ADVANCE PARADIGM INC
CERDIT AGREEMENT-OCTOBER 2, 2000
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>11
<FILENAME>d80933ex10-4.txt
<DESCRIPTION>CERDIT AGREEMENT-OCTOBER 2, 2000
<TEXT>

<PAGE>   1
                                                                    EXHIBIT 10.4



                                  $825,000,000

                                CREDIT AGREEMENT

                           Dated as of October 2, 2000

                                     Among

                             ADVANCE PARADIGM, INC.
                                  as Borrower

                                      and

                    THE SUBSIDIARY GUARANTORS PARTIES HERETO
                            as Subsidiary Guarantors

                                       and

                  THE INITIAL LENDERS, INITIAL ISSUING BANK AND
                          SWING LINE BANK NAMED HEREIN
          as Initial Lenders, Initial Issuing Bank and Swing Line Bank

                                       and

                              BANK OF AMERICA, N.A.
                               as Collateral Agent

                                       and

                              BANK OF AMERICA, N.A.
                             as Administrative Agent

                                       and

                                 BANK ONE, N.A.
                             as Documentation Agent

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
               as Book-Runner, Lead Arranger and Syndication Agent

                                       and

                         BANC OF AMERICA SECURITIES LLC
                  as Joint Book-Runner and Joint Lead Arranger





<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                Page
<S>                                                                                                           <C>
                                                   ARTICLE I

                                       DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms...............................................................................2
SECTION 1.02. Computation of Time Periods; Other Definitional Provisions.........................................33
SECTION 1.03. Accounting Terms...................................................................................33

                                                   ARTICLE II

                                       AMOUNTS AND TERMS OF THE ADVANCES
                                           AND THE LETTERS OF CREDIT

SECTION 2.01. The Advances and the Letters of Credit.............................................................33
SECTION 2.02. Making the Advances................................................................................36
SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit.................................38
SECTION 2.04. Repayment of Advances..............................................................................40
SECTION 2.05. Termination or Reduction of the Commitments........................................................44
SECTION 2.06. Prepayments........................................................................................45
SECTION 2.07. Interest...........................................................................................48
SECTION 2.08. Fees...............................................................................................49
SECTION 2.09. Conversion of Advances.............................................................................50
SECTION 2.10. Increased Costs, Etc...............................................................................50
SECTION 2.11. Payments and Computations..........................................................................52
SECTION 2.12. Taxes..............................................................................................54
SECTION 2.13. Sharing of Payments, Etc...........................................................................56
SECTION 2.14. Use of Proceeds....................................................................................57
SECTION 2.15. Defaulting Lenders.................................................................................57
SECTION 2.16. Replacement of Certain Lenders.....................................................................60

                                                  ARTICLE III

                                            CONDITIONS OF LENDING AND
                                          ISSUANCES OF LETTERS OF CREDIT

SECTION 3.01. Conditions Precedent to Initial Extension of Credit................................................60
SECTION 3.02. Conditions Precedent to Each Borrowing and Issuance and Renewal....................................65
SECTION 3.03. Determinations Under Section 3.01..................................................................65
</TABLE>



<PAGE>   3


<TABLE>
<S>                                                                                                           <C>
                                                     ARTICLE IV

                                           REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower.....................................................66

                                                     ARTICLE V

                                             COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants..............................................................................73
SECTION 5.02. Negative Covenants.................................................................................81
SECTION 5.03. Reporting Requirements.............................................................................92
SECTION 5.04. Financial Covenants................................................................................95

                                                     ARTICLE VI

                                                 EVENTS OF DEFAULT

SECTION 6.01. Events of Default..................................................................................98
SECTION 6.02. Actions in Respect of the Letters of Credit upon Default..........................................101

                                                    ARTICLE VII

                                                      GUARANTY

SECTION 7.01. Guaranty; Limitation of Liability.................................................................101
SECTION 7.02. Guaranty Absolute.................................................................................102
SECTION 7.03. Waivers and Acknowledgments.......................................................................103
SECTION 7.04. Subrogation.......................................................................................104
SECTION 7.05. Guaranty Supplements..............................................................................105
SECTION 7.06. Subordination.....................................................................................105
SECTION 7.07. Continuing Guaranty; Assignments..................................................................106

                                                    ARTICLE VIII

                                                     THE AGENTS

SECTION 8.01. Appointment and Authorization of the Agents.......................................................107
SECTION 8.02. Delegation of Duties..............................................................................107
SECTION 8.03. Liability of the Agents...........................................................................107
SECTION 8.04. Reliance by the Agents............................................................................108
SECTION 8.05. Notice of Default.................................................................................108
SECTION 8.06. Credit Decision; Disclosure of Information by Administrative Agent................................109
SECTION 8.07. Indemnification of Administrative Agent...........................................................109
SECTION 8.08. Administrative Agent in its Individual Capacity...................................................110
SECTION 8.09. Successor Administrative Agent....................................................................110
SECTION 8.10. Other Agents......................................................................................110
</TABLE>

                                       II

<PAGE>   4


<TABLE>
<S>                                                                                                           <C>
                                                     ARTICLE IX

                                                   MISCELLANEOUS

SECTION 9.01. Amendments, Etc...................................................................................111
SECTION 9.02. Notices, Etc......................................................................................112
SECTION 9.03. No Waiver; Remedies...............................................................................112
SECTION 9.04. Costs and Expenses................................................................................112
SECTION 9.05. Right of Set-off..................................................................................114
SECTION 9.06. Binding Effect....................................................................................114
SECTION 9.07. Assignments and Participations....................................................................115
SECTION 9.08. Execution in Counterparts.........................................................................118
SECTION 9.09. No Liability of the Issuing Bank..................................................................118
SECTION 9.10. Confidentiality; Use..............................................................................119
SECTION 9.11. Release of Collateral.............................................................................120
SECTION 9.12. Jurisdiction, Etc.................................................................................120
SECTION 9.13. Governing Law.....................................................................................120
SECTION 9.14. Limitation on Interest............................................................................120
SECTION 9.15. Severability......................................................................................121
SECTION 9.16. Waiver of Jury Trial..............................................................................121
</TABLE>


SCHEDULES

<TABLE>
<S>                      <C>     <C>
Schedule I               -        Commitments and Applicable Lending Offices

Schedule II              -        Subsidiary Guarantors

Schedule III             -        EBITDA and Fixed Charges

Schedule IV              -        Existing Letters of Credit

Schedule 4.01(b)         -        Subsidiaries

Schedule 4.01(d)         -        Authorizations, Approvals, Actions, Notices and Filings

Schedule 4.01(f)         -        Disclosed Litigation

Schedule 4.01(p)         -        Plans, Multiemployer Plans and Welfare Plans

Schedule 4.01(q)         -        Environmental Disclosure

Schedule 4.01(r)         -        Open Years; Unpaid Tax Liabilities; Adjusted Tax Bases

Schedule 4.01(t)         -        Existing Debt

Schedule 4.01(u)         -        Surviving Debt
</TABLE>


                                       iii

<PAGE>   5


<TABLE>
<S>                      <C>     <C>
Schedule 4.01(v)         -        Liens

Schedule 4.01(w)         -        Owned Real Property

Schedule 4.01(x)         -        Leased Real Property

Schedule 4.01(y)         -        Investments

Schedule 4.01(z)         -        Intellectual Property

Schedule 5.01(p)         -        Mortgaged Properties
</TABLE>


EXHIBITS


<TABLE>
<S>                <C>     <C>
Exhibit A-1         -        Form of Term A Note

Exhibit A-2         -        Form of Term B Note

Exhibit A-3         -        Form of Tranche A Revolving Credit Note

Exhibit A-4         -        Form of Interim Revolving Credit Note

Exhibit B           -        Form of Notice of Borrowing

Exhibit C           -        Form of Assignment and Acceptance

Exhibit D           -        Form of Security Agreement

Exhibit E           -        Terms of Asset Securitization

Exhibit F           -        Form of Solvency Certificate

Exhibit G           -        Form of Opinion of Counsel to the Loan Parties

Exhibit H           -        Form of Arizona Local Counsel

Exhibit I           -        Form of Guaranty Supplement
</TABLE>


                                       iv


<PAGE>   6


                                CREDIT AGREEMENT

                  CREDIT AGREEMENT dated as of October 2, 2000 among Advance
Paradigm, Inc., a Delaware corporation (the "BORROWER"), the subsidiary
guarantors from time to time parties hereto as the Subsidiary Guarantors, the
banks, financial institutions and other institutional lenders listed on the
signature pages hereof as the Initial Lenders (the "INITIAL LENDERS"), the bank
listed on the signature pages hereof as the Initial Issuing Bank (the "INITIAL
ISSUING BANK" and, together with the Initial Lenders, the "INITIAL LENDER
PARTIES") and the Swing Line Bank (as hereinafter defined), Bank One, N.A., as
documentation agent (together with any successor documentation agent appointed
pursuant to Article VIII, the "DOCUMENTATION AGENT"), Bank of America, N.A.
("BANK OF AMERICA"), as collateral agent (together with any successor collateral
agent appointed pursuant to Article VIII, the "COLLATERAL AGENT"), Bank of
America, as administrative agent (together with any successor administrative
agent appointed pursuant to Article VIII, the "ADMINISTRATIVE AGENT" and,
together with the Documentation Agent, the Collateral Agent and the Syndication
Agent referred to below, the "AGENTS") for the Lender Parties (as hereinafter
defined), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("ML & CO.") as
book-runner and lead arranger (in such capacity, the "LEAD ARRANGER"), ML & Co.,
as syndication agent (together with any successor syndication agent appointed
pursuant to Article VIII, the "SYNDICATION AGENT") and Banc of America
Securities LLC, as joint book-runner and joint lead arranger (in such capacity,
the "JOINT LEAD Arranger").

PRELIMINARY STATEMENTS:

                  (1) The Borrower shall acquire (the "ACQUISITION") all of the
Equity Interests (as hereinafter defined) of PCS Holding Corporation, a Delaware
corporation (the "COMPANY"), for not more than $1.0 billion, subject to
adjustment, pursuant to that certain Stock Purchase Agreement, dated as of July
11, 2000 (as amended (as defined in Section 1.02), the "ACQUISITION AGREEMENT")
between the Borrower and Rite-Aid Corporation, a Delaware corporation (the
"SELLER"), for consideration consisting of (i) $675 million in cash, (ii) a
senior subordinated promissory note (the "SELLER NOTE") issued by the Borrower
to the Seller (and guaranteed by certain subsidiaries of the Borrower) in a
principal amount equal to $200 million and (iii) $125 million of the Series A-2
Preferred Stock (as hereinafter defined).

                  (2) The Borrower has requested that, simultaneously with the
consummation of the Acquisition, the Lender Parties lend to the Borrower up to
$825 million to pay to the Seller the cash consideration for the Acquisition,
pay transaction fees and expenses, refinance certain Existing Debt (as
hereinafter defined) of the Borrower and its Subsidiaries (as hereinafter
defined), and that, from time to time, the Lender Parties lend to the Borrower
and issue Letters of Credit for the account of the Borrower for general
corporate purposes of the Borrower and its Subsidiaries to provide working
capital for the Borrower and its Subsidiaries. The Lender Parties have indicated
their willingness to agree to extend such credit on the terms and conditions of
this Agreement.

                  NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements contained herein, the parties hereto hereby
agree as follows:


<PAGE>   7

                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "ACQUISITION" has the meaning specified in the Preliminary
         Statements hereto.

                  "ACQUISITION AGREEMENT" has the meaning specified in the
         Preliminary Statements hereto.

                  "ADDITIONAL GUARANTOR" has the meaning specified in Section
         7.05.

                  "ADMINISTRATIVE AGENT" has the meaning specified in the
         recital of parties to this Agreement.

                  "ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
         Administrative Agent as the Administrative Agent shall specify in
         writing to the Lender Parties.

                  "ADVANCE" means a Term A Advance, a Term B Advance, a Tranche
         A Revolving Credit Advance, an Interim Revolving Credit Advance, a
         Swing Line Advance or a Letter of Credit Advance.

                  "AFFILIATE" means, as to any Person, any other Person that,
         directly or indirectly, controls, is controlled by or is under common
         control with such Person or is a director or officer of such Person.
         For purposes of this definition, the term "control" (including the
         terms "controlling", "controlled by" and "under common control with")
         of a Person means the possession, direct or indirect, of the power to
         vote 10% or more of the Voting Interests of such Person or to direct or
         cause the direction of the management and policies of such Person,
         whether through the ownership of Voting Interests, by contract or
         otherwise.

                  "AGENT-RELATED PERSONS" means the Administrative Agent,
         together with its Affiliates (including, in the case of Bank of America
         in its capacity as the Administrative Agent, the Joint Lead Arranger),
         and the officers, directors, employees, agents and attorneys-in-fact of
         such Persons and Affiliates.

                  "AGENTS" has the meaning specified in the recital of parties
         to this Agreement.

                  "AGREEMENT VALUE" means, for each Hedge Agreement, on any date
         of determination, an amount reasonably determined by the Administrative
         Agent equal to: (a) in the case of a Hedge Agreement documented
         pursuant to the Master Agreement (Multicurrency-Cross Border) published
         by the International Swap and Derivatives Association, Inc. (the
         "MASTER AGREEMENT"), the amount, if any, that would be payable by any
         Loan Party or any of its Subsidiaries to its counterparty in respect of
         such Hedge Agreement, as if (i) such Hedge Agreement was being
         terminated early on such date of


                                       2
<PAGE>   8

         determination, (ii) such Loan Party or Subsidiary was the sole
         "Affected Party", and (iii) the Administrative Agent was the sole party
         determining such payment amount (with the Administrative Agent making
         such determination pursuant to the provisions of that specific form of
         Master Agreement); or (b) in the case of a Hedge Agreement traded on an
         exchange, the mark-to-market value of such Hedge Agreement, which will
         be the unrealized loss on such Hedge Agreement to the Loan Party or
         Subsidiary of a Loan Party party to such Hedge Agreement reasonably
         determined by the Administrative Agent based on the settlement price of
         such Hedge Agreement on such date of determination, or (c) in all other
         cases, the mark-to-market value of such Hedge Agreement, which will be
         the unrealized loss on such Hedge Agreement to the Loan Party or
         Subsidiary of a Loan Party party to such Hedge Agreement reasonably
         determined by the Administrative Agent as the amount, if any, by which
         (i) the present value of the future cash flows to be paid by such Loan
         Party or Subsidiary exceeds (ii) the present value of the future cash
         flows to be received by such Loan Party or Subsidiary pursuant to such
         Hedge Agreement; capitalized terms used and not otherwise defined in
         this definition shall have the respective meanings set forth in the
         above described Master Agreement.

                  "APPLICABLE LENDING OFFICE" means, with respect to each Lender
         Party, such Lender Party's Domestic Lending Office in the case of a
         Base Rate Advance and such Lender Party's Eurodollar Lending Office in
         the case of a Eurodollar Rate Advance.

                  "APPLICABLE MARGIN" means (i) for the first six months
         following the Effective Date, (x) in the case of the Term A Facility
         and each Revolving Credit Facility, 3.00% in the case of Eurodollar
         Rate Advances and 2.00% in the case of Base Rate Advances and (y) in
         the case of the Term B Facility, 3.50% in the case of Eurodollar Rate
         Advances and 2.50% in the case of Base Rate Advances and (ii)
         thereafter a percentage per annum determined by reference to the Total
         Leverage Ratio as set forth below:

<TABLE>
<CAPTION>
                                                             TERM A/
                                         TERM A/            REVOLVING
                                        REVOLVING         EURODOLLAR RATE          TERM B         TERM B EURODOLLAR
                                        BASE RATE            ADVANCES             BASE RATE             RATE
<S>                                     <C>               <C>                    <C>              <C>
        Level I
        less than 2.25: 1.0               1.00%               2.00%                 2.25%               3.25%

        Level II
        2.25 : 1.0 or greater             1.25%               2.25%                 2.25%               3.25%

        Level III
        2.75 : 1.0 or greater             1.50%               2.50%                 2.25%               3.25%

        Level IV
        3.25 : 1.0 or greater             1.75%               2.75%                 2.50%               3.50%

        Level V
        3.75 : 1.0 or greater             2.00%               3.00%                 2.50%               3.50%
</TABLE>



                                       3
<PAGE>   9

         The Applicable Margin for each Advance shall be determined by reference
         to the Total Leverage Ratio in effect from time to time; provided,
         however, that (x) no change in the Applicable Margin shall be effective
         until the date on which the Administrative Agent receives the financial
         statements required to be delivered pursuant to Section 5.03(b) or (c),
         as the case may be, and a certificate of the Chief Financial Officer of
         the Borrower demonstrating such ratio and (y) the Applicable Margin
         shall be at Level V for so long as the Borrower has not submitted to
         the Administrative Agent the information described in clause (x) of
         this proviso within five days following the date on which such
         information is required under Section 5.03(b) or (c), as the case may
         be.

                  "APPLICABLE PERCENTAGE" means (i) for the first six months
         following the Effective Date, 0.50% per annum and (ii) thereafter, a
         percentage per annum determined by reference to the Total Leverage
         Ratio as set forth below:

<TABLE>
<CAPTION>
                                             PERCENTAGE
<S>                                         <C>
  Level I
  Less than 2.25 : 1.0                         .375%

  Level II
  2.25 : 1.0 or greater                        .375%

  Level III
  2.75 : 1.0 or greater                        .425%

  Level IV
  3.25 : 1.0 or greater                        .500%

  Level V
  3.75 : 1.0 or greater                        .500%
</TABLE>


         The Applicable Percentage shall be determined by reference to the Total
         Leverage Ratio in effect from time to time; provided, however, that (x)
         no change in the Applicable Percentage shall be effective until the
         date on which the Administrative Agent receives the financial
         statements required to be delivered pursuant to Section 5.03(b) or (c),
         as the case may be, and a certificate of the Chief Financial Officer
         demonstrating such ratio and (y) the Applicable Percentage shall be at
         Level V for so long as the Borrower has not submitted to the
         Administrative Agent the information described in clause (x) of this
         proviso within five days following the date on which such information
         is required under Section 5.03(b) or (c), as the case may be.

                  "APPROPRIATE LENDER" means, at any time, with respect to (a)
         any of the Term A, Term B, Tranche A Revolving Credit or Interim
         Revolving Credit Facilities, a Lender that has a Commitment with
         respect to such Facility at such time, (b) the Letter of Credit
         Facility, (i) the Issuing Bank and (ii) if the other Tranche A
         Revolving Credit Lenders have made Letter of Credit Advances pursuant
         to Section 2.03(c) that are outstanding at such time, each such other
         Tranche A Revolving Credit Lender and (c) the Swing Line Facility, (i)
         the Swing Line Bank and (ii) if the other Tranche A Revolving Credit

                                       4
<PAGE>   10


         Lenders have made Swing Line Advances pursuant to Section 2.02(b) that
         are outstanding at such time, each such other Tranche A Revolving
         Credit Lender.

                  "APPROVED FUND" means any Fund that is administered, advised
         or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
         entity or an Affiliate of an entity that administers, advises or
         manages a Lender.

                  "ASSET SECURITIZATION" means a structured receivables
         financing transaction entered into by the Borrower and its Subsidiaries
         on the terms set forth on Exhibit E or terms substantially similar
         thereto or otherwise on terms reasonably satisfactory to the Required
         Lenders.

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
         entered into by a Lender Party and an Eligible Assignee, and accepted
         by the Administrative Agent, in accordance with Section 9.07 and in
         substantially the form of Exhibit C hereto.

                  "AVAILABLE AMOUNT" of any Letter of Credit means, at any time,
         the maximum amount available to be drawn under such Letter of Credit at
         such time (assuming compliance at such time with all conditions to
         drawing).

