<PAGE>   1
                                                                    EXHIBIT 10.2

                                                                  EXECUTION COPY


================================================================================




                                CREDIT AGREEMENT




                                      AMONG




                               ENGLE HOMES, INC.,
                                  AS BORROWER,




                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,




                             BANK OF AMERICA, N.A.,
                             AS ADMINISTRATIVE AGENT




                                       AND




                         BANC OF AMERICA SECURITIES LLC,
                   AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER




                          DATED AS OF NOVEMBER 22, 2000




================================================================================



<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>               <C>                                                                                          <C>
SECTION 1.        DEFINITIONS.....................................................................................1

         1.1      Defined Terms...................................................................................1
         1.2      Other Definitional Provisions..................................................................25


SECTION 2.        AMOUNT AND TERMS OF TERM LOAN COMMITMENTS......................................................25

         2.1      Term Loan Commitments..........................................................................25
         2.2      Procedure for Term Loan Borrowing..............................................................25
         2.3      Termination or Reduction of Term Loan Commitments..............................................26


SECTION 3.        AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS...............................................26

         3.1      Revolving Credit Commitments...................................................................26
         3.2      Procedure for Revolving Credit Borrowing.......................................................27
         3.3      Unused Fee.....................................................................................27
         3.4      Termination or Reduction of Revolving Credit Commitments.......................................28
         3.5      Increase in the Aggregate Revolving Credit Commitments.........................................28


SECTION 4.        SWING LINE LOANS...............................................................................29

         4.1      Swing Line Commitment..........................................................................29
         4.2      Swing Line Loan Participations.................................................................30


SECTION 5.        LETTERS OF CREDIT..............................................................................31

         5.1      L/C Commitment.................................................................................31
         5.2      Procedure for Issuance of Letters of Credit....................................................31
         5.3      Fees, Commissions and Other Charges............................................................32
         5.4      L/C Participations.............................................................................32
         5.5      Reimbursement Obligations of the Borrower......................................................33
         5.6      Obligations Absolute...........................................................................34
         5.7      Letter of Credit Payments......................................................................34
         5.8      Application....................................................................................34
         5.9      Survival.......................................................................................34


SECTION 6.        GENERAL PROVISIONS APPLICABLE TO LOANS.........................................................34

         6.1      Interest Rates and Payment Dates...............................................................34
         6.2      Repayment of Loans.............................................................................35
         6.3      Conversion and Continuation Options............................................................35
         6.4      Minimum Amounts and Maximum Number of Tranches.................................................36
         6.5      Optional Prepayments...........................................................................36
         6.6      Mandatory Prepayments..........................................................................37
         6.7      Payments and Computation of Interest and Fees..................................................39
</TABLE>



                                       -i-
<PAGE>   3

<TABLE>
<S>               <C>                                                                                          <C>
         6.8      Inability to Determine Interest Rate...........................................................41
         6.9      Sharing of Payments, Etc.......................................................................42
         6.10     Illegality.....................................................................................42
         6.11     Requirements of Law............................................................................43
         6.12     Taxes..........................................................................................44
         6.13     Indemnity......................................................................................45
         6.14     Lending Offices; Change of Lending Office......................................................45
         6.15     Extension of Revolving Credit Termination Date and Term Loan Maturity Date.....................45
         6.16     Administrative Agent's Fees....................................................................48


SECTION 7.        REPRESENTATIONS AND WARRANTIES.................................................................48

         7.1      Financial Condition............................................................................48
         7.2      No Change......................................................................................48
         7.3      Existence; Compliance with Law.................................................................49
         7.4      Power; Authorization; Enforceable Obligations..................................................49
         7.5      No Legal Bar...................................................................................49
         7.6      No Material Litigation.........................................................................50
         7.7      No Default.....................................................................................50
         7.8      Ownership of Property; Liens...................................................................50
         7.9      Intellectual Property..........................................................................50
         7.10     No Burdensome Restrictions.....................................................................50
         7.11     Taxes..........................................................................................50
         7.12     Federal Regulations............................................................................50
         7.13     ERISA..........................................................................................51
         7.14     Investment Company Act; Other Regulations......................................................51
         7.15     Subsidiaries...................................................................................51
         7.16     Accuracy and Completeness of Information.......................................................51
         7.17     Labor Relations................................................................................51
         7.18     Insurance......................................................................................52
         7.19     Solvency.......................................................................................52
         7.20     Purpose of Loans...............................................................................52
         7.21     Environmental Matters..........................................................................52


SECTION 8.        CONDITIONS PRECEDENT...........................................................................53

         8.1      Conditions to Initial Extension of Credit......................................................53
         8.2      Conditions to Loans on the Refinancing Closing Date............................................57
         8.3      Conditions to Each Extension of Credit.........................................................57
         8.4      Determinations Under Sections 8.1 and 8.2......................................................58


SECTION 9.        AFFIRMATIVE COVENANTS..........................................................................58

         9.1      Financial Statements and Related Information...................................................58
         9.2      Compliance with Laws, Etc......................................................................60
         9.3      Payment of Taxes, Etc..........................................................................60
         9.4      Maintenance of Insurance.......................................................................61
         9.5      Preservation of Corporate Existence, Etc.......................................................61
         9.6      Visitation Rights..............................................................................61
         9.7      Keeping of Books...............................................................................62
</TABLE>



                                      -ii-
<PAGE>   4

<TABLE>
<S>               <C>                                                                                          <C>
         9.8      Maintenance of Properties, Etc.................................................................62
         9.9      Notices........................................................................................62
         9.10     Interest Rate Hedge Agreements.................................................................63
         9.11     Covenant to Give Security......................................................................64


SECTION 10.       NEGATIVE COVENANTS.............................................................................64

         10.1     Financial Condition Covenants and Inventory Composition Covenants..............................64
         10.2     Limitation on Indebtedness.....................................................................65
         10.3     Limitation on Liens............................................................................67
         10.4     Limitation on Fundamental Changes..............................................................68
         10.5     Limitation on Sale of Assets...................................................................69
         10.6     Limitation on Restricted Payments..............................................................70
         10.7     Limitation on Investments......................................................................71
         10.8     Limitation on Prepayments. Etc. of Indebtedness................................................73
         10.9     Limitation on Negative Pledges.................................................................73
         10.10    Limitation on Transactions with Affiliates.....................................................74
         10.11    Limitation on Leases...........................................................................74
         10.12    Limitation on Accounting Changes, Etc..........................................................74
         10.13    Limitation on Changes in Business..............................................................75
         10.14    Limitation on Governing Documents..............................................................75
         10.15    Limitation on Subsidiary Formation.............................................................75
         10.16    Limitation on Partnerships Etc.................................................................75
         10.17    Limitation on Speculative Transactions.........................................................75


SECTION 11.       EVENTS OF DEFAULT..............................................................................76



SECTION 12.       THE ADMINISTRATIVE AGENT.......................................................................80

         12.1     Appointment....................................................................................80
         12.2     Delegation of Duties...........................................................................80
         12.3     Exculpatory Provisions.........................................................................80
         12.4     Reliance by Administrative Agent...............................................................80
         12.5     Notice of Default..............................................................................81
         12.6     Non-Reliance on Administrative Agent and Other Lenders.........................................81
         12.7     Indemnification................................................................................81
         12.8     Administrative Agent in Its Individual Capacity................................................82
         12.9     Successor Administrative Agent.................................................................82


SECTION 13.       MISCELLANEOUS..................................................................................83

         13.1     Amendments and Waivers.........................................................................83
         13.2     Notices........................................................................................84
         13.3     No Waiver; Cumulative Remedies.................................................................85
         13.4     Survival of Representations and Warranties.....................................................85
         13.5     Payment of Expenses and Taxes..................................................................85
         13.6     Successors and Assigns; Participations and Assignments.........................................86
         13.7     Set-off........................................................................................88
</TABLE>



                                      -iii-
<PAGE>   5

<TABLE>
<S>               <C>                                                                                          <C>
         13.8     Counterparts...................................................................................88
         13.9     Severability...................................................................................89
         13.10    GOVERNING LAW..................................................................................89
         13.11    Submission To Jurisdiction; Waivers............................................................89
         13.12    Acknowledgements...............................................................................89
         13.13    WAIVERS OF JURY TRIAL..........................................................................91
         13.14    Confidentiality................................................................................91
</TABLE>



                                      -iv-
<PAGE>   6

SCHEDULES AND EXHIBITS

Schedule 1       Lenders, Commitments and Applicable Lending Offices
Schedule 7.15(a) Subsidiaries
Schedule 7.15(b) Significant Subsidiaries
Schedule 7.18    Insurance
Schedule 10.2    Existing Indebtedness to Remain Outstanding
Schedule 10.3    Existing Liens to Remain Outstanding
Schedule 10.7    Existing Investments

Exhibit A-1      Form of Term Note
Exhibit A-2      Form of Revolving Credit Note
Exhibit A-3      Form of Swing Line Note
Exhibit A-4      Form of Borrowing Notice
Exhibit B        Form of Borrowing Base Certificate
Exhibit C        Form of Guarantee
Exhibit D        Form of Non-Bank Status Certificate
Exhibit E        Form of Secretary's Certificate
Exhibit F-1      Form of Vinson & Elkins Corporate Legal Opinion
Exhibit F-2      Form of Greenberg Traurig Legal Opinion
Exhibit F-3      Form of Holland & Knight Legal Opinion
Exhibit F-4      Form of Vinson & Elkins Non-Consolidation Opinion
Exhibit G        Form of Subordination Provisions
Exhibit H        Form of Assignment and Acceptance



                                       -v-
<PAGE>   7

                                CREDIT AGREEMENT

                  CREDIT AGREEMENT, dated as of November 22, 2000, among ENGLE
HOMES, INC., a Florida corporation (the "Borrower"), the lenders from time to
time parties to this Agreement (the "Lenders") and BANK OF AMERICA, N.A., as
administrative agent for the Lenders hereunder (together with any successor
administrative agent appointed pursuant to Section 12, the "Administrative
Agent").

                                    RECITALS

                  Engle Holdings Corp., a Delaware corporation (the "Parent"), a
wholly-owned subsidiary of Technical Olympic USA, Inc., a Delaware corporation
(together with each other holder of the capital stock of the Parent hereafter
from time to time, "TO USA") and the parent of the Borrower, was formed to
acquire all outstanding capital stock of the Borrower (the "Engle Acquisition"),
through a tender offer by Helios Acquisition Corp., a Florida Corporation
("Acquisition Corp."), which was a wholly-owned subsidiary of the Parent, to
purchase all issued and outstanding shares of capital stock of the Borrower,
followed by a merger of Acquisition Corp. with and into the Borrower (the
"Merger").

                  The Engle Acquisition has been fully consummated and was
financed by (i) a capital contribution to TO USA (the "Equity Contribution") in
an aggregate of at least $80,000,000 made by certain foreign affiliates of TO
USA, the proceeds of which were distributed to the Parent and then to
Acquisition Corp. as a capital contribution and (ii) the incurrence by TO USA of
acquisition bridge loans in an aggregate principal amount of $135,000,000 (the
"Acquisition Bridge Loans") pursuant to the Acquisition Bridge Facility
Documents (as hereinafter defined), the proceeds of which were distributed to
the Parent and then to Acquisition Corp. as a capital contribution.

                  The Borrower has requested that (a) each of the Term Loan
Lenders (as hereinafter defined) make a term loan to the Borrower in the
aggregate principal amount of $100,000,000, the proceeds of which would be used
to refinance certain indebtedness of the Borrower and its subsidiaries and to
pay fees and expenses incurred in connection herewith, and (b) the Revolving
Credit Lenders (as hereinafter defined) make available to the Borrower revolving
credit loans in an aggregate principal amount at any one time outstanding not to
exceed $275,000,000 (which amount may be increased to an amount not to exceed
$350,000,000 in accordance with the terms hereof), the proceeds of which would
be used to refinance certain indebtedness of the Borrower, to finance the
working capital requirements of the Borrower and its subsidiaries in the
ordinary course of business, for other general corporate purposes and to pay
fees and expenses incurred in connection herewith and therewith. The Lenders are
willing to make such credit available to the Borrower, but only on these terms,
and subject to the conditions, set forth in this Agreement.

                  The parties hereto hereby agree as follows:

                  SECTION 1. DEFINITIONS

                  1.1 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:

                  "Acquisition Bridge Credit Agreement": the Credit Agreement,
dated as of November 22, 2000, among TO USA, the lenders party thereto, Banc of
America Mortgage Capital Corporation, as administrative agent, and the Arranger,
as amended, supplemented or otherwise modified from time to time.



                                      -1-
<PAGE>   8

                  "Acquisition Bridge Facility Documents": the collective
reference to (i) the Acquisition Bridge Credit Agreement, (ii) the promissory
notes made by TO USA evidencing the Acquisition Bridge Loans, (iii) the pledge
agreement made by TO USA and (iv) each of the other documents executed in
connection therewith, as each may be amended, supplemented or otherwise modified
from time to time.

                  "Acquisition Bridge Loans": as defined in the Recitals hereto.

                  "Acquisition Closing Date": the date on which the conditions
precedent set forth in Section 8.1 shall be satisfied.

                  "Acquisition Corp.": as defined in the Recitals hereto.

                  "Actual Costs": the total actual direct costs incurred by a
Loan Party (excluding interest expense, overhead, closing, carrying and other
indirect costs), calculated in accordance with GAAP.

                  "Administrative Agent":  as defined in the Heading hereto.

                  "Affiliate": as to any Person, any other Person (other than a
Subsidiary) which, 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 (including, with its correlative meanings, "controlled by"
and "under common control with") 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 of such Person or (b) direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise.

                  "Aggregate Outstanding RC Extensions of Credit": as to any
Revolving Credit Lender at any time, an amount equal to the sum of (a) the
aggregate principal amount of all Revolving Credit Loans made by such Revolving
Credit Lender then outstanding, (b) such Revolving Credit Lender's Pro Rata
Share of the L/C Obligations then outstanding and (c) such Revolving Credit
Lender's Pro Rata Share of all Swing Line Loans then outstanding; provided,
however, that solely for purposes of calculating Available RC Commitment under
Section 3.3, the amount referred to in clause (c) above shall be deemed to be
zero.

                  "Applicable Lenders": (i) in respect of the extension of the
Term Loan Maturity Date, the Term Loan Lenders and (ii) in respect of the
extension of the Revolving Credit Termination Date, the Revolving Credit
Lenders.

                  "Applicable Lending Office": for each Lender and for each Type
of Loan, the lending office of such Lender designated for such Type of Loan on
Schedule 1 hereto or in the Assignment and Acceptance pursuant to which it
became a Lender, as the case may be (or any other lending office from time to
time notified to the Administrative Agent by such Lender as the office at which
its Loans of such Type are to be made and maintained).

                  "Applicable Margin": for any Loan of any Type, at any time and
from time to time, a rate per annum equal to the percentage set forth below for
such Type of Loan opposite the applicable Leverage Ratio in effect at such time:



                                      -2-
<PAGE>   9

<TABLE>
<CAPTION>
                                                                                Base Rate        Eurodollar Rate
                                  Base Rate Term        Eurodollar Rate     Revolving Credit     Revolving Credit
         Leverage Ratio               Loans               Term Loans              Loans               Loans
         --------------           --------------        ---------------     ----------------     ----------------
<S>                               <C>                   <C>                 <C>                  <C>
        Greater than 2.2              2.75%                  3.50%                0.15%               2.75%

     Less than or equal to            2.50%                  3.25%                0.10%               2.50%
      2.2 but greater than
              1.95

     Less than or equal to            2.25%                  3.00%                0.00%               2.25%
     1.95 but greater than
              1.65

     Less than or equal to            2.00%                  3.00%                0.00%               2.00%
     1.65 but greater than
        or equal to 1.4

         Less than 1.4                1.90%                  3.00%                0.00%               1.90%
</TABLE>

The Leverage Ratio in effect from time to time shall be determined based upon
the Required Financial Information and shall be reset on each date of delivery
thereof; provided, that if the Borrower has not delivered to the Administrative
Agent and the Lenders all of the Required Financial Information within two
Business Days of the date on which such information is due under Section 9.1,
the Applicable Margin shall be the highest rate per annum for such Type of Loan
set forth above until the first date on which such Required Financial
Information is delivered thereto. For purposes of this definition, the
Applicable Margin for each Base Rate Loan shall be determined by reference to
the Leverage Ratio in effect from time to time and the Applicable Margin for
each Eurodollar Loan shall be determined by reference to the Leverage Ratio in
effect on the first day of each Interest Period for such Eurodollar Loan.

                  "Applicable Unused Fee Rate": at any time and from time to
time, the percentage set forth below, a rate per annum equal to the percentage
set forth opposite the applicable Leverage Ratio in effect at such time:



                                      -3-
<PAGE>   10

<TABLE>
<CAPTION>
                                    Leverage Ratio              Unused Fee Rate
                                    --------------              ---------------
<S>                            <C>                              <C>
                                   Greater than 2.2                  0.45%

                                 Less than or equal to               0.40%
                               2.2 but greater than 1.95

                                 Less than or equal to               0.35%
                                 1.95 but greater than
                                         1.65

                                 Less than or equal to               0.30%
                                         1.65
</TABLE>

The Leverage Ratio in effect from time to time shall be determined based upon
the Required Financial Information and shall be reset on each date of delivery
thereof; provided, that if the Borrower has not delivered to the Administrative
Agent and the Lenders all of the Required Financial Information within two
Business Days of the date on which such information is due under Section 9.1,
the Applicable Unused Fee Rate shall be the highest rate per annum set forth
above until the first date on which such Required Financial Information is
delivered thereto.

                  "Application": an application, in such form as the Issuing
Lender may specify from time to time, requesting the Issuing Lender to open a
Letter of Credit.

                  "Arranger": Banc of America Securities LLC, as sole lead
arranger and sole book manager.

                  "Assignee": as defined in Section 13.6(c).

                  "Assignment and Acceptance": as defined in Section 13.6(c).

                  "Available RC Commitment": as to any Revolving Credit Lender
at any time, an amount equal to (a) the amount of such Revolving Credit Lender's
Revolving Credit Commitment at such time minus (b) the sum of (i) the Aggregate
Outstanding RC Extensions of Credit of such Revolving Credit Lender at such time
and (ii) prior to the Refinancing Closing Date, such Revolving Credit Lender's
Pro Rata Share of the Restricted Amount.

                  "Base Rate": for any day, the rate per annum 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 1/2 of 1%.

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

                  "Borrower": as defined in the Heading to this Agreement.

                  "Borrowing Base": at any time as to the Borrower and its
Subsidiaries which are Loan Parties, the sum, without duplication, of:

                  (i) 90% of Escrow Proceeds Receivables;



                                      -4-
<PAGE>   11

                  (ii) 90% of the aggregate Housing Costs of all Sold Homes;

                  (iii) 80% of the aggregate Housing Costs of all Unsold Homes
         which remain unsold for a period of less than 180 days from the date on
         which construction of such Unsold Homes initially began;

                  (iv) 50% of the aggregate Housing Costs of all Unsold Homes
         which remain unsold for a period of less than or equal to 270 days but
         greater than or equal to 180 days from the date on which construction
         of such Unsold Homes initially began;

                  (v) 80% of the aggregate Housing Costs of all Model Homes;

                  (vi) 80% of the aggregate Actual Costs to acquire and develop
         all Finished Sold Lots;

                  (vii) 70% of the aggregate Actual Costs to acquire and develop
         all Finished Unsold Lots;

                  (viii) 60% of the aggregate Actual Costs to acquire all Land
         Under Development and develop such Land Under Development into Finished
         Lots; and

                  (ix) 50% of the aggregate Actual Costs to acquire all Raw
         Land;

provided, that

                  (A) the aggregate value attributable to Raw Land included in
         the Borrowing Base at any time shall not exceed 10% of the Borrowing
         Base at such time;

                  (B) the aggregate value attributable to Finished Unsold Lots,
         Land Under Development and Raw Land included in the Borrowing Base at
         any time shall not exceed 60% of the Borrowing Base at such time;
         provided, that at any time when, for purposes of calculating the
         Borrowing Base, the value attributable to the land component of Sold
         Homes and Unsold Homes which are construction in process is included in
         the calculation of the value of Sold Homes or Unsold Homes but is
         excluded from the calculation of the value of Finished Unsold Lots or
         Land Under Development, the aggregate value attributable to Finished
         Unsold Lots, Land Under Development and Raw Land included in the
         Borrowing Base at any time shall not exceed 50% of the Borrowing Base
         at such time;

                  (C) the aggregate value attributable to any Model Home which
         is located in a subdivision in which there are not at least three
         Unsold Homes or Unsold Finished Lots being actively marketed by the
         Borrower or any of its Subsidiaries at such time shall be excluded from
         the Borrowing Base;

                  (D) non-refundable cash option payments which have been
         capitalized into the value of any component of the Borrowing Base shall
         be excluded from the Borrowing Base;

                  (E) the aggregate value attributable to any asset which is not
         owned solely by the Borrower or a Subsidiary which is a Loan Party free
         and clear of all Liens or other rights or claims of any other Person
         (except for Permitted Liens) shall be excluded from the Borrowing Base;



                                      -5-
<PAGE>   12

                  (F) the aggregate value attributable to any Raw Land in
         respect of which (i) all requisite zoning requirements and land use
         requirements have not been satisfied, (ii) all requisite approvals of
         Governmental Authorities necessary in order to develop such Raw Land as
         a residential housing project and construct Housing Units thereon have
         not been obtained on a final and unconditional basis (other than
         approvals which are not material and are solely ministerial and
         non-discretionary in nature) or (iii) in the case of Raw Land located
         in California, such Raw Land is not subject to a currently effective
         vesting tentative map (except in the case of Raw Land located in cities
         or counties which do not grant vesting tentative maps), shall be
         excluded from the Borrowing Base; and

                  (G) the aggregate value attributable to any asset which the
         Administrative Agent, exercising its reasonable judgment, has otherwise
         determined to be unacceptable (as notified by the Administrative Agent
         in writing to the Borrower) shall be excluded from the Borrowing Base.

The Borrowing Base in effect at any time shall be determined in accordance with
the Borrowing Base Certificate most recently delivered to the Administrative
Agent; provided, however, that if the Borrower shall fail to deliver a Borrowing
Base Certificate when required pursuant to Section 9.1(d), the Borrowing Base in
effect shall be zero until the date on which a Borrowing Base Certificate is
delivered thereto. In addition to the delivery of Borrowing Base Certificates as
and when required under Section 9.1(d), the Borrower may deliver an updated
Borrowing Base Certificate to the Administrative Agent at any other time and
from time to time in its sole discretion. The Administrative Agent, in its sole
discretion, may determine the proper classification of assets to be included in
the Borrowing Base.

                  "Borrowing Base Certificate": a certificate, substantially in
the form of Exhibit B, with appropriate insertions, showing the Borrowing Base
as of the date set forth therein, and executed on behalf of the Borrower by a
duly authorized officer thereof.

                  "Borrowing Date": any Business Day specified in a notice
pursuant to Section 2.2, 3.2 or 4.1 as a date on which the Borrower requests the
Lenders to make Loans hereunder.

                  "Business": as defined in Section 7.21.

                  "Business Day": a day other than a Saturday, Sunday or other
day on which commercial banks in New York City, Chicago, Illinois or Charlotte,
North Carolina are authorized or required by law to close, and, if such day
relates to a borrowing of, a payment or prepayment of principal of or interest
on, or a Conversion of or into, or an Interest Period for, a Eurodollar Loan or
a notice by the Borrower with respect to any such borrowing, payment,
prepayment, Conversion or Interest Period, which is also a day on which dealings
in U.S. dollar deposits are carried out in the London interbank market.

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

                  "Cash Equivalents": (a) securities with maturities of 180 days
or less from the date of acquisition issued or fully guaranteed or insured by
the United States Government or any agency thereof, (b) certificates of deposit
and eurodollar time deposits with maturities of 180 days or less from the date
of acquisition and overnight bank deposits of any Lender or of any commercial
bank having capital and surplus in excess of $250,000,000, (c) 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 seven days with
respect to securities issued or fully guaranteed or insured by the United States
Government, (d) commercial paper of a domestic issuer rated at least A-1 or the
equivalent thereof by Standard and



                                      -6-
<PAGE>   13

Poor's Ratings Group ("S&P") or P-1 or the equivalent thereof by Moody's
Investors Service, Inc. ("Moody's") and in either case maturing within 90 days
after the day of acquisition, (e) securities with maturities of 90 days 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 90
days 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.

                  "Change of Control": at any time:

                  (a) the Parent shall cease to own or control, legally and
         beneficially, 100% of the issued and outstanding Capital Stock of the
         Borrower;

                  (b) TO Greece shall cease to directly or indirectly own or
         control, legally and beneficially, Voting Interests in the Parent
         representing at least 51% of combined voting power of all Voting
         Interests in the Parent (on a fully diluted basis);

                  (c) any "person" or "group" (each as used in Sections 13(d)(3)
         and 14(d)(2) of the Securities Exchange Act of 1934, as amended), other
         than TO Greece and/or one or more of its wholly-owned Subsidiaries,
         shall become the "beneficial owner" (as defined in Rule 13d-3 of the
         Securities Exchange Act of 1934, as amended), directly or indirectly,
         of Voting Interests in TO USA (including through securities convertible
         into or exchangeable for Voting Interest) representing greater than 40%
         of combined voting power of all Voting Interests in TO USA (on a fully
         diluted basis);

                  (d) any lien or other encumbrance (other than Permitted Liens
         of the type described in clauses (a) or (f) of the definition thereof
         set forth in this Section 1.1) shall be created, incurred, assumed or
         otherwise suffered to exist on any Capital Stock of the Parent or any
         of its Subsidiaries, other than the lien on the Capital Stock of the
         Parent granted to the lenders of the Acquisition Bridge Loans pursuant
         to the Acquisition Bridge Facility Documents;

                  (e) with respect to any pledge or other security agreement
         covering all or any portion of the Capital Stock of TO USA or the
         Parent that are owned beneficially and of record by TO Greece or any of
         its Affiliates or their nominees, any secured party or pledgee
         thereunder shall become the holder of record of any such shares (except
         in the case of a registration of the pledge of such Capital Stock to
         such secured party or pledgee solely in its capacity as a pledgee), or
         shall proceed to exercise voting or other consensual rights in respect
         thereof (whether by proxy, voting or other similar arrangement or
         otherwise), or shall otherwise commence to realize upon such shares;

                  (f) the administrative agent or the lenders under the
         Acquisition Bridge Facility Documents shall (i) exercise or seek to
         exercise any rights or remedies with respect to, or otherwise realize
         or seek to realize upon, any Capital Stock of the Parent (other than
         actions to preserve any Lien thereon or to release any Lien thereon or
         actions in respect of warrants to purchase Capital Stock of the Parent
         or any Capital Stock of the Parent purchased pursuant to any such
         warrants), (ii) institute any action or proceeding with respect to such
         rights or remedies, including without limitation, any action of
         foreclosure with respect to the Capital Stock of the

                                      -7-
<PAGE>   14
         Parent or (iii) commence, or join with any other creditors in
         commencing, any bankruptcy or insolvency proceeding relating to TO USA
         or any of its Affiliates or Subsidiaries;

                  (g) TO Greece shall cease to have the ability, whether by
         voting power, contract or otherwise, to cause the election of a
         majority of the board of directors of TO USA or the Parent at any time;
         or

                  (h) any of:

                           (i) Alec Engelstein shall cease to be the President
                  and Chief Executive Officer of the Borrower;

                           (ii) David Shapiro shall cease to be the Chief
                  Financial Officer of the Borrower;

                           (iii) John Kraynick shall cease to be the Executive
                  Vice President of the Borrower; or

                           (iv) there shall be designated officers of the
                  Borrower which serve in capacities similar to those offices
                  described above by individuals other than the individuals
                  above described;

         provided, that (A) a change in the title of any such person shall not
         cause a Change of Control so long as the duties and responsibilities
         that such person has on the date hereof are not reduced as a result of
         such change in title, (B) if any such occurrence is due to the death or
         disability of a person serving in such capacity on the date hereof,
         then such occurrence shall not be deemed a Change of Control until the
         expiration of 180 days after the date of such death or disability with
         the position left unoccupied by such death or disability being filled
         by a person reasonably acceptable to the Required Lenders, (C) it shall
         not be a Change of Control if any one of such officers shall cease to
         act in the capacity above designated for such officer, so long as
         either (1) the remaining two officers assume the duties and
         responsibilities of such departing officer or (2) such departing
         officer is replaced by a person reasonably acceptable to the
         Administrative Agent and the Required Lenders. Following any
         replacement of any officer described above by another person approved
         by the Required Lenders, such new person shall be deemed to be such
         officer for purposes of determining if a Change of Control pursuant to
         this clause (g) shall have occurred after the date of such replacement.

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

                  "Commitment Increase": as defined in Section 3.5(a).

                  "Commitments": the collective reference to the Revolving
Credit Commitments, the Term Loan Commitments, the Swing Line Commitment and the
L/C Commitment.

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

                  "Consenting Lender": as defined in Section 6.15(c).



                                      -8-
<PAGE>   15

                  "Consolidated EBITDA": for any period (a) Consolidated Net
Income for such period plus (b) the sum each of the following expenses that have
been deducted from the determination of Consolidated Net Income for such Period:
(i) all Consolidated Interest Expense for such period, (ii) all income tax
expense (whether federal, state, local, foreign or otherwise) for such period,
(iii) all depreciation expense for such period, (iv) all amortization expense
for such period and (v) all extraordinary losses otherwise deducted in
determining Consolidated Net Income for such period less (c) all extraordinary
gains added in determining Consolidated Net Income for such period, in each case
determined on a consolidated basis and in accordance with GAAP for such period.

                  "Consolidated Fixed Charges": for any period, the sum, without
duplication, of (i) Consolidated Interest Expense for such period, (ii) the
aggregate principal amount or equivalent thereof of all scheduled payments of
Indebtedness of the Borrower and its Subsidiaries during such period and (iii)
the aggregate amounts of dividends and distributions required to be paid by the
Borrower during such period in respect of its outstanding preferred stock, if
any.

                  "Consolidated Interest Expense": for any period, the amount
which, in conformity with GAAP, would be set forth opposite the caption
"interest expense" or any like caption (including without limitation, imputed
interest included in payments under Financing Leases and capitalized interest in
respect of Indebtedness) on a consolidated income statement of the Borrower and
the Subsidiaries for such period excluding the amortization of any original
issue discount.

                  "Consolidated Net Income": for any period, the consolidated
net income (or deficit) of the Borrower and its Subsidiaries for such period
(taken as a cumulative whole), determined in accordance with GAAP; provided,
that there shall be excluded (a) the income (or deficit) of any Person accrued
prior to the date it becomes a Subsidiary or is merged into or consolidated with
the Borrower or any Subsidiary, (b) the income (or deficit) of any Person (other
than a Subsidiary) in which the Borrower or any Subsidiary has an ownership
interest, except to the extent that any such income has been actually received
by the Borrower or such Subsidiary in the form of dividends or similar
distributions, (c) the undistributed earnings of any Subsidiary to the extent
that the declaration or payment of dividends or similar distributions by such
Subsidiary is not at the time permitted by the terms of any Obligation,
Governing Document or Requirement of Law applicable to such Subsidiary, (d) any
restoration to income of any contingency reserve, except to the extent that
provision for such reserve was made out of income accrued during such period,
(e) any write-up of any asset, (f) any net gain from the collection of the
proceeds of life insurance policies, (g) any gain arising from the acquisition
of any securities, or the extinguishment, under GAAP, of any Indebtedness, of
the Borrower or any Subsidiary, (h) in the case of a successor to the Borrower
by consolidation or merger or as a transferee of its assets, any earnings of the
successor corporation prior to such consolidation, merger or transfer of assets,
and (i) any deferred credit representing the excess of equity in any Subsidiary
at the date of acquisition over the cost of the investment in such Subsidiary.

