, including without
         limitation, the Resource Conservation and Recovery Act of 1976, as
         amended ("RCRA"), the



                                       39
<PAGE>   46

                                           Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, as amended by the Superfund
         Amendments and Reauthorization Act of 1986 ("CERCLA"), the Federal
         Water Pollution Control Act, as amended ("FWPCA"), the Federal Clean
         Air Act, as amended ("FCAA"), and the Toxic Substance Control Act
         ("TSCA"), which violation, liability or potential liability could
         reasonably be expected to have a Materially Adverse Effect.

                  (b) Except as set forth on SCHEDULE 5.15(b), neither the
         Borrower nor any of its Subsidiaries has received a written request for
         information under CERCLA or any analogous state law, or written notice
         that any such entity has been identified as a potential responsible
         party under CERCLA, or any analogous state law, nor has any such entity
         received any written notification that any Hazardous Substance that it
         or any of its respective predecessors in interest has generated,
         stored, treated, handled, transported, or disposed of, has been
         released or is threatened to be released at any site at which any
         Person intends to conduct or is conducting a remedial investigation or
         other action pursuant to any applicable Environmental Law, or any other
         Environmental Laws.

                  (c) Except as set forth on SCHEDULE 5.15(c), each of the
         Borrower and its Subsidiaries has obtained all permits, licenses or
         other authorizations which are material for the conduct of their
         respective operations under all applicable Environmental Laws and with
         respect to which each such authorization is in full force and effect.

                  (d) Except as set forth in SCHEDULE 5.15(d), each of Borrower
         and its Subsidiaries complies in all material respects with all laws
         and regulations relating to equal employment opportunity and employee
         safety in all jurisdictions in which it is presently doing business.

         SECTION 5.16 POSSESSION OF FRANCHISES, LICENSES, ETC. Each of Borrower
and its Material Subsidiaries possesses all franchises, certificates, licenses,
permits and other authorizations from governmental political subdivisions or
regulatory authorities, free from burdensome restrictions, that are necessary in
any material respect for the ownership, maintenance and operation of its
properties and assets, and neither Borrower nor any of its Subsidiaries is in
violation of any thereof in any material respect.

         SECTION 5.17 PATENTS, ETC. Except as set forth on SCHEDULE 5.17, each
of Borrower and its Material Subsidiaries owns or has the right to use all
patents, trademarks, service marks, trade names, copyrights, licenses and other
rights, which are necessary for the operation of its business as presently
conducted. To the knowledge of any Executive Officer (i) no product, process,
method, substance, part or other material presently contemplated to be sold by
or employed by Borrower or any of its Material Subsidiaries in connection with
its business may infringe any patent, trademark, service mark, trade name,
copyright, license or other right owned by any other Person, (ii) there is no
pending or threatened claim or litigation against or affecting Borrower or any
of its Subsidiaries contesting its right to sell or use any such product,
process, method, substance, part or other material or (iii) there is no, or
there is no pending or proposed, patent, invention, device, application or
principle or any statute, law, rule, regulation, standard or code which would
prevent, inhibit or render obsolete the production or sale of any products of,
or



                                       40
<PAGE>   47

substantially reduce the projected revenues of, or otherwise Materially
Adversely Effect the Borrower or any of its Material Subsidiaries.

         SECTION 5.18 GOVERNMENTAL CONSENT. Neither the nature of Borrower or
any of its Subsidiaries nor any of their respective businesses or properties,
nor any relationship between Borrower and any other Person, nor any circumstance
in connection with the execution and delivery of the Credit Documents and the
consummation of the transactions contemplated thereby is such as to require on
behalf of Borrower or any of its Material Subsidiaries any consent, approval or
other action by or any notice to or filing with any court or administrative or
governmental body in connection with the execution and delivery of this
Agreement and the Credit Documents.

         SECTION 5.19 DISCLOSURE. Neither this Agreement nor the Credit
Documents nor any other document, certificate or written statement furnished to
Lenders by or on behalf of Borrower in connection herewith contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein not misleading. There
is no fact peculiar to Borrower which materially adversely affects or in the
future could (so far as Borrower can now reasonably foresee) materially
adversely affect the business, property or assets, financial condition of
Borrower which has not been set forth in this Agreement or in the Credit
Documents, certificates and written statements furnished to Lenders by or on
behalf of Borrower prior to the date hereof in connection with the transactions
contemplated hereby.

         SECTION 5.20 INSURANCE COVERAGE. Each property of Borrower or any of
its Subsidiaries is insured within terms reasonably acceptable to Lenders for
the benefit of Borrower or a Subsidiary of Borrower in amounts deemed adequate
by Borrower's management and no less than those amounts customary in the
industry in which Borrower and its Subsidiaries operate against risks usually
insured against by Persons operating businesses similar to those of Borrower or
its Subsidiaries in the localities where such properties are located.

         SECTION 5.21 LABOR MATTERS. Except as set forth on SCHEDULE 5.21, the
Borrower and the Borrower's Subsidiaries have experienced no strikes, labor
disputes, slow downs or work stoppages due to labor disagreements which have
had, or would reasonably be expected to have, a Materially Adverse Effect, and,
to the best knowledge of Borrower's Executive Officers, there are no such
strikes, disputes, slow downs or work stoppages threatened against Borrower or
any of Borrower's Subsidiaries. The hours worked and payment made to employees
of the Borrower and Borrower's Subsidiaries have not been in violation in any
material respect of the Fair Labor Standards Act or any other applicable law
dealing with such matters which could reasonably be expected to have a
Materially Adverse Effect. All payments due from the Borrower and Borrower's
Subsidiaries, or for which any claim may be made against the Consolidated
Companies, on account of wages and employee health and welfare insurance and
other benefits have been paid or accrued as liabilities on the books of the
Borrower and Borrower's Subsidiaries where the failure to pay or accrue such
liabilities would reasonably be expected to have a Materially Adverse Effect.

         SECTION 5.22 INTERCOMPANY LOANS; DIVIDENDS. The Intercompany Loans and
the Intercompany Loan Documents, to the extent that they exist, have been duly
authorized and



                                       41
<PAGE>   48

approved by all necessary corporate and shareholder action on the part of the
parties thereto, and constitute the legal, valid and binding obligations of the
parties thereto, enforceable against each of them in accordance with their
respective terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting creditors' rights
generally, and by general principles of equity. There are no restrictions on the
power of any Consolidated Company to repay any Intercompany Loan or to pay
dividends on capital stock. Intercompany Loans as of the Closing Date are
described in SCHEDULE 5.22.

         SECTION 5.23 SECURITIES ACTS. Neither Borrower nor any of its
Subsidiaries nor any agent engaged to act on their behalf has, directly or
indirectly, taken or will take any action which would subject the issuance of
the Notes to the provisions of Section 5 of the Securities Act of 1933, as
amended, or to the provisions of any securities or Blue Sky Law of any
applicable jurisdiction.

         SECTION 5.24 INVESTMENT COMPANY ACT; HOLDING COMPANY. Neither Borrower
nor any of its Subsidiaries is an "investment company" or a company "controlled"
by an "investment company" within the meaning of the Investment Company Act of
1940 or is a "holding company," or a subsidiary or affiliate of a "holding
company," or a "public utility," within the meaning of the Public Utility
Holding Company Act of 1935, as amended or a "public utility" within the meaning
of the Federal Power Act, as amended.

         SECTION 5.25 REGULATION T, ETC. Neither Borrower nor any of its
Subsidiaries nor any agent acting on their behalf has taken or will take any
action which might cause this Agreement or the Notes to violate Regulation T, U
or X or any other regulation of the Board of Governors of the Federal Reserve
System or to violate the Securities Exchange Act of 1934, and each case in
effect now or as the same may hereafter be in effect.

         SECTION 5.26 YEAR 2000 COMPLIANCE. The Borrower and its Subsidiaries
have conducted a comprehensive review and assessment of their computer
applications, and have made inquiry of their material suppliers, vendors and
customers, with respect to any defect in computer software, data bases,
hardware, controls and peripherals related to the occurrence of the year 2000 or
the "Year 2000 Problem" (I.E., the inability of certain computer applications to
recognize correctly and perform date-sensitive functions involving certain dates
prior to and after December 31, 1999) in connection therewith. Based on the
foregoing review, assessment and inquiry, the Borrower believes that no such
defect has had or could reasonably be expected to have a Materially Adverse
Effect.

                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

         Borrower covenants and agrees that so long as it may borrow under this
Agreement or so long as any Obligations remain outstanding that it will:

         SECTION 6.1 CORPORATE EXISTENCE, ETC. Preserve and maintain, and cause
each of its Material Subsidiaries to preserve and maintain, its corporate
existence, its material rights, franchises, and licenses, and its material
patents and copyrights (for the scheduled duration



                                       42
<PAGE>   49

thereof), trademarks, trade names, and service marks, necessary or desirable in
the normal conduct of its business, and its qualification to do business as a
foreign corporation in all jurisdictions where it conducts business or other
activities making such qualification necessary, where the failure to do so would
reasonably be expected to have a Materially Adverse Effect.

         SECTION 6.2 COMPLIANCE WITH LAWS, ETC. Comply, and cause each of its
Subsidiaries to comply with all Requirements of Law (including, without
limitation, the Environmental Laws, subject to the exception set forth in
SECTION 6.7(F) where the penalties, claims, fines, and other liabilities
resulting from noncompliance with such Environmental Laws do not involve amounts
in excess of five percent (5%) of Borrower's Consolidated Net Worth in the
aggregate) and Contractual Obligations applicable to or binding on any of them
where the failure to comply with such Requirements of Law and Contractual
Obligations would reasonably be expected to have a Materially Adverse Effect.

         SECTION 6.3 PAYMENT OF TAXES AND CLAIMS, ETC. Pay, and cause each of
its Subsidiaries to pay, (i) all taxes, assessments and governmental charges
imposed upon it or upon its property, and (ii) all claims (including, without
limitation, claims for labor, materials, supplies or services), which might, if
unpaid, become a Lien upon its property, unless, in each case, the validity or
amount thereof is being contested in good faith by appropriate proceedings and
adequate reserves are maintained with respect thereto.

         SECTION 6.4 KEEPING OF BOOKS. Keep, and cause each of its Subsidiaries
to keep, proper books of record and account, containing complete and accurate
entries of all their respective financial and business transactions.

         SECTION 6.5 VISITATION, INSPECTION, ETC. Permit, and cause each of its
Material Subsidiaries to permit, any representative of the Administrative Agent
or any Lender to visit and inspect any of its property, to examine its books and
records and to make copies and take extracts therefrom, and to discuss its
affairs, finances and accounts with its officers, all during normal business
hours and as often as the Administrative Agent or such Lender may reasonably
request after reasonable prior notice to Borrower; provided, however, that at
any time following the occurrence and during the continuance of a Default or an
Event of Default, no prior notice to Borrower shall be required and further,
provided, that in the event any documents and records are subject to any
contractual confidentiality requirements with any Person, the right to make
copies or extracts therefrom shall be subject to the prior written consent of
the Borrower, which consent will not be unreasonably withheld.

