<PAGE>

                                                                   Exhibit 10.45

December 21,  2000

NOVA Corporation
NOVA Information Systems, Inc.
One Concourse Parkway, Suite 300
Atlanta, GA 30328
Attn:  Stephen M. Scheppmann

          Re:  $50,000,000 Revolving Credit Facility
               -------------------------------------

Ladies and Gentlemen:

BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative Agent") and
the lenders from time to time party hereto (the "Lenders") are pleased to make
                                                 -------
available to NOVA Corporation, a Georgia corporation ("NOVA") and NOVA
                                                       ----
Information Systems, Inc., a Georgia corporation ("NIS"; each of NOVA and NIS,
                                                   ---
individually, a "Borrower" and collectively, the "Borrowers"), a revolving
                 --------                         ---------
credit facility on the terms and subject to the conditions set forth below.
Terms not defined herein have the meanings assigned to them in Exhibit A hereto.
                                                               ---------

1.  The Facility.

     (a)  The Commitment.  Subject to the terms and conditions set forth herein,
          the Lenders agree to make available to the Borrowers until the
          Maturity Date a revolving credit facility providing for loans
          ("Loans") in an aggregate principal amount not exceeding at any time
            -----
          $50,000,000 (the "Commitment") in an amount equal to each Lender's
                            ----------
          Commitment Percentage as set forth on Schedule 1.1(a).  Within the
                                                ---------------
          foregoing limit, the Borrowers may borrow, repay and reborrow Loans
          until the Maturity Date.

     (b)  Borrowings, Conversions, Continuations.  Each of the Borrowers may
          request that Loans be (i) made as or converted to Base Rate Loans by
          irrevocable notice to be received by the Administrative Agent not
          later than 2 p.m. (Charlotte time) on the Business Day of the
          borrowing or conversion, or (ii) made or continued as, or converted
          to, Eurodollar Rate Loans by irrevocable notice to be received by the
          Administrative Agent not later than 2 p.m. (Charlotte time) three
          Business Days prior to the Business Day of the borrowing, continuation
          or conversion. In each case, the Administrative Agent shall promptly
          give notice of each borrowing request to each Lender by telecopier.
          If the Borrowers fail to give a notice of conversion or continuation
          prior to the end of any Interest Period in respect of any Eurodollar
          Rate Loan, the Borrowers shall be deemed to have requested that such
          Loan be converted to a Base Rate Loan on the last day of the
          applicable Interest Period. Notices pursuant to this Paragraph 1(b)
                                                               --------------
          may be given by telephone if promptly confirmed in writing.

          Each Eurodollar Rate Loan shall be in a principal amount of $1,000,000
          or a whole multiple of $500,000 in excess thereof.  Each Base Rate
          Loan shall be in a minimum principal amount of $500,000 or a whole
          multiple of $100,000 in excess thereof.  There shall not be more than
          5 different Interest Periods in effect at any time.

     (c)  Funding Mechanics.  Each Lender shall, before 3:30 p.m. (Charlotte
          time)  on the date of such borrowing, make available to the
          Administrative Agent at its address referred to in Schedule 1.1(a), in
                                                             ---------------
          immediately available funds, such Lender's ratable portion of such
          borrowings.  Promptly after the Administrative Agent's receipt of such
          fund and upon fulfillment of the applicable conditions set forth in
          Paragraph 2, the Administrative Agent will make such funds available
          -----------
          to the Borrowers by depositing the same in an account of

<PAGE>

          the Borrowers maintained with the Administrative Agent and designated
          by the Borrowers in the relevant notice of borrowing.