                  "BANK OF AMERICA" has the meaning specified in the recital of
         parties to this Agreement.

                  "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar
         foreign, federal or state law for the relief of debtors.

                  "BASE RATE" means for any day a fluctuating rate per annum
         equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% per
         annum and (b) the rate of interest in effect for such day as publicly
         announced from time to time by Bank of America as its "prime rate".
         Such rate is a rate set by Bank of America based upon various factors
         including Bank of America's costs and desired return, general economic
         conditions and other factors, and is used as a reference point for
         pricing such loans, which may be priced at, above, or below such
         announced rate. Any change in such rate announced by Bank of America
         shall take effect at the opening of business on the day specified in
         the public announcement of such change.

                  "BASE RATE ADVANCE" means an Advance that bears interest as
         provided in Section 2.07(b).

                  "BORROWER" has the meaning specified in the recital of parties
         to this Agreement.

                  "BORROWER'S ACCOUNT" means the account of the Borrower as the
         Borrower shall specify in writing to the Administrative Agent.

                  "BORROWING" means a Term A Borrowing, a Term B Borrowing, a
         Tranche A Revolving Credit Borrowing, an Interim Revolving Credit
         Borrowing or a Swing Line Borrowing.


                                       5
<PAGE>   11

                  "BUSINESS DAY" means a day of the year on which banks are not
         required or authorized by law to close in Charlotte, North Carolina or
         New York, New York and, if the applicable Business Day relates to any
         Eurodollar Rate Advances, on which dealings are carried on in the
         London interbank market.

                  "BUSINESS GUARANTEE" means any manufacturer rebate or
         reimbursement or similar agreement, any managed pharmaceutical benefit
         agreement, any customer contracts under which the Borrower or any of
         its Subsidiaries assumes a portion of the risk associated with claims
         experience or guarantees a specific savings level, or any similar or
         related agreement entered into in the ordinary course of business
         consistent with past practices of the Borrower or the Company and their
         Subsidiaries.

                  "CAPITAL EXPENDITURES" means, with respect to any Person, all
         expenditures by such Person which should be capitalized in accordance
         with generally accepted accounting principles, including all such
         expenditures with respect to fixed or capital assets (including,
         without limitation, expenditures for maintenance and repairs which
         should be capitalized in accordance with generally accepted accounting
         principles) and the amount of Obligations incurred by such Person in
         respect of Capitalized Leases.

                  "CAPITALIZED LEASES" means all leases that have been or should
         be, in accordance with GAAP, recorded as capitalized leases.

                  "CARRYOVER AMOUNT" has the meaning specified in Section
         5.02(o).

                  "CASH EQUIVALENTS" means any of the following: (a) any
         Investment in direct obligations of the Government of the United States
         or any agency or instrumentality thereof or obligations unconditionally
         guaranteed by the full faith and credit of the Government of the United
         States, (b) overnight bank deposits, and investments in time or demand
         deposit accounts, certificates of deposit, bankers' acceptances and
         money market deposits maturing not more than one year after the date of
         acquisition thereof issued by (x) any Lender Party or (y) a bank or
         trust company that is organized under the laws of the United States of
         America or any state thereof having capital and surplus aggregating in
         excess of $250 million and whose long term debt is rated at least "A"
         by S&P or "A-1" by Moody's (or, in either case, the equivalent of such
         rating by such organization) at the time such Investment is made, (c)
         repurchase obligations with a term of not more than 30 days for
         underlying securities of the types described in clause (a) or (b) above
         entered into with a bank that meets the qualifications described in
         clause (b) above, (d) commercial paper issued by any corporation
         organized under the laws of any State of the United States and rated at
         least "Prime-2" (or the then equivalent grade) by Moody's Investors
         Service, Inc. or "A-2" (or the then equivalent grade) by Standard &
         Poor's, a division of The McGraw-Hill Companies, Inc., (e) Investments
         in securities maturing not more than one year after the date of
         acquisition issued or fully guaranteed by any state, commonwealth or
         territory of the United States of America, or by any political
         subdivision or taxing authority thereof, and rated at least "A" by S&P
         or "A" by Moody's (or, in either case, the equivalent of such rating by
         such organization) at the time such Investment is made, (f) investment
         funds investing 95% or more of their assets in securities of the type
         described in clauses (a)-(e) above (which funds may also hold


                                       6
<PAGE>   12

         reasonable amounts of cash pending investment and/or distribution) and
         (g) any money market deposit accounts issued or offered by a domestic
         commercial bank having capital and surplus in excess of $250 million,
         or investments in money market funds complying with the risk limiting
         conditions of Rule 2a-7 (or any successor rule) of the SEC under the
         Investment Company Act of 1940, as amended.

                  "CERCLA" means the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, as amended from time to time.

                  "CERCLIS" means the Comprehensive Environmental Response,
         Compensation and Liability Information System maintained by the U.S.
         Environmental Protection Agency.

                  "CHANGE OF CONTROL" means the occurrence of either of the
         following: (a) any Person or two or more Persons acting in concert
         other than the Equity Investors and/or the Borrower and its
         Subsidiaries shall have acquired beneficial ownership (within the
         meaning of Rule 13d-3 of the Securities and Exchange Commission under
         the Securities Exchange Act of 1934), directly or indirectly, of Voting
         Interests of the Borrower (or other securities convertible into such
         Voting Interests) representing 40% or more of the combined voting power
         of all Voting Interests of the Borrower; or (b) during any period of up
         to 24 consecutive months, commencing on or after the date of this
         Agreement, individuals who at the beginning of such 24-month period
         were directors of the Borrower (other than any director who is a
         nominee of the Equity Investors) (together with any new such directors
         thereof whose election by the board of directors or whose nomination
         for election by holders of Equity Interests of the Borrower was
         approved by one or more Equity Investors or by a vote of a majority of
         the members of such board of directors then still in office who were
         either such members thereof at the beginning of such period or whose
         election or nomination for election was previously so approved) shall
         cease for any reason to constitute a majority of such directors of the
         Borrower.

                  "COLLATERAL" means all "Collateral" referred to in the
         Collateral Documents.

                  "COLLATERAL ACCOUNT" has the meaning specified in the Security
         Agreement.

                  "COLLATERAL AGENT" has the meaning specified in the recital of
         parties to this Agreement.

                  "COLLATERAL DOCUMENTS" means the Security Agreement and the
         Mortgages.

                  "COMMITMENT" means a Term A Commitment, a Term B Commitment, a
         Tranche A Revolving Credit Commitment, an Interim Revolving Credit
         Commitment or a Letter of Credit Commitment.

                  "COMPANY" has the meaning specified in the Preliminary
         Statements.

                  "COMPENSATION PERIOD" has the meaning specified in Section
         2.11(e)(ii).

                  "CONSOLIDATED" refers to the consolidation of accounts in
         accordance with GAAP.


                                       7
<PAGE>   13

                  "CONTINGENT OBLIGATION" means, with respect to any Person, any
         Obligation or arrangement of such Person to guarantee or intended to
         guarantee any Debt, leases, dividends or other payment Obligations
         ("PRIMARY OBLIGATIONS") of any other Person (the "PRIMARY OBLIGOR") in
         any manner, whether directly or indirectly, including, without
         limitation and without duplication, any such obligation or arrangement
         that is (a) the direct or indirect guarantee, endorsement (other than
         for collection or deposit in the ordinary course of business),
         co-making, discounting with recourse or sale with recourse by such
         Person of the Obligation of a primary obligor, (b) the Obligation to
         make take-or-pay or similar payments, if required, regardless of
         nonperformance by any other party or parties to an agreement or (c) any
         Obligation of such 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 (A) for the
         purchase or payment of any such primary obligation or (B) 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, assets, 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 holder of
         such primary obligation against loss in respect thereof.
         Notwithstanding the foregoing, a Business Guarantee shall not
         constitute a Contingent Obligation. The amount of any Contingent
         Obligation shall be deemed to be an amount equal to the stated or
         determinable amount of the primary obligation in respect of which such
         Contingent Obligation is made (or, if less, the maximum amount of such
         primary obligation for which such Person may be liable pursuant to the
         terms of the instrument evidencing such Contingent Obligation) or, if
         not stated or determinable, the maximum reasonably anticipated
         liability in respect thereof (assuming such Person is required to
         perform thereunder), as determined by such Person in good faith.

                  "CONVERSION", "CONVERT" and "CONVERTED" each refer to a
         conversion of Advances of one Type into Advances of the other Type
         pursuant to Section 2.09 or 2.10.

                  "DEBT" of any Person means 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 not overdue by more than 90 days incurred in
         the ordinary course of such Person's business and other than
         compensation expenses), (c) all principal payment Obligations of such
         Person evidenced by notes, bonds, debentures or other similar
         instruments, (d) all principal payment Obligations of such Person
         created or arising under any conditional sale or other title retention
         agreement with respect to the purchase price of 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 principal payment
         Obligations of such Person as lessee under Capitalized Leases, (f) all
         principal payment Obligations of such Person in respect of
         reimbursement for acceptance, letter of credit or similar facilities,
         (g) all principal payment Obligations of such Person to purchase,
         redeem, retire, defease or otherwise make any principal payment in
         respect of any Redeemable Equity Interests in such Person, valued, in
         the case of Redeemable Preferred Interests, at the greater of its
         voluntary or involuntary liquidation preference plus accrued and unpaid
         dividends, (h) all principal payment Obligations of such Person in
         respect of


                                       8
<PAGE>   14

         Hedge Agreements, valued at the Agreement Value thereof, (i) all
         Contingent Obligations of such Person in respect of any indebtedness
         described in the other clauses of this definition of any other Person
         and (j) all indebtedness and other payment Obligations referred to in
         clauses (a) through (i) above of another Person 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; provided, however, that the amount of "Debt" under clauses
         (i) and (j) shall be the lesser of (A) the amount of such indebtedness
         or other payment obligations of such other Person and (B) in the case
         of clause (i), the actual Obligation of such Person and, in the case of
         clause (j), the fair market value of the property subject to such Lien
         (as may be determined by the Borrower in good faith). It is understood
         that "Debt" shall not include any Business Guarantee or any payment
         Obligation in respect of the Asset Securitization to the extent that
         there is no recourse by the holders of such payment Obligation to the
         Borrower and its Subsidiaries (other than the Receivables Subsidiary)
         in respect of such payment Obligation. It is further understood that
         "Debt" shall include all principal payment Obligations of any
         Subsidiary of the Borrower to purchase, redeem, retire, defease, or
         otherwise make any principal payment in respect of any Preferred
         Interests in such Subsidiary.

                  "DEBT FOR BORROWED MONEY" of any Person means all items of
         Debt that, in accordance with GAAP, would be classified as indebtedness
         on a Consolidated balance sheet of such Person.

                  "DEFAULT" means any Event of Default or any event that would
         constitute an Event of Default but for the requirement that notice be
         given or time elapse or both.

                  "DEFAULTED ADVANCE" means, with respect to any Lender Party at
         any time, the portion of any Advance required to be made by such Lender
         Party to the Borrower pursuant to Section 2.01 or 2.02 at or prior to
         such time that has not been made by such Lender Party or by the
         Administrative Agent for the account of such Lender Party pursuant to
         Section 2.02(e) as of such time. In the event that a portion of a
         Defaulted Advance shall be deemed made pursuant to Section 2.15(a), the
         remaining portion of such Defaulted Advance shall be considered a
         Defaulted Advance originally required to be made pursuant to Section
         2.01 on the same date as the Defaulted Advance so deemed made in part.

                  "DEFAULTED AMOUNT" means, with respect to any Lender Party at
         any time, any amount required to be paid by such Lender Party to any
         Agent or any other Lender Party hereunder or under any other Loan
         Document at or prior to such time that has not been so paid as of such
         time, including, without limitation, any amount required to be paid by
         such Lender Party to (a) the Swing Line Bank pursuant to Section
         2.02(b) to purchase a portion of a Swing Line Advance made by the Swing
         Line Bank, (b) the Issuing Bank pursuant to Section 2.03(c) to purchase
         a portion of a Letter of Credit Advance made by the Issuing Bank, (c)
         the Administrative Agent pursuant to Section 2.02(e) to reimburse the
         Administrative Agent for the amount of any Advance made by the
         Administrative Agent for the account of such Lender Party, (d) any
         other Lender Party pursuant to Section 2.13 to purchase any
         participation in Advances owing to such other Lender Party


                                       9
<PAGE>   15

         and (e) any Agent or the Administrative Agent on behalf of the Issuing
         Bank to reimburse such Agent or the Administrative Agent on behalf of
         the Issuing Bank for such Lender Party's ratable share of any amount
         required to be paid by the Lender Parties to such Agent or the
         Administrative Agent on behalf of the Issuing Bank as provided therein.
         In the event that a portion of a Defaulted Amount shall be deemed paid
         pursuant to Section 2.15(b), the remaining portion of such Defaulted
         Amount shall be considered a Defaulted Amount originally required to be
         paid hereunder or under any other Loan Document on the same date as the
         Defaulted Amount so deemed paid in part.

                  "DEFAULTING LENDER" means, at any time, any Lender Party that,
         at such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b)
         shall take any action or be the subject of any action or proceeding of
         a type described in Section 6.01(f).

                  "DISCLOSED LITIGATION" has the meaning specified in Section
         3.01(f).

                  "DOCUMENTATION AGENT" has the meaning specified in the recital
         of parties to this Agreement.

                  "DOLLAR" and "$" means lawful money of the United States of
         America.

                  "DOMESTIC LENDING OFFICE" means, with respect to any Lender
         Party, the office of such Lender Party specified as its "Domestic
         Lending Office" opposite its name on Schedule I hereto or in the
         Assignment and Acceptance pursuant to which it became a Lender Party,
         as the case may be, or such other office of such Lender Party as such
         Lender Party may from time to time specify to the Borrower and the
         Administrative Agent.

                  "DOMESTIC SUBSIDIARY" means any Subsidiary other than a
         Foreign Subsidiary or a Receivables Subsidiary.

                  "EBITDA" means, for any fiscal quarter, the sum, determined on
         a Consolidated basis, of (a) net income (or net loss), plus (b)
         interest expense, plus (c) income tax expense, plus (d) depreciation
         expense (including write-downs or write-offs of depreciable or
         amortizable items), plus (e) amortization expense plus (f) (i) cash and
         non-cash restructuring costs deducted in arriving at such net income,
         (ii) non-cash extraordinary, unusual or non-recurring losses or charges
         deducted in arriving at such net income and (iii) any expenses related
         to the Transaction, plus (g) any losses or charges arising from the
         sale or write-downs of assets not in the ordinary course of business
         deducted in arriving at such net income plus (h)(i) any non-cash
         expense or charge which represents an accrual for which no cash is
         expected to be paid in the short term and (ii) any non-cash provisions
         for reserves for discontinued operations plus (i) (without duplication
         of any item referred to in clauses (b) through (h)) any expenses
         associated with the Asset Securitization to the extent such expenses
         were taken into account in calculating net income (or net loss) less
         (j) any cash payment made in respect of a non-cash expense or charge
         referred to in clause (h)(i), in each case of the Borrower and its
         Subsidiaries for the four fiscal quarter period ending at the end of
         such fiscal quarter, determined in accordance with GAAP; provided,
         however, that (x) for the fiscal quarter


                                       10
<PAGE>   16

         ended December 31, 2000, EBITDA shall be calculated as the sum of (i)
         EBITDA of the Borrower and its Subsidiaries for the fiscal quarter
         ended December 31, 2000 and (ii) the amount set forth for such quarter
         on Schedule III for EBITDA, (y) for the fiscal quarter ended March 31,
         2001, EBITDA shall be calculated as the sum of (i) EBITDA of the
         Borrower and its Subsidiaries for the two fiscal quarters ended March
         31, 2001 and (ii) the amount set forth for such quarter on Schedule III
         for EBITDA and (z) for the fiscal quarter ended June 30, 2001, EBITDA
         shall be calculated as the sum of (i) EBITDA of the Borrower and its
         Subsidiaries for the three fiscal quarters ended June 30, 2001 and (ii)
         the amount set forth for such quarter on Schedule III for EBITDA.

                  "EFFECTIVE DATE" means the first date on which the conditions
         set forth in Article III shall have satisfied.

                  "ELIGIBLE ASSIGNEE" means any commercial bank or financial
         institution (including, without limitation, any Fund) as approved by
         the Administrative Agent and, so long as no Event of Default has
         occurred and is continuing at the time of such assignment pursuant to
         Section 9.07, approved by the Borrower (such approvals not to be
         unreasonably withheld or delayed); provided, however, that neither any
         Loan Party nor any Affiliate of a Loan Party shall qualify as an
         Eligible Assignee under this definition.

                  "ENVIRONMENTAL ACTION" means any action, suit, demand, demand
         letter, claim, notice of non-compliance 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 Hazardous Material or arising from
         alleged injury or threat to health, safety or the environment,
         including, without limitation, (a) by any governmental or regulatory
         authority for enforcement, cleanup, removal, response, remedial or
         other actions or damages and (b) by any governmental or regulatory
         authority or third party for damages, contribution, indemnification,
         cost recovery, compensation or injunctive relief.

                  "ENVIRONMENTAL LAW" means any Federal, state, local or foreign
         statute, law, ordinance, rule, regulation, code, order, writ, judgment,
         injunction, decree or judicial interpretation, policy or guidance
         relating to pollution or protection of the environment, health, safety
         or natural resources, including, without limitation, those relating to
         the use, handling, transportation, treatment, storage, disposal,
         release or discharge of Hazardous Materials.

                  "ENVIRONMENTAL PERMIT" means any permit, approval,
         identification number, license or other authorization required under
         any Environmental Law.

                  "EQUITY INTERESTS" means, with respect to any Person, shares
         of capital stock of (or other ownership interests in) such Person,
         warrants, options or other rights for the purchase or other acquisition
         from such Person of shares of capital stock of (or other ownership
         interests in) such Person, securities convertible into or exchangeable
         for shares of capital stock of (or other ownership interests in) such
         Person or warrants, rights or options for the purchase or other
         acquisition from such Person of such shares (or such other interests),
         and other ownership interests in such Person (including, without


                                       11
<PAGE>   17

         limitation, partnership, member or trust interests therein), whether
         voting or nonvoting, and whether or not such shares, warrants, options,
         rights or other interests are authorized or otherwise existing on any
         date of determination.

                  "EQUITY INVESTORS" means (i) Joseph Littlejohn & Levy, Inc.
         ("JLL"), investment funds managed, sponsored or advised by JLL,
         partners (limited or general) of, or co-investors with, JLL, the
         Seller, any entity controlled by any of the foregoing and/or by a trust
         of the type described hereafter, and/or a trust for the benefit of any
         of the foregoing, (ii) any controlling stockholder, 80% or more owned
         Subsidiary, co-investor, limited partner, general partner or immediate
         family member (in the case of any individual) any of the foregoing, or
         (iii) any trust, corporation, partnership or other entity, the
         beneficiaries, stockholders, partners, owners or Persons beneficially
         holding an 80% or more controlling interest of which consist of any one
         or more of the foregoing and/or such other Persons referred to in the
         preceding clauses.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "ERISA AFFILIATE" means any Person that for purposes of Title
         IV of ERISA is a member of the controlled group of any Loan Party, or
         under common control with any Loan Party, within the meaning of Section
         414 of the Internal Revenue Code.

