PORTIONS OF THIS DOCUMENT INDICATED BY
                                   "* * * * *"
                         HAVE BEEN REDACTED PURSUANT TO
                      A REQUEST FOR CONFIDENTIAL TREATMENT
                FILED WITH THE SECURITIES AND EXCHANGE COMMISSION


                                 EXECUTION COPY



                                $2,000,000,000.00

                           REVOLVING CREDIT AGREEMENT

                                      among

                             HOMESIDE LENDING, INC.
                                  as Borrower,

                               The Several Lenders
                        from Time to Time Parties Hereto,
                             BANK OF AMERICA, N.A.,
                        DEUTSCHE BANK AG, NEW YORK BRANCH
                                       and
                   MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                             as Syndication Agents,

                        NATIONAL AUSTRALIA BANK LIMITED,
                            as Senior Managing Agent
                                and Co-Arranger,

                                       and

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent


                          Dated as of October 18, 1999



            CHASE SECURITIES, INC. as Lead Arranger and Book Manager


<PAGE>





                                TABLE OF CONTENTS

                                                                            Page


SECTION 1.  DEFINITIONS........................................................1
         1.1  Defined Terms....................................................1
         1.2  Other Definitional Provisions...................................14

SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS...................................15
         2.1  Revolving Commitments...........................................15
         2.2  Procedure for Revolving Loan Borrowing..........................15
         2.3  Swingline Commitment............................................15
         2.4  Procedure for Swingline Borrowing; Refunding of Swingline Loans.16
         2.5  Facility Fees, etc. ............................................17
         2.6  Termination or Reduction of Revolving Commitments...............17
         2.7  Competitive Bid Procedure.......................................17
         2.8  Optional Prepayments............................................19
         2.9  Conversion and Continuation Options.............................20
         2.10  Limitations on Eurodollar Tranches.............................20
         2.11  Interest Rates; Payment Dates; Evidence of Debt................20
         2.12  Computation of Interest and Fees...............................21
         2.13  Inability to Determine Interest Rate...........................21
         2.14  Pro Rata Treatment and Payments................................22
         2.15  Requirements of Law............................................23
         2.16  Taxes24
         2.17  Indemnity......................................................25
         2.18  Change of Lending Office.......................................26
         2.19  Replacement of Lenders.........................................26

SECTION 3.  REPRESENTATIONS AND WARRANTIES....................................26
         3.1  Financial Condition.............................................26
         3.2  No Change.......................................................27
         3.3  Corporate Existence; Compliance with Law........................27
         3.4  Corporate Power; Authorization; Enforceable Obligations.........27
         3.5  No Legal Bar....................................................27
         3.6  No Material Litigation..........................................28
         3.7  No Default......................................................28
         3.8  Ownership of Property; Liens....................................28
         3.9  Intellectual Property...........................................28
         3.10  Taxes28
         3.11  Federal Regulations............................................28
         3.12  ERISA28
         3.13  Investment Company Act; Other Regulations......................29
         3.14  Subsidiaries...................................................29
         3.15  Purpose of Loans...............................................29
         3.16  Environmental Matters..........................................29
         3.17  Disclosure.....................................................30
         3.18  Year 2000......................................................30

SECTION 4.  CONDITIONS PRECEDENT..............................................30
         4.1  Conditions to Initial Extension of Credit.......................30
         4.2  Conditions to Each Extension of Credit..........................31

SECTION 5.  AFFIRMATIVE COVENANTS.............................................31
         5.1  Financial Statements............................................31
         5.2  Certificates; Other Information.................................32
         5.3  Payment of Obligations..........................................32
         5.4  Maintenance of Existence; Compliance............................33
         5.5  Maintenance of Property; Insurance; Risk Management.............33
         5.6  Inspection of Property; Books and Records; Discussions..........33
         5.7  Notices.........................................................33
         5.8  Environmental Laws..............................................34
         5.9  Maintenance of Agency Status....................................34

SECTION 6.  NEGATIVE COVENANTS................................................34
         6.1  Financial Condition Covenants...................................35
         6.2  Indebtedness....................................................35
         6.3  Liens 35
         6.4  Fundamental Changes.............................................36
         6.5  Limitation on Sale of Assets....................................37
         6.6  Restricted Payments.............................................37
         6.7  Limitation on Investments, Loans and Advances...................37
         6.8  Transactions with Affiliates....................................37
         6.9  Changes in Fiscal Periods.......................................38
         6.10  Lines of Business..............................................38

SECTION 7.  EVENTS OF DEFAULT.................................................38

SECTION 8.  THE AGENTS........................................................40
         8.1  Appointment.....................................................40
         8.2  Delegation of Duties............................................40
         8.3  Exculpatory Provisions..........................................40
         8.4  Reliance by Administrative Agent................................40
         8.5  Notice of Default...............................................41
         8.6  Non-Reliance on Agents and Other Lenders........................41
         8.7  Indemnification.................................................41
         8.8  Agent in Its Individual Capacity................................42
         8.9  Successor Administrative Agent..................................42
         8.10  Other Agents...................................................42

SECTION 9.  MISCELLANEOUS.....................................................42
         9.1  Amendments and Waivers..........................................42
         9.2  Notices.........................................................43
         9.3  No Waiver; Cumulative Remedies..................................44
         9.4  Survival of Representations and Warranties......................44
         9.5  Payment of Expenses and Taxes...................................44
         9.6  Successors and Assigns; Participations and Assignments..........45
         9.7  Adjustments; Set-off............................................47
         9.8  Counterparts....................................................47
         9.9  Severability....................................................48
         9.10  Integration....................................................48
         9.11  GOVERNING LAW..................................................48
         9.12  Submission To Jurisdiction; Waivers............................48
         9.13  Acknowledgements...............................................48
         9.14  Confidentiality................................................49
         9.15  WAIVERS OF JURY TRIAL..........................................49



<PAGE>






                                                        - v -


<PAGE>





SCHEDULES:

1.1A                  Commitments
3.1                   Certain Contingent Liabilities
3.4                   Consents, etc.
3.6                   Material Litigation
3.14                  Subsidiaries
6.3(j)                Existing Liens
6.8                   Transactions with Affiliates


EXHIBITS:

A                     Form of Closing Certificate
B                     Form of Assignment and Acceptance
C-1                   Form of Legal Opinion of Sullivan & Cromwell
C-2                   Form of Legal Opinion of Robert Jacobs, Esq.
D-1                   Form of Revolving Loan Note
D-2                   Form of Competitive Loan Note
D-3                   Form of Swingline Loan Note
E                     Form of Exemption Certificate


<PAGE>




509265-0409-02618-998GAET2-CRA

                         CREDIT  AGREEMENT,  dated as of October 18, 1999, among
HOMESIDE LENDING, INC., a Florida corporation (the
"Borrower"), the several banks and other financial institutions or entities from
time to time parties to this Agreement (the "Lenders"),  BANK OF AMERICA,  N.A.,
DEUTSCHE BANK AG, NEW YORK BRANCH and MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
as Syndication  Agents (in such capacity,  the "Syndication  Agents"),  NATIONAL
AUSTRALIA  BANK  LIMITED,  as  Senior  Managing  Agent  and  Co-Arranger,  CHASE
SECURITIES,  INC.,  as lead  arranger  and book manager (in such  capacity,  the
"Arranger"),  and THE CHASE  MANHATTAN  BANK, as  administrative  agent (in such
capacity, the "Administrative Agent").

                   The parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

     1.1 Defined  Terms.  As used in this  Agreement,  the terms  listed in this
Section 1.1 shall have the respective meanings set forth in this Section 1.1.

     "ABR": for any day, a rate per annum (rounded upwards, if necessary, to the
next 1/16 of 1%) equal to the  greater  of (a) the Prime  Rate in effect on such
day and (b) the Federal Funds  Effective Rate in effect on such day plus * * * *
* . For purposes hereof:  "Prime Rate" shall mean the rate of interest per annum
publicly  announced from time to time by the Reference  Lender as its prime rate
in effect at its  principal  office in New York City (the  Prime  Rate not being
intended to be the lowest rate of interest  charged by the  Reference  Lender in
connection with extensions of credit to debtors). Any change in the ABR due to a
change in the Prime Rate or the Federal Funds  Effective Rate shall be effective
as of the opening of business on the  effective  day of such change in the Prime
Rate or the Federal Funds Effective Rate, respectively.

     "ABR Loans":  Loans the rate of interest  applicable to which is based upon
the ABR.

     "Accounts  Receivable":  that  dollar  amount  shown as such on the balance
sheet of the Borrower as of the relevant Applicable Financial Test Date.

     "Adjustment Date": as defined in the Pricing Grid.

     "Administrative Agent": The Chase Manhattan Bank.

     "Affiliate":  as  to  any  Person,  any  other  Person  that,  directly  or
indirectly, is in control of, is controlled by, or is under common control with,
such Person.  For purposes of this  definition,  "control" of a Person means the
power, directly or indirectly,  either to (a) vote 10% or more of the securities
having  ordinary  voting  power  for  the  election  of  directors  (or  persons
performing  similar  functions)  of such  Person  or (b)  direct  or  cause  the
direction of the management and policies of such Person,  whether by contract or
otherwise.

     "Agency": FHLMC, FNMA or GNMA.

     "Agents":  the  collective  reference  to the  Syndication  Agents  and the
Administrative Agent.



<PAGE>









     "Aggregate  Exposure":  with  respect to any Lender at any time,  an amount
equal to the amount of such  Lender's  Revolving  Commitment  then in effect or,
after  the  Revolving  Termination  Date or if the  Revolving  Commitments  have
otherwise been terminated,  the amount of such Lender's Revolving  Extensions of
Credit then outstanding.

     "Aggregate  Exposure  Percentage":  with respect to any Lender at any time,
the ratio  (expressed as a percentage)  of such Lender's  Aggregate  Exposure at
such time to the Aggregate Exposure of all Lenders at such time.

     "Agreement":  this Credit Agreement, as amended,  supplemented or otherwise
modified from time to time.

     "Applicable  Financial  Test Date" : at any time,  the last day of the most
recent fiscal quarter of the Borrower ended prior to such time.

     "Applicable   Margin":   for  Eurodollar   Loans  (other  than   Eurodollar
Competitive  Loans), (a) prior to the Revolving  Termination Date, * * * * * per
annum, and (b) on and after the Revolving Termination Date, * * * * * per annum,
provided that for each day on which the aggregate  principal amount of all Loans
outstanding on such day exceeds 50% of the Total  Revolving  Commitments on such
day, the margin for Eurodollar  Loans set forth in clause (a) shall be * * * * *
for such day.

     "Approved Fund":  with respect to any Lender that is a fund that invests in
commercial loans, any other fund that invests in commercial loans and is managed
or advised by the same  investment  advisor as such Lender or by an Affiliate of
such investment advisor.

     "Approved  Securities  Offering" : a proposed offering of securities by the
Borrower or an Affiliate of the Borrower secured or otherwise supported in whole
or part by  Mortgage  Loans  and/or  Mortgage-Backed  Securities,  for which the
following  statements  are  true,  unless  otherwise  waived in  writing  by the
Required Lenders:

     (a) the  Borrower  or such  Affiliate,  as  applicable,  has filed and made
effective a  registration  statements  with the SEC covering the offering of the
proposed securities;

     (b) the  Borrower  or such  Affiliate,  as  applicable,  has  obtained  all
permits, exemptions and licenses necessary to effect such offering;

     (c) such offering has been priced and is the subject of a firm underwriting
commitment;

     (d) such securities qualify as "mortgage-related  securities" under Section
3(a)(41) of the Securities Exchange Act of 1934, as amended; and

     (e) in the reasonably  anticipated  course of events,  the Borrower or such
Affiliate,  as  applicable,  is  expected  to  obtain a rating in one of the two
highest  categories  available  for  securities of a like nature from the rating
agency rating such securities.

     "Assignee": as defined in Section 9.6(c).

     "Assignment and Acceptance": an Assignment and Acceptance, substantially in
the form of Exhibit B.



<PAGE>


     "Assignor": as defined in Section 9.6(c).

     "Available Revolving  Commitment":  as to any Revolving Lender at any time,
an amount equal to the excess, if any, of (a) such Lender's Revolving Commitment
then in effect  over (b) such  Lender's  Revolving  Extensions  of  Credit  then
outstanding.

     "Benefitted Lender": as defined in Section 9.7(a).

     "Board": the Board of Governors of the Federal Reserve System of the United
States (or any successor).

     "Borrower": as defined in the preamble hereto.

     "Borrowing  Date":  any Business Day specified by the Borrower as a date on
which the Borrower requests the relevant Lenders to make Loans hereunder.

     "Business": as defined in Section 3.16(b).

     "Business  Day": a day other than a Saturday,  Sunday or other day on which
commercial  banks in New York City are  authorized  or required by law to close,
provided,  that with respect to notices and  determinations  in connection with,
and payments of principal and interest on,  Eurodollar Loans, such day is also a
day for  trading  by and  between  banks in  Dollar  deposits  in the  interbank
eurodollar market.

     "Capital  Lease  Obligations":  as to any Person,  the  obligations of such
Person to pay rent or other  amounts  under  any lease of (or other  arrangement
conveying the right to use) real or personal property, or a combination thereof,
which  obligations  are required to be  classified  and accounted for as capital
leases on a balance  sheet of such Person  under GAAP and,  for the  purposes of
this  Agreement,  the  amount  of such  obligations  at any  time  shall  be the
capitalized amount thereof at such time determined in accordance with GAAP.

     "Capital Stock":  any and all shares,  interests,  participations  or other
equivalents (however designated) of capital stock of a corporation,  any and all
equivalent  ownership  interests in a Person (other than a corporation)  and any
and all warrants, rights or options to purchase any of the foregoing.

     "Cash" : at any date the dollar  amount of "Cash" of the Borrower set forth
in the balance sheet of the Borrower as of the most recent Applicable  Financial
Test Date.



<PAGE>


     "Cash  Equivalents":  (a)  marketable  direct  obligations  issued  by,  or
unconditionally  guaranteed  by, the United  States  Government or issued by any
agency thereof and backed by the full faith and credit of the United States,  in
each  case  maturing  within  one  year  from  the  date  of  acquisition;   (b)
certificates  of deposit,  time deposits,  eurodollar time deposits or overnight
bank  deposits  having  maturities  of six  months  or  less  from  the  date of
acquisition issued by any Lender or by any commercial bank organized or licensed
under the laws of the United States or any state thereof having combined capital
and surplus of not less than  $500,000,000;  (c)  commercial  paper of an issuer
rated at least A-1 by  Standard  & Poor's  Ratings  Services  ("S&P")  or P-1 by
Moody's Investors Service, Inc. ("Moody's"), or carrying an equivalent rating by
a nationally  recognized rating agency, if both of the two named rating agencies
cease  publishing  ratings of commercial paper issuers  generally,  and maturing
within six months from the date of  acquisition;  (d) repurchase  obligations of
any Lender or of any commercial bank  satisfying the  requirements of clause (b)
of this  definition,  having a term of not more than 30 days,  with  respect  to
securities   issued  or  fully  guaranteed  or  insured  by  the  United  States
government;  (e) securities with maturities of one year or less from the date of
acquisition  issued or fully guaranteed by any state,  commonwealth or territory
of the United States,  by any political  subdivision or taxing  authority of any
such  state,  commonwealth  or  territory  or by  any  foreign  government,  the
securities  of which  state,  commonwealth,  territory,  political  subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's;  (f)  securities  with  maturities of six months or less
from the date of acquisition  backed by standby  letters of credit issued by any
Lender or any commercial bank satisfying the  requirements of clause (b) of this
definition;  or (g) shares of money market  mutual or similar funds which invest
exclusively in assets  satisfying the requirements of clauses (a) through (f) of
this definition.


     "Closing  Date":  the date on which the  conditions  precedent set forth in
Section 4.1 shall have been satisfied, which date is October 18, 1999.

     "Code": the Internal Revenue Code of 1986, as amended from time to time.

     "Commitment": as to any Lender, the Revolving Commitment of such Lender.

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

     "Competitive  Bid":  an  offer by a Lender  to make a  Competitive  Loan in
accordance with Section 2.7.

     "Competitive  Bid Rate":  with respect to any  Competitive  Bid, the margin
over the Eurodollar Rate or the Fixed Rate, as applicable, offered by the Lender
making such Competitive Bid.

     "Competitive  Bid Request":  a request by the Borrower for Competitive Bids
in accordance with Section 2.7.


     "Competitive Borrowing": any Eurodollar Competitive Borrowing or Fixed Rate
Competitive Borrowing in accordance with Section 2.7.

     "Competitive Loan": a Loan made pursuant to Section 2.7.

     "Confidential   Information   Memorandum":   the  Confidential  Information
Memorandum dated September 1999 and furnished to the Lenders.

     "Consolidated   Intangibles":   at  any  time,  all  amounts   included  in
Consolidated  Net Worth of the Borrower at such time which,  in accordance  with
GAAP, would be classified as intangible  assets on a consolidated  balance sheet
of the  Borrower  and  its  Subsidiaries,  including,  without  limitation,  (a)
goodwill  (other  than  negative  goodwill),   including  any  amounts  (however
designated on the balance sheet) representing the cost of acquisitions in excess
of underlying net tangible assets, and (b) patents,  trademarks,  copyrights and
other intangibles.

     "Consolidated  Net  Worth":  at any  time,  all  amounts  which  would,  in
conformity with GAAP, be included under  shareholders'  equity on a consolidated
balance sheet of the Borrower and its Subsidiaries as at such time.

     "Consolidated  Tangible  Net Worth" : at any date,  an amount  equal to (a)
Consolidated  Net Worth at such date less (b)  Consolidated  Intangibles at such
date.

     "Consolidated  Total Debt": at any date, the aggregate  principal amount of
all Indebtedness of the Borrower and its  Subsidiaries at such date,  determined
on a consolidated basis in accordance with GAAP.

     "Contractual  Obligation":  as to any Person, any provision of any security
issued by such Person or of any  agreement,  instrument or other  undertaking to
which such Person is a party or by which it or any of its property is bound.

     "Default":  any of the events  specified  in Section 7,  whether or not any
requirement  for the  giving of  notice,  the lapse of time,  or both,  has been
satisfied.

     "Disposition":  with respect to any  property,  any sale,  lease,  sale and
leaseback,  assignment,  conveyance,  transfer or other disposition thereof. The
terms "Dispose" and "Disposed of" shall have correlative meanings.

     "Dollars" and "$": lawful currency of the United States.

     "Early  Pool Buyout  Advances":  that  dollar  amount  shown as such on the
balance sheet of the Borrower as of the relevant Applicable Financial Test Date.

     "Eligible  Mortgage  Assets":  the dollar amount of Mortgage Loans Held for
Sale or Mortgage Loans Held for  Investment,  as the case may be, on the balance
sheet of the  Borrower,  but  excluding,  in any event:  (a) Mortgage  Loans and
Mortgage-Backed Securities which are subject to a Lien other than a Lien that is
permitted  under  Section 6.3 and that  secures  Indebtedness  included in Total
Debt,  (b)  Mortgage  Loans  secured  by  properties  which  are not 1-4  family
residential  properties,  and (c) Mortgage  Loans deemed to be unsaleable by the
Borrower.

     "Environmental  Laws":  any and  all  foreign,  Federal,  state,  local  or
municipal  laws,  rules,  orders,  regulations,   statutes,  ordinances,  codes,
decrees, requirements of any Governmental Authority or other Requirements of Law
(including  common  law)  regulating,  relating  to  or  imposing  liability  or
standards of conduct  concerning  protection of human health or the environment,
as may now or at any time hereafter be in effect.

     "ERISA":  the Employee  Retirement  Income Security Act of 1974, as amended
from time to time.

     "Eurocurrency Reserve Requirements": for any day as applied to a Eurodollar
Loan, the aggregate  (without  duplication) of the maximum rates (expressed as a
decimal  fraction)  of  reserve  requirements  in effect on such day  (including
basic,  supplemental,  marginal and emergency  reserves under any regulations of
the Board or other  Governmental  Authority  having  jurisdiction  with  respect
thereto) dealing with reserve  requirements  prescribed for eurocurrency funding
(currently  referred to as  "Eurocurrency  liabilities"  in  Regulation D of the
Board) maintained by a member bank of the Federal Reserve System.



<PAGE>


     "Eurodollar  Base  Rate":  with  respect to each day during  each  Interest
Period  pertaining to a Eurodollar  Loan,  the rate per annum  determined on the
basis of the rate for  deposits in Dollars for a period  equal to such  Interest
Period  commencing  on the first day of such Interest  Period  appearing on Page
3750 of the Dow Jones Markets screen as of 11:00 A.M., London time, two Business
Days prior to the beginning of such Interest Period. In the event that such rate
does not appear on Page 3750 of the Dow Jones  Markets  screen (or  otherwise on
such  screen),  the  "Eurodollar  Base Rate" shall be determined by reference to
such other comparable publicly available service for displaying eurodollar rates
as may be  selected  by the  Administrative  Agent  or, in the  absence  of such
availability,  by reference to the rate at which the Reference Lender is offered
Dollar  deposits at or about 11:00 A.M.,  New York City time,  two Business Days
prior to the  beginning  of such  Interest  Period in the  interbank  eurodollar
market where its  eurodollar  and foreign  currency and exchange  operations are
then being  conducted for delivery on the first day of such Interest  Period for
the number of days comprised therein.

     "Eurodollar  Competitive  Borrowing":  any  borrowing  by the  Borrower  of
Eurodollar Competitive Loans pursuant to the terms of this Agreement.

     "Eurodollar  Competitive  Loan":  a  Competitive  Loan the rate of interest
applicable to which is based upon the Eurodollar Rate.

     "Eurodollar Loan": a Loan the rate of interest applicable to which is based
upon the Eurodollar Rate.

     "Eurodollar  Rate":  with respect to each day during each  Interest  Period
pertaining  to a Eurodollar  Loan, a rate per annum  determined  for such day in
accordance with the following  formula (rounded upward to the nearest 1/100th of
1%): * * * * *

     "Eurodollar Tranche": the collective reference to Eurodollar Loans the then
current Interest Periods with respect to all of which begin on the same date and
end on the same later date (whether or not such Loans shall originally have been
made on the same day).

     "Event of Default": any of the events specified in Section 7, provided that
any requirement  for the giving of notice,  the lapse of time, or both, has been
satisfied.

     "Existing Credit  Agreement":  the Credit Agreement dated as of January 31,
1997  among  the  Borrower,  Honolulu  Mortgage  Company,  Inc.,  the  banks and
financial  institutions  from time to time parties thereto,  the Balance Lenders
(as defined  therein),  The First  National Bank of Boston as Collateral  Agent,
NationsBank  of Texas as  Syndication  Agent  and The  Chase  Manhattan  Bank as
Administrative Agent.

     "Facility Fee Rate": * * * * * per annum.



<PAGE>


     "Federal  Funds  Effective  Rate":  (i) for the first day of an ABR Loan or
Swingline  Loan,  the rate per annum  which is the  average  of the rates on the
offered side of the Federal funds market quoted by three interbank Federal funds
brokers,  selected by the  Administrative  Agent, at approximately  the time the
Borrower  requests  such ABR Loan or  Swingline  Loan,  for Dollar  deposits  in
immediately  available funds,  for a period and in an amount,  comparable to the
principal  amount of such ABR Loan or  Swingline  Loan,  as the case may be, and
(ii) for each day of such ABR  Loan or  Swingline  Loan  thereafter,  or for any
other amount hereunder which bears interest at the ABR, the rate per annum which
is the average of the rates on the  offered  side of the  Federal  funds  market
quoted by three interbank Federal funds brokers,  selected by the Administrative
Agent,  at  approximately  2:00 p.m.  New York City time on such day for  Dollar
deposits  in  immediately  available  funds,  for a  period  and  in  an  amount
comparable to the  principal  amount of such ABR Loan,  Swingline  Loan or other
amount,  as the  case may be;  in the  case of both  clauses  (i) and  (ii),  as
determined by the Administrative Agent and rounded upwards, if necessary, to the
nearest 1/100 of 1%.