                  "Consolidated Tangible Net Worth": at any time, (a) all items
which, in conformity with GAAP, would be included under shareholders' equity on
a consolidated balance sheet of the Borrower minus (b) the sum of (i) all assets
of the Borrower and its Subsidiaries at such time which are treated as
intangibles in accordance with GAAP and (ii) the amount of all property and
assets of the Financial Services Subsidiary that are required pursuant to
applicable Requirements of Law to be maintained free and clear of any Lien or
claims of creditors.

                  "Consolidated Total Indebtedness": at any time, the sum,
without duplication, of (a) the aggregate principal amount of all Loans
outstanding at such time, (b) the aggregate principal amount of all Senior Notes
outstanding at such time, (c) the aggregate undrawn amount of all letters of
credit (including, without limitation, the Letters of Credit), banker's
acceptances or other similar extensions of



                                      -9-
<PAGE>   16

credit issued for the account of the Borrower or any of its Subsidiaries (other
than the Financial Services Subsidiary) outstanding at such time other than
letters of credit as to which all drawings thereunder are fully backed by a
Letter of Credit and (d) the aggregate principal amount of all other unsecured
Indebtedness which would, in conformity with GAAP, be included as liabilities on
a consolidated balance sheet of the Borrower and its Subsidiaries as at such
time (other than any such Indebtedness which is subordinated in right of payment
to the Obligations of the Borrower under the Loan Documents).

                  "Consolidated Total Liabilities": at any time, all amounts
which would, in conformity with GAAP, be included as liabilities on a
consolidated balance sheet of the Borrower and its Subsidiaries as at such time
plus, without duplication, the aggregate amount of any Contingent Obligations of
the Borrower and its Subsidiaries at such time (including, without limitation,
the undrawn portion of any letters of credit (including, without limitation, the
Letters of Credit), banker's acceptances or other similar extensions of credit
issued for the account of the Borrower or any of its Subsidiaries outstanding at
such time other than letters of credit as to which all drawings thereunder are
fully backed by a Letter of Credit).

                  "Contingent Obligation": as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another Person
(including, without limitation, any bank under any letter of credit) to induce
the creation of which the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends or other obligations (the
"primary obligations") of any other third Person (the "primary obligor") in any
manner, whether directly or indirectly, including, without limitation, any
obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase
or payment of any such primary obligation or (2) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term Contingent Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The terms "Guarantee"
and "Guaranteed" used as a verb shall have a correlative meaning. The amount of
any Contingent Obligation of any guaranteeing person shall be deemed to be the
lower of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Contingent Obligation, unless such
primary obligation and the maximum amount for which such guaranteeing person may
be liable are not stated or determinable, in which case the amount of such
Contingent Obligation shall be such guaranteeing person's maximum reasonably
anticipated liability in respect thereof as determined by the Borrower in good
faith.

                  "Continue", "Continuation" and "Continued" shall refer to the
continuation of a Eurodollar Loan from one Interest Period to the next Interest
Period.

                  "Convert", "Conversion" and "Converted" shall refer to a
conversion of Base Rate Loans into Eurodollar Loans or of Eurodollar Loans into
Base Rate Loans, which may be accompanied by the transfer by a Lender (at its
sole discretion) of a Loan from one Applicable Lending Office to another.

                  "Credit Exposure": as to any Lender at any time, the sum of
(a) its Revolving Credit Commitment (or, if the Revolving Credit Commitments
shall have expired or been terminated, the sum of (i) the aggregate unpaid
principal amount of its Revolving Credit Loans and (ii) its Pro Rata Share of
the aggregate outstanding L/C Obligations and Swing Line Loans) and (b) prior to
the Refinancing Closing



                                      -10-
<PAGE>   17

Date, its Term Loan Commitment, and from and after the Refinancing Closing Date,
the unpaid principal amount of its Term Loan.

                  "Default": any of the events specified in Section 11, whether
or not any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.

                  "Dividend Restriction Event": any of the following:

                  (a) any Default under Section 11(a) or Section 11(f) or any
         Event of Default;

                  (b) (i) any "Default" or "Event of Default" (as defined in the
         Acquisition Bridge Facility Documents) under Section 8(v) of the
         Acquisition Bridge Credit Agreement shall have occurred and be
         continuing or (ii) any "Default" or "Event of Default" (as defined in
         the Acquisition Bridge Facility Documents) shall have occurred and be
         continuing, solely in the case of this subclause (b)(ii), for a period
         of at least 180 days after the date on which such "Default" or "Event
         of Default" first occurred; or

                  (c) the administrative agent or the lenders under the
         Acquisition Bridge Facility Documents shall (i) exercise or seek to
         exercise any rights or remedies with respect to, or otherwise realize
         or seek to realize upon, any Capital Stock of the Parent (other than
         actions to preserve any Lien thereon or to release any Lien thereon or
         actions in respect of warrants to purchase Capital Stock of the Parent
         or any Capital Stock of the Parent purchased pursuant to any such
         warrants), (ii) institute any action or proceeding with respect to such
         rights or remedies, including without limitation, any action of
         foreclosure with respect to the Capital Stock of the Parent or (iii)
         commence, or join with any other creditors in commencing, any
         bankruptcy or insolvency proceeding relating to TO USA or any of its
         Affiliates or Subsidiaries.

                  "Eligible Assignee": (a) other than with respect to the
obligations of the Issuing Lender, (i) a Lender, (ii) an Affiliate of a Lender
or (iii) any other Person approved by the Administrative Agent and, so long as
no Event of Default has occurred and is continuing at the time the related
assignment is effected pursuant to Section 13.6, the Borrower (in either case
such approval not to be unreasonably withheld or delayed and, in the case of the
Borrower, such approval to be deemed to have been given if no objection thereto
is received by the Administrative Agent or the assigning Lender within two
Business Days after the date on which notice of the proposed assignment is
provided to the Borrower) and (b) with respect to the obligations of the Issuing
Lender, a Person that is an Eligible Assignee under clause (a) of this
definition and is a commercial bank organized under the laws of the United
States of America; provided, that neither any Loan Party nor any Affiliate of a
Loan Party shall qualify as an Eligible Assignee under this definition.

                  "Engle Acquisition": as defined in the Recitals hereto.

                  "Engle Acquisition Documents": the collective reference to
Agreement and Plan of Merger, dated as of October 12, 2000, between TO USA,
Acquisition Corp. and the Borrower, together with all other documents executed
in connection therewith, as amended, supplemented or otherwise modified from
time to time.

                  "Environmental Action": any action, suit, demand, demand
letter, claim, notice of noncompliance or violation, notice of liability or
potential liability, investigation, proceeding, consent order or consent
agreement relating in any way to any Environmental Law, any Environmental Permit
or any Materials of Environmental Concern or arising from alleged injury or
threat to health, safety or the environment, including, without limitation, (a)
by any Governmental Authority for enforcement, cleanup,



                                      -11-
<PAGE>   18

removal, response, remedial or other actions or damages and (b) by any
Governmental Authority or any other Person for damages, contribution,
indemnification, cost, recovery, compensation or injunctive relief.

                  "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 now or may at any time hereafter be in effect.

                  "Environmental Permit": any permit, approval, identification
number, license or other authorization required under any Environmental Law.

                  "Equity Contribution": as defined in the Recitals hereto.

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

                  "Escrow Proceeds Receivables": as to the Borrower and any of
its Subsidiaries which is a Loan Party at a particular date, the aggregate
amount of funds held in escrow by a title company or other acceptable escrow
agent which are payable to the Borrower or such Subsidiary in connection with
the sale of all Housing Units, Finished Lots, Land Under Development or Raw
Land.

                  "Eurocurrency Reserve Requirements": for any day as applied to
a Eurodollar Loan, the aggregate (without duplication) of the rates (expressed
as a decimal fraction) of reserve requirements in effect on such day (including,
without limitation, basic, supplemental, marginal and emergency reserves under
any regulations of the Board of Governors of the Federal Reserve System 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 such Board) maintained by a
member bank of such System.

                  "Eurodollar Base Rate": with respect to each day during each
Interest Period, the rate per annum equal to the corresponding rate appearing at
page 3750 of the Dow Jones Telerate Service as the London interbank offered rate
for deposits in Dollars at or about 11:00 a.m., London time, two Business Days
prior to the beginning of such Interest Period, for a term comparable to such
Interest Period, or if such rate no longer so appears, the rate per annum
(rounded upwards, if necessary to the nearest 1/100th of 1%) appearing on
Reuters Screen LIBO Page as the London interbank offered rate for deposits in
Dollars at or about 11:00 a.m., London time, two Business Days prior to the
beginning of such Interest Period, for a term comparable to such Interest
Period; provided, however, that if more than one rate is specified on Reuters
LIBO Page, the applicable rate shall be the arithmetic mean of all such rates
(rounded upwards, if necessary to the nearest 1/100th of 1%).

                  "Eurodollar Loans": Loans 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 Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements



                                      -12-
<PAGE>   19

                  "Event of Default": any of the events specified in Section 11;
provided that any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

                  "Extension Assuming Lender": as defined in Section 6.15(d).

                  "Extension Date": as defined in Section 6.15(c).

                  "Extraordinary Receipt": any cash received by or paid to or
for the account of any Person not in the ordinary course of business, including,
without limitation, tax refunds, pension plan reversions, proceeds of insurance
(other than proceeds of business interruption insurance to the extent that such
proceeds constitute compensation for lost earnings), condemnation awards (and
payments in lieu thereof), indemnity payments and any purchase price
adjustments; provided, however, that an Extraordinary Receipt shall not include
cash receipts received from proceeds of insurance, condemnation awards (or
payments in lieu thereof) or indemnity payments to the extent that such
proceeds, awards or payments (a) in respect of loss or damage to equipment,
fixed assets or real property are applied (or in respect of which expenditures
were previously incurred) to replace or repair the equipment, fixed assets or
real property in respect of which such proceeds were received in accordance with
the terms of the Loan Documents, so long as such application is made or
committed for expenditure within 180 days after the occurrence of such damage or
loss or (b) are received by any Person in respect of any third party claim
against such Person and applied to pay (or to reimburse such Person for its
prior payment of) such claim and the costs and expenses of such Person with
respect thereto.

                  "Federal Funds Effective Rate": for any day, the weighted
average of the rates on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average
of the quotations for the day of such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it.

                  "Financial Services Subsidiary": Preferred Home Mortgage
Company, a Florida corporation and a wholly-owned Subsidiary of the Borrower.

                  "Financing Lease": any lease of property, real or personal,
the obligations of the lessee in respect of which are required in accordance
with GAAP to be capitalized on a balance sheet of the lessee.

                  "Finished Lot": any parcel of land owned by the Borrower or
any of its Subsidiaries which is a Loan Party which (i) is duly platted and
zoned and fully or substantially developed with roads, drainage and other
infrastructure necessary for use as a site for a finished Housing Unit, (ii)
has, or where there would be upon application therefor, all requisite building
permits and other governmental and private consents and approvals necessary to
allow immediate construction of a Housing Unit and (iii) has available for
connection at its boundaries potable water, sanitary sewer, electricity and all
other necessary utilities in capacities sufficient for a Housing Unit.

                  "Finished Sold Lots": as to the Borrower and any of its
Subsidiaries which is a Loan Party, at a particular date, Finished Lots that are
subject to a bona fide written agreement for sale and purchase, between the
Borrower or any such Subsidiary, as seller, and a Person, other than an
Affiliate of the Borrower or any such Subsidiary, as buyer, entered into in the
ordinary course of business, under which a cash earnest money deposit or down
payment in an amount customary for the locale has been paid, and that is subject
only to customary contingencies to the closing of the agreement and the buyer's
purchase obligation.



                                      -13-
<PAGE>   20

                  "Finished Unsold Lots": as to the Borrower and any of its
Subsidiaries which is a Loan Party, at a particular date, all Finished Lots that
are not Finished Sold Lots.

                  "GAAP": generally accepted accounting principles in the United
States of America in effect from time to time.

                  "Governing Documents": as to any Person, its articles or
certificate of incorporation and by-laws, its partnership agreement, its
certificate of formation and operating agreement, and/or the other
organizational or governing documents of such Person.

                  "Governmental Authority": any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

                  "Guarantee": the Guarantee to be executed and delivered by the
Parent and each of the Subsidiaries of the Borrower existing on the Acquisition
Closing Date or otherwise required to become a party thereto pursuant to Section
10.15, substantially in the form of Exhibit C, as the same may be amended,
supplemented or otherwise modified from time to time.

                  "Guaranteed Hedge Agreement": as defined in the Guarantee.

                  "Guaranteed Parties": as defined in the Guarantee.

                  "Hedge Agreement": as to any Person, any swap, cap, collar or
similar arrangement entered into by such Person providing for protection against
fluctuations in interest rates or currency exchange rates or the exchange of
nominal interest obligations, either generally or under specific contingencies.

                  "Housing Costs": with respect to any Housing Unit, the Actual
Costs to construct such Housing Unit, including, without limitation, labor and
materials, construction and building permits, tap, connection and impact fees,
improvement district fees and fees charged by Governmental Authorities.

                  "Housing Unit": a single-family dwelling, constructed or under
construction on a Finished Lot, whether detached or attached (including
condominiums but excluding mobile homes).

                  "Increase Assuming Lender": as defined in Section 3.5(c).

                  "Increase Date": as defined in Section 3.5(a).

                  "Indebtedness": with respect to any Person (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 trade payables incurred in the ordinary course of such
Person's business and not past due for more than 90 days), (c) all Obligations
of such Person evidenced by notes, bonds, debentures or other similar
instruments, or upon which interest payments are customarily made, (d) all
Obligations of such Person 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 Obligations of such Person as lessee under Financing Leases,
(f) all Obligations, contingent or otherwise, of such Person under acceptance,
letter of credit or similar facilities, (g) all Obligations of such Person to
purchase, redeem, retire, defease or otherwise make any payment in respect of
any Capital Stock in such Person or any other Person, valued, in the case of any
Capital Stock which are redeemable



                                      -14-
<PAGE>   21

preferred interests, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends, (h) all Obligations of such Person
in respect of Hedge Agreements, take-or-pay agreements or other similar
arrangements, valued, in the case of Hedge Agreements, at the principal or
notional amount thereof, (i) all Obligations of such Person under any synthetic
lease, tax retention operating lease, off-balance sheet loan or similar
off-balance sheet financing if the transaction giving rise to such Obligation is
considered indebtedness for borrowed money for tax purposes but is classified as
an operating lease in accordance with GAAP; (j) all Contingent Obligations and
(k) all indebtedness and other payment Obligations referred to in clauses (a)
through (j) above of another Person secured by (or for which the holder of such
indebtedness or other payment Obligations has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including, without
limitation, accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such indebtedness or
other payment Obligations, valued, in the case of any such Indebtedness as to
which recourse for the payment thereof is expressly limited to the property or
assets on which such Lien is granted, at the lesser of (A) the stated or
determinable amount of the Indebtedness that is so secured or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) and (B) the greater of
fair market value or book value of such property or assets.

                  "Information Memorandum": the information memorandum, dated as
of November 2000, used by the Arranger in connection with the syndication of the
Commitments.

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

                  "Intellectual Property": as defined in Section 7.9.

                  "Intercreditor Agreement": the Intercreditor Agreement, dated
as of November 22, 2000, among the Administrative Agent, the Lenders, Banc of
America Mortgage Capital Corporation, as administrative agent under the
Acquisition Bridge Facility Documents, and the lenders under the Acquisition
Bridge Facility Documents, as amended, supplemented or otherwise modified from
time to time.

                  "Interest Payment Date": (a) as to any Base Rate Loan, the
last day of each calendar month and (b) as to any Eurodollar Loan, the last day
of each related Interest Period.

                  "Interest Period": with respect 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 or three 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 or three 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:

                           (1) if any Interest Period pertaining to a Eurodollar
         Loan would otherwise end on a day that is not a Business Day, such
         Interest Period shall be extended to the next succeeding



                                      -15-
<PAGE>   22

         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;

                           (2) the Borrower shall not select any Interest Period
         that would (x) in the case of any Revolving Credit Loan, extend beyond
         the Revolving Credit Termination Date or (y) in the case of any Term
         Loan, extend beyond the Term Loan Maturity Date; and

                           (3) 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

                  "Investment": with respect to any Person, (a) any direct or
indirect purchase or other acquisition (whether for cash, securities, property,
services or otherwise) by such Person of, or of a beneficial interest in, any
equity interests or Indebtedness of any other Person, (b) any direct or indirect
purchase or other acquisition (whether for cash, securities, property, services
or otherwise) by such Person of all or substantially all of the property and
assets of any other Person or of any division, branch or other unit of operation
of any other Person, (c) any direct or indirect redemption, retirement, purchase
or other acquisition for value by such Person from any other Person of any
equity interests in such Person, (d) the making of a deposit by such Person
with, or any direct or indirect loan, advance, other extension of credit or
capital contribution by such Person to, or any other investment by such Person
in, any other Person (including, without limitation, any indebtedness or
accounts receivable from such other person that are not current assets or did
not arise from sales to such other Person in the ordinary course of business and
any arrangement pursuant to which the investor incurs Indebtedness of the types
referred to in clause (h) or (i) of the definition of "Indebtedness" in respect
of such other Person) and (e) any agreement to make any Investment (including
any "short sale" or any sale of any securities at a time when such securities
are not owned by the Person entering into such sale). The amount of any
Investment shall be the original cost of such Investment plus the cost of all
additions thereto, without adjustments for decreases or increases in value,
write-ups, write-downs or write-offs with respect to such Investment, minus the
amount of any dividends or return of capital with respect to such Investment.

                  "Issuing Lender": Bank of America, N.A., or any other Lender
approved by the Administrative Agent and the Borrower, in its capacity as issuer
of any Letter of Credit.

                  "Land Under Development": any parcel of land owned by the
Borrower or any of its Subsidiaries which is a Loan Party that is zoned for use
as a site for Housing Units and that is being or within six months will be
actively and physically developed into Finished Lots within one year after
commencement of physical development.

                  "L/C Cash Collateral Account": a deposit account maintained by
the Borrower with the Administrative Agent as a collateral account on terms
acceptable to the Administrative Agent.

                  "L/C Commitment": $30,000,000.

                  "L/C Fee Payment Date": the last Business Day of each March,
June, September and December.

                  "L/C Obligations": at any time, an amount equal to the sum of
(a) the aggregate then undrawn amount of the then outstanding Letters of Credit
and (b) the aggregate amount of drawings under Letters of Credit which have not
then been reimbursed.



                                      -16-
<PAGE>   23

                  "L/C Participants": the collective reference to all the
Revolving Credit Lenders other than the Issuing Lender.

                  "Lenders": as defined in the heading hereto, which shall
include in any event the Issuing Lender and the Swing Line Lender.

                  "Letters of Credit": as defined in Section 5.1(a).

                  "Leverage Ratio": at any time, the ratio of (i) Consolidated
Total Liabilities at such time to (ii) Consolidated Tangible Net Worth at such
time.

                  "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, without
limitation, any conditional sale or other title retention agreement and any
Financing Lease having substantially the same economic effect as any of the
foregoing), and the filing of any financing statement under the Uniform
Commercial Code or comparable law of any jurisdiction in respect of any of the
foregoing.

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

                  "Loan Documents": collectively, (a) for purposes of this
Agreement and the Notes and any amendment, supplement or other modification
hereof or thereof and for all other purposes other than for purposes of the
Guarantee, (i) this Agreement, (ii) the Notes, (iii) the Guarantee and (iv) each
Application and (b) for purposes of the Guarantee, (i) this Agreement, (ii) the
Notes, (iii) the Guarantee, (iv) each Application and (v) each Guaranteed Hedge
Agreement, in each case as amended, supplemented or otherwise modified from time
to time in accordance with the terms hereof.

                  "Loan Parties": the Borrower, the Parent and each Subsidiary
of the Borrower that is a party to a Loan Document.

                  "Material Adverse Effect": a material adverse effect on (a)
the business, assets, liabilities (actual or contingent), operations, financial
condition or prospects of the Parent and its Subsidiaries, taken as a whole, (b)
the rights and remedies of the Administrative Agent or any Lender under any Loan
Document or (c) the ability of TO USA or any Loan Party to perform its
Obligations in respect of any aspect of the Transaction.

                  "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, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

                  "Measurement Period": as of any date of determination, the
most recently completed period of four consecutive fiscal quarters of the
Borrower on or immediately prior to such date.

                  "Merger": as defined in the Recitals hereto.

                  "Model Home": a Housing Unit used and furnished for inspection
by prospective purchasers of other Housing Units.



                                      -17-
<PAGE>   24

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

                  "Net Proceeds": with respect to any sale, lease, transfer or
other disposition of any property or asset, or the incurrence or issuance of any
Indebtedness, or the sale or issuance of any Capital Stock in any Person, or any
Extraordinary Receipt received by or paid to or for the account of any Person,
as the case may be, the aggregate amount of cash received from time to time
(whether as initial consideration or through payment or disposition of deferred
consideration) by or on behalf of such Person for its own account in connection
with any such transaction, after deducting therefrom only (without duplication):

                  (a) reasonable and customary brokerage commissions,
         underwriting fees and discounts, legal fees, finder's fees and other
         similar fees and commissions;

                  (b) the amount of taxes payable in connection with or as a
         result of such transaction;

                  (c) in the case of any sale, lease, transfer or other
         disposition of any property or asset, the outstanding principal amount
         of, the premium or penalty, if any, on, and any accrued and unpaid
         interest on, any Indebtedness (other than the Indebtedness outstanding
         under the Loan Documents) that is secured by a Lien on the property and
         assets subject to such sale, lease, transfer or other disposition and
         is required to be repaid under the terms thereof as a result of such
         sale, lease, transfer or other disposition; and

                  (d) in the case of any sale, lease, transfer or other
         disposition of any property or asset, the amount to be reserved, in
         accordance with GAAP as in effect on the date on which the Net Proceeds
         from such sale, lease, transfer or other disposition are determined,
         and so reserved, against liabilities under indemnification obligations,
         liabilities related to environmental matters or other similar
         contingent liabilities associated with the property and assets subject
         to such sale, lease, transfer or other disposition that are required to
         be so provided for under the terms of the documentation for such sale,
         lease, transfer or other disposition;

in each case to the extent, but only to the extent, that the amounts so deducted
are properly attributable to such transaction or to the property or asset that
is the subject thereof and (i) in the case of clauses (a) and (c) of this
definition, are actually paid at the time of receipt of such cash to a Person
that is not an Affiliate of such Person or any Loan Party or of any Affiliate of
any Loan Party and (ii) in the case of clauses (b) and (d) of this definition,
are actually paid at the time of receipt of such cash to a Person that is not an
Affiliate of such Person or any Loan Party or of any Affiliate of any Loan Party
or, so long as such Person is not otherwise indemnified therefor, are reserved
for in accordance with GAAP at the time of receipt of such cash based upon such
Person's reasonable estimate of such taxes or contingent liabilities, as the
case may be; provided, however, that if, at the time such taxes or such
contingent liabilities are actually paid or otherwise satisfied, the amount of
the reserve therefor exceeds the amount paid or otherwise satisfied, then the
Borrower shall reduce the Commitments and shall prepay the outstanding Loans
and/or cash collateralize Letters of Credit in accordance with the terms of
Section 6.6(c), in an amount equal to the amount of such excess reserve.

                  "Newmark": Newmark Homes Corp., a Nevada corporation.

                  "New Subsidiary": as defined in Section 10.15.

                  "Non-Bank Status Certificate": as defined in Section
6.12(b)(i)(B).



                                      -18-
<PAGE>   25

                  "Non-Consenting Lender": as defined in Section 6.15(c).

                  "Non-Excluded Taxes": as defined in Section 6.12.

                  "Notes": the collective reference to the Revolving Credit
Notes, the Term Notes and the Swing Line Note.

                  "Obligations": with respect to any Person, any payment,
performance or other obligation of such Person of any kind, including, without
limitation, any liability of such Person on any claim, whether or not the right
of any creditor to payment in respect of such claim is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed,
legal, equitable, secured or unsecured, and whether or not such claim is
discharged, stayed or otherwise affected by any proceeding referred to in
Section 11(f). Without limiting the generality of the foregoing, the Obligations
of the Loan Parties under the Loan Documents include (a) the obligation to pay
principal, interest, letter of credit commissions, charges, expenses, fees,
attorneys' fees and disbursements, indemnities and other amounts payable by any
Loan Party under any Loan Document and (b) the obligation of any Loan Party to
reimburse any amount in respect of any of the foregoing that the Administrative
Agent or any Lender, in its sole discretion, may elect to pay or advance on
behalf of such Loan Party.

                  "Parent": as defined in the Recitals hereto.

                  "Participant": as defined in Section 13.6(b).

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

                  "Permitted Liens": the following types of Liens (excluding any
such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Code or by
ERISA or any such Lien relating to or imposed in connection with any
Environmental Action), in each case as to which no enforcement, collection,
execution, levy or foreclosure proceeding shall have been commenced:

                  (a) Liens for taxes, assessments and governmental charges or
         levies to the extent not otherwise required to be paid under Section
         9.3;

                  (b) Liens imposed by law, such as materialmen's, mechanics',
         carriers', workmen's, storage and repairmen's Liens and other similar
         Liens arising in the ordinary course of business and securing
         obligations (other than Indebtedness for borrowed money) (i) that are
         not overdue for a period of more than 60 days or (ii) the amount,
         applicability or validity of which is being contested in good faith and
         by appropriate proceedings diligently conducted and with respect to
         which the Borrower or its applicable Subsidiary, as the case may be,
         has established reserves in accordance with GAAP;

                  (c) pledges or deposits to secure obligations incurred in the
         ordinary course of business under workers' compensation laws,
         unemployment insurance or other similar social security legislation
         (other than in respect of employee benefit plans subject to ERISA) or
         to secure public or statutory obligations;

                  (d) Liens securing the performance of, or payment in respect
         of, bids, tenders, government or utility contracts (other than for the
         repayment of borrowed money), surety and appeal bonds and other
         obligations of a similar nature incurred in the ordinary course of
         business;



                                      -19-
<PAGE>   26

                  (e) any interest or title of a lessor or sublessor or a
         licensor and any restriction or encumbrance to which the interest or
         title of such lessor, sublessor or licensor may be subject that is
         incurred in the ordinary course of business and, either individually or
         when aggregated with all other Permitted Liens in effect on any date of
         determination, could not reasonably be expected, whether individually
         or in the aggregate, to have a Material Adverse Effect;

                  (f) Liens arising out of judgments or awards that do not
         constitute an Event of Default under Section 11(a) or 11(f) and in
         respect of which the Borrower or any of its Subsidiaries subject
         thereto shall be prosecuting an appeal or proceeding for review in good
         faith and, pending such appeal or proceeding, shall have secured within
         ten days after the entry thereof a subsisting stay of execution and
         shall be maintaining reserves, in accordance with GAAP, with respect to
         any such judgment or award; and

                  (g) easements, rights-of-way, zoning restrictions and other
         encumbrances and survey exceptions, minor defects or irregularities in
         title and other similar restrictions on title to, or the use of, real
         property (including, without limitation, restrictive covenants of
         general application created and reserved in the ordinary course of
         business by a declarant of a planned residential development that
         require payment of marketing, development or other fees or that reserve
         rights of first refusal or repurchase options to the declarant to
         ensure compliance with restrictive covenants requiring construction of
         a dwelling to commence or be completed within a stated period of time
         or Liens imposed by law or contract on specific lots of real property
         in favor of third-party developers which enable such developer to
         participate in premiums generated upon the sale of such specific lots)
         that do not, either individually or in the aggregate, (i) materially
         detract from the value of such real property or (ii) materially and
         adversely affect the use of such real property for its intended
         purposes or the conduct of the business of the Borrower and its
         Subsidiaries in the ordinary course and, in any case, that were not
         incurred in connection with and do not secure Indebtedness or other
         extensions of credit.

                  "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 which
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": the rate of interest publicly announced from
time to time by Bank of America, N.A. at its principal office in Charlotte,
North Carolina as its prime rate or prime lending rate. This rate of interest is
determined from time to time by Bank of America, N.A. as a means of pricing some
loans to its customers and is neither tied to any external rate of interest or
index nor does it necessarily reflect the lowest rate of interest actually
charged by Bank of America, N.A. to any particular class or category of
customers of Bank of America, N.A.

                  "Properties": as defined in Section 7.21.

                  "Pro Rata Share": as to any amount, the product of (a) such
amount and (b) as applicable, (i) as to any Revolving Credit Lender or the
Issuing Lender and the L/C Participants, considered as a whole, at any time, the
percentage which such Revolving Credit Lender's Revolving Credit Commitment then
constitutes of the aggregate Revolving Credit Commitments (or, at any time after
the Revolving Credit Commitments shall have expired or terminated, the
percentage which the



                                      -20-
<PAGE>   27

aggregate principal amount of such Revolving Credit Lender's Revolving Credit
Loans then outstanding constitutes of the aggregate principal amount of the
Revolving Credit Loans then outstanding), (ii) as to any Term Loan Lender, the
percentage equal to the quotient of such Term Loan Lender's Term Loan Commitment
divided by the aggregate Term Loan Commitments and (iii) as to any Lender at any
time, the percentage such Lender's Credit Exposure at such time constitutes of
the aggregate Credit Exposures of all of the Lenders at such time.

                  "Raw Land": any parcel of land owned by the Borrower or any of
its Subsidiaries which is a Loan Party which is not a Finished Lot or Land Under
Development.

                  "Reduction Amount": as defined in Section 6.6(d).

                  "Refinancing Closing Date": the date on which the conditions
precedent set forth in Section 8.2 shall be satisfied.

                  "Reimbursement Obligation": the obligation of the Borrower to
reimburse the Issuing Bank pursuant to Section 5.5(a) for amounts drawn under a
Letter of Credit.

                  "Register": as defined in Section 13.6(d).

                  "Regulation U": Regulation U of the Board of Governors of the
Federal Reserve System 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(c) of ERISA, other than those events as to which the thirty day notice
period is waived under Sections .21, .22, .23, .26, .27 or .28 of PBGC Reg.
Section 4043.

                  "Required Financial Information": at any date of
determination, (a) from the date of this Agreement until the first date on which
the Borrower delivers (or is required to have delivered) consolidated financial
statements and other financial information to the Administrative Agent and the
Lenders under Section 9.1, the consolidated financial statements of the Borrower
and its Subsidiaries referred to in Section 7.1(a) and (b) at any time and from
time to time thereafter, the consolidated financial statements of the Borrower
and its Subsidiaries most recently delivered to the Administrative Agent and the
Lenders on or prior to such date pursuant to, and satisfying all of the
requirements of, Section 9.1(a) or (b) and accompanied by the certificates and
other information required to be delivered therewith pursuant to Section 9.1(c).

                  "Required Lenders": at any time, Lenders, the aggregate Credit
Exposures of which constitute at least 66-2/3% of the aggregate Credit Exposure
of all Lenders at such time.

                  "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, the
president and the executive vice president of the Borrower or, with respect to
financial matters, the chief financial officer of the Borrower.



                                      -21-
<PAGE>   28

                  "Restricted Amount": at any time, Revolving Credit Commitments
in an aggregate amount equal to the excess of (A) 101% of the aggregate
outstanding principal amount of the Senior Notes, plus accrued and unpaid
interest, at such time over (B) the aggregate Term Loan Commitments at such
time.

                  "Restricted Payment": as defined in Section 10.6.

                  "Revolving Credit Commitment": as to any Revolving Credit
Lender, the obligation of such Revolving Credit Lender to make Revolving Credit
Loans to the Borrower pursuant to Section 3.1 and/or to issue or participate in
Letters of Credit issued on behalf of the Borrower hereunder or to participate
in Swing Line Loans made hereunder in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Revolving
Credit Lender's name on Schedule 1 under the caption "Revolving Credit
Commitment" or in an Assignment and Acceptance, as such amount may be reduced
from time to time in accordance with the provisions of this Agreement and as
such amount may be increased from time to time in accordance with Section 3.5.
As of the Acquisition Closing Date, the aggregate Revolving Credit Commitments
shall be equal to $275,000,000.

                  "Revolving Credit Commitment Period": the period from and
including the Acquisition Closing Date to but not including the Revolving Credit
Termination Date.