          Unless the Administrative Agent shall have received notice from a
          Lender prior to the date of any borrowing that such Lender will not
          make such funds available, the Administrative Agent may assume that
          such Lender has made such portion available to the Administrative
          Agent on the date of such borrowing in accordance with the terms
          hereof and the Administrative Agent may, in reliance upon such
          assumption make available to the Borrowers on such date a
          corresponding amount.  If and to the extent that such Lender shall not
          have made its ratable portion available to the Administrative Agent,
          such Lender and the Borrowers severally agree to repay to the
          Administrative Agent forthwith on demand (provided, that such demand
          shall be first made to such Lender prior to such demand being made to
          the Borrowers) such corresponding amount together with interest
          thereon, for each day from the date such amount is made available to
          the Borrowers until the date such amount is repaid to the
          Administrative Agent at (i) in the case of the Borrowers, the interest
          rate otherwise applicable to Loans and (ii) in the case of a Lender
          the Federal Funds Rate.  If such Lender shall repay to the
          Administrative Agent such corresponding amount, such amount so repaid
          shall constitute such Lender's portion of the Loan so requested (and
          such Loan shall be deemed to have been made by such Lender on the date
          when such amount is repaid to the Administrative Agent).  The failure
          of any Lender to make its portion of a Loan shall not relieve any
          other Lender of its obligation hereunder to make its portion of a
          Loan, but no Lender shall be responsible for the failure of any other
          Lender to make its portion of any Loan.  Nothing in the Paragraph 1(c)
                                                                  --------------
          shall be deemed to relieve any Lender from its obligation to fulfill
          its Commitment hereunder or to prejudice any rights the Borrowers may
          have against such Lender as a result of such Lender's failure to
          fulfill such Commitment hereunder.

     (d)  Interest.  At the option of the Borrowers, Loans shall bear interest
          at a rate per annum equal to (A) from the date hereof through the
          first Calculation Date under the Incorporated Agreement to occur with
          respect to the Borrowers' fiscal quarter ending December 31, 2000, (i)
          the Eurodollar Rate plus 1.25% or (ii) the Base Rate and (B) on and
                              ----
          after the first Calculation Date under the Incorporated Agreement to
          occur with respect to the Borrowers' fiscal quarter ending December
          31, 2000, (i) the Applicable Percentage for Eurodollar Loans as then
          determined under the Incorporated Agreement plus 0.25% or (ii) the
                                                      ----
          Applicable Percentage for Base Rate Loans as then determined under the
          Incorporated Agreement plus 0.25%.  Interest on Base Rate Loans shall
                                 ----
          be calculated on the basis of a year of 365 or 366 days and actual
          days elapsed.  All other interest hereunder shall be calculated on the
          basis of a year of 360 days and actual days elapsed.

          The Borrowers promise to pay interest (i) for each Eurodollar Rate
          Loan, (A) on the last day of the applicable Interest Period, and (B)
          on the date of any conversion of such Loan to a Base Rate Loan; (ii)
          for Base Rate Loans, on the last Business Day of each calendar month;
          and (iii) for all Loans, on the Maturity Date.  If the time for any
          payment is extended by operation of law or otherwise, interest shall
          continue to accrue for such extended period.

          After the date any principal amount of any Loan is due and payable
          (whether on the Maturity Date, upon acceleration or otherwise), or
          after any other monetary obligation hereunder shall have become due
          and payable, the Borrower shall pay, but only to the extent permitted
          by law, interest (after as well as before judgment) on such amounts at
          a rate per annum equal to the Base Rate plus 2%.  Such interest shall
          be payable on demand.

                                       2

<PAGE>

          In no case shall interest hereunder exceed the amount that a Lender
          may charge or collect under applicable law.

     (e)  Evidence of Loans.  The Loans and all payments and obligations
          hereunder shall be evidenced by each Lender's loan accounts and
          records and the Notes, substantially in the form of Exhibit B.  Each
                                                              ---------
          Lender's loan accounts and records shall be conclusive absent manifest
          error of the amount of the Loans and payments thereon.  Any failure to
          record any Loan or payment thereon or any error in doing so shall not
          limit or otherwise affect the obligation of the Borrowers to pay any
          amount owing with respect to the Loans.