                  "ERISA EVENT" means (a)(i) the occurrence of a reportable
         event, within the meaning of Section 4043 of ERISA, with respect to any
         Plan unless the 30-day notice requirement with respect to such event
         has been waived by the PBGC or (ii) the requirements of Section 4043(b)
         of ERISA apply with respect to a contributing sponsor, as defined in
         Section 4001(a)(13) of ERISA, of a Plan, and an event described in
         paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
         reasonably expected to occur with respect to such Plan within the
         following 30 days; (b) the application for a minimum funding waiver
         with respect to a Plan; (c) the provision by the administrator of any
         Plan of a notice of intent to terminate such Plan, pursuant to Section
         4041(a)(2) of ERISA (including any such notice with respect to a plan
         amendment referred to in Section 4041(e) of ERISA); (d) the cessation
         of operations at a facility of any Loan Party or any ERISA Affiliate in
         the circumstances described in Section 4062(e) of ERISA; (e) the
         withdrawal by any Loan Party or any ERISA Affiliate from a Multiple
         Employer Plan during a plan year for which it was a substantial
         employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions
         for imposition of a lien under Section 302(f) of ERISA shall have been
         met with respect to any Plan; (g) the adoption of an amendment to a
         Plan requiring the provision of security to such Plan pursuant to
         Section 307 of ERISA; or (h) the institution by the PBGC of proceedings
         to terminate a Plan pursuant to Section 4042 of ERISA, or the
         occurrence of any event or condition described in Section 4042 of ERISA
         that constitutes grounds for the termination of, or the appointment of
         a trustee to administer, such Plan.

                  "EUROCURRENCY LIABILITIES" has the meaning specified in
         Regulation D of the Board of Governors of the Federal Reserve System,
         as in effect from time to time.


                                       12
<PAGE>   18

                  "EURODOLLAR LENDING OFFICE" means, with respect to any Lender
         Party, the office of such Lender Party specified as its "Eurodollar
         Lending Office" opposite its name on Schedule I hereto or in the
         Assignment and Acceptance pursuant to which it became a Lender Party
         (or, if no such office is specified, its Domestic Lending Office), or
         such other office of such Lender Party as such Lender Party may from
         time to time specify to the Borrower and the Administrative Agent.

                  "EURODOLLAR RATE" means, for any Interest Period for all
         Eurodollar Rate Advances comprising part of the same Borrowing, an
         interest rate per annum equal to the rate per annum obtained by
         dividing (a) (i) the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate that appears on the page of
         the Telerate screen (or any successor thereto) that displays an average
         British Bankers Association Interest Settlement Rate for deposits in
         Dollars (for delivery on the first day of such Interest Period) with a
         term equivalent to such Interest Period, determined as of approximately
         11:00 a.m. (London time) two Business Days prior to the first day of
         such Interest Period, or (ii) if the rate referenced in the preceding
         clause (i) does not appear on such page or service or such page or
         service shall cease to be available, the rate per annum equal to the
         rate determined by the Administrative Agent to be the offered rate on
         such other page or other service that displays an average British
         Bankers Association Interest Settlement Rate for deposits in Dollars
         (for delivery on the first day of such Interest Period) with a term
         equivalent to such Interest Period, determined as of approximately
         11:00 a.m. (London time) two Business Days prior to the first day of
         such Interest Period, or (iii) if the rates referenced in the preceding
         clauses (i) and (ii) are not available, the rate per annum determined
         by the Administrative Agent as the rate of interest (rounded upward to
         the next 1/100th of 1%) at which deposits in Dollars for delivery on
         the first day of such Interest Period in same day funds in the
         approximate amount of the Eurodollar Rate Advances being made,
         continued or converted by Bank of America and with a term equivalent to
         such Interest Period would be offered by Bank of America's London
         Branch to major banks in the offshore Dollar market at their request at
         approximately 11:00 a.m. (London time) two Business Days prior to the
         first day of such Interest Period, by (b) a percentage equal to 100%
         minus the Eurodollar Rate Reserve Percentage for such Interest Period.

                  "EURODOLLAR RATE ADVANCE" means an Advance that bears interest
         as provided in Section 2.07(c).

                  "EURODOLLAR RATE RESERVE PERCENTAGE" for any Interest Period
         for all Eurodollar Rate Advances comprising part of the same Borrowing
         means the reserve percentage applicable two Business Days before the
         first day of such Interest Period under regulations issued from time to
         time by the Board of Governors of the Federal Reserve System (or any
         successor) for determining the maximum reserve requirement (including,
         without limitation, any emergency, supplemental or other marginal
         reserve requirement) for a member bank of the Federal Reserve System in
         New York City with respect to liabilities or assets consisting of or
         including Eurocurrency Liabilities (or with respect to any other
         category of liabilities that includes deposits by reference to which
         the interest rate on Eurodollar Rate Advances is determined) having a
         term equal to such Interest Period.


                                       13
<PAGE>   19

                  "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

                  "EXCESS AMOUNT" has the meaning specified in Section 5.02(o).

                  "EXCESS CASH FLOW" means, for any period,

                  (a) the sum of:

                           (i) Consolidated net income (or loss) of the Borrower
                  and its Subsidiaries for such period plus

                           (ii) the aggregate amount of all non-cash charges
                  deducted in arriving at such Consolidated net income (or loss)
                  plus

                           (iii) any Carryover Amount permitted to be used for
                  Capital Expenditures during such period to the extent not so
                  used during such period less

                  (b) the sum of:

                           (i) the aggregate amount of all non-cash credits
                  included in arriving at such Consolidated net income (or loss)
                  plus

                           (ii) the aggregate amount of Capital Expenditures of
                  the Borrower and its Subsidiaries paid in cash during such
                  period to the extent permitted by this Agreement plus

                           (iii) the aggregate amount of all regularly scheduled
                  principal payments of Debt made by the Borrower and its
                  Subsidiaries during such period plus

                           (iv) the aggregate amount of pension contributions
                  paid by the Borrower and its Subsidiaries during such period
                  to the extent taken into account in calculating net income (or
                  loss) plus

                           (v) the aggregate proceeds received during such
                  periods of any sale, lease, transfer or other disposition of
                  assets to the extent such proceeds (A) are applied in
                  accordance with Section 2.06 or are applied to replace the
                  asset in respect of which such proceeds were received and (B)
                  are taken into account in calculating net income (or loss)
                  plus

                           (vi) (without duplication of any other amount
                  referred to in this clause (b)) the aggregate amount paid in
                  cash during such period by the Borrower and its Subsidiaries
                  in respect of Investments permitted pursuant to Section
                  5.02(f)(xiv), (xv) or (xvi) (other than any Investment to the
                  extent made during such period with the proceeds of Debt
                  permitted pursuant to Section 5.02(b)) plus

                           (vii) the Carryover Amount for such period.


                                       14
<PAGE>   20

                  "EXCLUDED CAPITAL EXPENDITURES" means Capital Expenditures (a)
         constituting Capitalized Lease Obligations or financed by purchase
         money debt, (b) made with Net Cash Proceeds of asset sales or equity
         issuances reinvested in accordance with this Agreement, (c) consisting
         of the reinvestment of Extraordinary Receipts and (d) constituting
         Investments made in accordance with Section 5.02(f)(xiv), (xv) or
         (xvi).

                  "EXISTING DEBT" means Debt of each Loan Party and its
         Subsidiaries outstanding immediately before giving effect to the
         consummation of the Transaction.

                  "EXISTING LETTERS OF CREDIT" means the Letter of Credit listed
         on Schedule IV hereto.

                  "EXTRAORDINARY RECEIPT" means any cash received by or paid to
         or for the account of any Person not in the ordinary course of business
         that consists of proceeds of insurance (excluding any key man life
         insurance proceeds and proceeds of business interruption insurance to
         the extent such proceeds constitute compensation for lost earnings) and
         condemnation awards (and payments in lieu thereof); provided, however,
         that an Extraordinary Receipt shall not include cash receipts received
         from proceeds of insurance or condemnation awards (or payments in lieu
         thereof) to the extent that such proceeds or awards (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 commenced
         within 12 months after the later of the occurrence of such damage or
         loss and receipt of such proceeds, (B) are received by any Person in
         respect of any third party claim against or loss or damage suffered by
         such Person and applied to pay (or to reimburse such Person for its
         prior payment or incurrence of) such claim, loss or damage and the
         costs and expenses of such Person with respect thereto, or (C) are
         reinvested in the ordinary course of business.

                  "FACILITY" means the Term A Facility, the Term B Facility, the
         Tranche A Revolving Credit Facility, the Interim Revolving Credit
         Facility, the Swing Line Facility or the Letter of Credit Facility.

                  "FEDERAL FUNDS RATE" means, for any day, the rate per annum
         (rounded upwards to the nearest 1/100 of 1%) equal to the weighted
         average of the rates on overnight Federal Funds transactions with
         members of the Federal Reserve System arranged by Federal Funds brokers
         on such day, as published by the Federal Reserve Bank on the Business
         Day next succeeding such day; provided that (a) if such day is not a
         Business Day, the Federal Funds Rate for such day shall be such rate on
         such transactions on the next preceding Business Day as so published on
         the next succeeding Business Day, and (b) if no such rate is so
         published on the next succeeding Business Day, the Federal Funds Rate
         for such day shall be the average rate charged to Bank of America on
         such day on such transactions as determined by the Administrative Agent
         or, if reasonably requested by the Borrower, the average rate of the
         quotations for such day for such transactions received by the
         Administrative Agent from three Federal funds brokers of recognized
         standing selected by it.


                                       15
<PAGE>   21

                  "FEE LETTER" means the fee letter dated June 23, 2000 between
         the Borrower and the Administrative Agent, as amended.

                  "FISCAL YEAR" means a fiscal year of the Borrower and its
         Consolidated Subsidiaries ending on March 31 in any calendar year.

                  "FIXED CHARGE COVERAGE RATIO" means, for any fiscal quarter,
         the ratio of (a) EBITDA for such fiscal quarter to (b) the sum of (i)
         net cash interest payable on all Debt for Borrowed Money and, without
         duplication, all Debt in respect of the Asset Securitization (net of
         cash interest income) plus (ii) scheduled repayment principal amounts
         of all Debt for Borrowed Money and, without duplication, all Debt in
         respect of the Asset Securitization plus (iii) cash Capital
         Expenditures (other than Excluded Capital Expenditures), payable, in
         each case in clause (b), of or by the Borrower and its Subsidiaries
         during the four consecutive fiscal quarters ended at the end of such
         fiscal quarter; provided, however, that (x) for the fiscal quarter
         ended December 31, 2000, each of the items described in clause (b)
         shall be calculated as the sum of (i) such items for the fiscal quarter
         ended December 31, 2000 and (ii) the amount set forth on Schedule III
         for such quarter, (y) for the fiscal quarter ended March 31, 2001, the
         items described in clause (b) shall be calculated as the sum of (i)
         such items for the two fiscal quarters ended March 31, 2001 and (ii)
         the amount set forth on Schedule III for such quarter and (z) for the
         fiscal quarter ended June 30, 2001, the items described in clause (b)
         shall be calculated as the sum of (i) such item for the three fiscal
         quarters ended June 30, 2001 and (ii) the amount set forth on Schedule
         III for such fiscal quarter.

                  "FOREIGN GOVERNMENT SCHEME OR ARRANGEMENT" has the meaning
         specified in Section 4.01(p)(E).

                  "FOREIGN PLAN" has the meaning specified in Section
         4.01(p)(E).

                  "FOREIGN SUBSIDIARY" means a Subsidiary organized under the
         laws of a jurisdiction other than the United States or any State
         thereof or the District of Columbia or that is a Subsidiary of a
         Foreign Subsidiary.

                  "FUNCTIONAL DEBT" means:

                           (i) on and after October 2, 2005, Debt to finance the
                  working capital needs of the Borrower and its Subsidiaries
                  after the expiration or termination of the Tranche A Revolving
                  Credit Facility Commitments in an aggregate principal amount
                  not to exceed (i) $275,000,000 if the Asset Securitization has
                  not been consummated or (ii) $175,000,000 if the Asset
                  Securitization has been consummated, provided that the terms
                  and conditions of such replacement working capital facility
                  shall be substantially similar to, or otherwise not materially
                  less favorable to the Term B Lenders in any respect than, the
                  analogous provisions applicable to the Tranche A Revolving
                  Credit Facility;

                           (ii) Debt arising from the honoring of a check, draft
                  or similar instrument against insufficient funds, provided
                  that such Debt is extinguished within two Business Days of its
                  incurrence;


                                       16
<PAGE>   22


                           (iii) guarantees made in the ordinary course of its
                  business by the Borrower or any of its Subsidiaries of
                  obligations of the Borrower or any of its Subsidiaries, which
                  obligations are otherwise permitted under this Agreement;

                           (iv) Contingent Obligations in connection with up to
                  an aggregate principal amount of $5,000,000 of Debt
                  outstanding at any time incurred by any members of management
                  in connection with any purchases by them of capital stock of
                  the Borrower, and any refinancings, refundings, extensions or
                  renewals thereof; provided that such amount shall be reduced
                  by the aggregate then outstanding principal amount of loans
                  and advances made in reliance upon the provisions of Section
                  5.02(f)(xi);

                           (v) Contingent Obligations in respect of
                  indemnification and contribution agreements expressly
                  permitted by Section 5.01(i) or similar agreements by the
                  Borrower or any of its Subsidiaries;

                           (vi) Debt under performance bonds, letter of credit
                  obligations to provide security for worker's compensation
                  claims and bank overdrafts, in each case incurred in the
                  ordinary course of business;

                           (vii) Contingent Obligations in respect of
                  third-party loans and advances to officers or employees of the
                  Guarantor, the Borrower or any of their Subsidiaries (A) for
                  travel and entertainment expenses incurred in the ordinary
                  course of business, (B) for relocation expenses incurred in
                  the ordinary course of business, or (C) for other purposes,
                  and in the case of this clause (C), in an aggregate amount (as
                  to the Borrower and all its Subsidiaries), together with the
                  aggregate amount of all Investments permitted under Section
                  5.02(f)(ii)(B), of up to $2,000,000 outstanding at any time;

                           (viii) Contingent Obligations of the Borrower or any
                  Subsidiary incurred in connection with Permitted Acquisitions
                  permitted under Section 5.02(f)(xiv);

                           (ix) (A) Contingent Obligations represented by
                  contracts entered into by the Borrower or any of its
                  Subsidiaries for the purchase of equipment, inventory and
                  supplies required by the Borrower or such Subsidiary in the
                  ordinary course of business and (B) accommodation guarantees
                  for the benefit of trade creditors of the Borrower or any of
                  its Subsidiaries in the ordinary course of business;

                           (x) Contingent Obligations in connection with sales
                  or other dispositions permitted under Section 5.02(e),
                  including indemnification obligations with respect to leases,
                  and guarantees of collectibility in respect of accounts
                  receivable or notes receivable for up to face value;

                           (xi) Contingent Obligations for performance, appeal,
                  judgment, replevin and similar bonds and suretyship
                  arrangements, in each case incurred in the ordinary course of
                  business and Contingent Obligations to insurers required in



                                       17
<PAGE>   23

                  connection with worker's compensation and other insurance
                  coverage incurred in the ordinary course of business;

                           (xii) Debt of the Borrower and its Subsidiaries which
                  may be deemed to exist pursuant to their respective
                  obligations to pay dividends after same have been declared;

                           (xiii) Guarantees by the Borrower of Debt of Domestic
                  Subsidiaries so long as such Debt is otherwise permitted
                  hereunder; and

                           (xiv) Debt with respect to completion guarantees,
                  performance bonds, surety bonds or customs bonds required in
                  the ordinary course of business.

                  "FUND" means any Person (other than a natural Person) that is
         (or will be) an "accredited investor" (as defined in Regulation D under
         the Securities Act of 1933) engaged in making, purchasing, holding or
         otherwise investing in commercial loans and similar extensions of
         credit in the ordinary course of its business.

                  "GAAP" has the meaning specified in Section 1.03.

                  "GRANTING BANK" has the meaning specified in Section 9.07.

                  "GUARANTEED OBLIGATIONS" has the meaning specified in Section
         7.01.

                  "GUARANTY SUPPLEMENT" has the meaning specified in Section
         7.05.

                  "HAZARDOUS MATERIALS" means (a) petroleum or petroleum
         products, by-products or breakdown products, radioactive materials,
         asbestos-containing materials, polychlorinated biphenyls and radon gas
         and (b) any other chemicals, materials or substances designated,
         classified or regulated as hazardous or toxic or as a pollutant or
         contaminant under any Environmental Law.

                  "HEDGE AGREEMENTS" means interest rate swap, cap or collar
         agreements, interest rate future or option contracts, currency swap
         agreements, currency future or option contracts and other hedging
         agreements.

                  "HEDGE BANK" means any Lender Party or an Affiliate of a
         Lender Party in its capacity as a party to a Secured Hedge Agreement.

                  "ICC" has the meaning specified in Section 2.03(e).

                  "INDEMNIFIED LIABILITIES" has the meaning specified in Section
         9.04(b).

                  "INDEMNITEES" has the meaning specified in Section 9.04(b).

                  "INFORMATION MEMORANDUM" means the information memorandum
         dated September 2000 used by the Lead Arranger in connection with the
         syndication of the Commitments.


                                       18
<PAGE>   24

                  "INITIAL EXTENSION OF CREDIT" means the initial Borrowing
         hereunder.

                  "INITIAL ISSUING BANK", "INITIAL LENDER PARTIES" and "INITIAL
         LENDERS" each has the meaning specified in the recital of parties to
         this Agreement.

                  "INSUFFICIENCY" means, with respect to any Plan, the amount,
         if any, of its unfunded benefit liabilities, as defined in Section
         4001(a)(18) of ERISA.

                  "INTEREST COVERAGE RATIO" means, for any fiscal quarter, the
         ratio of (a) EBITDA for such fiscal quarter to (b) net cash interest
         payable on all Debt for Borrowed Money and, without duplication, all
         Debt in respect of the Asset Securitization of the Borrower and its
         Subsidiaries (net of cash interest income) during the four consecutive
         fiscal quarters ended at the end of such fiscal quarter; provided,
         however, that (x) for the fiscal quarter ended December 31, 2000, the
         item in clause (b) shall be calculated as the sum of (i) such item for
         the fiscal quarter ended December 31, 2000 and (ii) the amount set
         forth on for such quarter Schedule III for such item, (y) for the
         fiscal quarter ended March 31, 2001, the item in clause (b) shall be
         calculated as the sum of (i) such item for the two fiscal quarters
         ended March 31, 2001 and (ii) the amount set forth for such quarter on
         Schedule III for such item, and (z) for the fiscal quarter ended June
         30, 2001, the item in clause (b) shall be calculated as the sum of (i)
         such item for the three fiscal quarters ended June 30, 2001 and (ii)
         the amount set forth for such quarter on Schedule III for such item.