     "FHA": the Federal Housing Administration and any successor thereto.

     "FHLMC": Freddie Mac and any successor thereto.

     "Fixed  Rate"  :  with  respect  to  any  Competitive  Loan  (other  than a
Eurodollar  Competitive Loan), the fixed rate of interest per annum specified by
the Lender making such Competitive Loan in its related Competitive Bid.

     "Fixed Rate  Competitive  Borrowing":  any  borrowing  by the Borrower of a
Fixed Rate Competitive Loans pursuant to the terms of this Agreement.

     "Fixed Rate  Competitive  Loan": a Competitive  Loan bearing  interest at a
Fixed Rate.

     "FNMA": Fannie Mae and any successor thereto.

     "Funding  Office":  the office of the  Administrative  Agent  specified  in
Section 9.2 or such other  office as may be  specified  from time to time by the
Administrative Agent as its funding office by written notice to the Borrower and
the Lenders.

     "GAAP": generally accepted accounting principles in the United States as in
effect from time to time, except that for purposes of Section 6.1, GAAP shall be
determined  on the basis of such  principles  in effect on the date  hereof  and
consistent  with  those  used  in  the  preparation  of  the  audited  financial
statements referred to in Section 3.1. In the event that any "Accounting Change"
(as defined below) shall occur and such change results in a change in the method
of calculation  of financial  covenants,  standards or terms in this  Agreement,
then the Borrower and the Administrative  Agent agree to enter into negotiations
in order to amend such  provisions of this Agreement so as to equitably  reflect
such Accounting Changes with the desired result that the criteria for evaluating
the  Borrower's  financial  condition  shall be the same after  such  Accounting
Changes as if such Accounting Changes had not been made. Until such time as such
an  amendment  shall have been  executed  and  delivered by the Borrower and the
Required Lenders, all financial covenants, standards and terms in this Agreement
shall continue to be calculated or construed as if such  Accounting  Changes had
not occurred.  "Accounting  Changes" refers to changes in accounting  principles
required by the promulgation of any rule,  regulation,  pronouncement or opinion
by the  Financial  Accounting  Standards  Board  of the  American  Institute  of
Certified Public Accountants or, if applicable, the SEC.

     "GNMA":  the Government  National  Mortgage  Association  and any successor
thereto.

     "Governmental  Authority":  any  nation or  government,  any state or other
political   subdivision   thereof,  any  agency,   authority,   instrumentality,
regulatory  body,  court,  central  bank or other entity  exercising  executive,
legislative,  judicial,  taxing,  regulatory or  administrative  functions of or
pertaining  to  government,  any  securities  exchange  and any  self-regulatory
organization (including the National Association of Insurance Commissioners).


<PAGE>


     "Hedging Agreement": any interest rate protection agreement,  interest rate
option, interest rate cap or other interest rate hedge agreement entered into by
the Borrower or any of its Subsidiaries  providing to the Borrower or any of its
Subsidiaries protection against changes in interest rates.

     "Hedge  Contract":  in  respect  of  any  Mortgage  Loans,  Mortgage-Backed
Securities or servicing  rights for Mortgage Loans, a contract to buy or sell an
instrument  on  the  futures  market,  cash  forward  market,  private  investor
whole-loan  market or options market, or an option or financial future purchased
over the counter for future delivery of such instrument,  in respect of interest
rate risks associated with such Mortgage Loans,  Mortgage-Backed  Securities and
servicing rights.

     "Hedge  Termination  Obligation":  any  termination  amount or other amount
payable by the Borrower or any of its Subsidiaries  upon the early  termination,
by reason of the occurrence of a default or other  termination event thereunder,
of any interest rate protection agreement,  interest rate option,  interest rate
cap or other interest rate hedge arrangement providing to the Borrower or any of
its Subsidiaries protection against changes in interest rates.

     "HUD":  The Department of Housing and Urban  Development  and any successor
thereto.

     "Indebtedness":  of any Person at any date,  without  duplication,  (a) all
indebtedness  of such Person for borrowed  money,  (b) all  obligations  of such
Person for the  deferred  purchase  price of property  or  services  (other than
current  trade  payables  incurred  in the  ordinary  course  of  such  Person's
business),  (c) all  obligations  of such  Person  evidenced  by  notes,  bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional  sale or other title  retention  agreement with respect to
property  acquired by such Person  (even  though the rights and  remedies of the
seller or lender  under such  agreement  in the event of default  are limited to
repossession  or sale of such  property),  (e) all Capital Lease  Obligations of
such Person, (f) all obligations of such Person,  contingent or otherwise, as an
account party (or its equivalent) under acceptances,  letters of credit,  surety
bonds or  similar  arrangements,  (g) the  liquidation  value  of all  preferred
Capital Stock of such Person  redeemable at the option of the holders thereof or
containing  mandatory  redemption or other payment provisions that could require
any cash or asset  payment  or  distribution  prior to the date that is one year
after the Maturity Date, (h) all indebtedness of others assumed or guaranteed by
such Person or in respect of which such Person is  secondarily  or  contingently
liable,  (i) all  obligations of the kind referred to in clauses (a) through (i)
above  secured by (or for which the holder of such  obligation  has an  existing
right,  contingent  or  otherwise,  to be  secured  by)  any  Lien  on  property
(including  accounts and contract  rights) owned by such Person,  whether or not
such Person has assumed or become liable for the payment of such obligation, and
(j) for the purposes of Sections  5.7(b),  6.2 and 7(e) only, all obligations of
such Person in respect of Hedge Agreements. The Indebtedness of any Person shall
include the Indebtedness of any other entity (including any partnership in which
such Person is a general  partner) to the extent such Person is liable  therefor
as a result of such Person's  ownership  interest in such entity,  except to the
extent the terms of such Indebtedness  expressly provide that such Person is not
liable therefor.

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

     "Insolvent": pertaining to a condition of Insolvency.



<PAGE>


     "Intellectual Property": the collective reference to all rights, priorities
and privileges relating to intellectual  property,  whether arising under United
States,  multinational  or  foreign  laws or  otherwise,  including  copyrights,
copyright licenses,  patents, patent licenses,  trademarks,  trademark licenses,
technology,  know-how and  processes,  and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive
all proceeds and damages therefrom.

     "Interest  Payment Date":  (a) as to any ABR Loan, the last Business Day of
each March, June, September and December to occur while such Loan is outstanding
and the final maturity date of such Loan,  (b) as to any Eurodollar  Loan having
an  Interest  Period of three  months  or less,  the last  Business  Day of such
Interest Period,  (c) as to any Eurodollar Loan having an Interest Period longer
than three months,  each Business Day that is three months,  or a whole multiple
thereof,  after the first  Business  Day of such  Interest  Period  and the last
Business Day of such Interest Period,  (d) as to any Swingline Loan, the date of
any repayment or prepayment made in respect thereof, and (e) with respect to any
Fixed Rate  Competitive  Loan,  the last  Business  Day of the  Interest  Period
applicable to such Loan as specified and accepted in the applicable  Competitive
Bid Request and, in the case of a Fixed Rate Borrowing  with an Interest  Period
of more than 90 days'  duration  (unless  otherwise  specified in the applicable
Competitive  Bid  Request),  each Business Day prior to the last Business Day of
such  Interest  Period that occurs at intervals of 90 days'  duration  after the
first  Business  Day of such  Interest  Period,  and any  other  dates  that are
specified in the applicable  Competitive  Bid Request as Interest  Payment Dates
with respect to such Borrowing.

     "Interest Period": (a) as to any Eurodollar Loan, (i) initially, the period
commencing on the borrowing or conversion date, as the case may be, with respect
to such Eurodollar Loan and ending one, two, three or six months thereafter,  as
selected by the Borrower in its notice of borrowing or notice of conversion,  as
the case may be, given with respect thereto;  and (ii)  thereafter,  each period
commencing on the last day of the next preceding  Interest Period  applicable to
such  Eurodollar  Loan and ending one, two, three or six months  thereafter,  as
selected by the Borrower by irrevocable notice to the  Administrative  Agent not
less than three Business Days prior to the last day of the then current Interest
Period with respect  thereto;  provided  that,  all of the foregoing  provisions
relating to Interest Periods are subject to the following:

     (A) if any  Interest  Period  would  otherwise  end on a day  that is not a
Business  Day,  such  Interest  Period shall be extended to the next  succeeding
Business Day unless the result of such extension would be to carry such Interest
Period into another calendar month in which event such Interest Period shall end
on the immediately preceding Business Day;

     (B) the Borrower may not select an Interest Period that would extend beyond
the Maturity Date;

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

     (E) the  Borrower  shall  select  Interest  Periods  so as not to require a
payment or prepayment of any Eurodollar  Loan during an Interest Period for such
Loan; and



<PAGE>


     (b) with respect to any Fixed Rate Competitive Borrowing, the period (which
shall not be less than 7 days or more than 360 days)  commencing  on the date of
such borrowing and ending on the date  specified in the  applicable  Competitive
Bid Request;  provided that (i) if any Interest  Period would otherwise end on a
day that is not a Business Day,  such  Interest  Period shall extend to the next
succeeding  Business Day and (ii) the Borrower may not select an Interest Period
that would extend beyond the Maturity Date.

     "Lenders": as defined in the preamble hereto.

     "Lien":   any  mortgage,   pledge,   hypothecation,   assignment,   deposit
arrangement,  encumbrance,  lien (statutory or other),  charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever  (including any conditional sale or
other title retention  agreement and any capital lease having  substantially the
same economic effect as any of the foregoing).

     "Loan": any loan made by any Lender pursuant to this Agreement.

     "Loan Documents": this Agreement and the Notes.

     "Material  Adverse Effect":  a material adverse effect on (a) the business,
property, operations or financial condition of the Borrower and its Subsidiaries
taken as a whole or (b) the validity or  enforceability of this Agreement or any
of the other Loan  Documents  or the rights or  remedies  of the  Administrative
Agent or the Lenders hereunder or thereunder.

     "Materials of Environmental  Concern": any gasoline or petroleum (including
crude oil or any  fraction  thereof) or petroleum  products or any  hazardous or
toxic substances,  materials or wastes, defined or regulated as such in or under
any  Environmental  Law,  including  asbestos,   polychlorinated  biphenyls  and
urea-formaldehyde insulation.

     "Maturity Date": October 16, 2001.

     "Mortgage-Backed   Securities":   (a)   securities   (including,    without
limitation,  participation  certificates)  guaranteed  by  GNMA  that  represent
interests in a pool of mortgages,  deeds of trusts or other instruments creating
a Lien on property which is improved by a completed single dwelling (one-to-four
family units), (b) securities (including  participation  certificates) issued by
FNMA or FHLMC that represent  interests in such a pool,  (c)  securities  issued
under Approved Securities Offerings, and (d) senior tranches of privately-placed
securities  representing undivided interests in or otherwise supported by such a
pool.

     "Mortgage Loan": a residential real estate secured loan, including, without
limitation; (a) a promissory note and related deed of trust (or mortgage) and/or
security  agreements,  (b) all  guaranties  and insurance  policies,  including,
without  limitation,  all mortgage and title insurance policies and all fire and
extended coverage  insurance  policies with respect thereto,  and (c) all right,
title and  interest  of the owner of such loan in the  property  covered by said
deed of trust (or mortgage).

     "Mortgage Loans Held For  Investment":  that dollar amount shown as such on
the balance sheet of the Borrower as of the relevant  Applicable  Financial Test
Date.

     "Mortgage  Loans Held For Sale":  that dollar  amount  shown as such on the
balance sheet of the Borrower as of the relevant Applicable Financial Test Date.

     "Mortgage Servicing Rights": the dollar amount shown as "Mortgage Servicing
Rights" on the  balance  sheet of the  Borrower  as of the  relevant  Applicable
Financial Test Date.



<PAGE>


     "Multiemployer  Plan":  a Plan that is a  multiemployer  plan as defined in
Section 4001(a)(3) of ERISA.

     "Non-Excluded Taxes": as defined in Section 2.16(a).

     "Non-U.S. Lender": as defined in Section 2.16(d).

     "Notes": the collective reference to the promissory notes evidencing Loans.

     "Obligations":  the unpaid principal of and interest on (including interest
accruing after the maturity of the Loans and interest  accruing after the filing
of  any  petition  in  bankruptcy,   or  the  commencement  of  any  insolvency,
reorganization  or like proceeding,  relating to the Borrower,  whether or not a
claim for post-filing or  post-petition  interest is allowed in such proceeding)
the Loans and all other  obligations  and  liabilities  of the  Borrower  to the
Agents or to any Lender, whether direct or indirect, absolute or contingent, due
or to become due, or now existing or hereafter incurred,  which may arise under,
out of, or in connection with, this Agreement,  any other Loan Document,  or any
other  document  made,  delivered or given in connection  herewith or therewith,
whether on account of  principal,  interest,  reimbursement  obligations,  fees,
indemnities,  costs,  expenses (including all fees, charges and disbursements of
counsel to the  Administrative  Agent or to any Lender  that are  required to be
paid by the Borrower pursuant hereto) or otherwise.

     "Other  Assets" : the  dollar  amount  shown as "Other  Assets" on the most
recent covenant  compliance  calculation  delivered by the Borrower  pursuant to
Section  5.2(b) and shall  consist of all  assets of the  Borrower  shown on the
balance sheet of the Borrower (including  servicing hedge investments) as of the
most recent  Applicable  Financial  Test Date other than assets  included in the
calculation  of  subsections  (i) - (vii) of  Section  6.2(d) of the  Agreement;
provided,  however,  that in no event  shall  Other  Assets  include  intangible
assets.

     "Other Taxes":  any and all present or future stamp or documentary taxes or
any other excise or property  taxes,  charges or similar levies arising from any
payment made  hereunder or from the execution,  delivery or  enforcement  of, or
otherwise with respect to, this Agreement or any other Loan Document.

     "Participant": as defined in Section 9.6(b).

     "PBGC": the Pension Benefit Guaranty  Corporation  established  pursuant to
Subtitle A of Title IV of ERISA (or any
successor).

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

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

     "Prime Rate": as defined in the definition of "ABR" in Section 1.1.



<PAGE>


     "Property and Equipment" : the dollar amount shown as "Property,  Equipment
and  Leasehold  Improvements"  on the  balance  sheet of the  Borrower as of the
relevant Applicable Financial Test Date.

     "Properties": as defined in Section 3.16(a).

     "Receivables":  in respect of any  transaction  at any time,  the  accounts
receivable then owing to the Borrower or its  Subsidiaries in respect thereof or
any similar  contractual  right to receive payment arising therefrom and then in
effect.

     "Reference Lender": The Chase Manhattan Bank.

     "Refunded Swingline Loans": as defined in Section 2.4(b).

     "Register": as defined in Section 9.6(d).

     "Regulation U": Regulation U of the Board as in effect from time to time.

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

     "Reportable  Event":  any of the  events  set forth in  Section  4043(b) of
ERISA,  other  than those  events as to which the  thirty-day  notice  period is
waived under  subsections  .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.
ss. 4043.

     "Required Lenders":  at any time, the holders of more than 50% of the Total
Revolving  Commitments then in effect or, if the Revolving Commitments have been
terminated, the Total Revolving Extensions of Credit then outstanding.

     "Requirement of Law": as to any Person,  the  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.

     "Responsible  Officer":  the chief  executive  officer,  president or chief
financial  officer of the Borrower,  but in any event, with respect to financial
matters, the chief financial officer of the Borrower.

     "Restricted Payments": as defined in Section 6.6.

     "Revolving Commitment":  as to any Lender, the obligation of such Lender to
make  Revolving  Loans  and  participate  in  Swingline  Loans  in an  aggregate
principal  and/or  face  amount not to exceed  the  amount  set forth  under the
heading "Revolving  Commitment"  opposite such Lender's name on Schedule 1.1A or
in the Assignment  and  Acceptance  pursuant to which such Lender became a party
hereto,  as the same may be  changed  from  time to time  pursuant  to the terms
hereof.   The   original   amount  of  the  Total   Revolving   Commitments   is
$2,000,000,000.

     "Revolving  Commitment  Period":  the period from and including the Closing
Date to the Revolving Termination Date.



<PAGE>


     "Revolving  Extensions of Credit":  as to any Revolving Lender at any time,
an  amount  equal  to the  sum of (a)  the  aggregate  principal  amount  of all
Revolving  Loans held by such  Lender  then  outstanding  and (b) such  Lender's
Revolving  Percentage of the aggregate  principal amount of Swingline Loans then
outstanding.

     "Revolving  Lender":  each Lender that has a Revolving  Commitment  or that
holds Revolving Loans.

     "Revolving Loans": as defined in Section 2.1(a).

     "Revolving  Percentage":  as to  any  Revolving  Lender  at any  time,  the
percentage  which such Lender's  Revolving  Commitment  then  constitutes of the
Total  Revolving  Commitments  (or, at any time after the Revolving  Commitments
shall have expired or terminated,  the percentage which the aggregate  principal
amount of such Lender's  Revolving  Loans then  outstanding  constitutes  of the
aggregate principal amount of the Revolving Loans then outstanding).

     "Revolving Termination Date": October 16, 2000.

     "SEC": the Securities and Exchange  Commission,  any successor  thereto and
any analogous Governmental Authority.

     "Single  Employer Plan": any Plan that is covered by Title IV of ERISA, but
that is not a Multiemployer Plan.

     "Subsidiary":  as  to  any  Person,  a  corporation,  partnership,  limited
liability  company or other entity more than fifty percent (50%) of the stock or
other ownership  interests of which having by the terms thereof  ordinary voting
power to vote for the  election  of  directors,  managers  or  trustees  of such
corporation,   partnership,   limited   liability   company   or  other   entity
(irrespective  of whether or not at the time stock or other ownership  interests
of any  other  class  or  classes  of  such  corporation,  partnership,  limited
liability  company or other  entity  shall have or might  have  voting  power by
reason of the happening of any  contingency)  shall, at the time as of which any
determination   is  being  made,  be  owned,   either  directly  and/or  through
Subsidiaries of such Person.

     "Swingline  Commitment":  the obligation of each  Swingline  Lender to make
Swingline Loans pursuant to Section 2.3 in an aggregate  principal amount at any
one time  outstanding  not to exceed the amount set forth  opposite  its name on
Schedule 1.1A under "Swingline Commitment".

     "Swingline  Lender":  each of The Chase  Manhattan  Bank,  Bank of America,
N.A.,  Deutsche Bank AG, New York Branch and such  additional  Lenders,  if any,
having a Swingline Commitment on Schedule 1.1A under "Swingline Commitment".

     "Swingline Loans": as defined in Section 2.3(a).

     "Swingline Participation Amount": as defined in Section 2.4(c).

     "Total  Debt":  all  Indebtedness  of the  Borrower  and  its  Subsidiaries
described in clause (a), (c) or (e) of the definition thereof.

     "Total  Revolving  Commitments":  at any time, the aggregate  amount of the
Revolving Commitments then in effect.


<PAGE>


     "Total Revolving  Extensions of Credit":  at any time, the aggregate amount
of the Revolving  Extensions of Credit of the Revolving  Lenders  outstanding at
such time.

     "Transferee": any Assignee or Participant.

     "Type": as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.

     "United States": the United States of America.

     "VA": the Veterans Administration or any successor thereto.

     "Wholly Owned  Subsidiary":  as to any Person,  any other Person all of the
Capital Stock of which (other than directors' qualifying shares required by law)
is owned by such Person directly and/or through other Wholly Owned Subsidiaries.

     "Year 2000 Compliant" : as defined in Section 3.18.

     "Year 2000 Compliance" : as defined in Section 3.18.

     "Year 2000 Systems" : as defined in Section 3.18.


     1.2 Other Definitional Provisions.  (a) Unless otherwise specified therein,
all terms defined in this Agreement shall have the defined meanings when used in
the other Loan Documents or any  certificate or other document made or delivered
pursuant hereto or thereto.

     (b As used herein and in the other Loan  Documents,  and any certificate or
other  document made or delivered  pursuant  hereto or thereto,  (i)  accounting
terms relating to the Borrower and its  Subsidiaries  not defined in Section 1.1
and  accounting  terms partly defined in Section 1.1, to the extent not defined,
shall have the  respective  meanings  given to them under  GAAP,  (ii) the words
"include",  "includes"  and  "including"  shall be deemed to be  followed by the
phrase "without  limitation",  (iii) the word "incur" shall be construed to mean
incur,  create,  issue,  assume,  become liable in respect of or suffer to exist
(and the words "incurred" and "incurrence" shall have correlative meanings), and
(iv) the  words  "asset"  and  "property"  shall be  construed  to have the same
meaning and effect and to refer to any and all  tangible and  intangible  assets
and properties,  including cash, Capital Stock, securities,  revenues, accounts,
leasehold interests and contract rights.

     (c 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 Section,  Schedule and Exhibit
references are to this Agreement unless otherwise specified.

     (d The meanings given to terms defined  herein shall be equally  applicable
to both the singular and plural forms of such terms.

                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS



<PAGE>


     2.1 Revolving Commitments.  (a) Subject to the terms and conditions hereof,
each  Revolving   Lender   severally  agrees  to  make  revolving  credit  loans
("Revolving  Loans") to the  Borrower  from time to time  during  the  Revolving
Commitment  Period in an aggregate  principal amount at any one time outstanding
which,  when  added  to such  Lender's  Revolving  Percentage  of the  aggregate
principal  amount of the Swingline Loans then  outstanding,  does not exceed the
amount of such Lender's Revolving  Commitment.  During the Revolving  Commitment
Period the Borrower may use the Revolving  Commitments  by borrowing,  prepaying
the Revolving Loans in whole or in part, and reborrowing, all in accordance with
the terms and conditions  hereof;  provided that the sum of the Total  Revolving
Extensions  of  Credit  plus  the  aggregate  principal  amount  of  outstanding
Competitive Loans at any time shall not exceed the Total Revolving  Commitments.
The Revolving  Loans may from time to time be Eurodollar  Loans or ABR Loans, as
determined  by  the  Borrower  and  notified  to  the  Administrative  Agent  in
accordance with Sections 2.2 and 2.9.

     (b) The  Borrower  shall  repay  all  outstanding  Revolving  Loans  on the
Maturity Date.

     2.2 Procedure for Revolving Loan  Borrowing.  The Borrower may borrow under
the Revolving Commitments during the Revolving Commitment Period on any Business
Day, provided that the Borrower shall give the Administrative  Agent irrevocable
notice (which notice must be received by the Administrative Agent prior to 12:00
Noon,  New York  City  time,  (a) three  Business  Days  prior to the  requested
Borrowing  Date,  in the  case  of  Eurodollar  Loans,  or (b) on the  requested
Borrowing Date, in the case of ABR Loans), specifying (i) the amount and Type of
Revolving Loans to be borrowed,  (ii) the requested  Borrowing Date and (iii) in
the case of Eurodollar  Loans, the respective  amounts of each such Type of Loan
and  the  respective  lengths  of the  initial  Interest  Period  therefor.  Any
Revolving  Loans made on the Closing  Date shall  initially  be ABR Loans.  Each
borrowing under the Revolving  Commitments shall be in an amount equal to (x) in
the case of ABR Loans,  $15,000,000  or a whole multiple of $5,000,000 in excess
thereof (or, if the then aggregate Available Revolving Commitments are less than
$15,000,000,  such  lesser  amount)  and (y) in the  case of  Eurodollar  Loans,
$25,000,000 or a whole multiple of $5,000,000 in excess thereof  provided,  that
any Swingline  Lender may request,  on behalf of the Borrower,  borrowings under
the  Revolving  Commitments  that are ABR  Loans in other  amounts  pursuant  to
Section  2.4.  Upon  receipt  of  any  such  notice  from  the   Borrower,   the
Administrative  Agent shall promptly notify each Revolving Lender thereof.  Each
Revolving  Lender  will make the amount of its pro rata share of each  borrowing
available  to the  Administrative  Agent for the account of the  Borrower at the
Funding  Office prior to 1:00 p.m.,  New York City time, on the  Borrowing  Date
requested by the Borrower in funds immediately  available to the  Administrative
Agent.  Such  borrowing  will  then be made  available  to the  Borrower  by the
Administrative  Agent crediting the account of the Borrower on the books of such
office with the  aggregate of the amounts made  available to the  Administrative
Agent  by  the  Revolving   Lenders  and  in  like  funds  as  received  by  the
Administrative   Agent.  Any  borrowing  made  while  any  Swingline  Loans  are
outstanding  must include  sufficient  borrowings to repay such Swingline Loans,
and such Swingline  Loans shall be repaid with the proceeds  thereof on the date
of such borrowing.