         SECTION 6.6 INSURANCE; MAINTENANCE OF PROPERTIES.

                  (a) Maintain or cause to be maintained with financially sound
         and reputable insurers, insurance with respect to its properties and
         business, and the properties and business of its Subsidiaries, against
         loss or damage of the kinds customarily insured against by reputable
         companies in the same or similar businesses, such insurance to be of
         such types and in such amounts, including such self-insurance and
         deductible provisions, as is customary for such companies under similar
         circumstances; provided, however, that in any event Borrower shall use
         its best efforts to maintain, or cause to be maintained, insurance in
         amounts and with coverages not materially less favorable to any




                                       43
<PAGE>   50

         Consolidated Company as in effect on the date of this Agreement, except
         where the costs of maintaining such insurance would, in the judgment of
         both Borrower and the Administrative Agent, be excessive.

                  (b) Cause, and cause each of the Consolidated Companies to
         cause, all properties used or useful in the conduct of its business to
         be maintained and kept in good condition, repair and working order and
         supplied with all necessary equipment and will cause to be made all
         necessary repairs, renewals, replacements, settlements and improvements
         thereof, all as in the judgment of Borrower may be necessary so that
         the business carried on in connection therewith may be properly and
         advantageously conducted at all times; provided, however, that nothing
         in this Section shall prevent Borrower or any Consolidated Company from
         discontinuing the operation or maintenance of any such properties if
         such discontinuance is, in the judgment of Borrower, desirable in the
         conduct of its business or the business of any Consolidated Company.

         SECTION 6.7 REPORTING COVENANTS. Furnish to each Lender the information
described below:

                  (a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in
         any event within 90 days after the end of each fiscal year of Borrower,
         balance sheets of the Consolidated Companies as at the end of such
         year, presented on a consolidated basis, and the related statements of
         income, shareholders' equity, and cash flows of the Consolidated
         Companies for such fiscal year, presented on a consolidated basis,
         setting forth in each case in comparative form the figures for the
         previous fiscal year, all in reasonable detail and accompanied by a
         report thereon of Deloitte & Touche or other independent public
         accountants of comparable recognized national standing, which such
         report shall be unqualified as to going concern and scope of audit and
         shall state that such financial statements present fairly in all
         material respects the financial condition as at the end of such fiscal
         year on a consolidated basis, and the results of operations and
         statements of cash flows of the Consolidated Companies for such fiscal
         year in accordance with GAAP and that the examination by such
         accountants in connection with such consolidated financial statements
         has been made in accordance with generally accepted auditing standards;

                  (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and
         in any event within 45 days after the end of each fiscal quarter of
         Borrower (other than the fourth fiscal quarter), balance sheets of the
         Consolidated Companies as at the end of such quarter presented on a
         consolidated basis and the related statements of income, shareholders'
         equity, and cash flows of the Consolidated Companies for such fiscal
         quarter and for the portion of Borrower's fiscal year ended at the end
         of such quarter, presented on a consolidated basis setting forth in
         each case in comparative form the figures for the corresponding quarter
         and the corresponding portion of Borrower's previous fiscal year, all
         in reasonable detail and certified by the chief financial officer or
         principal accounting officer of Borrower that such financial statements
         fairly present in all material respects the financial condition of the
         Consolidated Companies as at the end of such fiscal quarter on a
         consolidated basis, and the results of operations and statements




                                       44
<PAGE>   51

         of cash flows of the Consolidated Companies for such fiscal quarter and
         such portion of Borrower's fiscal year, in accordance with GAAP
         consistently applied (subject to normal year end audit adjustments and
         the absence of certain footnotes);

                  (c) NO DEFAULT/COMPLIANCE CERTIFICATE. Together with the
         financial statements required pursuant to subsections (a) and (b)
         above, a certificate of the president, chief financial officer or
         principal accounting officer of Borrower (i) to the effect that, based
         upon a review of the activities of the Consolidated Companies and such
         financial statements during the period covered thereby, there exists no
         Event of Default and no Default under this Agreement, or if there
         exists an Event of Default or a Default hereunder, specifying the
         nature thereof and the proposed response thereto, and (ii)
         demonstrating in reasonable detail compliance as at the end of such
         fiscal year or such fiscal quarter with SECTION 6.8 and SECTIONS 7.1
         through 7.3;

                  (d) NOTICE OF DEFAULT. Promptly after any Executive Officer of
         Borrower has notice or knowledge of the occurrence of an Event of
         Default or a Default, a certificate of the chief financial officer or
         principal accounting officer of Borrower specifying the nature thereof
         and the proposed response thereto;

                  (e) LITIGATION. Promptly after (i) the occurrence thereof,
         notice of the institution of or any adverse development in any action,
         suit or proceeding or any governmental investigation or any
         arbitration, before any court or arbitrator or any governmental or
         administrative body, agency or official, against any Consolidated
         Company, or any material property thereof which might have a Materially
         Adverse Effect, or (ii) actual knowledge thereof, notice of the threat
         of any such action, suit, proceeding, investigation or arbitration;

                  (f) ENVIRONMENTAL NOTICES. Promptly after receipt thereof,
         notice of any actual or alleged violation, or notice of any action,
         claim or request for information, either judicial or administrative,
         from any governmental authority relating to any actual or alleged
         claim, notice of potential responsibility under or violation of any
         Environmental Law, or any actual or alleged spill, leak, disposal or
         other release of any waste, petroleum product, or hazardous waste or
         Hazardous Substance by any Consolidated Company which violation,
         action, claim, request, spill, leak, disposal, or release could result
         in penalties, fines, claims or other liabilities to any Consolidated
         Company in amounts in excess of $5,000,000 individually or when
         aggregated with other then pending such matters;

                  (g) ERISA.

                           A. Promptly after the occurrence thereof with respect
                  to any Plan of any Consolidated Company or any ERISA Affiliate
                  thereof, or any trust established thereunder, notice of (x) a
                  "reportable event" described in Section 4043 of ERISA and the
                  regulations issued from time to time thereunder (other than a
                  "reportable event" not subject to the provisions for 30 day
                  notice to the PBGC under such regulations), or (y) any other
                  event which




                                       45
<PAGE>   52

                  could subject any Consolidated Company to any tax, penalty or
                  liability under Title I or Title IV of ERISA or Chapter 43 of
                  the Tax Code, or any tax or penalty resulting from a loss of
                  deduction under Sections 162, 404 or 419 of the Tax Code,
                  where any such taxes, penalties or liabilities exceed or could
                  exceed $5,000,000 in the aggregate;

                           B. Promptly after such notice must be provided to the
                  PBGC, or to a Plan participant, beneficiary or alternative
                  payee, any notice required under Section 101(d), 302(f)(4),
                  303, 307, 4041(b)(1)(A) or 4041(c)(1)(A) of ERISA or under
                  Section 401(a)(29) or 412 of the Tax Code with respect to any
                  Plan of any Consolidated Company or any ERISA Affiliate
                  thereof;

                           C. Promptly after receipt, any notice received by any
                  Consolidated Company or any ERISA Affiliate thereof concerning
                  the intent of the PBGC or any other governmental authority to
                  terminate a Plan of such Company or ERISA Affiliate thereof
                  which is subject to Title IV of ERISA or to impose any
                  liability on such Company or ERISA Affiliate under Title IV of
                  ERISA or Chapter 43 of the Tax Code;

                           D. Upon the request of the Administrative Agent,
                  promptly upon the filing thereof with the Internal Revenue
                  Service ("IRS") or the Department of Labor ("DOL"), a copy of
                  IRS Form 5500 or annual report for each Plan of any
                  Consolidated Company or ERISA Affiliate thereof which is
                  subject to Title IV of ERISA; and

                           E. Upon the request of the Administrative Agent, (A)
                  true and complete copies of any and all documents, government
                  reports and IRS determination or opinion letters or rulings
                  for any Plan of any Consolidated Company from the IRS, PBGC or
                  DOL, (B) any reports filed with the IRS, PBGC or DOL with
                  respect to a Plan of the Consolidated Companies or any ERISA
                  Affiliate thereof, or (C) a current statement of withdrawal
                  liability for each Multiemployer Plan of any Consolidated
                  Company or any ERISA Affiliate thereof;

                  (h) LIENS. Promptly upon any Consolidated Company becoming
         aware thereof, notice of the filing of any federal statutory Lien, tax
         or other state or local government Lien or any other Lien affecting its
         respective properties, other than those Liens expressly permitted by
         SECTION 7.1;

                  (i) PUBLIC FILINGS, ETC. Promptly upon the filing thereof or
         otherwise becoming available, copies of all financial statements,
         annual, quarterly and special reports, proxy statements and notices
         sent or made available generally by Borrower to its



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<PAGE>   53

         public security holders, of all regular and periodic reports and all
         registration statements and prospectuses, if any, filed by any of them
         with any securities exchange, and of all press releases and other
         statements made available generally to the public containing material
         developments in the business or financial condition of Borrower and the
         other Consolidated Companies;

                  (j) ACCOUNTANTS' REPORTS. Upon request by the Administrative
         Agent, promptly upon receipt thereof, copies of all financial
         statements of, and all publicly filed reports submitted by, independent
         public accountants to Borrower in connection with each annual, interim,
         or special audit of Borrower's consolidated financial statements;

                  (k) TRADEMARKS; LABOR DISPUTES, ETC. Promptly upon the
         existence or occurrence thereof, notice of the existence or occurrence
         of (i) failure of any Consolidated Company to hold in full force and
         effect those material trademarks, service marks, patents, trade names,
         copyrights, licenses and similar rights necessary in the normal conduct
         of its business, and (ii) any strike, labor dispute, slow down or work
         stoppage as described in SECTION 5.21;

                  (l) NEW SUBSIDIARIES. Within 90 days after the formation or
         acquisition of any Subsidiary, or any other event resulting in the
         creation of a new Subsidiary, notice of the formation or acquisition of
         such Subsidiary or such occurrence, including a description of the
         assets of such entity, the activities in which it will be engaged, and
         such other information as the Administrative Agent may request;

                  (m) MATERIAL SUBSIDIARIES. Promptly upon the occurrence
         thereof, notice of any Subsidiary becoming a Material Subsidiary and of
         any Material Subsidiary no longer qualifying as such;

                  (n) INTERCOMPANY ASSET TRANSFERS. Promptly upon the occurrence
         thereof, notice of the transfer of any assets from Borrower or any
         Guarantor to any other Consolidated Company that is not Borrower or a
         Guarantor (in any transaction or series of related transactions),
         excluding sales or other transfers of assets in the ordinary course of
         business, where the Asset Value of such assets is less than
         $25,000,000; and

                  (o) OTHER INFORMATION. With reasonable promptness, such other
         information about the Consolidated Companies as the Administrative
         Agent or any Lender may reasonably request from time to time.