                  "Revolving Credit Exposure": as to any Revolving Credit Lender
at any time, its Revolving Credit Commitment (or, if the Revolving Credit
Commitments shall have expired or been terminated, the sum of (i) the aggregate
unpaid principal amount of its Revolving Credit Loans and (ii) its Pro Rata
Share of the aggregate outstanding L/C Obligations and Swing Line Loans).

                  "Revolving Credit Lender": at any time, any Lender with a
Revolving Credit Commitment or which is owed any Obligation in respect of a
Revolving Credit Loan at such time.

                  "Revolving Credit Loans": as defined in Section 3.1.

                  "Revolving Credit Note": a promissory note of the Borrower
payable to the order of any Revolving Credit Lender, in substantially the form
of Exhibit A-2 attached hereto, evidencing the aggregate indebtedness of the
Borrower to such Term Loan Lender resulting from the Revolving Credit Loans made
by such Revolving Credit Lender.

                  "Revolving Credit Termination Date": the earlier to occur of
(i) November 22, 2002, subject to extension thereof pursuant to Section 6.15 and
(ii) the date of termination in whole of the aggregate Revolving Credit
Commitments pursuant to Section 3.4 or 11; provided, however, that the Revolving
Credit Termination Date of any Lender that is a Non-Consenting Lender to any
requested extension pursuant to Section 6.15 shall be the Revolving Credit
Termination Date in effect immediately prior to the applicable Extension Date
for all purposes of this Agreement.

                  "Senior Notes": the 9.25% Senior Notes due 2008 of the
Borrower issued pursuant to the Senior Notes Documents.

                  "Senior Notes Documents": the collective reference to (i) the
Indenture, dated as of February 2, 1998, among the Borrower, the guarantors
which are parties thereto and American Stock Transfer & Trust Company, as
trustee, (ii) the Indenture, dated as of June 12, 1998, among the Borrower, the
guarantors which are parties thereto and American Stock Transfer & Trust
Company, as trustee, and (iii) each other document executed in connection
therewith, as each may be amended, supplemented or otherwise modified from time
to time.



                                      -22-
<PAGE>   29

                  "Significant Subsidiary": at any date of determination, any
Subsidiary of the Borrower which, together with its Subsidiaries, meets any of
the following conditions:

                  (a) the investments in and advances to such Subsidiary by the
         Borrower and its other Subsidiaries exceed 10% of the total assets of
         the Borrower and its Subsidiaries consolidated as of the end of the
         most recently completed fiscal year;

                  (b) the proportionate share of the total assets (after
         intercompany eliminations) of such Subsidiary exceeds 10% of the total
         assets of the Borrower and its Subsidiaries consolidated as of the end
         of the most recently completed fiscal year; or

                  (c) the Borrower's and its other Subsidiaries' equity in the
         income from continuing operations (before income taxes, extraordinary
         items and cumulative effect of a change in accounting principles) of
         such Subsidiary exceeds 10% of such income of the Borrower and its
         Subsidiaries consolidated for the most recently completed fiscal year.

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

                  "Sold Homes": as to the Borrower and any of its Subsidiaries
which is a Loan Party, at a particular date, all Housing Units that are subject
to a bona fide written agreement for sale and purchase, between the Borrower or
any such Subsidiary, as seller, and a Person, other than an Affiliate of the
Borrower or any such Subsidiary, as buyer, entered into in the ordinary course
of business, under which a cash earnest money deposit or down payment in an
amount customary for the locale has been paid, and that is subject only to
customary contingencies to the closing of the agreement and the buyer's purchase
obligation.

                  "Spec Home": any Housing Unit which is not a Model Home and
which is not subject to a bona fide written agreement for sale and purchase,
between the Borrower or any of its Subsidiaries which is a Loan Party, as
seller, and a Person, other than an Affiliate of the Borrower or any such
Subsidiary, as buyer, entered into in the ordinary course of business, under
which a cash earnest money deposit or down payment in an amount customary for
the locale has been paid, and that is subject only to customary contingencies to
the closing of the agreement and the buyer's purchase obligation.

                  "Subsidiary": as to any Person, a corporation, partnership or
other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise qualified, all references to a "Subsidiary" or
to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries
of the Borrower.

                  "Swing Line Commitment": $20,000,000.

                  "Swing Line Lender": Bank of America, N.A., in its capacity as
         lender of Swing Line Loans hereunder.

                  "Swing Line Loans": as defined in Section 4.1.

                  "Swing Line Note": a promissory note of the Borrower payable
         to the order of the Swing Line Lender, in substantially the form of
         Exhibit A-3 attached hereto, evidencing the aggregate



                                      -23-
<PAGE>   30

         indebtedness of the Borrower to the Swing Line Lender resulting from
         the Swing Line Loans made by the Swing Line Lender.

                  "Term Loan": as defined in Section 2.1.

                  "Term Loan Commitment": as to any Term Loan Lender, its
obligation to make a Term Loan to the Borrower pursuant to Section 2.1 in the
amount set forth opposite such Term Loan Lender's name on Schedule 1 under the
caption "Term Loan".

                  "Term Loan Credit Exposure": as to any Term Loan Lender at any
time, the unpaid principal amount of its Term Loan.

                  "Term Loan Lender": at any time, any Lender with a Term Loan
Credit Commitment or which is owed any Obligation in respect of a Term Loan at
such time.

                  "Term Loan Maturity Date": the earlier to occur of (i)
November 22, 2003, subject to extension thereof pursuant to Section 6.15 and
(ii) the date of termination in whole of the aggregate Term Loan Commitments
pursuant to Section 2.3 or Section 11 or the date of acceleration of the
outstanding Term Loans pursuant to Section 11; provided, however, that the Term
Loan Maturity Date of any Lender that is a Non-Consenting Lender to any
requested extension pursuant to Section 6.15 shall be the Term Loan Maturity
Date in effect immediately prior to the applicable Extension Date for all
purposes of this Agreement.

                  "Term Note": a promissory note of the Borrower payable to the
order of any Term Loan Lender, in substantially the form of Exhibit A-1 attached
hereto, evidencing the indebtedness of the Borrower to such Term Loan Lender
resulting from the Term Loan made by such Term Loan Lender.

                  "TO Greece": Technical Olympic S.A, a Greek corporation.

                  "TO USA": as defined in the Recitals hereto.

                  "TO USA Restricted Payment": any "Restricted Payment" as
defined in the Acquisition Bridge Facility Documents.

                  "Tranche": the collective reference to Eurodollar Loans which
are of the same category as either a Term Loan or a Revolving Credit Loan and
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).

                  "Transactions": the collective reference to the consummation
of the Engle Acquisition, the consummation of the Merger, the refinancing of the
Senior Notes on the Refinancing Closing Date, the refinancing of other
Indebtedness of the Borrower on the Acquisition Closing Date, the execution and
delivery of the Acquisition Bridge Facility Documents and the transactions
contemplated thereby, the making of the Equity Contribution, the execution and
delivery of the Loan Documents and the transactions contemplated thereby and the
payment of fees and expenses in connection with the foregoing.

                  "Transferee": as defined in Section 13.6(f).

                  "Type": as to any Loan, its nature as a Base Rate Loan or a
Eurodollar Loan.



                                      -24-
<PAGE>   31

                  "Unsold Homes": as to the Borrower and any of its Subsidiaries
which is a Loan Party, at a particular date, all Housing Units that are not
Model Homes or Sold Homes.

                  "Unsold Land": as to the Borrower and any of its Subsidiaries
which is a Loan Party, the collective reference to (i) Finished Lots, (ii) Land
Under Development and (iii) Raw Land, in each case that are not subject to a
bona fide written agreement for sale and purchase, between the Borrower or any
such Subsidiary, as seller, and a Person, other than an Affiliate of the
Borrower or any such Subsidiary, as buyer, entered into in the ordinary course
of business, under which a cash earnest money deposit or down payment in an
amount customary for the locale has been paid, and that is subject only to
customary contingencies to the closing of the agreement and the buyer's purchase
obligation.

                  "Voting Interests": any and all shares of Capital Stock, the
holders of which are ordinarily, in the absence of contingencies, entitled to
vote for the election of directors (or persons performing similar functions) of
such Person, even if the right to so vote has been suspended by the happening of
such a contingency.

                  1.2 Other Definitional Provisions.

                  (a) Unless otherwise specified therein, all terms defined in
         this Agreement shall have the defined meanings when used in any Notes
         or any certificate or other document made or delivered pursuant hereto.

                  (b) As used herein and in any Notes, and any certificate or
         other document made or delivered pursuant hereto, 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.

                  (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 TERM LOAN COMMITMENTS

                  2.1 Term Loan Commitments. Subject to the terms and conditions
hereof, each Term Loan Lender severally agrees to make a single term loan (a
"Term Loan") to the Borrower on the Refinancing Closing Date in an amount not to
exceed the amount of the Term Loan Commitment of such Term Loan Lender then in
effect; provided, that the aggregate principal amount of the Term Loans made
shall not exceed the aggregate amount necessary to refinance the Senior Notes on
the Refinancing Closing Date. The Term Loans may from time to time be (a)
Eurodollar Loans, (b) Base Rate Loans or (c) a combination thereof, as
determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.2 and 6.3. The Term Loans shall be made
simultaneously by each Term Loan Lender in a principal amount equal to such Term
Loan Lender's Pro Rata Share of the aggregate principal amount of all Term Loans
borrowed on the Refinancing Closing Date. Amounts borrowed under this Section
2.1 and repaid or prepaid may not be reborrowed.

                  2.2 Procedure for Term Loan Borrowing. The Borrower shall give
the Administrative Agent irrevocable notice (which notice shall be in the form
of Exhibit A-4 attached hereto and must be



                                      -25-
<PAGE>   32

received by the Administrative Agent prior to 10:00 a.m., Chicago, Illinois
time, (a) three Business Days prior to the Refinancing Closing Date, if all or
any part of the Term Loans are to be initially Eurodollar Loans or (b) one
Business Day prior to the Refinancing Closing Date, otherwise) specifying (i)
the Refinancing Closing Date, (ii) the amount to be borrowed, (iii) whether the
Term Loans are to be initially Eurodollar Loans, Base Rate Loans or a
combination thereof, and (iv) if the Term Loans are to be entirely or partly
Eurodollar Loans, the durations of the initial Interest Periods therefor;
provided, that the Borrower may not select any Interest Period for a Eurodollar
Loan that has a duration of more than one month during the period from the date
of this Agreement until March 1, 2001 (or such earlier date as shall be
specified in its sole discretion by the Arranger in a written notice to the
Borrower and the Lenders). The Term Loan Commitments shall be fully utilized
prior to any borrowing of the Restricted Amount under the Revolving Credit
Commitments. Upon receipt of such notice the Administrative Agent shall promptly
notify each Term Loan Lender thereof. Not later than 11:00 a.m., Chicago,
Illinois time, on the Refinancing Closing Date each Term Loan Lender shall make
available for the account of its Applicable Lending Office to the Administrative
Agent at its office specified in Section 13.2 the amount of such Term Loan
Lender's Pro Rata Share of such borrowing in immediately available funds. After
the Administrative Agent's receipt of such funds and upon satisfaction of the
applicable conditions set forth in Section 8, the Administrative Agent shall on
such date credit the account of the Borrower on the books of such office of the
Administrative Agent with the aggregate amount of such funds.

                  2.3 Termination or Reduction of Term Loan Commitments.

                  (a) Voluntary. The Borrower shall have the right, upon not
         less than three Business Days' notice to the Administrative Agent, to
         terminate in whole or reduce in part the Term Loan Commitments. Any
         such reduction shall be in an amount equal to at least $1,000,000 and
         shall reduce permanently the Term Loan Commitments then in effect.

                  (b) Mandatory.

                           (i) The Term Loan Commitments shall automatically
                  terminate on February 28, 2001 if the Term Loans have not been
                  made prior to that time.

                           (ii) Upon funding of the Term Loans on the
                  Refinancing Closing Date, after giving effect to the Term
                  Loans made on such date, any remaining Term Loan Commitments
                  shall automatically terminate.

                  SECTION 3. AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS

                  3.1 Revolving Credit Commitments. Subject to the terms and
conditions hereof, each Revolving Credit Lender severally agrees to make loans
("Revolving Credit Loans") to the Borrower from time to time during the
Revolving Credit Commitment Period in an aggregate principal amount at any one
time outstanding not to exceed the amount of such Revolving Credit Lender's
Available RC Commitment then in effect. During the Revolving Credit Commitment
Period, the Borrower may use the Revolving Credit Commitments by borrowing,
prepaying the Revolving Credit Loans in whole or in part, and reborrowing, all
in accordance with the terms and conditions hereof. The Revolving Credit Loans
may from time to time be (i) Eurodollar Loans, (ii) Base Rate Loans or (iii) a
combination thereof, as determined by the Borrower and notified to the
Administrative Agent in accordance with Sections 3.2 and 6.3. The Revolving
Credit Loans shall be made simultaneously by each Revolving Credit Lender on
each Borrowing Date in a principal amount equal to such Revolving Credit
Lender's Pro Rata Share of the aggregate amount of all Revolving Credit Loans
borrowed on such date.



                                      -26-
<PAGE>   33

                  3.2 Procedure for Revolving Credit Borrowing. The Borrower
shall give the Administrative Agent irrevocable notice (which notice shall be in
the form of Exhibit A-4 attached hereto and must be received by the
Administrative Agent prior to 10:00 a.m., Chicago, Illinois time, (a) three
Business Days prior to the requested Borrowing Date, if all or any part of the
requested Revolving Credit Loans are to be initially Eurodollar Loans or (b) one
Business Day prior to the requested Borrowing Date, otherwise), specifying (i)
the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the
borrowing is to be of Eurodollar Loans, Base Rate Loans or a combination thereof
and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the
respective durations of the initial Interest Periods therefor; provided, that
the Borrower may not select any Interest Period for a Eurodollar Loan that has a
duration of more than one month during the period from the date of this
Agreement until March 1, 2001 (or such earlier date as shall be specified in its
sole discretion by the Arranger in a written notice to the Borrower and the
Lenders). Each borrowing under the Revolving Credit Commitments shall be in an
amount equal to (x) in the case of Base Rate Loans, at least $500,000 (or, if
the then Available RC Commitments are less than $500,000, such lesser amount)
and (y) in the case of Eurodollar Loans, at least $1,000,000. Upon receipt of
such notice the Administrative Agent shall promptly notify each Revolving Credit
Lender thereof. Not later than 11:00 a.m., Chicago, Illinois time, on such
Borrowing Date, each Revolving Credit Lender shall make available for the
account of its Applicable Lending Office to the Administrative Agent at its
office specified in Section 13.2 the amount of such Revolving Credit Lender's
Pro Rata Share of such borrowing in immediately available funds. After the
Administrative Agent's receipt of such funds and upon satisfaction of the
applicable conditions set forth in Section 8, the Administrative Agent shall on
such date credit the account of the Borrower on the books of such office of the
Administrative Agent with the aggregate amount of such funds; provided, however,
that the Administrative Agent shall first make a portion of such funds equal to
the aggregate principal amount of any drawings under any Letter of Credit paid
by the Issuing Lender which have not been reimbursed and remain outstanding on
such date, plus accrued and unpaid interest thereon as of such date, available
to the Issuing Lender for reimbursement of such Letter of Credit drawings. If
any Revolving Credit Lender fails to fund any Revolving Credit Loan as and when
required to be made under this Agreement, and such Revolving Credit Loan is made
by the Administrative Agent or another Revolving Credit Lender, the
Administrative Agent or such funding Revolving Credit Lender shall be entitled
to recover from such non-funding Revolving Credit Lender, on demand, such
unfunded amount with interest thereon calculated from such due date at the rate
per annum applicable to Revolving Credit Loans of the Type so funded. A
certificate of the Administrative Agent or such funding Revolving Credit Lender
submitted to any Revolving Credit Lender with respect to any amounts owing under
this Section shall be conclusive in the absence of manifest error.

                  3.3 Unused Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Credit Lender an unused
fee for the period from and including the date of this Agreement to but not
including the Revolving Credit Termination Date, computed at the Applicable
Unused Fee Rate on the average daily amount of the Available RC Commitment of
such Revolving Credit Lender during the period for which payment is made,
payable quarterly in arrears on the last day of each March, June, September and
December and on the Revolving Credit Termination Date, commencing on the first
of such dates to occur after the date hereof. The Applicable Unused Fee Rate in
effect from time to time shall be determined based upon the Required Financial
Information and shall be reset on each date of delivery thereof; provided, that
if the Borrower has not delivered to the Administrative Agent and the Lenders
all of the Required Financial Information within two Business Days of the date
on which such information is due under Section 9.1, the Applicable Unused Fee
Rate shall be the highest rate per annum set forth in the definition thereof
until the first date on which such Required Financial Information is delivered
thereto.



                                      -27-
<PAGE>   34

                  3.4 Termination or Reduction of Revolving Credit Commitments.

                  (a) Voluntary. The Borrower shall have the right, upon not
         less than three Business Days' notice to the Administrative Agent, to
         terminate in whole or reduce in part the Available RC Commitments. Any
         such reduction shall be in an amount equal to $10,000,000 or a whole
         multiple of $1,000,000 in excess thereof and shall reduce permanently
         the Revolving Credit Commitments then in effect.

                  (b) Mandatory.

                           (i) The Revolving Credit Commitments shall
                  automatically terminate on February 28, 2001 if the
                  Refinancing Closing Date has not occurred prior to such date.

                           (ii) The Revolving Credit Commitments shall be
                  automatically and permanently reduced on each date on which
                  the prepayment of Revolving Credit Loans is required to be
                  made pursuant to Section 6.6(c) by the Reduction Amount on
                  such date.

                  3.5 Increase in the Aggregate Revolving Credit Commitments.

                  (a) The Borrower may at any time, by notice to the
         Administrative Agent, request that the aggregate amount of the
         Revolving Credit Commitments be increased by $10,000,000 or a multiple
         of $1,000,000 in excess thereof (each a "Commitment Increase") to be
         effective on the date (the "Increase Date") on which the Administrative
         Agent shall have notified the Borrower that such Commitment Increase is
         effective and all conditions to such Commitment Increase have been
         satisfied; provided, that (i) in no event shall the aggregate amount of
         the Revolving Credit Commitments exceed $350,000,000 minus the
         aggregate amount of any reductions in the Revolving Credit Commitments
         made pursuant to Section 3.4 prior to such time, (ii) no Default or
         Event of Default shall have occurred and be continuing as of the date
         of such request for a Commitment Increase or the applicable Increase
         Date and (iii) all conditions set forth in Section 8.3 shall have been
         satisfied as of the applicable Increase Date.

                  (b) The Borrower may extend offers to one or more Eligible
         Assignees (including existing Lenders) to participate in any portion of
         any requested Commitment Increase; provided, that the Revolving Credit
         Commitment of each such Eligible Assignee, when aggregated with the
         other Credit Exposure of such Eligible Assignee, shall in no event be
         less than $10,000,000. The allocation of such Commitment Increase among
         Eligible Assignees shall be made by the Administrative Agent with the
         consent of the Borrower, which consent shall not be unreasonably
         withheld or delayed.

                  (c) On each Increase Date, each Eligible Assignee that is not
         an existing Lender that accepts an offer to participate in a requested
         Commitment Increase in accordance with Section 3.5(b) (together with
         each existing Revolving Credit Lender which elects to participate in
         any Commitment Increase, each an "Increase Assuming Lender") shall be
         deemed to be a Revolving Credit Lender, and, in the case of each
         Increase Assuming Lender which is an existing Revolving Credit Lender,
         the Revolving Credit Commitments of such Increase Assuming Lender shall
         be so increased by such amount (or by the amount allocated to such
         Increasing Assuming Lender pursuant to the last sentence of Section
         3.5(b)) as of such Increase Date; provided, however, that the
         Administrative Agent shall have received on or prior to such Increase
         Date the following, each dated such date:



                                      -28-
<PAGE>   35

                           (i) (A) certified copies of resolutions of the board
                  of directors of the Loan Parties approving such Commitment
                  Increase and the corresponding modifications to this Agreement
                  and the other Loan Documents, (B) a certificate, signed by a
                  duly authorized Responsible Officer of the Borrower, stating
                  that all of the applicable conditions contained in Section 8.3
                  have been satisfied and (C) an opinion of counsel for the Loan
                  Parties, in form and substance reasonably satisfactory to the
                  Administrative Agent;

                           (ii) an assignment and assumption agreement from each
                  Increase Assuming Lender which is not currently a Revolving
                  Credit Lender, in form and substance reasonably satisfactory
                  to the Borrower and the Administrative Agent, and duly
                  executed and delivered by such Increase Assuming Lender, the
                  Administrative Agent and the Borrower;

                           (iii) confirmation from each Increase Assuming Lender
                  which is currently a Revolving Credit Lender of the increase
                  in the amount of its Revolving Credit Commitment pursuant to
                  documentation reasonably satisfactory to the Borrower and the
                  Administrative Agent; and

                           (iv) a Revolving Credit Note for each Increase
                  Assuming Lender which is not currently a Revolving Credit
                  Lender and a replacement Revolving Credit Note for each
                  Increase Assuming Lender which is currently a Revolving Credit
                  Lender, duly executed and delivered by the Borrower.

         On each Increase Date, upon fulfillment of the conditions set forth in
         the immediately preceding sentence, the Administrative Agent shall
         notify the Lenders (including, without limitation, each Increase
         Assuming Lender) and the Borrower of the occurrence of the Commitment
         Increase to be effected on such Increase Date and shall record in the
         Register the relevant information with respect to each Increase
         Assuming Lender on such date. In addition, on each Increase Date, each
         of the Increase Assuming Lenders will purchase and assume from the
         other Revolving Credit Lenders such interests in the Revolving Credit
         Loans made by such other Revolving Credit Lenders and outstanding on
         such Increase Date as shall be necessary so that, after giving effect
         to such purchases and assumptions, each of the Revolving Credit Lenders
         (including the Increase Assuming Lenders) will hold their respective
         Pro Rata Shares of the Revolving Credit Loans outstanding on such
         Increase Date (such purchases and assumption to be effected by each of
         the Increase Assuming Lenders making an amount equal to such Pro Rata
         Share of the Revolving Credit Loans available for the accounts of their
         Applicable Lending Offices to the Administrative Agent at the
         applicable Administrative Agent's accounts, in same day funds). The
         Borrower hereby agrees to each of the purchases and assumptions in the
         immediately preceding sentence.

                  SECTION 4. SWING LINE LOANS

                  4.1 Swing Line Commitment. Subject to the terms and conditions
hereof, in reliance on the agreements of the other Revolving Credit Lenders set
forth in Section 4.2(a), the Swing Line Lender agrees to make swing line loans
(the "Swing Line Loans") to the Borrower from time to time during the Revolving
Credit Commitment Period in an aggregate principal amount at any one time
outstanding not to exceed the lesser of the unused Swing Line Commitment then in
effect and the aggregate Available RC Commitments then in effect. Amounts
borrowed by the Borrower under this Section 4.1 may be repaid and, through but
excluding the Revolving Credit Termination Date, reborrowed. All Swing Line
Loans shall be made as Base Rate Loans and shall not be entitled to be converted
into Eurodollar Loans. The Borrower shall give the Swing Line Lender irrevocable
notice (which notice shall be in the form of Exhibit A-4 attached hereto and
must be received by the Swing Line Lender prior to 2:00 p.m., Chicago,



                                      -29-
<PAGE>   36

Illinois time) on the requested Borrowing Date specifying the amount of each
requested Swing Line Loan, which shall be in an aggregate minimum amount of at
least $500,000. Upon satisfaction of the applicable conditions set forth in
Section 8, the Swing Line Lender shall on such date credit the account of the
Borrower on the books of such office of the Administrative Agent with the
aggregate amount of such funds. The proceeds of Swing Line Loans may be used
solely for the working capital purposes of the Borrowers in the ordinary course
of business. No Swing Line Loan shall be used for the purpose of funding the
repayment or prepayment of any other Swing Line Loan.

                  4.2 Swing Line Loan Participations.

                  (a) The Swing Line Lender irrevocably agrees to grant and
         hereby grants to each Revolving Credit Lender, and, to induce the Swing
         Line Lender to make Swing Line Loans hereunder, each Revolving Credit
         Lender irrevocably agrees to accept and purchase and hereby accepts and
         purchases from the Swing Line Lender, on the terms and conditions
         hereinafter stated, for such Revolving Credit Lender's own account and
         risk, an undivided interest equal to such Revolving Credit Lender's Pro
         Rata Share in the Swing Line Lender's obligations and rights under each
         Swing Line Loan made hereunder. Each Revolving Credit Lender
         unconditionally and irrevocably agrees with the Swing Line Lender that,
         if any Swing Line Loan is not otherwise repaid on the maturity date
         therefor set forth in Section 6.2(c), such Revolving Credit Lender
         shall pay to the Swing Line Lender upon demand at the Swing Line
         Lender's address for notices specified herein an amount equal to such
         Revolving Credit Lender's Pro Rata Share of the amount of such Swing
         Line Loan, or any part thereof, which is not so repaid.

                  (b) On the related maturity date for each Swing Line Loan set
         forth in Section 6.2(c), unless the Borrower has otherwise repaid such
         Swing Line Loan, and upon receipt of a notice from the Swing Line
         Lender, each Revolving Credit Lender shall make a Revolving Credit Loan
         which is a Base Rate Loan in an amount equal to such Revolving Credit
         Lender's Pro Rata Share of the amount of the Swing Line Loans
         outstanding which have come due on such date; provided, that if a
         Default or Event of Default shall have occurred and be continuing at
         such time, the Revolving Credit Lenders shall be deemed to have
         purchased an undivided interest in such Swing Line Loans pursuant to
         Section 4.2(a). Not later than 11:00 a.m., Chicago, Illinois time, on
         such date, each Revolving Credit Lender shall make available for the
         account of its Applicable Lending Office to the Swing Line Lender at
         its office specified in Section 13.2 the amount of such Revolving
         Credit Lender's Pro Rata Share of such Revolving Credit Loans in
         immediately available funds, the proceeds of which shall be applied to
         repay such Swing Line Loans; provided, that the Swing Line Lender's Pro
         Rata Share of such Revolving Credit Loans shall be deemed to have been
         funded by the Swing Line Lender with no further action on its part.

                  (c) Each Revolving Credit Lender's obligation to make the
         Revolving Credit Loans referred to in Section 4.2(b) and to purchase
         participating interests pursuant to Section 4.2(a) shall be absolute
         and unconditional and shall not be affected by any circumstance,
         including, without limitation, (i) any set-off, counterclaim,
         recoupment, defense or other right which such Revolving Credit Lender
         may have against the Swing Line Lender, the Borrower, or any other
         Person for any reason whatsoever, (ii) such requested Revolving Credit
         Loan being in an amount less than the minimum amount specified in
         Section 3.2, (iii) the occurrence or continuance of an Event of
         Default, (iv) any failure to satisfy any condition precedent to
         extensions of credit set forth in Section 8, (v) any event or
         circumstance which has had or could reasonably be expected, whether
         individually or in the aggregate, to have a Material Adverse Effect,
         (vi) any breach of this Agreement by the Borrower, any other Loan Party
         or any other Revolving Credit Lender, or (vii) any other circumstance,
         happening or event whatsoever, whether or not similar to any of the
         foregoing.



                                      -30-
<PAGE>   37

                  SECTION 5. LETTERS OF CREDIT

                  5.1 L/C Commitment.

                  (a) Subject to the terms and conditions hereof, the Issuing
         Lender, in reliance on the agreements of the other Revolving Credit
         Lenders set forth in Section 5.4(a), agrees to issue letters of credit
         ("Letters of Credit") for the account of the Borrower on any Business
         Day during the Revolving Credit Commitment Period in such form as may
         be approved from time to time by the Issuing Lender; provided, that the
         Issuing Lender shall have no obligation to issue any Letter of Credit
         if, after giving effect to such issuance, (1) the L/C Obligations would
         exceed the L/C Commitment or (2) the aggregate Available RC Commitments
         would be less than zero.

                  (b) Each Letter of Credit shall:

                           (1) be denominated in U.S. dollars and shall be a
         standby letter of credit issued to support obligations, contingent or
         otherwise, of any or all of the Borrower or any of its Subsidiaries
         that is a Loan Party arising in the ordinary course of business;

                           (2) expire no later than one year following the
         Revolving Credit Termination Date then in effect; and

                           (3) be in a face amount of not less than $10,000.

                  (c) Each Letter of Credit shall be subject to the Uniform
         Customs and Practice for Documentary Credits (1993 Revision),
         International Chamber of Commerce Publication No. 500, as the same may
         be amended from time to time, and, if specifically referenced in the
         text of such Letter of Credit (but to the extent not inconsistent
         therewith) the laws of the State of New York.

                  (d) The Issuing Lender shall not at any time be obligated to
         issue any Letter of Credit hereunder if such issuance would conflict
         with, or cause the Issuing Lender or any L/C Participant to exceed any
         limits imposed by, any applicable Requirement of Law.

                  5.2 Procedure for Issuance of Letters of Credit. The Borrower
may from time to time (on behalf of itself or any of its Subsidiaries that is a
Loan Party) request that the Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Lender, and
such other certificates, documents and other papers and information as the
Issuing Lender may request. Upon receipt of any Application, the Issuing Lender
will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Lender be required to issue any
Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other papers
and information relating thereto) by issuing the original of such Letter of
Credit to the beneficiary thereof or as otherwise may be agreed by the Issuing
Lender and the Borrower. The Issuing Lender shall furnish a copy of such Letter
of Credit to the Borrower promptly following the issuance thereof. The Issuing
Lender shall promptly furnish to the Administrative Agent, which shall in turn
promptly furnish to the Revolving Credit Lenders, notice of the issuance of each
Letter of Credit (including the amount thereof).



                                      -31-
<PAGE>   38

                  5.3 Fees, Commissions and Other Charges.

                  (a) The Borrower shall pay to the Administrative Agent, for
         the account of the Issuing Lender and the L/C Participants, a letter of
         credit commission on all outstanding Letters of Credit, computed for
         the period from the date of issuance of each such Letter of Credit to
         the date upon which such Letter of Credit is fully drawn, expires or is
         otherwise terminated at a rate equal to the Applicable Margin then in
         effect for Revolving Credit Loans which are Eurodollar Loans. Each such
         commission shall be payable in arrears on each L/C Fee Payment Date to
         occur after the issuance of each Letter of Credit, shall be
         nonrefundable and shall be shared ratably among the L/C Participants
         and the Issuing Lender.

                  (b) The Borrower shall pay to the Administrative Agent, solely
         for the account of the Issuing Lender, a fronting fee of the greater of
         (A) 0.125% of the aggregate amount available to be drawn under each
         Letter of Credit and (B) $500. Such fronting fee shall be nonrefundable
         and shall be payable in arrears on each L/C Fee Payment Date to occur
         after the issuance of each Letter of Credit.

                  (c) In addition to the foregoing fees and commissions, the
         Borrower shall pay or reimburse the Issuing Lender for any normal and
         customary amendment fees, cancellation fees, drawing fees and other
         out-of-pocket costs and expenses as are incurred or charged by the
         Issuing Lender in issuing, effecting payment under, amending or
         otherwise administering any Letter of Credit.

                  (d) The Administrative Agent shall, promptly following its
         receipt thereof, distribute to the Issuing Lender and the L/C
         Participants all fees and commissions received by the Administrative
         Agent for their respective accounts pursuant to Section 5.3(a).

                  5.4 L/C Participations.

                  (a) The Issuing Lender irrevocably agrees to grant and hereby
         grants to each L/C Participant, and, to induce the Issuing Lender to
         issue Letters of Credit hereunder, each L/C Participant irrevocably
         agrees to accept and purchase and hereby accepts and purchases from the
         Issuing Lender, on the terms and conditions hereinafter stated, for
         such L/C Participant's own account and risk, an undivided interest
         equal to such L/C Participant's Pro Rata Share in the Issuing Lender's
         obligations and rights under each Letter of Credit issued hereunder and
         the amount of each draft paid by the Issuing Lender thereunder. Each
         L/C Participant unconditionally and irrevocably agrees with the Issuing
         Lender that, if a draft is paid under any Letter of Credit for which
         the Issuing Lender is not reimbursed in full by the Borrower in
         accordance with the terms of this Agreement, such L/C Participant shall
         pay to the Issuing Lender upon demand at the Issuing Lender's address
         for notices specified herein an amount equal to such L/C Participant's
         Pro Rata Share of the amount of such draft, or any part thereof, which
         is not so reimbursed.