<PAGE>


     2.3 Swingline  Commitment.  (a) Subject to the terms and conditions hereof,
each  Swingline  Lender agrees to make a portion of the credit  available to the
Borrower under the Revolving  Commitments from time to time during the Revolving
Commitment Period by making Swingline loans ("Swingline Loans") to the Borrower;
provided that (i) the aggregate principal amount of Swingline Loans made by each
Swingline  Lender  outstanding  at any  time  shall  not  exceed  the  Swingline
Commitment of such Swingline  Lender then in effect  (notwithstanding  that such
Swingline  Loans  outstanding at any time,  when  aggregated with such Swingline
Lender's other outstanding Revolving Loans hereunder,  may exceed such Swingline
Commitment  then in effect)  and (ii) the  Borrower  shall not  request,  and no
Swingline  Lender shall make,  any Swingline Loan if, after giving effect to the
making of such Swingline Loan, the aggregate  amount of the Available  Revolving
Commitment would be less than zero. During the Revolving  Commitment Period, the
Borrower  may  use  the  Swingline   Commitment   by  borrowing,   repaying  and
reborrowing,  all in accordance with the terms and conditions hereof;  provided,
further,  that the sum of the Total  Revolving  Extensions  of  Credit  plus the
aggregate  principal amount of outstanding  Competitive  Loans at any time shall
not exceed the Total Revolving Commitments.  Swingline Loans shall bear interest
at the rate set forth in Section 2.11 applicable thereto.

     (b  The  Borrower  shall  repay  all  outstanding  Swingline  Loans  on the
Revolving Termination Date.

     2.4 Procedure for Swingline  Borrowing;  Refunding of Swingline  Loans. (a)
Whenever the Borrower desires that the Swingline Lenders make Swingline Loans it
shall  give the  Swingline  Lenders  and the  Administrative  Agent  irrevocable
telephonic notice confirmed promptly in writing (which telephonic notice must be
received by the Swingline  Lenders not later than 2:00 p.m., New York City time,
on the proposed  Borrowing  Date),  specifying (i) the amount to be borrowed and
(ii) the  requested  Borrowing  Date (which  shall be a Business  Day during the
Revolving  Commitment  Period).  Each borrowing  under the Swingline  Commitment
shall be in an amount equal to $2,500,000  or a whole  multiple of $1,000,000 in
excess  thereof.  Not later than 3:00 p.m., New York City time, on the Borrowing
Date specified in a notice in respect of Swingline Loans, the Swingline  Lenders
shall make available to the Administrative Agent at the Funding Office an amount
in immediately  available funds equal to their  respective pro rata share of the
amount of the Swingline Loans so requested.  The Administrative Agent shall make
the proceeds of such Swingline Loans available to the Borrower on such Borrowing
Date by  depositing  such  proceeds  in the  account  of the  Borrower  with the
Administrative Agent on such Borrowing Date in immediately available funds.

     (b Each Swingline Lender, at any time and from time to time in its sole and
absolute  discretion  may, on behalf of the Borrower  (which hereby  irrevocably
directs the  Swingline  Lenders to act on its  behalf),  on notice given by such
Swingline  Lender no later than 10:00  a.m.,  New York City time,  request  each
Revolving  Lender to make,  and each  Revolving  Lender hereby agrees to make, a
Revolving  Loan which will  initially be an ABR Loan, in an amount equal to such
Revolving Lender's Revolving Percentage of the aggregate amount of the Swingline
Loans (the "Refunded  Swingline Loans")  outstanding on the date of such notice,
to repay the Swingline  Lenders.  Each Revolving Lender shall make the amount of
such Revolving Loan available to the Administrative  Agent at the Funding Office
in immediately  available funds, not later than 3:00 p.m, New York City time, on
the  date of  such  notice.  The  proceeds  of such  Revolving  Loans  shall  be
immediately made available by the Administrative Agent to the Swingline Lenders,
pro rata based on their then outstanding Swingline Loans, for application by the
Swingline Lenders to the repayment of the Refunded Swingline Loans. The Borrower
irrevocably  authorizes each Swingline Lender to charge the Borrower's  accounts
with the Administrative  Agent (up to the amount available in each such account)
in order to immediately  pay the amount of such Refunded  Swingline Loans to the
extent amounts  received from the Revolving  Lenders are not sufficient to repay
in full such Refunded Swingline Loans.

     (c If prior to the time a  Revolving  Loan would have  otherwise  been made
pursuant to Section  2.4(b),  one of the events  described in Section 7(f) shall
have occurred and be continuing with respect to the Borrower or if for any other
reason, as determined by any Swingline Lender in its sole discretion,  Revolving
Loans may not be made as contemplated by Section 2.4(b),  each Revolving  Lender
shall,  on the date such  Revolving  Loan was to have been made  pursuant to the
notice referred to in Section 2.4(b) (the "Refunding  Date"),  purchase for cash
an undivided  participating  interest in the then outstanding Swingline Loans by
paying to each Swingline Lender an amount (the "Swingline Participation Amount")
equal to (i) such Revolving Lender's Revolving  Percentage times (ii) the sum of
the aggregate  principal amount of Swingline Loans then outstanding that were to
have been  repaid with such  Revolving  Loans  together  with  accrued  interest
thereon.



<PAGE>


     (d Whenever,  at any time after any Swingline  Lender has received from any
Revolving Lender such Lender's Swingline  Participation  Amount,  such Swingline
Lender  receives any payment on account of the  Swingline  Loans,  the Swingline
Lender  will  distribute  to such  Lender  its  Swingline  Participation  Amount
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender's  participating  interest was  outstanding and
funded and, in the case of  principal  and  interest  payments,  to reflect such
Lender's pro rata portion of such payment if such payment is not  sufficient  to
pay the principal of and interest on all Swingline Loans then due) in respect of
such Swingline Lender's Swingline Loans;  provided,  however,  that in the event
that such payment  received by such Swingline Lender is required to be returned,
such Revolving  Lender will return to such Swingline  Lender any portion thereof
previously distributed to it by such Swingline Lender.

     (e Each Revolving Lender's  obligation to make the Revolving Loans referred
to in Section 2.4(b) and to purchase participating interests pursuant to Section
2.4(c)  shall be  absolute  and  unconditional  and shall not be affected by any
circumstance,  including (i) any setoff,  counterclaim,  recoupment,  defense or
other right that such  Revolving  Lender or the  Borrower  may have  against any
Swingline  Lender,  the Borrower or any other Person for any reason  whatsoever;
(ii) the  occurrence or  continuance  of a Default or an Event of Default or the
failure to satisfy any of the other conditions specified in Section 5; (iii) any
adverse change in the condition  (financial or otherwise) of the Borrower;  (iv)
any breach of this  Agreement or any other Loan  Document by the Borrower or any
other  Revolving  Lender;  or (v) any  other  circumstance,  happening  or event
whatsoever, whether or not similar to any of the foregoing.

     2.5  Facility   Fees,   etc.  (a)  The  Borrower   agrees  to  pay  to  the
Administrative Agent for the account of each Revolving Lender a facility fee for
the period from and  including the Closing Date to the last day of the Revolving
Commitment Period, computed at the Facility Fee Rate on the average daily amount
of the  Revolving  Commitment of such Lender during the period for which payment
is made,  payable  quarterly in arrears on the last  Business Day of each March,
June,  September  and  December,  commencing on the first of such dates to occur
after the date hereof, and on the Revolving Termination Date or any earlier date
of termination.

     (b The Borrower agrees to pay to the  Administrative  Agent the fees in the
amounts and on the dates previously agreed to in writing by the Borrower and the
Administrative Agent.

     2.6 Termination or Reduction of Revolving  Commitments.  The Borrower shall
have  the  right,  upon  not  less  than  three  Business  Days'  notice  to the
Administrative  Agent  (which shall  promptly  notify each of the  Lenders),  to
terminate the Revolving  Commitments or, from time to time, to reduce the amount
of the Revolving Commitments;  provided that no such termination or reduction of
Revolving  Commitments shall be permitted if, after giving effect thereto and to
any prepayments of the Revolving  Loans made on the effective date thereof,  the
Total Revolving  Extensions of Credit and the Competitive Loans would exceed the
Total Revolving  Commitments.  Any such reduction shall be in an amount equal to
$1,000,000,  or a whole  multiple  thereof,  and shall  reduce  permanently  the
Revolving Commitments then in effect.



<PAGE>


     2.7 Competitive Bid Procedure.  (a) Subject to the terms and conditions set
forth  herein,  from time to time  during the  Revolving  Commitment  Period the
Borrower may request Competitive Bids and may (but shall not have any obligation
to) accept Competitive Bids and borrow Competitive Loans;  provided that the sum
of the Total Revolving  Extensions of Credit plus the aggregate principal amount
of  outstanding  Competitive  Loans at any  time  shall  not  exceed  the  Total
Revolving  Commitments.  To request  Competitive Bids, the Borrower shall notify
the  Administrative  Agent  of  such  request  by  telephone,  in the  case of a
Eurodollar Competitive Loan, not later than 12:00 Noon, New York City time, four
Business  Days before the date of the proposed  borrowing  and, in the case of a
Fixed Rate Competitive  Loan, not later than 10:00 a.m., New York City time, one
Business  Day  before  the date of the  proposed  Borrowing;  provided  that the
Borrower may submit up to (but not more than) three  Competitive Bid Requests on
the same day,  but a  Competitive  Bid  Request  shall not be made  within  five
Business Days after the date of any previous Competitive Bid Request, unless any
and all such previous  Competitive Bid Requests shall have been withdrawn or all
Competitive Bids received in response thereto rejected, and each Competitive Bid
Request  must  refer  solely  to  Eurodollar  Competitive  Loans or  Fixed  Rate
Competitive  Loans.  Each  such  telephonic  Competitive  Bid  Request  shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written  Competitive Bid Request in a form approved by the Administrative  Agent
and signed by the Borrower.  Each such  telephonic and written  Competitive  Bid
Request shall specify the following information:

     (i) the aggregate amount of the requested borrowing;

     (ii) the date of such borrowing, which shall be a Business Day;

     (iii) whether such borrowing is to be a Eurodollar Competitive Borrowing or
a Fixed Rate Competitive Borrowing; and

     (iv) the Interest Period to be applicable to such borrowing, which shall be
a period contemplated by the definition of the term "Interest Period".

Promptly  following receipt of a Competitive Bid Request in accordance with this
Section,  the  Administrative  Agent  shall  notify the  Lenders of the  details
thereof by telecopy, inviting the Lenders to submit Competitive Bids.

     (b Each Lender may (but shall not have any  obligation to) make one or more
Competitive Bids to the Borrower in response to a Competitive Bid Request.  Each
Competitive  Bid by a Lender must be in a form  approved  by the  Administrative
Agent and must be received by the Administrative Agent by telecopy,  in the case
of a Eurodollar Competitive Borrowing,  not later than 10:30 a.m., New York City
time,  three  Business  Days  before  the  proposed  date  of  such  Competitive
Borrowing, and in the case of a Fixed Rate Competitive Borrowing, not later than
10:30  a.m.,  New York  City  time,  on the  proposed  date of such  Competitive
Borrowing.  Competitive  Bids  that do not  conform  substantially  to the  form
approved  by the  Administrative  Agent may be  rejected  by the  Administrative
Agent,  and the  Administrative  Agent  shall  notify the  applicable  Lender as
promptly as  practicable.  Each  Competitive Bid shall specify (i) the principal
amount  (which  shall be a minimum of  $5,000,000  and an  integral  multiple of
$1,000,000 and which may equal the entire  principal  amount of the  Competitive
Borrowing  requested by the Borrower) of the Competitive  Loan or Loans that the
applicable  Lender is willing to make, (ii) the Competitive Bid Rate or Rates at
which  such  Lender  is  prepared  to make such  Loan or Loans  (expressed  as a
percentage  rate per annum in the form of a decimal to no more than four decimal
places) and (iii) the Interest Period  applicable to each such Loan and the last
day thereof.

     (c The Administrative  Agent shall promptly notify the Borrower by telecopy
of the  Competitive  Bid  Rate  and  the  principal  amount  specified  in  each
Competitive  Bid and the  identity  of the  Lender  that  shall  have  made such
Competitive Bid.



<PAGE>


     (d Subject  only to the  provisions  of this  paragraph,  the  Borrower may
accept  or  reject  any   Competitive   Bid.  The  Borrower   shall  notify  the
Administrative  Agent by telephone,  confirmed by telecopy in a form approved by
the Administrative Agent, whether and to what extent it has decided to accept or
reject each Competitive Bid, in the case of a Eurodollar  Competitive Borrowing,
not later than 10:30 a.m.,  New York City time,  three  Business Days before the
date of the  proposed  Competitive  Borrowing,  and in the case of a Fixed  Rate
Competitive  Borrowing,  not later than 10:30 a.m.,  New York City time,  on the
proposed  date of the subject  borrowing;  provided  that (i) the failure of the
Borrower  to  give  such  notice  shall  be  deemed  to be a  rejection  of each
Competitive  Bid, (ii) the Borrower shall not accept a Competitive Bid made at a
particular  Competitive Bid Rate if the Borrower  rejects a Competitive Bid made
at a lower  Competitive Bid Rate,  (iii) the aggregate amount of the Competitive
Bids  accepted  by the  Borrower  shall not exceed the  aggregate  amount of the
requested borrowing  specified in the related  Competitive Bid Request,  (iv) to
the extent  necessary to comply with clause (iii) above, the Borrower may accept
Competitive  Bids at the same  Competitive  Bid Rate in part,  which  acceptance
shall be made pro rata in  accordance  with the amount of each such  Competitive
Bid, and (v) except  pursuant to clause (iv) above,  no Competitive Bid shall be
accepted for a  Competitive  Loan unless such  Competitive  Loan is in a minimum
principal amount of $5,000,000 and an integral multiple of $1,000,000;  provided
further  that if a  Competitive  Loan must be in an amount less than  $5,000,000
because of the provisions of clause (iv) above, such Competitive Loan may be for
a minimum of $1,000,000 or any integral multiple thereof, and in calculating the
pro rata allocation of acceptances of portions of multiple Competitive Bids at a
particular  Competitive  Bid Rate  pursuant to clause (iv) the amounts  shall be
rounded to  integral  multiples  of  $1,000,000  in a manner  determined  by the
Borrower.  A notice given by the Borrower  pursuant to this  paragraph  shall be
irrevocable.

     (e The  Administrative  Agent shall promptly notify (i) each bidding Lender
by telecopy  whether or not its  Competitive  Bid has been accepted (and, if so,
the amount and  Competitive Bid Rate so accepted),  and each  successful  bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the  Competitive  Loan in respect of which its Competitive Bid has been accepted
and (ii) each other Lender of the amount,  Interest  Period and  Competitive Bid
Rate of such Competitive Loan.

     (f If the entity which is the Administrative  Agent shall elect to submit a
Competitive  Bid in its capacity as a Lender,  it shall submit such  Competitive
Bid  directly to the  Borrower at least one quarter of an hour  earlier than the
time by which the other Lenders are required to submit their Competitive Bids to
the Administrative Agent pursuant to paragraph (b) of this Section.

     2.8  Optional  Prepayments.  The  Borrower may at any time and from time to
time prepay the Loans,  in whole or in part,  without  premium or penalty,  upon
irrevocable notice delivered to the Administrative Agent at least three Business
Days prior thereto in the case of Eurodollar  Loans and prior to 12:00 Noon (New
York City time) on the Business Day of such prepayment in the case of ABR Loans,
which notice  shall  specify the date and amount of  prepayment  and whether the
prepayment is of Eurodollar Loans or ABR Loans;  provided,  that if a Eurodollar
Loan is  prepaid  on any day  other  than the last  day of the  Interest  Period
applicable  thereto,  the Borrower  shall also pay any amounts owing pursuant to
Section  2.17.  Upon receipt of any such notice the  Administrative  Agent shall
promptly notify each relevant Lender thereof.  If any such notice is given,  the
amount  specified in such notice shall be due and payable on the date  specified
therein, together with (except in the case of Revolving Loans that are ABR Loans
and  Swingline  Loans)  accrued  interest  to such date on the  amount  prepaid.
Partial  prepayments  of  Revolving  Loans and  Swingline  Loans  shall be in an
aggregate  principal  amount of $10,000,000 or a whole multiple of $5,000,000 in
excess  thereof.  Notwithstanding  the foregoing,  Competitive  Loans may not be
repaid unless otherwise agreed to by the relevant Lender.



<PAGE>


     2.9 Conversion and  Continuation  Options.  (a) The Borrower may elect from
time to time to convert  Revolving Loans that are Eurodollar  Loans to Revolving
Loans  that are ABR  Loans  by  giving  the  Administrative  Agent at least  two
Business Days' prior irrevocable notice of such election, provided that any such
conversion of  Eurodollar  Loans may only be made on the last day of an Interest
Period with respect thereto. The Borrower may elect from time to time to convert
Revolving Loans that are ABR Loans to Revolving Loans that are Eurodollar  Loans
by  giving  the  Administrative  Agent  at  least  three  Business  Days'  prior
irrevocable  notice of such  election  (which notice shall specify the length of
the  initial  Interest  Period  therefor),  provided  that  no ABR  Loan  may be
converted  into a Eurodollar  Loan when any Event of Default has occurred and is
continuing  and  the  Administrative  Agent  has or the  Required  Lenders  have
determined in its or their sole discretion not to permit such conversions.  Upon
receipt of any such notice the  Administrative  Agent shall promptly notify each
relevant Lender thereof.

     (b Any  Revolving  Loan that is a Eurodollar  Loan may be continued as such
upon the expiration of the then current  Interest Period with respect thereto by
the  Borrower  giving  irrevocable  notice  to  the  Administrative   Agent,  in
accordance  with the  applicable  provisions of the term  "Interest  Period" set
forth in Section 1.1, of the length of the next Interest Period to be applicable
to such Loans,  provided that no such  Eurodollar  Loan may be continued as such
when any Event of Default has occurred and is continuing and the  Administrative
Agent  has or the  Required  Lenders  have  determined  in  its  or  their  sole
discretion not to permit such continuations,  and provided, further, that if the
Borrower  shall  fail to give any  required  notice as  described  above in this
paragraph or if such  continuation  is not  permitted  pursuant to the preceding
proviso such Loans shall be automatically converted to ABR Loans on the last day
of such then  expiring  Interest  Period.  Upon  receipt of any such  notice the
Administrative Agent shall promptly notify each Lender thereof.

     2.10 Limitations on Eurodollar  Tranches.  Notwithstanding  anything to the
contrary in this Agreement,  all borrowings,  conversions and  continuations  of
Revolving  Loans that are  Eurodollar  Loans  hereunder  and all  selections  of
Interest Periods hereunder shall be in such amounts and be made pursuant to such
elections so that no more than twenty  Eurodollar  Tranches shall be outstanding
at any one time.

     2.11  Interest  Rates;  Payment  Dates;  Evidence  of Debt.  (a) Subject to
clauses (d) and (e) below,  each Revolving Loan that is a Eurodollar  Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the  Eurodollar  Rate  determined  for such day plus the
Applicable Margin.

     (b Subject to clauses (d) and (e) below,  each ABR Loan shall bear interest
at a rate per annum equal to the ABR.

     (c Subject to clauses  (d) and (e) below,  each  Swingline  Loan shall bear
interest at a rate per annum equal to the Federal Funds  Effective Rate plus * *
* * *

     (d  Notwithstanding  the  provisions of the foregoing  clauses (a), (b) and
(c), for each day during the period from and including  November 1, 1999 through
and including March 1, 2000 all Revolving and Swingline Loans will bear interest
at a rate per annum equal to the higher of (i) * * * * *(ii) * * * * *or, in the
case of Revolving and Swingline  Loans with respect to which a borrowing  notice
complying  with the  applicable  provisions of Section 2.2 or 2.4 is received by
the  Administrative  Agent fewer than three Business Days prior to the Borrowing
Date therefor,  a rate per annum equal to * * * * * for the first three Business
Days after such borrowing.



<PAGE>


     (e (i) If all or a portion of the principal amount of any Loan shall not be
paid when due (whether at the stated  maturity,  by  acceleration or otherwise),
such overdue  amount  shall bear  interest at a rate per annum equal to the rate
that would otherwise be applicable thereto pursuant to this Agreement plus * * *
* * and (ii) if all or a  portion  of any  interest  payable  on any Loan or any
facility  fee or other  amount  payable  hereunder  shall  not be paid  when due
(whether at the stated  maturity,  by acceleration  or otherwise),  such overdue
amount shall bear interest at a rate per annum equal to the rate then applicable
to ABR  Loans  plus * * * * *, in each  case  from the date of such  non-payment
until such amount is paid in full (as well after as before judgment).

     (f) Interest  shall be payable in arrears on each  Interest  Payment  Date,
provided that interest  accruing pursuant to paragraph (e) of this Section shall
be payable from time to time on demand.

     (g) The Borrower agrees that, upon the request to the Administrative  Agent
by any Lender, the Borrower will execute and deliver to such Lender a promissory
note of the  Borrower  evidencing  any  Revolving  Loans,  Competitive  Loans or
Swingline Loans, as the case may be, of such Lender,  substantially in the forms
of Exhibit D-1, D-2 or D-3, respectively, with appropriate insertions as to date
and principal amount.

     2.12  Computation  of Interest  and Fees.  (a)  Interest  and fees  payable
pursuant  hereto  shall be  calculated  on the basis of a  360-day  year for the
actual days elapsed, except that, with respect to ABR Loans the rate of interest
on which is  calculated  on the basis of the Prime Rate,  the  interest  thereon
shall be  calculated  on the basis of a 365- (or  366-,  as the case may be) day
year for the actual  days  elapsed.  The  Administrative  Agent shall as soon as
practicable  notify the Borrower and the relevant Lenders of each  determination
of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change  in  the  ABR or  the  Eurocurrency  Reserve  Requirements  shall  become
effective as of the opening of business on the day on which such change  becomes
effective.  The  Administrative  Agent shall as soon as  practicable  notify the
Borrower and the relevant  Lenders of the effective  date and the amount of each
such change in interest rate.

     (b) Each  determination  of an interest  rate by the  Administrative  Agent
pursuant to any provision of this  Agreement  shall be conclusive and binding on
the   Borrower  and  the  Lenders  in  the  absence  of  manifest   error.   The
Administrative  Agent  shall,  at the  request of the  Borrower,  deliver to the
Borrower a statement showing the quotations used by the Administrative  Agent in
determining any interest rate pursuant to Section 2.11(a).

     2.13 Inability to Determine Interest Rate. If prior to the first day of any
Interest Period:

     (a) the  Administrative  Agent shall have determined  (which  determination
shall  be  conclusive  and  binding  upon  the  Borrower)  that,  by  reason  of
circumstances  affecting the relevant  market,  adequate and reasonable means do
not exist for ascertaining the Eurodollar Rate for such Interest Period, or

     (b) the  Administrative  Agent shall have received notice from the Required
Lenders  that  the  Eurodollar  Rate  determined  or to be  determined  for such
Interest  Period will not adequately and fairly reflect the cost to such Lenders
(as  conclusively  certified  by such  Lenders) of making or  maintaining  their
affected Loans during such Interest Period,



<PAGE>


the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant  Lenders as soon as  practicable  thereafter.  If such
notice is given (x) any Revolving Loan that are Eurodollar Loans requested to be
made on the first day of such  Interest  Period shall be made as ABR Loans,  (y)
any Loans  that were to have been  converted  on the first day of such  Interest
Period  to  Eurodollar  Loans  shall  be  continued  as ABR  Loans  and  (z) any
outstanding Revolving Loans that are Eurodollar Loans shall be converted, on the
last day of the then-current  Interest Period,  to ABR Loans.  Until such notice
has been withdrawn by the  Administrative  Agent,  no further  Eurodollar  Loans
shall be made or  continued as such,  nor shall the  Borrower  have the right to
convert ABR Loans to Eurodollar Loans.