         SECTION 6.8 FINANCIAL COVENANTS.

                  (a) FIXED CHARGE COVERAGE. Maintain as of the last day of each
         fiscal quarter, a minimum Fixed Charge Coverage Ratio, calculated for
         the immediately preceding four fiscal quarters, of at least 1.5:1.0.

                  (b) LEVERAGE RATIO. Maintain as of the last day of each fiscal
         quarter, a Leverage Ratio, of less than or equal to 0.45:1.0.



                                       47
<PAGE>   54

         SECTION 6.9 NOTICES UNDER CERTAIN OTHER INDEBTEDNESS. Immediately upon
its receipt thereof, Borrower shall furnish the Administrative Agent a copy of
any notice received by it or any other Consolidated Company from the holder(s)
of Indebtedness (or from any trustee, agent, attorney, or other party acting on
behalf of such holder(s)) in an amount which, in the aggregate, exceeds
$25,000,000, where such notice states or claims (i) the existence or occurrence
of any default or event of default with respect to such Indebtedness under the
terms of any indenture, loan or credit agreement, debenture, note, or other
document evidencing or governing such Indebtedness, or (ii) the existence or
occurrence of any event or condition which requires or permits holder(s) of any
Indebtedness to exercise rights under any change in control provision. Borrower
agrees to take such actions as may be necessary to require the holder(s) of any
Indebtedness (or any trustee or agent acting on their behalf) incurred pursuant
to documents executed or amended and restated after the Closing Date, to furnish
copies of all such notices directly to the Administrative Agent simultaneously
with the furnishing thereof to Borrower, and that such requirement may not be
altered or rescinded without the prior written consent of the Administrative
Agent.

         SECTION 6.10 ADDITIONAL GUARANTORS. Promptly after (i) the formation or
acquisition (provided that nothing in this Section shall be deemed to authorize
or prohibit the acquisition of any entity) of any Material Subsidiary not listed
on SCHEDULE 5.1, (ii) the transfer of assets to any Consolidated Company if
notice thereof is required to be given pursuant to SECTION 6.7(n) and as a
result thereof the recipient of such assets becomes a Material Subsidiary, or
(iii) the occurrence of any other event creating a new Material Subsidiary,
Borrower shall execute and deliver, and cause to be executed and delivered
Guaranty Agreements from each such Material Subsidiary, together with related
documents of the kind described in SECTION 4.1, all in form and substance
satisfactory to the Administrative Agent and the Required Lenders. As used in
this Section, Material Subsidiary shall not include a Foreign Subsidiary.

         SECTION 6.11 FINANCIAL STATEMENTS; FISCAL YEAR. Borrower shall make no
change in the dates of the fiscal year now employed for accounting and reporting
purposes without the prior written consent of the Administrative Agent and the
Required Lenders, which consent shall not be unreasonably withheld.

         SECTION 6.12 OWNERSHIP OF GUARANTORS. Borrower shall maintain at least
its percentage of ownership existing as of the date hereof of all Guarantors,
and shall not decrease its ownership percentage in each Person which becomes a
Guarantor after the date hereof, as such ownership exists at the time such
Person becomes a Guarantor, without the written consent of the Administrative
Agent and the Required Lenders, which consent will not be unreasonably withheld
or delayed.

                                  ARTICLE VII

                               NEGATIVE COVENANTS

         So long as any Commitment remains in effect hereunder or any
Obligations remain outstanding, Borrower will not and will not permit any
Consolidated Subsidiary to:



                                       48
<PAGE>   55

         SECTION 7.1 LIENS. Create, incur, assume or suffer to exist any Lien on
any of its property now owned or hereafter acquired to secure any Indebtedness
other than:

                  (a) Liens existing on the date hereof disclosed on SCHEDULE
         7.1;

                  (b) any Lien on any property securing Indebtedness incurred or
         assumed for the purpose of financing all or any part of the acquisition
         cost of such property and any refinancing thereof, provided that such
         Lien does not extend to any other property, and provided further that
         the aggregate principal amount of Indebtedness secured by all such
         Liens at any time does not exceed $150,000,000;

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

                  (d) statutory Liens of landlords, existing contractual Liens
         of landlords, future contractual Liens of landlords which would not
         reasonably be expected to have a Materially Adverse Effect and Liens of
         carriers, warehousemen, mechanics, materialmen and other Liens imposed
         by law created in the ordinary course of business for amounts not yet
         due or which are being contested in good faith by appropriate
         proceedings and with respect to which adequate reserves are being
         maintained;

                  (e) Liens incurred or deposits made in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance and other types of social security, or to secure the
         performance of tenders, statutory obligations, surety and appeal bonds,
         bids, leases, government contracts, performance and return-of-money
         bonds and other similar obligations (exclusive of obligations for the
         payment of borrowed money);

                  (f) Liens resulting from zoning, easements, and restrictions
         on the use of such real estate, or rights reserved or vested in
         governmental authority, which do not materially impair the use of such
         real estate;

                  (g) Liens arising under ERISA;

                  (h) Liens relating to an accounts receivable securitization
         program in an aggregate amount not to exceed $300,000,000; and

                  (i) any other Lien consented to by the Required Lenders, which
         consent will not be unreasonably withheld or delayed.

         SECTION 7.2 MERGERS, ACQUISITIONS, SALES, ETC. Merge or consolidate
with any other Person, other than Borrower or another Subsidiary, or sell,
lease, or otherwise dispose of its accounts, property or other assets (including
capital stock or other equity interests of Subsidiaries), or, except as
permitted by subsection (c) in SECTION 7.3, below, purchase, lease or otherwise
acquire all or any substantial portion of the property or assets (including
capital stock or other equity interests) of any Person; provided, however, that
the foregoing restrictions on asset sales shall not be applicable to (i) sales
of equipment or other personal property being



                                       49
<PAGE>   56

replaced by other equipment or other personal property purchased as a capital
expenditure item having comparable values, (ii) sale, lease or transfer of
assets of the Borrower or any Subsidiary to the Borrower or to any other
Subsidiary, (iii) sales of inventory in the ordinary course of business, (iv)
other asset sales (including the stock or other equity interests of
Subsidiaries) where, on the date of execution of a binding obligation to make
such asset sale (provided that if the asset sale is not consummated within six
(6) months of such execution, then on the date of consummation of such asset
sale rather than on the date of execution of such binding obligation), the Asset
Value of asset sales occurring after the Closing Date, taking into account the
Asset Value of the proposed asset sale, would not exceed twenty-five percent
(25%) of Borrower's assets, since the Closing Date and (v) the sale of accounts
receivable in an amount permitted by SECTION 7.3(h) through an accounts
receivable securitization program; provided further, that the foregoing
restrictions on mergers shall not apply to mergers involving Borrower and
another entity, provided Borrower is the surviving entity, and mergers between a
Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided
that, in either case, upon consummation of such mergers, Borrower is in
compliance with this SECTION 7.2; provided, however, that no transaction
pursuant to clauses (i), (ii), and (iv) of the proviso above shall be permitted
if any Default or Event of Default otherwise exists at the time of such
transaction or would otherwise exist as a result of such transaction.

         SECTION 7.3 INVESTMENTS, LOANS, ETC. Make, permit or hold any
Investments in any Person, or otherwise acquire or hold any Subsidiaries, other
than:

                  (a) Investments in Wholly Owned Subsidiaries that are
         Guarantors under this Agreement at the time of such Investment, whether
         such Wholly Owned Subsidiaries are Guarantors on the Closing Date or
         become Guarantors in accordance with SECTION 6.10 after the Closing
         Date;

                  (b) (i) Investments in Subsidiaries, other than those
         Subsidiaries that are Guarantors under this Agreement at the time of
         such Investment, and (ii) strategic business Investments consisting of
         the purchase of equity interests in other Persons, but only to the
         extent that all such Investments made pursuant to clause (i) or (ii)
         above are made with cash consideration in an amount not to exceed
         $125,000,000 in the aggregate after the date of this Agreement for all
         such Investments or using common stock of the Borrower; PROVIDED, that
         any cash consideration paid in connection with Investments made
         pursuant to clause (ii) above shall not exceed $75,000,000 in the
         aggregate after the date of this Agreement; PROVIDED, FURTHER, that
         upon any sale of any Investment made in cash pursuant to this SECTION
         7.3(b), the amount of cash available to be invested hereunder pursuant
         to clause (i) or clause (ii) above, as applicable, shall be increased
         by the lesser of (x) the net cash proceeds of such sale and (y) the
         amount of cash originally applied to such Investment by the Borrower or
         the applicable Subsidiary pursuant to this SECTION 7.3(b);

                  (c) the acquisition by the Borrower or any Wholly Owned
         Subsidiary of (i) (A) all of the outstanding capital stock or other
         equity interests of another Person (other than directors' qualifying
         shares) or (B) all or any substantial portion of the assets of another
         Person or (ii) the remaining equity interests of any Person (other than
         directors' qualifying shares), if immediately prior to such
         acquisition, the Borrower and/or one or



                                       50
<PAGE>   57

         more Wholly Owned Subsidiaries collectively own a portion (but less
         than 100%) of the equity interests of such Person, so long as (x) no
         Default or Event of Default has occurred and is continuing or would
         occur after giving effect thereto (determined, in respect of SECTION
         6.8, on a pro forma basis as of the last day of the most recent fiscal
         quarter for which financial statements are available) and (y) the
         Borrower has delivered pro forma consolidated financial statements to
         the Agent and each Lender at least three Business Days prior to making
         such Investment which evidence such compliance;

                  (d) direct obligations of the United States or any agency
         thereof, or obligations guaranteed by the United States or any agency
         thereof and maturing within three years from the date of creation
         thereof;

                  (e) commercial paper, bankers acceptances and corporate
         obligations maturing within one year from the date of creation thereof
         having a rating at the time as of which any determination is made of
         P-1 (or higher) according to Moody's or of A-1 (or higher) according to
         S&P or the equivalent thereof if by another nationally recognized
         credit rating agency;

                  (f) time deposits maturing within one year from the date of
         purchase thereof, including certificates of deposit issued by any
         Lender and any office located in the United States of any bank or trust
         company which is organized under the laws of the United States or any
         state thereof and has total assets aggregating at least $500,000,000,
         including without limitation, any such deposits in Eurodollars issued
         by a foreign branch of any such bank or trust company;

                  (g) Investments made by Plans;

                  (h) the sale of accounts receivable in an aggregate amount not
         to exceed $300,000,000 through an accounts receivable securitization
         program;

                  (i) tax-exempt securities having a rating at the time at which
         any determination is made of A-1 (or higher) according to S&P or a
         rating of VMIG-1 (or higher) according to Moody's or the equivalent
         thereof, if by another nationally recognized credit rating agency;

                  (j) advances to employees in the ordinary course of business
         not to exceed $10,000,000 in the aggregate at any one time;

                  (k) Investments by foreign Subsidiaries in other foreign
         Subsidiaries;

                  (l) options to purchase or lease property in the ordinary
         course of business;

                  (m) mutual funds consisting of investments described in
         subsections (d), (e) and (f) of this SECTION 7.3 except that such funds
         may invest in instruments rated A-2 by S&P or P-2 by Moody's or the
         equivalent with an average maturity of less than one year and/or money
         market funds; and

                  (n) the Investments existing on the date hereof and disclosed
         on SCHEDULE 7.3.