     (e)  Unused Fee.  The Borrowers promise to pay to the Administrative Agent,
          for the account of each Lender, a commitment fee of (i) from the date
          hereof through the first Calculation Date under the Incorporated
          Agreement to occur with respect to the Borrowers' fiscal quarter
          ending December 31, 2000, 0.30% per annum on the actual daily unused
          portion of the Commitment and (ii) on and after the first Calculation
          Date under the Incorporated Agreement to occur with respect to the
          Borrowers' fiscal quarter ending December 31, 2000 plus 0.05%, payable
                                                             ----
          in arrears on the last Business Day of each calendar quarter and on
          the Maturity Date, and calculated on the basis of a year of 360 days
          and actual days elapsed.

     (f)  Repayment.  The Borrowers promise to pay all Loans then outstanding on
          the Maturity Date.  The obligations of the Borrowers, as Borrowers,
          are several and not joint obligations of each of the Borrowers.

     (g)  Prepayments.  The Borrowers may prepay Loans in accordance with and
          subject to the provisions of Section 3.3(a) the Incorporated
          Agreement.

     (h)  Commitment Reductions.  The Borrowers may, upon five Business Days'
          notice, reduce or cancel the undrawn portion of the Commitment,
          provided, that the amount of such reduction is not less than
          --------
          $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

2.   Conditions Precedent to Loans.

     (a)  Conditions Precedent to Initial Loan.  As a condition precedent to the
          initial Loan hereunder, the Administrative Agent must receive the
          following from the Borrowers in form satisfactory to the
          Administrative Agent:

          (i)   three original duplicates of this Agreement duly executed and
                delivered on behalf of the Borrowers, the Guarantors, the
                Lenders and the Administrative Agent;

          (ii)  appropriate authorizing resolutions for the Borrowers and the
                Guarantors;

          (iii) such other documents and certificates (including a legal
                opinion) as the Administrative Agent may reasonably request;

          (iv)  payment of the agreed-upon upfront fees and reasonable legal
                fees and expenses of counsel to the Administrative Agent; and

          (v)   the Notes duly executed and delivered by each of the Borrowers.

                                       3

<PAGE>

     (b)  Conditions to Each Borrowing, Continuation and Conversion.  As a
          condition precedent to each borrowing (including the initial
          borrowing), conversion and continuation of any Loan:

          (i)   The Borrowers must furnish the Administrative Agent with, as
                appropriate, a notice of borrowing, conversion or continuation;

          (ii)  each  representation and warranty set forth in Paragraph 3 below
                                                               -----------
                shall be true and correct in all material respects as if made on
                the date of such borrowing, continuation or conversion; and

          (iii) no Default or Event of Default shall have occurred and be
                continuing on the date of such borrowing, continuation or
                conversion.

          Each notice of borrowing and notice of conversion or continuation
          shall be deemed a representation and warranty by the Borrowers that
          the conditions referred to in clauses (ii) and (iii) above have been
          met.

3.   Representations and Warranties.  The Borrowers and the Guarantors hereby
     agree that the representations and warranties contained in Section 6 of the
     Incorporated Agreement and any and all Additional Incorporated Agreement
     Representations (collectively, the "Incorporated Representations") are
                                         ----------------------------
     hereby incorporated by reference and shall be as binding on the Borrowers
     and the Guarantors as if fully set forth herein.

4.   Covenants.  So long as principal of and interest on any Loan or any other
     amount payable hereunder or under any other Loan Document remains unpaid or
     unsatisfied and the Commitment has not been terminated, the Borrowers and
     the Guarantors hereby agree that the covenants and agreements applicable to
     them contained in Section 7 (Affirmative Covenants) and Section 8 (Negative
     Covenants) of the Incorporated Agreement, including for purposes of this
     Paragraph 4 each Additional Incorporated Agreement Covenant (collectively,
     -----------
     the "Incorporated Covenants), are hereby incorporated by reference and
          ----------------------
     shall be as binding on the Borrowers and the Guarantors as if fully set
     forth herein.

     Any financial statements, certificates or other documents received by the
     Administrative Agent under the Incorporated Agreement shall be deemed
     delivered hereunder.