                  (b) If any amount required to be paid by any L/C Participant
         to the Issuing Lender pursuant to Section 5.4(a) in respect of any
         unreimbursed portion of any payment made by the Issuing Lender under
         any Letter of Credit is paid to the Issuing Lender within three
         Business Days after the date such payment is due, such L/C Participant
         shall pay to the Issuing Lender on demand an amount equal to the
         product of (1) such amount, times (2) the daily average Federal Funds
         Effective Rate, as quoted by the Issuing Lender, during the period from
         and including the date such payment is required to the date on which
         such payment is immediately available to the Issuing Lender, times (3)
         a fraction the numerator of which is the number of days that elapse



                                      -32-
<PAGE>   39

         during such period and the denominator of which is 360. If any such
         amount required to be paid by any L/C Participant pursuant to Section
         5.4(a) is not made available to the Issuing Lender by such L/C
         Participant within three Business Days after the date such payment is
         due, the Issuing Lender shall be entitled to recover from such L/C
         Participant, on demand, such overdue amount with interest thereon
         calculated from such due date at the rate per annum applicable to
         Revolving Credit Loans which are Base Rate Loans. A certificate of the
         Issuing Lender submitted to any L/C Participant with respect to any
         amounts owing under this Section shall be conclusive in the absence of
         manifest error.

                  (c) Whenever, at any time after the Issuing Lender has made
         payment under any Letter of Credit and has received from any L/C
         Participant its Pro Rata Share of such payment in accordance with
         Section 5.4(a), the Issuing Lender receives any payment related to such
         Letter of Credit (whether directly from the Borrower or otherwise,
         including proceeds of collateral applied thereto by the Issuing
         Lender), or any payment of interest on account thereof, the Issuing
         Lender will distribute to such L/C Participant its Pro Rata Share
         thereof; provided, however, that in the event that any such payment
         received by the Issuing Lender shall be required to be returned by the
         Issuing Lender, such L/C Participant shall return to the Issuing Lender
         the portion thereof previously distributed by the Issuing Lender to it.

                  5.5 Reimbursement Obligations of the Borrower.

                  (a) The Borrower agrees to reimburse the Issuing Lender on
         each date on which the Issuing Lender notifies the Borrower of the date
         and amount of a draft presented under any Letter of Credit and paid by
         the Issuing Lender or, if later, on each date on which such draft is
         paid by the Issuing Lender for the amount of (1) such draft so paid and
         (2) any taxes and any reasonable fees, charges or other costs or
         expenses incurred by the Issuing Lender in connection with such
         payment. Each such payment shall be made to the Issuing Lender at its
         address for notices specified herein in U.S. dollars and in immediately
         available funds.

                  (b) Interest shall be payable on any and all amounts remaining
         unpaid by the Borrower under this Section from the date such amounts
         become payable (whether at stated maturity, by acceleration or
         otherwise) until payment in full at the rate which would be payable on
         any overdue Revolving Credit Loans that are Base Rate Loans.

                  (c) No later than 11:00 a.m., Chicago, Illinois time, one
         Business Day prior to the Revolving Credit Termination Date, the
         Borrower shall deposit into the L/C Cash Collateral Account cash in an
         amount of not less than 100% of the aggregate face amount of all
         Letters of Credit to be outstanding as of the Revolving Credit
         Termination Date, which amounts shall be held as cash collateral for
         the outstanding L/C Obligations until all L/C Obligations shall have
         been terminated and all amounts owing to the Administrative Agent, the
         Issuing Lender or the Lenders in respect of Letters of Credit and the
         transactions relating thereto shall have been paid in full. If the
         Borrower has not deposited cash into the L/C Cash Collateral Account as
         and when set forth above, the Borrower shall be deemed to have
         requested, one Business Day prior to the Revolving Credit Termination
         Date, a borrowing pursuant to Section 3.2 of Revolving Credit Loans
         which are Base Rate Loans in the amount required to be so deposited.
         The proceeds of all such Revolving Credit Loans shall be deposited into
         the L/C Cash Collateral Account. The Administrative Agent shall be
         entitled to withdraw any amounts credited to the L/C Cash Collateral
         Account and apply such amounts applied (without any further action by
         or notice to or from the Borrower or any other Loan Party) to reimburse
         the Issuing Lender and the Revolving Credit Lenders for any drawings on
         any Letter of Credit or fees or expenses relating to any Letter of
         Credit. If at any time the aggregate amount of funds credited to the
         L/C Cash Collateral



                                      -33-
<PAGE>   40

         Account exceeds 100% of the aggregate face amount of all Letters of
         Credit outstanding at such time, the Administrative Agent shall release
         the amount of such excess to the Borrower. The Borrower hereby grants
         in favor of the Administrative Agent, for the benefit of the Issuing
         Lender and the Lenders, a security interest and lien upon the L/C Cash
         Collateral Account and all amounts credit thereto from time to time to
         secure the Obligations of the Borrower under the Loan Documents.

                  5.6 Obligations Absolute.

                  (a) The Borrower's obligations under this Section 5 shall be
         absolute and unconditional under any and all circumstances and
         irrespective of any set-off, counterclaim or defense to payment which
         the Borrower may have or have had against the Issuing Lender , any L/C
         Participant, any beneficiary of a Letter of Credit or any other Person.

                  (b) The Borrower also agrees with the Issuing Lender that the
         Issuing Lender shall not be responsible for, and the Borrower's
         Reimbursement Obligations under Section 5.5(a) shall not be affected
         by, among other things, (1) the validity or genuineness of documents or
         of any endorsements thereon, even though such documents shall in fact
         prove to be invalid, fraudulent or forged, or (2) any dispute between
         or among the Borrower and any beneficiary of any Letter of Credit or
         any other party to which such Letter of Credit may be transferred or
         (3) any claims whatsoever of the Borrower against any beneficiary of
         such Letter of Credit or any such transferee.

                  (c) The Issuing Lender shall not be liable for any error,
         omission, interruption or delay in transmission, dispatch or delivery
         of any message or advice, however transmitted, in connection with any
         Letter of Credit, except for errors or omissions caused by the Issuing
         Lender's gross negligence or willful misconduct.

                  (d) The Borrower agrees that any action taken or omitted by
         the Issuing Lender under or in connection with any Letter of Credit or
         the related drafts or documents, if done in the absence of gross
         negligence or willful misconduct and in accordance with the standards
         of care specified in the Uniform Commercial Code of the State of New
         York, shall be binding on the Borrower and shall not result in any
         liability of the Issuing Lender to the Borrower.

                  5.7 Letter of Credit Payments. If any draft shall be presented
for payment under any Letter of Credit, the Issuing Lender shall promptly notify
the Borrower of the date and amount thereof. The responsibility of the Issuing
Lender to the Borrower in connection with any draft presented for payment under
any Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are in conformity with such Letter of Credit.

                  5.8 Application. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 5, the provisions of this Section 5 shall apply.

                  5.9 Survival. All provisions in this Section 5 shall survive
the termination of all Commitments and the payment of the Loans and all other
amounts payable hereunder.


                  SECTION 6. GENERAL PROVISIONS APPLICABLE TO LOANS

                  6.1 Interest Rates and Payment Dates.



                                      -34-
<PAGE>   41

                  (a) Each 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 Loan for such Interest
         Period plus the Applicable Margin for such Loan in effect on the first
         day of such Interest Period.

                  (b) Each Base Rate Loan shall bear interest at a rate per
         annum equal to the Base Rate in effect from time to time plus the
         Applicable Margin in effect from time to time; provided, that each Base
         Rate Loan which is a Swing Line Loan shall bear interest at a rate per
         annum equal to the Base Rate in effect from time to time.

                  (c) If all or a portion of (i) the principal amount of any
         Loan or Reimbursement Obligation, (ii) any interest payable thereon,
         (iii) any unused fee or (iv) any other amount payable hereunder shall
         not be paid when due (whether at the stated maturity, by acceleration
         or otherwise), such overdue interest, unused fee or other amount shall
         bear interest at a rate per annum equal to (x) in the case of
         principal, the rate that would otherwise be applicable thereto pursuant
         to the foregoing provisions of this Section plus 2%, (y) in the case of
         Reimbursement Obligations, the rate applicable to Revolving Credit
         Loans that are Base Rate Loans plus 2% or (z) in the case of any such
         overdue interest, unused fee or other amount, the rate described in
         paragraph (b) of this Section plus 2%, in each case from the date of
         such non-payment until such overdue amount is paid in full (as well
         after as before judgment).

                  (d) Interest shall be payable in arrears on each Interest
         Payment Date; provided, that interest accruing pursuant to paragraph
         (c) of this Section shall be payable from time to time on the earlier
         of the next succeeding Interest Payment Date and demand therefor.

                  6.2 Repayment of Loans.

                  (a) The Borrower shall repay to the Administrative Agent for
         the ratable account of the Term Loan Lenders on the Term Loan Maturity
         Date the aggregate principal amount of all Term Loans outstanding on
         such date.

                  (b) The Borrower shall repay to the Administrative Agent for
         the ratable account of the Revolving Credit Lenders on the Revolving
         Credit Termination Date the aggregate principal amount of all Revolving
         Credit Loans outstanding on such date.

                  (c) With respect to each Swing Line Loan, the Borrower shall
         repay to the Administrative Agent for the account of the Swing Line
         Lender on the earlier to occur of (i) the Revolving Credit Termination
         Date and (ii) the date which is five Business Days following the
         related Borrowing Date of such Swing Line Loan, the aggregate principal
         amount of such Swing Line Loan outstanding on such date; provided, that
         unless the Borrower has otherwise repaid such Swing Line Loan, such
         Swing Line Loan shall be automatically repaid when due with the
         proceeds of Revolving Credit Loans in accordance with Section 4.2.

                  6.3 Conversion and Continuation Options.

                  (a) The Borrower may elect from time to time to Convert
         Eurodollar Loans to Base Rate Loans by giving the Administrative Agent
         at least one Business Day's 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 Base Rate Loans to
         Eurodollar Loans by giving the Administrative Agent at least three
         Business Days' prior irrevocable notice of such election. Any such
         notice of Conversion to



                                      -35-
<PAGE>   42

         Eurodollar Loans shall specify the length of the initial Interest
         Period or Interest Periods therefor. Upon receipt of any such notice
         the Administrative Agent shall promptly notify each relevant Lender
         thereof. All or any part of outstanding Eurodollar Loans and Base Rate
         Loans may be Converted as provided herein; provided, that (i) no 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 that such a Conversion is not
         appropriate, (ii) any such Conversion may only be made if, after giving
         effect thereto, Section 6.4 shall not have been contravened, (iii) no
         Loan may be converted into a Eurodollar Loan after the date that is one
         month prior to the Revolving Credit Termination Date (in the case of
         Conversions of Revolving Credit Loans) or the Term Loan Maturity Date
         (in the case of Conversions of Term Loans) and (iv) the Borrower may
         not select any Interest Period for a Eurodollar Loan that has a
         duration of more than one month during the period from the date of this
         Agreement until March 1, 2001 (or such earlier date as shall be
         specified in its sole discretion by the Arranger in a written notice to
         the Borrower and the Lenders).

                  (b) Any Eurodollar Loans may be Continued as such upon the
         expiration of the then current Interest Period with respect thereto by
         the Borrower giving 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 Eurodollar Loan may be
         Continued as such (i) when any Event of Default has occurred and is
         continuing and the Administrative Agent has or the Required Lenders
         have determined that such a Continuation is not appropriate, (ii) if,
         after giving effect thereto, Section 6.4 would be contravened or (iii)
         after the date that is one month prior to the Revolving Credit
         Termination Date (in the case of Continuations of Revolving Credit
         Loans) or the Term Loan Maturity Date (in the case of Continuations of
         Term Loans) and provided, further, that if the Borrower shall fail to
         give such notice or if such Continuation is not permitted such Loans
         shall be automatically converted to Base Rate Loans on the last day of
         such then expiring Interest Period.

                  6.4 Minimum Amounts and Maximum Number of Tranches. All
borrowings, conversions and continuations of Loans hereunder and all selections
of Interest Periods hereunder shall be in such amounts and be made pursuant to
such elections so that, after giving effect thereto, the aggregate principal
amount of the Loans comprising each Eurodollar Tranche shall be equal to at
least $1,000,000 and in no event shall there be more than six Eurodollar
Tranches outstanding at any time.

                  6.5 Optional Prepayments.

                  (a) The Borrower may, on the last day of any Interest Period
         with respect thereto, in the case of Eurodollar Loans, or at any time
         and from time to time, in the case of Base Rate Loans, prepay the
         Loans, in whole or in part, without premium or penalty (except as set
         forth in Section 6.5(b)(iii)), upon at least three Business Days'
         irrevocable notice, in the case of any Eurodollar Loan, or one Business
         Day's notice, in the case of any Base Rate Loan, to the Administrative
         Agent, specifying the date and amount of prepayment and whether the
         prepayment is of Eurodollar Loans, Base Rate Loans or a combination
         thereof, and, if of a combination thereof, the amount allocable to
         each; provided, that prepayments of the Term Loans made prior to the
         second anniversary of the Refinancing Closing Date may only be made in
         whole, but not in part. Upon receipt of any such notice the
         Administrative Agent shall promptly notify each Lender thereof. If any
         such notice is given, the amount specified in such notice shall be due
         and payable on the date specified therein. Amounts prepaid on account
         of the Term Loans may not be reborrowed. Partial prepayments pursuant
         to this Section shall be in an aggregate principal amount of $1,000,000
         or a whole multiple of $100,000 in excess thereof.



                                      -36-
<PAGE>   43

                  (b) All prepayments under Section 6.5(a) shall be made
         together with (i) in the case of any such prepayment of a Eurodollar
         Loan, accrued and unpaid interest to the date of such prepayment on the
         principal amount so prepaid, (ii) in the case of any such prepayment of
         a Eurodollar Loan on a date other than the last day of an Interest
         Period therefor, any amounts owing in respect of such Eurodollar Loan
         pursuant to Section 6.13 and (iii) in the case of any such prepayment
         of any Term Loan, a prepayment fee equal to the percentage of the
         aggregate principal amount so prepaid set forth opposite the date of
         the prepayment referred to below:

<TABLE>
<CAPTION>
                               Prepayments Made                         Percentage
                               ----------------                         ----------
<S>                                                                     <C>
                     From and including the Refinancing                    2.5%
                     Closing Date to the second
                     anniversary of the Refinancing
                     Closing Date

                     From and including the second                           2%
                     anniversary of the Refinancing
                     Closing Date to but not including
                     third anniversary of the Refinancing
                     Closing Date

                     From and including the third                            1%
                     anniversary of the Refinancing
                     Closing Date to but not including
                     fourth anniversary of the
                     Refinancing Closing Date

                     Thereafter                                              0%
</TABLE>

                  6.6 Mandatory Prepayments.

                  (a) If on any date on which a Borrowing Base Certificate is
         delivered to the Administrative Agent, Consolidated Total Indebtedness
         exceeds the Borrowing Base, the Borrower shall prepay the Revolving
         Credit Loans and/or cash collateralize or replace Letters of Credit
         (or, if no Revolving Credit Loans or Letters of Credit are outstanding
         at such time, the Term Loans) in an amount equal to the amount of such
         excess no later than one Business Day immediately following the date of
         delivery of such Borrowing Base Certificate.

                  (b) If on any date the Aggregate Outstanding RC Extensions of
         Credit exceeds the Revolving Credit Commitments, the Borrower shall
         immediately prepay the Revolving Credit Loans and/or cash collateralize
         or replace Letters of Credit in an amount equal to the amount of such
         excess.

                  (c) The Borrower shall, on the date of receipt of the Net
         Proceeds by the Borrower or any of its Subsidiaries from (i) the sale,
         lease, transfer or other disposition of any property or assets of the
         Parent or any of its Subsidiaries (other than any property or assets
         expressly permitted to be sold, leased, transferred or otherwise
         disposed of pursuant to clause (a), (b), (c) or (f) of Section 10.5),
         (ii) the incurrence or issuance by the Parent or any of its
         Subsidiaries of any Indebtedness (other than Indebtedness expressly
         permitted to be incurred or issued pursuant to Section 10.2), (iii) the
         issuance or sale by the Parent or any of its Subsidiaries of any
         Capital



                                      -37-
<PAGE>   44

         Stock therein, or any capital contribution made to the Parent or the
         Borrower and (iv) any Extraordinary Receipt received by or paid to or
         for the account of the Parent or any of its Subsidiaries and not
         otherwise included in subclause (i), (ii) or (iii) of this Section
         6.6(c), prepay an aggregate principal amount of the Loans in an amount
         equal to 100% of the amount of such Net Proceeds. Each prepayment of
         Loans pursuant to this Section 6.6(c) shall be applied (A) at any time
         prior to the second anniversary of the Refinancing Closing Date, to the
         prepayment of the Revolving Credit Loans and/or to cash collateralize
         or replace Letters of Credit, and (B) at any time thereafter first to
         outstanding principal of the Term Loans until paid in full and second
         to the prepayment of the Revolving Credit Loans and/or to cash
         collateralize or replace Letters of Credit.

                  (d) Prepayments of the Revolving Credit Loans made pursuant to
         Sections 6.6(a), (b) or (c) first, shall be applied to reimburse all
         drawings on Letters of Credit outstanding at such time until all such
         drawings have been reimbursed in full, second, shall be applied to
         prepay Swing Line Loans outstanding at such time until all such Swing
         Line Loans have been paid in full, third, shall be applied to prepay
         Revolving Credit Loans comprising part of the same Tranches and
         outstanding at such time until all Revolving Credit Loans have been
         paid in full and, fourth, shall be deposited into the L/C Cash
         Collateral Account to cash collateralize the undrawn portion of all
         outstanding Letters of Credit; and, in the case of any prepayments of
         the Revolving Credit Loans made pursuant to Section 6.6(c), the amount
         remaining, if any, after the prepayment in full of all Revolving Credit
         Loans outstanding at such time and the full cash collateralization of
         the undrawn portion of all outstanding Letters of Credit at such time
         (the sum of such prepayment amounts, cash collateralization amounts and
         remaining amount being, collectively , the "Reduction Amount") may be
         retained by the Borrower for use in the ordinary course of its business
         and the Revolving Credit Facility shall automatically and permanently
         be reduced as set forth in Section 3.4(b)(ii). Upon the drawing of any
         Letter of Credit for which funds are on deposit in the L/C Cash
         Collateral Account, such funds shall be applied (without any further
         action by or notice to or from the Borrower or any other Loan Party) to
         reimburse the Issuing Lender or the Revolving Credit Lenders, as
         applicable.

                  (e) All prepayments under this Section 6.6 shall be made
         together with (i) in the case of any such prepayment of a Eurodollar
         Loan, accrued and unpaid interest to the date of such prepayment on the
         principal amount so prepaid, (ii) in the case of any such prepayment of
         a Eurodollar Loan on a date other than the last day of an Interest
         Period therefor, any amounts owing in respect of such Eurodollar Loan
         pursuant to Section 6.13 and (iii) in the case of any such prepayment
         of any Term Loan, a prepayment fee equal to the percentage of the
         aggregate principal amount so prepaid set forth opposite the date of
         the prepayment referred to below:



                                      -38-
<PAGE>   45

<TABLE>
<CAPTION>
                               Prepayments Made                         Percentage
                               ----------------                         ----------
<S>                                                                     <C>
                     From and including the Refinancing                    2.5%
                     Closing Date to the second
                     anniversary of the Refinancing
                     Closing Date

                     From and including the second                           2%
                     anniversary of the Refinancing
                     Closing Date to but not including
                     third anniversary of the Refinancing
                     Closing Date

                     From and including the third                            1%
                     anniversary of the Refinancing
                     Closing Date to but not including
                     fourth anniversary of the
                     Refinancing Closing Date

                     Thereafter                                              0%
</TABLE>

                  6.7 Payments and Computation of Interest and Fees.

                  (a) The Borrower shall make each payment hereunder and under
         the Notes, irrespective of any right of counterclaim, deduction or
         set-off, not later than 10:00 A.M., Chicago, Illinois time, on the day
         when due in U.S. dollars to the Administrative Agent at the account
         designated by the Administrative Agent in immediately available funds,
         with payments received by the Administrative Agent after such time
         being deemed to have been received on the next succeeding Business Day.
         The Administrative Agent will promptly thereafter cause like funds to
         be distributed (i) if such payment by the Borrower is in respect of
         principal, interest, unused fees or any other Obligation then payable
         hereunder and under the Notes to more than one Lender, to such Lenders
         for the accounts of their respective Applicable Lending Offices in
         accordance with their respective Pro Rata Share of the amounts of such
         respective Obligations payable to such Lenders at such time and (ii) if
         such payment by the Borrower is in respect of any Obligation then
         payable hereunder solely to one Lender, to such Lender for the account
         of its Applicable Lending Office, in each case to be applied in
         accordance with the terms of this Agreement. Upon its acceptance of an
         Assignment and Acceptance and recording of the information contained
         therein in the Register pursuant to Section 13.6, from and after the
         effective date of such Assignment and Acceptance, the Administrative
         Agent shall make all payments hereunder and under the Notes in respect
         of the interest assigned thereby to the Lender assignee thereunder, and
         the parties to such Assignment and Acceptance shall make all
         appropriate adjustments in such payments for periods prior to such
         effective date directly between themselves.

                  (b) The Borrower hereby authorizes each Lender, if and to the
         extent payment owed to such Lender is not made when due hereunder or
         under any of the other Loan Documents to charge from time to time
         against any or all of the Borrower's accounts with such Lender any
         amount so due.

                  (c) All computations of interest, fees and Letter of Credit
         commissions shall be made by the Administrative Agent on the basis of a
         year of 360 days, in each case for the actual number of



                                      -39-
<PAGE>   46

         days (including the first day but excluding the last day) occurring in
         the period for which such interest, fees or commissions are payable.
         Each determination by the Administrative Agent of an interest rate, fee
         or commission hereunder shall be conclusive and binding for all
         purposes, absent manifest error.

                  (d) Whenever any payment hereunder or under the Notes shall be
         stated to be due on a day other than a Business Day, such payment shall
         be made on the next succeeding Business Day, and such extension of time
         shall in such case be included in the computation of payment of
         interest or unused fees, as the case may be; provided, however, that,
         if such extension would cause payment of interest on or principal of
         Eurodollar Loans to be made in the next succeeding calendar month, such
         payment shall be made on the immediately preceding Business Day.

                  (e) Unless the Administrative Agent shall have received notice
         from the Borrower prior to the date on which any payment is due to any
         Lender hereunder that the Borrower will not make such payment in full,
         the Administrative Agent may assume that the Borrower has made such
         payment in full to the Administrative Agent on such date and the
         Administrative Agent may, in reliance upon such assumption, cause to be
         distributed to each such Lender on such date an amount equal to the
         amount due such Lender on such date. If and to the extent the Borrower
         shall not have so made such payment in full to the Administrative
         Agent, each such Lender shall repay to the Administrative Agent
         forthwith on demand such amount distributed to such Lender, together
         with interest thereon, for each day from the date such amount is
         distributed to such Lender until the date such Lender repays such
         amount to the Administrative Agent, at the Federal Funds Effective
         Rate.

                  (f) Whenever any payment received by the Administrative Agent
         under this Agreement or any of the other Loan Documents is insufficient
         to pay in full all amounts due and payable to the Administrative Agent
         and the Lenders under or in respect of this Agreement and the other
         Loan Documents on any date, such payment shall be distributed by the
         Administrative Agent and applied by the Administrative Agent and the
         Lenders in the following order of priority:

                           (i) first, to the payment of all of the fees,
                  indemnification payments, costs and expenses that are due and
                  payable to the Administrative Agent (solely in its capacity as
                  Administrative Agent) under or in respect of this Agreement
                  and the other Loan Documents on such date;

                           (ii) second, to the payment of all of the fees,
                  indemnification payments, costs and expenses that are due and
                  payable to the Issuing Lender and the Swing Line Lender
                  (solely in their respective capacities as such) under or in
                  respect of this Agreement and the other Loan Documents on such
                  date, ratably based upon the respective aggregate amounts of
                  all such fees, indemnification payments, costs and expenses
                  owing to the Issuing Lender and the Swing Line Lender on such
                  date;

                           (iii) third, to the payment of all of the
                  indemnification payments, costs and expenses that are due and
                  payable to the Lenders under Section 13.5 hereof and any
                  similar section of any of the other Loan Documents on such
                  date, ratably based upon the respective aggregate amounts of
                  all such indemnification payments, costs and expenses owing to
                  the Lenders on such date;

                           (iv) fourth, to the payment of all of the amounts
                  that are due and payable to the Administrative Agent and the
                  Lenders under Sections 6.11, 6.12 and 6.13 hereof on



                                      -40-
<PAGE>   47

                  such date, ratably based upon the respective aggregate amounts
                  thereof owing to the Administrative Agent and the Lenders on
                  such date;

                           (v) fifth, to the payment of all of the fees that are
                  due and payable to the Lenders pursuant to Section 3.3 on such
                  date, ratably based upon the respective aggregate Revolving
                  Credit Commitments of the Lenders on such date;

                           (vi) sixth, to the payment of all of the accrued and
                  unpaid interest on the Obligations of the Borrower under or in
                  respect of the Loan Documents that is due and payable to the
                  Administrative Agent and the Lenders pursuant to Section
                  6.1(c) on such date, ratably based upon the respective
                  aggregate amounts of all such interest owing to the
                  Administrative Agent and the Lenders on such date;

                           (vii) seventh, to the payment of all of the other
                  accrued and unpaid interest on the Loans that is due and
                  payable to the Administrative Agent and the Lenders on such
                  date, ratably based upon the respective aggregate amounts of
                  all such interest owing to the Administrative Agent and the
                  Lenders on such date;

                           (viii) eighth, to the payment of the principal amount
                  of all of the outstanding Loans that is due and payable to the
                  Administrative Agent and the Lenders on such date, ratably
                  based upon the respective aggregate amounts of all such
                  principal owing to the Administrative Agent and the Lenders on
                  such date; and

                           (ix) ninth, to the payment of all other Obligations
                  of the Loan Parties owing under or in respect of the Loan
                  Documents that are due and payable to the Administrative Agent
                  and the other Lenders on such date, ratably based upon the
                  respective aggregate amounts of all such Obligations owing to
                  the Administrative Agent and the other Lenders on such date.

         If the Administrative Agent receives funds for application to the
         Obligations of the Loan Parties under or in respect of the Loan
         Documents under circumstances for which the Loan Documents do not
         specify the Loans to which, or the manner in which, such funds are to
         be applied, the Administrative Agent may, but shall not be obligated
         to, elect to distribute such funds to each of the Lenders in accordance
         with such Lenders Pro Rata Share of the sum of (A) the aggregate
         principal amount of all Loans outstanding at such time and (b) the
         aggregate face amount of all Letters of Credit outstanding at such
         time, in repayment or prepayment of such of the outstanding Loans or
         other Obligations then owing to such Lenders as the Administrative
         Agent shall direct.

                  6.8 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 the relevant Lenders (as conclusively certified by
         such Required Lenders) of making or maintaining their affected Loans
         during such Interest Period,



                                      -41-
<PAGE>   48

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the Lenders as soon as practicable thereafter. If such notice is
given (x) any Eurodollar Loans requested to be made on the first day of such
Interest Period shall be made as Base Rate Loans, (y) any Loans that were to
have been Converted on the first day of such Interest Period to Eurodollar Loans
shall be Converted to or Continued as Base Rate Loans and (z) any outstanding
Eurodollar Loans shall be Converted, on the first day of such Interest Period,
to Base Rate 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 Loans to Eurodollar Loans.

                  6.9 Sharing of Payments, Etc. If any Lender shall obtain at
any time any payment (whether voluntary, involuntary, through the exercise of
any right of setoff, or otherwise) (a) on account of Obligations due and payable
to such Lender under or in respect of this Agreement or any of the other Loan
Documents at such time in excess of its ratable share (according to the
proportion of (i) the amount of such Obligations due and payable to such Lender
at such time (other than pursuant to Section 6.11, 6.12, 6.13, 13.5 or 13.6) to
(ii) the aggregate amount of the Obligations due and payable to all Lenders at
such time) of payments on account of the Obligations due and payable to all
Lenders under or in respect of this Agreement and the other Loan Documents at
such time obtained by all the Lenders at such time or (b) on account of
Obligations owing (but not due and payable) to such Lender under or in respect
of this Agreement or any of the other Loan Documents at such time in excess of
its ratable share (according to the proportion of (i) the amount of such
Obligations owing to such Lender at such time (other than pursuant to Section
6.11, 6.12, 6.13, 13.5 or 13.6) to (ii) the aggregate amount of the Obligations
owing (but not due and payable) to all Lenders under or in respect of this
Agreement and the other Loan Documents at such time) of payments on account of
the Obligations owing (but not due and payable) to all Lenders under or in
respect of this Agreement and the other Loan Documents at such time obtained by
all of the Lenders at such time, such Lender shall forthwith purchase from the
other Lenders such interests or participating interests in the obligations due
and payable or owing to them, as the case may be, as shall be necessary to cause
such purchasing Lender to share the excess payment ratably with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each other
Lender shall be rescinded and such other Lender shall repay to the purchasing
Lender the purchase price to the extent of such Lender's ratable share
(according to the proportion of (A) the purchase price paid to such Lender to
(B) the aggregate purchase price paid to all Lenders) of such recovery, together
with an amount equal to such Lender's ratable share (according to the proportion
of (1) the amount of such other Lender's required repayment to (2) the total
amount so recovered from the purchasing Lender) of any interest or other amount
paid or payable by the purchasing Lender in respect of the total amount so
recovered; provided, further, that, so long as the Obligations under the Loan
Documents shall not have been accelerated, any excess payment received by any
Lender in respect of any particular class of Loan shall be shared on a pro rata
basis only with other Lenders holding such class of Loan. The Borrower hereby
agrees that any Lender so purchasing an interest or participating interest from
another Lender pursuant to this Section 6.9 may, to the fullest extent permitted
under applicable law, exercise all its rights of payment (including the right of
setoff) with respect to such an interest or participating interest, as the case
may be, as fully as if such Lender were the direct creditor of the Borrower in
the amount of such an interest or participating interest.

                  6.10 Illegality. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans, Continue
Eurodollar Loans as such and Convert Base Rate Loans to Eurodollar Loans shall
forthwith be cancelled and (b) such Lender's Loans then outstanding as
Eurodollar Loans, if any, shall be Converted automatically to Base Rate Loans on
the respective last days of the then current Interest Periods with respect to
such Loans or within such earlier period as required by law. If any such
Conversion of a Eurodollar Loan occurs on a day which is not the



                                      -42-
<PAGE>   49

last day of the then current Interest Period with respect thereto, the Borrower
shall pay to such Lender such amounts, if any, as may be required pursuant to
Section 6.13.

                  6.11 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, any Note 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 6.12 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 which 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 which 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 such additional
         amount or amounts as will compensate such Lender for such increased
         cost or reduced amount receivable.

                  (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, the
         Borrower shall promptly pay to such Lender such additional amount or
         amounts as will compensate such Lender for such reduction.

                  (c) If any Lender becomes entitled to claim any additional
         amounts pursuant to this Section, 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. A certificate as to any additional
         amounts payable pursuant to this Section submitted in reasonable detail
         by such Lender to the Borrower (with a copy to the Administrative
         Agent) shall be conclusive in the absence of manifest error. The
         agreements in this Section shall survive the termination of all
         Commitments and the payment of the Loans and all other amounts payable
         hereunder.