                  "INTEREST PERIOD" means, for each Eurodollar Rate Advance
         comprising part of the same Borrowing, the period commencing on the
         date of such Eurodollar Rate Advance or the date of the Conversion of
         any Base Rate Advance into such Eurodollar Rate Advance, and ending on
         the last day of the period selected by the Borrower pursuant to the
         provisions below and, thereafter, each subsequent period commencing on
         the last day of the immediately preceding Interest Period and ending on
         the last day of the period selected by the Borrower pursuant to the
         provisions below. The duration of each such Interest Period shall be
         one, two, three or six months, as the Borrower may, upon notice
         received by the Administrative Agent not later than 11:00 A.M. (New
         York City time) on the third Business Day prior to the first day of
         such Interest Period, select; provided, however, that:

                           (a) the Borrower may not select any Interest Period
                  with respect to any Eurodollar Rate Advance under a Facility
                  that ends after any principal repayment installment date for
                  such Facility unless, after giving effect to such selection,
                  the aggregate principal amount of Base Rate Advances and of
                  Eurodollar Rate Advances having Interest Periods that end on
                  or prior to such principal repayment installment date for such
                  Facility shall be at least equal to the aggregate principal
                  amount of Advances under such Facility due and payable on or
                  prior to such date;

                           (b) Interest Periods commencing on the same date for
                  Eurodollar Rate Advances comprising part of the same Borrowing
                  shall be of the same duration;


                                       19
<PAGE>   25

                           (c) whenever the last day of any Interest Period
                  would otherwise occur on a day other than a Business Day, the
                  last day of such Interest Period shall be extended to occur on
                  the next succeeding Business Day, provided, however, that, if
                  such extension would cause the last day of such Interest
                  Period to occur in the next following calendar month, the last
                  day of such Interest Period shall occur on the next preceding
                  Business Day; and

                           (d) whenever the first day of any Interest Period
                  occurs on a day of an initial calendar month for which there
                  is no numerically corresponding day in the calendar month that
                  succeeds such initial calendar month by the number of months
                  equal to the number of months in such Interest Period, such
                  Interest Period shall end on the last Business Day of such
                  succeeding calendar month.

                  "INTERIM REVOLVING CREDIT ADVANCE" has the meaning specified
         in Section 2.01(d).

                  "INTERIM REVOLVING CREDIT BORROWING" means a borrowing
         consisting of simultaneous Interim Revolving Credit Advances of the
         same Type made by the Interim Revolving Credit Lenders.

                  "INTERIM REVOLVING CREDIT COMMITMENT" means, with respect to
         any Interim Revolving Credit Lender at any time, the amount set forth
         opposite such Lender's name on Schedule I hereto under the caption
         "Interim Revolving Credit Commitment" or, if such Lender has entered
         into one or more Assignment and Acceptances, set forth for such Lender
         in the Register maintained by the Administrative Agent pursuant to
         Section 9.07(e) as such Lender's "Interim Revolving Credit Commitment",
         as such amount may be reduced at or prior to such time pursuant to
         Section 2.05.

                  "INTERIM REVOLVING CREDIT FACILITY" means, at any time, the
         aggregate amount of the Interim Revolving Credit Lenders' Interim
         Revolving Credit Commitments at such time.

                  "INTERIM REVOLVING CREDIT LENDER" means any Lender that has an
         Interim Revolving Credit Commitment.

                  "INTERIM REVOLVING CREDIT NOTE" means a promissory note of the
         Borrower payable to the order of an Interim Revolving Credit Lender, in
         substantially the form of Exhibit A-4 hereto, evidencing the aggregate
         indebtedness of the Borrower to such Lender resulting from the Interim
         Revolving Credit Advances made by such Lender, as amended.

                  "INTERNAL REVENUE CODE" means the Internal Revenue Code of
         1986, as amended from time to time, and the regulations promulgated and
         rulings issued thereunder.

                  "INVENTORY" means all Inventory referred to in Section 1(b) of
         the Security Agreement.


                                       20
<PAGE>   26


                  "INVESTMENT" in any Person means any loan or advance to such
         Person, any purchase or other acquisition of any Equity Interests or
         Debt or the assets comprising a division or business unit or all or
         substantially all of the business of such Person, any capital
         contribution to such Person or any other direct or indirect investment
         in such Person.

                  "ISSUING BANK" means the Initial Issuing Bank and any Eligible
         Assignee to which a Letter of Credit Commitment hereunder has been
         assigned pursuant to Section 9.07 so long as such Eligible Assignee
         expressly agrees to perform in accordance with their terms all of the
         obligations that by the terms of this Agreement are required to be
         performed by it as the Issuing Bank and notifies the Administrative
         Agent of its Applicable Lending Office and the amount of its Letter of
         Credit Commitment (which information shall be recorded by the
         Administrative Agent in the Register), for so long as such Initial
         Issuing Bank or Eligible Assignee, as the case may be, shall have a
         Letter of Credit Commitment.

                  "JOINT LEAD ARRANGER" has the meaning specified in the recital
         of parties to this Agreement.

                  "JLL" has the meaning specified in the definition of "Equity
         Investors".

                  "JLL PAYMENTS" means payments to JLL or any of its affiliates
         or agents of (A) fees for management consulting or financial advisory
         services provided to the Borrower or any of its Subsidiaries in an
         annual amount not to exceed $1,000,000 and not to exceed $5,000,000 in
         the aggregate and (B) an annual amount not to exceed $500,000 to pay or
         reimburse its administrative expenses.

                  "L/C CASH COLLATERAL ACCOUNT" has the meaning specified in the
         Security Agreement.

                  "L/C RELATED DOCUMENTS" has the meaning specified in Section
         2.04(f)(ii)(A).

                  "LEAD ARRANGER" has the meaning specified in the recital of
         parties to this Agreement.

                  "LENDER PARTY" means any Lender, the Issuing Bank or the Swing
         Line Bank.

                  "LENDERS" means the Initial Lenders and each Person that shall
         become a Lender hereunder pursuant to Section 9.07 for so long as such
         Initial Lender or Person, as the case may be, shall be a party to this
         Agreement.

                  "LETTER OF CREDIT ADVANCE" means an advance made by the
         Issuing Bank or any Tranche A Revolving Credit Lender pursuant to
         Section 2.03(c).

                  "LETTER OF CREDIT AGREEMENT" has the meaning specified in
         Section 2.03(a).

                  "LETTER OF CREDIT COMMITMENT" means, with respect to the
         Issuing Bank, at any time, the amount set forth opposite the Issuing
         Bank's name on Schedule I hereto under


                                       21
<PAGE>   27

         the caption "Letter of Credit Commitment" or, if the Issuing Bank has
         entered into one or more Assignment and Acceptances, set forth for the
         Issuing Bank in the Register maintained by the Administrative Agent
         pursuant to Section 9.07(e) as the Issuing Bank's "Letter of Credit
         Commitment", as such amount may be reduced at or prior to such time
         pursuant to Section 2.05.

                  "LETTER OF CREDIT FACILITY" means, at any time, an amount
         equal to the amount of the Issuing Bank's Letter of Credit Commitment
         at such time.

                  "LETTERS OF CREDIT" has the meaning specified in Section
         2.01(f).

                  "LIEN" means any lien, security interest or other charge or
         encumbrance of any kind, or any other type of preferential arrangement,
         including, without limitation, the lien or retained security title of a
         conditional vendor and any easement, right of way or other encumbrance
         on title to real property.

                  "LOAN DOCUMENTS" means (i) this Agreement, (ii) the Notes,
         (iii) the Subsidiary Guaranty, (iv) the Collateral Documents, (v) the
         Fee Letter , (vi) each Letter of Credit Agreement and (vii) each
         Secured Hedge Agreement, in each case as amended.

                  "LOAN PARTIES" means the Borrower and the Subsidiary
         Guarantors.

                  "MARGIN STOCK" has the meaning specified in Regulation U.

                  "MATERIAL ADVERSE CHANGE" means any material adverse change in
         the business, financial condition, operations, performance, or
         properties of the Borrower and its Subsidiaries, taken as a whole;
         provided, however, that the status of item 21 on Schedule 4.01(f) on
         the date hereof shall not constitute a Material Adverse Change.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
         (a) the business, financial condition, operations, performance, or
         properties of the Borrower and its Subsidiaries, taken as a whole, (b)
         the rights and remedies of the Administrative Agent and the Lender
         Parties under the Loan Documents, taken as a whole, or (c) the ability
         of the Loan Parties, taken as a whole, to perform their Obligations
         under any Loan Document, taken as a whole; provided, however, that the
         status of item 21 on Schedule 4.01(f) on the date hereof shall not
         constitute a Material Adverse Effect.

                  "ML & CO." has the meaning specified in the recital of parties
         hereto.

                  "MOODY'S" means Moody's Investors Service, Inc.

                  "MORTGAGE POLICIES" has the meaning specified in Section
         5.01(q)(B).

                  "MORTGAGES" has the meaning specified in Section 5.01(q).

                  "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in
         Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
         Affiliate is making


                                       22
<PAGE>   28

         or accruing an obligation to make contributions, or has within any of
         the preceding five plan years made or accrued an obligation to make
         contributions.

                  "MULTIPLE EMPLOYER PLAN" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of any Loan Party or any ERISA Affiliate and at least one
         Person other than the Loan Parties and the ERISA Affiliates or (b) was
         so maintained and in respect of which any Loan Party or any ERISA
         Affiliate could have liability under Section 4064 or 4069 of ERISA in
         the event such plan has been or were to be terminated.

                  "NET CASH PROCEEDS" means, with respect to any sale, lease,
         transfer or other disposition of any asset or the incurrence or
         issuance of any Debt by any Person, or any Extraordinary Receipt as and
         when received by or paid to any Person, the aggregate amount of cash
         received from time to time (whether as initial consideration or through
         payment or disposition of deferred consideration) by such Person in
         connection with such transaction after deducting therefrom only
         (without duplication) (a) reasonable and customary brokerage
         commissions, underwriting fees and discounts, legal fees, finder's
         fees, termination, severance and relocation expenses and other similar
         fees, expenses and commissions, (b) the amount of taxes paid or payable
         in connection with or as a result of such transaction, (c) amounts
         required to be applied to the repayment of Debt in connection with any
         such sale, lease, transfer or other disposition of any asset, (d) any
         reserve for adjustment in respect of the sale price of such asset
         established in accordance with GAAP and any reserve in accordance with
         GAAP against any liabilities associated with the asset so disposed of,
         including, without limitation, pension, any other post-employment
         benefit liabilities, liabilities related to environmental matters, and
         indemnification obligations associated with such asset disposition, and
         (e) provision for amounts paid or payable to minority interest holders
         in any such asset as a result of the sale or other disposition of such
         asset, in each case to the extent, but only to the extent, that the
         amounts so deducted are, at the time of receipt of such cash, actually
         paid or payable to a Person that is not an Affiliate of such Person or
         any Loan Party or any Affiliate of any Loan Party and are properly
         attributable to such transaction or to the asset that is the subject
         thereof; provided, however, that in the case of taxes that are
         deductible under clause (b) or (d) above but for the fact that, at the
         time of receipt of such cash, such taxes or reserves have not been
         actually paid or are not then payable, such Loan Party or such
         Subsidiary may deduct an amount (the "RESERVED AMOUNT") equal to the
         amount reserved in accordance with GAAP for such Loan Party's or such
         Subsidiary's reasonable estimate of such taxes or other reserves;
         provided further that "Net Cash Proceeds" shall not include
         Extraordinary Receipts or any proceeds of any sale, lease, transfer or
         other disposition of any asset that are reinvested in the business of
         the Borrower and its Subsidiaries so long as such reinvestment is
         reasonably commenced within twelve months after the receipt of such
         proceeds.

                  "NOTE" means a Term A Note, a Term B Note, a Tranche A
         Revolving Credit Note or an Interim Revolving Credit Note.

                  "NOTICE OF BORROWING" has the meaning specified in Section
         2.02(a).


                                       23
<PAGE>   29

                  "NOTICE OF ISSUANCE" has the meaning specified in Section
         2.03(a).

                  "NOTICE OF RENEWAL" has the meaning specified in Section
         2.01(f).

                  "NOTICE OF SWING LINE BORROWING" has the meaning specified in
         Section 2.02(b).

                  "NOTICE OF TERMINATION" has the meaning specified in Section
         2.01(f).

                  "NPL" means the National Priorities List under CERCLA.

                  "OBLIGATION" means, 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 6.01(f). Without
         limiting the generality of the foregoing, the Obligations of any Loan
         Party 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 such Loan Party under any Loan Document and (b) the
         obligation of such Loan Party to reimburse any amount in respect of any
         of the foregoing that any Lender Party, in its sole discretion, may
         elect to pay or advance on behalf of such Loan Party.

                  "OPEN YEAR" has the meaning specified in Section 4.01(r)(ii).

                  "OTHER BASKET DEBT" means:

                           (xv) Contingent Obligations in respect of Debt of a
                  Person in connection with joint ventures or similar
                  arrangements permitted by Section 5.02(f)(xiv), (xv) or (xvi)
                  in respect of which no other co-investor or other Person has a
                  greater legal or beneficial ownership interest than the
                  Borrower or any of its Subsidiaries;

                           (xvi) Debt of a Person which becomes a Subsidiary
                  after the date hereof, provided that (i) such Debt existed at
                  the time such Person became a Subsidiary and was not created
                  in anticipation thereof and (ii) immediately after giving
                  effect to the acquisition of such Person by the Borrower no
                  Default or Event of Default shall have occurred and be
                  continuing; and

                           (xvii) Debt of the Borrower or any of its
                  Subsidiaries incurred to finance insurance premiums in the
                  ordinary course of business.

                  "OTHER TAXES" has the meaning specified in Section 2.12(b).

                  "PBGC" means the Pension Benefit Guaranty Corporation (or any
         successor).


                                       24
<PAGE>   30

                  "PCS HQ SALE" means the disposition of PCS headquarters and
         related real estate pursuant to a sale leaseback arrangement, with the
         proceeds for the account of the Seller, and any disposition as to
         which, in connection with the Acquisition, the Borrower has agreed is
         for the account of the Seller.

                  "PERMITTED ENCUMBRANCES" has the meaning specified in the
         Mortgages.

                  "PERMITTED LIENS" means such of the following as to which no
         execution, foreclosure or similar proceeding which would, either
         individually or together with all such Liens, reasonably be expected to
         have a Material Adverse Effect shall have been commenced: (a) Liens for
         taxes, assessments and governmental charges or levies to the extent not
         required to be paid under Section 5.01(b); (b) Liens imposed by law or
         incurred pursuant to ordinary course of business contracts (other than
         contracts relating to Debt for Borrowed Money), such as landlords',
         materialmen's, mechanics', carriers', workmen's and repairmen's Liens
         and other similar Liens arising in the ordinary course of business
         securing obligations that are not overdue for a period of more than 45
         days or which are being contested in good faith and by appropriate
         proceedings and as to which appropriate reserves are being maintained
         in accordance with GAAP; (c) pledges or deposits to secure obligations
         under workers' compensation laws or similar legislation or to secure
         public or statutory obligations or other insurance related obligations
         (including, without limitation, pledges or deposits or other Liens
         securing liability to insurance carriers under insurance or
         self-insurance arrangements; (d) zoning restrictions, easements, rights
         of way and other encumbrances on title to real property none of which,
         either individually or in the aggregate, would reasonably be expected
         to have a Material Adverse Effect; (e) Liens of landlords or of
         mortgages of landlords arising by operation of law or pursuant to the
         terms of real property leases; (f) Liens arising from judgments or
         decrees in circumstances not constituting an Event of Default under
         Section 6.01(g); (g) Liens to secure the performance of bids, tenders,
         trade contracts (other than for borrowed money), obligations for
         utilities, leases, statutory obligations, surety and appeal bonds,
         performance bonds, judgment and like bonds, replevin and similar bonds
         and other obligations of a like nature incurred in the ordinary course
         of business; (h) Liens arising under the indenture governing the Seller
         Note or any indenture governing Debt issued in refinancing thereof
         solely in favor of the trustee named therein for its own benefit; (i)
         set-off, charge-back and other rights of depository and collection
         banks and other regulated financial institutions with respect to money
         or instruments of the Borrower or its Subsidiaries on deposit with or
         in the possession of such institutions; (j) licenses, sublicenses,
         leases and subleases granted to third parties in the ordinary course of
         business; (k) Liens arising from precautionary UCC financing statements
         regarding operating leases; and (l) Liens arising out of consignment or
         similar arrangements for the sale of goods entered into in the ordinary
         course of business.

                  "PERSON" means an individual, partnership, corporation
         (including a business trust), limited liability company, joint stock
         company, trust, unincorporated association, joint venture or other
         entity, or a government or any political subdivision or agency thereof.

                  "PLAN" means a Single Employer Plan or a Multiple Employer
         Plan.


                                       25
<PAGE>   31

                  "PLEDGED DEBT" has the meaning specified in the Security
         Agreement.

                  "PLEDGED SHARES" has the meaning specified in the Security
         Agreement.

                  "POST-PETITION INTEREST" has the meaning specified in Section
         7.06.

                  "PREFERRED INTERESTS" means, with respect to any Person,
         Equity Interests issued by such Person that are entitled to a
         preference or priority over any other Equity Interests issued by such
         Person upon any distribution of such Person's property and assets,
         whether by dividend or upon liquidation.

                  "PRELIMINARY INFORMATION MEMORANDUM" means the preliminary
         information memorandum dated August 2000 used by the Lead Arranger in
         connection with the syndication of the Commitments.

                  "PREPAYMENT AMOUNT" has the meaning specified in Section
         2.06(c).

                  "PRO RATA SHARE" of any amount means, with respect to any
         Tranche A Revolving Credit Lender at any time, the product of such
         amount times a fraction the numerator of which is the amount of such
         Lender's Tranche A Revolving Credit Commitment at such time (or, if the
         Commitments shall have been terminated pursuant to Section 2.05 or
         6.01, such Lender's Tranche A Revolving Credit Commitment as in effect
         immediately prior to such termination) and the denominator of which is
         the Tranche A Revolving Credit Facility at such time (or, if the
         Commitments shall have been terminated pursuant to Section 2.05 or
         6.01, the Tranche A Revolving Credit Facility as in effect immediately
         prior to such termination).

                  "RECEIVABLES" means all Receivables referred to in Section
         1(c) of the Security Agreement.

                  "RECEIVABLES SUBSIDIARY" means a Subsidiary of the Borrower
         that conducts no business other than the Asset Securitization and
         activities incidental thereto.

                  "REDEEMABLE" means, with respect to any Equity Interest, any
         Debt or any other right or Obligation, any such Equity Interest, Debt,
         right or Obligation that (a) the issuer has undertaken to redeem on or
         prior to October 2, 2007 at a fixed or determinable date or dates,
         whether by operation of a sinking fund or otherwise, or upon the
         occurrence of a condition not solely within the control of the issuer
         or (b) is redeemable at the option of the holder on or prior to October
         2, 2007.

                  "REDUCTION AMOUNT" has the meaning specified in Section
         2.06(b)(vi).

                  "REFINANCING DEBT" with respect to any Debt, means any Debt
         extending the maturity of, or refunding or refinancing, in whole or in
         part, any such Debt (including without limitation Surviving Debt),
         provided that the terms of any such extending, refunding or refinancing
         Debt, and of any agreement entered into and of any instrument issued in
         connection therewith, are otherwise permitted by the Loan Documents,
         provided further that the principal amount of such Debt being extended,
         refunded or


                                       26
<PAGE>   32

         refinanced shall not be increased above the principal amount thereof
         outstanding immediately prior to such extension, refunding or
         refinancing (plus the amount of any fees and expenses directly related
         to such extension, refunding or refinancing), as a result of or in
         connection with such extension, refunding or refinancing, provided
         still further that the terms and conditions thereof are either (i)
         reasonably satisfactory to the Administrative Agent or (ii) certified
         by a nationally recognized investment bank as market terms and
         conditions at such time for similar debt securities issued by similar
         Persons.

                  "REGISTER" has the meaning specified in Section 9.07(e).

                  "REGULATION U" means Regulation U of the Board of Governors of
         the Federal Reserve System, as in effect from time to time.

                  "RELATED DOCUMENTS" means the Acquisition Agreement and the
         Seller Note.