5.   Events of Default.  The following are "Events of Default:"
                                            -----------------

     (a)  Any Borrower fails to pay any principal of any Loan as and on the date
          when due; or

     (b)  Any Borrower fails to pay any interest on any Loan, or any commitment
          fee due hereunder, or any portion thereof, within three days after the
          date when due; or any Borrower fails to pay any other fee or amount
          payable to the Administrative Agent to any Lender under any Loan
          Document, or any portion thereof, within five days after the date due;
          or

     (c)  Any Borrower fails to comply with any covenant or agreement
          incorporated herein by reference pursuant to Paragraph 4 above,
                                                       -----------
          subject to any applicable grace period and/or notice requirement set
          forth in Section 9 of the Incorporated Agreement (it being understood
          and agreed that any such notice requirement shall be met by the
          Administrative Agent's or any Lender's giving the applicable notice to
          such Borrower hereunder); or

                                       4

<PAGE>

     (d)  Any representation or warranty in any Loan Document or in any
          certificate, agreement, instrument or other document made or delivered
          by any Borrower pursuant to or in connection with any Loan Document
          proves to have been incorrect when made or deemed made; or

     (e)  Any "Event of Default" specified in Section 9 of the Incorporated
          Agreement, including for purposes of this Paragraph 5(e) each
                                                    --------------
          Additional Incorporated Agreement Event of Default (collectively, the
          "Incorporated Events of Default") occurs and is continuing, without
           ------------------------------
          giving effect to any waiver or amendment thereof pursuant to the
          Incorporated Agreement, it being agreed that each such "Event of
          Default" shall survive any termination, cancellation, discharge or
          replacement of the Incorporated Agreement.

     Upon the occurrence of an Event of Default, the Required Lenders may
     declare the Commitment to be terminated, whereupon the Commitment shall be
     terminated, and/or declare all sums outstanding hereunder and under the
     other Loan Documents, including all interest thereon, to be immediately due
     and payable, whereupon the same shall become and be immediately due and
     payable, without notice of default, presentment or demand for payment,
     protest or notice of nonpayment or dishonor, or other notices or demands of
     any kind or character, all of which are hereby expressly waived; provided,
                                                                      --------
     however, that upon the occurrence of any event specified in Sections 9.1(e)
     -------
     or 9.1(i) of the Incorporated Agreement, the Commitment shall automatically
     terminate, and all sums outstanding hereunder and under each other Loan
     Document, including all interest thereon, shall become and be immediately
     due and payable, without notice of default, presentment or demand for
     payment, protest or notice of nonpayment or dishonor, or other notices or
     demands of any kind or character, all of which are hereby expressly waived.

6.   Guaranty.  The Guarantors hereby agree that the Guaranty contained in
     Section 4 of the Incorporated Agreement (the "Incorporated Guaranty") is
                                                   ---------------------
     incorporated by reference and shall be as binding on the Guarantors as if
     set forth fully herein; provided, however, as incorporated herein "Credit
                             --------  -------
     Party Obligations" means (i) as to either NOVA or NIS, without duplication,
     (a) all obligations of the other Borrower to a Lender, whenever arising,
     under this Agreement, (including, but not limited to, any interest accruing
     after the occurrence of a Bankruptcy Event with respect to any Credit
     Party, regardless of whether such interest is an allowed claim under the
     Bankruptcy Code), and (b) all liabilities and obligations, whenever
     arising, owing from the other Borrower to a Lender, or any Affiliate of a
     Lender, arising under any Hedging Agreement relating to the Loans hereunder
     and (ii) as to each other Guarantor, without duplication, (a) all
     obligations of any of the Borrowers to a Lender, whenever arising, under
     this Agreement (including, but not limited to, any interest accruing after
     the occurrence of a Bankruptcy Event with respect to any Credit Party,
     regardless of whether such interest is an allowed claim under the
     Bankruptcy Code), and (b) all liabilities and obligations, whenever
     arising, owing from any of the Borrowers to a Lender, or any Affiliate of a
     Lender, arising under any Hedging Agreement relating to the Loans
     hereunder.