                                       51
<PAGE>   58

         SECTION 7.4 TRANSACTIONS WITH AFFILIATES.

                  (a) Except in conjunction with an accounts receivable
         securitization program as permitted in this Agreement, enter into any
         material transaction or series of related transactions which in the
         aggregate would be material, whether or not in the ordinary course of
         business, with any Affiliate of any Consolidated Company (but excluding
         any Affiliate which is also a Consolidated Company), other than on
         terms and conditions substantially as favorable to such Consolidated
         Company as would be obtained by such Consolidated Company at the time
         in a comparable arm's length transaction with a Person other than an
         Affiliate.

                  (b) Convey or transfer to any other Person (including any
         other Consolidated Company) any real property, buildings, or fixtures
         used in the manufacturing or production operations of any Consolidated
         Company, or convey or transfer to any other Consolidated Company any
         other assets (excluding conveyances or transfers in the ordinary course
         of business) if at the time of such conveyance or transfer any Default
         or Event of Default exists or would exist as a result of such
         conveyance or transfer.

         SECTION 7.5 OPTIONAL PREPAYMENTS. Directly or indirectly, prepay,
purchase, redeem, retire, defease or otherwise acquire, or make any optional
payment on account of any principal of, interest on, or premium payable in
connection with the optional prepayment, redemption or retirement of, any of its
Indebtedness, or give a notice of redemption with respect to any such
Indebtedness, or make any payment in violation of the subordination provisions
of any Subordinated Debt, except with respect to (i) the Obligations under this
Agreement and the Notes, (ii) prepayments of Indebtedness outstanding under the
Existing Credit Agreement, under the Existing Japanese Loan Agreements or
pursuant to revolving credit, overdraft and line of credit facilities set forth
in SCHEDULE 5.13(a) (as the same may be amended, modified, supplemented,
restated or replaced from time to time), (iii) Intercompany Loans set forth in
SCHEDULE 5.22, and/or outstanding pursuant to SECTION 7.3, (iv) existing
subordinated debt which is prepaid with the proceeds of newly issued
Subordinated Debt, in form and substance acceptable to the Administrative Agent
and the Required Lenders, as evidenced by their written consent, (v) trade
payables incurred in the ordinary course of business and (vi) prepayments of
Indebtedness outstanding pursuant to an accounts receivable securitization
program as permitted in this Agreement.

         SECTION 7.6 CHANGES IN BUSINESS. Enter into any business which is
substantially different from that presently conducted by the Consolidated
Companies taken as a whole.

         SECTION 7.7 ERISA. Take or fail to take any action with respect to any
Plan of any Consolidated Company or, with respect to its ERISA Affiliates, any
Plans which are subject to Title IV of ERISA or to continuation health care
requirements for group health plans under the Tax Code, including without
limitation (i) establishing any such Plan, (ii) amending any such Plan (except
where required to comply with applicable law), (iii) terminating or withdrawing
from any such Plan, or (iv) incurring an amount of unfunded benefit liabilities,
as defined in Section 4001(a)(18) of ERISA, or any withdrawal liability under
Title IV of ERISA with respect to any such Plan, without first obtaining the
written approval of the Administrative Agent and the Required Lenders, where
such actions or failures could result in a Material Adverse Effect.



                                       52
<PAGE>   59

         SECTION 7.8 ADDITIONAL NEGATIVE PLEDGES. Create or otherwise cause or
suffer to exist or become effective, directly or indirectly, any prohibition or
restriction on the creation or existence of any Lien upon any asset of any
Consolidated Company, other than pursuant to (i) the terms of any agreement,
instrument or other document pursuant to which any Indebtedness incurred in
connection with the Liens permitted by SECTION 7.1(a) is incurred by any
Consolidated Company, so long as such prohibition or restriction applies only to
the property or asset being financed by such Indebtedness, (ii) the Existing
Credit Agreement, (iii) the Existing Japanese Loan Agreements and (iv) any
requirement of applicable law or any regulatory authority having jurisdiction
over any of the Consolidated Companies.

         SECTION 7.9 LIMITATION ON PAYMENT RESTRICTIONS AFFECTING CONSOLIDATED
COMPANIES. Create or otherwise cause or suffer to exist or become effective, any
consensual encumbrance or restriction on the ability of any Consolidated Company
to (i) pay dividends or make any other distributions on such Consolidated
Company's stock, or (ii) pay any indebtedness owed to Borrower or any other
Consolidated Company, or (iii) transfer any of its property or assets to
Borrower or any other Consolidated Company, except any consensual encumbrance or
restriction existing under the Existing Credit Agreement, the Existing Japanese
Loan Agreements or the Credit Documents.

SECTION 7.10 ACTIONS UNDER CERTAIN DOCUMENTS. Without the prior written consent
of the Administrative Agent (which consent shall not be unreasonably withheld),
modify, amend, cancel or rescind the Intercompany Loans or Intercompany Loan
Documents, or any agreements or documents evidencing or governing Subordinated
Debt or senior Indebtedness; provided, that any of the following may be modified
or amended without such consent: (i) the Existing Credit Agreement and the other
documents and instruments entered into in connection therewith, (ii) the
Existing Japanese Loan Agreements and the other documents and instruments
entered into in connection therewith and (iii) Intercompany Loan Documents in
respect of a loan between Consolidated Companies.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

         Upon the occurrence and during the continuance of any of the following
specified events (each an "Event of Default"):

         SECTION 8.1 PAYMENTS. Borrower shall fail to make promptly when due
(including, without limitation, by mandatory prepayment) any principal payment
with respect to the Revolving Loans, or Borrower shall fail to make within three
(3) Business Days after the due date thereof any payment of interest, fee or
other amount payable hereunder;

         SECTION 8.2 COVENANTS WITHOUT NOTICE. Borrower shall fail to observe or
perform any covenant or agreement contained in SECTIONS 6.7(h), 6.8, 6.11, and
7.1 through 7.10;

         SECTION 8.3 OTHER COVENANTS. Borrower shall fail to observe or perform
any covenant or agreement contained in this Agreement, other than those referred
to in SECTIONS 8.1 and 8.2, and, if capable of being remedied, such failure
shall remain unremedied for 30 days after



                                       53
<PAGE>   60

the earlier of (i) Borrower's obtaining knowledge thereof, or (ii) written
notice thereof shall have been given to Borrower by Administrative Agent or any
Lender;

         SECTION 8.4 REPRESENTATIONS. any representation or warranty made or
deemed to be made by Borrower or any other Credit Party or by any of its
officers under this Agreement or any other Credit Document (including the
Schedules attached thereto), or any certificate or other document submitted to
the Administrative Agent or the Lenders by any such Person pursuant to the terms
of this Agreement or any other Credit Document, shall be incorrect in any
material respect when made or deemed to be made or submitted;

         SECTION 8.5 NON-PAYMENTS OF OTHER INDEBTEDNESS. one or more of the
Consolidated Companies shall fail to make when due (whether at stated maturity,
by acceleration, on demand or otherwise, and after giving effect to any
applicable grace period) any payment of principal of or interest on any
Indebtedness (other than the Obligations) exceeding $25,000,000 in the aggregate
for all such Persons;

         SECTION 8.6 DEFAULTS UNDER OTHER AGREEMENTS. one or more of the
Consolidated Companies shall fail to observe or perform within any applicable
grace period any covenants or agreements (other than those referenced in SECTION
8.5) contained in any agreements or instruments relating to any of its
Indebtedness exceeding $25,000,000 in the aggregate for all such Persons, or any
other event shall occur if the effect of such failure or other event is to
accelerate, or to permit the holder of such Indebtedness or any other Person to
accelerate, the maturity of such Indebtedness; or any such Indebtedness shall be
required to be prepaid (other than by a regularly scheduled required prepayment)
in whole or in part prior to its stated maturity;

         SECTION 8.7 BANKRUPTCY. Borrower or any other Consolidated Company
shall commence a voluntary case concerning itself under the Bankruptcy Code or
an involuntary case for bankruptcy is commenced against any Consolidated Company
and the petition is not controverted within 10 days, or is not dismissed within
60 days, after commencement of the case; or a custodian (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or any substantial
part of the property of any Consolidated Company; or any Consolidated Company
commences proceedings of its own bankruptcy or to be granted a suspension of
payments or any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction, whether now or hereafter in effect, relating to
any Consolidated Company or there is commenced against any Consolidated Company
any such proceeding which remains undismissed for a period of 60 days; or any
Consolidated Company is adjudicated insolvent or bankrupt; or any order of
relief or other order approving any such case or proceeding is entered; or any
Consolidated Company suffers any appointment of any custodian or the like for it
or any substantial part of its property to continue undischarged or unstayed for
a period of 60 days; or any Consolidated Company makes a general assignment for
the benefit of creditors; or any Consolidated Company shall fail to pay, or
shall state that it is unable to pay, or shall be unable to pay, its debts
generally as they become due; or any Consolidated Company shall call a meeting
of its creditors with a view to arranging a composition or adjustment of its
debts; or any Consolidated Company shall by any act or failure to act indicate
its consent to, approval of or acquiescence in any of the foregoing; or



                                       54
<PAGE>   61

any corporate action is taken by any Consolidated Company for the purpose of
effecting any of the foregoing;

         SECTION 8.8 ERISA. a Plan of a Consolidated Company or a Plan subject
to Title IV of ERISA of any of its ERISA Affiliates:

                  (a) shall fail to be funded in accordance with the minimum
         funding standard required by applicable law, the terms of such Plan,
         Section 412 of the Tax Code or Section 302 of ERISA for any plan year
         or a waiver of such standard is sought or granted with respect to such
         Plan under applicable law, the terms of such Plan or Section 412 of the
         Tax Code or Section 303 of ERISA; or

                  (b) is being, or has been, terminated or the subject of
         termination proceedings under applicable law or the terms of such Plan;
         or

                  (c) shall require a Consolidated Company to provide security
         under applicable law, the terms of such Plan, Section 401 or 412 of the
         Tax Code or Section 306 or 307 of ERISA; or

                  (d) results in a liability to a Consolidated Company under
         applicable law, the terms of such Plan, or Title IV of ERISA;

and there shall result from any such failure, waiver, termination or other event
a liability to the PBGC or a Plan that would have a Materially Adverse Effect;

         SECTION 8.9 MONEY JUDGMENT. a judgment or order for the payment of
money in excess of $25,000,000.00 or otherwise having a Materially Adverse
Effect shall be rendered against Borrower or any other Consolidated Company and
such judgment or order shall continue unsatisfied (in the case of a money
judgment) and in effect for a period of 30 days during which execution shall not
be effectively stayed or deferred (whether by action of a court, by agreement or
otherwise);

         SECTION 8.10 OWNERSHIP OF CREDIT PARTIES. Borrower shall at any time
fail to own and control at least a majority of the voting stock or other equity
interests of any Guarantor, either directly or indirectly through a Wholly Owned
Subsidiary of Borrower;

         SECTION 8.11 CHANGE IN CONTROL OF BORROWER.