     2.14 Pro Rata Treatment and Payments. (a) Each borrowing of Revolving Loans
by the  Borrower  from the Lenders  hereunder,  each  payment by the Borrower on
account of any facility fee and any reduction of the  Commitments of the Lenders
shall be made pro rata according to the Revolving Percentages of the Lenders.

     (b) Each payment  (including each prepayment) by the Borrower on account of
principal  of and  interest  on the  Revolving  Loans  shall  be made  pro  rata
according to the respective outstanding principal amounts of the Revolving Loans
then held by the Revolving Lenders.

     (c)  All  payments  (including  prepayments)  to be  made  by the  Borrower
hereunder,  whether on account of principal,  interest, fees or otherwise, shall
be made without  setoff or  counterclaim  and shall be made prior to 12:00 Noon,
New York City time, on the due date thereof to the Administrative Agent, for the
account of the  relevant  Lenders,  at the  Funding  Office,  in Dollars  and in
immediately  available  funds.  The  Administrative  Agent shall distribute such
payments  to the  relevant  Lenders  promptly  upon  receipt  in like  funds  as
received. If any payment hereunder (other than payments on the Eurodollar Loans)
becomes due and payable on a day other than a Business  Day,  such payment shall
be extended to the next succeeding  Business Day. If any payment on a Eurodollar
Loan  becomes due and payable on a day other than a Business  Day,  the maturity
thereof shall be extended to the next succeeding  Business Day unless the result
of such extension  would be to extend such payment into another  calendar month,
in which event such payment shall be made on the immediately  preceding Business
Day. In the case of any  extension of any payment of  principal  pursuant to the
preceding  two  sentences,  interest  thereon  shall  be  payable  at  the  then
applicable rate during such extension.

     (d) Unless the Administrative  Agent shall have been notified in writing by
any Lender  prior to a borrowing  that such Lender will not make the amount that
would  constitute  its share of such borrowing  available to the  Administrative
Agent,  the  Administrative  Agent may assume  that such  Lender is making  such
amount available to the Administrative  Agent, and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. If such amount is not made available to the Administrative  Agent by the
required  time on the  Borrowing  Date  therefor,  such Lender  shall pay to the
Administrative  Agent,  on demand,  such amount with interest  thereon at a rate
equal to the daily  average  Federal Funds  Effective  Rate for the period until
such Lender makes such amount immediately available to the Administrative Agent.
A certificate of the  Administrative  Agent submitted to any Lender with respect
to any amounts owing under this paragraph  shall be conclusive in the absence of
manifest  error.  If such Lender's share of such borrowing is not made available
to the  Administrative  Agent by such Lender within three  Business Days of such
Borrowing Date, the Administrative  Agent shall also be entitled to recover such
amount  with  interest  thereon at the rate per annum equal to the higher of the
rate at which such borrowing  then bears interest and the daily average  Federal
Funds  Effective  Rate in effect for such  period  (subject,  in each  case,  to
Section 2.11(d)), on demand, from the Borrower.



<PAGE>


     (e) Unless the Administrative  Agent shall have been notified in writing by
the  Borrower  prior to the date of any payment  being made  hereunder  that the
Borrower  will  not  make  such  payment  to  the   Administrative   Agent,  the
Administrative  Agent may assume that the Borrower is making such  payment,  and
the  Administrative  Agent may, but shall not be required  to, in reliance  upon
such  assumption,  make available to the relevant  Lenders their  respective pro
rata  shares  of a  corresponding  amount.  If such  payment  is not made to the
Administrative Agent by the Borrower within three Business Days of such required
date, the  Administrative  Agent shall be entitled to recover,  on demand,  from
each Lender to which any amount was made  available  pursuant  to the  preceding
sentence,  such amount with interest  thereon at the rate per annum equal to the
daily average Federal Funds  Effective  Rate.  Nothing herein shall be deemed to
limit the rights of the Administrative Agent or any Lender against the Borrower.

     2.15  Requirements  of Law.  (a) If the  adoption  of or any  change in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive  (whether or not having the force of
law) from any central bank or other  Governmental  Authority made  subsequent to
the date hereof:

(i)  shall subject any Lender to any tax of any kind  whatsoever with respect to
     this  Agreement or any  Eurodollar  Loan made by it, or change the basis of
     taxation  of  payments  to such  Lender  in  respect  thereof  (except  for
     Non-Excluded  Taxes  covered by Section 2.16 and changes in the rate of tax
     on the overall net income of such Lender);

(ii) shall  impose,  modify or hold  applicable  any reserve,  special  deposit,
     compulsory loan or similar  requirement against assets held by, deposits or
     other  liabilities  in or for the  account  of,  advances,  loans  or other
     extensions of credit by, or any other  acquisition  of funds by, any office
     of such Lender that is not otherwise  included in the  determination of the
     Eurodollar Rate hereunder; or

(iii) shall impose on such Lender any other condition;

and the result of any of the  foregoing  is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making,  converting into,
continuing or maintaining  Eurodollar  Loans, or to reduce any amount receivable
hereunder  in respect  thereof,  then,  in any such  case,  the  Borrower  shall
promptly pay such Lender,  upon its demand,  any additional amounts necessary to
compensate such Lender for such increased cost or reduced amount receivable.  If
any Lender  becomes  entitled to claim any additional  amounts  pursuant to this
paragraph,   it  shall  promptly  notify  the  Borrower  (with  a  copy  to  the
Administrative Agent) of the event by reason of which it has become so entitled.

     (b) If any Lender shall have  determined that the adoption of or any change
in any Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or any corporation  controlling
such Lender with any request or directive regarding capital adequacy (whether or
not having the force of law) from any Governmental  Authority made subsequent to
the date  hereof  shall have the effect of  reducing  the rate of return on such
Lender's  or such  corporation's  capital as a  consequence  of its  obligations
hereunder to a level below that which such Lender or such corporation could have
achieved but for such adoption,  change or compliance (taking into consideration
such Lender's or such  corporation's  policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission  by such Lender to the  Borrower  (with a copy to the  Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender such
additional  amount or amounts as will compensate such Lender or such corporation
for such  reduction;  provided  that  the  Borrower  shall  not be  required  to
compensate a Lender  pursuant to this  paragraph  for any amounts  incurred more
than six months prior to the date that such Lender notifies the Borrower of such
Lender's intention to claim compensation therefor; and provided further that, if
the circumstances giving rise to such claim have a retroactive effect, then such
six-month  period  shall be extended  to include the period of such  retroactive
effect.



<PAGE>


     (c) A certificate as to any  additional  amounts  payable  pursuant to this
Section   submitted  by  any  Lender  to  the  Borrower  (with  a  copy  to  the
Administrative  Agent) shall be conclusive in the absence of manifest error. The
obligations  of  the  Borrower  pursuant  to  this  Section  shall  survive  the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

     2.16 Taxes.  (a) All  payments  made by the Borrower  under this  Agreement
shall be made free and clear of, and without  deduction or withholding for or on
account of, any present or future income, stamp or other taxes, levies, imposts,
duties,  charges,  fees,  deductions or withholdings,  now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding
net income  taxes and  franchise  taxes  (imposed  in lieu of net income  taxes)
imposed  on the  Administrative  Agent or any Lender as a result of a present or
former  connection  between  the  Administrative  Agent or such  Lender  and the
jurisdiction of the  Governmental  Authority  imposing such tax or any political
subdivision  or  taxing  authority  thereof  or  therein  (other  than  any such
connection  arising solely from the  Administrative  Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced,  this Agreement or any other Loan Document).  If any such non-excluded
taxes,  levies,  imposts,  duties,  charges,  fees,  deductions or  withholdings
("Non-Excluded  Taxes") or Other  Taxes are  required  to be  withheld  from any
amounts payable to the Administrative Agent or any Lender hereunder, the amounts
so payable to the Administrative  Agent or such Lender shall be increased to the
extent  necessary  to yield to the  Administrative  Agent or such Lender  (after
payment of all  Non-Excluded  Taxes and Other Taxes)  interest or any such other
amounts  payable  hereunder  at the rates or in the  amounts  specified  in this
Agreement,  provided,  however,  that the  Borrower  shall  not be  required  to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply (if required)
with the  requirements  of paragraph (d) or (e) of this Section or (ii) that are
United States withholding taxes imposed on amounts payable to such Lender at the
time such Lender  becomes a party to this  Agreement,  except to the extent that
such Lender's  assignor (if any) was  entitled,  at the time of  assignment,  to
receive  additional  amounts from the Borrower with respect to such Non-Excluded
Taxes pursuant to this paragraph.

     (b) In  addition,  the  Borrower  shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

     (c)  Whenever  any  Non-Excluded  Taxes or Other  Taxes are  payable by the
Borrower,  as promptly as possible  thereafter  the  Borrower  shall send to the
Administrative  Agent for its own  account or for the  account  of the  relevant
Lender,  as the case may be, a certified  copy of an original  official  receipt
received by the Borrower showing payment  thereof.  If the Borrower fails to pay
any  Non-Excluded  Taxes  or Other  Taxes  when  due to the  appropriate  taxing
authority or fails to remit to the Administrative Agent the required receipts or
other  required   documentary   evidence,   the  Borrower  shall  indemnify  the
Administrative  Agent and the Lenders  for any  incremental  taxes,  interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure.



<PAGE>


     (d) Each  Lender (or  Transferee)  that is not a citizen or resident of the
United States of America, a corporation,  partnership or other entity created or
organized  in or  under  the  laws  of the  United  States  of  America  (or any
jurisdiction  thereof), or any estate or trust that is subject to federal income
taxation  regardless  of the source of its income (a  "Non-U.S.  Lender")  shall
deliver to the  Borrower  and the  Administrative  Agent  (or,  in the case of a
Participant,  to the Lender from which the related participation shall have been
purchased) two copies of either U.S.  Internal Revenue Service Form 1001 or Form
4224, or, in the case of a Non-U.S.  Lender claiming exemption from U.S. federal
withholding  tax under  Section  871(h) or  881(c) of the Code with  respect  to
payments  of  "portfolio  interest",  a statement  substantially  in the form of
Exhibit E and a Form W-8,  or any  subsequent  versions  thereof  or  successors
thereto,  properly completed and duly executed by such Non-U.S.  Lender claiming
complete  exemption from, or a reduced rate of, U.S. federal  withholding tax on
all payments by the Borrower under this Agreement and the other Loan  Documents.
Such forms shall be delivered by each  Non-U.S.  Lender on or before the date it
becomes a party to this  Agreement  (or, in the case of any  Participant,  on or
before  the date such  Participant  purchases  the  related  participation).  In
addition,  each  Non-U.S.  Lender  shall  deliver such forms  promptly  upon the
obsolescence  or  invalidity of any form  previously  delivered by such Non-U.S.
Lender.  Each Non-U.S.  Lender shall promptly notify the Borrower at any time it
determines  that  it is no  longer  in a  position  to  provide  any  previously
delivered  certificate  to the  Borrower  (or any  other  form of  certification
adopted by the U.S. taxing  authorities for such purpose).  Notwithstanding  any
other  provision of this paragraph,  a Non-U.S.  Lender shall not be required to
deliver any form pursuant to this  paragraph  that such  Non-U.S.  Lender is not
legally able to deliver.

     (e) A Lender that is entitled to an exemption from or reduction of non-U.S.
withholding  tax under the law of the  jurisdiction  in which  the  Borrower  is
located,  or any treaty to which such  jurisdiction is a party,  with respect to
payments under this Agreement  shall deliver to the Borrower (with a copy to the
Administrative  Agent),  at the time or times  prescribed by  applicable  law or
reasonably  requested by the  Borrower,  such  properly  completed  and executed
documentation  prescribed by  applicable  law as will permit such payments to be
made without  withholding  or at a reduced  rate,  provided  that such Lender is
legally entitled to complete, execute and deliver such documentation and in such
Lender's judgment such completion,  execution or submission would not materially
prejudice the legal position of such Lender.

     (f) The  agreements in this Section shall survive the  termination  of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

     2.17  Indemnity.  The Borrower  agrees to indemnify each Lender and to hold
each Lender  harmless  from any loss or expense  that such Lender may sustain or
incur as a consequence  of (a) default by the Borrower in making a borrowing of,
conversion into or continuation of Eurodollar Loans after the Borrower has given
a  notice  requesting  the  same  in  accordance  with  the  provisions  of this
Agreement, (b) default by the Borrower in making any prepayment of or conversion
from  Eurodollar  Loans  after  the  Borrower  has  given a  notice  thereof  in
accordance  with  the  provisions  of  this  Agreement  or (c) the  making  of a
prepayment of or  conversion  to Eurodollar  Loans on a day that is not the last
day of an Interest Period with respect thereto.  Such loss will be calculated by
determining  the excess,  if any, of (i) the amount of interest  that would have
accrued on the amount so prepaid,  or not so borrowed,  converted or  continued,
for the period from the date of such  prepayment  or of such  failure to borrow,
convert or continue to the last day of such Interest  Period (or, in the case of
a failure to borrow,  convert or continue,  the Interest  Period that would have
commenced on the date of such  failure) in each case at the  applicable  rate of
interest for such Loans provided for herein (excluding,  however, the Applicable
Margin included therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) that would have accrued to such Lender on such amount
by placing such amount on deposit for a comparable  period with leading banks in
the interbank  eurodollar  market,  as well as any reasonable  customary  costs,
charges or expenses  resulting from such  circumstance.  A certificate as to any
amounts payable pursuant to this Section submitted to the Borrower by any Lender
shall be  conclusive  in the  absence of manifest  error.  This  covenant  shall
survive the  termination  of this Agreement and the payment of the Loans and all
other amounts payable hereunder.



<PAGE>


     2.18 Change of Lending Office. Each Lender agrees that, upon the occurrence
of any event  giving  rise to the  operation  of Section  2.15 or  2.16(a)  with
respect to such Lender,  it will, if requested by the Borrower,  use  reasonable
efforts (subject to overall policy  considerations  of such Lender) to designate
another  lending  office for any Loans affected by such event with the object of
avoiding the consequences of such event; provided, that such designation is made
on terms that,  in the sole  judgment of such Lender,  cause such Lender and its
lending office(s) to suffer no economic, legal or regulatory  disadvantage,  and
provided,  further, that nothing in this Section shall affect or postpone any of
the  obligations of the Borrower or the rights of any Lender pursuant to Section
2.15 or 2.16(a).

     2.19 Replacement of Lenders. The Borrower shall be permitted to replace any
Lender that (a) requests  reimbursement  for amounts  owing  pursuant to Section
2.15 or 2.16(a) or (b) defaults in its obligation to make Loans hereunder,  with
a replacement financial institution; provided that (i) such replacement does not
conflict  with any  Requirement  of Law,  (ii) no Event of  Default  shall  have
occurred and be continuing at the time of such  replacement,  (iii) prior to any
such  replacement,  such Lender shall have taken no action under Section 2.18 so
as to eliminate  the  continued  need for payment of amounts  owing  pursuant to
Section  2.15 or  2.16(a),  (iv) the  replacement  financial  institution  shall
purchase,  at par, all Loans and other amounts owing to such replaced  Lender on
or prior to the date of  replacement,  (v) the Borrower  shall be liable to such
replaced  Lender  under  Section  2.17  if any  Eurodollar  Loan or  Fixed  Rate
Competitive  Loan owing to such replaced Lender shall be purchased other than on
the last day of the  Interest  Period  relating  thereto,  (vi) the  replacement
financial institution, if not already a Lender, shall be reasonably satisfactory
to the  Administrative  Agent,  (vii) the replaced  Lender shall be obligated to
make such replacement in accordance with the provisions of Section 9.6 (provided
that the Borrower shall be obligated to pay the  registration and processing fee
referred  to  therein),  (viii)  until  such time as such  replacement  shall be
consummated,  the Borrower  shall pay all  additional  amounts (if any) required
pursuant  to  Section  2.15 or  2.16(a),  as the case may be,  and (ix) any such
replacement  shall not be deemed to be a waiver of any rights that the Borrower,
the  Administrative  Agent or any other  Lender  shall have against the replaced
Lender.


                    SECTION 3. REPRESENTATIONS AND WARRANTIES

     To induce the Agents and the Lenders to enter into this  Agreement  and the
Lenders to make the Loans,  the Borrower  hereby  represents and warrants to the
Administrative Agent and each Lender that:



<PAGE>


     3.1 Financial Condition. The consolidated balance sheet of the Borrower and
its  consolidated  Subsidiaries  as at  September  30,  1998,  and  the  related
consolidated statements of income and of cash flows for the fiscal year ended on
such date,  reported on by Arthur  Andersen LLP, copies of which have heretofore
been  furnished to each Lender,  are complete and correct and present fairly the
consolidated   financial   condition  of  the  Borrower  and  its   consolidated
Subsidiaries as at such date, and the  consolidated  results of their operations
and  their  consolidated  cash  flows  for  the  fiscal  year  then  ended.  The
consolidated balance sheet of the Borrower and its consolidated  Subsidiaries as
at June 30, 1999, and the related consolidated  statements of income and of cash
flows for the period  ended on such date,  certified by a  Responsible  Officer,
copies of which have heretofore been furnished to each Lender,  are complete and
correct and present fairly the consolidated  financial condition of the Borrower
and its consolidated  Subsidiaries as at such date, and the consolidated results
of their operations and their  consolidated cash flows for the period then ended
(subject  to  normal  year-end  adjustments).  All  such  financial  statements,
including  the  related  schedules  and notes  thereto,  have been  prepared  in
accordance  with GAAP  applied  consistently  throughout  the  periods  involved
(except as approved by such accountants or Responsible  Officer, as the case may
be, and as disclosed therein). Except for those items set forth on Schedule 3.1,
neither the Borrower nor any of its consolidated  Subsidiaries  had, at the date
of the most recent  balance  sheet  referred to above,  any material  contingent
liability or material  liability for taxes,  or any material  long-term lease or
material unusual forward or long-term commitment, including, without limitation,
any interest rate or foreign currency swap or exchange transaction, which is not
reflected in the foregoing statements or in the notes thereto. During the period
from June 30,  1999 to and  including  the date  hereof  there has been no sale,
transfer  or  other  disposition  by the  Borrower  or  any of its  consolidated
Subsidiaries of any material part of its business or property and no purchase or
other  acquisition  of any business or property  (including any Capital Stock of
any other Person) material in relation to the consolidated  financial  condition
of the Borrower and its consolidated Subsidiaries at June 30, 1999.

     3.2 No Change.  Since  September 30, 1998 there has been no  development or
event which has had or could  reasonably be expected to have a Material  Adverse
Effect.

     3.3 Corporate Existence;  Compliance with Law. Each of the Borrower and its
Subsidiaries (a) is duly organized,  validly existing and in good standing under
the laws of the  jurisdiction of its  organization,  (b) has the corporate power
and authority,  and the legal right,  to own and operate its property,  to lease
the  property it  operates as lessee and to conduct the  business in which it is
currently  engaged,  (c) is duly qualified as a foreign  corporation and in good
standing  under  the laws of each  jurisdiction  where its  ownership,  lease or
operation   of  property  or  the  conduct  of  its   business   requires   such
qualification,  except to the extent that the failure to be so  qualified  or in
good  standing  could not, in the  aggregate,  reasonably  be expected to have a
Material  Adverse  Effect,  (d) has any other valid and  current  classification
under the regulations of each of the Agencies necessary in the normal conduct of
its business and (f) is in compliance with all Requirements of Law except to the
extent  that the  failure  to comply  therewith  could  not,  in the  aggregate,
reasonably be expected to have a Material Adverse Effect.

     3.4 Corporate Power; Authorization;  Enforceable Obligations.  The Borrower
has the corporate power and authority, and the legal right, to make, deliver and
perform the Loan  Documents to which it is a party and to borrow  hereunder  and
has taken all  necessary  corporate  action to authorize  the  borrowings on the
terms and  conditions  of this  Agreement  and any Notes  and to  authorize  the
execution,  delivery  and  performance  of the Loan  Documents  to which it is a
party. No consent or authorization of, filing with, notice to or other act by or
in respect of any  Governmental  Authority  or any other  Person is  required in
connection  with  the  borrowings  hereunder  or with the  execution,  delivery,
performance,  validity  or  enforceability  of the Loan  Documents  to which the
Borrower is a party, except as set forth on Schedule 3.4, all of which have been
duly accomplished and are valid and in full force and effect. This Agreement has
been,  and each other Loan  Document  will be, duly  executed  and  delivered on
behalf of the Borrower. This Agreement constitutes, and each other Loan Document
when executed and delivered by the Borrower will constitute,  a legal, valid and
binding obligation of the Borrower enforceable against it in accordance with its
terms, subject to the effects of bankruptcy,  insolvency, fraudulent conveyance,
reorganization,  moratorium  and other  similar  laws  relating to or  affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.

     3.5 No Legal Bar.  The  execution,  delivery  and  performance  of the Loan
Documents, the borrowings hereunder and the use of the proceeds thereof will not
violate any  Requirement of Law or Contractual  Obligation of the Borrower or of
any of its  Subsidiaries  and will not result in, or  require,  the  creation or
imposition of any Lien on any of its or their respective  properties or revenues
pursuant to any such Requirement of Law or Contractual Obligation.



<PAGE>


     3.6 No Material Litigation.  No litigation,  investigation or proceeding of
or before  any  arbitrator  or  Governmental  Authority  is  pending  or, to the
knowledge of the  Borrower,  threatened by or against the Borrower or any of its
Subsidiaries  or against any of its or their  respective  properties or revenues
(a)  with  respect  to any  of the  Loan  Documents  or any of the  transactions
contemplated  hereby or  thereby,  or (b) except as set forth on  Schedule  3.6,
which could reasonably be expected to have a Material Adverse Effect.

     3.7 No Default.  Neither the  Borrower  nor any of its  Subsidiaries  is in
default  under or with  respect  to any of its  Contractual  Obligations  in any
respect which could reasonably be expected to have a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

     3.8 Ownership of Property; Liens. Each of the Borrower and its Subsidiaries
has good  record and  marketable  title in fee  simple to, or a valid  leasehold
interest in, all its real  property  material to the  operation of its business,
and good title to, or a valid  leasehold  interest  in,  all its other  property
material to the operation of its business,  and none of such property is subject
to any Lien except as permitted by Section 6.3.

     3.9  Intellectual   Property.   Each  of  the  Borrower  and  each  of  its
Subsidiaries  owns, or is licensed to use, all Intellectual  Property  necessary
for the conduct of its  business  as  currently  conducted  except for where the
failure to own or license  which  could not  reasonably  be  expected  to have a
Material Adverse Effect. No claim has been asserted and is pending by any Person
challenging  or  questioning  the use of any such  Intellectual  Property or the
validity  or  effectiveness  of any  such  Intellectual  Property,  nor does the
Borrower  know  of any  valid  basis  for  any  such  claim.  The  use  of  such
Intellectual  Property by the Borrower and its Subsidiaries does not infringe on
the rights of any Person,  except for such claims and infringements that, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

     3.10 Taxes.  Each of the Borrower and its  Subsidiaries has filed or caused
to be filed all federal,  state income and other material tax returns which,  to
the knowledge of the  Borrower,  are required to be filed and has paid all taxes
shown to be due and payable on said returns or on any  assessments  made against
it or any of its property and all other taxes,  fees or other charges imposed on
it or any of its  property  by any  Governmental  Authority  (other than any the
amount or  validity  of which are  currently  being  contested  in good faith by
appropriate  proceedings  and with respect to which reserves in conformity  with
GAAP have been provided on the books of the Borrower or its Subsidiaries, as the
case may be); and no material tax Lien has been filed,  and, to the knowledge of
the Borrower, no material claim is being asserted, with respect to any such tax,
fee or other charge.