                                      -43-
<PAGE>   50

                  6.12 Taxes.

                  (a) All payments made by the Borrower under this Agreement and
         any Notes 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 Note).
         If any such non-excluded taxes, levies, imposts, duties, charges, fees
         deductions or withholdings ("Non-Excluded Taxes") are required to be
         withheld from any amounts payable to the Administrative Agent or any
         Lender hereunder or under any Note, 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) 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 that is not
         organized under the laws of the United States of America or a state
         thereof if such Lender fails to comply with the requirements of clause
         (b) of this Section. Whenever any Non-Excluded 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 such
         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 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.
         The agreements in this Section shall survive the termination of all
         Commitments and the payment of the Loans and all other amounts payable
         hereunder.

                  (b) Each Lender that is not incorporated under the laws of the
         United States of America or a state thereof shall:

                  (i) (A) if such Lender is a "bank" within the meaning of
         Section 881(c)(3)(A) of the Code, deliver to the Borrower and the
         Administrative Agent (x) two duly completed copies of United States
         Internal Revenue Service Form 1001 or 4224, or successor applicable
         form, as the case may be, and (y) an Internal Revenue Service Form W-8
         or W-9, or successor applicable form, as the case may be, or (B) if
         such Lender is not a "bank" within the meaning of Section 881(c)(3)(A)
         of the Code and cannot deliver either Internal Revenue Service Form
         1001 or 4224, deliver (x) a certificate substantially in the form of
         Exhibit D (a "Non-Bank Status Certificate") and (y) two completed and
         signed copies of Internal Revenue Service Form W-8 or successor
         applicable form;

                  (ii) deliver to the Borrower and the Administrative Agent two
         further copies of any such form or certification on or before the date
         that any such form or certification expires or becomes obsolete and
         after the occurrence of any event requiring a change in the most recent
         form previously delivered by it to the Borrower; and



                                      -44-
<PAGE>   51

                  (iii) obtain such extensions of time for filing and complete
         such forms or certifications as may reasonably be requested by the
         Borrower or the Administrative Agent;

unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Borrower and the
Administrative Agent. Such Lender shall certify (i) in the case of a Form 1001
or 4224, that it is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, (ii) in the
case of a Non-Bank Status Certificate, that it is not a "bank" as such term is
defined in Section 881(c)(3)(A) of the Code, and (iii) in the case of a Form W-8
or W-9, that it is entitled to an exemption from United States backup
withholding tax. Each Person that shall become a Lender or a Participant
pursuant to Section 13.6 shall, upon the effectiveness of the related transfer,
be required to provide all of the forms and statements required pursuant to this
Section; provided, that in the case of a Participant such Participant shall
furnish all such required forms and statements to the Lender from which the
related participation shall have been purchased.

                  6.13 Indemnity. If any payment of principal of, or Conversion
of, any Eurodollar Loan is made by the Borrower to or for the account of a
Lender other than on the last day of the Interest Period for such Eurodollar
Loan for any reason, or if the Borrower fails to make any payment or prepayment
of a Eurodollar Loan for which a notice of prepayment has been given or that is
otherwise required to be made for any reason, the Borrower shall, upon demand by
such Lender (with a copy to the Administrative Agent), pay to the Administrative
Agent for the account of such Lender any amounts required to compensate such
Lender for any additional losses, costs or expenses that it may reasonably incur
as a result of such payment or Conversion or such failure to pay or prepay, as
the case may be, including, without limitation, any loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender to fund or maintain such Loan and any loss of anticipated
profits in connection with the reallocation of funds, as reasonably determined
by such Lender in its sole discretion. The agreements in this Section shall
survive the termination of all Commitments and the payment of the Loans and all
other amounts payable hereunder.

                  6.14 Lending Offices; Change of Lending Office.

                  (a) Loans of each Type made by any Lender shall be made and
         maintained at such Lender's Applicable Lending Office for Loans of such
         Type.

                  (b) Each Lender agrees that if it makes any demand for payment
         under Section 6.11 or 6.12(a), or if any adoption or change of the type
         described in Section 6.10 shall occur with respect to it, it will use
         reasonable efforts (consistent with its internal policy and legal and
         regulatory restrictions and so long as such efforts would not be
         disadvantageous to it, as determined in its sole discretion) to
         designate a different Applicable Lending Office if the making of such a
         designation would reduce or obviate the need for the Borrower to make
         payments under Section 6.11 or 6.12(a), or would eliminate or reduce
         the effect of any adoption or change described in Section 6.10.

                  6.15 Extension of Revolving Credit Termination Date and Term
Loan Maturity Date.

                  (a) At any time at least 60 days but not more than 90 days
         prior to each anniversary of the date of this Agreement, the Borrower,
         by written notice to the Administrative Agent, may request an extension
         of the scheduled Revolving Credit Termination Date then in effect for
         an additional one-year period. At any time at least 60 days but not
         more than 90 days prior to the



                                      -45-
<PAGE>   52

         scheduled Term Loan Maturity Date, the Borrower, by written notice to
         the Administrative Agent, may request an extension of such Term Loan
         Maturity Date for an additional one-year period; provided, that the
         Borrower may request no more than two extensions of the Term Loan
         Maturity Date pursuant to this Section 6.15.

                  (b) The Administrative Agent shall promptly (and in any event
         within five Business Days) notify each Applicable Lender of any
         extension request made by the Borrower pursuant to Section 6.15(a), and
         each Applicable Lender shall in turn, in its sole discretion, not later
         than 30 days following receipt of such notice, notify the
         Administrative Agent in writing as to whether such Applicable Lender
         will consent to such extension. If any Applicable Lender shall fail to
         notify the Administrative Agent in writing of its consent (or refusal
         to consent) to, any such extension of the Revolving Credit Termination
         Date or the Term Loan Maturity Date, as applicable, by the end of such
         30 day period, such Applicable Lender shall be deemed to be a
         Non-Consenting Lender with respect to such request. The Administrative
         Agent shall notify the Borrower in writing upon expiration of such 30
         day period of the decision of the Applicable Lenders regarding the
         Borrower's request for an extension of such Revolving Credit
         Termination Date or the Term Loan Maturity Date, as applicable. It is
         understood and agreed that no Applicable Lender shall have any
         obligation whatsoever to agree to any request made by the Borrower for
         an extension of the Revolving Credit Termination Date or the Term Loan
         Maturity Date, as applicable.

                  (c) If Applicable Lenders holding at least 90% of the Pro Rata
         Share of the aggregate Revolving Credit Exposure or aggregate Term Loan
         Credit Exposure at such time, as applicable, (after giving effect to
         any assumptions of the Revolving Credit Commitments or Term Loans, as
         applicable, of Non-Consenting Lenders (as defined below) in accordance
         with subsection (d) of this Section 6.15) consent in writing to any
         such request in accordance with subsection (b) of this Section 6.15,
         the Revolving Credit Termination Date or the Term Loan Maturity Date,
         as applicable, in effect at such time shall, upon fulfillment of the
         conditions set forth in Section 8.3 and upon payment by the Borrower to
         the Administrative Agent for the ratable benefit of the Applicable
         Lenders of an extension fee to be agreed upon at the time of such
         extension, effective as of the then current Revolving Credit
         Termination Date or Term Loan Maturity Date, as applicable, (the
         "Extension Date") be extended for a period of one year as to those
         Applicable Lenders that so consented (each a "Consenting Lender") but
         shall not be extended as to any other Lender (each a "Non-Consenting
         Lender"). To the extent that the Revolving Credit Termination Date or
         the Term Loan Maturity Date, as applicable, is not extended as to any
         Applicable Lender pursuant to this Section 6.15 and the Revolving
         Credit Commitment, Revolving Credit Loans or Term Loans, as applicable
         of such Applicable Lender are not assumed in accordance with subsection
         (d) of this Section 6.15 on or prior to the applicable Extension Date,
         the Revolving Credit Commitment, Revolving Credit Loans or Term Loans,
         as applicable, of such Non-Consenting Lender shall automatically
         terminate or become due and payable, as applicable, in whole on such
         unextended Revolving Credit Termination Date or Term Loan Maturity
         Date, as applicable, without any further notice or other action by the
         Borrower, such Applicable Lender or any other Person.

                  (d) If less than all of the Applicable Lenders consent to any
         such request pursuant to subsection (b) of this Section 6.15, the
         Borrower may arrange for one or more Consenting Lenders or other
         Eligible Assignees to assume, effective as of the Extension Date, any
         Non-Consenting Lender's Revolving Credit Commitment and Revolving
         Credit Loans or its Term Loans, as applicable, and all of the rights
         and obligations of such Non-Consenting Lender under this Agreement
         thereafter arising in respect of such Revolving Credit Commitment,
         Revolving Credit Loans or Term Loans, as applicable, (each Eligible
         Assignee assuming the Revolving



                                      -46-
<PAGE>   53

         Credit Commitment, Revolving Credit Loans or Term Loans, as applicable,
         of one or more Non-Consenting Lenders pursuant to this Section 6.15
         being an "Extension Assuming Lender"), without recourse to or warranty
         by, or expense to, such Non-Consenting Lender; provided, however, that
         the Revolving Credit Commitment or Term Loans, as applicable, of any
         such Extension Assuming Lender, when aggregated with other existing
         Credit Exposure of such Person, shall in no event be less than
         $10,000,000 unless the Revolving Credit Commitment or Term Loans, as
         applicable of such Non-Consenting Lender hereunder at such time is less
         than $10,000,000, in which case such Extension Assuming Lender shall
         assume all of such lesser amount; and provided, further, that:

                           (i) the Consenting Lenders and Extension Assuming
                  Lenders shall collectively have paid to the Non-Consenting
                  Lenders the aggregate principal amount of, and any interest
                  accrued and unpaid to the effective date of such assumption
                  on, the outstanding Revolving Credit Loans or Term Loans, as
                  applicable, if any, of such Non-Consenting Lenders;

                           (ii) any accrued and unpaid fees owing to such
                  Non-Consenting Lenders as of the effective date of such
                  assumption, and all additional cost and expense reimbursements
                  and indemnification payments payable to such Non-Consenting
                  Lenders, and all other accrued and unpaid amounts owing to
                  such Non-Consenting Lenders, and all other accrued and unpaid
                  amounts owing to such Non-Consenting Lenders under this
                  Agreement and the Revolving Credit Notes or Term Notes, as
                  applicable, as of the effective date of such assumption, shall
                  have been paid to such Non-Consenting Lenders by the Borrower
                  or such Consenting Lenders and Extension Assuming Lenders; and

                           (iii) with respect to any such Extension Assuming
                  Lender, the applicable processing and recordation fee required
                  under Section 13.6 shall have been paid.

                  (e) At least three Business Days prior to each Extension Date,
         (A) each such Extension Assuming Lender, if any, shall have delivered
         to the Borrower and the Administrative Agent an assignment and
         assumption agreement, in form and substance reasonably satisfactory to
         the Borrower and the Administrative Agent and duly executed by such
         Extension Assuming Lender, such Non-Consenting Lender, the Borrower and
         the Administrative Agent, (B) each such Consenting Lender, if any,
         shall have delivered written confirmation satisfactory to the Borrower
         and the Administrative Agent as to any increase in the amount of its
         Revolving Credit Commitment or Term Loans, as applicable, resulting
         from its assumption of one or more Revolving Credit Commitments or Term
         Loans, as applicable, of the Non-Consenting Lenders and (C) each
         Non-Consenting Lender being replaced pursuant to this Section 6.15(d)
         shall have delivered to the Administrative Agent, to be held in escrow
         on behalf of such Non-Consenting Lender until the payment in full of
         all amounts owing to such Non-Consenting Lender under clauses (i)
         through (iii) of this Section 6.15(d), any Revolving Credit Note or
         Term Notes, as applicable, held by such Non-Consenting Lender. Upon the
         payment or prepayment of all amounts referred to in clauses (i), (ii)
         and (iii) of this Section 6.15(d), each such Consenting Lender or
         Extension Assuming Lender, as of the Extension Date, will be
         substituted for the applicable Non-Consenting Lenders under this
         Agreement and shall be an Applicable Lender for all purposes of this
         Agreement, without any further acknowledgment by or the consent of any
         of the other Applicable Lenders, and the obligations of each such
         Non-Consenting Lender hereunder shall, by the provisions hereof, be
         released and discharged.

                  (f) Any Non-Consenting Lender's rights under Sections 6.11,
         6.12, 6.13, 13.5 or 13.6, and its obligations under Section 12.7, shall
         survive the Revolving Credit Termination Date or the



                                      -47-
<PAGE>   54

         Term Loan Maturity Date, as applicable, for such Applicable Lender as
         to matters occurring prior to such Extension Date.

                  (g) All references in this Agreement and in the Notes to the
         "Revolving Credit Termination Date" or the "Term Loan Maturity Date",
         as applicable, shall, with respect to each Consenting Lender and each
         Assuming Lender for each Extension Date, refer to the Revolving Credit
         Termination Date or the Term Loan Maturity Date, as applicable, as so
         extended. Promptly following the effectiveness any extension
         contemplated by this Section 6.15, the Administrative Agent shall
         notify the Applicable Lenders (including, without limitation, each
         Extension Assuming Lender) of such extension and shall thereupon record
         in the Register the relevant information with respect to each such
         Consenting Lender and each such Extension Assuming Lender.

                  6.16 Administrative Agent's Fees. The Borrower shall pay to
the Administrative Agent such fees as may from time to time be agreed upon
between the Borrower and the Administrative Agent.

                  SECTION 7. REPRESENTATIONS AND WARRANTIES

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

                  7.1 Financial Condition.

                  (a) The consolidated balance sheet of the Borrower and its
         Subsidiaries as at October 31, 2000 and the related consolidated
         statements of income and of cash flows for the fiscal year ended on
         such date, accompanied by an unqualified opinion of BDO Siedman, copies
         of which have heretofore been furnished to each Lender, have been
         prepared in accordance with GAAP applied consistently throughout the
         period covered thereby and present fairly the consolidated financial
         condition of the Borrower and its Subsidiaries as at such date, and the
         consolidated results of operations and consolidated cash flows of the
         Borrower and its Subsidiaries for the fiscal year then ended.

                  (b) The pro forma consolidated balance sheet of the Borrower
         and its Subsidiaries as at October 31, 2000, certified by a Responsible
         Officer of the Borrower, a copy of which has been provided to each
         Lender, fairly presents the pro forma adjustments to the financial
         condition of the Borrower and its Subsidiaries as of such date, after
         giving effect to each aspect of the Transactions to be consummated on
         the Acquisition Closing Date as if such Transactions had occurred on
         such date.

                  (c) The projections of consolidated balance sheets and
         statements of income, retained earnings and cash flows of the Borrower
         and its Subsidiaries delivered to the Lenders prior to the date of this
         Agreement or pursuant to Section 9.1(e) were prepared in good faith on
         the basis of the assumptions stated therein, which assumptions were
         fair in light of the conditions existing at the time of delivery of
         such forecasts, and represented, at the time of delivery, the
         Borrower's best estimate of its future financial performance.

                  7.2 No Change. Since October 31, 2000, there has been no
development or event which has had or could reasonably be expected, whether
individually or in the aggregate, to have a Material Adverse Effect.



                                      -48-
<PAGE>   55

                  7.3 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 to enter into each of the Transactions, 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 and (d) is in compliance with all Requirements of
Law, except, in the case of clauses (c) and (d) of this Section, to the extent
that the failure to be so qualified or to comply therewith could not, whether
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. All applicable waiting periods in connection with the
Transactions have expired without any action having been taken by any competent
authority restraining, preventing or imposing materially adverse conditions upon
the Transactions or the rights of the Loan Parties freely to transfer or
otherwise dispose of, or to create any Lien on, any properties now owned or
hereafter acquired by any of them. The Engle Acquisition and the Merger have
been consummated in accordance with the Engle Acquisition Documents and
applicable Requirements of Law.

                  7.4 Power; Authorization; Enforceable Obligations.

                  (a) The Borrower and each Subsidiary (i) has the corporate
         power and authority to make, deliver and perform the Loan Documents to
         which it is a party and to borrow hereunder and to perform all of the
         Transactions to which it is a party and (ii) 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 and to perform all of the Transactions to which it is a
         party.

                  (b) 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, the
         Transactions or with the execution, delivery, performance, validity or
         enforceability of the Loan Documents to which the Borrower is a party.

                  (c) This Agreement has been, and each other Loan Document to
         which it is a party will be, duly executed and delivered on behalf of
         the Borrower and, in the case of Loan Documents to which it is a party,
         each Subsidiary of the Borrower.

                  (d) This Agreement constitutes, and each other Loan Document
         to which it is a party when executed and delivered will constitute, a
         legal, valid and binding obligation of the Borrower and, in the case of
         Loan Documents to which it is a party, each of its Subsidiaries,
         enforceable against the Borrower and each of its Subsidiaries 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.

                  7.5 No Legal Bar. The execution, delivery and performance of
the Loan Documents to which the Borrower or any of its Subsidiaries is a party,
the borrowings hereunder, the performance by the Borrower or any of its
Subsidiaries of the Transactions and the use of the proceeds thereof will not
violate any Requirement of Law or Obligation of the Borrower or of any of its
Subsidiaries (other than the occurrence of a "Change of Control" under, and as
defined in, the Senior Notes Documents requiring the making of an offer to
repurchase the outstanding Senior Notes, which offer will be effected no later
than 75 days after the consummation of the Engle Acquisition), and will not
result in, or require, the creation or imposition of any Lien on the property or
revenues of the Borrower or any of its Subsidiaries, other



                                      -49-
<PAGE>   56

than any Lien in favor of the Guaranteed Parties or the Administrative Agent on
behalf of the Guaranteed Parties.

                  7.6 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the best knowledge of the Borrower, is 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 or (b) which could, whether individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

                  7.7 No Default. Neither the Borrower nor any of its
Subsidiaries is in default under or with respect to any of its Obligations in
any respect which could reasonably be expected, whether individually or in the
aggregate, to have a Material Adverse Effect.

                  7.8 Ownership of Property; Liens. Each of the Borrower and its
Subsidiaries has good record and defeasible title in fee simple to, or a valid
leasehold interest in, all its real property, and good title to, or a valid
leasehold interest in, all its other property, and none of such property is
subject to any Liens other than any Permitted Lien.

                  7.9 Intellectual Property. The Borrower and each of its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure to own or license
which could not reasonably be expected, whether individually or in the
aggregate, to have a Material Adverse Effect (the "Intellectual Property"). 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, whether individually or in the aggregate, to have a Material Adverse
Effect.

                  7.10 No Burdensome Restrictions. Neither the Borrower nor any
of its Subsidiaries is a party to any indenture, loan or credit agreement,
mortgage, deed of trust, lease, instrument or other agreement or is subject to
any restriction in its Governing Documents or any other corporate or
organizational restrictions that could reasonably be expected, whether
individually or in the aggregate, to have a Material Adverse Effect.

                  7.11 Taxes. Each of the Borrower and its Subsidiaries has
filed or caused to be filed all 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); no tax Lien has
been filed, and, to the knowledge of the Borrower, no claim is being asserted,
with respect to any such tax, fee or other charge.

                  7.12 Federal Regulations. No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U of the Board
of Governors of the Federal Reserve System as now and from time to time
hereafter in effect, or for any purpose which violates, or which would be
inconsistent with, the provisions of the regulations of such Board of Governors.
If requested by any Lender or the Administrative Agent, the Borrower will
furnish to the Administrative Agent and each Lender a statement



                                      -50-
<PAGE>   57

to the foregoing effect in conformity with the requirements of FR Form G-3 or FR
Form U-1 referred to in said Regulation U.

                  7.13 ERISA. Neither a Reportable Event 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 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,
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 Plans) did not, as of the
last annual valuation date prior to the date on which this representation is
made or deemed made, exceed the value of the assets of such Plan allocable to
such accrued benefits. Neither the Borrower nor any Commonly Controlled Entity
has had a complete or partial withdrawal from any Multiemployer Plan, 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.

                  7.14 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 of Governors of the Federal
Reserve System) which limits its ability to incur Indebtedness.

                  7.15 Subsidiaries. Except as disclosed to the Administrative
Agent and the Lenders in writing from time to time after the date of this
Agreement, Schedule 7.15(a) sets forth the name of each direct or indirect
Subsidiary of the Borrower, its form of organization, its jurisdiction of
organization, the total number of issued and outstanding shares or other
interests of Capital Stock thereof, the classes and number of issued and
outstanding shares or other interests of Capital Stock of each such class, the
name of each holder of Capital Stock thereof and the number of shares or other
interests of such Capital Stock held by each such holder and the percentage of
all outstanding shares or other interests of such class of Capital Stock held by
such holders. Schedule 7.15(b) sets forth the name of each Significant
Subsidiary of the Borrower as of the date hereof. As of the date hereof, the
Significant Subsidiaries, together with the Borrower, represent at least 90% of
each of the total assets and the Consolidated Net Income of the Borrower and its
Subsidiaries.

                  7.16 Accuracy and Completeness of Information. Neither the
Information Memorandum nor any other information, exhibit or report furnished by
or on behalf of any Loan Party to the Administrative Agent, the Arranger or any
Lender in connection with any aspect of the Transactions or the negotiation and
syndication of the Loan Documents or pursuant to the terms of the Loan Documents
(other than any information, exhibit or report generated by the Administrative
Agent, the Arranger, any Lender, the administrative agent under the Acquisition
Bridge Facility Documents or any lender under the Acquisition Bridge Facility
Documents and relating to the terms of the Loan Documents or the Acquisition
Bridge Facility Documents or the structure of the financings contemplated hereby
or thereby) contains any untrue statement of a material fact or omitted to state
a material fact necessary to make the statements made therein, in light of the
circumstances in which any such statements were made, not misleading.

                  7.17 Labor Relations. No Loan Party is engaged in any unfair
labor practice which could reasonably be expected, whether individually or in
the aggregate, to have a Material Adverse Effect. There is (a) no unfair labor
practice compliant pending or, to the best knowledge of each Loan



                                      -51-
<PAGE>   58

Party and each of the Subsidiaries, threatened against a Loan Party before the
National Labor Relations Board which could reasonably be expected, whether
individually or in the aggregate, to have a Material Adverse Effect and no
grievance or arbitration proceeding arising out of or under a collective
bargaining agreement is so pending or threatened; (b) no strike, labor dispute,
slowdown or stoppage pending or, to the best knowledge of each Loan Party,
threatened against a Loan Party; and (c) to the best knowledge of each Loan
Party, no union representation question existing with respect to the employees
of a Loan Party and no union organizing activities are taking place with respect
to any thereof.

                  7.18 Insurance. Each Loan Party has, with respect to its
properties and business, insurance covering the risks, in the amounts, with the
deductible or other retention amounts, and with the carriers, listed on Schedule
7.18, which insurance meets the requirements of Section 9.4 as of the date
hereof and the Acquisition Closing Date.

                  7.19 Solvency. After giving effect to the consummation of the
refinancing of the Senior Notes and to the incurrence of all Indebtedness and
obligations being incurred on or prior to such date in connection herewith and
therewith and after giving effect to the making of each Loan and the issuance of
each Letter of Credit, (i) the amount of the "present fair saleable value" of
the assets of the Borrower and of the Borrower and its Subsidiaries, taken as a
whole, will, as of such date, exceed the amount of all "liabilities of the
Borrower and of the Borrower and its Subsidiaries, taken as a whole, contingent
or otherwise", as of such date, as such quoted terms are determined in
accordance with applicable federal and state laws governing determinations of
the insolvency of debtors, (ii) the present fair saleable value of the assets of
the Borrower and of the Borrower and its Subsidiaries, taken as a whole, will,
as of such date, be greater than the amount that will be required to pay the
liabilities of the Borrower and of the Borrower and its Subsidiaries, taken as a
whole, on their respective debts as such debts become absolute and matured,
(iii) neither the Borrower nor the Borrower and its Subsidiaries, taken as a
whole, will have, as of such date, an unreasonably small amount of capital with
which to conduct their respective businesses, and (iv) each of the Borrower and
the Borrower and its Subsidiaries, taken as a whole, will be able to pay their
respective debts as they mature. For purposes of this Section 7.19, "debt" means
"liability on a claim", "claim" means any (x) right to payment, whether or not
such a right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured
or unsecured, and (y) right to an equitable remedy for breach of performance if
such breach gives rise to a right to payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured or
unmatured, disputed, undisputed, secured or unsecured.

                  7.20 Purpose of Loans. The proceeds of the Term Loans shall be
used to refinance the Senior Notes and to pay fees and expenses incurred in
connection herewith. The proceeds of the Revolving Credit Loans shall be used
(a) on the Refinancing Closing Date, to refinance the Senior Notes, to refinance
other existing Indebtedness of the Borrower and its Subsidiaries and to pay fees
and expenses incurred in connection with the Transactions (including, without
limitation, the cost of extinguishing employee stock options of the Borrower),
and (b) thereafter, to finance the working capital requirements of the Borrower
and its subsidiaries in the ordinary course of business and for other general
corporate purposes).

                  7.21 Environmental Matters.

                  (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 material violation of, or (ii) could reasonably be
         expected to give rise to material liability under, any Environmental
         Law;



                                      -52-
<PAGE>   59

                  (b) the Properties and all operations at the Properties are in
         compliance, and have in the last three 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 materially interfere with the continued operation of the
         Properties or materially impair the fair saleable value thereof;

                  (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 material 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; and

                  (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 material liability under Environmental
         Laws.

                  SECTION 8. CONDITIONS PRECEDENT

                  8.1 Conditions to Initial Extension of Credit. The agreement
of each Lender to make the initial Loan requested to be made by it and the
agreement of the Issuing Lender to issue the initial Letter of Credit is subject
to the satisfaction, immediately prior to or concurrently with the making of
such Loan or issuance of such Letter of Credit, as the case may be, on the
Acquisition Closing Date (which date shall occur on or prior to February 28,
2001), of the conditions precedent set forth in Section 8.3 and of the following
conditions precedent:

                  (a) Loan Documents. The Administrative Agent shall have
         received:

                           (i) this Agreement, executed and delivered by a duly
                  authorized officer of the Borrower, with a counterpart for
                  each Lender;

                           (ii) for the account of each Term Loan Lender, a Term
                  Loan Note of the Borrower conforming to the requirements
                  hereof and executed by a duly authorized officer of the
                  Borrower;



                                      -53-
<PAGE>   60

                           (iii) for the account of each Revolving Credit
                  Lender, a Revolving Credit Note of the Borrower conforming to
                  the requirements hereof and executed by a duly authorized
                  officer of the Borrower;

                           (iv) for the account of the Swing Line Lender, a
                  Swing Line Note of the Borrower conforming to the requirements
                  hereof and executed by a duly authorized officer of the
                  Borrower;

                           (v) the Guarantee, executed and delivered by a duly
                  authorized officer of the Parent and each Subsidiary of the
                  Borrower (other than Universal Land Title of Virginia LLC,
                  McKay Landing LLC, Engle/James LLC and Engle Home Reinsurance
                  Limited), with a counterpart or a conformed copy for each
                  Lender; and

                           (vi) the Intercreditor Agreement, executed and
                  delivered by a duly authorized officer of the Administrative
                  Agent, the Lenders, the administrative agent under the
                  Acquisition Bridge Facility Documents and the lenders under
                  the Acquisition Bridge Facility Documents.

                  (b) Engle Acquisition and Merger. The Administrative Agent
         shall have received true and complete copies of all Engle Acquisition
         Documents, in each case in the form delivered to the Lenders prior to
         the date of this Agreement or with only such amendments, supplements
         and modifications thereto as shall be reasonably acceptable to the
         Required Lenders. The Engle Acquisition and the Merger shall have been
         consummated in accordance with the terms of the Engle Acquisition
         Documents and all applicable Requirements of Law and the Administrative
         Agent shall have received evidence reasonably satisfactory to it to
         that effect, including, without limitation, evidence of the completion
         of the tender offer for the shares of Capital Stock of the Borrower and
         the effectiveness of the Merger.

                  (c) Acquisition Bridge Loans. The Administrative Agent shall
         have received true and complete copies of all Acquisition Bridge
         Facility Documents, in each case in the form delivered to the Lenders
         prior to the date of this Agreement or with only such amendments,
         supplements and modifications thereto as shall be reasonably acceptable
         to the Required Lenders. Each of the Acquisition Bridge Facility
         Documents shall have been duly executed and delivered by each of the
         Persons intended to be a party thereto, and TO USA shall have received
         the proceeds of the Acquisition Bridge Loans in an aggregate principal
         amount of not less than $135,000,000 and shall have distributed such
         proceeds to Acquisition Corp., through the Parent, in connection with
         the Engle Acquisition.

                  (d) Equity Contribution. TO USA shall have received the
         proceeds of the Equity Contribution in an aggregate amount of not less
         than $80,000,000 and shall have distributed such proceeds to
         Acquisition Corp., through the Parent, in connection with the Engle
         Acquisition.

                  (e) Refinancing. The Administrative Agent shall have received
         true and complete copies of all Senior Note Documents and all
         documentation for all other Indebtedness of the Borrower and its
         Subsidiaries listed on Schedule 10.2, in each case in the form
         delivered to the Lenders prior to the date of this Agreement or with
         only such amendments, supplements and modifications thereto as shall be
         reasonably acceptable to the Required Lenders. All Indebtedness of the
         Borrower (other than the Indebtedness listed on Schedule 10.2) existing
         as of the date hereof shall have been or shall concurrently with the
         funding of the initial Loans or issuance of the initial Letters of
         Credit be repaid in full, all documents relating thereto and
         obligations thereunder shall have been or shall be terminated and any
         Liens existing in respect



                                      -54-
<PAGE>   61

         thereof shall be released pursuant to documentation in form and
         substance satisfactory to the Administrative Agent.

                  (f) Corporate Proceedings of the Loan Parties. The
         Administrative Agent shall have received, with a counterpart for each
         Lender, copies of the resolutions, in form and substance reasonably
         satisfactory to the Administrative Agent, of the Board of Directors of
         each Loan Party (other than any Subsidiary which is not a Significant
         Subsidiary) authorizing (i) the execution, delivery and performance of
         this Agreement and the other Loan Documents to which it is a party and
         (ii) the borrowings contemplated hereunder, certified by the Secretary
         or an Assistant Secretary of such Loan Party as of the Acquisition
         Closing Date, which certificate shall be substantially in the form of
         Exhibit E and otherwise in form and substance reasonably satisfactory
         to the Administrative Agent and shall state that the resolutions
         thereby certified have not been amended, modified, revoked or
         rescinded.

                  (g) Incumbency Certificates. The Administrative Agent shall
         have received, with a counterpart for each Lender, a certificate of
         each Loan Party (other than any Subsidiary of the Borrower which is not
         a Significant Subsidiary), which certificate shall be substantially in
         the form of Exhibit E and otherwise in form and substance reasonably
         satisfactory to the Administrative Agent, dated the Acquisition Closing
         Date, as to the incumbency and signature of the officers of such Loan
         Party executing any Loan Document, executed by the President or any
         Vice President and the Secretary or any Assistant Secretary of such
         Loan Party.

                  (h) Corporate Documents. The Administrative Agent shall have
         received, with a counterpart for each Lender, true and complete copies
         of the certificate of incorporation and by-laws, or equivalent
         Governing Documents, of each Loan Party (other than any Subsidiary of
         the Borrower which is not a Significant Subsidiary), certified as of
         the Acquisition Closing Date as complete and correct copies thereof by
         the Secretary or an Assistant Secretary of such Loan Party, which
         certificate shall be substantially in the form of Exhibit E and
         otherwise in form and substance reasonably satisfactory to the
         Administrative Agent. No Governing Document of any Loan Party has been
         modified since the date of the applicable resolutions referred to in
         Section 8.1(f).

                  (i) Good Standing Certificates. The Administrative Agent shall
         have received, with a copy for each Lender, certificates dated as of a
         recent date from the Secretary of State or other appropriate authority,
         evidencing the good standing of each Loan Party (other than any
         Subsidiary of the Borrower which is not a Significant Subsidiary) (i)
         in the jurisdiction of its organization and (ii) in each other
         jurisdiction where its ownership, lease or operation of property or the
         conduct of its business requires it to qualify as a foreign Person
         except, as to this subclause (ii), where the failure to so qualify
         could not reasonably be expected, whether individually or in the
         aggregate, to have a Material Adverse Effect.