                  (a) any "person" or "group" (within the meaning of Sections
         13(d) and 14(d)(2) of the Exchange Act) shall become the "beneficial
         owner(s)" (as defined in said Rule 13d-3) of more than forty percent
         (40%) of the shares of the outstanding common stock of Borrower
         entitled to vote for members of Borrower's board of directors; or

                  (b) any event or condition shall occur or exist which,
         pursuant to the terms of any change in control provision, requires or
         permits the holder(s) of Indebtedness of any Consolidated Company to
         require that such Indebtedness be redeemed, repurchased, defeased,
         prepaid or repaid, in whole or in part, or the maturity of such
         Indebtedness to



                                       55
<PAGE>   62

         be accelerated in any respect, except for the puts arising at the end
         of years 5 and 10 on the Convertible Subordinated Debt;

         SECTION 8.12 DEFAULT UNDER OTHER CREDIT DOCUMENTS. there shall exist or
occur any "Event of Default" as provided under the terms of any other Credit
Document, or any Credit Document ceases to be in full force and effect or the
validity or enforceability thereof is disaffirmed by or on behalf of Borrower or
any other Credit Party, or at any time it is or becomes unlawful for Borrower or
any other Credit Party to perform or comply with its obligations under any
Credit Document, or the obligations of Borrower or any other Credit Party under
any Credit Document are not or cease to be legal, valid and binding on Borrower
or any such Credit Party; or

         SECTION 8.13 ATTACHMENTS. an attachment or similar action shall be made
on or taken against any of the assets of any Consolidated Company with an Asset
Value exceeding $750,000 in aggregate and is not removed, suspended or enjoined
within 30 days of the same being made or any suspension or injunction being
lifted;

then, and in any such event, and at any time thereafter if any Event of Default
shall then be continuing, the Administrative Agent may, and upon the written or
telex request of the Required Lenders, shall, by written notice to Borrower,
take any or all of the following actions, without prejudice to the rights of the
Administrative Agent, any Lender or the holder of any Note to enforce its claims
against Borrower or any other Credit Party: (i) declare all Commitments
terminated, whereupon the pro rata Commitments of each Lender shall terminate
immediately and any Facility Fee and Utilization Fee shall forthwith become due
and payable without any other notice of any kind; and (ii) declare the principal
of and any accrued interest on the Loans, and all other Obligations owing
hereunder, to be due, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by Borrower; provided, that, if an Event of Default specified
in SECTION 8.7 shall occur, the result which would occur upon the giving of
written notice by the Administrative Agent to any Credit Party, as specified in
clauses (i) and (ii) above, shall occur automatically without the giving of any
such notice.

                                   ARTICLE IX

                                   THE AGENTS

         SECTION 9.1 APPOINTMENT OF AGENTS. Each Lender hereby designates
SunTrust as Administrative Agent, Bank of America as Syndication Agent, Bank One
as Documentation Agent and Citibank as Managing Agent (collectively, the
"Agents") to administer all matters concerning the Loans and to act as herein
specified. Each Lender hereby irrevocably authorizes, and each holder of any
Note by the acceptance of a Note shall be deemed irrevocably to authorize, the
Agents to take such actions on its behalf under the provisions of this
Agreement, the other Credit Documents, and all other instruments and agreements
referred to herein or therein, and to exercise such powers and to perform such
duties hereunder and thereunder as are specifically delegated to or required of
the Agents by the terms hereof and thereof and such other powers as are
reasonably incidental thereto. The Agents may perform any of their duties



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hereunder by or through their agents or employees. The provisions of this
SECTION 9.1 are solely for the benefit of the Agents, and Borrower and the other
Consolidated Companies shall not have any rights as third party beneficiaries of
any of the provisions hereof. In performing their functions and duties under
this Agreement, the Agents shall act solely as agents of the Lenders and do not
assume and shall not be deemed to have assumed any obligations towards or
relationship of agency or trust with or for the Borrower and the other
Consolidated Companies.

         SECTION 9.2 NATURE OF DUTIES OF AGENTS. The Agents shall have no duties
or responsibilities except those expressly set forth in this Agreement and the
other Credit Documents. None of the Agents nor any of their respective officers,
directors, employees or agents shall be liable for any action taken or omitted
by it as such hereunder or in connection herewith, unless caused by its gross
negligence or willful misconduct. The duties of the Agents shall be ministerial
and administrative in nature; the Agents shall not have by reason of this
Agreement a fiduciary relationship in respect of any Lender; and nothing in this
Agreement, express or implied, is intended to or shall be so construed as to
impose upon the Agents any obligations in respect of this Agreement or the other
Credit Documents except as expressly set forth herein.

         SECTION 9.3 LACK OF RELIANCE ON THE AGENTS.

                  (a) Independently and without reliance upon the Agents, each
         Lender, to the extent it deems appropriate, has made and shall continue
         to make (i) its own independent investigation of the financial
         condition and affairs of the Credit Parties in connection with the
         taking or not taking of any action in connection herewith, and (ii) its
         own appraisal of the creditworthiness of the Credit Parties, and,
         except as expressly provided in this Agreement, the Agents shall have
         no duty or responsibility, either initially or on a continuing basis,
         to provide any Lender with any credit or other information with respect
         thereto, whether coming into its possession before the making of the
         Extensions of Credit or at any time or times thereafter.

                  (b) The Agents shall not be responsible to any Lender for any
         recitals, statements, information, representations or warranties herein
         or in any document, certificate or other writing delivered in
         connection herewith or for the execution, effectiveness, genuineness,
         validity, enforceability, collectibility, priority or sufficiency of
         this Agreement, the Notes, the Guaranty Agreements, or any other
         documents contemplated hereby or thereby, or the financial condition of
         the Credit Parties, or be required to make any inquiry concerning
         either the performance or observance of any of the terms, provisions or
         conditions of this Agreement, the Notes, the Guaranty Agreements, or
         the other documents contemplated hereby or thereby, or the financial
         condition of the Credit Parties, or the existence or possible existence
         of any Default or Event of Default; provided, however, to the extent
         that the Agents have been advised that a Lender has not received any
         information formally delivered to any of the Agents pursuant to SECTION
         6.7, such Agent shall deliver or cause to be delivered such information
         to such Lender.

         SECTION 9.4 CERTAIN RIGHTS OF THE AGENTS. If any of the Agents shall
request instructions from the Required Lenders with respect to any action or
actions (including the



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failure to act) in connection with this Agreement, such Agent shall be entitled
to refrain from such act or taking such act, unless and until such Agent shall
have received instructions from the Required Lenders; and the Agents shall not
incur liability to any Person by reason of so refraining. Without limiting the
foregoing, no Lender shall have any right of action whatsoever against the
Agents as a result of the Agents acting or refraining from acting hereunder in
accordance with the instructions of the Required Lenders.

         SECTION 9.5 RELIANCE BY AGENTS. The Agents shall be entitled to rely,
and shall be fully protected in relying, upon any note, writing, resolution,
notice, statement, certificate, telex, teletype or telecopier message, cable
gram, radiogram, order or other documentary, teletransmission or telephone
message believed by them to be genuine and correct and to have been signed, sent
or made by the proper Person. The Agents may consult with legal counsel
(including counsel for any Credit Party), independent public accountants and
other experts selected by them and shall not be liable for any action taken or
omitted to be taken by them in good faith in accordance with the advice of such
counsel, accountants or experts.

         SECTION 9.6 INDEMNIFICATION OF AGENTS. To the extent the Agents are not
reimbursed and indemnified by the Credit Parties, each Lender will reimburse and
indemnify each Agent, ratably according to the respective amounts of the Loans
outstanding (or if no amounts are outstanding, ratably in accordance with the
Total Commitments), in either case, for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including reasonable counsel fees and disbursements) or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by or
asserted against such Agent in performing its duties hereunder, in any way
relating to or arising out of this Agreement or the other Credit Documents;
provided that no Lender shall be liable to any Agent for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct.

         SECTION 9.7 THE AGENTS IN THEIR INDIVIDUAL CAPACITY. With respect to
their obligations to extend credit under this Agreement, the Loans made by them
and the Notes issued to them, the Agents shall have the same rights and powers
hereunder as any other Lender or holder of a Note and may exercise the same as
though they were not performing the duties specified herein; and the terms
"Lenders", "Required Lenders", "holders of Notes", or any similar terms shall,
unless the context clearly otherwise indicates, include the Agents in their
individual capacity. The Agents may accept deposits from, lend money to, and
generally engage in any kind of banking, trust, financial advisory or other
business with the Consolidated Companies or any affiliate of the Consolidated
Companies as if they were not performing the duties specified herein, and may
accept fees and other consideration from the Consolidated Companies for services
in connection with this Agreement and otherwise without having to account for
the same to the Lenders.

         SECTION 9.8 HOLDERS OF NOTES. The Agents may deem and treat the payee
of any Note as the owner thereof for all purposes hereof unless and until a
written notice of the assignment or transfer thereof shall have been filed with
the Administrative Agent. Any request, authority or consent of any Person who,
at the time of making such request or giving such authority or consent, is the
holder of any Note shall be conclusive and binding on any subsequent holder,
transferee or assignee of such Note or of any Note or Notes issued in exchange
therefor.



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         SECTION 9.9 SUCCESSOR AGENTS.

                  (a) Any Agent may resign at any time by giving written notice
         thereof to the Lenders and Borrower and may be removed at any time with
         or without cause by the Required Lenders; provided, however, none of
         the Agents may resign or be removed until a successor Agent has been
         appointed and shall have accepted such appointment. Upon any such
         resignation or removal, the Required Lenders shall have the right to
         appoint a successor Administrative Agent, Syndication Agent,
         Documentation Agent or Managing Agent, as the case may be, subject to
         Borrower's prior written approval, which approval will not be
         unreasonably withheld. If no such successor Agent shall have been so
         appointed by the Required Lenders, and shall have accepted such
         appointment, within 30 days after the retiring Agent's giving of notice
         of resignation or the Required Lenders' removal of the retiring Agent,
         then the retiring Agent may, on behalf of the Lenders, appoint a
         successor Administrative Agent, Syndication Agent, Documentation Agent
         or Managing Agent, as the case may be, subject to Borrower's prior
         written approval, which approval will not be unreasonably withheld,
         which successor Administrative Agent, Syndication Agent, Documentation
         Agent or Managing Agent, as the case may be, shall be a bank which
         maintains an office in the United States, or a commercial bank
         organized under the laws of the United States of America or any State
         thereof, or any Affiliate of such bank, having a combined capital and
         surplus of at least $100,000,000. If at any time SunTrust is removed as
         or ceases to be a Lender, SunTrust shall simultaneously resign as
         Administrative Agent.