     3.11 Federal Regulations. No part of the proceeds of any Loans will be used
in a manner that violates Regulation U as now and from time to time hereafter in
effect.



<PAGE>


     3.12 ERISA.  Neither a Reportable Event that reasonably could result in the
termination of a Plan (other than a standard  termination) or which could have a
Material  Adverse Effect nor an  "accumulated  funding  deficiency"  (within the
meaning of Section 412 of the Code or Section 302 of ERISA) has occurred  during
the five-year period prior to the date on which this  representation  is made or
deemed made with respect to any Single Employer Plan, and each Plan has complied
in all material  respects with the applicable  provisions of ERISA and the Code.
No  termination  of a Single  Employer Plan has occurred  (other than a standard
termination)  and no Lien in favor of the PBGC or a Plan has arisen  during such
five-year  period.  The present value of all accrued  benefits under each Single
Employer Plan (based on those assumptions used to fund such Plan) did not, as of
the last annual valuation date prior to the date on which this representation is
made or deemed  made,  exceed the value of the assets of such Plan  allocable to
such accrued benefits.  Neither the Borrower nor any Commonly  Controlled Entity
has had a complete  or  partial  withdrawal  from any  Multiemployer  Plan,  and
neither the Borrower nor any Commonly  Controlled Entity would become subject to
any liability under ERISA if the Borrower or any such Commonly Controlled Entity
were to withdraw  completely  from all  Multiemployer  Plans as of the valuation
date most closely  preceding  the date on which this  representation  is made or
deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.

     3.13  Investment  Company Act;  Other  Regulations.  The Borrower is not an
"investment  company",  or a company  "controlled"  by an "investment  company",
within the  meaning of the  Investment  Company  Act of 1940,  as  amended.  The
Borrower is not  subject to  regulation  under any  Federal or State  statute or
regulation  (other than  Regulation  X of the Board) which limits its ability to
incur the Loans.

     3.14 Subsidiaries.  The Subsidiaries listed on Schedule 3.14 constitute all
the Subsidiaries of the Borrower at the date hereof.

     3.15 Purpose of Loans.  The proceeds of the Loans shall be used for general
corporate purposes.

     3.16 Environmental Matters. Except to the extent that all of the following,
in the aggregate,  could not  reasonably be expected to have a Material  Adverse
Effect:

     (a) The facilities and properties owned, leased or operated by the Borrower
or any of its  Subsidiaries  (the  "Properties")  do not  contain,  and have not
previously  contained,  any  Materials  of  Environmental  Concern in amounts or
concentrations which (i) constitute or constituted a violation of, or (ii) could
reasonably be expected to give rise to liability under, any Environmental Law.

     (b) The  Properties and all operations at the Properties are in compliance,
and have in the last five years been in  compliance,  in all  material  respects
with all applicable  Environmental Laws, and there is no contamination at, under
or about the  Properties or violation of any  Environmental  Law with respect to
the  Properties  or  the  business  operated  by  the  Borrower  or  any  of its
Subsidiaries (the "Business") which could interfere with the continued operation
of the Properties.

     (c) Neither the  Borrower  nor any of its  Subsidiaries  has  received  any
notice of violation, alleged violation,  non-compliance,  liability or potential
liability regarding  environmental matters or compliance with Environmental Laws
with regard to any of the Properties or the Business, nor does the Borrower have
knowledge or reason to believe that any such notice will be received or is being
threatened.

     (d)  Materials  of  Environmental  Concern  have  not been  transported  or
disposed of from the Properties in violation of, or in a manner or to a location
which  could  reasonably  be  expected  to give  rise to  liability  under,  any
Environmental  Law,  nor  have  any  Materials  of  Environmental  Concern  been
generated,  treated, stored or disposed of at, on or under any of the Properties
in violation  of, or in a manner that could  reasonably be expected to give rise
to liability under, any applicable Environmental Law.

     (e) No judicial  proceeding or  governmental  or  administrative  action is
pending  or,  to  the   knowledge  of  the  Borrower,   threatened,   under  any
Environmental Law to which the Borrower or any Subsidiary is or will be named as
a party  with  respect  to the  Properties  or the  Business,  nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial  requirements  outstanding under any
Environmental Law with respect to the Properties or the Business.



<PAGE>


     (f)  There  has been no  release  or  threat of  release  of  Materials  of
Environmental  Concern at or from the Properties,  or arising from or related to
the  operations  of the  Borrower  or any  Subsidiary  in  connection  with  the
Properties or otherwise in connection  with the Business,  in violation of or in
amounts  or in a manner  that  could  reasonably  give rise to  liability  under
Environmental Laws.

     3.17 Disclosure.  The statements and information  contained  herein, in any
other Loan Document and in any of the information provided to the Administrative
Agent or the Lenders in writing (other than financial projections) in connection
with this Agreement,  taken as a whole,  do not contain any untrue  statement of
any  material  fact,  or omit to state a fact  necessary  in order to make  such
statements or information not misleading in any material  respect,  in each case
in  light  of the  circumstances  under  which  such  statements  were  made  or
information  provided as of the date so provided and subject to any  information
subsequently  provided  in  writing  which  amends,  modifies  or  corrects  the
information previously furnished.  There is no fact known to the Borrower, other
than economic  conditions  generally,  including  interest rate risk, that could
reasonably  be  expected  to have a Material  Adverse  Effect  that has not been
expressly  disclosed  herein,  in the  other  Loan  Documents  or in such  other
documents,  certificates and written statements  furnished to the Administrative
Agent and the Lenders for use in connection with the  transactions  contemplated
hereby and by the other Loan Documents.

     3.18 Year  2000.  The  Borrower  has  undertaken  a review of its  computer
software and systems, and equipment  containing embedded  microchips,  including
software,  systems and equipment supplied by others or with which the Borrower's
systems  interface,  in each  case  necessary  to the  material  conduct  of its
business (collectively,  "Year 2000 Systems"),  that is reasonably sufficient to
ascertain  whether the Year 2000 Systems will  continue to function  properly in
such capacity in and following the year 2000 (such functioning being referred to
as "Year 2000 Compliant" or "Year 2000 Compliance",  as appropriate).  As of the
date  hereof,  the Year  2000  Systems  have  been  tested  and,  to the  extent
necessary,  remediated and are Year 2000 Compliant, to the best knowledge of the
Borrower,  except  to the  extent  that  failure  to be so  compliant  could not
reasonably be expected to have a Material  Adverse  Effect  (taking into account
contingency plans in effect).

                         SECTION 4. CONDITIONS PRECEDENT

     4.1 Conditions to Initial  Extension of Credit.  The  effectiveness of this
Agreement  and  agreement  of each  Lender  to  make  its  Commitment  available
hereunder is subject to the satisfaction of the following conditions precedent:

     (a) Credit  Agreement.  The  Administrative  Agent shall have received this
Agreement,  executed and delivered by the Administrative Agent, the Borrower and
each Person listed on Schedule 1.1A.

     (b)  Financial   Statements.   The  Lenders  shall  have  received  audited
consolidated financial statements of the Borrower for its 1998 fiscal year.

     (c) Fees. The Lenders and the Administrative  Agent shall have received all
fees  required  to be paid,  and all  expenses  for  which  invoices  have  been
presented  (including the reasonable fees and expenses of legal counsel),  on or
before the Closing Date.

     (d) Closing Certificate. The Administrative Agent shall have received, with
a counterpart for each Lender, a certificate of the Borrower,  dated the Closing
Date,  substantially in the form of Exhibit A, with  appropriate  insertions and
attachments.


<PAGE>


     (e) Legal  Opinions.  The  Administrative  Agent  shall have  received  the
following executed legal opinions:

     (i) the legal  opinion of Sullivan & Cromwell,  counsel to the Borrower and
its Subsidiaries, substantially in the form of Exhibit C-1; and

     (ii) the legal  opinion  of Robert  Jacobs,  Esq.  general  counsel  of the
Borrower and its Subsidiaries, substantially in the form of Exhibit C-2.

     (f)  Termination of Existing Credit  Agreement.  The  Administrative  Agent
shall have received evidence reasonably satisfactory to it that,  simultaneously
herewith, all principal,  interest, fees and other amounts owing by the Borrower
under the Existing  Credit  Agreement shall have been paid in full, the Existing
Credit  Agreement shall have been terminated and all Liens thereunder shall have
been terminated and released.  Each Lender party hereto which is also a party to
the  Existing  Credit  Agreement  hereby  agrees that any notice of  termination
required  under the  Existing  Credit  Agreement  is hereby  deemed to have been
waived.

     4.2 Conditions to Each Extension of Credit. The agreement of each Lender to
make any extension of credit  requested to be made by it on any date  (including
its initial extension of credit) is subject to the satisfaction of the following
conditions precedent:

     (a)  Representations  and  Warranties.  Each  of  the  representations  and
warranties made by the Borrower in Section 3 shall be true and correct on and as
of such  date as if made on and as of such  date,  provided,  however,  that the
representations  and warranties made in Section 3.2 and Section 3.6 shall not be
required as conditions to any extension of credit after the Closing Date.

     (b) No Default.  No Default or Event of Default  shall have occurred and be
continuing  on such  date or after  giving  effect to the  extensions  of credit
requested to be made on such date.

     Each borrowing by the Borrower  hereunder shall constitute a representation
and  warranty  by the  Borrower  as of the  date  of  such  borrowing  that  the
conditions in clauses (a) and (b) of this Section have been satisfied.

                        SECTION 5. AFFIRMATIVE COVENANTS

     The Borrower  hereby  agrees  that,  so long as the  Commitments  remain in
effect, or any Loan or other amount is owing to any Lender or the Administrative
Agent hereunder, the Borrower shall and shall cause each of its Subsidiaries to:

     5.1  Financial  Statements.  Furnish to the  Administrative  Agent and each
Lender:

     (a) as soon as available,  but in any event within 90 days after the end of
each fiscal year of the  Borrower,  a copy of the audited  consolidated  balance
sheet of the Borrower and its  consolidated  Subsidiaries  as at the end of such
year and the related audited consolidated statements of income and of cash flows
for such year,  setting forth in each case in comparative form the figures as of
the end of and for the previous year,  reported on without a "going  concern" or
like  qualification or exception,  or qualification  arising out of the scope of
the audit,  by KPMG LLP or other  independent  certified  public  accountants of
nationally recognized standing; and



<PAGE>


     (b) as soon as available, but in any event not later than 45 days after the
end of each of the first  three  quarterly  periods of each  fiscal  year of the
Borrower,  the  unaudited  consolidated  balance  sheet of the  Borrower and its
consolidated  Subsidiaries  as at the  end  of  such  quarter  and  the  related
unaudited  consolidated  statements of income and of cash flows for such quarter
and the portion of the fiscal  year  through  the end of such  quarter,  setting
forth in each case in comparative  form the figures as of the end of and for the
corresponding period in the previous year, certified by a Responsible Officer as
being fairly stated in all material  respects  (subject to normal year-end audit
adjustments).

All such  financial  statements  shall be complete  and correct in all  material
respects and shall be prepared in reasonable  detail and in accordance with GAAP
applied  consistently  throughout the periods  reflected  therein and with prior
periods (except as approved by such accountants or officer,  as the case may be,
and disclosed therein).

     5.2 Certificates;  Other Information.  Furnish to the Administrative  Agent
and each Lender):

     (a) concurrently with the delivery of the financial  statements referred to
in subsection  5.1(a), a certificate of the chief financial officer or treasurer
of the Borrower certifying that no Default or Event of Default exists, except as
specified in such certificate;

     (b) concurrently with the delivery of the financial  statements referred to
in subsections  5.1(a) and (b), a certificate of a Responsible  Officer  stating
that, to the best of such Responsible  Officer's knowledge,  during such period,
the Borrower  has  observed or  performed  in all  material  respects all of its
covenants and other  agreements,  and satisfied in all material  respects  every
condition,  contained  in this  Agreement  and the other  Loan  Documents  to be
observed,  performed or satisfied by it, and that such  Responsible  Officer has
obtained no knowledge of any Default or Event of Default  except as specified in
such certificate, and containing calculations in reasonable detail demonstrating
compliance  with the provisions of  subsections  6.1, 6.2 and 6.6 (including the
calculation of the amounts included in Section 6.2(d));

     (c)  within  five days  after the same are  sent,  copies of all  financial
statements  and reports which the Borrower may make to, or file with, the SEC or
any successor or analogous Governmental Authority;

     (d) concurrently  with any delivery of financial  statements under Sections
5.1(a) or 5.1(b) above  required to be  delivered  prior to February 16, 2000, a
summary of the results of its Year 2000 Systems review and the steps being taken
to  ensure  Year  2000  Compliance,  in detail  reasonably  satisfactory  to the
Administrative  Agent,  and promptly upon the Borrower  becoming  aware thereof,
notice of any development or information  relating to Year 2000 Compliance that,
individually  or in the  aggregate,  could  reasonably be expected to materially
adversely affect Year 2000 Compliance; and

     (e) promptly, such additional financial and other information as any Lender
may from time to time reasonably request.



<PAGE>


     5.3 Payment of  Obligations.  Pay,  discharge  or  otherwise  satisfy at or
before  maturity or before they become  delinquent,  as the case may be, all its
material  obligations  of whatever  nature,  except where the amount or validity
thereof is currently  being  contested in good faith by appropriate  proceedings
and reserves in conformity  with GAAP with respect thereto have been provided on
the books of the Borrower or its Subsidiaries, as the case may be.

     5.4 Maintenance of Existence;  Compliance.  (a)(i) Preserve, renew and keep
in full force and effect its corporate  existence  and (ii) take all  reasonable
action to maintain all rights,  privileges and franchises necessary or desirable
in the normal  conduct of its  business,  except,  in each  case,  as  otherwise
permitted  by Section 6.4 and except,  in the case of clause (ii) above,  to the
extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect; and (b) comply with all Contractual Obligations and Requirements
of Law except to the extent that failure to comply  therewith  could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

     5.5 Maintenance of Property;  Insurance; Risk Management. Keep all property
useful and  necessary  in its  business  in good  working  order and  condition;
maintain with financially sound and reputable  insurance  companies insurance on
all its  property in at least such  amounts and against at least such risks (but
including  in  any  event  public  liability,  product  liability  and  business
interruption)  as are  usually  insured  against  in the  same  general  area by
companies  engaged in the same or a similar  business;  furnish to each  Lender,
upon written request, full information as to the insurance carried; and maintain
a risk  management  policy with respect to its  portfolio of Mortgage  Loans and
servicing  rights designed to reduce  fluctuations in the value of its servicing
portfolio due to interest rate movements.

     5.6  Inspection of Property;  Books and Records;  Discussions.  Keep proper
books of  records  and  account  in which  full,  true and  correct  entries  in
conformity  with GAAP and all  Requirements of Law shall be made of all dealings
and  transactions  in  relation  to its  business  and  activities;  and  permit
representatives  of any Lender to visit and  inspect any of its  properties  and
examine and make  abstracts  from any of its books and records at any reasonable
time and as often as may  reasonably  be desired  and to discuss  the  business,
operations, properties and financial and other condition of the Borrower and its
Subsidiaries  with officers and  employees of the Borrower and its  Subsidiaries
and with its independent certified public accountants, provided that such visits
by Lenders shall be coordinated  through the  Administrative  Agent and, when no
Event  of  Default  has  occurred  and is  continuing,  shall be  arranged  upon
reasonable prior notice during normal working hours and with reasonable  efforts
to minimize disruption of the normal conduct of business of the Borrower and its
Subsidiaries.

     5.7  Notices.  Promptly  give notice to the  Administrative  Agent and each
Lender of:

     (a) the  occurrence of any Default or Event of Default  promptly  after the
Borrower has knowledge thereof;

     (b) any (i)  default  or event of  default  under any  Indebtedness  of the
Borrower or any of its  Subsidiaries in aggregate  principal amount in excess of
$10,000,000 or (ii)  litigation,  investigation  or proceeding that may exist at
any time between the Borrower or any of its  Subsidiaries  and any  Governmental
Authority,  that in either case, if not cured or if adversely determined, as the
case may be, could reasonably be expected to have a Material Adverse Effect;



<PAGE>


     (c) the  following  events,  as soon as possible and in any event within 30
days after the Borrower knows or has reason to know thereof:  (i) the occurrence
of any Reportable Event with respect to any Plan, a failure to make any required
contribution  to a Plan, the creation of any Lien in favor of the PBGC or a Plan
or any withdrawal from, or the termination, Reorganization or Insolvency of, any
Multiemployer  Plan or (ii) the  institution of proceedings or the taking of any
other action by the PBGC or the Borrower or any  Commonly  Controlled  Entity or
any Multiemployer  Plan with respect to the withdrawal from, or the termination,
Reorganization or Insolvency of, any Plan; and

     (d)  any  change  in  the  business,  operations,   property  or  condition
(financial or otherwise) of the Borrower and its  Subsidiaries  taken as a whole
that has had or has a reasonable likelihood of having a Material Adverse Effect.

Each notice  pursuant to this Section 5.7 shall be accompanied by a statement of
a  Responsible  Officer  setting  forth  details of the  occurrence  referred to
therein and stating what action the Borrower or the relevant Subsidiary proposes
to take with respect thereto.

     5.8  Environmental  Laws.  (a) Comply with,  and ensure  compliance  by all
tenants and  subtenants,  if any, with, all  applicable  Environmental  Laws and
obtain and comply in all material  respects with and  maintain,  and ensure that
all tenants and subtenants  obtain and comply in all material  respects with and
maintain,  any and all  licenses,  approvals,  notifications,  registrations  or
permits  required  by  applicable  Environmental  Laws except to the extent that
failure to do so could not be  reasonably  expected  to have a Material  Adverse
Effect.

     (b) Conduct and complete all investigations, studies, sampling and testing,
and all remedial,  removal and other actions required under  Environmental  Laws
and  promptly  comply  in all  material  respects  with all  lawful  orders  and
directives of all Governmental  Authorities regarding  Environmental Laws except
to the extent  that the same are being  contested  in good faith by  appropriate
proceedings  and  the  pendency  of such  proceedings  could  not be  reasonably
expected to have a Material Adverse Effect.

     (c) Defend,  indemnify  and hold  harmless the Agents and the Lenders,  and
their respective employees, agents, officers and directors, from and against any
claims, demands, penalties, fines, liabilities,  settlements, damages, costs and
expenses of whatever  kind or nature known or unknown,  contingent or otherwise,
arising out of, or in any way relating to the violation of,  noncompliance  with
or liability  under any  Environmental  Laws applicable to the operations of the
Borrower,  or any orders,  requirements or demands of  Governmental  Authorities
related  thereto,  including,  without  limitation,  attorney's and consultant's
fees,  investigation  and  laboratory  fees,  response  costs,  court  costs and
litigation expenses, except to the extent that any of the foregoing arise out of
the gross negligence or willful misconduct of the party seeking  indemnification
therefor.  Notwithstanding  anything in this  Agreement  to the  contrary,  this
indemnity shall continue in full force and effect  regardless of the termination
of this Agreement.

     5.9 Maintenance of Agency Status. In the case of the Borrower,  maintain at
all times  its  status as an FNMA and  FHMLC  approved  seller/servicer,  a GNMA
approved issuer/servicer,  a HUD Direct Endorsement Lender, a VA-approved Lender
and an FHA approved  lender in good standing to the extent  necessary to conduct
its normal business.


                          SECTION 6. NEGATIVE COVENANTS

     The Borrower  hereby  agrees  that,  so long as the  Commitments  remain in
effect or any Loan or other amount is owing to any Lender or the  Administrative
Agent  hereunder,  the  Borrower  shall  not,  and shall not  permit  any of its
Subsidiaries to, directly or indirectly:



<PAGE>


     6.1 Financial  Condition  Covenants.  Permit  Consolidated Net Worth at the
last day of any fiscal quarter to be less than $* * * * *.

     6.2 Indebtedness. Create, issue, incur, assume, become liable in respect of
or suffer to exist any Indebtedness, except:

     (a) Indebtedness of the Borrower to any Subsidiary;

     (b) obligations of the Borrower or its  Subsidiaries  under Hedge Contracts
entered into in the ordinary course of business;

     (c) Indebtedness  constituting obligations under Hedging Agreements entered
into by the Borrower in the ordinary course of business; and

     (d) additional  Indebtedness,  so long as Total Debt at no time exceeds the
greater of (1) an amount at any time equal to Consolidated Tangible Net Worth at
the end of the most recent fiscal quarter for which  financial  statements  have
been  delivered  prior to such time  multiplied by seven and (2) the sum of: (i)
100% of Cash at such  time,  (ii) 98% of the amount of  Mortgage  Loans Held For
Sale at such time, (iii) 90% of Mortgage Loans Held for Investment at such time,
(iv) 98% of the amount of  Receivables  for Mortgage  Loans  shipped  (including
Mortgage  Loans  and  Mortgage-Backed  Securities  subject  to a  Lien  under  a
repurchase  agreement but excluding all other Mortgage Loans and Mortgage-Backed
Securities  which are excluded from Eligible  Mortgage Assets) at such time, (v)
90% of Early Pool Buyout Advances and Accounts Receivable at such time, (vi) 50%
of Property and Equipment at such time,  (vii) 80% of Mortgage  Servicing Rights
at such  time,  and  (viii)  50% of  Other  Assets  (including  servicing  hedge
investments and excluding intangible assets) at such time.

     6.3 Liens.  Create,  incur,  assume or suffer to exist any Lien upon any of
its property, whether now owned or hereafter acquired, except for:

     (a) Liens for taxes not yet due or that are being  contested  in good faith
by appropriate proceedings;

     (b) carriers', warehousemen's,  mechanics',  materialmen's,  repairmen's or
other like Liens  arising in the  ordinary  course of business or that are being
contested  in good faith by  appropriate  proceedings;  provided  that  adequate
reserves with respect thereto are maintained on the books of the Borrower or its
Subsidiaries, as the case may be, in accordance with GAAP;

     (c)  pledges  or  deposits  in  connection   with  workers'   compensation,
unemployment insurance and other social security legislation;

     (d) deposits to secure the performance of bids, trade contracts (other than
for borrowed money),  leases,  statutory  obligations,  surety and appeal bonds,
performance  bonds  and  other  obligations  of a like  nature  incurred  in the
ordinary course of business;

     (e) easements,  rights-of-way,  restrictions and other similar encumbrances
incurred in the ordinary  course of business  that,  in the  aggregate,  are not
substantial in amount and do not in any case  materially  detract from the value
of the  property  subject  thereto or  materially  interfere  with the  ordinary
conduct of the business of the Borrower or any of its Subsidiaries;


<PAGE>


     (f) Liens of  landlords,  arising  solely by operation of law and which are
not avoidable as a matter of law, on fixtures and moveable  property  located on
premises  leased in the ordinary course of business;  provided,  that the rental
payments secured thereby are not yet due;

     (g) Liens (not  otherwise  permitted  hereunder)  which secure  obligations
incidental to repurchase  contracts  ordinary in the mortgage banking businesses
of the Borrower and its Subsidiaries;

     (h) Liens (not otherwise permitted  hereunder) which secure obligations (as
to the Borrower and all Subsidiaries)  incidental to forward delivery  contracts
ordinary  in  the  mortgage   banking   businesses   of  the  Borrower  and  its
Subsidiaries;

     (i) Liens securing Hedging Agreements;

     (j) Liens in existence on the Closing Date described on Schedule 6.3;

     (k) Liens securing  Indebtedness  (including  Capital Lease Obligations) of
the  Borrower  or any of  its  Subsidiaries  not in  excess  of  $10,000,000  in
aggregate  principal  amount at any time  outstanding  incurred  to finance  the
acquisition  of fixed or capital  assets,  provided that (i) such Liens shall be
created  substantially  simultaneously  with the  acquisition  of such  fixed or
capital  assets,  (ii) such Liens do not at any time encumber any property other
than the  property  financed  by such  Indebtedness  and  (iii)  the  amount  of
Indebtedness secured thereby is not increased;

     (l) Liens not  otherwise  permitted  by this Section so long as neither (i)
the aggregate  outstanding  principal amount of the obligations  secured thereby
nor (ii) the aggregate fair market value (determined as of the date such Lien is
incurred)  of the assets  subject  thereto  exceeds (as to the  Borrower and all
Subsidiaries) $15,000,000 at any one time; and

     (m) any  extension,  renewal  or  replacement  (or  successive  extensions,
renewals or  replacements),  in whole or in part, of any Lien referred to in the
foregoing clauses;  provided,  that the principal amount of Indebtedness secured
thereby  shall not  exceed  the  principal  amount of  Indebtedness  so  secured
immediately  prior to the time of such extension,  renewal or  replacement,  and
that such extension,  renewal,  or replacement Lien shall be limited to all or a
part of the property subject to the Lien so extended,  renewed or replaced (plus
improvements on such property).