                  "REQUIRED LENDERS" means, at any time, Lenders owed or holding
         at least a majority in interest of the sum of (a) the aggregate amount
         of the Tranche A Revolving Credit Commitments at such time, (b) the
         aggregate amount of the Interim Revolving Credit Commitments
         outstanding at such time, (c) the aggregate amount of Term A
         Commitments at such time and (d) the aggregate amount of the Term B
         Commitments at such time; provided, however, that if any Lender shall
         be a Defaulting Lender at such time, there shall be excluded from the
         determination of Required Lenders at such time (A) the amount of such
         Lender's Tranche A Revolving Credit Commitment at such time, (B) the
         amount of such Lender's Interim Revolving Credit Commitment at such
         time, (C) the amount of such Lender's Term A Commitment at such time
         and (D) the amount of such Lender's Term B Commitment at such time.

                  "RESPONSIBLE OFFICER" means any executive officer of the
         Borrower or any of its Subsidiaries.

                  "REVOLVING CREDIT FACILITIES" means the Tranche A Revolving
         Credit Facility and the Interim Revolving Credit Facility.

                  "RITE AID TRANSITION SERVICES AGREEMENT" means the Rite Aid
         Transition Services Agreement, dated effective as of September 30,
         2000, among the Seller, the Borrower and PCS Holding Corporation, a
         Delaware corporation.

                  "SECURED HEDGE AGREEMENT" means any Hedge Agreement required
         or permitted under Article V that is entered into by and between the
         Borrower and any Hedge Bank.

                  "S&P" means Standard & Poor's, a division of The McGraw-Hill
         Companies, Inc.

                  "SEC" means the Securities and Exchange Commission.

                  "SECURED OBLIGATIONS" has the meaning specified in Section 2
         of the Security Agreement.


                                       27
<PAGE>   33

                  "SECURED PARTIES" means the Agents, the Lender Parties and the
         Hedge Banks.

                  "SECURITY AGREEMENT" has the meaning specified in Section
         3.01(a)(ii).

                  "SELLER" has the meaning specified in the Preliminary
         Statements to this Agreement.

                  "SELLER NOTE" has the meaning specified in the Preliminary
         Statements hereto and all agreements, indentures and supplemental
         indentures pursuant to which the Seller Note is issued, in each case as
         amended, to the extent permitted under the Loan Documents.

                  "SERIES A-1 PREFERRED STOCK" means the Series A-1 11%
         convertible preferred stock issued by the Borrower.

                  "SERIES A-1 PREFERRED STOCK DOCUMENTS" means the Certificate
         of Designations for the Series A-1 Preferred Stock.

                  "SERIES A-2 PREFERRED STOCK" means the Series A-2 11%
         convertible preferred stock issued by the Borrower.

                  "SERIES A-2 PREFERRED STOCK DOCUMENTS" means the Certificate
         of Designations for the Series A-2 Preferred Stock.

                  "SERIES B PREFERRED STOCK" means the Series B convertible
         preferred stock issued by the Borrower.

                  "SERIES B PREFERRED STOCK DOCUMENTS" means the Certificate of
         Designations for the Series B Preferred Stock.

                  "SINGLE EMPLOYER PLAN" means a single employer plan, as
         defined in Section 4001(a)(15) of ERISA, that (a) is maintained for
         employees of any Loan Party or any ERISA Affiliate and no Person other
         than the Loan Parties and the ERISA Affiliates or (b) was so maintained
         and in respect of which any Loan Party or any ERISA Affiliate could
         have liability under Section 4069 of ERISA in the event such plan has
         been or were to be terminated.

                  "SOLVENT" and "SOLVENCY" mean, with respect to any Person on a
         particular date, that on such date (a) the fair value of the property
         of such Person is greater than the total amount of liabilities,
         including, without limitation, contingent liabilities, of such Person,
         (b) the present fair salable value of the assets of such Person is not
         less than the amount that will be required to pay the probable
         liability of such Person on its debts as they become absolute and
         matured, (c) such Person does not intend to, and does not believe that
         it will, incur debts or liabilities beyond such Person's ability to pay
         such debts and liabilities as they mature and (d) such Person is not
         engaged in business or a transaction, and is not about to engage in
         business or a transaction, for which such Person's property would
         constitute an unreasonably small capital. The amount of contingent
         liabilities at any time shall be computed as the amount that, in the
         light of all the facts and


                                       28
<PAGE>   34

         circumstances existing at such time, represents the amount that can
         reasonably be expected to become an actual or matured liability.

                  "SPC" has the meaning specified in Section 9.07.

                  "STANDBY LETTER OF CREDIT" means any Letter of Credit issued
         under the Letter of Credit Facility, other than a Trade Letter of
         Credit.

                  "SUBORDINATED DEBT" means any Debt of any Loan Party that is
         subordinated in right of payment and collection to the Obligations of
         such Loan Party under the Loan Documents on, and that otherwise
         contains, terms and conditions either (i) reasonably satisfactory to
         the Administrative Agent or (ii) certified by a nationally recognized
         investment bank as market terms and conditions at such time for similar
         debt securities issued by similar Persons (it being agreed that the
         subordination provisions of the Seller Note are satisfactory to the
         Required Lenders).

                  "SUBORDINATED DEBT DOCUMENTS" means all agreements, indentures
         and instruments pursuant to which Subordinated Debt is issued, in each
         case as amended, to the extent permitted under the Loan Documents.

                  "SUBORDINATED OBLIGATIONS" has the meaning specified in
         Section 7.06.

                  "SUBSIDIARY" of any Person means any corporation, partnership,
         joint venture, limited liability company, trust or estate of which (or
         in which) more than 50% of (a) the issued and outstanding capital stock
         having ordinary voting power to elect a majority of the Board of
         Directors of such corporation (irrespective of whether at the time
         capital stock of any other class or classes of such corporation shall
         or might have voting power upon the occurrence of any contingency), (b)
         the interest in the capital or profits of such partnership, joint
         venture or limited liability company or (c) the beneficial interest in
         such trust or estate is at the time directly or indirectly owned or
         controlled by such Person, by such Person and one or more of its other
         Subsidiaries or by one or more of such Person's other Subsidiaries.

                  "SUBSIDIARY GUARANTORS" means the Subsidiaries of the Borrower
         listed on Schedule II hereto and each other Subsidiary of the Borrower
         that shall be required to execute and deliver a guaranty pursuant to
         Section 5.01(j).

                  "SUBSIDIARY GUARANTY" means the guaranty of the Subsidiary
         Guarantors set forth in Article VII.

                  "SURVIVING DEBT" means Debt of each Loan Party and its
         Subsidiaries outstanding immediately before and after giving effect to
         the Transaction.

                  "SWING LINE ADVANCE" means an advance made by (a) the Swing
         Line Bank pursuant to Section 2.01(e) or (b) any Tranche A Revolving
         Credit Lender pursuant to Section 2.02(b).

                  "SWING LINE BANK" means Bank of America.


                                       29
<PAGE>   35

                  "SWING LINE BORROWING" means a borrowing consisting of a Swing
         Line Advance made by the Swing Line Bank pursuant to Section 2.01(e) or
         the Tranche A Revolving Credit Lenders pursuant to Section 2.02(b).

                  "SWING LINE FACILITY" has the meaning specified in Section
         2.01(e).

                  "SYNDICATION AGENT" has the meaning specified in the recital
         of parties to this Agreement.

                  "TAXES" has the meaning specified in Section 2.12(a).

                  "TERM A ADVANCE" has the meaning specified in Section 2.01(a).

                  "TERM A BORROWING" means a borrowing consisting of
         simultaneous Term A Advances of the same Type made by the Term A
         Lenders.

                  "TERM A COMMITMENT" means, with respect to any Term A Lender
         at any time, the amount set forth opposite such Lender's name on
         Schedule I hereto under the caption "Term A Commitment" or, if such
         Lender has entered into one or more Assignment and Acceptances, set
         forth for such Lender in the Register maintained by the Administrative
         Agent pursuant to Section 9.07(e) as such Lender's "Term A Commitment",
         as such amount may be reduced at or prior to such time pursuant to
         Section 2.05.

                  "TERM A FACILITY" means, at any time, the aggregate amount of
         the Term A Lenders' Term A Commitments at such time.

                  "TERM A LENDER" means any Lender that has a Term A Commitment.

                  "TERM A NOTE" means a promissory note of the Borrower payable
         to the order of any Term A Lender, in substantially the form of Exhibit
         A-1 hereto, evidencing the indebtedness of the Borrower to such Lender
         resulting from the Term A Advance made by such Lender, as amended.

                  "TERM ADVANCES" means the Term A Advances and Term B Advances.

                  "TERM B ADVANCE" has the meaning specified in Section 2.01(b).

                  "TERM B BORROWING" means a borrowing consisting of
         simultaneous Term B Advances of the same Type made by the Term B
         Lenders.

                  "TERM B COMMITMENT" means, with respect to any Term B Lender
         at any time, the amount set forth opposite such Lender's name on
         Schedule I hereto under the caption "Term B Commitment" or, if such
         Lender has entered into one or more Assignment and Acceptances, the
         amount set forth for such Lender in the Register maintained by the
         Administrative Agent pursuant to Section 9.07(e) as such Lender's "Term
         B Commitment", as such amount may be reduced at or prior to such time
         pursuant to Section 2.05.


                                       30
<PAGE>   36

                  "TERM B FACILITY" means, at any time, the aggregate amount of
         the Term B Lenders' Term B commitments at such time.

                  "TERM B LENDER" means any Lender that has a Term B Commitment.

                  "TERM B NOTE" means a promissory note of the Borrower payable
         to the order of any Term B Lender, in substantially the form of Exhibit
         A-2 hereto, evidencing the indebtedness of the Borrower to such Lender
         resulting from the Term B Advances made by such Lender, as amended.

                  "TERM FACILITIES" means the Term A Facility and Term B
         Facility.

                  "TERMINATION DATE" means the earlier of (a) the date of
         termination in whole of the Interim Revolving Credit Commitments, the
         Tranche A Revolving Credit Commitments, the Letter of Credit
         Commitment, the Term A Commitments and the Term B Commitments pursuant
         to Section 2.05 or 6.01 and (b) (i) for purposes of the Tranche A
         Revolving Credit Facility, the Letter of Credit Facility and the Term A
         Facility, October 3, 2005, (ii) for purposes of the Term B Facility and
         for all other purposes, October 2, 2007 and (iii) for the purposes of
         the Interim Revolving Credit Facility, the earlier of (x) the date of
         consummation of the Asset Securitization and (y) October 2, 2005.

                  "TOTAL LEVERAGE RATIO" means, for any fiscal quarter, the
         ratio of (a) Consolidated total Debt for Borrowed Money of the Borrower
         and its Subsidiaries and, without duplication, all Debt of the Borrower
         and its Subsidiaries in respect of the Asset Securitization for such
         fiscal quarter as at the end of such fiscal quarter, to (b) EBITDA of
         the Borrower and its Subsidiaries; provided, however, that in
         calculating total Debt for Borrowed Money of the Borrower and its
         Subsidiaries as at the end of such fiscal quarter, the aggregated
         amount of Debt in respect of the Revolving Credit Facilities as at the
         end of such fiscal quarter shall be calculated as the average daily
         principal amount of Debt in respect of the Revolving Credit Facilities
         outstanding during such fiscal quarter.

                  "TRADE LETTER OF CREDIT" means any Letter of Credit that is
         issued under the Letter of Credit Facility for the benefit of a
         supplier of goods or services to the Borrower or any of its
         Subsidiaries to effect payment for such goods or services.

                  "TRANCHE A REVOLVING CREDIT ADVANCE" has the meaning specified
         in Section 2.01(c).

                  "TRANCHE A REVOLVING CREDIT BORROWING" means a borrowing
         consisting of simultaneous Tranche A Revolving Credit Advances of the
         same Type made by the Tranche A Revolving Credit Lenders.

                  "TRANCHE A REVOLVING CREDIT COMMITMENT" means, with respect to
         any Tranche A Revolving Credit Lender at any time, the amount set forth
         opposite such Lender's name on Schedule I hereto under the caption "
         Tranche A Revolving Credit Commitment" or, if such Lender has entered
         into one or more Assignment and Acceptances, set forth for such Lender
         in the Register maintained by the Administrative


                                       31
<PAGE>   37

         Agent pursuant to Section 9.07(e) as such Lender's " Tranche A
         Revolving Credit Commitment", as such amount may be reduced at or prior
         to such time pursuant to Section 2.05.

                  "TRANCHE A REVOLVING CREDIT FACILITY" means, at any time, the
         aggregate amount of the Tranche A Revolving Credit Lenders' Tranche A
         Revolving Credit Commitments at such time.

                  "TRANCHE A REVOLVING CREDIT LENDER" means any Lender that has
         a Tranche A Revolving Credit Commitment.

                  "TRANCHE A REVOLVING CREDIT NOTE" means a promissory note of
         the Borrower payable to the order of any Tranche A Revolving Credit
         Lender, in substantially the form of Exhibit A-3 hereto, evidencing the
         aggregate indebtedness of the Borrower to such Lender resulting from
         the Tranche A Revolving Credit Advances, Letter of Credit Advances and
         Swing Line Advances made by such Lender, as amended.

                  "TRANSACTION" means the Acquisition, the issuance of the
         Seller Note, the issuance of the Series A-1 Preferred Stock, the Series
         A-2 Preferred Stock and the Series B Preferred Stock and the other
         transactions contemplated by the Transaction Documents.

                  "TRANSACTION DOCUMENTS" means, collectively, the Loan
         Documents the Related Documents, the Series A-1 Preferred Stock
         Documents, the Series A-2 Preferred Stock Documents and the Series B
         Preferred Stock Documents.

                  "TYPE" refers to the distinction between Advances bearing
         interest at the Base Rate and Advances bearing interest at the
         Eurodollar Rate.

                  "UNUSED INTERIM REVOLVING CREDIT COMMITMENT" means, with
         respect to any Interim Revolving Credit Lender at any time, (a) such
         Lender's Interim Revolving Credit Commitment at such time minus (b) the
         aggregate principal amount of all Interim Revolving Credit Advances
         made by such Lender (in its capacity as a Lender) and outstanding at
         such time.

                  "UNUSED TRANCHE A REVOLVING CREDIT COMMITMENT" means, with
         respect to any Tranche A Revolving Credit Lender at any time, (a) such
         Lender's Tranche A Revolving Credit Commitment at such time minus (b)
         the sum of (i) the aggregate principal amount of all Tranche A
         Revolving Credit Advances, Swing Line Advances and Letter of Credit
         Advances made by such Lender (in its capacity as a Lender) and
         outstanding at such time plus (ii) such Lender's Pro Rata Share of (A)
         the aggregate Available Amount of all Letters of Credit outstanding at
         such time, (B) the aggregate principal amount of all Letter of Credit
         Advances made by the Issuing Bank pursuant to Section 2.03(c) and
         outstanding at such time and (C) the aggregate principal amount of all
         Swing Line Advances made by the Swing Line Bank pursuant to Section
         2.01(e) and outstanding at such time.


                                       32
<PAGE>   38

                  "VOTING INTERESTS" means shares of capital stock issued by a
         corporation, or equivalent Equity Interests in any other Person, 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 so to vote has
         been suspended by the happening of such a contingency.

                  "WELFARE PLAN" means a welfare plan, as defined in Section
         3(1) of ERISA, that is maintained for employees of any Loan Party or in
         respect of which any Loan Party could have liability.

                  "WITHDRAWAL LIABILITY" has the meaning specified in Part I of
         Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Computation of Time Periods; Other Definitional
Provisions. In this Agreement and the other Loan Documents in the computation of
periods of time from a specified date to a later specified date, the word "FROM"
means "from and including" and the words "TO" and "UNTIL" each mean "to but
excluding". References in the Loan Documents to any agreement or contract "AS
AMENDED" shall mean and be a reference to such agreement or contract as amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with its terms.

                  SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistent with those applied in the preparation
of the financial statements referred to in Section 4.01(g) ("GAAP").

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES
                            AND THE LETTERS OF CREDIT

                  SECTION 2.01. The Advances and the Letters of Credit. (a) The
Term A Advances. Each Term A Lender severally agrees, on the terms and
conditions hereinafter set forth, to make a single advance (a "TERM A Advance")
to the Borrower on the Effective Date in an amount not to exceed such Lender's
Term A Commitment at such time. The Term A Borrowing shall consist of Term A
Advances made simultaneously by the Term A Lenders ratably according to their
Term A Commitments. Amounts borrowed under this Section 2.01(a) and repaid or
prepaid may not be reborrowed.

                  (b) The Term B Advances. Each Term B Lender severally agrees,
on the terms and conditions hereinafter set forth, to make a single advance (a
"TERM B ADVANCE") to the Borrower on the Effective Date in an amount not to
exceed such Lender's Term B Commitment at such time. The Term B Borrowing shall
consist of Term B Advances made simultaneously by the Term B Lenders ratably
according to their Term B Commitments. Amounts borrowed under this Section
2.01(b) and repaid or prepaid may not be reborrowed.



                                       33
<PAGE>   39

                  (c) The Tranche A Revolving Credit Advances. Each Tranche A
Revolving Credit Lender severally agrees, on the terms and conditions
hereinafter set forth, to make advances (each a "TRANCHE A REVOLVING CREDIT
ADVANCE") to the Borrower from time to time on any Business Day during the
period from the date hereof until the Termination Date in an amount for each
such Advance not to exceed such Lender's Unused Tranche A Revolving Credit
Commitment at such time; provided, however, that in no event shall the aggregate
amount of Tranche A Revolving Credit Advances outstanding on the Effective Date
exceed $130 million. Each Tranche A Revolving Credit Borrowing shall be in an
aggregate minimum amount of $3,000,000 or an integral multiple of $1,000,000 in
excess thereof (other than a Borrowing the proceeds of which shall be used
solely to repay or prepay in full outstanding Swing Line Advances or outstanding
Letter of Credit Advances) and shall consist of Tranche A Revolving Credit
Advances made simultaneously by the Tranche A Revolving Credit Lenders ratably
according to their Tranche A Revolving Credit Commitments. Within the limits of
each Tranche A Revolving Credit Lender's Unused Tranche A Revolving Credit
Commitment in effect from time to time, the Borrower may borrow under this
Section 2.01(c), prepay pursuant to Section 2.06(a) and reborrow under this
Section 2.01(c).

                  (d) The Interim Revolving Credit Advances. Each Interim
Revolving Credit Lender severally agrees, on the terms and conditions
hereinafter set forth to make advances (each an "INTERIM REVOLVING CREDIT
ADVANCE") to the Borrower from time to time on any Business Day during the
period from the date hereof until the Termination Date in an amount for each
such Advance not to exceed such Lender's Unused Interim Revolving Credit
Commitment at such time; provided, however, that (i) an Interim Revolving Credit
Borrowing shall only occur at a time when the aggregate principal amount of the
Tranche A Revolving Credit Advances outstanding shall be at least $115 million
and (ii) in no event shall the aggregate amount of Interim Revolving Credit
Advances outstanding on the Effective Date exceed $0 million. Each Interim
Revolving Credit Borrowing shall be in an aggregate minimum amount of $3,000,000
or an integral multiple of $1,000,000 in excess thereof and shall consist of
Interim Revolving Credit Advances made simultaneously by the Interim Revolving
Credit Lenders ratably according to their Interim Revolving Credit Commitments.
Within the limits of each Interim Revolving Credit Lender's Unused Interim
Revolving Credit Commitments in effect from time to time, the Borrower may
borrow under this Section 2.01(d), prepay pursuant to Section 2.06(a) and
reborrow under this Section 2.01(d).