                  (b) Upon the acceptance of any appointment as the
         Administrative Agent, the Syndication Agent, the Documentation Agent or
         the Managing Agent, as the case may be, hereunder by a successor Agent,
         such successor Administrative Agent, Syndication Agent, Documentation
         Agent or Managing Agent, as the case may be, shall thereupon succeed to
         and become vested with all the rights, powers, privileges and duties of
         the retiring Administrative Agent, Syndication Agent, Documentation
         Agent or Managing Agent, as the case may be, and the retiring Agent
         shall be discharged from its duties and obligations under this
         Agreement. After any retiring Agent's resignation or removal hereunder
         as Administrative Agent, Syndication Agent, Documentation Agent or
         Managing Agent, as the case may be, the provisions of this ARTICLE IX
         shall inure to its benefit as to any actions taken or omitted to be
         taken by it while it was the Administrative Agent, Syndication Agent,
         Documentation Agent or Managing Agent, as the case may be, under this
         Agreement.

                                   ARTICLE X

                                  MISCELLANEOUS

         SECTION 10.1 NOTICES. All notices, requests and other communications to
any party hereunder shall be in writing (including bank wire, telex, telecopy or
similar teletransmission or writing) and shall be given to such party at its
address or applicable teletransmission number set forth on the signature pages
hereof, or such other address or applicable teletransmission number as such
party may hereafter specify by notice to the Administrative Agent and Borrower.
Each



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such notice, request or other communication shall be effective (i) if given by
telex, when such telex is transmitted to the telex number specified pursuant to
this Section and the appropriate answerback is received, (ii) if given by mail,
72 hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid, (iii) if given by telecopy, when such
telecopy is transmitted to the telecopy number specified in this Section and the
appropriate confirmation is received, or (iv) if given by any other means
(including, without limitation, by air courier), when delivered or received at
the address specified in this Section; provided that notices to the
Administrative Agent shall not be effective until received.

         SECTION 10.2 AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement or the other Credit Documents, nor consent to any departure by
any Credit Party therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Required Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided that no amendment, waiver or consent shall,
unless in writing and signed by all the Lenders, do any of the following: (i)
waive any of the conditions specified in SECTION 4.1 or SECTION 4.2, (ii)
increase the Commitments or other contractual obligations to Borrower under this
Agreement, (iii) reduce the principal of, or interest on, the Notes or any fees
hereunder, (iv) postpone any date fixed for the payment in respect of principal
of, or interest on, the Notes or any fees hereunder (except upon an extension
pursuant to SECTION 3.20), (v) change the percentage of the Commitments or of
the aggregate unpaid principal amount of the Notes, or the number or identity of
Lenders which shall be required for the Lenders or any of them to take any
action hereunder, (vi) release any Guarantor from its obligations under any
Guaranty Agreements, (vii) modify the definition of "Required Lenders," or
(viii) modify this SECTION 10.2. Notwithstanding the foregoing, no amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Lenders required hereinabove to take such action,
affect the rights or duties of the Administrative Agent under this Agreement or
under any other Credit Document.

         SECTION 10.3 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the
part of any Agent, any Lender or any holder of a Note in exercising any right or
remedy hereunder or under any other Credit Document, and no course of dealing
between any Credit Party and any Agent, any Lender or the holder of any Note
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right or remedy hereunder or under any other Credit Document preclude any
other or further exercise thereof or the exercise of any other right or remedy
hereunder or thereunder. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which any Agent, any
Lender or the holder of any Note would otherwise have. No notice to or demand on
any Credit Party not required hereunder or under any other Credit Document in
any case shall entitle any Credit Party to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the
Agents, the Lenders or the holder of any Note to any other or further action in
any circumstances without notice or demand.

         SECTION 10.4 PAYMENT OF EXPENSES, ETC. Borrower shall:

                  (a) whether or not the transactions hereby contemplated are
         consummated, pay all reasonable, out-of-pocket costs and expenses of
         the Co-Lead Arrangers, the Administrative Agent, the Documentation
         Agent, the Syndication Agent and the



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         Managing Agent in the negotiation, syndication, documentation and
         administration (both before and after the execution hereof and
         including reasonable expenses actually incurred relating to advice of
         counsel as to the rights and duties of the Administrative Agent, the
         Documentation Agent, the Syndication Agent and the Managing Agent and
         the Lenders with respect thereto) of, and in connection with the
         preparation, execution and delivery of, preservation of rights under,
         enforcement of, and, after a Default or Event of Default, refinancing,
         renegotiation or restructuring of, this Agreement and the other Credit
         Documents and the documents and instruments referred to therein, and
         any amendment, waiver or consent relating thereto (including, without
         limitation, the reasonable fees actually incurred and disbursements of
         counsel for the Co-Lead Arrangers, the Administrative Agent, the
         Documentation Agent, the Syndication Agent and the Managing Agent),
         subject, to the extent applicable, to the terms of the fee letter
         delivered in connection with the Commitment Letter, and in the case of
         enforcement of this Agreement or any Credit Document after an Event of
         Default, all such reasonable, out-of-pocket costs and expenses
         (including, without limitation, the reasonable fees actually incurred
         and disbursements of counsel, including without limitation in-house
         attorneys' fees), for any of the Lenders;

                  (b) subject, in the case of certain Taxes, to the applicable
         provisions of SECTION 3.7(b), pay and hold each of the Lenders harmless
         from and against any and all present and future stamp, documentary, and
         other similar Taxes with respect to this Agreement, the Notes and any
         other Credit Documents, any collateral described therein, or any
         payments due thereunder, and save each Lender harmless from and against
         any and all liabilities with respect to or resulting from any delay or
         omission to pay such Taxes;

                  (c) indemnify each Agent and each Lender, and their respective
         officers, directors, employees, representatives and agents from, and
         hold each of them harmless against, any and all costs, losses,
         liabilities, claims, damages or expenses incurred by any of them
         (whether or not any of them is designated a party thereto) (an
         "Indemnitee") arising out of or by reason of any investigation,
         litigation or other proceeding related to any actual or proposed use of
         the proceeds of any of the Extensions of Credit or any Credit Party's
         entering into and performing of the Agreement, the Notes, or the other
         Credit Documents, including, without limitation, the reasonable fees
         actually incurred and disbursements of counsel (including foreign
         counsel) incurred in connection with any such investigation, litigation
         or other proceeding; provided, however, Borrower shall not be obligated
         to indemnify any Indemnitee for any of the foregoing arising out of
         such Indemnitee's gross negligence or willful misconduct; and

                  (d) without limiting the indemnities set forth in subsection
         (c) above, indemnify each Indemnitee for any and all expenses and costs
         (including without limitation, remedial, removal, response, abatement,
         cleanup, investigative, closure and monitoring costs), losses, claims
         (including claims for contribution or indemnity and including the cost
         of investigating or defending any claim and whether or not such claim
         is ultimately defeated, and whether such claim arose before, during or
         after any Credit Party's ownership, operation, possession or control of
         its business, property or facilities or before, on or after the date
         hereof, and including also any amounts paid incidental to



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         any compromise or settlement by the Indemnitee or Indemnitees to the
         holders of any such claim), lawsuits, liabilities, obligations,
         actions, judgments, suits, disbursements, encumbrances, liens, damages
         (including without limitation damages for contamination or destruction
         of natural resources), penalties and fines of any kind or nature
         whatsoever (including without limitation in all cases the reasonable
         fees actually incurred, other charges and disbursements of counsel in
         connection therewith) incurred, suffered or sustained by that
         Indemnitee based upon, arising under or relating to Environmental Laws
         based on, arising out of or relating to in whole or in part, the
         existence or exercise of any rights or remedies by any Indemnitee under
         this Agreement, any other Credit Document or any related documents (but
         excluding those incurred, suffered or sustained by any Indemnitee as a
         result of any action taken by or on behalf of the Lenders with respect
         to any Subsidiary of Borrower (or the assets thereof) owned or
         controlled by the Lenders); provided, however, Borrower shall not be
         obligated to indemnify any Indemnitee for any of the foregoing arising
         out of such Indemnitee's gross negligence or willful misconduct.

If and to the extent that the obligations of Borrower under this SECTION 10.4
are unenforceable for any reason, Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of such obligations which is
permissible under applicable law.

         SECTION 10.5 RIGHT OF SETOFF. In addition to and not in limitation of
all rights of offset that any Lender or other holder of a Note may have under
applicable law, each Lender or other holder of a Note shall, upon the occurrence
of any Event of Default and whether or not such Lender or such holder has made
any demand or any Credit Party's Obligations are matured, have the right to
appropriate and apply to the payment of any Credit Party's Obligations hereunder
and under the other Credit Documents, all deposits of any Credit Party (general
or special, time or demand, provisional or final) then or thereafter held by and
other indebtedness or property then or thereafter owing by such Lender or other
holder to any Credit Party, whether or not related to this Agreement or any
transaction hereunder. Each Lender shall promptly notify Borrower and the
Administrative Agent of any offset hereunder.

         SECTION 10.6 BENEFIT OF AGREEMENT.

                  (a) This Agreement shall be binding upon and inure to the
         benefit of and be enforceable by the respective successors and assigns
         of the parties hereto, provided that Borrower may not assign or
         transfer any of its interest hereunder without the prior written
         consent of all the Lenders.

                  (b) Any Lender may make, carry or transfer Loans at, to or for
         the account of, any of its branch offices or the office of an Affiliate
         of such Lender.