     6.4  Fundamental   Changes.   Enter  into  any  merger,   consolidation  or
amalgamation,   or  liquidate,  wind  up  or  dissolve  itself  (or  suffer  any
liquidation  or  dissolution),  or  Dispose of all or  substantially  all of its
property or business, except that:

     (a) any  Subsidiary of the Borrower may be merged or  consolidated  with or
into the  Borrower  (provided  that the  Borrower  shall  be the  continuing  or
surviving corporation); and

     (b) any  Subsidiary of the Borrower may Dispose of any or all of its assets
(upon voluntary liquidation or otherwise) to the Borrower;

     (c) the Borrower may  dissolve  any  Subsidiary  that is inactive and holds
minimal  assets  and the  continued  existence  of  which  is of no value to the
Borrower or the interests of the Lenders; and



<PAGE>


     (d) the Borrower may be consolidated with or merged with any corporation so
long as (i) in any  such  merger  or  consolidation  the  Borrower  shall be the
surviving or resulting  corporation,  (ii) at the time of and immediately  after
the effectiveness of such merger or consolidation  there shall not have occurred
or be  continuing  a Default or an Event of  Default,  nor would a Default or an
Event of Default result  therefrom,  and (iii) the aggregate  consideration,  if
any, paid by the Borrower and its  Subsidiaries  in connection  therewith,  when
aggregated with all such other  consideration  paid after the Closing Date under
this clause (d), does not exceed $100,000,000.

     6.5 Limitation on Sale of Assets. Convey, sell, lease, assign,  transfer or
otherwise dispose of any of its property, business or assets (including, without
limitation, receivables and leasehold interests), whether now owned or hereafter
acquired,  other than in the ordinary course of business,  if the aggregate fair
market  value of such  Dispositions  from the Closing  Date to the time  thereof
after giving  effect  thereto would exceed  $25,000,000,  or, in the case of any
Subsidiary,  issue or sell any shares of such Subsidiary's  Capital Stock to any
Person  other  than the  Borrower  or any  Wholly  Owned  Subsidiary,  except as
permitted by subsection 6.4(b).

     6.6 Restricted Payments.  Declare or pay any dividend (other than dividends
payable  solely in common stock of the Person making such  dividend) on, or make
any payment on account of, or set apart assets for a sinking or other  analogous
fund for, the purchase, redemption,  defeasance, retirement or other acquisition
of, any Capital Stock of the Borrower or any Subsidiary of the Borrower, whether
now or hereafter outstanding, or make any other distribution in respect thereof,
either directly or indirectly,  whether in cash or property or in obligations of
the  Borrower  or any  Subsidiary  of the  Borrower  (collectively,  "Restricted
Payments"),  except  that so long as no Event of  Default  has  occurred  and is
continuing  or would  result  therefrom,  the  Borrower may declare and pay cash
dividends on its common stock.

     6.7 Limitation on Investments,  Loans and Advances. Make any advance, loan,
extension of credit or capital  contribution  to, or purchase any stock,  bonds,
notes,  debentures or other securities of, or any assets constituting a business
unit of, or make any other investment in, any Person, except:

     (a)  investments  made in the ordinary  course of the Borrower's  business,
including investments in Mortgage Loans,  Mortgage-Backed  Securities,  mortgage
servicing rights and Hedge Contracts;

     (b) investments in Cash Equivalents;

     (c) loans and advances to employees of the Borrower and its Subsidiaries in
an aggregate amount not to exceed $2,500,000 at any time outstanding;

     (d) loans permitted under subsection 6.2(c); and

     (e)  additional  investments  in  Persons  other than the  Borrower  or any
Subsidiary of the Borrower, in an aggregate amount not to exceed $100,000,000 at
any time outstanding.

     6.8  Transactions  with  Affiliates.  Except for the  agreements  listed on
Schedule 6.8, enter into any transaction,  including,  without  limitation,  any
purchase,  sale,  lease or exchange of property or the rendering of any service,
with any Affiliate  unless such transaction is upon fair and reasonable terms no
less favorable to the Borrower or such  Subsidiary,  as the case may be, than it
would obtain in a comparable arm's length  transaction with a Person that is not
an Affiliate.


<PAGE>


     6.9 Changes in Fiscal  Periods.  Permit the fiscal year of the  Borrower to
end on a day other than the last day of September.

     6.10 Lines of Business. Enter into any business, either directly or through
any  Subsidiary  of the  Borrower,  except  for  those  businesses  in which the
Borrower and its  Subsidiaries are engaged on the date of this Agreement or that
are reasonably related thereto.


                          SECTION 7. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

     (a) the  Borrower  shall fail to pay any  principal of any Loan when due in
accordance with the terms hereof; or the Borrower shall fail to pay any interest
on any Loan,  or any other  amount  payable  hereunder  or under any other  Loan
Document,  within five days after any such interest or other amount  becomes due
in accordance with the terms hereof or thereof; or

     (b) any  representation  or warranty  made or deemed  made by the  Borrower
herein or in any other Loan  Document or that is contained  in any  certificate,
document or financial or other statement furnished by it at any time under or in
connection  with this  Agreement or any other Loan Document  shall prove to have
been  inaccurate  in any  material  respect  on or as of the date made or deemed
made; or

     (c) the Borrower  shall  default in the  observance or  performance  of any
agreement  contained in clause (i) or (ii) of Section 5.4(a),  Section 5.7(a) or
Section 6; or

     (d) the Borrower  shall  default in the  observance or  performance  of any
other  agreement  contained in this Agreement or any other Loan Document  (other
than as provided in paragraphs  (a) through (c) of this  Section),  and any such
default  described in this paragraph (d) shall continue  unremedied for a period
of 30 days; or

     (e) the  Borrower  or any of its  Subsidiaries  shall  (i)  default  in any
payment of principal of or interest on any  Indebtedness  (other than the Loans)
or in the  payment  of any Hedge  Termination  Obligation,  beyond the period of
grace,  if any,  provided  in the  instrument  or  agreement  under  which  such
Indebtedness or Hedge Termination Obligation was created; or (ii) default in the
observance or  performance of any other  agreement or condition  relating to any
such Indebtedness or Hedge Termination Obligation or contained in any instrument
or agreement evidencing,  securing or relating thereto, or any other event shall
occur or  condition  exist,  the  effect  of  which  default  or other  event or
condition is to cause,  or to permit the holder or holders of such  Indebtedness
or Hedge Termination  Obligation or beneficiary (or a trustee or agent on behalf
of such holder or holders or beneficiary) to cause, with the giving of notice if
required,  such  Indebtedness to become due prior to its stated maturity or such
Hedge  Termination  Obligation to become  payable;  provided,  however,  that no
Default  or Event of  Default  shall  exist  under  this  paragraph  unless  the
aggregate amount of Indebtedness and/or Hedge Termination Obligations in respect
of which any default or other event or condition  referred to in this  paragraph
shall have occurred shall be equal to at least $25,000,000; or



<PAGE>


     (f) (i) the Borrower or any of its  Subsidiaries  shall  commence any case,
proceeding  or  other  action  (A)  under  any  existing  or  future  law of any
jurisdiction,   domestic  or  foreign,   relating  to  bankruptcy,   insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with  respect to it, or seeking to  adjudicate  it a bankrupt or  insolvent,  or
seeking  reorganization,   arrangement,   adjustment,  winding-up,  liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking  appointment  of a receiver,  trustee,  custodian,  conservator or other
similar official for it or for all or any substantial part of its assets, or the
Borrower  or any of its  Subsidiaries  shall make a general  assignment  for the
benefit of its creditors;  or (ii) there shall be commenced against the Borrower
or any of its  Subsidiaries  any case,  proceeding  or other  action of a nature
referred  to in clause (i) above  that (A)  results in the entry of an order for
relief or any such  adjudication  or  appointment  or (B)  remains  undismissed,
undischarged  or  unbonded  for a period  of 60 days;  or (iii)  there  shall be
commenced  against the Borrower or any of its Subsidiaries any case,  proceeding
or  other  action  seeking  issuance  of a  warrant  of  attachment,  execution,
distraint or similar process  against all or any substantial  part of its assets
that  results in the entry of an order for any such  relief  that shall not have
been vacated, discharged, or stayed or bonded pending appeal within 60 days from
the entry thereof;  or (iv) the Borrower or any of its  Subsidiaries  shall take
any action in  furtherance  of, or  indicating  its consent to,  approval of, or
acquiescence  in, any of the acts set forth in clause (i), (ii), or (iii) above;
or (v) the Borrower or any of its Subsidiaries  shall generally not, or shall be
unable to, or shall  admit in writing  its  inability  to, pay its debts as they
become due; or

     (g) (i) any Person shall engage in any "prohibited transaction" (as defined
in Section 406 of ERISA or Section 4975 of the Code)  involving  any Plan,  (ii)
any  "accumulated  funding  deficiency"  (as  defined in Section  302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan shall arise on the assets of the  Borrower or any Commonly
Controlled  Entity,  (iii) a  Reportable  Event shall occur with  respect to, or
proceedings  shall  commence to have a trustee  appointed (or a trustee shall be
appointed) to  administer,  or to terminate,  any Single  Employer  Plan,  which
Reportable  Event or commencement of proceedings or appointment of a trustee is,
in the  reasonable  opinion  of the  Required  Lenders,  likely to result in the
termination  of such Plan for  purposes  of Title IV of ERISA,  (iv) any  Single
Employer  Plan  shall  terminate  for  purposes  of Title IV of  ERISA,  (v) the
Borrower or any Commonly  Controlled Entity shall, or in the reasonable  opinion
of the Required  Lenders is likely to, incur any liability in connection  with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or
(vi) any other event or  condition  shall occur or exist with respect to a Plan;
and in each case in clauses (i) through  (vi)  above,  such event or  condition,
together with all other such events or conditions,  if any,  could,  in the sole
judgment  of the  Required  Lenders,  reasonably  be expected to have a Material
Adverse Effect; or

     (h) one or more judgments or decrees shall be entered  against the Borrower
or any of its  Subsidiaries  involving in the aggregate a liability (not paid or
fully  covered by  insurance  as to which the  relevant  insurance  company  has
acknowledged coverage) of $25,000,000 or more, and all such judgments or decrees
shall not have been vacated, discharged,  stayed or bonded pending appeal within
60 days from the entry thereof; or

     (i)  National  Australia  Bank  Limited  shall  cease to own,  directly  or
indirectly, 75% of the Capital Stock of the Borrower;



<PAGE>


then, and in any such event, (A) if such event is an Event of Default  specified
in clause  (i) or (ii) of  paragraph  (f) above with  respect  to the  Borrower,
automatically  the  Commitments  shall  immediately   terminate  and  the  Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents shall immediately become due and payable,
and (B) if such  event is any  other  Event of  Default,  either  or both of the
following  actions may be taken:  (i) with the consent of the Required  Lenders,
the Administrative  Agent may, or upon the request of the Required Lenders,  the
Administrative  Agent  shall,  by notice to the Borrower  declare the  Revolving
Commitments  to be terminated  forthwith,  whereupon  the Revolving  Commitments
shall immediately terminate;  and (ii) with the consent of the Required Lenders,
the Administrative  Agent may, or upon the request of the Required Lenders,  the
Administrative  Agent  shall,  by  notice  to the  Borrower,  declare  the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement  and  the  other  Loan  Documents  to be due  and  payable  forthwith,
whereupon the same shall immediately become due and payable.

                              SECTION 8. THE AGENTS

     8.1 Appointment. Each Lender hereby irrevocably designates and appoints the
Administrative  Agent as the agent of such Lender under this  Agreement  and the
other  Loan  Documents,   and  each  such  Lender  irrevocably   authorizes  the
Administrative  Agent, in such capacity, to take such action on its behalf under
the  provisions of this  Agreement and the other Loan  Documents and to exercise
such  powers  and  perform  such  duties  as  are  expressly  delegated  to  the
Administrative  Agent  by the  terms  of  this  Agreement  and  the  other  Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding  any provision to the contrary elsewhere in this Agreement,  the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary  relationship with any Lender,  and
no  implied  covenants,  functions,  responsibilities,  duties,  obligations  or
liabilities  shall be read into this  Agreement  or any other Loan  Document  or
otherwise exist against the Administrative Agent.

     8.2 Delegation of Duties. The  Administrative  Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters  pertaining  to such  duties.  The  Administrative  Agent  shall  not be
responsible for the negligence or misconduct of any agents or attorneys  in-fact
selected by it with reasonable care.

     8.3 Exculpatory  Provisions.  Neither any Agent nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be
(i) liable for any  action  lawfully  taken or omitted to be taken by it or such
Person under or in  connection  with this  Agreement or any other Loan  Document
(except  to the  extent  that  any of the  foregoing  is  found  by a final  and
nonappealable  decision of a court of competent  jurisdiction  to have  resulted
from its or such Person's own gross  negligence or willful  misconduct)  or (ii)
responsible  in any manner to any of the Lenders for any  recitals,  statements,
representations  or  warranties  made by the  Borrower  or any  officer  thereof
contained in this  Agreement or any other Loan  Document or in any  certificate,
report,  statement or other document referred to or provided for in, or received
by the Agents  under or in  connection  with,  this  Agreement or any other Loan
Document or for the value, validity, effectiveness,  genuineness, enforceability
or  sufficiency  of this Agreement or any other Loan Document or for any failure
of the Borrower to perform its obligations  hereunder or thereunder.  The Agents
shall not be under any obligation to any Lender to ascertain or to inquire as to
the  observance  or  performance  of any  of the  agreements  contained  in,  or
conditions  of, this  Agreement  or any other Loan  Document,  or to inspect the
properties, books or records of the Borrower.



<PAGE>


     8.4 Reliance by  Administrative  Agent. The  Administrative  Agent shall be
entitled to rely, and shall be fully protected in relying,  upon any instrument,
writing, resolution, notice, consent, certificate,  affidavit, letter, telecopy,
telephone,  telex or teletype  message,  statement,  order or other  document or
conversation  believed by it to be genuine and correct and to have been  signed,
sent or made by the proper  Person or Persons and upon advice and  statements of
legal counsel (including counsel to the Borrower),  independent  accountants and
other experts selected by the Administrative Agent. The Administrative Agent may
deem and  treat  the payee of any Note as the  owner  thereof  for all  purposes
unless a written  notice of assignment,  negotiation  or transfer  thereof shall
have been filed with the Administrative Agent. The Administrative Agent shall be
fully  justified in failing or refusing to take any action under this  Agreement
or any  other  Loan  Document  unless  it shall  first  receive  such  advice or
concurrence of the Required Lenders (or, if so specified by this Agreement,  all
Lenders)  as it deems  appropriate  or it  shall  first  be  indemnified  to its
satisfaction  by the Lenders  against any and all liability and expense that may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative  Agent  shall in all cases be fully  protected  in acting,  or in
refraining  from acting,  under this  Agreement and the other Loan  Documents in
accordance  with a request of the Required  Lenders (or, if so specified by this
Agreement, all Lenders), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans.

     8.5 Notice of Default. The Administrative Agent shall not be deemed to have
knowledge  or  notice  of the  occurrence  of any  Default  or Event of  Default
hereunder unless the  Administrative  Agent has received notice from a Lender or
the Borrower  referring to this  Agreement,  describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative  Agent receives such a notice, the Administrative Agent shall
give notice  thereof to the Lenders.  The  Administrative  Agent shall take such
action with respect to such  Default or Event of Default as shall be  reasonably
directed by the Required  Lenders (or, if so  specified by this  Agreement,  all
Lenders);  provided  that unless and until the  Administrative  Agent shall have
received  such  directions,  the  Administrative  Agent  may (but  shall  not be
obligated to) take such action, or refrain from taking such action, with respect
to such  Default  or Event of Default  as it shall  deem  advisable  in the best
interests of the Lenders.

     8.6  Non-Reliance  on  Agents  and Other  Lenders.  Each  Lender  expressly
acknowledges  that  neither  the  Agents nor any of their  respective  officers,
directors,  employees,  agents,  attorneys-in-fact  or affiliates  have made any
representations  or  warranties  to it and  that no act by any  Agent  hereafter
taken,  including  any review of the affairs of the Borrower or any affiliate of
the Borrower,  shall be deemed to constitute any  representation  or warranty by
any Agent to any  Lender.  Each  Lender  represents  to the Agents  that it has,
independently and without reliance upon any Agent or any other Lender, and based
on such  documents and  information as it has deemed  appropriate,  made its own
appraisal  of  and  investigation  into  the  business,  operations,   property,
financial  and other  condition  and  creditworthiness  of the  Borrower and its
affiliates and made its own decision to make its Loans  hereunder and enter into
this  Agreement.  Each Lender also represents  that it will,  independently  and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem  appropriate at the time,  continue to make its
own credit  analysis,  appraisals  and  decisions in taking or not taking action
under  this  Agreement  and  the  other  Loan   Documents,   and  to  make  such
investigation  as it  deems  necessary  to  inform  itself  as to the  business,
operations,  property, financial and other condition and creditworthiness of the
Borrower and its  affiliates.  Except for notices,  reports and other  documents
expressly  required to be furnished to the Lenders by the  Administrative  Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business,
operations,   property,   condition  (financial  or  otherwise),   prospects  or
creditworthiness of the Borrower or any of its affiliates that may come into the
possession  of the  Administrative  Agent  or any  of its  officers,  directors,
employees, agents, attorneys-in-fact or affiliates.



<PAGE>


     8.7  Indemnification.  The  Lenders  agree to  indemnify  each Agent in its
capacity  as such (to the extent not  reimbursed  by the  Borrower  and  without
limiting the  obligation of the Borrower to do so),  ratably  according to their
respective  Aggregate  Exposure  Percentages  in  effect  on the  date on  which
indemnification  is sought under this Section (or, if  indemnification is sought
after the date upon which the  Commitments  shall have  terminated and the Loans
shall have been paid in full, ratably in accordance with such Aggregate Exposure
Percentages  immediately  prior  to such  date),  from and  against  any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or  disbursements  of any kind  whatsoever that may at any time
(whether before or after the payment of the Loans) be imposed on, incurred by or
asserted  against  such  Agent in any way  relating  to or  arising  out of, the
Commitments,  this  Agreement,  any of the other Loan Documents or any documents
contemplated   by  or  referred  to  herein  or  therein  or  the   transactions
contemplated  hereby or  thereby  or any  action  taken or omitted by such Agent
under or in connection with any of the foregoing;  provided that no Lender shall
be liable for the  payment  of 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.  The  agreements  in this Section  shall  survive the payment of the
Loans and all other amounts payable hereunder.

     8.8 Agent in Its Individual Capacity. Each entity which is an Agent and its
affiliates may make loans to, accept  deposits from and generally  engage in any
kind of  business  with the  Borrower  or any of its  affiliates  as though such
entity were not an Agent.  With respect to its Loans made or renewed by it, each
entity  which is an Agent  shall  have the same  rights  and  powers  under this
Agreement  and the other Loan  Documents as any Lender and may exercise the same
as though  it were not an Agent,  and the terms  "Lender"  and  "Lenders"  shall
include each entity which is an Agent in its individual capacity.

     8.9 Successor  Administrative Agent. The Administrative Agent may resign as
Administrative  Agent upon 10 days' notice to the Lenders and the Borrower,  and
the Administrative  Agent may be removed at any time with cause by an instrument
or  concurrent  instruments  in  writing  delivered  to  the  Borrower  and  the
Administrative  Agent and signed by the Required Lenders.  If the Administrative
Agent shall resign or be removed as  Administrative  Agent under this  Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among
the Lenders a  successor  agent for the  Lenders,  which  successor  agent shall
(unless an Event of Default  under  Section 7(a) or Section 7(f) with respect to
the Borrower  shall have occurred and be  continuing)  be subject to approval by
the Borrower  (which  approval shall not be  unreasonably  withheld or delayed),
whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative  Agent, and the term  "Administrative  Agent" shall mean such
successor  agent effective upon such  appointment  and approval,  and the former
Administrative  Agent's rights,  powers and duties as Administrative Agent shall
be  terminated,  without  any other or  further  act or deed on the part of such
former  Administrative  Agent or any of the  parties  to this  Agreement  or any
holders  of the  Loans.  If no  successor  agent  has  accepted  appointment  as
Administrative  Agent by the date that is 10 days  following  an  Administrative
Agent's  notice  of  resignation  or its  removal,  the  Administrative  Agent's
resignation or removal shall  nevertheless  thereupon  become  effective and the
Lenders shall assume and perform all of the duties of the  Administrative  Agent
hereunder  until such time, if any, as the Required  Lenders appoint a successor
agent as provided for above.  After any  Administrative  Agent's  resignation or
removal as Administrative Agent, the provisions of this Section 8 shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Loan Documents.

     8.10 Other Agents.  Notwithstanding any provision to the contrary elsewhere
in this Agreement,  no Agent other than the Administrative  Agent shall have any
duties or  responsibilities  hereunder or under any other Loan Document,  or any
fiduciary  relationship with any Lender,  and no implied  covenants,  functions,
responsibilities,  duties,  obligations or  liabilities  shall be read into this
Agreement or any other Loan Document or otherwise exist against any such Agent.




<PAGE>


                            SECTION 9. MISCELLANEOUS

     9.1  Amendments  and  Waivers.  Neither  this  Agreement,  any  other  Loan
Document,  nor any terms  hereof or  thereof  may be  amended,  supplemented  or
modified  except in  accordance  with the  provisions  of this  Section 9.1. The
Required  Lenders and the  Borrower  may,  or,  with the written  consent of the
Required Lenders,  the  Administrative  Agent and the Borrower may, from time to
time, (a) enter into written amendments, supplements or modifications hereto and
to the other Loan  Documents  for the purpose of adding any  provisions  to this
Agreement  or the other Loan  Documents  or changing in any manner the rights of
the Lenders or of the Borrower  hereunder or  thereunder  or (b) waive,  on such
terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such  instrument,  any of the  requirements  of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences;  provided,  however,  that no such  waiver and no such  amendment,
supplement or modification shall (i) eliminate or reduce any voting rights under
this Section 9.1,  forgive the  principal  amount or extend the final  scheduled
date of  maturity  of any Loan,  reduce the stated  rate of any  interest or fee
payable  hereunder  or extend the  scheduled  date of any  payment  thereof,  or
increase  the amount or extend the  expiration  date of any  Lender's  Revolving
Commitment,  in each case without the consent of each Lender  directly  affected
thereby;  (ii) reduce any  percentage  specified in the  definition  of Required
Lenders or consent to the  assignment  or transfer by the Borrower of any of its
rights and obligations under this Agreement and the other Loan Documents without
the  consent of all  Lenders;  (iii)  amend,  modify or waive any  provision  of
Section 8 without the consent of the Administrative Agent, or (iv) amend, modify
or waive  any  provision  of  Section  2.3 or 2.4  without  the  consent  of the
Swingline  Lenders.  Any such  waiver  and any  such  amendment,  supplement  or
modification  shall  apply  equally to each of the  Lenders and shall be binding
upon the Borrower,  the Lenders, the Administrative Agent and all future holders
of the Loans.  In the case of any  waiver,  the  Borrower,  the  Lenders and the
Administrative  Agent  shall be  restored to their  former  position  and rights
hereunder  and under the  other  Loan  Documents,  and any  Default  or Event of
Default  waived  shall be  deemed to be cured  and not  continuing;  but no such
waiver shall extend to any  subsequent or other Default or Event of Default,  or
impair any right consequent thereon.