                  (e) The Swing Line Advances. The Borrower may request the
Swing Line Bank to make, and the Swing Line Bank shall make, on the terms and
conditions hereinafter set forth, Swing Line Advances to the Borrower from time
to time on any Business Day during the period from the date hereof until the
Termination Date (i) in an aggregate amount not to exceed at any time
outstanding $40 million (the "SWING LINE FACILITY") and (ii) in a minimum amount
for each such Swing Line Borrowing not to exceed the aggregate of the Unused
Tranche A Revolving Credit Commitments of the Tranche A Revolving Credit Lenders
at such time. No Swing Line Advance shall be used for the purpose of funding the
payment of principal of any other Swing Line Advance. Each Swing Line Borrowing
shall be in a minimum amount of $1 million or an integral multiple of $1 million
in excess thereof and shall be made as a Base Rate Advance. Within the limits of
the Swing Line Facility and within the limits referred to in clause (ii) above,
the Borrower may borrow under this Section 2.01(e), repay pursuant to Section
2.04(e) or prepay pursuant to Section 2.06(a) and reborrow under this Section
2.01(e).


                                       34
<PAGE>   40

                  (f) The Letters of Credit. The Issuing Bank agrees, on the
terms and conditions hereinafter set forth and in reliance upon the agreements
of the Tranche A Revolving Credit Lenders set forth in Section 2.03, to issue
letters of credit (the "LETTERS OF CREDIT") for the account of the Borrower from
time to time on any Business Day during the period from the date hereof until 30
days before the Termination Date in an aggregate Available Amount (i) for all
Letters of Credit not to exceed at any time the Letter of Credit Facility at
such time and (ii) for each such Letter of Credit not to exceed the Unused
Tranche A Revolving Credit Commitments of the Tranche A Revolving Credit Lenders
at such time. No Letter of Credit shall have an expiration date (including all
rights of the Borrower or the beneficiary to require renewal) later than the
earlier of 10 days before the Termination Date and (A) in the case of a Standby
Letter of Credit, one year after the date of issuance thereof, but may by its
terms be renewable (i) annually upon notice (a "NOTICE OF RENEWAL") given to the
Issuing Bank and the Administrative Agent on or prior to any date for notice of
renewal set forth in such Letter of Credit but in any event at least five
Business Days prior to the date of the proposed renewal of such Standby Letter
of Credit and upon fulfillment of the applicable conditions set forth in Article
III or (ii) automatically unless the Issuing Bank has notified the Borrower
(with a copy to the Administrative Agent) on or prior to the date for notice of
termination set forth in such Letter of Credit but in any event at least 30
Business Days prior to the date of automatic renewal of its election not to
renew such Standby Letter of Credit (a "NOTICE OF TERMINATION") and (B) in the
case of a Trade Letter of Credit, 180 days after the date of issuance thereof;
provided that the terms of each Standby Letter of Credit that is automatically
renewable annually shall (x) require the Issuing Bank that issued such Standby
Letter of Credit to give the beneficiary named in such Standby Letter of Credit
notice of any Notice of Termination, (y) permit such beneficiary, upon receipt
of such notice, to draw under such Standby Letter of Credit prior to the date
such Standby Letter of Credit otherwise would have been automatically renewed
and (z) not permit the expiration date (after giving effect to any renewal) of
such Standby Letter of Credit in any event to be extended to a date later than
15 days before the Termination Date. If either a Notice of Renewal is not given
by the Borrower, in the case of a Standby Letter of Credit that is not by its
terms automatically renewable, or a Notice of Termination is given by the
Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter
of Credit shall expire on the date on which it otherwise would have been renewed
or automatically renewed, as the case may be; provided, however, that even in
the absence of receipt of a Notice of Renewal, the Issuing Bank may, with the
consent of the Borrower, deem that a Notice of Renewal had been timely delivered
and, in such case, a Notice of Renewal shall be deemed to have been so delivered
for all purposes under this Agreement. Within the limits of the Letter of Credit
Facility, and subject to the limits referred to above, the Borrower may request
the issuance of Letters of Credit under this Section 2.01(f), repay any Letter
of Credit Advances resulting from drawings thereunder pursuant to Section
2.03(c) and request the issuance of additional Letters of Credit under this
Section 2.01(f). For all purposes of this Agreement and the other Loan
Documents, the Existing Letters of Credit shall be "Letters of Credit"
hereunder. Notwithstanding the foregoing, the Issuing Bank shall be under no
obligation to issue any Letter of Credit if any order, judgment or decree of any
governmental or regulatory authority or arbitrator shall by its terms purport to
enjoin or restrain the Issuing Bank from issuing such Letter of Credit, or any
law applicable to the Issuing Bank or any request or directive (whether or not
having the force of law) from any governmental or regulatory authority with
jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing
Bank refrain from, the issuance of letters of credit generally or such


                                       35
<PAGE>   41

Letter of Credit in particular or shall impose upon the Issuing Bank with
respect to such Letter of Credit any material restriction, reserve or capital
requirement (for which the Issuing Bank is not otherwise compensated hereunder)
not in effect on the Effective Date, or shall impose upon the Issuing Bank any
material unreimbursed loss, cost or expense which was not applicable on the
Effective Date and which the Issuing Bank in good faith deems material to it.

                  SECTION 2.02. Making the Advances. (a) Except as otherwise
provided in Section 2.02(b) or 2.03, each Borrowing shall be made on notice,
given not later than 1:00 P.M. (New York City time) on the third Business Day
prior to the date of the proposed Borrowing in the case of a Borrowing
consisting of Eurodollar Rate Advances, or the first Business Day prior to the
date of the proposed Borrowing in the case of a Borrowing consisting of Base
Rate Advances, by the Borrower to the Administrative Agent, which shall give to
each Appropriate Lender prompt notice thereof by telex or telecopier. Each such
notice of a Borrowing (a "NOTICE OF BORROWING") shall be by telephone, confirmed
immediately in writing, or telex or telecopier, in substantially the form of
Exhibit B hereto, specifying therein the requested (i) date of such Borrowing,
(ii) Facility under which such Borrowing is to be made, (iii) Type of Advances
comprising such Borrowing, (iv) aggregate amount of such Borrowing and (v) in
the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest
Period for each such Advance. Each Appropriate Lender shall, before 11:00 A.M.
(New York City time) on the date of such Borrowing, make available for the
account of its Applicable Lending Office to the Administrative Agent at the
Administrative Agent's Account, in same day funds, such Lender's ratable portion
of such Borrowing in accordance with the respective Commitments under the
applicable Facility of such Lender and the other Appropriate Lenders. After the
Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will
make such funds available to the Borrower by crediting the Borrower's Account;
provided, however, that, in the case of any Tranche A Revolving Credit
Borrowing, the Administrative Agent shall first make a portion of such funds
equal to the aggregate principal amount of any Swing Line Advances and Letter of
Credit Advances made by the Swing Line Bank or the Issuing Bank, as the case may
be, and by any other Tranche A Revolving Credit Lender and outstanding on the
date of such Tranche A Revolving Credit Borrowing, plus interest accrued and
unpaid thereon to and as of such date, available to the Swing Line Bank or the
Issuing Bank, as the case may be, and such other Tranche A Revolving Credit
Lenders for repayment of such Swing Line Advances and Letter of Credit Advances.

                  (b) Each Swing Line Borrowing shall be made on notice, given
not later than 1:00 P.M. (New York City time) on the date of the proposed Swing
Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative
Agent. Each such notice of a Swing Line Borrowing (a "NOTICE OF SWING LINE
BORROWING") shall be by telephone, confirmed immediately in writing, or telex or
telecopier, specifying therein the requested (i) date of such Borrowing, (ii)
amount of such Borrowing and (iii) maturity of such Borrowing (which maturity
shall be no later than the fourteenth day after the requested date of such
Borrowing). The Swing Line Bank shall make the amount thereof available to the
Administrative Agent at the Administrative Agent's Account, in same day funds.
After the Administrative Agent's receipt of such funds and upon fulfillment of
the applicable conditions set forth in Article III, the Administrative Agent
will make such funds available to the Borrower by crediting the Borrower's
Account. Upon written demand by the Swing Line Bank, with a copy of such demand
to the Administrative Agent to be distributed by the Administrative Agent to
each other


                                       36
<PAGE>   42

Tranche A Revolving Credit Lender, each other Tranche A Revolving Credit Lender
shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and
assign to each such other Tranche A Revolving Credit Lender, such other Lender's
Pro Rata Share of such outstanding Swing Line Advance as of the date of such
demand, by making available for the account of its Applicable Lending Office to
the Administrative Agent for the account of the Swing Line Bank, by deposit to
the Administrative Agent's Account, in same day funds, an amount equal to the
portion of the outstanding principal amount of such Swing Line Advance to be
purchased by such Lender. The Borrower hereby agrees to each such sale and
assignment. Each Tranche A Revolving Credit Lender agrees to purchase its Pro
Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which
demand therefor is made by the Swing Line Bank, provided that notice of such
demand is given not later than 11:00 A.M. (New York City time) on such Business
Day or (ii) the first Business Day next succeeding such demand if notice of such
demand is given after such time. Upon any such assignment by the Swing Line Bank
to any other Tranche A Revolving Credit Lender of a portion of a Swing Line
Advance, the Swing Line Bank represents and warrants to such other Lender that
the Swing Line Bank is the legal and beneficial owner of such interest being
assigned by it, but makes no other representation or warranty and assumes no
responsibility with respect to such Swing Line Advance, the Loan Documents or
any Loan Party. If and to the extent that any Tranche A Revolving Credit Lender
shall not have so made the amount of such Swing Line Advance available to the
Administrative Agent, such Tranche A Revolving Credit Lender agrees to pay to
the Administrative Agent forthwith on demand such amount together with interest
thereon, for each day from the date of demand by the Swing Line Bank until the
date such amount is paid to the Administrative Agent, at the Federal Funds Rate.
If such Lender shall pay to the Administrative Agent such amount for the account
of the Swing Line Bank on any Business Day, such amount so paid in respect of
principal shall constitute a Swing Line Advance made by such Lender on such
Business Day for purposes of this Agreement, and the outstanding principal
amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by
such amount on such Business Day.

                  (c) Anything in subsection (a) above to the contrary
notwithstanding, (i) the Borrower may not select Eurodollar Rate Advances for
the initial Borrowing hereunder or for any Borrowing if the aggregate amount of
such Borrowing is less than $5 million or if the obligation of the Appropriate
Lenders to make Eurodollar Rate Advances shall then be suspended pursuant to
Section 2.09 or 2.10 and (ii) the Term A Advances may not be outstanding as part
of more than 5 separate Borrowings, the Term B Advances may not be outstanding
as part of more than 1 separate Borrowing, the Tranche A Revolving Credit
Advances may not be outstanding as part of more than 5 separate Borrowings, the
Interim Revolving Credit Advances may not be outstanding as part of more than 5
separate Borrowings and the Swing Line Advances may not be outstanding as part
of more than 5 separate Borrowings.

                  (d) Each Notice of Borrowing and Notice of Swing Line
Borrowing shall be irrevocable and binding on the Borrower. In the case of any
Borrowing that the related Notice of Borrowing specifies is to be comprised of
Eurodollar Rate Advances, the Borrower shall indemnify each Appropriate Lender
against any loss, cost or expense incurred by such Lender as a result of any
failure to fulfill on or before the date specified in such Notice of Borrowing
for such Borrowing the applicable conditions set forth in Article III,
including, without limitation,


                                       37
<PAGE>   43

any actual loss (including loss of anticipated profits), cost or expense
certified as actually incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund the Advance to be made
by such Lender as part of such Borrowing when such Advance, as a result of such
failure, is not made on such date.

                  (e) Unless the Administrative Agent shall have received notice
from an Appropriate Lender prior to the date of any Borrowing under a Facility
under which such Lender has a Commitment that such Lender will not make
available to the Administrative Agent such Lender's ratable portion of such
Borrowing, 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 subsection (a) of this Section 2.02 and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not
have so made such ratable portion available to the Administrative Agent, such
Lender and (without duplication of its obligations to repay Advances hereunder)
the Borrower severally agree to repay or pay to the Administrative Agent
forthwith on demand such corresponding amount and to pay interest thereon, for
each day from the date such amount is made available to the Borrower until the
date such amount is repaid or paid to the Administrative Agent, at (i) in the
case of the Borrower, the interest rate applicable at such time under Section
2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender,
the Federal Funds Rate. If such Lender shall pay to the Administrative Agent
such corresponding amount, such amount so paid shall constitute such Lender's
Advance as part of such Borrowing for all purposes.

                  (f) The failure of any Lender to make the Advance to be made
by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Advance on the date of such Borrowing,
but no Lender shall be responsible for the failure of any other Lender to make
the Advance to be made by such other Lender on the date of any Borrowing.

                  SECTION 2.03. Issuance of and Drawings and Reimbursement Under
Letters of Credit. (a) Request for Issuance. Each Letter of Credit shall be
issued upon notice, given not later than 1:00 P.M. (New York City time) on the
fifth Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to the Issuing Bank, which shall give to the
Administrative Agent and each Tranche A Revolving Credit Lender prompt notice
thereof by telex or telecopier. Each such notice of issuance of a Letter of
Credit (a "NOTICE OF ISSUANCE") shall be by telephone, confirmed promptly in
writing, or telex or telecopier, specifying therein the requested (A) date of
such issuance (which shall be a Business Day), (B) Available Amount of such
Letter of Credit, (C) expiration date of such Letter of Credit, (D) name and
address of the beneficiary of such Letter of Credit and (E) form of such Letter
of Credit, and shall be accompanied by such application and agreement for letter
of credit as the Issuing Bank may reasonably specify to the Borrower for use in
connection with such requested Letter of Credit (a "LETTER OF CREDIT
AGREEMENT"). If the requested form of such Letter of Credit is reasonably
acceptable to the Issuing Bank, the Issuing Bank will, upon fulfillment of the
applicable conditions set forth in Article III, make such Letter of Credit
available to the Borrower at its office referred to in Section 9.02 or as
otherwise agreed with the Borrower in connection with such issuance. In the
event and to the extent that the provisions of any Letter of


                                       38
<PAGE>   44

Credit Agreement shall conflict with this Agreement, the provisions of this
Agreement shall govern.

                  (b) Letter of Credit Reports. The Issuing Bank shall furnish
(A) to the Administrative Agent on the first Business Day of each week a written
report summarizing issuance and expiration dates of Letters of Credit issued
during the previous week and drawings during such week under all Letters of
Credit, (B) to the Administrative Agent for distribution to each Tranche A
Revolving Credit Lender on the first Business Day of each month a written report
summarizing issuance and expiration dates of Letters of Credit issued during the
preceding month and drawings during such month under all Letters of Credit and
(C) to the Administrative Agent for distribution to each Tranche A Revolving
Credit Lender on the first Business Day of each calendar quarter a written
report setting forth the average daily aggregate Available Amount during the
preceding calendar quarter of all Letters of Credit.

                  (c) Drawing and Reimbursement. The payment by the Issuing Bank
of a draft drawn under any Letter of Credit properly issued pursuant to Section
2.01(f) shall constitute for all purposes of this Agreement the making by the
Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance,
in the amount of such draft. Upon written demand by the Issuing Bank to the
Administrative Agent (which shall promptly distribute such demand to the Tranche
A Revolving Credit Lenders), each Tranche A Revolving Credit Lender shall
purchase from the Issuing Bank, and the Issuing Bank shall sell and assign to
each such Tranche A Revolving Credit Lender, such Lender's Pro Rata Share of
such outstanding Letter of Credit Advance as of the date of such purchase, by
making available to the Administrative Agent for the account of the Issuing
Bank, by deposit to the Administrative Agent's Account, in same day funds, an
amount equal to the portion of the outstanding principal amount of such Letter
of Credit Advance to be purchased by such Lender. Promptly after receipt
thereof, the Administrative Agent shall transfer such funds to the Issuing Bank.
The Borrower hereby agrees to each such sale and assignment. Each Tranche A
Revolving Credit Lender agrees to purchase its Pro Rata Share of an outstanding
Letter of Credit Advance on (i) the Business Day on which demand therefor is
made by the Issuing Bank, provided that notice of such demand is given not later
than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first
Business Day next succeeding such demand if notice of such demand is given after
such time. Upon any such assignment by the Issuing Bank to any Tranche A
Revolving Credit Lender of a portion of a Letter of Credit Advance, the Issuing
Bank represents and warrants to such other Lender that the Issuing Bank is the
legal and beneficial owner of such interest being assigned by it, free and clear
of any liens, but makes no other representation or warranty and assumes no
responsibility with respect to such Letter of Credit Advance, the Loan Documents
or any Loan Party. If and to the extent that any Tranche A Revolving Credit
Lender shall not have so made the amount of such Letter of Credit Advance
available to the Administrative Agent, such Tranche A Revolving Credit Lender
agrees to pay to the Administrative Agent forthwith on demand such amount
together with interest thereon, for each day from the date of demand by the
Issuing Bank until the date such amount is paid to the Administrative Agent, at
the Federal Funds Rate for its account or the account of the Issuing Bank, as
applicable. If such Lender shall pay to the Administrative Agent such amount for
the account of the Issuing Bank on any Business Day, such amount so paid in
respect of principal shall constitute a Letter of Credit Advance made by such
Lender on such Business Day for purposes of this Agreement, and the outstanding
principal


                                       39
<PAGE>   45

amount of the Letter of Credit Advance made by the Issuing Bank shall be reduced
by such amount on such Business Day.

                  (d) Failure to Make Letter of Credit Advances. The failure of
any Tranche A Revolving Credit Lender to make the Letter of Credit Advance to be
made by it on the date specified in Section 2.03(c) shall not relieve any other
Tranche A Revolving Credit Lender of its obligation hereunder to make its Letter
of Credit Advance on such date, but no Tranche A Revolving Credit Lender shall
be responsible for the failure of any other Tranche A Revolving Credit Lender to
make the Letter of Credit Advance to be made by such other Tranche A Revolving
Credit Lender on such date.

                  (e) Applicability of ISP98 and UCP. Unless otherwise expressly
agreed by the Issuing Bank and the Borrower when a Letter of Credit is issued,
(i) the rules of the "International Standby Practices 1998" published by the
Institute of International Banking Law & Practice (or such later version thereof
as may be in effect at the time of issuance) shall apply to each Standby Letter
of Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce (the "ICC") at the time of issuance (including the ICC decision
published by the Commission on Banking Technique and Practice on April 6, 1998
regarding the European single currency (euro)) shall apply to each Trade Letter
of Credit.

                  SECTION 2.04. Repayment of Advances. (a) Term A Advances. The
Borrower shall repay to the Administrative Agent for the ratable account of the
Term A Lenders the aggregate outstanding principal amount of the Term A Advances
on the following dates in the amounts indicated (which amount shall be reduced
as a result of the application of prepayments in accordance with Section 2.06).

<TABLE>
<CAPTION>
     Date                                Amount
     ----                                ------
<S>                                <C>
June 30, 2001                       $ 2.81250 million

September 30, 2001                  $ 2.81250 million

December 31, 2001                   $ 2.81250 million

March 31, 2002                      $ 2.81250 million

June 30, 2002                       $ 6.56250 million

September 30, 2002                  $ 6.56250 million

December 31, 2002                   $ 6.56250 million

March 31, 2003                      $ 6.56250 million

June 30, 2003                       $  7.5000 million
</TABLE>



                                       40
<PAGE>   46

<TABLE>
<CAPTION>
     Date                                Amount
     ----                                ------
<S>                                <C>
September 30, 2003                  $  7.5000 million

December 31, 2003                   $  7.5000 million

March 31, 2004                      $  7.5000 million

June 30, 2004                       $ 9.37500 million

September 30, 2004                  $ 9.37500 million

December 31, 2004                   $ 9.37500 million

March 31, 2005                      $ 9.37500 million

June 30, 2005                       $ 22.5000 million

September 30, 2005                  $ 22.5000 million
</TABLE>

; provided, however, that the final principal installment shall be repaid on the
Termination Date in respect of the Term A Facility and in any event shall be in
an amount equal to the aggregate principal amount of the Term A Advances
outstanding on such date.