7.   Other Provisions Relating to the Loans; Miscellaneous.  The parties hereto
     -----------------------------------------------------
     hereby agree that the provisions set forth in Sections 3.6, 3.7, 3.8, 3.9,
     3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 10 and 11 of the Incorporated Agreement
     (the "Additional Incorporated Provisions") are incorporated by reference
           ----------------------------------
     (with such adjustments or modifications as necessary to maintain the
     substance of the provisions contained therein) and shall be binding on the
     parties hereto as if set forth fully herein.  The incorporation by
     reference to the Incorporated Agreement of the Incorporated
     Representations, the Incorporated Covenants, the Incorporated Events of
     Default, the Incorporated Guaranty, the Additional Incorporated Provisions
     and the Incorporated Definitions shall survive the termination of the
     Incorporated Agreement.  The Incorporated Representations, the Incorporated
     Covenants, the Incorporated Events of Default, the Incorporated Guaranty,
     the Additional Incorporated Provisions and the Incorporated Definitions
     (including all exhibits,

                                       5

<PAGE>

     schedules and defined terms referred to therein) are hereby (or, in the
     case of each Additional Incorporated Agreement Representations, the
     Additional Incorporated Agreement Covenants and the Additional Incorporated
     Events of Default, shall, upon its effectiveness, be) incorporated herein
     by reference as if set forth in full herein with appropriate substitutions,
     including the following: (a) all references to "this Credit Agreement"
     shall be deemed to be references to this Agreement; (b) all references to
     "the Administrative Agent" shall be deemed to references to the
     Administrative Agent, (c) all references to a "Lender" or the "Lenders"
     shall be deemed to be references to a Lender or the Lenders, as applicable,
     (d) all references to the "Required Lenders" shall be deemed to be
     references to the Required Lenders; (e) all references to "Default" and
     "Event of Default" shall be deemed to be references to a Default and an
     Event of Default, respectively; (f) all references to "Revolving Loans"
     shall be deemed to be references to the Loans; and (g) all references as to
     "Credit Document" or "Credit Documents" or any similar reference shall be
     deemed refer to this Agreement as well as the other Loan Documents.


Please indicate your acceptance of the Commitment on the foregoing terms and
conditions by returning an executed copy of this Agreement to the undersigned
not later than December __, 2000.

ADMINISTRATIVE AGENT
AND LENDERS:                  BANK OF AMERICA, N.A.,
                              individually in its capacity as a Lender
                              and in its capacity as Administrative Agent


                              By:  /s/ Michael J. McKenney
                                   ------------------------
                              Name:  Michael J. McKenney
                                     ----------------------
                              Title: Managing Director
                                     ----------------------

                              SUNTRUST BANK, ATLANTA,
                              as a Lender

                              By:  /s/ Brian K. Peters
                                   ------------------------
                              Name:  Brian K. Peters
                                     ----------------------
                              Title:  Managing Director
                                      ---------------------

                                       6


<PAGE>

Accepted and Agreed to as of the date first written above:

BORROWERS
AND GUARANTORS:               NOVA CORPORATION

                              By:  /s/ Steve Scheppmann
                                   -------------------------
                              Name:  Steve Scheppmann
                                     -----------------------
                              Title:  Executive Vice President and CFO
                                      --------------------------------
-

                              NOVA INFORMATION SYSTEMS, INC.


                              By:  /s/ Marion Paul Stevenson
                                   -------------------------
                              Name:  Marion Paul Stevenson
                                     ---------------------
                              Title:  Senior Vice President and CFO
                                      ---------------------------------



GUARANTORS:
                              LADCO FINANCIAL GROUP,
                              a California corporation

                              By:  /s/ John Fasano
                                   -------------------------
                              Name:  John Fasano
                                   -------------------------
                              Title:  Vice President
                                      ----------------------

                              NOVA ASSET MANAGEMENT CO.,
                              a Delaware corporation

                              By:  /s/ John Fasano
                                   -------------------------
                              Name:  John Fasano
                                   -------------------------
                              Title:  President
                                      ----------------------