     9.2 Notices.  Unless  otherwise  expressly  provided  herein,  all notices,
requests and demands to or upon the  respective  parties  hereto to be effective
shall be in writing  (including by telecopy),  and, unless  otherwise  expressly
provided herein, shall be deemed to have been duly given or made when delivered,
or three Business Days after being deposited in the mail,  postage prepaid,  or,
in the case of telecopy notice, when received,  addressed as follows in the case
of  the  Borrower  and  the  Administrative  Agent,  and  as  set  forth  in  an
administrative  questionnaire  delivered to the Administrative Agent in the case
of the Lenders,  or to such other  address as may be  hereafter  notified by the
respective parties hereto:


         The Borrower:                               HomeSide Lending, Inc.
                                                     7301 Baymeadows Way
                                                     Jacksonville, FL  32256
                                                     Attention:  W. Blake Wilson
                                                     Telecopy:  904-281-7968

         The Administrative Agent:          The Chase Manhattan Bank
                                                     270 Park Avenue
                                                     New York, NY  10017
                                                     Attention: Lisa Schwabe
                                                     Telecopy: 212-270-1001


<PAGE>



         with a copy to:              Chase Loan and Agency Services Group
                                      One Chase Manhattan Plaza, 8th Floor
                                      New York, NY  10081
                                      Attention: Christina Gould
                                      Telecopy: 212-552-7500

provided that any notice,  request or demand to or upon the Administrative Agent
or the Lenders shall not be effective until received.

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

     9.4 Survival of Representations  and Warranties.  All  representations  and
warranties  made  hereunder,  in the other Loan  Documents  and in any document,
certificate or statement  delivered  pursuant  hereto or in connection  herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans hereunder.



<PAGE>


     9.5  Payment of  Expenses  and  Taxes.  The  Borrower  agrees (a) to pay or
reimburse the Administrative  Agent for all its out-of-pocket costs and expenses
incurred in connection with the  development,  preparation and execution of, and
any amendment,  supplement or modification to, this Agreement and the other Loan
Documents and any other documents prepared in connection  herewith or therewith,
and the consummation and administration of the transactions  contemplated hereby
and thereby,  including the reasonable fees and  disbursements of counsel to the
Administrative Agent and filing and recording fees and expenses, with statements
with respect to the  foregoing  to be  submitted  to the  Borrower  prior to the
Closing  Date (in the case of amounts to be paid on the  Closing  Date) and from
time to time thereafter on a quarterly basis or such other periodic basis as the
Administrative Agent shall deem appropriate, (b) to pay or reimburse each Lender
and the  Administrative  Agent  for all  its  costs  and  expenses  incurred  in
connection  with the  enforcement  or  preservation  of any  rights  under  this
Agreement, the other Loan Documents and any such other documents,  including the
fees and disbursements of counsel  (including the allocated fees and expenses of
in-house counsel) to each Lender and of counsel to the Administrative Agent, (c)
to pay and indemnify and hold harmless each Lender and the Administrative  Agent
from,  any and all  recording and filing fees and any and all  liabilities  with
respect  to, or  resulting  from any delay in  paying,  stamp,  excise and other
taxes,  if any,  that may be payable or  determined  to be payable in connection
with the execution and delivery of, or consummation or  administration of any of
the transactions  contemplated by, or any amendment,  supplement or modification
of, or any waiver or consent under or in respect of, this  Agreement,  the other
Loan  Documents and any such other  documents,  and (d) to pay and indemnify and
hold  harmless  each  Lender  and each  Agent  and  their  respective  officers,
directors,  employees,  affiliates,  agents and  controlling  persons (each,  an
"Indemnitee")  from and  against  any and all  other  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements  of any kind or nature  whatsoever  with respect to the execution,
delivery,  enforcement,  performance and  administration of this Agreement,  the
other  Loan  Documents  and  any  such  other  documents,  including  any of the
foregoing  relating  to the use of proceeds  of the Loans or the  violation  of,
noncompliance  with or liability under any  Environmental  Law applicable to the
operations of the Borrower, any of its Subsidiaries or any of the Properties and
the  reasonable  fees and expenses of legal counsel in  connection  with claims,
actions or  proceedings  by any  Indemnitee  against the Borrower under any Loan
Document (all the foregoing in this clause (d),  collectively,  the "Indemnified
Liabilities"), provided, that the Borrower shall have no obligation hereunder to
any  Indemnitee  with  respect to  Indemnified  Liabilities  to the extent  such
Indemnified  Liabilities  result from the gross negligence or willful misconduct
of such Indemnitee.  The agreements in this Section 9.5 shall survive  repayment
of the Loans and all other amounts payable hereunder.

     9.6  Successors  and  Assigns;  Participations  and  Assignments.  (a) This
Agreement  shall be binding upon and inure to the benefit of the  Borrower,  the
Lenders,  the  Agents,  all  future  holders  of the Loans and their  respective
successors and assigns,  except that the Borrower may not assign or transfer any
of its rights or  obligations  under this  Agreement  without the prior  written
consent of each Lender.

     (b)  Any  Lender  may,   without  the  consent  of  the   Borrower  or  the
Administrative Agent, in accordance with applicable law, at any time sell to one
or more banks,  financial institutions or other entities (each, a "Participant")
participating interests in any Loan owing to such Lender, any Commitment of such
Lender or any other  interest of such Lender  hereunder and under the other Loan
Documents. In the event of any such sale by a Lender of a participating interest
to a Participant,  such Lender's  obligations  under this Agreement to the other
parties to this  Agreement  shall  remain  unchanged,  such Lender  shall remain
solely  responsible  for the performance  thereof,  such Lender shall remain the
holder of any such Loan for all purposes under this Agreement and the other Loan
Documents,  and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. In no event shall
any  Participant  under any such  participation  have any right to  approve  any
amendment or waiver of any provision of any Loan Document, or any consent to any
departure by the Borrower  therefrom,  except to the extent that such amendment,
waiver or consent  would reduce the  principal  of, or interest on, the Loans or
any fees payable  hereunder,  or postpone the date of the final  maturity of the
Loans,  in each case to the extent subject to such  participation.  The Borrower
also agrees that each Participant  shall be entitled to the benefits of Sections
2.15, 2.16 and 2.17 with respect to its participation in the Commitments and the
Loans  outstanding  from time to time as if it were a Lender;  provided that, in
the  case of  Section  2.16,  such  Participant  shall  have  complied  with the
requirements of said Section and provided, further, that no Participant shall be
entitled to receive any greater  amount  pursuant to any such  Section  than the
transferor  Lender would have been  entitled to receive in respect of the amount
of the  participation  transferred by such transferor Lender to such Participant
had no such transfer occurred.



<PAGE>


     (c) Any Lender (an  "Assignor")  may, in accordance with applicable law, at
any time and from time to time assign to any Lender, any affiliate of any Lender
or any Approved Fund or, with the consent of the Borrower and the Administrative
Agent (which, in each case, shall not be unreasonably withheld or delayed) to an
additional  bank,  financial  institution or other entity (an "Assignee") all or
any part of its  rights and  obligations  under this  Agreement  pursuant  to an
Assignment and Acceptance executed by such Assignee, such Assignor and any other
Person whose consent is required pursuant to this paragraph and delivered to the
Administrative Agent for its acceptance and recording in the Register;  provided
that no such assignment to an Assignee (other than any Lender,  any affiliate of
any Lender or any Approved  Fund) shall be in an aggregate  principal  amount of
less  than  $10,000,000  (other  than in the case of an  assignment  of all of a
Lender's  interests  under  this  Agreement),  unless  otherwise  agreed  by the
Borrower and the Administrative Agent and provided further that each Lender must
retain a Commitment of not less than  $10,000,000 (if it retains any Commitment)
after giving effect to any assignment.  For purposes of the proviso contained in
the  preceding  sentence,  the amount  described  therein shall be aggregated in
respect  of each  Lender  and its  related  Approved  Funds,  if any.  Upon such
execution, delivery, acceptance and recording, from and after the effective date
determined  pursuant  to  such  Assignment  and  Acceptance,  (x)  the  Assignee
thereunder  shall  be a  party  hereto  and,  to the  extent  provided  in  such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with a  Commitment  and/or  Loans as set  forth  therein,  and (y) the  Assignor
thereunder  shall, to the extent provided in such Assignment and Acceptance,  be
released  from its  obligations  under this  Agreement  (and,  in the case of an
Assignment and Acceptance  covering all of an Assignor's  rights and obligations
under  this  Agreement,  such  Assignor  shall  cease  to  be a  party  hereto).
Notwithstanding  any  provision of this Section 9.6, the consent of the Borrower
shall not be required  for any  assignment  that occurs when an Event of Default
pursuant to Section 7(f) shall have occurred and be  continuing  with respect to
the Borrower.

     (d) The Administrative Agent shall, on behalf of the Borrower,  maintain at
its address  referred to in Section 9.2 a copy of each Assignment and Acceptance
delivered to it and a register (the "Register") for the recordation of the names
and addresses of the Lenders and the Commitment of, and the principal  amount of
the Loans owing to, each Lender from time to time.  The entries in the  Register
shall be conclusive,  in the absence of manifest  error,  and the Borrower,  the
Administrative  Agent and the  Lenders  shall  treat each  Person  whose name is
recorded in the Register as the owner of the Loans and any Notes  evidencing the
Loans recorded therein for all purposes of this Agreement. Any assignment of any
Loan,  whether  or not  evidenced  by a  Note,  shall  be  effective  only  upon
appropriate  entries with respect  thereto  being made in the Register (and each
Note shall expressly so provide). Any assignment or transfer of all or part of a
Loan evidenced by a Note shall be registered on the Register only upon surrender
for  registration  of assignment or transfer of the Note  evidencing  such Loan,
accompanied by a duly executed  Assignment and Acceptance,  and thereupon one or
more new Notes shall be issued to the designated Assignee.

     (e) Upon  its  receipt  of an  Assignment  and  Acceptance  executed  by an
Assignor,  an Assignee and any other Person whose consent is required by Section
9.6(c),  together with payment to the Administrative Agent of a registration and
processing fee of $3,500,  the  Administrative  Agent shall (i) promptly  accept
such Assignment and Acceptance and (ii) record the information contained therein
in the Register on the effective date determined pursuant thereto.

     (f) The Borrower  authorizes  each Lender to disclose to any Participant or
Assignee  (each,  a  "Transferee")  and any  prospective  Transferee any and all
financial  information in such Lender's  possession  concerning the Borrower and
its  Affiliates  which has been  delivered to such Lender by or on behalf of the
Borrower  pursuant to this  Agreement or which has been delivered to such Lender
by or on  behalf  of the  Borrower  in  connection  with  such  Lender's  credit
evaluation of the Borrower and its Affiliates  prior to becoming a party to this
Agreement,  so  long as  such  Transferee  is  informed  of the  confidentiality
provisions of Section 9.14 and agrees that by its acceptance of such information
it shall be deemed to be bound thereby.



<PAGE>


     (g)  Anything  herein  to  the  contrary  notwithstanding,  any  Lender  (a
"Granting  Lender")  may  grant to a special  purpose  funding  vehicle  that is
managed or administered  by such Granting Lender (an "SPC"),  identified as such
in writing from time to time by such Granting Lender to the Administrative Agent
and the  Borrower,  the option to provide to the Borrower all or any part of any
Loan that such  Granting  Lender  otherwise  would be  obligated  to make to the
Borrower  pursuant to Section  2.1 and,  in such event,  such SPC shall have all
rights and  benefits  of a Lender to the extent of the Loan so  provided  by it,
provided that (i) nothing herein shall  constitute a commitment or an assignment
or assumption of any portion of such Granting  Lender's  Commitment to or by any
SPC to make any Loan and (ii) if an SPC elects not to  exercise  such  option to
make a Loan or otherwise fails to provide all or any part thereof, such Granting
Lender shall remain  obligated to make such Loan  pursuant to the terms  hereof.
The  making  of a Loan by an SPC  hereunder  shall be  deemed  to  constitute  a
utilization of the Commitment of the Granting Lender to the same extent,  and as
if, such Loan were made by the Granting Lender.  Each party hereto hereby agrees
that no SPC shall be liable  for any  indemnity  or similar  payment  obligation
under this  Agreement  (all  liability  for which shall  remain with the related
Granting  Lender).  In furtherance  of the  foregoing,  each party hereto hereby
agrees (which  agreement shall survive the termination of this Agreement)  that,
prior to the date that is one year and one day after the  payment in full of all
outstanding senior  indebtedness of any SPC, it will not institute  against,  or
join  any  other  person  in  instituting  against,  such  SPC  any  bankruptcy,
reorganization,  arrangement,  insolvency or liquidation  proceedings or similar
proceedings  under  the laws of the  United  States  or any  State  thereof.  In
addition,  notwithstanding  anything to the  contrary  contained in this Section
9.6, any SPC may (i) with notice to, but without the prior  written  consent of,
the Borrower or the  Administrative  Agent and without paying any processing fee
therefor,  assign all or a portion of its interests in any Loans to its Granting
Lender and (ii)  disclose  (subject to an agreement by the recipient to maintain
the confidentiality  thereof consistent with the requirements of Section 9.6(f))
any  non-public  information  relating  to  its  Loans  to  any  rating  agency,
commercial  paper  dealer  or  provider  of a  surety,  guarantee  or  credit or
liquidity enhancement to such SPC.

     (h) For avoidance of doubt, the parties to this Agreement  acknowledge that
the  provisions of this Section 9.6  concerning  assignments  of Loans and Notes
relate only to absolute  assignments  and that such  provisions  do not prohibit
assignments creating security interests, including any pledge or assignment by a
Lender  of any  Loan or Note to any  Federal  Reserve  Bank in  accordance  with
applicable law.

     9.7  Adjustments;  Set-off.  (a) Except to the extent  that this  Agreement
expressly  provides for payments to be allocated to a particular  Lender, if any
Lender (a  "Benefitted  Lender") shall receive any payment of all or part of the
Obligations  owing to it, or receive any collateral in respect thereof  (whether
voluntarily or involuntarily,  by set-off,  pursuant to events or proceedings of
the nature referred to in Section 7(f), or otherwise),  in a greater  proportion
than any such payment to or collateral  received by any other Lender, if any, in
respect of the Obligations  owing to such other Lender,  such Benefitted  Lender
shall purchase for cash from the other Lenders a participating  interest in such
portion of the  Obligations  owing to each such other  Lender,  or shall provide
such  other  Lenders  with  the  benefits  of any such  collateral,  as shall be
necessary  to cause  such  Benefitted  Lender to share  the  excess  payment  or
benefits of such collateral ratably with each of the Lenders; provided, however,
that if all or any  portion of such excess  payment or  benefits  is  thereafter
recovered from such Benefitted Lender, such purchase shall be rescinded, and the
purchase  price and  benefits  returned,  to the  extent of such  recovery,  but
without interest.

     (b) In addition to any rights and remedies of the Lenders  provided by law,
each Lender shall have the right, without prior notice to the Borrower, any such
notice  being  expressly  waived by the  Borrower  to the  extent  permitted  by
applicable  law,  upon any amount  becoming past due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise), to set
off and appropriate and apply against such amount any and all deposits  (general
or special,  time or demand,  provisional  or final),  in any currency,  and any
other credits,  indebtedness  or claims,  in any currency,  in each case whether
direct or indirect,  absolute or contingent,  matured or unmatured,  at any time
held or owing by such  Lender  or any  branch or  agency  thereof  to or for the
credit or the account of the  Borrower,  as the case may be. Each Lender  agrees
promptly  to notify the  Borrower  and the  Administrative  Agent after any such
setoff and  application  made by such Lender,  provided that the failure to give
such notice shall not affect the validity of such setoff and application.



<PAGE>


     9.8  Counterparts.  This  Agreement  may be  executed by one or more of the
parties to this  Agreement  on any number of separate  counterparts,  and all of
said counterparts  taken together shall be deemed to constitute one and the same
instrument.  Delivery  of an  executed  signature  page  of  this  Agreement  by
facsimile  transmission  shall be effective  as delivery of a manually  executed
counterpart  hereof.  A set of the  copies of this  Agreement  signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

     9.9  Severability.  Any provision of this  Agreement  that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

     9.10 Integration. This Agreement and the other Loan Documents represent the
entire agreement of the Borrower,  the Administrative Agent and the Lenders with
respect to the subject  matter  hereof and  thereof,  and there are no promises,
undertakings,  representations or warranties by the Administrative  Agent or any
Lender  relative to subject  matter hereof or thereof not expressly set forth or
referred to herein or in the other Loan Documents.

     9.11 GOVERNING  LAW. THIS  AGREEMENT AND THE RIGHTS AND  OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

     9.12  Submission To  Jurisdiction;  Waivers.  Each party to this  Agreement
hereby irrevocably and unconditionally:

     (a) submits for itself and its property in any legal  action or  proceeding
relating to this  Agreement and the other Loan Documents to which it is a party,
or for recognition and  enforcement of any judgment in respect  thereof,  to the
non-exclusive  general  jurisdiction of the courts of the State of New York, the
courts of the United States for the Southern District of New York, and appellate
courts from any thereof;

     (b)  consents  that any such  action or  proceeding  may be brought in such
courts and waives any objection  that it may now or hereafter  have to the venue
of any such  action  or  proceeding  in any such  court or that  such  action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

     (c) agrees that service of process in any such action or proceeding  may be
effected  by mailing a copy  thereof by  registered  or  certified  mail (or any
substantially  similar form of mail),  postage prepaid, to its address set forth
in Section 9.2 or at such other address of which the Administrative  Agent shall
have been notified pursuant thereto;

     (d) agrees that nothing  herein shall affect the right to effect service of
process in any other manner  permitted by law or shall limit the right to sue in
any other jurisdiction; and

     (e) waives,  to the maximum  extent not prohibited by law, any right it may
have to claim or recover in any legal action or  proceeding  referred to in this
Section any special, exemplary, punitive or consequential damages.



<PAGE>


     9.13 Acknowledgements. The Borrower hereby acknowledges that:

     (a) it has been  advised  by  counsel  in the  negotiation,  execution  and
delivery of this Agreement and the other Loan Documents;

     (b) neither the Agents nor any Lender has any fiduciary  relationship  with
or duty to the Borrower  arising out of or in connection  with this Agreement or
any of the other Loan  Documents,  and the  relationship  between the Agents and
Lenders,  on the one hand,  and the  Borrower,  on the other hand, in connection
herewith or therewith is solely that of debtor and creditor; and

     (c) no joint  venture is created  hereby or by the other Loan  Documents or
otherwise  exists by virtue of the  transactions  contemplated  hereby among the
Lenders or among the Borrower and the Lenders.

     9.14  Confidentiality.  Each of the Agents and each  Lender  agrees to keep
confidential all non-public  information provided to it by the Borrower pursuant
to this Agreement that is designated by the Borrower as  confidential;  provided
that nothing  herein shall prevent any Agent or any Lender from  disclosing  any
such  information,  in each case in clause  (a),  (b) and (c) below  only to the
extent  necessary  or  required  to persons  having  responsibility  for matters
related to this Credit Agreement on a "need to know" basis (a) to any Agent, any
other  Lender,  any  affiliate  of any Lender or any Approved  Fund,  (b) to any
Transferee or prospective  Transferee  that agrees to comply with the provisions
of this Section, (c) to its employees, directors, agents, attorneys, accountants
and other professional advisors or those of any of its affiliates,  (d) upon the
request or demand of any Governmental Authority, (e) in response to any order of
any  court or other  Governmental  Authority  or as may  otherwise  be  required
pursuant to any  Requirement  of Law,  (f) if  requested or required to do so in
connection  with any litigation or similar  proceeding to which such Lender is a
party, (g) that has been publicly disclosed not as a result of violation of this
Section 9.14, (h) to the National Association of Insurance  Commissioners or any
similar  organization or any nationally  recognized  rating agency that requires
access to information about a Lender's  investment  portfolio in connection with
ratings  issued  with  respect to such  Lender,  or (i) in  connection  with the
exercise of any remedy hereunder or under any other Loan Document.

     9.15 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENTS AND THE LENDERS HEREBY
IRREVOCABLY  AND  UNCONDITIONALLY  WAIVE  TRIAL BY JURY IN ANY  LEGAL  ACTION OR
PROCEEDING  RELATING TO THIS  AGREEMENT  OR ANY OTHER LOAN  DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.


<PAGE>








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

              By: /s/ W. Blake Wilson
                 Name:  W. Blake Wilson
                 Title:  Chief Financial Officer


              THE CHASE MANHATTAN BANK, as Administrative Agent and as a Lender

              By: /s/ Roger Parker
                 Name:  Roger Parker
                 Title:   Vice-President


<PAGE>








                                                                       EXHIBIT A



                           FORM OF CLOSING CERTIFICATE


         Pursuant  to  subsection  4.1(d) of the Credit  Agreement,  dated as of
October __, 1999 (as amended,  supplemented  or otherwise  modified from time to
time, the "Credit Agreement"; terms defined therein being used herein as therein
defined),  among  HomeSide  Lending,  Inc.,  as  Borrower,  the Lenders  parties
thereto, and The Chase Manhattan Bank, as Administrative Agent, the undersigned,
as [title of  Responsible  Officer] of [Name of Loan Party] (the "Loan  Party"),
hereby certifies that:


1 Attached  hereto as Annex I is a true and complete  copy of the  [resolutions]
[unanimous  written  consent] duly adopted by the Board of Directors of the Loan
Party effective as of [date] authorizing the execution, delivery and performance
of the transactions  contemplated under the Credit Agreement; such [resolutions]
[unanimous  written  consent] have [has] not in any way been amended,  modified,
revoked  or  rescinded  and [have]  [has]  been in full  force and effect  since
[their]  [its]  adoption to and  including the date hereof and [are] [is] now in
full force and effect; and such [resolutions]  [unanimous written consent] [are]
[is] the only  corporate  [proceedings]  [proceeding]  of the Loan  Party now in
force relating to or affecting the matters referred to therein;

2 Attached  hereto as Annex II is a true and complete copy of the By-laws of the
Loan Party as in full force and effect as of the date  hereof;  and such By-laws
have not in any way been amended,  modified,  revoked or rescinded and have been
in full force and effect since their adoption;

3 Attached hereto as Annex III is a true and complete copy of the  [Certificate]
[Articles] of  Incorporation of the Loan Party as in full force and effect as of
the date hereof;

4 Immediately  prior to and immediately  after the making of the Loans requested
to be made on the date hereof and the  application of the proceeds  thereof,  no
Default or Event of Default will have occurred and be continuing;

5 The  representations  and  warranties  of the Loan Party set forth in any Loan
Document  to  which it is a party or which  are  contained  in any  certificate,
document  or  financial  or other  statement  furnished  pursuant  to the Credit
Agreement are true and correct on and as of the date hereof with the same effect
as if made on the date hereof;



<PAGE>









6 The following persons are the duly elected and qualified  officers of the Loan
Party holding the offices  indicated next to their  respective names below as of
the date hereof; the signatures  appearing opposite their respective names below
are the true and genuine signatures of such officers;  and each of such officers
is an authorized  signatory of the Loan Party and is duly  authorized to execute
and deliver on behalf of the Loan Party any and all notes,  notices,  documents,
statements  and papers under and relating to the Loan Documents to which it is a
party, including,  without limitation,  promissory notes, certificates and other
agreements,  and otherwise to act as an  authorized  signatory of the Loan Party
under the Loan  Documents  to which it is a party and all other  documents to be
executed in connection therewith for all purposes:


         Name                       Office                            Signature




                  IN WITNESS WHEREOF,  the undersigned has hereunto set his hand
and affixed the corporate seal of the Loan Party.