                  (c) Each Lender may assign all or a portion of its interests,
         rights and obligations under this Agreement (including all or a portion
         of any of its Commitments and the Loans at the time owing to it and the
         Notes held by it) to any Eligible Assignee or any other Person;
         provided, however, that (i) the Administrative Agent and, unless an
         Event of Default has occurred and is continuing, Borrower must give
         their prior written consent to such assignment (which consent shall not
         be unreasonably withheld or delayed



                                       62
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         in conjunction with any such assignment to an Eligible Assignee, but
         which consent may be withheld in the sole discretion of either the
         Administrative Agent or the Borrower in conjunction with any such
         assignment to any Person which is not an Eligible Assignee), (ii) the
         amount of the Commitments, in the case of the Revolving Loan
         Commitments, or Loans, in the case of assignment of Loans, of the
         assigning Lender subject to each 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, and (iii) the parties to each such assignment shall execute
         and deliver to the Administrative Agent an Assignment and Acceptance,
         together with a Note or Notes subject to such assignment and a
         processing and recordation fee of $3,500 payable by the Assignee;
         PROVIDED, FURTHER, that no consent of the Administrative Agent or the
         Borrower shall be required in connection with an assignment by a Lender
         to any Affiliate thereof. Borrower shall not be responsible for such
         processing and recordation fee or any costs or expenses incurred by any
         Lender or the Administrative Agent in connection with such assignment.
         From and after the effective date specified in each Assignment and
         Acceptance, which effective date shall be at least five (5) Business
         Days after the execution thereof, the 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. Notwithstanding the foregoing, the assigning
         Lender must retain after the consummation of such Assignment and
         Acceptance a minimum aggregate amount of Commitments or Loans, as the
         case may be, of $10,000,000 or such lesser amount (which amount may be
         zero) as the Administrative Agent, the Borrower and such assigning
         Lender may agree upon in writing; provided, however, no such minimum
         amount shall be required with respect to any such assignment made at
         any time there exists an Event of Default hereunder. Within five (5)
         Business Days after receipt of the notice and the Assignment and
         Acceptance, Borrower, at its own expense, shall execute and deliver to
         the Administrative Agent, in exchange for the surrendered Note or
         Notes, a new Note or Notes to the order of such assignee in a principal
         amount equal to the applicable Commitments or Loans assumed by it
         pursuant to such Assignment and Acceptance and new Note or Notes to the
         assigning Lender in the amount of its retained Commitment or
         Commitments or amount of its retained Loans. Such new Note or Notes
         shall be in an aggregate principal amount equal to the aggregate
         principal amount of such surrendered Note or Notes, shall be dated the
         date of the surrendered Note or Notes which they replace, and shall
         otherwise be in substantially the form attached hereto.

                   (d) Each Lender may, without the consent of Borrower and the
         Administrative Agent, sell participations to one or more banks or other
         entities in all or a portion of its rights and obligations under this
         Agreement (including all or a portion of its Commitments in the Loans
         owing to it and the Notes held by it), provided, however, 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, (iii) the participating bank
         or other entity be entitled to the benefits of SECTIONS 3.7(b), 3.10,
         3.12 and 3.16 to the same extent as if it were a Lender and had
         acquired its interest by assignment pursuant to this SECTION 10.6;
         provided, that in no event shall the Borrower be obligated to make any
         payment with respect to such Sections which is greater than the amount
         that the Borrower would have paid to the Lender had no such
         participation been sold, and (iv) Borrower and the Agents and other
         Lenders shall



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                  continue to deal solely and directly with such Lender in
         connection with such Lender's rights and obligations under this
         Agreement and the other Credit Documents, and such Lender shall retain
         the sole right to enforce the obligations of Borrower relating to the
         Loans and to approve any amendment, modification or waiver of any
         provisions of this Agreement other than any amendment, modification or
         waiver which shall (A) reduce the principal amount of any Advance or
         reduce the rate of interest thereon, or reduce any fees payable
         hereunder, or (B) postpone the scheduled date of payment of the
         principal amount of any Advance, or any interest thereon, or any fees
         payable hereunder, or reduce the amount of, waive or excuse any such
         payment, or postpone the scheduled date of expiration of any
         Commitment, and (v) to the extent permitted by law, in the event that
         any amounts outstanding under this Agreement are due and unpaid, or
         shall have been declared or shall have become due and payable upon the
         occurrence of an Event of Default, each participant shall be deemed to
         have the right of set-off in respect of its participating interest in
         accordance with SECTION 10.5. Any Lender selling a participation
         hereunder shall provide prompt written notice to Borrower of the name
         of such participant.

                  (e) Any Lender or participant may, in connection with the
         assignment or participation or proposed assignment or participation,
         pursuant to this Section, disclose to the assignee or participant or
         proposed assignee or participant any information relating to Borrower
         or the other Consolidated Companies furnished to such Lender by or on
         behalf of Borrower or any other Consolidated Company. With respect to
         any disclosure of confidential, non-public, proprietary information,
         such proposed assignee or participant shall agree to use the
         information only for the purpose of making any necessary credit
         judgments with respect to this credit facility and not to use the
         information in any manner prohibited by any law, including without
         limitation, the securities laws of the United States. The proposed
         participant or assignee shall agree in writing, a copy of which shall
         be furnished to Borrower, not to disclose any of such information
         except (i) to directors, employees, auditors or counsel to whom it is
         necessary to show such information, each of whom shall be informed of
         the confidential nature of the information, (ii) in any statement or
         testimony pursuant to a subpoena or order by any court, governmental
         body or other agency asserting jurisdiction over such entity, or as
         otherwise required by law (provided prior notice is given to Borrower
         and the Administrative Agent unless otherwise prohibited by the
         subpoena, order or law), and (iii) upon the request or demand of any
         regulatory agency or authority with proper jurisdiction. The proposed
         participant or assignee shall further agree to return all documents or
         other written material and copies thereof received from any Lender, any
         Agent or Borrower relating to such confidential information unless
         otherwise properly disposed of by such entity.

                  (f) Any Lender may at any time assign all or any portion of
         its rights in this Agreement and the Notes issued to it to a Federal
         Reserve Bank; provided that no such assignment shall release such
         Lender from any of its obligations hereunder.

                  (g) If any Lender shall decline to consent to a modification
         or waiver of the terms of this Agreement or the other Credit Documents
         requested by Borrower, then and in such event, upon request from
         Borrower delivered to such Lender and the Administrative Agent, such
         Lender shall assign, in accordance with the provisions of



                                       64
<PAGE>   71

         SECTION 10.6(c), all of its rights and obligations under this Agreement
         and the other Credit Documents to another Lender or an Eligible
         Assignee selected by Borrower, in consideration for the payment by such
         assignee to the Lender of the principal of, and interest on, the
         outstanding Loans accrued to the date of such assignment, and the
         assumption of such Lender's Total Commitment hereunder, together with
         any and all other amounts owing to such Lender under any provisions of
         this Agreement or the other Credit Documents accrued to the date of
         such assignment.

         SECTION 10.7 GOVERNING LAW; SUBMISSION TO JURISDICTION.

                  (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
         PARTIES HEREUNDER AND UNDER THE NOTES AND OTHER CREDIT DOCUMENTS SHALL
         BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE INTERNAL LAWS
         (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF
         THE STATE OF ILLINOIS.

                  (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
         AGREEMENT, THE NOTES OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE
         CIRCUIT COURT OF COOK COUNTY, ILLINOIS OR THE CIRCUIT COURT OF ORANGE
         COUNTY, FLORIDA, OR ANY OTHER COURT OF THE STATE OF ILLINOIS OR THE
         STATE OF FLORIDA OR OF THE UNITED STATES OF AMERICA FOR THE NORTHERN
         DISTRICT OF ILLINOIS OR THE MIDDLE DISTRICT OF FLORIDA, AND, BY
         EXECUTION AND DELIVERY OF THIS AGREEMENT, BORROWER HEREBY ACCEPTS FOR
         ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
         THE JURISDICTION OF THE AFORESAID COURTS. THE PARTIES HERETO HEREBY
         IRREVOCABLY WAIVE TRIAL BY JURY, AND BORROWER HEREBY IRREVOCABLY WAIVES
         ANY OBJECTION, INCLUDING, WITHOUT LITIGATION, 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 SUCH ACTION OR
         PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

                  (c) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE
         ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, THE DOCUMENTATION AGENT,
         THE MANAGING AGENT, ANY LENDER, ANY HOLDER OF A NOTE OR ANY CREDIT
         PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
         COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST BORROWER IN ANY
         OTHER JURISDICTION.

         SECTION 10.8 INDEPENDENT NATURE OF LENDERS' RIGHTS. The amounts payable
at any time hereunder to each Lender shall be a separate and independent debt,
and each Lender shall be entitled to protect and enforce its rights pursuant to
this Agreement and its Notes, and it



                                       65
<PAGE>   72

shall not be necessary for any other Lender to be joined as an additional party
in any proceeding for such purpose.

         SECTION 10.9 COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.

         SECTION 10.10 EFFECTIVENESS; SURVIVAL.

                  (a) This Agreement shall become effective on the date (the
         "Effective Date") on which all of the parties hereto shall have signed
         a counterpart hereof (whether the same or different counterparts) and
         shall have delivered the same to the Administrative Agent pursuant to
         SECTION 4.1 or, in the case of the Lenders, shall have given to the
         Administrative Agent written or telex notice (actually received) that
         the same has been signed and mailed to them.

                  (b) The obligations of Borrower under SECTIONS 3.7(b), 3.9,
         3.10, 3.12, 3.16, and 10.4 hereof shall survive for one hundred twenty
         (120) days after the payment in full of the Notes after the Final
         Maturity Date. All representations and warranties made herein, in the
         certificates, reports, notices, and other documents delivered pursuant
         to this Agreement shall survive the execution and delivery of this
         Agreement, the other Credit Documents, and such other agreements and
         documents, the making of the Loans hereunder, and the execution and
         delivery of the Notes.

         SECTION 10.11 SEVERABILITY. In case any provision in or obligation
under this Agreement or the other Credit Documents shall be invalid, illegal or
unenforceable, in whole or in part, in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

         SECTION 10.12 INDEPENDENCE OF COVENANTS. All covenants hereunder shall
be given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or be otherwise within the limitation of, another covenant, shall
not avoid the occurrence of a Default or an Event of Default if such action is
taken or condition exists.

         SECTION 10.13 CHANGE IN ACCOUNTING PRINCIPLES, FISCAL YEAR OR TAX LAWS.
If (i) any preparation of the financial statements referred to in SECTION 6.7
hereafter occasioned by the promulgation of rules, regulations, pronouncements
and opinions by or required by the Financial Accounting Standards Board or the
American Institute of Certified Public Accounts (or successors thereto or
agencies with similar functions) (other than changes mandated by FASB 106)
result in a material change in the method of calculation of financial covenants,
standards or terms found in this Agreement, (ii) there is any change in
Borrower's fiscal quarter or fiscal year as provided herein, or (iii) there is a
material change in federal tax laws which materially affects any of the
Consolidated Companies' ability to comply with the financial covenants,
standards or terms found in this Agreement, Borrower and the Lenders agree to
enter into negotiations in



                                       66
<PAGE>   73

order to amend such provisions so as to equitably reflect such changes with the
desired result that the criteria for evaluating any of the Consolidated
Companies' financial condition shall be the same after such changes as if such
changes had not been made. Unless and until such provisions have been so
amended, the provisions of this Agreement, applying GAAP as in effect as of the
date of this Agreement, shall govern.