                  (b) Term B Advances. The Borrower shall repay to the
Administrative Agent for the ratable account of the Term B Lenders the aggregate
outstanding principal amount of the Term B Advances on the following dates in
the amounts indicated (which amounts shall be reduced as a result of the
application of prepayments in accordance with the order of priority set forth in
Section 2.06):

<TABLE>
<CAPTION>
     Date                                        Amount
     ----                                        ------
<S>                                          <C>
June 30, 2001                                $ 1.00 million

September 30, 2001                           $ 1.00 million

December 31, 2001                            $ 1.00 million

March 31, 2002                               $ 1.00 million

June 30, 2002                                $ 1.00 million

September 30, 2002                           $ 1.00 million

December 31, 2002                            $ 1.00 million

March 31, 2003                               $ 1.00 million
</TABLE>


                                       41
<PAGE>   47

<TABLE>
<CAPTION>
     Date                                        Amount
     ----                                        ------
<S>                                          <C>
June 30, 2003                                $ 1.00 million

September 30, 2003                           $ 1.00 million

December 31, 2003                            $ 1.00 million

March 31, 2004                               $ 1.00 million

June 30,  2004                               $ 1.00 million

September 30, 2004                           $ 1.00 million

December 31, 2004                            $ 1.00 million

March 31, 2005                               $ 1.00 million

June 30, 2005                                $ 1.00 million

September 30, 2005                           $ 1.00 million

December 31, 2005                            $ 1.00 million

March 31, 2006                               $ 1.00 million

June 30, 2006                                $ 1.00 million

September 30, 2006                           $ 1.00 million

December 31, 2006                            $94.50 million

March 31, 2007                               $94.50 million

June 30, 2007                                $94.50 million

September 30, 2007                           $94.50 million
</TABLE>

provided, however, that the final principal installment shall be repaid on the
Termination Date in respect of the Term B Facility and in any event shall be in
an amount equal to the aggregate principal amount of the Term B Advances
outstanding on such date.

                  (c) Tranche A Revolving Credit Advances. The Borrower shall
repay to the Administrative Agent for the ratable account of the Tranche A
Revolving Credit Lenders on the Termination Date in respect of the Tranche A
Revolving Credit Facility the aggregate principal amount of the Tranche A
Revolving Credit Advances then outstanding.

                  (d) Interim Revolving Credit Advances. The Borrower shall
repay to the Administrative Agent for the ratable account of the Interim
Revolving Credit Lenders on the


                                       42
<PAGE>   48

Termination Date in respect of the Interim Revolving Credit Facility the
aggregate principal amount of the Interim Revolving Credit Advances then
outstanding.

                  (e) Swing Line Advances. The Borrower shall repay to the
Administrative Agent for the account of the Swing Line Bank and each other
Tranche A Revolving Credit Lender that has made a Swing Line Advance the
outstanding principal amount of each Swing Line Advance made by each of them on
the earlier of the maturity date specified in the applicable Notice of Swing
Line Borrowing (which maturity shall be no later than the fourteenth day after
the requested date of such Borrowing) and the Termination Date in respect of the
Tranche A Revolving Credit Facility.

                  (f) Letter of Credit Advances. (i) The Borrower shall repay to
the Administrative Agent for the account of the Issuing Bank and each other
Tranche A Revolving Credit Lender that has made a Letter of Credit Advance on
the earlier of the second day after the date on which such Advance was made and
the Termination Date in respect of the Tranche A Revolving Credit Facility the
outstanding principal amount of each Letter of Credit Advance made by each of
them.

                  (ii) The Obligations of the Borrower under this Agreement, any
Letter of Credit Agreement and any other agreement or instrument relating to any
Letter of Credit shall be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement, such Letter of Credit
Agreement and such other agreement or instrument under all circumstances,
including, without limitation, the following circumstances (it being understood
that any such payment by the Borrower is without prejudice to, and does not
constitute a waiver of, any rights the Borrower might have or might acquire as a
result of the payment by the Issuing Bank of any draft or the reimbursement by
the Borrower thereof):

                  (A) any lack of validity or enforceability of any Loan
         Document, any Letter of Credit Agreement, any Letter of Credit or any
         other agreement or instrument relating thereto (all of the foregoing
         being, collectively, the "L/C RELATED DOCUMENTS");

                  (B) any change consented to by the Borrower in the time,
         manner or place of payment of, or in any other term of, all or any of
         the Obligations of the Borrower in respect of any L/C Related Document
         or any other amendment or waiver consented to by the Borrower of or any
         other consent by the Borrower to departure from all or any of the L/C
         Related Documents;

                  (C) the existence of any claim, set-off, defense or other
         right that the Borrower may have at any time against any beneficiary or
         any transferee of a Letter of Credit (or any Persons for which any such
         beneficiary or any such transferee may be acting), the Issuing Bank or
         any other Person, whether in connection with the transactions
         contemplated by the L/C Related Documents or any unrelated transaction;

                  (D) any statement or any other document presented under a
         Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;


                                       43
<PAGE>   49

                  (E) payment by the Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not strictly
         comply with the terms of such Letter of Credit;

                  (F) any exchange, release or non-perfection of any Collateral
         or other collateral, or any release or amendment or waiver of or
         consent to departure from the Subsidiary Guaranty or any other
         guarantee, for all or any of the Obligations of the Borrower in respect
         of the L/C Related Documents; or

                  (G) any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, including, without limitation, any
         other circumstance that might otherwise constitute a defense available
         to, or a discharge of, the Borrower or a guarantor;

provided, however, that this paragraph shall not relieve the Issuing Bank, any
other Lender Party or any other Person or entity of any liability resulting from
the gross negligence or willful misconduct of such Issuing Bank, other Lender
Party or other Person or entity, or otherwise affect any defense or other right
that the Borrower may have as a result of any such gross negligence or willful
misconduct.

                  SECTION 2.05. Termination or Reduction of the Commitments. (a)
Optional. The Borrower may, upon at least three Business Days' notice to the
Administrative Agent, terminate in whole or reduce in part the unused portions
of the Term A Commitments, the Term B Commitments and the Letter of Credit
Facility and the Unused Tranche A Revolving Credit Commitments and the Unused
Interim Revolving Credit Commitments; provided, however, that each partial
reduction of a Facility (i) shall be in an aggregate amount of $5,000,000 or an
integral multiple of $1,000,000 in excess thereof and (ii) shall be made ratably
among the Appropriate Lenders in accordance with their Commitments with respect
to such Facility.

                  (b) Mandatory. Upon each repayment or prepayment of the Term A
Advances, the aggregate Term A Commitments of the Term A Lenders shall be
automatically and permanently reduced, on a pro rata basis, to the aggregate
unpaid principal amount of the Term A Advances then outstanding (after giving
effect to such repayment or prepayment).

                  (i) Upon each repayment or prepayment of the Term B Advances,
         the aggregate Term B Commitments of the Term B Lenders shall be
         automatically and permanently reduced, on a pro rata basis, to the
         aggregate unpaid principal amount of the Term B Advances then
         outstanding (after giving effect to such repayment or prepayment).

                  (ii) The Letter of Credit Facility shall be permanently
         reduced from time to time on the date of each permanent reduction in
         the Tranche A Revolving Credit Facility by the amount, if any, by which
         the amount of the Letter of Credit Facility exceeds the Tranche A
         Revolving Credit Facility after giving effect to such permanent
         reduction of the Tranche A Revolving Credit Facility.

                  (iii) The Swing Line Facility shall be permanently reduced
         from time to time on the date of each permanent reduction in the
         Tranche A Revolving Credit Facility by


                                       44
<PAGE>   50

         the amount, if any, by which the amount of the Swing Line Facility
         exceeds the Tranche A Revolving Credit Facility after giving effect to
         such permanent reduction of the Tranche A Revolving Credit Facility.

                  (iv) The Tranche A Revolving Credit Facility shall be
         automatically and permanently reduced, on a pro rata basis, on each
         date on which prepayment thereof is required to be made pursuant to
         Section 2.06(b)(i) or (ii) in an amount equal to its pro rata share of
         the applicable Reduction Amount, provided that (i) such reduction shall
         only occur if, after giving effect to such prepayment, the Total
         Leverage Ratio, on a pro forma basis, is greater than 2.5:1 and (ii)
         each such reduction of the Tranche A Revolving Credit Facility shall be
         made ratably among the Tranche A Revolving Credit Lenders in accordance
         with their Tranche A Revolving Credit Commitments.

                  (v) The Interim Revolving Credit Facility shall be
         automatically and permanently reduced, on a pro rata basis, on each
         date on which prepayment thereof is made pursuant to Section 2.06(b)(i)
         or (ii) in an amount equal to its pro rata share of the applicable
         Reduction Amount, provided that (i) such reduction shall only occur if,
         after giving effect to such prepayment, the Total Leverage Ratio, on a
         pro forma basis, is greater than 2.5:1 and (ii) each such reduction of
         the Interim Revolving Credit Facility shall be made ratably among the
         Interim Revolving Credit Lenders in accordance with their Interim
         Revolving Credit Commitments.

                  (vi) The Interim Revolving Credit Facility shall be
         automatically and permanently reduced, on a pro rata basis, on the date
         of the consummation of the initial Asset Securitization by the Borrower
         and its Subsidiaries by an amount equal to the lesser of (x) $100
         million and (y) the Net Cash Proceeds received by the Borrower and its
         Subsidiaries from the Asset Securitization, provided that each such
         reduction of the Interim Revolving Credit Facility shall be made
         ratably among the Interim Revolving Credit Lenders in accordance with
         their Interim Revolving Credit Commitments.

                  SECTION 2.06. Prepayments. (a) Optional. The Borrower may at
any time and from time to time, upon at least one Business Day's notice in the
case of Base Rate Advances and three Business Days' notice in the case of
Eurodollar Rate Advances, in each case to the Administrative Agent stating the
proposed date, the Facility to be prepaid and aggregate principal amount of the
prepayment, and if such notice is given the Borrower shall, prepay the
outstanding aggregate principal amount of the Advances comprising part of the
same Borrowing in whole or ratably in part, together with accrued interest to
the date of such prepayment on the aggregate principal amount prepaid; provided,
however, that (x) each partial prepayment shall be in an aggregate principal
amount of $5,000,000 (or $1,000,000 in the case of Swing Line Advances) or an
integral multiple of $1,000,000 in excess thereof and (y) if any prepayment of a
Eurodollar Rate Advance is made on a date other than the last day of an Interest
Period for such Advance, the Borrower shall also pay any amounts owing pursuant
to Section 9.04(c). Each such prepayment of any Term Facility shall be applied
to the installments thereof pro rata.

                  (b) Mandatory. (i) The Borrower shall, on the 90th day
following the end of each Fiscal Year (commencing with the Fiscal Year ended
March 31, 2002), if at that time the Total Leverage Ratio is greater than or
equal to 2.5:1.0, prepay an aggregate principal amount of


                                       45
<PAGE>   51

the Advances comprising part of the same Borrowings and, to the extent that the
outstanding principal amount of all Advances made under this Agreement is zero,
deposit an amount in the L/C Cash Collateral Account in an amount equal to 50%
of the amount of Excess Cash Flow for such Fiscal Year, in each case minus the
sum of (1) the aggregate principal amount of all optional prepayments of Term
Advances made during such period, plus (2) the aggregate principal amount of all
optional prepayments of Advances under the Tranche A Revolving Credit Facility
and the Interim Revolving Credit Facility, in each case to the extent such
optional prepayments are accompanied by contemporaneous permanent reductions of
the Tranche A Revolving Credit Commitments and the Interim Revolving Credit
Commitments, as appropriate, (3) the aggregate principal amount of all optional
and mandatory prepayments (other than such prepayments made with the proceeds of
Refinancing Debt) made on other Debt of the Borrower and its Subsidiaries (other
than Debt, if any, outstanding in violation of Section 5.02(b) hereof and any
waivers and consents thereunder). Each such prepayment shall be applied ratably
first, to each of the Term Facilities pro rata and to the installments thereof
pro rata and second, to each of the Revolving Credit Facilities pro rata as set
forth in clause (vi) below.

                  (ii) The Borrower shall, on the date of receipt of the Net
Cash Proceeds by the Borrower or any of its Subsidiaries from (A) the sale,
lease, transfer or other disposition of any assets of any Loan Party or any of
its Subsidiaries (other than (x) the first $100 million of Net Cash Proceeds
from the Asset Securitization and (y) any sale, lease, transfer or other
disposition of assets pursuant to Section 5.02(e) (other than clause (v) thereof
or the initial Net Cash Proceeds from the Asset Securitization received by the
Borrower and its Subsidiaries), (B) the incurrence or issuance by the Borrower
or any of its Subsidiaries of any Debt (other than (x) Debt (other than
Subordinated Debt) incurred or issued pursuant to Section 5.02(b) and (y) any
Subordinated Debt the Net Cash Proceeds in respect of which are applied to
refinance the Seller Note or any Subordinated Debt) and (C) any Extraordinary
Receipt received by or paid to or for the account of the Borrower or any of its
Subsidiaries and not otherwise included in clause (A) or (B) above, prepay an
aggregate principal amount of the Advances comprising part of the same
Borrowings and, to the extent that the outstanding principal amount of all
Advances made under this Agreement is zero, deposit an amount in the L/C Cash
Collateral Account in an amount equal 100% of the amount of such Net Cash
Proceeds. Each such prepayment shall be applied ratably first, to each of the
Term Facilities pro rata and to the installments thereof pro rata and second, to
each of the Revolving Credit Facilities pro rata as set forth in clause (vi)
below.

                  (iii) The Borrower shall, on the date of receipt of the first
$100 million of Net Cash Proceeds by the Borrower or any of its Subsidiaries
from the initial Asset Securitization, prepay an aggregate principal amount of
the Advances comprising part of the same Borrowings and, to the extent that the
outstanding principal amount of all Advances made under this Agreement is zero,
deposit an amount in the L/C Cash Collateral Account in an amount of such Net
Cash Proceeds. Each such prepayment shall be applied ratably first, to the
Interim Revolving Credit Facility second, to the Tranche A Revolving Credit
Facility as set forth in clause (vi) below.

                  (iv) The Borrower shall, on each Business Day, prepay an
aggregate principal amount of the Tranche A Revolving Credit Advances comprising
part of the same Borrowings, the Letter of Credit Advances and the Swing Line
Advances and, to the extent that the outstanding principal amount of all
Advances made under this Agreement is zero, deposit an


                                       46
<PAGE>   52

amount in the L/C Cash Collateral Account in an amount equal to the amount by
which (A) the sum of the aggregate principal amount of (x) the Tranche A
Revolving Credit Advances, (y) the Letter of Credit Advances and (z) the Swing
Line Advances then outstanding plus the aggregate Available Amount of all
Letters of Credit then outstanding exceeds (B) the Tranche A Revolving Credit
Facility on such Business Day.

                  (v) The Borrower shall, on each Business Day, pay to the
Administrative Agent for deposit in the L/C Cash Collateral Account an amount
sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral
Account to equal the amount by which the aggregate Available Amount of all
Letters of Credit then outstanding exceeds the Letter of Credit Facility on such
Business Day.

                  (vi) Prepayments of the Tranche A Revolving Credit Facility
made pursuant to clause (i), (ii), (iii) or (iv) above shall be first, applied
to prepay Letter of Credit Advances then outstanding until such Advances are
paid in full, second, applied to prepay Swing Line Advances then outstanding
until such Advances are paid in full, third, applied to prepay Tranche A
Revolving Credit Advances then outstanding comprising part of the same
Borrowings until such Advances are paid in full and fourth, deposited in the L/C
Cash Collateral Account to cash collateralize 100% of the Available Amount of
the Letters of Credit then outstanding; and, in the case of prepayments of the
Tranche A Revolving Credit Facility required pursuant to clause (i), (ii) or
(iii) above, the amount remaining (if any) after the prepayment in full of the
Tranche A Revolving Credit Advances then outstanding and the 100% cash
collateralization of the aggregate Available Amount of Letters of Credit then
outstanding (the sum of such prepayment amounts, cash collateralization amounts
and remaining amount being referred to herein as the "REDUCTION AMOUNT") may be
retained by the Borrower and the Tranche A Revolving Credit Facility shall be
permanently reduced as set forth in Section 2.05(b)(v). 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 to reimburse the Issuing Bank or Tranche A
Revolving Credit Lenders, as applicable.

                  (vii) The Borrower shall, on each Business Day, prepay an
aggregate principal amount of the Interim Revolving Credit Advances comprising
part of the same Borrowings in an amount equal to the amount by which (A) the
aggregate principal amount of Interim Revolving Credit Advances exceeds (B) the
Interim Revolving Credit Facility on such Business Day.

                  (viii) All prepayments under this subsection (b) shall be made
together with accrued interest to the date of such prepayment on the principal
amount prepaid, and shall be allocated among Base Rate Advances and Eurodollar
Rate Advances as elected by the Borrower in its discretion. If any payment of
Eurodollar Rate Advances otherwise required to be made under this Section
2.06(b) would be made on a day other than the last day of the applicable
Interest Period therefor, the Borrower may direct the Administrative Agent to
(and if so directed, the Administrative Agent shall) deposit such payment in the
Collateral Account until the last day of the applicable Interest Period at which
time the Administrative Agent shall apply the amount of such payment to the
prepayment of such Advances; provided, however, that such Advances shall
continue to bear interest as set forth in Section 2.07 until the last day of the
applicable Interest Period therefor.


                                       47
<PAGE>   53

                  (c) Term B Opt-Out. Any Term B Lender, at its option, may, at
any time that there are Term A Advances outstanding, elect not to accept any
prepayment of the Term B Facility. Upon receipt by the Administrative Agent of
any such prepayment, the amount of the prepayment that is available to prepay
the Term B Advances shall be deposited in the Collateral Account (the
"PREPAYMENT AMOUNT"), pending application of such amount on the Prepayment Date
as set forth below and promptly after such receipt (the date of such receipt
being the "RECEIPT DATE"), the Administrative Agent shall give written notice to
the Term B Lenders of the amount available to prepay the Term B Advances and the
date on which such prepayment shall be made (the "PREPAYMENT DATE"), which date
shall be 5 days after the Receipt Date. Any Lender declining such prepayment (a
"DECLINING LENDER") shall give written notice to the Administrative Agent by
11:00 A.M. (Charlotte, North Carolina time) on three Business Days immediately
preceding the Prepayment Date. On the Prepayment Date, an amount equal to that
portion of the Prepayment Amount payable to the Term B Lenders other than the
Declining Lenders (such Lenders being the "ACCEPTING LENDERS") shall be
withdrawn from the Collateral Account and applied to prepay Term Advances owing
to such Accepting Lenders on a pro rata basis. Any amounts that would otherwise
have been applied to prepay Advances under the Term B Facility owing to
Declining Lenders shall instead be applied ratably to prepay the remaining Term
A Advances as provided in Section 2.06(a) or (b), as applicable; provided
further that on prepayment in full of the Term A Advances, the remainder of any
Prepayment Amount shall be applied ratably to prepay Term B Advances owing to
Declining Lenders.

                  (d) In General. Except for compensation under Section 9.04(c),
all prepayments under this Agreement shall be without premium or penalty.

                  SECTION 2.07. Interest. (a) Scheduled Interest. The Borrower
shall pay interest on the unpaid principal amount of each Advance owing to each
Lender from the date of such Advance until such principal amount shall be paid
in full, at the following rates per annum:

                  (b) Base Rate Advances. During such periods as such Advance is
a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the
Base Rate in effect from time to time plus (B) the Applicable Margin in effect
from time to time (but in no event in excess of the maximum nonusurious interest
rate permitted by applicable law), payable in arrears quarterly on the last day
of each March, June, September and December during such periods, commencing
December 31, 2000, and on the date such Base Rate Advance shall be Converted or
paid in full.