                              NOVA GEORGIA SERVICES, L.P.,
                              a Delaware limited partnership

                              By:  /s/ Marion Paul Stevenson
                                   -------------------------
                              Name:  Marion Paul Stevenson
                                   -------------------------
                              Title:  Senior Vice President and CFO
                                      -----------------------------

                              NOVA GA. COMMAND, INC.,
                              a Delaware corporation

                              By:  /s/ John Fasano
                                   -------------------------
                              Name:  John Fasano
                                   -------------------------
                              Title:  President
                                      ----------------------

                                       7

<PAGE>

                              NOVA INFORMATION SERVICES COMPANY,
                              a Georgia corporation

                              By:  /s/ John Fasano
                                   -------------------------
                              Name:  John Fasano
                                   -------------------------
                              Title:  President
                                      ----------------------

                              NOVA LICENSING CO.,
                              a Delaware corporation

                              By:  /s/ John Fasano
                                   -------------------------
                              Name:  John Fasano
                                   -------------------------
                              Title:  President
                                      ----------------------

                              NOVA TN. COMMAND, INC.,
                              a Tennessee corporation

                              By:  /s/ John Fasano
                                   -------------------------
                              Name:  John Fasano
                                   -------------------------
                              Title:  President
                                      ----------------------

                              PMT SERVICES, INC.,
                              a Tennessee corporation

                              By:  /S/ Marion Paul Stevenson
                                   -------------------------
                              Name:  Marion Paul Stevenson
                                     -----------------------
                              Title:  Senior Vice President and CFO
                                      -----------------------------

                                       8

<PAGE>

                                                                       EXHIBIT A

                                  DEFINITIONS

The parties hereto hereby agree that all capitalized terms not otherwise defined
herein shall have the respective meanings assigned to such terms in the
Incorporated Agreement, as in effect as of the date hereof (the "Incorporated
                                                                 ------------
Definitions") and such Incorporated Definitions are hereby incorporated by
-----------
reference and shall be as binding on the parties as if set forth fully herein.

<TABLE>
<S>                          <C>
Additional Incorporated      A covenant or agreement that is added to Section 7 (Affirmative Covenants)
Agreement Covenant:          Section 8 (Negative Covenants) of the Incorporated Agreement after the date
                             hereof, as such covenant or agreement is in effect on the date so added,
                             without giving effect to any subsequent amendment or other modification
                             thereof.

Additional Incorporated      An "Event of Default" that is added to Section 9 of the Incorporated
Agreement Event of           Agreement after the date hereof, as such "Event of Default" is in effect on
Default:                     the date so added, without giving effect to any subsequent amendment or
                             other modification thereof.

Additional Incorporated      A representation or warranty that is added to Section 6 of the Incorporated
Agreement Representation     Agreement after the date hereof, as such representation of warranty is in
                             effect on the date so added, without giving effect to any subsequent
                             amendment or other modification thereof.

Administrative Agent         Bank of America, N.A. (or any successor thereto)
Agreement:                   This letter agreement, as amended, restated, extended, supplemented or
                             otherwise modified in writing from time to time.

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

Event of Default:            Has the meaning set forth in Paragraph 5.
                                                          -----------
Incorporated Agreement:      The Credit Agreement, dated as of November 16, 1999 among the Borrowers, the
                             guarantors party thereto, the lenders party thereto and Bank of America,
                             N.A., as Administrative Agent for the Lenders.  Unless otherwise specified
                             herein, all references to the Incorporated Agreement shall mean the
                             Incorporated Agreement as in effect on the date hereof, without giving
                             effect to any amendment, supplement or other modification thereto or thereof
                             after the date hereof.

Interest Period              "Interest Period" as such term is defined in the Incorporated Agreement,
                             except that, as used herein, such term shall only refer to an Interest
                             Period with a duration of one (1) month.

Loan Documents:              This Agreement, and each promissory note, certificate, fee letter, and other
                             instrument, document or agreement delivered in connection with this
                             Agreement.