                                            Secretary

Dated:  October __, 1999                    Corporate Seal:



                  I,  _____________________,  [Title of Responsible  Officer] of
the Loan Party,  hereby  certify that  _____________,  whose  genuine  signature
appears above, is, as of the date hereof, the duly elected, qualified and acting
Secretary of the Loan Party.



                                              [Title of Responsible Officer]


<PAGE>








                                                                       EXHIBIT B

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE


         Reference is made to the Credit Agreement, dated as of October __, 1999
(as amended,  supplemented or otherwise  modified from time to time, the "Credit
Agreement"),  among HOMESIDE LENDING,  INC., a Florida corporation,  as Borrower
(the "Borrower"),  the several banks and other financial  institutions from time
to time parties to the Credit Agreement (collectively,  the "Lenders"),  BANK OF
AMERICA,  N.A.,  DEUTSCHE  BANK AG, NEW YORK  BRANCH and MORGAN  GUARANTY  TRUST
COMPANY OF NEW YORK, as Syndication Agents,  NATIONAL AUSTRALIA BANK LIMITED, as
Senior Managing Agent and Co-Arranger,  Chase Securities, Inc., as lead arranger
and book manager (in such capacity,  the  "Arranger"),  and THE CHASE  MANHATTAN
BANK, as administrative  agent (in such capacity,  the "Administrative  Agent").
Unless otherwise defined herein,  terms defined in the Credit Agreement and used
herein shall have the meanings given to them in the Credit Agreement.

         The Assignor  identified on Schedule l hereto (the  "Assignor") and the
Assignee identified on Schedule l hereto (the "Assignee") agree as follows:



7 The Assignor  hereby  irrevocably  sells and assigns to the  Assignee  without
recourse to the  Assignor,  and the Assignee  hereby  irrevocably  purchases and
assumes from the Assignor without recourse to the Assignor,  as of the Effective
Date (as  defined  below),  the  interest  described  in  Schedule 1 hereto (the
"Assigned  Interest") in and to the Assignor's  rights and obligations under the
Credit Agreement in a principal amount for the Assigned Interest as set forth on
Schedule 1 hereto.

8  The  Assignor  (a)  makes  no  representation  or  warranty  and  assumes  no
responsibility  with respect to any  statements,  warranties or  representations
made in or in connection with the Credit  Agreement,  any other Loan Document or
any other instrument or document  furnished  pursuant thereto or with respect to
the execution, legality, validity, enforceability,  genuineness,  sufficiency or
value of the Credit  Agreement,  any other Loan Document or any other instrument
or document  furnished  pursuant  thereto,  other than that the Assignor has not
created any adverse claim upon the interest  being  assigned by it hereunder and
that such  interest is free and clear of any such  adverse  claim;  (b) makes no
representation  or warranty  and assumes no  responsibility  with respect to the
financial  condition  of the  Borrower,  any of its  Subsidiaries  or any  other
obligor  or  the  performance  or  observance  by  the  Borrower,   any  of  its
Subsidiaries or any other obligor of any of their respective  obligations  under
the Credit  Agreement  or any other Loan  Document  or any other  instrument  or
document furnished  pursuant hereto or thereto;  and (c) attaches any Notes held
by it evidencing the Assigned Interest and (i) requests that the  Administrative
Agent, upon request by the Assignee,  exchange the attached Notes for a new Note
or Notes  payable to the  Assignee  and (ii) if the  Assignor  has  retained any
interest  under the Credit  Agreement  requests  that the  Administrative  Agent
exchange the attached Notes for a new Note or Notes payable to the Assignor,  in
each case in amounts which reflect the  assignment  being made hereby (and after
giving  effect to any other  assignments  which  have  become  effective  on the
Effective Date).



<PAGE>









9 The Assignee (a)  represents  and warrants  that it is legally  authorized  to
enter into this Assignment and  Acceptance;  (b) confirms that it has received a
copy of the Credit Agreement,  together with copies of the financial  statements
referred  to in or  delivered  pursuant  to Section  3.1 or 5.1 thereof and such
other  documents and  information  as it has deemed  appropriate to make its own
credit analysis and decision to enter into this  Assignment and Acceptance;  (c)
agrees that it will,  independently and without reliance upon the Assignor,  any
Agent or any other  Lender and based on such  documents  and  information  as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement, the other Loan Documents
or any other instrument or document  furnished  pursuant hereto or thereto;  (d)
appoints and authorizes the Administrative Agent to take such action as agent on
its  behalf  and to  exercise  such  powers  and  discretion  under  the  Credit
Agreement,  the other  Loan  Documents  and any  other  instrument  or  document
furnished pursuant thereto as are delegated to the  Administrative  Agent by the
terms  thereof,  together with such powers as are  incidental  thereto;  and (e)
agrees that it will be bound by the provisions of the Credit  Agreement and will
perform in accordance with its terms all the  obligations  which by the terms of
the Credit  Agreement are required to be performed by it as a Lender  including,
if it is organized  under the laws of a jurisdiction  outside the United States,
its obligation pursuant to subsection 2.16(d) of the Credit Agreement.

10 The effective date of this  Assignment and Acceptance  shall be the Effective
Date of  Assignment  described  in  Schedule 1 hereto  (the  "Effective  Date").
Following the execution of this Assignment and Acceptance,  it will be delivered
to  the  Administrative  Agent  for  acceptance  by  it  and  recording  by  the
Administrative  Agent  pursuant  to the Credit  Agreement,  effective  as of the
Effective   Date  (which  shall  not,   unless   otherwise   agreed  to  by  the
Administrative  Agent, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agent).

11 Upon such  acceptance and recording,  from and after the Effective  Date, the
Administrative Agent shall make all payments in respect of the Assigned Interest
(including  payments  of  principal,  interest,  fees and other  amounts) to the
Assignor  for  amounts  which  have  accrued  to the  Effective  Date and to the
Assignee for amounts which have accrued  subsequent to the Effective  Date.  The
Assignor and the Assignee shall make all appropriate  adjustments in payments by
the Administrative Agent for periods prior to the Effective Date or with respect
to the making of this assignment directly between themselves.

12 From and after the Effective  Date,  (a) the Assignee shall be a party to the
Credit  Agreement and, to the extent provided in this Assignment and Acceptance,
have (in  addition to such rights and  obligations  theretofore  held by it) the
rights and obligations of a Lender thereunder and under the other Loan Documents
and shall be bound by the provisions  thereof and (b) the Assignor shall, to the
extent provided in this Assignment and Acceptance,  relinquish its rights and be
released from its obligations  under the Credit Agreement (except under sections
2.15,  2.16,  5.8(c) and 9.5 of the Credit Agreement for the period prior to the
Effective Date).

13 This  Assignment  and  Acceptance  shall be  governed  by  and  construed  in
accordance with the laws of the State of New York.

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Assignment  and  Acceptance to be executed as of the date first above written by
their respective duly authorized officers on Schedule 1 hereto.


<PAGE>







                                   Schedule 1
                          to Assignment and Acceptance


Name of Assignor:

Name of Assignee:

Effective Date of Assignment:



                  Principal
                 Amount Assigned               Commitment Percentage Assigned1

                 $_______________                      __._____%


______________________                        _________________________
[Name of Assignee]                            [Name of Assignor]



By:                                            By:
Title:__________________________               Title:_______________________



[Consented to and ]Accepted:                                Consented To:

THE CHASE MANHATTAN BANK, as              HOMESIDE LENDING, INC.2
Administrative Agent


By:                                        By:
Title: __________________________          Title: _________________________


1.   Calculate the Commitment Percentage that is assigned to at least 15 decimal
     places  and  show  as a  percentage  of the  aggregate  commitments  of all
     Lenders.

2.   The  Borrower's  consent  may not be  required.  Section  9.6 of the Credit
     Agreement  provides that the consent of the Borrower is required unless the
     assignee  already is a Lender under the Credit Agreement or is an affiliate
     of a  Lender  or an  Approved  Fund or  there is a  Section  7(f)  Event of
     Default.
<PAGE>








                                                                     EXHIBIT D-1



                                 REVOLVING NOTE



$                                                             New York, New York
                                                              __________ , 199_


         FOR VALUE RECEIVED, the undersigned,  HOMESIDE LENDING, INC., a Florida
corporation  (the  "Borrower"),  hereby  unconditionally  promises to pay to the
order of (the "Lender") at the office of The Chase  Manhattan  Bank,  located at
270 Park Avenue,  New York, New York 10017, in lawful money of the United States
of  America  and in  immediately  available  funds,  on the  Maturity  Date  the
principal  amount of (a)  DOLLARS ($ ), or, if less,  (b) the  aggregate  unpaid
principal  amount of all  Revolving  Loans  made by the  Lender to the  Borrower
pursuant to subsection 2.1 of the Credit Agreement,  as hereinafter defined. The
Borrower  further  agrees to pay  interest  in like money at such  office on the
unpaid principal amount hereof from time to time outstanding at the rates and on
the dates specified in subsection 2.11of such Credit Agreement.

         The  holder of this  Note is  authorized  to  endorse  on the  schedule
annexed hereto and made a part hereof or on a  continuation  thereof which shall
be  attached  hereto and made a part  hereof  the date,  Type and amount of each
Revolving Loan made pursuant to the Credit  Agreement and the date and amount of
each payment or prepayment of principal thereof, each continuation thereof, each
conversion  of all or a portion  thereof  to  another  Type and,  in the case of
Eurodollar Loans, the length of each Interest Period with respect thereto.  Each
such  endorsement  shall  constitute prima facie evidence of the accuracy of the
information endorsed.  The failure to make any such endorsement shall not affect
the obligations of the Borrower in respect of such Revolving Loan.

         This Note (a) is one of the Notes  referred to in the Credit  Agreement
dated as of October , 1999 (as amended,  supplemented or otherwise modified from
time to time, the "Credit Agreement"), among the Borrower, the Lender, the other
banks and financial  institutions or entities from time to time parties thereto,
Bank of America,  N.A.,  Deutsche  Bank AG, New York Branch and Morgan  Guaranty
Trust  Company of New York,  as  Syndication  Agents,  National  Australia  Bank
Limited,  as Senior Managing Agent and Co-Arranger,  Chase Securities,  Inc., as
Arranger,  and The Chase Manhattan Bank, as Administrative Agent, (b) is subject
to the  provisions  of the Credit  Agreement  and (c) is subject to optional and
mandatory prepayment in whole or in part as provided in the Credit Agreement.

         Upon the  occurrence  of any one or more of the Events of Default,  all
amounts then remaining  unpaid on this Note shall become,  or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.

         All parties now and hereafter liable with respect to this Note, whether
maker,  principal,  surety,  guarantor,  endorser  or  otherwise,  hereby  waive
presentment, demand, protest and all other notices of any kind.


<PAGE>









         Unless otherwise defined herein,  terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

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

                                                     HOMESIDE LENDING, INC.


                                                     By
                                                     Title:


<PAGE>


                                                                      Schedule A
<TABLE>
<CAPTION>
                                                               to Revolving Note


                 LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS



                              Amount                                   Amount of ABR Loans    Unpaid Principal
                           Converted to   Amount of Principal of ABR       Converted to        Balance of ABR
Date  Amount of ABR Loans    ABR Loans           Loans Repaid            Eurodollar Loans           Loans         Notation Made By
<S>   <C>                 <C>           <C>                          <C>                     <C>                  <C>
----- ------------------- ------------- ---------------------------- ----------------------- -------------------- -----------------
----- ------------------- ------------- ---------------------------- ----------------------- -------------------- -----------------


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


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


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


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


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


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


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


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


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


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


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


----- ------------------- ------------- ---------------------------- ----------------------- -------------------- -----------------
</TABLE>

                                                                      Schedule B
                                                               to Revolving Note
<TABLE>
<CAPTION>

      LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS



                                                                                                       Amount of
       Amount of   Amount Converted Interest Period and   Amount of Principal of    Eurodollar Loans      Unpaid Principal
       Eurodollar   to Eurodollar     Eurodollar Rate     Eurodollar Loans Repaid   Converted to ABR         Balance of     Notation
Date     Loans          Loans       with Respect Thereto                                  Loans           Eurodollar Loans   Made By
<S>  <C>          <C>               <C>                   <C>                      <C>                  <C>                 <C>
---- ------------ ----------------- --------------------- ------------------------ -------------------- ------------------- --------
---- ------------ ----------------- --------------------- ------------------------ -------------------- ------------------- --------


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


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


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


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


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


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


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


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


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


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


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


---- ------------ ----------------- --------------------- ------------------------ -------------------- ------------------- --------
</TABLE>


<PAGE>






                                                                     EXHIBIT D-2

                                                       FORM OF
                                                COMPETITIVE LOAN NOTE

$                                                             New York, New York
                                                             ___________, 199_


         FOR VALUE RECEIVED, the undersigned,  HOMESIDE LENDING, INC., a Florida
corporation  (the  "Borrower"),  hereby  unconditionally  promises to pay to the
order of (the "Lender") at the office of The Chase Manhattan Bank located at 270
Park Avenue,  New York, New York 10017,  in lawful money of the United States of
America  and  in  immediately  available  funds,  the  principal  amount  of (a)
_____________ _______ DOLLARS  ($_____________),  or, if less, (b) the aggregate
unpaid  principal amount of each Competitive Loan which is made by the Lender to
the Borrower pursuant to subsection 2.7 of the Credit Agreement,  as hereinafter
defined. The principal amount of each Competitive Loan evidenced hereby shall be
payable on the Competitive Loan maturity date therefor set forth on the schedule
attached  hereto and made a part hereof or on a  continuation  of such  schedule
which shall be attached hereto and made a part hereof (the "Grid"). The Borrower
further  agrees to pay  interest  in like  money at such  office  on the  unpaid
principal  amount of each  Competitive  Loan evidenced  hereby,  at the rate per
annum set forth in respect of such Competitive  Loan on the Grid,  calculated on
the basis of a year of 360 days and actual days elapsed from the Borrowing  Date
of such  Competitive  Loan  until the due date  thereof  (whether  at the stated
maturity,  by acceleration or otherwise) and thereafter at the rates  determined
in accordance with subsection 2.11(e) of the Credit Agreement.  Interest on each
Competitive  Loan  evidenced  hereby  shall be  payable on the date or dates set
forth  in  respect  of such  Competitive  Loan on the  Grid.  Competitive  Loans
evidenced by this Note may not be prepaid.

         The  holder  of this  Note is  authorized  to  endorse  on the Grid the
Borrowing Date,  amount,  interest rate,  Interest Payment Dates and Competitive
Loan  maturity  date in  respect  of each  Competitive  Loan  made  pursuant  to
subsection  2.7 of the  Credit  Agreement  and each  payment of  principal  with
respect thereto.  Each such endorsement shall constitute prima facie evidence of
the  accuracy  of the  information  endorsed.  The  failure  to  make  any  such
endorsement  shall not affect the obligations of the Borrower in respect of such
Competitive Loan.

         This  Note is one of the  Notes  referred  to in the  Revolving  Credit
Agreement  dated as of October __, 1999 (as amended,  supplemented  or otherwise
modified from time to time,  the "Credit  Agreement"),  among the Borrower,  the
Lender, the other banks and financial institutions or entities from time to time
parties thereto,  Bank of America,  N.A.,  Deutsche Bank AG, New York Branch and
Morgan  Guaranty  Trust Company of New York,  as  Syndication  Agents,  National
Australia  Bank  Limited,  as  Senior  Managing  Agent  and  Co-Arranger,  Chase
Securities,  Inc., as Arranger,  and The Chase Manhattan Bank, as Administrative
Agent, and is subject to the provisions of the Credit Agreement.



<PAGE>






         Upon the  occurrence  of any one or more of the Events of Default,  all
amounts then remaining  unpaid on this Note shall become,  or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.

         All parties now and hereafter liable with respect to this Note, whether
maker,  principal,  surety,  guarantor,  endorser  or  otherwise,  hereby  waive
presentment, demand, protest and all other notices of any kind.

         Unless otherwise defined herein,  terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

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

                                                     HOMESIDE LENDING, INC.



                                                     By
                                                       Title:


<PAGE>







<TABLE>
<CAPTION>


                          SCHEDULE OF COMPETITIVE LOANS
                            _________________, Lender
                        HomeSide Lending, Inc., Borrower
                     Credit Agreement dated October __, 1999


                                                                Competitive Loan
       Borrowing          Amount of Competitive                 Interest Payment Competitive Loan
Date of Competitive Loan           Loan           Interest Rate      Dates        Maturity Date    Payment Date Authorization
<S>                       <C>                     <C>           <C>              <C>               <C>          <C>
------------------------- ----------------------- ------------- ---------------- ----------------- ------------ -------------
------------------------- ----------------------- ------------- ---------------- ----------------- ------------ -------------


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


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


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


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


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


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


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


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


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

</TABLE>


<PAGE>








                                                                     EXHIBIT D-3




                                     FORM OF
                               SWINGLINE LOAN NOTE



     $                                                        New York, New York
                                                              ___________, 1999


               FOR VALUE RECEIVED,  the undersigned,  HOMESIDE LENDING,  INC., a
     Florida corporation (the "Borrower"),  hereby  unconditionally  promises to
     pay to the order of (the  "Swingline  Lender")  at the  office of The Chase
     Manhattan  Bank located at 270 Park Avenue,  New York,  New York 10017,  in
     lawful money of the United States of America and in  immediately  available
     funds,   the  principal  amount  of  (a)   _____________   _______  DOLLARS
     ($_____________), or, if less, (b) the aggregate unpaid principal amount of
     each Swingline  Loan which is made by the Swingline  Lender to the Borrower
     pursuant to subsection 2.3 of the Credit Agreement, as hereinafter defined.
     The  principal  amount of each  Swingline  Loan  evidenced  hereby shall be
     payable as provided in the Credit Agreement. The Borrower further agrees to
     pay interest in like money at such office on the unpaid principal amount of
     each Swingline Loan  evidenced  hereby,  at the rate per annum set forth in
     respect of such Swingline Loan on the schedule  attached  hereto and made a
     part hereof or on a  continuation  of such schedule which shall be attached
     hereto and made a part hereof (the  "Grid"),  calculated  on the basis of a
     year of 360 days and actual days  elapsed from the  Borrowing  Date of such
     Swingline Loan until the due date thereof  (whether at the stated maturity,
     by  acceleration  or otherwise) and  thereafter at the rates  determined in
     accordance with  subsection  2.11(e) of the Credit  Agreement.  Interest on
     each Swingline Loan evidenced  hereby shall be payable on the date or dates
     set forth in respect of such Swingline Loan on the Grid.

        The  holder  of this  Note is  authorized  to  endorse  on the  Grid the
     Borrowing Date, amount,  interest rate, Interest Payment Dates and maturity
     date in respect of each  Swingline  Loan made pursuant to subsection 2.3 of
     the Credit  Agreement and each payment of principal  with respect  thereto.
     Each such endorsement shall constitute prima facie evidence of the accuracy
     of the information endorsed. The failure to make any such endorsement shall
     not affect the  obligations  of the  Borrower in respect of such  Swingline
     Loan.

        This  Note  is one of the  Notes  referred  to in the  Revolving  Credit
     Agreement  dated as of  October  __,  1999  (as  amended,  supplemented  or
     otherwise  modified from time to time, the "Credit  Agreement"),  among the
     Borrower,  the  Lender,  the other  banks  and  financial  institutions  or
     entities from time to time parties thereto, Bank of America, N.A., Deutsche
     Bank AG, New York Branch and Morgan  Guaranty Trust Company of New York, as
     Syndication  Agents,  National  Australia Bank Limited,  as Senior Managing
     Agent and Co-Arranger,  Chase Securities,  Inc., as Arranger, and The Chase
     Manhattan Bank, as  Administrative  Agent, and is subject to the provisions
     of the Credit Agreement.


<PAGE>


    Upon the occurrence of any one or more of the Events of Default, all amounts
then  remaining  unpaid on this Note shall  become,  or may be  declared  to be,
immediately due and payable, all as provided in the Credit Agreement.

    All parties now and  hereafter  liable  with  respect to this Note,  whether
maker,  principal,  surety,  guarantor,  endorser  or  otherwise,  hereby  waive
presentment, demand, protest and all other notices of any kind.

    Unless otherwise  defined herein,  terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

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

                                                     HOMESIDE LENDING, INC.



                                                     By
                                                       Title:


<PAGE>



<TABLE>
<CAPTION>

                           SCHEDULE OF SWINGLINE LOANS
                            _________________, Lender
                        HomeSide Lending, Inc., Borrower
                     Credit Agreement dated October __, 1999




                                                              Swingline Loan
  Borrowing Date    Amount of Swingline                      Interest Payment     Swingline Loan
of Swingline Loan         Loan               Interest Rate      Dates             Maturity Date       Payment Date   Authorization
<S>               <C>                     <C>               <C>                <C>                <C>              <C>
----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============
----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============


----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============
----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============


----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============
----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============


----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============
----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============


----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============
----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============


----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============
----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============


----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============
----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============


----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============
----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============


----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============
----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============


----------------- ----------------------- ----------------- ------------------ ------------------ ---------------- ===============
</TABLE>



<PAGE>





                                                                    EXHIBIT E


                          FORM OF EXEMPTION CERTIFICATE

        Reference is made to the Revolving Credit Agreement, dated as of October
__, 1999 (as amended,  supplemented or otherwise modified from time to time, the
"Credit  Agreement")  among HOMESIDE LENDING,  INC., a Florida  corporation (the
"Borrower"), the several banks and other financial institutions or entities from
time to time parties thereto (the "Lenders"),  BANK OF AMERICA,  N.A.,  DEUTSCHE
BANK AG. NEW YORK  BRANCH  and MORGAN  GUARANTY  TRUST  COMPANY OF NEW YORK,  as
syndication  agents  (in such  capacity,  the  "Syndication  Agents"),  NATIONAL
AUSTRALIA  BANK  LIMITED,  as  Senior  Managing  Agent  and  Co-Arranger,  CHASE
SECURITIES,  INC.,  as lead  arranger and book manager ( in such  capacity,  the
"Arranger")  and THE CHASE  MANHATTAN  BANK,  as  administrative  agent (in such
capacity,  the "Administrative  Agent").  Capitalized terms used herein that are
not  defined  herein  shall  have the  meanings  ascribed  to them in the Credit
Agreement.  ______________________  (the  "Non-U.S.  Lender") is providing  this
certificate pursuant to subsection 2.16(d) of the Credit Agreement. The Non-U.S.
Lender hereby represents and warrants that:

        1 The  Non-U.S.  Lender is the sole record and  beneficial  owner of the
Loans or the  obligations  evidenced  by the  Note(s)  in respect of which it is
providing this certificate.

14 The Non-U.S.  Lender is not a "bank" for purposes of Section  881(c)(3)(A) of
the Internal Revenue Code of 1986, as amended (the "Code").  In this regard, the
Non-U.S. Lender further represents and warrants that:

     (a)the  Non-U.S.  Lender  is not  subject  to  regulatory  or  other  legal
requirements as a bank in any jurisdiction; and

     (b) the Non-U.S.  Lender has not been treated as a bank for purposes of any
tax,  securities  law or other  filing or  submission  made to any  Governmental
Authority,  any  application  made to a rating agency or  qualification  for any
exemption from tax, securities law or other legal requirements;

     3. The  Non-U.S.  Lender is not a  10-percent  shareholder  of the Borrower
within the meaning of Section 881(c)(3)(B) of the Code; and

     4. The Non-U.S.  Lender is not a controlled foreign  corporation  receiving
interest from a related person within the meaning of Section 881(c)(3)(C) of the
Code.

        IN WITNESS WHEREOF, the undersigned has duly executed this certificate.

                                         [NAME OF NON-U.S. LENDER]



                                         By:_______________________________
                                         Name:
                                         Title:

     Date:  ____________________