                  (j) Consents, Licenses and Approvals. The Administrative Agent
         shall have received, with a counterpart for each Lender, a certificate
         of a Responsible Officer of the Borrower (i) attaching copies of all
         consents, authorizations and filings referred to in Section 7.4, and
         (ii) stating that such consents, licenses and filings are in full force
         and effect, and each such consent, authorization and filing shall be in
         form and substance satisfactory to the Administrative Agent.

                  (k) Fees. The Administrative Agent shall have received the
         fees to be received on the Acquisition Closing Date.



                                      -55-
<PAGE>   62

                  (l) Legal Opinions. The Administrative Agent shall have
         received, with a counterpart for each Lender, the following executed
         legal opinions:

                           (i) the executed legal opinion of Vinson & Elkins
                  LLP, counsel to the Loan Parties, substantially in the form of
                  Exhibit F-1;

                           (ii) the executed legal opinion of Greenberg Traurig,
                  special counsel to the Loan Parties with respect to Florida,
                  substantially in the form of Exhibit F-2;

                           (iii) the executed legal opinion of Holland & Knight,
                  special counsel to the Loan Parties with respect to the
                  Merger, substantially in the form of Exhibit F-3; and

                           (iv) the executed legal opinion of Vinson & Elkins
                  LLP, special counsel to the Loan Parties with respect to
                  bankruptcy matters relating to the non-consolidation of TO USA
                  and the Parent in the event of a bankruptcy or insolvency
                  proceeding, substantially in the form of Exhibit F-4;

         Each such legal opinion shall cover such other matters incident to the
         transactions contemplated by this Agreement as the Administrative Agent
         may reasonably require.

                  (m) Lien Searches. The Administrative Agent shall have
         received the results of a recent search by a Person satisfactory to the
         Administrative Agent, of the Uniform Commercial Code, judgment and tax
         lien filings which may have been filed with respect to personal
         property of each Loan Party (other than any Subsidiary of the Borrower
         which is not a Significant Subsidiary), and the results of such search
         shall be satisfactory to the Administrative Agent.

                  (n) Insurance. The Administrative Agent shall have received
         evidence in form and substance reasonably satisfactory to it that all
         of the requirements of Section 9.4 hereof shall have been satisfied.

                  (o) Management Employment Agreements. The Administrative Agent
         shall have received true and complete copies of all employment
         agreements relating to senior management of the Loan Parties, in each
         case in the form delivered to the Lenders prior to the date of this
         Agreement or with only such amendments, supplements and modifications
         thereto as shall be reasonably acceptable to the Required Lenders.

                  (p) Tax Sharing Agreement. The Administrative Agent shall be
         reasonably satisfied with all tax sharing arrangements relating to the
         Loan Parties, TO USA and any other Subsidiary of TO USA.

                  (q) L/C Cash Collateral Account. The Borrower shall have
         established the L/C Cash Collateral Account with the Administrative
         Agent and all actions necessary or advisable in the reasonable
         judgement of the Administrative Agent in order to perfect its security
         interest therein shall have been completed to the reasonable
         satisfaction of the Administrative Agent.

                  (r) No Material Adverse Effect. Since October 31, 2000, there
         has been no development or event which has had or could reasonably be
         expected to have a Material Adverse Effect; provided, that, for
         purposes of this condition, a Material Adverse Effect shall not be
         deemed to have occurred solely as a result of (i) changes in GAAP, (ii)
         the proposal, passage or implementation of any legislation adopting
         growth initiatives in the home building industry in



                                      -56-
<PAGE>   63

         one or more jurisdictions within the United States or (iii) changes in
         general economic conditions (including, without limitation, changes in
         interest rates).

                  8.2 Conditions to Loans on the Refinancing Closing Date. The
agreement of each Term Loan Lender to make the Term Loans requested to be made
by it and the agreement of each Revolving Credit Lender to make the Revolving
Credit Loans requested to be made by it in connection with the refinancing of
the Senior Notes is subject to the satisfaction, immediately prior to or
concurrently with the making of such Loan on the Refinancing Closing Date, of
the conditions precedent set forth in Sections 8.1 and 8.3 and of the following
conditions precedent:

                  (a) Refinancing. All or such portion of the Senior Notes as
         have been submitted for the repurchase by the holders thereof in
         accordance with the Senior Notes Documents shall immediately upon the
         funding of the Term Loans and the Revolving Credit Loans to be made on
         the Refinancing Closing Date, be repaid in full.

                  (b) Consents, Licenses and Approvals. The Administrative Agent
         shall have received, with a counterpart for each Lender, a certificate
         of a Responsible Officer of the Borrower (i) attaching copies of all
         consents, authorizations and filings required in order to consummate
         the refinancing of such Senior Notes and (ii) stating that such
         consents, licenses and filings are in full force and effect, and each
         such consent, authorization and filing shall be in form and substance
         satisfactory to the Administrative Agent.

                  8.3 Conditions to Each Extension of Credit. The agreement of
each Lender to make any Loan requested to be made by it on any date (including,
without limitation, its initial Loan and the Loans to be made on the Refinancing
Closing Date), the agreement of the Issuing Lender to issue any Letter of Credit
(including, without limitation, the initial issuance of a Letter of Credit) and
the agreement of each Revolving Credit Lender to agree to a Commitment Increase
is subject to the satisfaction of the following conditions precedent:

                  (a) Representations and Warranties. Each of the
         representations and warranties made by the Borrower and the other Loan
         Parties in or pursuant to the Loan Documents (other than Section 7.2,
         solely in the case of the initial extension of credit hereunder) shall
         be true and correct in all material respects on and as of such date,
         before and after giving effect to the extensions of credit to be made
         on such date and to the application of the proceeds therefrom, as
         though made on and as of such date (except for any such representations
         or warranties that, by their terms, refer to a specific date other than
         the date of such extensions of credit, in which case as of such
         specific date).

                  (b) No Default. No Default or Event of Default shall have
         occurred and be continuing on such date or shall result from the
         extensions of credit to be made on such date or from the application of
         the proceeds therefrom.

                  (c) Borrowing Base. After giving effect to all Loans and
         Letters of Credit requested to be made on such date, the Borrowing Base
         at such time (as reflected on the Borrowing Base Certificate most
         recently delivered to the Administrative Agent) shall be greater than
         or equal to Consolidated Total Indebtedness at such time.

                  (d) Additional Matters. The Administrative Agent shall have
         received such other approvals, opinions, documents and information as
         the Administrative Agent or any relevant Lender though the
         Administrative Agent shall reasonably request.



                                      -57-
<PAGE>   64

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date thereof that the conditions contained in
this Section 8.3 have been satisfied.

                  8.4 Determinations Under Sections 8.1 and 8.2. For purposes of
determining compliance with the conditions specified in Sections 8.1 and 8.2,
each Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or be acceptable or satisfactory to the Lenders unless an
officer of the Administrative Agent responsible for the transactions
contemplated by the Loan Documents shall have received notice from such Lender
prior to the Acquisition Closing Date or the Refinancing Closing Date, as the
case may be, specifying its objection thereto and, if the extensions of credit
to be made on each such date consists of making Loans, such Lender shall not
have made available to the Administrative Agent such Lender's Pro Rata Share of
such Loans.

                  SECTION 9. AFFIRMATIVE COVENANTS

                  The Borrower hereby agrees that, so long as any of the
Commitments remain in effect or any amount is owing to any Lender or the
Administrative Agent hereunder or under any other Loan Document, the Borrower
shall and (except in the case of delivery of financial information, reports and
notices) shall cause each of its Subsidiaries and (in the case of Section 9.11,
each of the other Loan Parties) to:

                  9.1 Financial Statements and Related Information. Furnish to
the Administrative Agent and each Lender:

                  (a) as soon as available and in any event within 90 days after
         the end of each fiscal year of the Borrower, a copy of the annual audit
         report for such fiscal year for the Borrower and its Subsidiaries,
         including therein the consolidated balance sheet of the Borrower and
         its Subsidiaries as at the end of such year and the related
         consolidated statements of income, retained earnings and cash flows of
         the Borrower and its Subsidiaries for such fiscal year, setting forth
         in each case in comparative form the corresponding figures for the
         previous fiscal year of the Borrower, accompanied by an unqualified
         opinion or an opinion otherwise reasonably acceptable to the Required
         Lenders of BDO Siedman or other independent certified public
         accountants of nationally recognized standing;

                  (b) as soon as available and in any event not later than 45
         days after the end of each of the first three fiscal quarters of each
         fiscal year of the Borrower, the unaudited consolidated balance sheet
         of the Borrower and its Subsidiaries as at the end of such fiscal
         quarter and the related unaudited consolidated statements of income,
         retained earnings and cash flows of the Borrower and its Subsidiaries
         for such fiscal quarter and the period commencing at the end of the
         previous fiscal year of the Borrower and ending with the end of such
         fiscal quarter, setting forth in each case in comparative form the
         corresponding figures for the corresponding period in the immediately
         preceding fiscal year;

                  (c) concurrently with the delivery of the financial statements
         referred to in clauses (a) and (b) of this Section 9.1, a certificate
         of a Responsible Officer (i) stating that the consolidated financial
         statements of the Borrower and its Subsidiaries delivered with such
         certificate (A) fairly present in all material respects the
         consolidated financial condition of the Borrower and its Subsidiaries
         as of the last day of the applicable fiscal quarter or fiscal year, as
         the case may be, and the consolidated results of operations and cash
         flow of the Borrower and its Subsidiaries for the applicable fiscal
         quarter or fiscal year, and (B) subject, in the case of financial
         statements delivered pursuant to Section 9.1(b), to the requirements
         for footnotes and normal end of year



                                      -58-
<PAGE>   65

         audit adjustments, have been prepared in accordance with GAAP (or a
         reconciliation statement has been delivered together therewith
         conforming such consolidated financial statements to GAAP), (ii) no
         Default or Event of Default has occurred and is continuing or, if a
         Default or Event of Default has occurred and is continuing, a statement
         as to the nature thereof, the period of time such Default or Event of
         Default has existed and been continuing and the action that the
         Borrower has taken and/or proposes to take with respect thereto, (iii)
         setting forth a schedule of the computations used by the Borrower in
         determining compliance with the covenants contained in Section 10.1,
         10.4(f), 10.6(c), 10.6(d), 10.7(d) and 10.7(h) and demonstrating the
         pro forma availability under Section 10.6(c) and 10.6(d) and (iv)
         comparing actual financial results to projected performance for such
         period, with a detailed discussion of any variances;

                  (d) as soon as available and in any event within 15 days
         following the end of each calendar month, a Borrowing Base Certificate
         showing the Borrowing Base as of the last day of such month, certified
         as complete and correct by a Responsible Officer;

                  (e) as soon as available and in any event not later than 30
         days prior to July 1 and January 1 of each year, projections prepared
         by management of the Borrower of the consolidated balance sheets and
         consolidated statements of income, retained earnings and cash flows of
         the Borrower and its Subsidiaries on a quarterly basis for the next
         12-month period, such projections to be prepared in good faith on the
         basis of the assumptions stated therein, which assumptions were fair in
         light of the conditions existing at the time of delivery of such
         forecasts, and represent, at the time of delivery, the Borrower's best
         estimate of its future financial performance;

                  (f) as soon as available and in any event not later than the
         first day of each calendar quarter, (i) a summary, in form and
         substance reasonably satisfactory to the Administrative Agent, as to
         the Borrower and its Subsidiaries which are Loan Parties, of all
         construction in progress, land development activity and operations of
         all residential projects owned, wherever located, (ii) a land inventory
         analysis report, in form and substance reasonably satisfactory to the
         Administrative Agent, showing, as to the Borrower and each of its
         Subsidiaries which is a Loan Party, inventory of sold but unclosed
         Housing Units together with a schedule indicating (1) project name, (2)
         location, (3) number of lots/units, (4) closed lots/units, (5)
         remaining lots/units, (6) lots/units completed or under construction
         (segregated by sold, spec and model lots/units), (7) lots/units sold
         but not started, (8) lots/units under contract and (9) lots/units not
         sold and not under construction and (iii) a report of quarterly sales,
         on a homebuilding divisional basis, in form and substance reasonably
         satisfactory to the Administrative Agent;

                  (g) promptly upon receipt thereof, copies of all "management
         letters" submitted to the Parent or any of its Subsidiaries by any
         independent public accountants of the Parent or any of its Subsidiaries
         in connection with each annual audit of its financial statements made
         by such accountants;

                  (h) promptly and in any event within five Business Days after
         the sending or filing thereof, copies of all proxy statements,
         financial statements, change reports and other reports that the Parent
         or any of its Subsidiaries sends to its stockholders, partners or
         members (or equivalent persons thereto), and copies of all regular,
         periodic and special reports and information forms, and all
         registration statements, prospectuses and information memoranda, that
         the Parent or any of its Subsidiaries files with the Securities and
         Exchange Commission or any Governmental Authority that may be
         substituted therefor, or with any national or international securities
         exchange, and copies of all private placement or offering memoranda
         pursuant to which securities of the Parent or any of its Subsidiaries
         that are exempt from registration under the Securities Act are proposed
         to be issued and sold;



                                      -59-
<PAGE>   66

                  (i) promptly and in any event within three Business Days after
         the furnishing or receipt thereof, copies of any statement or report
         furnished to or received from any other holder of the securities of the
         Parent or any of its Subsidiaries pursuant to the terms of any
         indenture, loan or credit agreement, receivables purchase agreement or
         similar agreement of the Parent or any of its Subsidiaries with amounts
         outstanding or having commitments to extend credit in an aggregate
         principal amount of at least $1,000,000 (including, without limitation,
         any amendments, waivers or consents given or requested in respect
         thereof and any notices of default, acceleration or redemption
         delivered thereunder) and not otherwise required to be furnished to the
         Administrative Agent and the Lenders pursuant to any other clause of
         this Section 9;

                  (j) during the month of November in each calendar year, a
         report of a reputable insurance broker summarizing the insurance
         coverage in effect for the Parent and each of its Subsidiaries,
         specifying therein the type, carrier, amount, deductibles and
         co-insurance requirements and expiration dates thereof and containing
         such additional information as any of the Lenders, through the
         Administrative Agent, may reasonably request; and

                  (k) promptly, such additional financial and other information
         respecting the Parent or any of its Subsidiaries as any Lender through
         the Administrative Agent may from time to time reasonably request.

                  9.2 Compliance with Laws, Etc.

                  (a) Comply, in all material respects, with all applicable
         Requirements of Law, such compliance to include, without limitation,
         compliance with ERISA.

                  (b) Without limitation of clause (a) of this Section 9.2, (i)
         comply (and require all lessees and other Persons operating or
         occupying any of its properties to comply, in all material respects,
         with all of the applicable Environmental Laws and the Environmental
         Permits applicable to such Person or its operations or properties; (ii)
         obtain and renew all of the Environmental Permits necessary for the
         ownership or operation of their respective properties or the conduct of
         their respective businesses as now conducted and as proposed to be
         conducted; and (iii) conduct any investigation, study, sampling or
         testing, and undertake any cleanup, removal, remedial or other action,
         necessary to remove and clean up all of the Materials of Environmental
         Concern from any of its properties in accordance with the requirements
         of all applicable Environmental Laws, except, in the case of clause
         (ii) or (iii) of this Section 9.2(b), where the failure to obtain or
         renew any such Environmental Permit, to conduct any such investigation,
         study, sampling or testing or to undertake any such cleanup, removal,
         remedial or other action, either individually or in the aggregate,
         could not reasonably be expected (A) whether individually or in the
         aggregate, to have a Material Adverse Effect or (B) to subject the
         Borrower or any of its Subsidiaries to any criminal penalty or
         liability or to subject the Administrative Agent or any of the Lenders
         to any criminal penalty or liability or (except for nonmaterial fines
         for which the Administrative Agent or such Lender is fully indemnified
         under Section 13.5) any civil penalty or liability; provided, however,
         that neither the Borrower nor any of its Subsidiaries shall be required
         to undertake any such cleanup, removal, remedial or other action
         otherwise required under this Section 9.2(b) to the extent that the
         amount, applicability or validity thereof is being contested in good
         faith and by proper proceedings diligently conducted and appropriate
         and adequate reserves are being maintained by the Borrower or its
         applicable Subsidiary with respect to such circumstances in accordance
         with GAAP.

                  9.3 Payment of Taxes, Etc. Pay and discharge to the extent due
and payable and before the same shall become delinquent, (i) all federal, state
and other material taxes, assessments,



                                      -60-
<PAGE>   67

reassessments, levies and other governmental charges imposed upon it or upon its
property, assets, income or franchises and (ii) all lawful claims that, if
unpaid, might by law become a Lien upon its property and assets or any part
thereof, provided, however, that neither the Borrower nor any of its
Subsidiaries shall be required to pay or discharge any such tax, assessment,
reassessment, levy, charge or claim the amount, applicability or validity of
which is being contested in good faith and by proper proceedings diligently
conducted and as to which appropriate and adequate reserves are being maintained
by the Borrower or its applicable Subsidiary in accordance with GAAP, unless and
until any Lien resulting therefrom attaches to its property and assets and
becomes enforceable against its other creditors.

                  9.4 Maintenance of Insurance. Maintain insurance for their
respective properties, assets and businesses (i) with insurance companies or
associations that have, or that have directly reinsured such insurance with
insurance companies or associations that have, an A.M. Best Company claims
paying ability rating of at least "A-/IX" (or the then equivalent rating) and
(ii) of such types (including, without limitation, insurance against theft and
fraud and against loss or damage by fire, flood, explosion or hazard of or to
property and general public liability insurance), in such amounts and with such
deductibles, covering such casualties and contingencies and otherwise on such
terms as are at least as favorable as those usually carried by companies of
established reputations engaged in similar businesses and owning similar
properties and assets in the same general areas in which the Borrower or its
applicable Subsidiary operates or as may otherwise be required by applicable
Requirements of Law.

                  9.5 Preservation of Corporate Existence, Etc. Preserve and
maintain its existence, legal structure, organization, rights (statutory and
pursuant to its Governing Documents), permits, licenses, approvals, privileges
and franchises; provided, however, that the Borrower and its Subsidiaries (a)
may consummate any merger or consolidation otherwise expressly permitted under
Section 10.4 and (b) may amend, supplement or otherwise modify their rights
under their respective Governing Documents to the extent otherwise expressly
permitted under Section 10.14; and provided, further, however, that neither the
Borrower nor any of its Subsidiaries shall be required to preserve any permit,
license, approval, privilege or franchise if the board of directors (or the
persons performing similar functions) of the Borrower or such Subsidiary shall
determine in good faith that the preservation thereof is no longer desirable in
the conduct of the business of the Borrower or such Subsidiary, as the case may
be, and that the loss thereof is not disadvantageous in any material respect to
the Borrower, such Subsidiary or the Lenders or, solely in the case of any such
permit, license or qualification to do business as a foreign corporation,
limited partnership or limited liability company in any jurisdiction, that the
loss thereof, either individually or in the aggregate, could not reasonably be
expected, whether individually or in the aggregate, to have a Material Adverse
Effect.

                  9.6 Visitation Rights. At any reasonable time during normal
business hours and upon reasonable notice and from time to time, permit the
Administrative Agent or any of the Lenders, or any agents or representatives
thereof (so long as such agents or representatives are or agree to be bound by
the provisions of Section 13.14, to examine and make copies of and abstracts
from the records and books of account of, and to visit the properties of, the
Borrower and its Subsidiaries and to discuss the affairs, finances and accounts
of the Borrower and/or any of its Subsidiaries with any of their officers or
directors and with their independent public accountants (and, in furtherance
thereof, the Borrower shall deliver to any independent public accountants
engaged by the Borrower or any of its Subsidiaries alter the date of this
Agreement a letter from the Borrower, on behalf of itself and its Subsidiaries,
advising such accountants that the Administrative Agent, on behalf of the
Lenders, has been authorized to exercise all rights of the Borrower to require
such accountants to disclose any and all financial statements and any other
information relating to the financial condition, operations or performance of
the Borrower or any of its Subsidiaries that they may have and directing such
accountants to comply with any reasonable request of the Administrative Agent
for such information).



                                      -61-
<PAGE>   68

                  9.7 Keeping of Books. Keep proper books of record and account
in which accurate entries shall be made of all of the financial transactions and
the property, assets and businesses of the Borrower and each of its Subsidiaries
(including, without limitation, the establishment and maintenance of adequate
and appropriate reserves) in accordance with GAAP and all applicable
Requirements of Law.

                  9.8 Maintenance of Properties, Etc. (i) Maintain and preserve
all of its material properties that, either individually or in the aggregate,
are necessary in the conduct of its business in good working order and
condition, ordinary wear and tear and casualty and condemnation excepted, and
(ii) make, from time to time, all repairs, renewals, additions, replacements,
betterments and improvements of such properties that are reasonably necessary in
order to permit the business and activities carried on in connection therewith
to be properly conducted at all times.

                  9.9 Notices. Deliver to the Administrative Agent and each
Lender:

                  (a) as soon as possible and in any event within three Business
         Days after the occurrence of each Default or any event, development or
         occurrence that, either individually or in the aggregate, could
         reasonably be expected, whether individually or in the aggregate, to
         have a Material Adverse Effect continuing on the date of such
         statement;

                  (b) promptly and in any event within five Business Days after
         receipt thereof, notice of any actual, pending or threatened
         suspension, termination or revocation of any of the Governmental
         Authorizations of the Parent or any of its Subsidiaries that is
         necessary to own or lease and operate their respective property and
         assets and to conduct their respective businesses as now conducted and
         as proposed to be conducted, or any enjoinment, barring or suspension
         of the ability of the Parent or any such Subsidiary to conduct any of
         its businesses in the ordinary course.

                  (c) promptly and in any event within five Business Days after
         knowledge of the commencement thereof, notice of all actions, suits,
         investigations, litigation, arbitrations and proceedings against or
         affecting the Parent or any of its Subsidiaries or any of the property
         or assets thereof in any court or before any arbitrator or by or before
         any Governmental Authority of any kind (i) that, either individually or
         in the aggregate, could reasonably be expected, whether individually or
         in the aggregate, to have a Material Adverse Effect or (ii) that could
         reasonably be expected to adversely affect the legality, validity,
         binding effect or enforceability of any aspect of the Transaction, any
         of the Loan Documents or any of the other transactions contemplated
         thereby (and, in each case, upon the reasonable request of the
         Administrative Agent, any other information available to the Parent or
         any of its Subsidiaries with respect to any of the foregoing that would
         enable the Administrative Agent and the Lenders to more fully evaluate
         such action, suit, investigation. litigation, arbitration or
         proceeding, unless the Parent or the applicable Subsidiary is precluded
         from disclosing any such report or statement pursuant to a
         confidentiality agreement with the applicable Governmental Authority);

                  (d) as soon as possible and in any event within 30 days after
         the Borrower knows or has reason to know thereof, notice of (i) the
         occurrence or expected 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 terminating, Reorganization or Insolvency of,
         any Plan;



                                      -62-
<PAGE>   69

                  (e) within ten Business Days after receipt thereof, copies of
         all Revenue Agent Reports (Internal Revenue Service form 886) or other
         written proposals of the Internal Revenue Service that propose,
         determine or otherwise set forth adjustments (whether positive or
         negative) to the United States federal income tax liability of the
         affiliated group (within the meaning of Section 1504(a)(l) of the Code)
         of which the Borrower is a member aggregating $500,000 or more; (ii)
         promptly and in any event within five Business Days after the due date
         (after giving effect to all applicable extensions) for filing the final
         federal income tax return in respect of each taxable year of the
         Borrower, a certificate of the Borrower, duly executed by a Responsible
         Officer thereof, stating that the common parent of the affiliated group
         (within the meaning of Section 1504(a)(l) of the Code) of which the
         Borrower is a member has paid to the Internal Revenue Service or other
         relevant taxation authority the full amount that such affiliated group
         is required to pay in respect of United States federal income taxes for
         such taxable year (other than any portion of such amount which is being
         contested in good faith and by proper proceedings diligently conducted
         and as to which appropriate and adequate reserves are being maintained
         in accordance with GAAP) and that the Parent and each of its
         Subsidiaries have received any amount payable to them, and have not
         paid amounts in respect of taxes (federal, state, local or foreign) in
         excess of the amount the Parent or such Subsidiary is required to pay,
         under the established tax sharing arrangements of the Parent and its
         Affiliates in respect of such taxable year; and (iii) promptly and in
         any event within ten Business Days after receipt thereof, copies of the
         determination of any request for a ruling or determination letter from
         the Internal Revenue Service or any other taxation authority or
         Governmental Authority regarding the actual or asserted tax liability
         or deficiency of the Parent or any of its Subsidiaries.

                  (f) promptly and in any event within five Business Days after
         the assertion or occurrence thereof:

                           (i) notice of any condition or occurrence on or
                  arising from any property owned or operated by the Borrower or
                  any of its Subsidiaries that resulted or is alleged to have
                  resulted in noncompliance in any material respect by the
                  Borrower or such Subsidiary with any applicable Environmental
                  Law or Environmental Permit;

                           (ii) any condition or occurrence on any property
                  owned or operated by the Borrower or any of its Subsidiaries
                  that could reasonably be expected to cause such property to be
                  subject to any material restrictions on the ownership,
                  occupancy or use thereof or on the transferability of such
                  property by the Borrower or its applicable Subsidiary under
                  any Environmental Law; and

                           (iii) the taking of any removal or remedial action
                  involving material costs or liabilities in response to the
                  actual or alleged presence of any Hazardous Material on any
                  property owned or operated by the Borrower or any of its
                  Subsidiaries as required by any Environmental Law, any
                  Environmental Permit or any Governmental Authority.

                  Each notice pursuant to this Section 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 has taken and proposes
to take with respect thereto.

                  9.10 Interest Rate Hedge Agreements. As soon as practicable
and in any event not later than 60 days after the Acquisition Closing Date,
implement interest rate hedging policies and practices reasonably satisfactory
to the Administrative Agent and, thereafter, maintain compliance with such
policies and practices.



                                      -63-
<PAGE>   70

                  9.11 Covenant to Give Security. Promptly following the earlier
of (i) any Default under Section 11(a) or Section 11(f) or any Event of Default
or (ii) the occurrence and continuance of any "Default" or "Event of Default"
(as defined in the Acquisition Bridge Facility Documents), but only so long as
(x) all Senior Notes shall have been repaid in full at such time and (y) TO USA
shall have any Indebtedness outstanding:

                  (a) execute and deliver to the Administrative Agent for the
         benefit of the Guaranteed Parties, such security agreements, pledge
         agreements, mortgages, deeds of trust or other similar agreements (the
         "Requested Collateral Documents") as the Administrative Agent or the
         Required Lenders through the Administrative Agent shall reasonably
         request in order to create and perfect a valid, first priority (subject
         to Liens expressly permitted under Section 10.3), lien on and security
         interest in the assets and property of the Loan Parties designated by
         the Administrative Agent or the Required Lenders through the
         Administrative Agent, in each case in form and substance reasonably
         satisfactory to the Administrative Agent and the Required Lenders;

                  (b) deliver to the Administrative Agent all stock
         certificates, and other instruments evidencing certificated securities
         and make all filings and take all other actions reasonably requested by
         the Administrative Agent or the Required Lenders through the
         Administrative Agent in order to perfect the lien and security interest
         created under the Requested Collateral Documents;

                  (c) deliver to the Administrative Agent and the Lenders such
         other corporate documents, certificates and legal opinions as the
         Administrative Agent or the Required Lenders through the Administrative
         Agent shall reasonably request;

                  (d) deliver to the Administrative Agent all due diligence
         documentation and other information relating to the collateral covered
         by the Requested Collateral Documents as is reasonably requested by the
         Administrative Agent or the Required Lenders through the Administrative
         Agent, including, without limitation, title insurance policies,
         surveys, engineering reports, environmental reports, lien searches,
         certificates of occupancy or other permits required by applicable
         Requirements of Law; and

                  (e) at any time and from time to time, execute and deliver to
         the Administrative Agent any and all further instruments and documents
         and take all other actions as the Administrative Agent or the Required
         Lenders through the Administrative Agent may reasonably deem necessary
         or desirable in order to obtain the full benefits of, or to perfect and
         preserve the liens and security interest created under such Requested
         Collateral Documents.

                  SECTION 10. NEGATIVE COVENANTS

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

                  10.1 Financial Condition Covenants and Inventory Composition
Covenants.

                  (a) Maintenance of Consolidated Tangible Net Worth. Permit
         Consolidated Tangible Net Worth at any time to be less than the sum of
         (i) $147,600,000 plus (ii) an amount equal to 50% of Consolidated Net
         Income for each fiscal quarter of the Borrower ending after the date
         hereof other than any fiscal quarter of the Borrower for which
         Consolidated Net Income for such fiscal quarter is less than zero plus
         (iii) 90% of the Net Proceeds of any issuance of Capital Stock



                                      -64-
<PAGE>   71

         by the Borrower or any of its Subsidiaries to any Person other than the
         Borrower or any of its wholly-owned Subsidiaries.

                  (b) Leverage Ratio. Permit the Leverage Ratio at any time to
         be greater than 2.50 to 1.00.

                  (c) Fixed Charge Coverage Ratio. Permit as of the last day of
         any Measurement Period the ratio of (i) Consolidated EBITDA for such
         period to (ii) Consolidated Fixed Charges for such period to be less
         than 2.00 to 1.00.

                  (d) Unsold Land Ratio. Permit at any time the ratio of (i) the
         aggregate Actual Costs of all Unsold Land at such time to (ii)
         Consolidated Tangible Net Worth at such time to be greater than 1.50 to
         1.00.

                  (e) Raw Land Ratio. Permit at any time the ratio of (i) the
         aggregate Actual Costs of all Raw Land at such time to (ii)
         Consolidated Tangible Net Worth at such time to be greater than 0.20 to
         1.00.

                  (f) Maximum Number of Model Homes. Permit the aggregate number
         of Model Homes owned by the Borrower and its Subsidiaries at any time
         to exceed 10% of the aggregate number of Housing Units sold by the
         Borrower and its Subsidiaries during the most recently ended
         Measurement Period.

                  (g) Maximum Number of Spec Homes. Permit the aggregate number
         of Spec Homes owned by the Borrower and its Subsidiaries at any time to
         exceed 25% of the aggregate number of Housing Units sold by the
         Borrower and its Subsidiaries during the most recently ended
         Measurement Period.