</TABLE>
                                       9

<PAGE>

<TABLE>
<S>                          <C>
Maturity Date:               The earlier of (i) April 30, 2001 or (ii) (a) the effective date of a new
                             364-day credit facility to be entered into by the Borrowers, the Guarantors,
                             certain lenders party thereto and Bank of America, N.A., as Agent or (b) the
                             effective date of a privately placed tranche of debt in the aggregate amount
                             of at least $100,000,000, in each case, the proceeds of which shall be used
                             to refinance all outstanding Loans under this Agreement.

Notes:                       The promissory notes of the Borrowers payable to each Lender in the amount
                             of such Lender's portion of the Commitment, substantially in the form of
                             Exhibit B.
                             ---------

Required Lenders:            (i)  At any time prior to the termination of the Commitment, Lenders holding
                             100% of the total Commitment and (ii) at any time after the termination of
                             the Commitment, Lenders holding 100% of the principal balance of the
                             outstanding Loans.
</TABLE>

                                       10

<PAGE>

                                                                       EXHIBIT B

                            FORM OF PROMISSORY NOTE

                                                            December 21, 2000


          FOR VALUE RECEIVED, [NOVA Corporation] [NOVA Information Systems,
Inc.], a Georgia corporation (the "Borrower") hereby promises to pay, to the
order of _____________________, its successors and assigns (the "Lender"), at
                                                                 ------
the office of Bank of America, N.A., as Administrative Agent (the "Agent"), as
                                                                   -----
set forth in that certain Letter Loan Agreement dated as of December __, 2000
among the Borrower, the other Credit Parties party thereto, the Lenders named
therein (including the Lender) and the Agent (as it may be amended, modified,
extended or restated from time to time, the "Loan Agreement"; all capitalized
                                             --------------
terms not otherwise defined herein shall have the meanings set forth in the Loan
Agreement), but in no event later than the Maturity Date, in Dollars and in
immediately available funds, the aggregate unpaid principal amount of all Loans
made by the Lender to the Borrower pursuant to the Loan Agreement, and to pay
interest from the date hereof on the unpaid principal amount hereof, in like
money, at said office, on the dates and at the rates selected in accordance with
the Loan Agreement.

          Upon the occurrence and during the continuance of an Event of Default,
the balance outstanding hereunder shall bear interest as provided in the Loan
Agreement.  Further, in the event the payment of all sums due hereunder is
accelerated under the terms of the Loan Agreement, this Note, and all other
indebtedness of the Borrower to the Lender shall become immediately due and
payable, without presentment, demand, protest or notice of any kind, all of
which are hereby waived by the Borrower.

          In the event this Note is not paid when due at any stated or
accelerated  maturity, the Borrower agrees to pay, in addition to the principal
and interest, all costs of collection, including reasonable attorneys' fees
actually incurred.

          This Note and the Loans evidenced hereby may be transferred in whole
or in part only by registration of such transfer on the Register maintained by
or on behalf of the Borrower as provided in the Loan Agreement.

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

                                       11

<PAGE>

          IN WITNESS WHEREOF, the Borrower has caused this Note to be duly
executed by its duly authorized officer as of the day and year first above
written.

                                      [BORROWER],
                                      a Georgia corporation


                                      By: /s/ Steve Scheppmann
                                         ------------------------
                                      Name: Steve Scheppmann
                                           ----------------------
                                      Title:  Executive Vice President and CFO
                                              --------------------------------

                                       12

<PAGE>

                                                                 Schedule 1.1(a)
                                                                 ---------------


                           Lender's Lending Addresses
                           and Commitment Percentages


                                                        Commitment
                                                        Percentage
                                                        ----------



Bank of America, N.A.                                       50%
Credit Services
101 N. Tryon Street
NC1-001-15-03
Charlotte, North Carolina 28255
Telephone:  (704) 386-3781
Telecopier:  (704) 409-0056


SunTrust Bank Atlanta                                       50%

                                       13