         SECTION 10.14 HEADINGS DESCRIPTIVE; ENTIRE AGREEMENT. The headings of
the several sections and subsections of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement. This Agreement, the other Credit Documents, and
the agreements and documents required to be delivered pursuant to the terms of
this Agreement constitute the entire agreement among the parties hereto and
thereto regarding the subject matters hereof and thereof and supersede all prior
agreements, representations and understandings related to such subject matters.

         SECTION 10.15 TIME IS OF THE ESSENCE. Time is of the essence in
interpreting and performing this Agreement and all other Credit Documents.

         SECTION 10.16 USURY. It is the intent of the parties hereto not to
violate any federal or state law, rule or regulation pertaining either to usury
or to the contracting for or charging or collecting of interest, and Borrower
and Lenders agree that, should any provision of this Agreement or of the Notes,
or any act performed hereunder or thereunder, violate any such law, rule or
regulation, then the excess of interest contracted for or charged or collected
over the maximum lawful rate of interest shall be applied to the outstanding
principal indebtedness due to Lenders by Borrower under this Agreement.

         SECTION 10.17 CONSTRUCTION. Should any provision of this Agreement
require judicial interpretation, the parties hereto agree that the court
interpreting or construing the same shall not apply a presumption that the terms
hereof shall be more strictly construed against one party by reason of the rule
of construction that a document is to be more strictly construed against the
party who itself or through its agents prepared the same, it being agreed that
Borrower, Administrative Agent, Syndication Agent, Documentation Agent, Lenders
and their respective agents have participated in the preparation hereof.

         SECTION 10.18 CONFIDENTIALITY. None of the Administrative Agent, the
Syndication Agent, the Documentation Agent, the Managing Agent or any Lender
shall disclose any confidential, non-public, proprietary information concerning
the Consolidated Companies to any Person without the consent of the Borrower,
other than (a) to a Lender's Affiliates and the officers, directors, employees,
agents, counsel, auditors and advisors of such Person or such Person's
Affiliates, (b) to a proposed assignee or to a proposed participant; PROVIDED
that prior to any such disclosure, the proposed assignee or participant shall
deliver to the Borrower a written agreement pursuant to SECTION 10.6(e), (c) as
required by any law, rule or regulation or judicial process and (d) as requested
or required by any state, federal or foreign authority or examiner regulating
banks or banking or any aspects of such Lender's or Agent's activities.

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



                                       67
<PAGE>   74
                       SIGNATURE PAGE TO REVOLVING CREDIT
              AGREEMENT BETWEEN SUNTRUST, AS ADMINISTRATIVE AGENT,
                             AND OFFICE DEPOT, INC.


                                        BORROWER:

                                        OFFICE DEPOT, INC.



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

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



ADDRESS FOR NOTICES:

2200 Old Germantown Road
Delray Beach, Florida 33445
Attn: Barry J. Goldstein

Telecopy No.  (561) 438-4237
Telephone No. (561) 438-8956

WITH COPY TO:

Office of the General Counsel
Office Depot, Inc.
2200 Old Germantown Road
Delray Beach, Florida 33445

Treasurer
Office Depot, Inc.
2200 Old Germantown Road
Delray Beach, Florida 33445





                                       68
<PAGE>   75


                  SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT
                   BETWEEN SUNTRUST, AS ADMINISTRATIVE AGENT,
                             AND OFFICE DEPOT, INC.


Address for Notices:                            SUNTRUST BANK,
                                                individually and as
                                                Administrative Agent

303 Peachtree Street N.E.
Third Floor/MC:  1930                           By:
Atlanta, Georgia 30308                              ----------------------------
Attn:    Frank Coe                              Title:
                                                      --------------------------
Telecopy No.  (404) 658-4905
Telephone No. (404) 658-4910


Payment Office:

200 S. Orange Avenue
10th Floor - Tower
Orlando, Florida 32801

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

Revolving Loan Commitment: $38,750,000

Pro Rata Share of Revolving Loan Commitment: 12.92%





                                       69
<PAGE>   76
                  SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT
                   BETWEEN SUNTRUST, AS ADMINISTRATIVE AGENT,
                             AND OFFICE DEPOT, INC.

Address for Notices:                       BANK OF AMERICA, N.A., individually
                                           and as Syndication Agent

                                           By:
Bank of America Corporate Center              ----------------------------------
100 North Tryon Street                     Title:
Charlotte, North Carolina 28255-0001             -------------------------------
Attn:  Timothy H. Spanos
             Retail Credit Products

Telecopy No.  (704) 388-8268
Telephone No. (704) 386-4507



Payment Office:

Bank of America, N.A.
100 North Tryon Street
Charlotte, North Carolina 28255-0001

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

Revolving Loan Commitment: $38,750,000

Pro Rata Share of Revolving Loan Commitment: 12.92%





                                       70
<PAGE>   77

                  SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT
                   BETWEEN SUNTRUST, AS ADMINISTRATIVE AGENT,
                             AND OFFICE DEPOT, INC.


Address for Notices:                          BANK ONE, NA, individually and as
                                              Documentation Agent


                                              By:
1 Bank One Plaza                                 -------------------------------
Suite IL1-0086                                Title:
Chicago, Illinois  60670                            ----------------------------
Attn: Dianne Stark,
           Vice President

Telecopy No.  (312) 732-1117
Telephone No. (312) 732-8251



Payment Office:

Bank One, NA
1 Bank One Plaza
Chicago, Illinois  60670

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

Revolving Loan Commitment: $38,750,000

Pro Rata Share of Revolving Loan Commitment:  12.92%








                                       71
<PAGE>   78

                  SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT
                   BETWEEN SUNTRUST, AS ADMINISTRATIVE AGENT,
                             AND OFFICE DEPOT, INC.


Address for Notices:                        CITIBANK, N.A., individually and as
                                            Managing Agent


                                            By:
399 Park Avenue                                ---------------------------------
54th Floor, Zone 17                         Title:
New York, New York  10043                         ------------------------------
Attn: Marc Merlino,
           Vice President

Telecopy No.  (212) 793-1585
Telephone No. (212) 559-1875



Payment Office:

Citibank, N.A.
399 Park Avenue
New York, New York  10043



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

Revolving Loan Commitment: $33,750,000

Pro Rata Share of Revolving Loan Commitment: 11.25%





                                       72
<PAGE>   79

                  SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT
                   BETWEEN SUNTRUST, AS ADMINISTRATIVE AGENT,
                             AND OFFICE DEPOT, INC.


Address for Notices:                        FIRST UNION NATIONAL BANK


                                            By:
One South Penn Square                          ---------------------------------
Widener Building, 12th Floor                Title:
Philadelphia, Pennsylvania 19107                  ------------------------------
Attn:  Joan Anderson,
           Vice President

Telecopy No.  (215) 786-2877
Telephone No. (215) 973-8376



Payment Office:

First Union National Bank
1339 Chestnut Street
Philadelphia, Pennsylvania 19107



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

Revolving Loan Commitment: $25,000,000

Pro Rata Share of Revolving Loan Commitment: 8.33%





                                       73
<PAGE>   80
                  SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT
                   BETWEEN SUNTRUST, AS ADMINISTRATIVE AGENT,
                             AND OFFICE DEPOT, INC.


Address for Notices:                      CIBC INC.


                                          By:
425 Lexington Avenue                         -----------------------------------
New York, New York 10017                  Title:
Attn:  Dominic Sorresso,                        --------------------------------
           Executive Director

Telecopy No.  (212) 856-3991
Telephone No. (212) 856-4133



Payment Office:

CIBC Inc.
Two Paces West
2727 Paces Ferry Road, Suite 1200
Atlanta, Georgia 30339



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

Revolving Loan Commitment: $25,000,000

Pro Rata Share of Revolving Loan Commitment: 8.33%





                                       74
<PAGE>   81
                  SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT
                   BETWEEN SUNTRUST, AS ADMINISTRATIVE AGENT,
                             AND OFFICE DEPOT, INC.


Address for Notices:                      BANCA DI ROMA - NEW YORK BRANCH


                                          By:
34 East 51st Street                          -----------------------------------
New York, New York 10022                  Title:
Attn:  Steven F. Paley,                         --------------------------------
           First Vice President
                                          By:
Telecopy No.  (212) 407-1778                 -----------------------------------
Telephone No. (212) 407-1791              Title:
                                                --------------------------------


Payment Office:

Banca di Roma - New York Branch
34 East 51st Street
New York, New York 10222



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

Revolving Loan Commitment: $25,000,000

Pro Rata Share of Revolving Loan Commitment: 8.33%





                                       75
<PAGE>   82
                  SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT
                   BETWEEN SUNTRUST, AS ADMINISTRATIVE AGENT,
                             AND OFFICE DEPOT, INC.


Address for Notices:                        HSBC BANK USA


                                            By:
140 Broadway                                   ---------------------------------
7th Floor                                   Title:
New York, New York 10005                          ------------------------------
Attn:  Christopher Casey,
           Vice President

Telecopy No.  (212) 658-5109
Telephone No. (212) 658-2209



Payment Office:

HSBC Bank USA
140 Broadway
New York, New York 10005



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

Revolving Loan Commitment: $25,000,000

Pro Rata Share of Revolving Loan Commitment: 8.33%





                                       76
<PAGE>   83
                  SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT
                   BETWEEN SUNTRUST, AS ADMINISTRATIVE AGENT,
                             AND OFFICE DEPOT, INC.


Address for Notices:                           THE INDUSTRIAL BANK OF JAPAN,
                                               LIMITED


                                               By:
350 South Grand Avenue                            ------------------------------
Suite 1500                                     Title:
Los Angeles, California 90071                        ---------------------------
Attn:  Bernardo Correa-Henshcke,
           Vice President

Telecopy No.  (213) 488-9840
Telephone No. (213) 893-6427



Payment Office:

The Industrial Bank of Japan, Limited
1251 Avenue of the Americas
New York, New York 10020



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

Revolving Loan Commitment: $25,000,000

Pro Rata Share of Revolving Loan Commitment: 8.33%





                                       77
<PAGE>   84
                  SIGNATURE PAGE TO REVOLVING CREDIT AGREEMENT
                   BETWEEN SUNTRUST, AS ADMINISTRATIVE AGENT,
                             AND OFFICE DEPOT, INC.


Address for Notices:                     WELLS FARGO BANK, N.A.


                                         By:
1445 Ross Avenue                            ------------------------------------
4th Floor                                Title:
MAC T5303-046                                  ---------------------------------
Dallas, Texas 75202
Attn:  Scott Bjelde,
           Senior Banker/Relationship Manager

Telecopy No.  (512) 336-9154
Telephone No. (512) 336-9153



Payment Office:

Wells Fargo Bank, N.A.
707 Wilshire Boulevard
MACE 2818-165
Los Angeles, California 90017



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

Revolving Loan Commitment: $25,000,000

Pro Rata Share of Revolving Loan Commitment: 8.33%





                                       78