                  10.2 Limitation on Indebtedness. Create, incur, assume or
suffer to exist any Indebtedness, except:

                  (a) Indebtedness of the Loan Parties under the Loan Documents;

                  (b) Indebtedness of any Loan Party (other than the Parent) to
         any other Loan Party (other than the Parent); provided, that all such
         Indebtedness owing to the Borrower shall be subordinated to the
         Obligations of the Borrower under and in respect of the Loan Documents
         on the terms set forth in Exhibit G;

                  (c) Indebtedness of the Borrower and any of its Subsidiaries
         secured by Liens expressly permitted under Section 10.3(d) in an
         aggregate principal amount, when aggregated with the aggregate
         principal amount of all Indebtedness incurred under Section 10.2(d),
         not to exceed $25,000,000 at any time outstanding;

                  (d) Financing Leases that, when aggregated with the aggregate
         principal amount of all Indebtedness incurred under Section 10.2(c), do
         not exceed $25,000,000 at any time outstanding;

                  (e) Indebtedness of the Borrower and its Subsidiaries
         outstanding on the date hereof and listed on Schedule 10.2;

                  (f) Indebtedness of the Borrower in respect of interest rate
         Hedge Agreements entered into from time to time after the date of this
         Agreement with counterparties that are Lenders (or



                                      -65-
<PAGE>   72

         affiliates of Lenders) in an aggregate notional amount not to exceed
         (i) the aggregate notional amount of the interest rate Hedge Agreements
         required to be maintained pursuant to Section 9.10 minus (ii) the
         aggregate notional amount of all interest rate Hedge Agreements that
         constitute Investments made under Section 10.7; provided, that in all
         cases under this clause (f) such interest rate Hedge Agreements shall
         be nonspeculative in nature (including, without limitation, with
         respect to the term and purpose thereof);

                  (g) Contingent Obligations of the Borrower guaranteeing all or
         any portion of the outstanding Obligations of any other Loan Party;
         provided, that each such Obligation is not otherwise prohibited under
         the terms of the Loan Documents;

                  (h) Indebtedness solely of the Financial Services Subsidiary;

                  (i) Indebtedness of the Borrower and its Subsidiaries not
         otherwise permitted under this Section 10.2 in an aggregate principal
         amount not to exceed $10,000,000 at any time outstanding; provided,
         that with respect to any such Indebtedness issued or incurred pursuant
         to this clause (i), (i) such Indebtedness shall not have a maturity
         date or any scheduled or mandatory redemption or repurchase date prior
         to six months after the Revolving Credit Termination Date, (ii) such
         Indebtedness shall not be guaranteed or otherwise credit enhanced by
         the Borrower or any other Loan Party, (iii) the other terms and
         conditions of such Indebtedness (and of any agreement entered into and
         of any instrument issued in connection therewith) shall be no less
         favorable to the Borrower and its Subsidiaries or to the rights or
         interests of the Lenders than the terms of the Loan Documents and (iv)
         immediately before and immediately after giving pro forma effect to
         such Indebtedness, no Default or Event of Default shall have occurred
         and be continuing;

                  (j) endorsement of negotiable instruments for deposit or
         collection or similar transactions in the ordinary course of business;
         and

                  (k) Indebtedness extending the maturity of, or refunding,
         refinancing or replacing, in whole or in part, any Indebtedness
         incurred under any of clauses (b), (c), (d), (e) (except to the extent
         Schedule 10.2 provides that such Indebtedness shall not be extended,
         refunded, refinanced or replaced), (g), (h) and (i) of this Section
         10.2; provided, however, that (i) the aggregate principal amount of
         such extended, refunding, refinancing or replacement Indebtedness shall
         not be increased above the principal amount thereof and the premium, if
         any, payable thereon outstanding immediately prior to such extension,
         refunding, refinancing or replacement, (ii) the direct and contingent
         obligors therefor shall not be changed as a result of or in connection
         with such extension, refunding, refinancing or replacement, (iii) such
         extended, refunding, refinancing or replacement Indebtedness shall not
         mature prior to the stated maturity date or mandatory redemption date
         of the Indebtedness being so extended, refunded, refinanced or
         replaced, (iv) if the Indebtedness being so extended, refunded,
         refinanced or replaced is subordinated in right of payment or otherwise
         to the Obligations of the Borrower or any of its Subsidiaries under and
         in respect of the Loan Documents, such extended, refunding, refinancing
         or replacement Indebtedness shall be subordinated to such Obligations
         to at least the same extent, (v) the terms of any such extending,
         refunding, refinancing or replacement Indebtedness (and of any
         agreement entered into and of any instrument issued in connection
         therewith) shall be no less favorable to the Borrower and its
         Subsidiaries or to the rights or interests of the Lenders than the
         terms of the Indebtedness being so extended, refunded, refinanced or
         replaced and (vi) immediately before and immediately after giving pro
         forma effect to any such extension, refunding, refinancing or
         replacement, no Default or Event of Default shall have occurred and be
         continuing.



                                      -66-
<PAGE>   73

                  10.3 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien on or with respect to any of its property or assets of any
character (including, without limitation, accounts), whether now owned or
hereafter acquired, or sign or file or suffer to exist under the Uniform
Commercial Code or any similar Requirements of Law of any jurisdiction, a
financing statement (or the equivalent thereof) that names the Borrower or any
of its Subsidiaries as debtor, or sign or suffer to exist any security agreement
authorizing any secured party thereunder to file any such financing statement
(or the equivalent thereof), or sign or suffer to exist any agreement or
arrangement for the sale of any of its property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
or assets (including sales of accounts receivable with recourse to the Borrower
or any of its Subsidiaries), or assign any accounts or other right to receive
income, excluding, however, from the operation of the foregoing restrictions:

                  (a) Liens created under the Loan Documents;

                  (b) Permitted Liens;

                  (c) Liens existing on the date hereof and described on
         Schedule 10.3;

                  (d) purchase money Liens upon or in real property or equipment
         acquired or held by the Borrower or any of its Subsidiaries in the
         ordinary course of business to secure the purchase price of such real
         property or equipment or to secure Indebtedness incurred solely for the
         purpose of financing the acquisition, construction or improvement of
         any such real property or equipment to be subject to such Liens, or
         Liens existing on any such real property or equipment at the time of
         its acquisition or the completion of its construction or improvement
         (other than any such Liens created in contemplation of such
         acquisition, construction or improvement that do not secure the
         purchase price of such real property or equipment); provided, however,
         that no such Lien shall extend to or cover any property or assets other
         than the real property or equipment being so acquired, constructed or
         improved; and provided, further that (i) the principal amount of
         Indebtedness secured by any such Lien shall not exceed 100% of the
         lesser of (A) the cost to the Borrower or the applicable Subsidiary of
         the real property or equipment to be subject to any such Lien
         (including all such Indebtedness secured thereby, whether or not
         assumed) and (B) the fair market value of such real property or
         equipment, determined as of the date of acquisition, construction or
         improvement thereof; and (ii) any Indebtedness secured by Liens shall
         otherwise be expressly permitted under Section 10.2(c) and shall not
         otherwise be prohibited under the terms of the Loan Documents;

                  (e) Liens arising solely in connection with Financing Leases
         otherwise permitted under Section 10.2(d) and not otherwise prohibited
         under the terms of the Loan Documents; provided, that no such Lien
         shall extend to or cover any property or assets other than property or
         assets subject to such Financing Leases;

                  (f) deposits made, and letters of credit issued, to secure the
         performance of operating leases of the Borrower and its Subsidiaries in
         the ordinary course of business; provided that no such Lien shall
         extend to or cover any property or assets other than such deposit or
         such letter of credit and the property and assets subject to such
         operating lease, as applicable; and provided, further, that any such
         operating lease shall not otherwise be prohibited under the terms of
         the Loan Documents;

                  (g) Liens arising solely from precautionary filings of
         financing statements under the Uniform Commercial Code of the
         applicable jurisdictions in respect of operating leases of the



                                      -67-
<PAGE>   74

         Borrower or any of its Subsidiaries not otherwise prohibited under the
         terms of the Loan Documents;

                  (h) Liens upon any of the property and assets of the Financial
         Services Subsidiary to secure Obligations not otherwise prohibited
         under the terms of the Loan Documents; and

                  (i) the replacement, extension or renewal of any Lien
         otherwise permitted to be created or to exist under clauses (c) (except
         to the extent Schedule 10.3 provides that any such Lien shall not be
         replaced, extended or renewed), (d), (e), (f) and (h) of this Section
         10.3 upon or in the same property and assets theretofore subject
         thereto; provided, that no such extension, renewal or replacement shall
         extend to or cover any property or assets not theretofore subject to
         the Lien being extended, renewed or replaced and shall not secure any
         additional Indebtedness or other Obligations; and provided, further,
         that any Indebtedness secured by such Liens shall otherwise be
         permitted under the terms of the Loan Documents.

                  10.4 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, except:

                  (a) the Borrower may consummate the Merger;

                  (b) any Subsidiary of the Borrower may be merged or
         consolidated with or into the Borrower, so long as the Borrower is the
         continuing or surviving corporation;

                  (c) any Subsidiary of the Borrower may be merged or
         consolidated with or into any other Subsidiary of the Borrower that is
         a Loan Party, so long as such Loan Party is the continuing or surviving
         corporation;

                  (d) any Subsidiary of the Borrower that is not a Loan Party
         may be merged or consolidated with or into, and may sell, lease,
         transfer or otherwise dispose of any or all of its assets (upon
         voluntary liquidation or otherwise) to, any other Subsidiary of the
         Borrower that is not a Loan Party;

                  (e) any Subsidiary of the Borrower may sell, lease, transfer
         or otherwise dispose of any or all of its assets (upon voluntary
         liquidation or otherwise) to the Borrower or any other Subsidiary of
         the Borrower that is a Loan Party; and

                  (f) in connection with any purchase or other acquisition of
         Capital Stock of, or property and assets of, any Person permitted under
         Section 10.7(h), any of the Subsidiaries of the Borrower may merge into
         or consolidate with any other Person or permit any other Person to
         merge into or consolidate with it; provided, that, if any such
         Subsidiary is a Loan Party, the Person formed by such merger or
         consolidation shall be a Loan Party; and provided, further, that the
         Person with which such Subsidiary is merging or consolidating (i) shall
         be engaged in substantially the same lines of business as one or more
         of the principal businesses of the Borrower and its Subsidiaries in the
         ordinary course, (ii) shall not have any contingent liabilities that
         could reasonably be expected to be material to the business, financial
         condition, operations or prospects of the Borrower and its
         Subsidiaries, taken as a whole (as determined in good faith by the
         board of directors (or the persons performing similar functions) of the
         Borrower or such Subsidiary if the board of directors is otherwise
         approving such transaction and, in each other case, by the chief
         financial officer of the Borrower), (iii) such merger or consolidation
         shall be



                                      -68-
<PAGE>   75

         effected in compliance with all applicable Requirements of Law. (iv)
         immediately before and immediately after giving pro forma effect to
         such merger or consolidation, no Default shall have occurred and be
         continuing and (v) immediately after giving effect to such merger or
         consolidation, the Borrower and its Subsidiaries shall be in pro forma
         compliance with all of the covenants set forth in Section 10.1, such
         compliance to be determined on the basis of the Required Financial
         Information most recently delivered to the Administrative Agent and the
         Lenders as though such merger or consolidation had been consummated as
         of the first day of the fiscal period covered thereby.

                  10.5 Limitation on Sale of Assets. Sell, lease, transfer or
otherwise dispose of any property or assets (including, without limitation, any
Capital Stocks), or grant any option or other right to purchase, lease or
otherwise acquire any property or assets, except that so long as no Default or
Event of Default shall have occurred and be continuing at the time of any of the
transactions described in clauses (d), (e), (g) and (h) or would occur as a
result thereof:

                  (a) the Borrower and its Subsidiaries may sell inventory in
         the ordinary course of business;

                  (b) the Borrower and its Subsidiaries may sell, lease,
         transfer or otherwise dispose of property and assets in a transaction
         otherwise expressly permitted under Section 10.3, 10.4, 10.6 or 10.7;

                  (c) (i) any Loan Party (other than the Parent) may sell,
         lease, transfer or otherwise dispose of any of its property or assets
         to any other Loan Party (other than the Parent), (ii) any Subsidiary of
         the Borrower that is not a Loan Party may sell, lease, transfer or
         otherwise dispose of any of its property or assets for fair market
         value to any Loan Party and (iii) any Subsidiary of the Borrower that
         is not a Loan Party may sell, lease, transfer or otherwise dispose of
         any of its property or assets to any other Subsidiary of the Borrower
         that is not a Loan Party;

                  (d) the Borrower and its Subsidiaries may sell any real
         property or equipment either (i) the Net Proceeds of which are used to
         prepay the Loans (and/or to cash collateralize the Letters of Credit)
         outstanding at such time, without any corresponding reduction in the
         Commitments, or (ii) that is replaced or reinvested, or the replacement
         or reinvestment of which has been commenced and substantially
         completed, within 180 days after the date of such sale with real
         property or equipment, as the case may be, of equal or greater value
         (as determined in good faith by management of the Borrower); provided,
         however, that if any such real property or equipment is not replaced or
         reinvested, or the replacement or reinvestment thereof has not been
         substantially completed, within such 180-day period, or if at any time
         during such 180-day period a Default under Section 11(a) or 11(f) or an
         Event of Default shall have occurred and be continuing, then the Net
         Proceeds of such sale shall be applied on the last day of such period
         or on the date of such Default or Event of Default, as the case may be,
         to reduce the Commitments in accordance with, and to the extent
         required under, Section 3.4 and to prepay the Loans (and/or to cash
         collateralize the Letters of Credit) outstanding at such time in
         accordance with, and to the extent required under, Section 6.6(c);

                  (e) the Borrower and its Subsidiaries may sell, lease,
         transfer or otherwise dispose of any obsolete, damaged or worn out
         equipment that is no longer useful in the conduct of their businesses
         and operations in the ordinary course of business; provided, however,
         that in the case of each such sale, lease, transfer or other
         disposition of obsolete, damaged or worn out equipment in which the
         Borrower and its Subsidiaries receive total consideration in excess of
         $1,000,000, all of the Net Proceeds of such sale, lease, transfer or
         other disposition shall be applied on the date of



                                      -69-
<PAGE>   76

         receipt of such Net Proceeds to reduce the Commitments in accordance
         with, and to the extent required under, Section 3.4 and to prepay the
         Loans (and/or to cash collateralize the Letters of Credit) outstanding
         at such time in accordance with, and to the extent required under,
         Section 6.6(c);

                  (f) leases or subleases of real property of the Borrower or
         any of its Subsidiaries to any Person so long as each such lease or
         sublease, as the case may be, (A) shall not interfere in any material
         respect with the business or operations of the Borrower or any of its
         Subsidiaries and (B) shall be for consideration in an amount
         (determined by reference to the lease payments owing from such Person
         on an annual basis) at least equal to the lease payments, if any, owing
         from the Borrower or such Subsidiary on such real property or, if less,
         to the fair market value of such lease or sublease at the time such
         lease or sublease is created;

                  (g) the Borrower and its Subsidiaries may sell, lease,
         transfer or otherwise dispose of property and assets not otherwise
         permitted to be sold, leased, transferred or disposed of pursuant to
         this Section 10.5 in an aggregate amount not to exceed $10,000,000;
         provided, that (i) the gross proceeds received from any such sale,
         lease, transfer or other disposition shall be at least equal to the
         fair market value of the property and assets so sold, leased,
         transferred or otherwise disposed of, determined at the time of such
         sale, lease, transfer or other disposition; (ii) at least 90% of the
         value of the aggregate consideration received from any such sale,
         lease, transfer or other disposition shall be in cash and shall be
         received within ten Business Days after the date of consummation of
         such transaction; and (iii) all of the Net Proceeds received in any
         such sale, lease, transfer or other disposition shall be applied on the
         date of receipt thereof by the Borrower or any of its Subsidiaries to
         reduce the Commitments in accordance with, and to the extent required
         under, Section 3.4 and to prepay the Loans (and/or to cash
         collateralize the Letters of Credit) outstanding at such time in
         accordance with, and to the extent required under, Section 6.6(c); and

                  (h) the grant of any option or other right to purchase any
         property or asset in a transaction that is otherwise permitted under
         clause (d), (e), (f) or (g) of this Section 10.5.

                  10.6 Limitation on Restricted Payments. Declare or pay any
dividends on, or purchase, redeem, retire, defease or otherwise acquire for
value, any of its Capital Stock, now or hereafter outstanding, return any
capital to its stockholders, partners or members (or the equivalent Persons
thereof) as such, make any distribution of property, assets, Capital Stock,
obligations or securities to its stockholders, partners or members (or the
equivalent Persons thereof) as such, or issue or sell any Capital Stock thereof
or accept any capital contributions, or, in the case of any Subsidiary of the
Borrower, to purchase, redeem, retire, defease or otherwise acquire for value
any Capital Stock of the Borrower, or to issue or sell any of its Capital Stock
in order to acquire such Capital Stock (each of the foregoing, a "Restricted
Payment"), except that:

                  (a) the Borrower may consummate the Merger;

                  (b) the Borrower may declare and make dividends and other
         distributions on its outstanding Capital Stock payable in shares of its
         common stock;

                  (c) the Borrower may declare and pay dividends and other
         distributions to the Parent in cash (i) at any one time prior to the
         180th day following the date of this Agreement, in an amount not to
         exceed $15,800,000 for the repayment on the date of such dividend or
         distribution of outstanding Acquisition Bridge Loans or (ii) to the
         extent necessary from time to time in order to permit TO USA or the
         Parent, as the case may be, to pay tax liabilities thereof when due in
         an



                                      -70-
<PAGE>   77

         aggregate amount for any fiscal quarter of the Borrower not to exceed
         the lesser of (A) the actual portion of any such tax liability that the
         Borrower would have owed if the Borrower was a free-standing taxpaying
         entity and (B) 40% of consolidated pre-tax income of the Borrower and
         its Subsidiaries for such fiscal quarter; and

                  (d) the Borrower may declare and pay dividends and other
         distributions to the Parent in cash for any purpose not otherwise
         prohibited under the terms of the Loan Documents if, after giving
         effect each such declaration and payment, the aggregate amount of all
         dividends and other distributions made pursuant to this Section 10.6
         (other than any such dividend or other distribution made pursuant to
         subclause (c)(i) hereof) during the immediately preceding twelve month
         period (or if less than twelve months have elapsed since the date
         hereof, such period from the date hereof to the date on which such
         dividend or other distribution is to be paid), shall not exceed 50% of
         Consolidated Net Income for such period;

                  (e) (i) the Borrower may accept capital contributions from TO
         Greece or any of its Subsidiaries (and issue and sell additional shares
         of its common stock to the Parent in consideration thereof) and (ii)
         any of the Subsidiaries of the Borrower may accept capital
         contributions from their respective equity holders (and issue and sell
         additional common Capital Stock therein to their applicable equity
         holders in consideration thereof) so long as such capital contribution
         is not otherwise prohibited under Section 10.5;

                  (f) (i) any of the Subsidiaries of the Borrower may declare
         and pay or make dividends and other distributions in cash or in
         additional common Capital Stock therein, or issue or sell additional
         Capital Stock therein, to the Borrower or any other Loan Party and (B)
         any Subsidiary of the Borrower that is not a Loan Party may declare and
         make dividends and other distributions to any other Subsidiary of the
         Borrower that is not a Loan Party; and

                  (g) any of the non-wholly owned Subsidiaries of the Borrower
         may declare and pay or make dividends and other distributions, and may
         issue and sell additional common Capital Stock therein, to its
         shareholders, partners or members (or the equivalent persons thereof)
         generally so long as the Borrower and each other Loan Party that own
         any of the Capital Stock therein receive at least their respective
         proportionate shares of any such dividend, distribution or issuance of
         common Capital Stock (based upon their relative holdings of the Capital
         Stock therein and taking into account the relative preferences, if any,
         of the various classes of the Capital Stock therein).

In the case of any of the transactions described in clauses (c) or (d),
immediately before and immediately after giving pro forma effect to such
dividend or other distribution, no Dividend Restriction Event shall have
occurred and be continuing and the Borrower and its Subsidiaries shall be in pro
forma compliance with all of the covenants set forth in Section 10.1, such
compliance to be determined on the basis of the Required Financial Information
most recently delivered to the Administrative Agent and the Lenders as though
such dividend or other distribution had been paid on the first day of the period
covered thereby.

                  10.7 Limitation on Investments. Purchase, acquire, make or
hold any Investment in any Person, except:

                  (a) Investments existing on the date hereof and described on
         Schedule 10.7;

                  (b) Investments in cash and Cash Equivalents;

                  (c) in the case of the Borrower, Investments in respect of
         interest rate Hedge Agreements entered into from time to time after the
         date of this Agreement with one or more counterparties



                                      -71-
<PAGE>   78

         that are Lenders (or affiliates of Lenders) in an aggregate notional
         amount not to exceed (i) the aggregate notional amount of interest rate
         Hedge Agreements required to be maintained pursuant to Section 9.10
         minus (ii) the aggregate notional amount of any interest rate Hedge
         Agreements that constitute Indebtedness incurred under Section 10.2(f)
         and outstanding at such time; provided, that all such interest rate
         Hedge Agreements shall be nonspeculative in nature (including, without
         limitation, with respect to the term and purpose thereof);

                  (d) Investments by (i) the Borrower or any of its Subsidiaries
         in any of the other Loan Parties (other than the Parent), (ii) the
         Borrower or any of its Subsidiaries in the Financial Services
         Subsidiary in an aggregate amount not to exceed at any time the lesser
         of (A) 20% of Consolidated Tangible Net Worth at such time and (B)
         $40,000,000 and (iii) any Subsidiary of the Borrower that is not a Loan
         Party in any other Subsidiary of the Borrower that is not a Loan Party;

                  (e) Investments by the Borrower and its Subsidiaries in
         account debtors received in connection with the bankruptcy or
         reorganization, or in settlement of the delinquent obligations of
         financially troubled suppliers or customers, in the ordinary course of
         business and in accordance with applicable collection and credit
         policies established by the Borrower or such Subsidiary, as the case
         may be;

                  (f) loans and advances by the Borrower and its Subsidiaries to
         their respective employees in an aggregate amount not to exceed
         $1,000,000 at any time outstanding;

                  (g) the acceptance of promissory notes, contingent payment
         obligations and other non-cash consideration received as partial
         payment of the purchase price of any property or assets sold, leased,
         transferred or otherwise disposed of in accordance with Sections
         10.5(g); and

                  (h) (i) Investments by the Borrower and its Subsidiaries in
         any Person that will become a (or a part of a) wholly-owned Subsidiary
         of the Borrower immediately following such Investments and (ii)
         Investments by the Borrower and its Subsidiaries not otherwise
         permitted under this Section 10.7 in an aggregate amount not to exceed
         10% of Consolidated Tangible Net Worth at any time; provided, that,
         with respect to each Investment made pursuant to this clause (h), (A)
         such Investment shall not include or result in any contingent
         liabilities that could reasonably be expected to be material to the
         business, assets, liabilities (actual or contingent), operations
         financial condition or prospects of the Borrower and its Subsidiaries,
         taken as a whole (as determined in good faith by the board of directors
         (or persons performing similar functions) of the Borrower or such
         Subsidiary if the board of directors is otherwise approving such
         transaction and, in each other case, by the chief financial officer of
         the Borrower, (B) such Investment shall be in property and assets which
         are part of, or in lines of business which are, substantially the same
         lines of business as one or more of the principal businesses of the
         Borrower and its Subsidiaries in the ordinary course, (C) any newly
         created or acquired Subsidiary of the Borrower shall comply with the
         requirements of Section 10.15, (D) any determination of the amount of
         such Investment shall include all cash and noncash consideration
         (including, without limitation, the fair market value of all Capital
         Stock issued or transferred to the sellers thereof, all indemnities,
         earnouts and other contingent payment obligations to, and the aggregate
         amounts paid or to be paid under noncompete, consulting and other
         affiliated agreements with, the sellers thereof, all write-downs of
         property and assets and reserves for liabilities with respect thereto
         and all assumptions of debt, liabilities and other obligations in
         connection therewith) paid by or on behalf of the Borrower and its
         Subsidiaries in connection with such Investment and (E) (1) immediately
         before and immediately after giving pro forma effect to any such
         Investment, no Default shall have occurred and be continuing and (2)
         immediately alter giving effect to such



                                      -72-
<PAGE>   79

         Investment, the Borrower and its Subsidiaries shall be in pro forma
         compliance with all of the covenants set forth in Section 10.1, such
         compliance to be determined on the basis of the Required Financial
         Information most recently delivered to the Administrative Agent and the
         Lenders as though such Investment had been made as of the first day of
         the fiscal quarter covered thereby.

                  10.8 Limitation on Prepayments, Etc. of Indebtedness.

                  (a) Prepay, redeem, purchase, defease or otherwise satisfy
         prior to the scheduled maturity thereof in any manner, or make any
         payment in violation of any subordination terms of, any Indebtedness
         other than:

                           (i) the prepayment of Loans outstanding from time to
                  time in accordance with the terms of this Agreement;

                           (ii) (A) the consummation of the refinancing of the
                  Senior Notes on the Refinancing Closing Date and (B) so long
                  as no Default under Section 11(a) or 11(f) or Event of Default
                  shall have occurred and be continuing or shall occur as a
                  result thereof, any regularly scheduled or required
                  redemption, repurchase or repayment of Surviving Indebtedness;

                           (iii) the satisfaction of any Indebtedness incurred
                  under Section 10.2(c) or 10.2(d) that is secured by a Lien on
                  the property or assets of the Borrower or any of its
                  Subsidiaries that incurred such Indebtedness, which property
                  or assets are otherwise permitted to be disposed of under
                  Section 10.5;

                           (iv) the regularly scheduled payment or required
                  prepayment of any Indebtedness that is refunded, refinanced or
                  replaced in accordance with Section 10.2(k); and

                           (v) the prepayment, redemption, purchase, defeasance
                  or other satisfaction of Indebtedness of any Person existing
                  at the time such Person is purchased or otherwise acquired by
                  the Borrower or any of its Subsidiaries to the extent that
                  such prepayment, redemption, purchase, defeasance or other
                  satisfaction is required by the terms of such Indebtedness
                  (and not created in contemplation of the purchase or other
                  acquisition of such Person by the Borrower or its applicable
                  Subsidiary); provided, that the purchase or other acquisition
                  of such Person is otherwise expressly permitted under the
                  terms of the Loan Documents; and

                  (b) Amend, modify or change in any manner any of the terms or
         conditions of any of the Indebtedness listed on Schedule 10.2 or the
         Senior Notes Documents, except (i) as could not adversely affect the
         rights or interests of the Administrative Agent or the Guaranteed
         Parties or (ii) as otherwise expressly permitted under Section 10.2(k).

                  10.9 Limitation on Negative Pledges. Enter into or suffer to
exist any agreement prohibiting or conditioning the creation or assumption of
any Lien upon any of its property or assets other than (a) any such agreement
with or in favor of the Guaranteed Parties or the Administrative Agent, on
behalf of the Guaranteed Parties, (b) any such agreement with or in favor of the
holders of the Senior Notes or the trustee for the Senior Notes, on behalf of
the holders thereof, in each case as such agreement is in effect on the date of
this Agreement, (c) any such agreement with or in favor of the lenders of the
Acquisition Bridge Loan Facility or the agent for such lenders, on their behalf,
in each case as such




                                      -73-
<PAGE>   80
agreement is in effect on the date of this Agreement, (d) in connection with (i)
any Indebtedness listed on Schedule 10.2 to the extent such agreement is in
effect on the date hereof, (ii) any Indebtedness otherwise permitted to be
incurred under Section 10.2(k) to the extent such agreement is on terms that are
no less favorable to the Borrower or any of its Subsidiaries or to the Lenders
than the terms in effect for the Indebtedness being refunded, refinanced or
replaced immediately prior to effecting such refunding, refinancing or
replacement and (iii) any Indebtedness outstanding on the date any Person first
becomes a Subsidiary of the Borrower; provided, that such agreement was not
created in contemplation of the purchase or other acquisition of such Person and
does not extend to or cover any property or assets other than property and
assets of the Person becoming such Subsidiary, (e) any such agreement
prohibiting other encumbrances on specific property and assets of the Borrower
or any of its Subsidiaries, which agreement secures the payment of Indebtedness
incurred solely to acquire, construct or improve such property or assets or to
finance the purchase price therefor (including, without limitation, Financing
Leases) and which Indebtedness is otherwise permitted to be incurred under the
terms of this Agreement, (f) any such agreement with or in favor of the holders
of the Indebtedness of Financial Services Subsidiary (or any agent for the
holders of such Indebtedness) incurred pursuant to Section 10.2(h), (g) any
agreement setting forth customary restrictions on the subletting, assignment or
transfer of any property or asset that is a lease, license, conveyance or
contract of similar property or assets, and (h) any restriction or encumbrance
imposed pursuant to an agreement that has been entered into by the Borrower or
any of its Subsidiaries for the sale, lease, transfer or other disposition of
any of its property or assets so long as such sale, lease, transfer or other
disposition is otherwise permitted to be made under Section 10.5.

                  10.10 Limitation on Transactions with Affiliates. Conduct,
directly or indirectly, all transactions or series of related transactions
(including, without limitation, the purchase, sale, lease, transfer or exchange
of property or assets of any kind or the rendering of services of any kind)
otherwise permitted under the Loan Documents with any of their Affiliates on
terms that are fair and reasonable and no less favorable to the Borrower or any
of its Subsidiaries than it would obtain in a comparable arm's-length
transaction with a Person not an Affiliate thereof, other than:

                  (a) the consummation of the Engle Acquisition and the Merger;

                  (b) loans and advances by the Borrower or any of its
         Subsidiaries to one or more employees thereof, in each case to the
         extent permitted under Section 10.7(f); and

                  (c) any transaction or series of related transactions solely
         between or among one or more of the other Loan Parties (other than the
         Parent) or between or among one or more of Subsidiaries of the Borrower
         that are not Loan Parties, in each case to the extent such transaction
         or series of related transactions is otherwise permitted under the
         terms of the Loan Documents.

                  10.11 Limitation on Leases. Create, incur, assume or suffer to
exist any obligations as lessee (a) for the rental or hire of real or personal
property in connection with any sale and leaseback transaction, or (b) for the
rental or hire of other real or personal property of any kind under leases or
agreements to lease (including, without limitation, Financing Leases) having an
original term of one year or more that would cause the direct and contingent
liabilities of the Borrower and its Subsidiaries, on a consolidated basis, in
respect of all such obligations to exceed $3,500,000 payable in any consecutive
12-month period.

                  10.12 Limitation on Accounting Changes, Etc. Make or permit
any change in (a) its accounting policies or reporting practices, except as
required by GAAP in effect at the time of such change or by applicable
Requirements of Law, or (b) its fiscal year from the period commencing on
January 1 of each year and ending on the next succeeding December 31.



                                      -74-
<PAGE>   81

                  10.13 Limitation on Changes in Business. Enter into any
business, either directly or through any Subsidiary, except for those businesses
in which the Borrower and its Subsidiaries are engaged on the date of this
Agreement or which are directly related thereto or expand the existing
businesses of the Borrower or any of its Subsidiaries into geographic locations
which are not core markets that are acceptable to the Lenders.

                  10.14 Limitation on Governing Documents. Amend its Governing
Documents, except where such amendment, either individually or in the aggregate,
could not reasonably be expected, whether individually or in the aggregate, to
have a Material Adverse Effect or to adversely affect the rights or interests of
the Lenders; provided, that copies of any such amendment to the Governing
Documents of the Borrower or any such Subsidiary shall be delivered to the
Administrative Agent at least three Business Days prior to the date on which
such amendment is intended to become effective.

                  10.15 Limitation on Subsidiary Formation. Create, organize,
incorporate or acquire any Subsidiary (each a "New Subsidiary"), or permit any
of its Subsidiaries to create, organize, incorporate or acquire any New
Subsidiary, unless:

                  (a) either (i) such New Subsidiary will be a Loan Party or
         (ii) if such New Subsidiary will not be a Loan Party, all Investments
         necessary for the creation, organization, incorporation or acquisition
         of such New Subsidiary are otherwise permitted to be made pursuant to
         Section 10.7(h)(ii);

                  (b) the Administrative Agent shall have approved the legal
         structure (if other than a corporation, limited partnership or limited
         liability company organized under the laws of any state of the United
         States of America) and capitalization of such New Subsidiary, such
         approval not to be unreasonably withheld or delayed;

                  (c) such New Subsidiary shall execute and deliver to the
         Administrative Agent, on behalf of the Guaranteed Parties, promptly
         following the date of its creation, organization, incorporation or
         acquisition, (i) if such New Subsidiary will be a Loan Party, a
         Guarantee supplement or another guarantee in form and substance
         satisfactory to the Lenders, duly executed by such New Subsidiary, and
         (ii) in each case, such other agreements, instruments, certificates or
         documents as the Administrative Agent may reasonably request, in each
         case in form and substance reasonably satisfactory to the Lenders; and

                  (d) upon the reasonable request of the Administrative Agent,
         signed copies of one or more favorable opinions of special and
         appropriate local counsel for such New Subsidiary, addressed to the
         Administrative Agent, on behalf of the Guaranteed Parties, and
         reasonably acceptable to the Administrative Agent, as to the Guarantee
         Supplement or such other guarantee, as the case may be, being the
         legal, valid and binding obligations of such New Subsidiary,
         enforceable against such New Subsidiary in accordance with its terms,
         as to the choice of New York law being recognized in the courts of the
         jurisdiction in which such New Subsidiary is organized and as such
         other matters as the Administrative Agent, or any of the Lenders
         through the Administrative Agent, may reasonably request.

                  10.16 Limitation on Partnerships Etc. Be or become a general
partner in any general or limited partnership or joint venture, other than any
Subsidiary of the Borrower the sole assets of which consist of its interest in
one or more of such partnerships or joint ventures.

                  10.17 Limitation on Speculative Transactions. Engage in any
transaction involving commodity options or futures contracts or any similar
speculative transactions.



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                  SECTION 11. EVENTS OF DEFAULT

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

                  (a) (i) The Borrower shall fail to pay any principal of any
         Loan when due, whether by scheduled maturity, at a date fixed for
         prepayment or by acceleration, demand or otherwise, or (ii) the
         Borrower shall fail to pay any interest on any Loan or any of the Loan
         Parties shall fail to make any other payment under or in respect of the
         Loan Documents, whether by scheduled maturity, at a date fixed for
         prepayment or by acceleration, demand or otherwise and in each case
         under this clause (ii), such failure shall remain unremedied for at
         least two Business Days after the same becomes due; or

                  (b) Any representation or warranty made or deemed made by the
         Borrower or any other Loan Party under or in connection with any Loan
         Document or which 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 such other Loan Document shall
         prove to have been incorrect in any material respect on or as of the
         date made or deemed made; or

                  (c) (i) The Borrower shall fail to perform or observe any
         term, covenant or agreement contained in Section 9.1, 9.2, 9.6, 9.10,
         9.11 or 10 or (ii) any of the Loan Parties shall fail to perform or
         observe any term, covenant or agreement contained in Section 10(a) or
         Section 10(b)(ii) through (iv) of the Guarantee on its part to be
         performed or observed; or

                  (d) Any of the Loan Parties shall fail to perform or observe
         any term, covenant or agreement contained in any of the Loan Documents
         on its part to be performed or observed that is not otherwise referred
         to in Section 11(c) and such failure shall remain unremedied for a
         period of at least 30 days following the earlier of (i) the date on
         which an officer of any Loan Party first becomes aware of such failure
         and (ii) the date on which written notice thereof shall have been given
         to the Borrower by the Administrative Agent or any Lender; or

                  (e) any of:

                           (i) any Loan Party or any Subsidiary of a Loan Party
                  shall fail to pay any principal of, premium or interest on, or
                  any other amount payable in respect of, one or more items of
                  Indebtedness of the Loan Parties and their Subsidiaries
                  (excluding Indebtedness outstanding hereunder), as the case
                  may be, that is outstanding in an aggregate principal or
                  notional amount of at least $1,000,000 when the same becomes
                  due and payable (whether by scheduled maturity, required
                  prepayment, acceleration, demand or otherwise), and such
                  failure shall continue after the applicable grace period, if
                  any, specified in the agreements or instruments relating to
                  all such Indebtedness; or

                           (ii) any other event shall occur or condition shall
                  exist under the agreements or instruments relating to one or
                  more items of Indebtedness of the Loan Parties and their
                  Subsidiaries (excluding Indebtedness outstanding hereunder),
                  as the case may be, that is outstanding (or under which one or
                  more Persons have a commitment to extend credit) in an
                  aggregate principal or notional amount of at least $1,000,000,
                  and such other event or condition shall continue after the
                  applicable grace period, if any, specified in all such
                  agreements or instruments, if the effect of such event or
                  condition is to accelerate, or to permit the acceleration of,
                  the maturity of such Indebtedness or otherwise to cause, or to
                  permit the holder thereof to cause, such Indebtedness to
                  mature; or



                                      -76-
<PAGE>   83

                           (iii) one or more items of Indebtedness of the Loan
                  Parties and their Subsidiaries (excluding Indebtedness
                  outstanding hereunder), as the case may be, that is
                  outstanding (or under which one or more Persons have a
                  commitment to extend credit) in an aggregate principal or
                  notional amount of at least $1,000,000 shall be declared to be
                  due and payable or required to be prepaid or redeemed (other
                  than by a regularly scheduled or required prepayment or
                  redemption), purchased or defeased, or an offer to prepay,
                  redeem, purchase or defease such Indebtedness shall be
                  required to be made, in each case prior to the stated maturity
                  thereof; or

                  (f) any of:

                           (i) TO USA or any Loan Party 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 TO USA or any Loan Party shall make a general
                  assignment for the benefit of its creditors; or

                           (ii) there shall be commenced against TO USA or any
                  Loan Party any case, proceeding or other action of a nature
                  referred to in clause (i) above which (A) results in the entry
                  of an order for relief or any such adjudication or appointment
                  or (B) remains undismissed, undischarged or unbonded for a
                  period of 60 days; or

                           (iii) there shall be commenced against TO USA or any
                  Loan Party any case, proceeding or other action seeking
                  issuance of a warrant of attachment, execution, distraint or
                  similar process against all or any substantial part of its
                  assets which results in the entry of an order for any such
                  relief which shall not have been vacated, discharged, or
                  stayed or bonded pending appeal within 60 days from the entry
                  thereof; or

                           (iv) TO USA or any Loan Party 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) TO USA or any Loan Party 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 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



                                      -77-
<PAGE>   84

         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 reasonably be expected to
         result in liabilities of one or more of the Loan Parties and/or the
         Commonly Controlled Entities in an aggregate amount of more than
         $1,000,0000 or, whether individually or in the aggregate, to have a
         material Adverse Effect; or

                  (h) One or more judgments or order for the payment of money in
         excess of $1,000,000 in the aggregate shall be rendered against one or
         more of the Loan Parties and their Subsidiaries and shall remain
         unsatisfied and either (i) enforcement proceedings shall have been
         commenced by any creditor upon any such judgment or order or (ii) there
         shall be any period of at least ten days during which a stay of
         enforcement of any such judgment or order, by reason of a pending
         appeal or otherwise, shall not be in effect; provided, however, that
         any such judgment or order shall not give rise to an Event of Default
         under this Section 11(h) if and for so long as (A) the amount of such
         judgment or order is covered by a valid and binding policy of insurance
         between the defendant and the insurer, which shall be rated at least
         "A" by A.M. Best Company, covering full payment thereof and (B) such
         insurer has been notified, and has not disputed the claim made for
         payment, of the amount of such judgment or order; or

                  (i) One or more nonmonetary judgments or orders (including,
         without limitation, writs or warrants of attachment, garnishment,
         execution, distraint or similar process) shall be rendered against TO
         USA or any Loan Party or any of its Subsidiaries that, either
         individually or in the aggregate, could reasonably be expected, whether
         individually or in the aggregate, to have a Material Adverse Effect,
         and there shall be any period of at least ten days during which a stay
         of enforcement of any such judgment or order, by reason of a pending
         appeal or otherwise, shall not be in effect; or

                  (j) The Borrower or any of its Subsidiaries shall fail to
         obtain and maintain in effect all consents and authorizations of any
         Governmental Authority that are necessary to own or lease and operate
         their respective property and assets and to conduct their respective
         businesses as now conducted and as proposed to be conducted, except
         where and to the extent that the failure to obtain or maintain in
         effect any such consent or authorization, either individually or in the
         aggregate, could not reasonably be expected, whether individually or in
         the aggregate, to have a Material Adverse Effect; or

                  (k) Any provision of any of the Loan Documents after delivery
         thereof pursuant to Section 8.1 or 10.15 shall for any reason (other
         than pursuant to the terms thereof) cease to be valid and binding on or
         enforceable against any Loan Party intended to be a party to it, or any
         such Loan Party shall so state in writing; or

                  (l) an "Event of Default" (as defined in the Senior Notes
         Documents) shall have occurred and be continuing under the Senior Notes
         Documents after the expiration of any applicable grace period specified
         therein; or

                  (m) a Change of Control shall occur; or

                  (n) TO USA shall do any of the following:

                           (i) create, incur, assume or suffer to exist any
                  Indebtedness other than (A) the Acquisition Bridge Loans in an
                  aggregate principal amount not to exceed $135,000,000 or (B)
                  the issuance and sale of other Indebtedness of TO USA
                  (including,



                                      -78-
<PAGE>   85

                  without limitation, preferred stock of TO USA) on terms and
                  conditions no less favorable to the Parent or any of its
                  Subsidiaries or to the rights or interests of the
                  Administrative Agent or any of the Guaranteed Parties than the
                  terms and conditions of the Acquisition Bridge Facility
                  Documents;

                           (ii) create, incur, assume or suffer to exist any
                  Lien on any of its property or assets other than (A) Permitted
                  Liens of the type described in clauses (a) or (f) of the
                  definition therefor set forth in Section 1.1 and (B) a pledge
                  of the Capital Stock of its first tier Subsidiaries in favor
                  of the administrative agent and the lenders under the
                  Acquisition Bridge Facility Documents;

                           (iii) so long as any Indebtedness of TO USA shall be
                  outstanding, make any TO USA Restricted Payments other than
                  the issuance of warrants to purchase common stock of TO USA
                  under, and in accordance with the terms set forth in the
                  Acquisition Bridge Facility Documents, and the issuance of
                  common stock of TO USA to the holders of such warrants upon
                  the exercise thereof; or

                           (iv) engage in any business or activities other than
                  (A) the holding of the Capital Stock of the Parent, Newmark
                  and its other Subsidiaries existing as of the date hereof and
                  (B) the performance of its Obligations under the Acquisition
                  Bridge Facility Documents;

then, and in any such event, the Administrative Agent (1) shall at the request
or may with the consent of the Required Lenders, by notice to the Borrower,
declare the Commitments of each Lender and the obligation of each Lender to make
Loans (other than the obligation to make Revolving Credit Loans to reimburse
Swing Line Loans pursuant to Section 4.2 and drawings on Letters of Credit
pursuant to Section 5.4) and of the Issuing Lender to issue Letters of Credit to
be terminated, whereupon the same shall forthwith terminate, and (2) shall at
the request, or may with the consent, of the Required Lenders, by notice to the
Borrower, declare the Notes, all interest thereon and all other amounts payable
under or in respect of this Agreement and the other Loan Documents to be
forthwith due and payable, whereupon the Notes, all such interest and all such
amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrower; provided, however, that in the event of an actual or
deemed entry of an order for relief with respect to the Borrower under the
Federal Bankruptcy Code, (x) the Commitments of each Lender and the obligation
of each Lender to make Loans (other than the obligation to make Revolving Credit
Loans to reimburse Swing Line Loans pursuant to Section 4.2 and drawings on
Letters of Credit pursuant to Section 5.4) and of the Issuing Lender to issue
Letters of Credit shall automatically be terminated and (y) the Notes, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or further notice of any kind, all of which
are hereby expressly waived by the Borrower.

With respect to all Letters of Credit with respect to which presentment for
honor shall not have occurred at the time of an acceleration pursuant to the
preceding paragraph, the Borrower shall at such time deposit in the L/C Cash
Collateral Account an amount equal to the aggregate then undrawn and unexpired
amount of such Letters of Credit. Amounts held in the L/C Cash Collateral
Account shall be applied by the Administrative Agent to the payment of drafts
drawn under such Letters of Credit, and the unused portion thereof after all
such Letters of Credit shall have expired or been fully drawn upon, if any,
shall be applied to repay other Obligations of the Borrower hereunder and under
the other Loan Documents. After all such Letters of Credit shall have expired or
been fully drawn, all Reimbursement Obligations shall have been satisfied, all
of the Commitments shall have been terminated and all other Obligations of the
Borrower hereunder and under the other Loan Documents shall have been paid in
full, the balance, if any, in the L/C Cash Collateral Account



                                      -79-
<PAGE>   86

shall be returned to the Borrower. The Borrower shall execute and deliver to the
Administrative Agent, for the account of the Issuing Lender and the L/C
Participants, such further documents and instruments as the Administrative Agent
may request to evidence the creation and perfection of the security interest of
the Administrative Agent, on behalf of the Lenders, in the L/C Cash Collateral
Account.

                  SECTION 12. THE ADMINISTRATIVE AGENT

                  12.1 Appointment.

                  (a) Each Lender hereby irrevocably designates and appoints the
         Administrative Agent as the Administrative 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.

                  (b) The Arranger shall not have any powers or discretion under
         this Agreement or any of the other Loan Documents other than those
         bestowed upon it as an agent from time to time by the Administrative
         Agent pursuant to Section 12.2, and each of the Lenders and the
         Borrower hereby acknowledges that the Arranger shall not have any
         liability under this Agreement or any of the other Loan Documents.

                  12.2 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.

                  12.3 Exculpatory Provisions. Neither the Administrative Agent
nor any of its 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 for 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 Administrative Agent 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 Administrative Agent 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.

                  12.4 Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any Note, writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or



                                      -80-
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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, without limitation, counsel to the
Borrower or any other Loan Party), 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 as it deems appropriate or it shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Required 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.

                  12.5 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; 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.

                  12.6 Non-Reliance on Administrative Agent and Other Lenders.
Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
has made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Borrower or any other Loan Party, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative 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 the other
Loan Parties 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 the Administrative 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. Except for notices, reports and other documents expressly required to
be furnished to the Lenders by the Administrative Agent hereunder or under the
other Loan Documents, 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 other Loan
Party which may come into the possession of the Administrative Agent or any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

                  12.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the



                                      -81-
<PAGE>   88

Borrower to do so), ratably according to their respective Pro Rata Share of
Credit Exposures in effect on the date on which indemnification is sought, from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Loans) be imposed on, incurred by or asserted
against the Administrative 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 or any
action taken or omitted by the Administrative 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 solely
from the Administrative Agent's gross negligence or willful misconduct. In the
case of any claim, investigation, litigation or proceeding for which indemnity
under this Section 12.7 applies, such indemnity shall apply whether or not such
claim, investigation, litigation or proceeding is brought by the Administrative
Agent, any Lender or a third party. The failure of any Lender to reimburse the
Administrative Agent promptly upon demand for its ratable share of any amount
required to be paid by such Lender to the Administrative Agent as provided
herein shall not relieve any other Lender of its obligation hereunder to
reimburse the Administrative Agent for its ratable share of such amount, but no
other Lender shall be responsible for such other Lender's ratable share of such
amount. The agreements in this Section shall survive the termination of all
Commitments and the payment of the Loans and all other amounts payable
hereunder.

                  12.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower and the other
Loan Parties as though the Administrative Agent were not the Administrative
Agent hereunder and under the other Loan Documents. With respect to the Loans
made by it, the Administrative 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 the Administrative Agent, and the terms "Lender" and
"Lenders" shall include the Administrative Agent in its individual capacity.

                  12.9 Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent at any time by giving notice thereof to the
Lenders and the Borrower. Upon any such resignation, the Required Lenders shall
have the right to appoint a successor Administrative Agent. If no successor
Administrative Agent shall have been appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative
Agent's giving of notice of resignation, then the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative Agent which
shall be a commercial bank organized under the laws of the United States of
America or any state thereof and having a combined capital and surplus of at
least $100,000,000. If within 45 days after written notice is given by the
retiring Administrative Agent's resignation no successor Administrative Agent
shall have been appointed and shall have accepted such appointment, then on such
45th day (a) the retiring Administrative Agent's resignation shall become
effective, (b) the retiring Administrative Agent shall thereupon be discharged
from its duties and obligations under the Loan Documents and (c) the Required
Lenders shall thereafter perform all duties and obligations of the retiring
Administrative Agent under the Loan Documents until such time, if any, as the
Required Lenders appoint a successor Administrative Agent. Upon acceptance of
any appointment as Administrative Agent hereunder by a successor, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations under the Loan Documents. After any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the provisions of this
Section 12 shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Administrative Agent.



                                      -82-
<PAGE>   89

                  SECTION 13. MISCELLANEOUS

                  13.1 Amendments and Waivers. No amendment or waiver of any
provision of this Agreement, the Notes or any other Loan Document, nor consent
to any departure by any of the Loan Parties therefrom, shall in any event be
effective unless the same shall be in writing and signed by the Required
Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that

                  (a) no amendment, waiver or consent shall, unless in writing
         and signed by all of the Lenders, do any of the following at any time:

                           (i) waive any of the conditions specified in Section
                  8.1, 8.2 or 8.3;

                           (ii) change the number of Lenders or the percentage
                  of the Commitments or the aggregate outstanding principal
                  amount of Loans or the aggregate face amount of outstanding
                  Letters of Credit that, in each case, shall be required for
                  the Lenders or any of them to take any action hereunder or
                  thereunder;

                           (iii) release all or substantially all of the value
                  of the guarantees of the Parent and its Subsidiaries under the
                  Guarantee; or

                           (iv) amend Section 6.9 or this Section 13.1; and

                  (b) no amendment, waiver or consent shall, unless in writing
         and signed by the Required Lenders and each Lender that has a
         Commitment under, or is owed any amounts under or in respect of, the
         Term Loan Commitments or the Revolving Credit Commitments, as
         applicable, if such Lender is directly affected by such amendment,
         waiver or consent:

                           (i) increase the Commitments of such Lender (other
                  than increases of the Revolving Credit Commitments in
                  accordance with Section 3.5);

                           (ii) reduce the principal of, or stated rate of
                  interest on, the Notes held by such Lender or any fees or
                  other amounts payable hereunder to such Lender;

                           (iii) postpone any date scheduled for any payment of
                  principal of, or interest on, the Notes or any date fixed or
                  any payment of fees hereunder or any other Loan Documents
                  (other than extensions of the Revolving Credit Termination
                  Date or the Term Loan Maturity Date in accordance with Section
                  6.15); or

                           (iv) change the order of application of any reduction
                  in the Commitments or any prepayment of Loans between the Term
                  Loans from the application thereof set forth in the applicable
                  provisions of Section 6.5 and 6.6(c), respectively, in any
                  manner that requires the permanent reduction of the Revolving
                  Credit Commitments at any time when all or a portion of the
                  Term Loans remains in effect;



                                      -83-
<PAGE>   90

                  (c) no amendment, waiver or consent shall, unless in writing
         and signed by the Swing Line Lender or the Issuing Lender, as the case
         may be, in addition to the Lenders required above to take such action,
         affect the rights or obligations of the Swing Line Lender or of the
         Issuing Lender, as the case may be, under this Agreement; and

                  (d) no amendment, waiver or consent shall, unless in writing
         and signed by the Administrative Agent in addition to the Lenders
         required above to take such action, affect the rights or duties of the
         Administrative Agent under this Agreement and the other Loan Documents.

Notwithstanding any of the foregoing provisions of this Section 13.1, none of
the defined terms set forth in Section 1.1 shall be amended, supplemented or
otherwise modified in any manner that would change the meaning, purpose or
effect of this Section 13.1 or any section referred to herein unless such
amendment, supplement or modification is agreed to in writing by the number and
percentage of Lenders (and the Swing Line Lender, the Issuing Lender and the
Administrative Agent, if applicable) otherwise required to amend such section
under the terms of this Section 13.1.

                  13.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand,
when delivered, (b) in the case of delivery by mail, three days after being
deposited in the mails, postage prepaid, (c) in the case of delivery by
facsimile transmission, when sent and receipt has been electronically confirmed
and (d) in the case of delivery by nationally recognized overnight courier, one
day after being sent, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth in Schedule 1 in the case of the other
parties hereto, or to such other address as may be hereafter notified by the
respective parties hereto:

                  The Borrower:             Engle Homes, Inc.
                                            123 N.W. 13th Street
                                            Boca Raton, Florida  33432
                                            Attention: David Shapiro
                                            Fax: (561) 338-5634
                                            Telephone: (561) 391-4012

                           with a copy to:  Technical Olympic USA, Inc.
                                            1200 Soldiers Field Drive
                                            Sugar Land, Texas 77479
                                            Attention: Holly Hubenak, Esq.
                                            Fax: (281) 243-0116
                                            Telephone: (281) 243-0127

                  The Administrative Agent: Bank of America, N.A.
                                            Mail Code IL1-231-12-18
                                            231 South LaSalle Street, 12th Floor
                                            Chicago, Illinois 60697
                                            Attention: Kelley Prentiss
                                            Fax: (312) 974-4970
                                            Telephone: (312) 828-7363



                                      -84-
<PAGE>   91

                           with a copy to:  Cadwalader, Wickersham & Taft
                                            227 West Trade Street
                                            Suite 2400
                                            Charlotte, North Carolina 28202
                                            Attention: James P. Carroll, Esq.
                                            Fax: (704) 348-5200
                                            Telephone: (704) 348-5116

provided, that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to Section 2.2, 3.2, 3.4, 4.1, 6.3 or 6.5 shall not be
effective until received.

                  13.3 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.

                  13.4 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.

                  13.5 Payment of Expenses and Taxes. The Borrower agrees:

                  (a) to pay or reimburse the Administrative Agent and the
         Arranger for all its reasonable 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, without limitation, the reasonable fees and disbursements of
         counsel to the Administrative Agent, but subject, for any such costs
         and expenses incurred on or prior to the Acquisition Closing Date, to
         the limitations set forth in the Commitment Letter, dated as of October
         11, 2000, among TO USA, the Administrative Agent and the Arranger;

                  (b) to pay or reimburse each Lender, the Administrative Agent
         and the Arranger 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 other documents prepared in
         connection herewith or therewith, including, without limitation, the
         fees and disbursements of counsel to each Lender and of counsel to the
         Administrative Agent;

                  (c) to pay, indemnify, and hold each Lender, the
         Administrative Agent and the Arranger harmless 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, which 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 other
         documents prepared in connection herewith or therewith; and



                                      -85-
<PAGE>   92

                  (d) to indemnify and hold harmless the Administrative Agent,
         the Arranger, each Lender and each of their Affiliates and their
         officers, directors, employees, agents, advisors and other
         representatives (each an "Indemnified Party") from and against (and
         will reimburse each Indemnified Party as the same are incurred for) any
         and all claims, damages, losses, liabilities and expenses (including,
         without limitation, the reasonable fees, disbursements and other
         charges of counsel) that may be incurred by or asserted or awarded
         against any Indemnified Party, in each case arising out of or in
         connection with or by reason of (including, without limitation, in
         connection with any investigation, litigation or proceeding or
         preparation of a defense in connection therewith) any aspect of the
         Transactions, the Commitments, the actual or proposed use of the
         proceeds of the Loans or the Letters of Credit, the Loan Documents, the
         Engle Acquisition Documents or any of the transactions contemplated
         thereby, including, without limitation, any acquisition or proposed
         acquisition by TO USA or any Loan Party or any of their respective
         Subsidiaries or Affiliates of all or any portion of the Capital Stock
         of or debt securities or substantially all of the assets of any other
         Person or the violation of, noncompliance with or liability under, any
         Environmental Law applicable to the operations of any Loan Party or any
         of the Properties, except to the extent such claim, damage, loss,
         liability or expense resulted from such Indemnified Party's gross
         negligence or willful misconduct. In the case of an investigation,
         litigation or proceeding to which the indemnity in clause (d) applies,
         such indemnity shall be effective whether or not such investigation,
         litigation or proceeding is brought by any Loan Party or any of their
         Affiliates or creditors or an Indemnified Party, whether or not an
         Indemnified Party is otherwise a party thereto and whether or not any
         aspect of the Transactions is consummated.

                  (e) The Borrower also agrees that no Indemnified Party shall
         have any liability (whether direct or indirect, in contract or tort or
         otherwise) to any Loan Party or any of their Affiliates arising out of,
         related to or in connection with (i) any aspect of the Transactions,
         the Commitments, the actual or proposed use of the proceeds of the
         Loans or the Letters of Credit, the Loan Documents, the Engle
         Acquisition Documents or any of the transactions contemplated thereby,
         except for direct, as opposed to consequential, damages resulted from
         such Indemnified Party's gross negligence or willful misconduct or (ii)
         the use by others of information or other materials obtained through
         the internet, electronic, telecommunications or other similar
         information systems in connection with any aspect of the Transaction.
         The agreements in this Section shall survive the termination of all
         Commitments and the payment of the Loans and all other amounts payable
         hereunder.

                  13.6 Successors and Assigns; Participations and Assignments.

                  (a) This Agreement shall be binding upon and inure to the
         benefit of the Borrower, the Lenders, the Administrative Agent 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, in the ordinary course of its commercial
         banking business and in accordance with applicable law, at any time
         sell to one or more banks or other entities ("Participants")
         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



                                      -86-
<PAGE>   93

         directly with such Lender in connection with such Lender's rights and
         obligations under this Agreement and the other Loan Documents. The
         Borrower agrees that if amounts outstanding under this Agreement are
         due or unpaid, or shall have been declared or shall have become due and
         payable upon the occurrence of an Event of Default, each Participant
         shall, to the maximum extent permitted by applicable law, be deemed to
         have the right of setoff in respect of its participating interest in
         amounts owing under this Agreement to the same extent as if the amount
         of its participating interest were owing directly to it as a Lender
         under this Agreement, provided that, in purchasing such participating
         interest, such Participant shall be deemed to have agreed to share with
         the Lenders the proceeds thereof as provided in Section 13.7(a) as
         fully as if it were a Lender hereunder. The Borrower also agrees that
         each Participant shall be entitled to the benefits of Sections 6.11,
         6.12, and 6.13 with respect to its participation in the Commitments and
         the Loans outstanding from time to time as if it was a Lender;
         provided, that, in the case of Section 6.12, 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.

                  (c) Any Lender may, in accordance with applicable law, at any
         time and from time to time assign to any Eligible Assignee (an
         "Assignee") all or any part of its rights and obligations under this
         Agreement and the other Loan Documents pursuant to an Assignment and
         Acceptance, substantially in the form of Exhibit H, with appropriate
         completions (an "Assignment and Acceptance"), executed by such
         Assignee, such assigning Lender (and, in the case of an Assignee that
         is not then a Lender or an Affiliate thereof, by the Borrower and the
         Administrative Agent) and delivered to the Administrative Agent for its
         acceptance and recording in the Register; provided, that until such
         time as the Arranger (or the Administrative Agent on its behalf) shall
         have notified the Lenders that the syndication of the Commitments has
         been completed, no such assignment shall be permitted, and no Lender
         shall engage in any discussions with any Person relating to any such
         assignment or potential assignment, without the prior written consent
         of the Arranger or the Administrative Agent; provided, further, that,
         in the case of any such assignment to an additional bank or financial
         institution, the sum of the aggregate principal amount of the Loans,
         the aggregate amount of the L/C Obligations and the aggregate amount of
         the Available RC Commitments being assigned and, if such assignment is
         of less than all of the rights and obligations of the assigning Lender,
         the sum of the aggregate principal amount of the Loans, the aggregate
         amount of the L/C Obligations and the aggregate amount of the Available
         RC Commitments remaining with the assigning Lender are each not less
         than $10,000,000 (or such lesser amount as may be agreed to by the
         Borrower and the Administrative Agent); provided, however, that the
         limitation set forth in the immediately preceding proviso shall not be
         applicable following the occurrence and during the continuation of an
         Event of Default. 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
         Commitments as set forth therein, and (y) the assigning Lender
         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 or the
         remaining portion of an assigning Lender's rights and obligations under
         this Agreement, such assigning Lender shall cease to be a party
         hereto). Notwithstanding any provision of this paragraph (c) and
         paragraph (e) of this Section, the consent of the Borrower shall not be
         required, and, unless requested by the Assignee and/or the assigning
         Lender, new Notes shall not be required to be executed and delivered by
         the Borrower, for any assignment which occurs at any time when an Event
         of Default shall have occurred and be continuing.



                                      -87-
<PAGE>   94

                  (d) The Administrative Agent, on behalf of the Borrower, shall
         maintain at the address of the Administrative Agent referred to in
         Section 13.2 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 Commitments of, and principal amounts
         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 may (and, in the
         case of any Loan or other obligation hereunder not evidenced by a Note,
         shall) treat each Person whose name is recorded in the Register as the
         owner of a Loan or other obligation hereunder as the owner thereof for
         all purposes of this Agreement and the other Loan Documents,
         notwithstanding any notice to the contrary. Any assignment of any Loan
         or other obligation hereunder not evidenced by a Note shall be
         effective only upon appropriate entries with respect thereto being made
         in the Register. The Register shall be available for inspection by the
         Borrower or any Lender at any reasonable time and from time to time
         upon reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance executed
         by an assigning Lender and an Assignee (and, in the case of an Assignee
         that is not then a Lender or an affiliate thereof, by the Borrower and
         the Administrative Agent) 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) on the effective date determined pursuant thereto
         record the information contained therein in the Register and give
         notice of such acceptance and recordation to the Lenders and the
         Borrower.

                  (f) The Borrower authorizes each Lender to disclose to any
         Participant or Assignee (each, a "Transferee") and any prospective
         Transferee, subject to the provisions of Section 13.14, 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.

                  (g) For avoidance of doubt, the parties to this Agreement
         acknowledge that the provisions of this Section concerning assignments
         of Loans and Notes relate only to absolute assignments and that such
         provisions do not prohibit assignments creating security interests,
         including, without limitation, any pledge or assignment by a Lender of
         any Loan or Note to any Federal Reserve Bank in accordance with
         applicable law.

                  13.7 Set-off. 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 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. Each Lender agrees
promptly to notify the Borrower and the Administrative Agent after any such
set-off and application made by such Lender; provided, that the failure to give
such notice shall not affect the validity of such set-off and application.

                  13.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission of signature pages hereto), and all of said
counterparts taken together shall be deemed to constitute one and the same



                                      -88-
<PAGE>   95

instrument. A set of the copies of this Agreement signed by all the parties
shall be lodged with the Borrower and the Administrative Agent.

                  13.9 Severability. Any provision of this Agreement which 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.

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

                  13.11 Submission To Jurisdiction; Waivers. The Borrower 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 of
         America 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 the Borrower at its address set forth in Section 13.2 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.

                  13.12 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 Administrative Agent 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 Borrower and the other Loan Parties,
         on one hand, and Administrative Agent and Lenders, on the other hand,
         in connection herewith or therewith is solely that of debtor and
         creditor; and



                                      -89-
<PAGE>   96

                  (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.



                                      -90-
<PAGE>   97

                  13.13 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE
AGENT 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.

                  13.14 Confidentiality. Each Lender agrees to keep confidential
any written or oral information (a) provided to it by or on behalf of the
Borrower, any of its Subsidiaries or any of its Affiliates pursuant to or in
connection with this Agreement or (b) obtained by such Lender based on a review
of the books and records of the Borrower or any of its Subsidiaries; provided,
that nothing herein shall prevent any Lender from disclosing any such
information (i) to the Administrative Agent or any other Lender, (ii) to any
Transferee which receives such information having been made aware of the
confidential nature thereof and which agrees to comply with the provisions of
this Section 13.14, (iii) to its employees, directors, agents, attorneys,
accountants and other professional advisors, (iv) upon the request or demand of
any examiner or other Governmental Authority having jurisdiction over such
Lender, (v) in response to any order of any court or other Governmental
Authority or as may otherwise be required pursuant to any Requirement of Law,
(vi) which has been publicly disclosed other than in breach of this Agreement,
or (vii) in connection with the exercise of any remedy hereunder.

                  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.


                                       ENGLE HOMES, INC.
                                         a Florida corporation
                                         as Borrower



                                       By:   /s/ DAVID SHAPIRO
                                          --------------------------------------
                                          Name:  David Shapiro
                                          Title: Vice President


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



                                       By:   /s/ KELLEY PRENTISS
                                          --------------------------------------
                                          Name:  Kelley Prentiss
                                          Title: Vice President



                                      -91-
<PAGE>   98

                                                                      SCHEDULE 1

               LENDERS, COMMITMENTS AND APPLICABLE LENDING OFFICES


<TABLE>
<CAPTION>
                                                                  Term Loan       Revolving Credit
                            Lender and Lending Offices            Commitment         Commitment
                            --------------------------            ----------      ----------------
<S>                                                              <C>              <C>
                      BANK OF AMERICA, N.A.                      $100,000,000       $275,000,000

                      Applicable Lending Offices:

                      Base Rate Loans and Eurodollar Loans:

                      Bank of America, N.A.
                      231 South LaSalle Street, 12th Floor
                      Chicago, IL 60697
                      Attention: Jane Blomquist
                      Fax: (312) 828-2838
                      Telephone: (312) 828-8668

                      Total:                                     $100,000,000       $275,000,000
                                                                 ============       ============
</TABLE>