                  (c) Eurodollar Rate Advances. During such periods as such
Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during
each Interest Period for such Advance to the sum of (A) the Eurodollar Rate for
such Interest Period for such Advance plus (B) the Applicable Margin in effect
from time to time (but in no event in excess of the maximum nonusurious interest
rate permitted by applicable law), payable in arrears on the last day of such
Interest Period and, if such Interest Period has a duration of more than three
months, on each day that occurs during such Interest Period every three months
from the first day of such Interest Period and on the date such Eurodollar Rate
Advance shall be Converted or paid in full.

                  (d) Default Interest. Upon the occurrence and during the
continuance of a Default under Section 6.01(a), the Borrower shall pay interest
on (i) the unpaid principal amount of each Advance owing to each Lender, payable
in arrears on the dates referred to in clause (b)


                                       48
<PAGE>   54

or (c) above and on demand, at a rate per annum equal at all times to 2% per
annum above the rate per annum required to be paid on such Advance pursuant to
clause (b) or (c) above (but in no event in excess of the maximum nonusurious
interest rate permitted by applicable law) and (without duplication) (ii) to the
fullest extent permitted by law, the amount of any interest (other than under
clause (i)), fee or other amount payable under the Loan Documents that is not
paid when due, from the date such amount shall be due until such amount shall be
paid in full, payable in arrears on the date such amount shall be paid in full
and on demand, at a rate per annum equal at all times to 2% per annum above the
rate per annum required to be paid, in the case of interest, on the Type of
Advance on which such interest has accrued pursuant to clause (b) or (c) above
and, in all other cases, on Base Rate Advances pursuant to clause (b) above (but
in no event in excess of the maximum nonusurious interest rate permitted by
applicable law).

                  (e) Notice of Interest Period and Interest Rate. Promptly
after receipt of a Notice of Borrowing pursuant to Section 2.02(a), a notice of
Conversion pursuant to Section 2.09 or a notice of selection of an Interest
Period pursuant to the terms of the definition of "Interest Period", the
Administrative Agent shall give notice to the Borrower and each Appropriate
Lender of the applicable Interest Period and the applicable interest rate
determined by the Administrative Agent for purposes of clause (b) or (c) above.

                  SECTION 2.08. Fees. (a) Commitment Fee. The Borrower shall pay
to the Administrative Agent for the account of the Lenders a commitment fee,
from the date hereof in the case of each Initial Lender and from the effective
date specified in the Assignment and Acceptance pursuant to which it became a
Lender in the case of each other Lender until the Termination Date, payable in
arrears quarterly on the last day of each March, June, September and December,
commencing December 31, 2000, and on the Termination Date, at a rate per annum
equal to the Applicable Percentage on the sum of the average daily Unused
Tranche A Revolving Credit Commitment of such Lender plus the sum of the average
daily Unused Interim Revolving Credit Commitment of such Lender plus its Pro
Rata Share of the average daily outstanding Swing Line Advances during such
quarter; provided, however, that no commitment fee shall accrue on any of the
Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting
Lender.

                  (b) Letter of Credit Fees, Etc. (i) The Borrower shall pay to
the Administrative Agent for the account of each Tranche A Revolving Credit
Lender a commission, payable in arrears quarterly on the last day of each March,
June, September and December, commencing December 31, 2000, and on the earliest
to occur of the full drawing, expiration, termination or cancellation of any
Letter of Credit and on the Termination Date, on such Lender's Pro Rata Share of
the average daily aggregate Available Amount during such quarter of all Letters
of Credit outstanding from time to time at a rate per annum equal to the
Applicable Margin in respect of Eurodollar Rate Advances under the Tranche A
Revolving Credit Facility.

                  (ii) The Borrower shall pay to the Issuing Bank, for its own
account, (A) an issuance fee for each Letter of Credit in an amount equal to 1/4
of 1.0% of the Available Amount of such Letter of Credit on the date of issuance
of such Letter of Credit, payable on such date of issuance and (B) such other
commissions, fronting fees, transfer fees and other fees and charges


                                       49
<PAGE>   55

in connection with the issuance or administration of each Letter of Credit as
the Borrower and the Issuing Bank shall agree.

                  (c) Agents' Fees. The Borrower shall pay to each Agent for its
own account such fees as may from time to time be agreed between the Borrower
and such Agent.

                  SECTION 2.09. Conversion of Advances. (a) Optional. The
Borrower may on any Business Day, upon notice given to the Administrative Agent
not later than 12 Noon. (New York City time) on the third Business Day prior to
the date of the proposed Conversion and subject to the provisions of Section
2.10, Convert all or any portion of the Advances of one Type comprising the same
Borrowing into Advances of the other Type; provided, however, that any
Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an
amount not less than the minimum amount specified in Section 2.02(c), no
Conversion of any Advances shall result in more separate Borrowings than
permitted under Section 2.02(c) and each Conversion of Advances comprising part
of the same Borrowing under any Facility shall be made ratably among the
Appropriate Lenders in accordance with their Commitments under such Facility.
Each such notice of Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Advances to be Converted and
(iii) if such Conversion is into Eurodollar Rate Advances, the duration of the
initial Interest Period for such Advances. Each notice of Conversion shall be
irrevocable and binding on the Borrower.

                  (b) Mandatory. (i) On the date on which the aggregate unpaid
principal amount of Eurodollar Rate Advances comprising any Borrowing shall be
reduced, by payment or prepayment or otherwise, to less than $5 million, such
Advances shall automatically Convert into Base Rate Advances.

                  (ii) If the Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify the Borrower and the Appropriate
Lenders, whereupon each such Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base Rate
Advance.

                  (iii) Upon the occurrence and during the continuance of any
Default, (x) each Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance and
(y) the obligation of the Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended.

                  SECTION 2.10. Increased Costs, Etc. (a) If, due to either (i)
the introduction of or any change (other than any change by way of imposition or
increase of reserve requirements included in the Eurodollar Rate Reserve
Percentage) in or in the interpretation of any law or regulation or (ii) the
compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the cost to any Lender Party of agreeing to make or of making,
funding or maintaining Eurodollar Rate Advances or of agreeing to issue or of
issuing or maintaining or participating in Letters of Credit or of agreeing to
make or of making or maintaining Letter of Credit Advances (excluding, for
purposes of this Section 2.10, any such increased costs resulting from (x) Taxes
or Other Taxes (as to which Section 2.12 shall govern) and (y) changes in the
basis of taxation of


                                       50
<PAGE>   56


overall net income or overall gross income by the United States or by the
foreign jurisdiction or state under the laws of which such Lender Party is
organized or has its Applicable Lending Office or any political subdivision
thereof), then the Borrower shall from time to time, upon demand by such Lender
Party (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender Party additional amounts
sufficient to compensate such Lender Party for such increased cost; provided,
however, that Article III a Lender Party claiming additional amounts under this
Section 2.10(a) agrees to use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such increased cost that may thereafter
accrue and would not, in the reasonable judgment of such Lender Party, be
otherwise disadvantageous to such Lender Party and Article IV the Borrower shall
not be responsible for costs under this Section 2.10(a) arising more than 120
days prior to receipt by the Borrower of the certificate from the affected
Lender pursuant to this Section 2.10(a) with respect to such costs. A
certificate in reasonable detail as to the amount and calculation of such
increased cost, submitted to the Borrower by such Lender Party, shall be
conclusive and binding for all purposes, absent manifest error.

                  (b) If, due to either (i) the introduction of or any change in
or in the interpretation of any law or regulation or (ii) the compliance with
any guideline or request from any central bank or other governmental authority
(whether or not having the force of law), there shall be any increase in the
amount of capital required or expected to be maintained by any Lender Party or
any corporation controlling such Lender Party as a result of or based upon the
existence of such Lender Party's commitment to lend or to issue or participate
in Letters of Credit hereunder and other commitments of such type or the
issuance or maintenance of or participation in the Letters of Credit (or similar
contingent obligations), then, within 3 days following demand (together with the
certificate referred to herein) by such Lender Party or such corporation (with a
copy of such demand to the Administrative Agent), the Borrower shall pay to the
Administrative Agent for the account of such Lender Party, from time to time as
specified by such Lender Party, additional amounts sufficient to compensate such
Lender Party in the light of such circumstances, to the extent that such Lender
Party reasonably determines such increase in capital to be allocable to the
existence of such Lender Party's commitment to lend or to issue or participate
in Letters of Credit hereunder or to the issuance or maintenance of or
participation in any Letters of Credit; provided, however, that the Borrower
shall not be responsible for costs under this Section 2.10(b) arising more than
120 days prior to receipt by the Borrower of the certificate from the affected
Lender pursuant to this Section 2.10(b) with respect to such costs. A
certificate as to such amounts submitted to the Borrower by such Lender Party
shall be conclusive and binding for all purposes, absent manifest error.

                  (c) If, with respect to any Eurodollar Rate Advances under any
Facility, Lenders owed at least a majority of the then aggregate unpaid
principal amount thereof notify the Administrative Agent that the Eurodollar
Rate for any Interest Period for such Advances will not adequately reflect the
cost to such Lenders of making, funding or maintaining their Eurodollar Rate
Advances for such Interest Period, the Administrative Agent shall forthwith so
notify the Borrower and the Appropriate Lenders, whereupon (i) each such
Eurodollar Rate Advance under such Facility will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance
and (ii) the obligation of the Appropriate Lenders to make, or to Convert
Advances into, Eurodollar Rate Advances shall be suspended until the
Administrative


                                       51
<PAGE>   57

Agent shall notify the Borrower that such Lenders have determined that the
circumstances causing such suspension no longer exist.

                  (d) Notwithstanding any other provision of this Agreement, if
the introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any central bank or other governmental
authority shall assert that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder,
then, on notice thereof and demand therefor by such Lender to the Borrower
through the Administrative Agent, (i) each Eurodollar Rate Advance under each
Facility under which such Lender has a Commitment will automatically, upon such
demand, Convert into a Base Rate Advance and (ii) the obligation of the
Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrower that such Lender has determined that the circumstances causing such
suspension no longer exist; provided, however, that, before making any such
demand, such Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Eurodollar Lending Office if the making of such a designation would allow such
Lender or its Eurodollar Lending Office to continue to perform its obligations
to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar
Rate Advances and would not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender.

                  (e) No Lender Party shall be permitted to pass through to or
assess against the Borrower any charge, cost, tax or expense under this Section
2.10, Section 2.12 or any other similar provision of the Loan Documents unless
such Lender Party, as a general rule, passes through such charge, cost, tax or
expense to other customers of such Lender Party similarly situated where such
other customers are subject to documents providing for such pass through.

                  SECTION 2.11. Payments and Computations. (a) The Borrower
shall make each payment hereunder and under the Notes, without condition or
deduction for any counterclaim, defense, recoupment or set-off (except as
otherwise provided in Section 2.15), not later than 12 Noon (New York City time)
on the day when due in U.S. dollars to the Administrative Agent at the
Administrative Agent's Account in same day funds, with payments being 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, commitment fees or any other
Obligation then payable hereunder and under the Notes to more than one Lender
Party, to such Lender Parties for the account of their respective Applicable
Lending Offices ratably in accordance with the amounts of such respective
Obligations then payable to such Lender Parties and (ii) if such payment by the
Borrower is in respect of any Obligation then payable hereunder to one Lender
Party, to such Lender Party 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 9.07(e), 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 Party assignee thereunder, and the parties to
such Assignment and Acceptance shall make all


                                       52
<PAGE>   58

appropriate adjustments in such payments for periods prior to such effective
date directly between themselves.

                  (b) The Borrower hereby authorizes each Lender Party and each
of its Affiliates, if and to the extent payment owed to such Lender Party is not
made when due hereunder or, in the case of a Lender, under the Note held by such
Lender, to charge from time to time, to the fullest extent permitted by law,
against any or all of the Borrower's accounts with such Lender Party or such
Affiliate any amount so due.

                  (c) All computations of interest based on the Base Rate and of
fees and Letter of Credit commissions shall be made by the Administrative Agent
on the basis of a year of 365 or 366 days, as the case may be, and all
computations of interest based on the Eurodollar Rate or the Federal Funds Rate
shall be made by the Administrative Agent on the basis of a year of 360 days, in
each case for the actual number of 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 commitment fee, as
the case may be; provided, however, that, if such extension would cause payment
of interest on or principal of Eurodollar Rate Advances to be made in the next
following calendar month, such payment shall be made on the next preceding
Business Day.

                  (e) Unless the Borrower or any Lender Party has notified the
Administrative Agent prior to the date any payment is required to be made by it
to the Administrative Agent hereunder, that the Borrower or such Lender Party,
as the case may be, will not make such payment, the Administrative Agent may
assume that the Borrower or such Lender Party, as the case may be, has timely
made such payment and may (but shall not be so required to), in reliance
thereon, make available a corresponding amount to the Person entitled thereto.
If and to the extent that such payment was not in fact made to the
Administrative Agent in immediately available funds, then:

                  (i) if the Borrower failed to make such payment, each Lender
         Party shall forthwith on demand repay to the Administrative Agent the
         portion of such assumed payment that was made available to such Lender
         Party in immediately available funds, together with interest thereon in
         respect of each day from and including the date such amount was made
         available by the Administrative Agent to such Lender Party to the date
         such amount is repaid to the Administrative Agent in immediately
         available funds, at the Federal Funds Rate from time to time in effect;
         and

                  (ii) if any Lender Party failed to make such payment, such
         Lender Party shall forthwith on demand pay to the Administrative Agent
         the amount thereof in immediately available funds, together with
         interest thereon for the period from the date such amount was made
         available by the Administrative Agent to the Borrower to the date such
         amount


                                       53
<PAGE>   59

         is recovered by the Administrative Agent (the "COMPENSATION PERIOD") at
         a rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender Party pays such amount to the Administrative
         Agent, then such amount shall constitute such Lender Party's Advance
         included in the applicable Borrowing. If such Lender Party does not pay
         such amount forthwith upon the Administrative Agent's demand therefor,
         the Administrative Agent may make a demand therefor upon the Borrower,
         and the Borrower shall pay such amount to the Administrative Agent,
         together with interest thereon for the Compensation Period at a rate
         per annum equal to the rate of interest applicable to the applicable
         Borrowing. Nothing herein shall be deemed to relieve any Lender Party
         from its obligation to fulfill its applicable Commitment or to
         prejudice any rights which the Administrative Agent or the Borrower may
         have against any Lender Party as a result of any default by such Lender
         Party hereunder.

                  A notice from the Administrative Agent to any Lender Party
with respect to any amount owing under this subsection (e) shall be conclusive,
absent manifest error.

                  (f) If the Administrative Agent receives funds for application
to the Obligations under the Loan Documents under circumstances for which the
Loan Documents do not specify the Advances or the Facility to which, or the
manner in which, such funds are to be applied, the Administrative Agent (after
consultation with the Borrower) may, but shall not be obligated to, elect to
distribute such funds to each Lender Party ratably in accordance with such
Lender Party's proportionate share of the principal amount of all outstanding
Advances and the Available Amount of all Letters of Credit then outstanding, in
repayment or prepayment of such of the outstanding Advances or other Obligations
owed to such Lender Party, and for application to such principal installments,
as the Administrative Agent shall direct.

                  SECTION 2.12. Taxes. (a) Any and all payments by or for the
account of any Loan Party hereunder, or in respect of the Notes or any other
Loan Document, shall be made, in accordance with Section 2.11, free and clear of
and without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Lender and each Agent, taxes that are imposed on
its overall net income by the United States and taxes that are imposed on its
overall net income (and franchise taxes imposed in lieu thereof) by the state or
foreign jurisdiction under the laws of which such Lender or such Agent, as the
case may be, is organized or any political subdivision thereof and, in the case
of each Lender, taxes that are imposed on its overall net income (and franchise
taxes imposed in lieu thereof) by the state or foreign jurisdiction of such
Lender's Applicable Lending Office or any political subdivision thereof (all
such non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "TAXES"). If a Loan Party shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note or other Loan Documents to any Lender or any Agent, (i) the sum payable by
such Loan Party shall be increased as may be necessary so that after such Loan
Party and the Administrative Agent have made all required deductions (including
deductions applicable to additional sums payable under this Section 2.12) such
Lender or such Agent, as the case may be, receives an amount equal to the sum it
would have received had no such deductions been made, (ii) such Loan Party shall
make all such deductions and (iii) such Loan Party shall pay the full

                                       54
<PAGE>   60

amount deducted to the relevant taxation authority or other authority in
accordance with applicable law.

                  (b) In addition, each Loan Party shall pay any present or
future stamp, documentary, excise, property or similar taxes, charges or levies
that arise from any payment made hereunder or under the Notes or other Loan
Documents or from the execution, delivery or registration of, performance under,
or otherwise with respect to, this Agreement, the Notes or any other Loan
Document (hereinafter referred to as "OTHER TAXES").

                  (c) Each Loan Party shall indemnify each Lender and each Agent
for and hold them harmless against the full amount of Taxes and Other Taxes, and
for the full amount of taxes of any kind imposed by any jurisdiction on amounts
payable under this Section 2.12, imposed on or paid by such Lender or such Agent
(as the case may be) and any liability (including penalties, additions to tax,
interest and expenses) arising therefrom or with respect thereto. This
indemnification shall be made within 30 days from the date such Lender or such
Agent (as the case may be) makes written demand therefor.

                  (d) Within 30 days after the date of any payment of Taxes, the
relevant Loan Party shall furnish to the Administrative Agent, at its address
referred to in Section 9.02, the original or a certified copy of a receipt
evidencing such payment. In the case of any payment hereunder or under the Notes
or other Loan Documents by or on behalf of such Loan Party through an account or
branch outside the United States or by or on behalf of such Loan Party by a
payor that is not a United States person, if such Loan Party determines that no
Taxes are payable in respect thereof, such Loan Party shall furnish, or shall
cause such payor to furnish, to the Administrative Agent, at such address, an
opinion of counsel acceptable to the Administrative Agent stating that such
payment is exempt from Taxes. For purposes of subsections (d) and (e) of this
Section 2.12, the terms "UNITED STATES" and "UNITED STATES PERSON" shall have
the meanings specified in Section 7701 of the Internal Revenue Code.

                  (e) Each Lender organized under the laws of a jurisdiction
outside the United States shall, on or prior to the date of its execution and
delivery of this Agreement in the case of each Initial Lender and on the date of
the Assignment and Acceptance pursuant to which it becomes a Lender in the case
of each other Lender, and from time to time thereafter as reasonably requested
in writing by the relevant Loan Party (but only so long thereafter as such
Lender remains lawfully able to do so), provide each of the Administrative Agent
and each Loan Party with two original Internal Revenue Service forms 1001, 4224,
W-8ECI, W-8 or W-8BEN (and if such Lender delivers a form W-8 or W-8BEN for
purposes of the "portfolio interest" exemption under Section 881(c) or 871(h) of
the Code, a certificate representing that such Lender is not a "bank" for
purposes of Section 881(c) of the Internal Revenue Code, is not a 10-percent
shareholder, within the meaning of Section 871(h)(3)(B) of the Internal Revenue
Code, of the Loan Party and is not a controlled foreign corporation related to
the Loan Party, within the meaning of Section 864(d)(4) of the Internal Revenue
Code), as appropriate, or any successor or other form prescribed by the Internal
Revenue Service, certifying that such Lender is exempt from or entitled to a
reduced rate of United States withholding tax on payments pursuant to this
Agreement or the Notes or, in the case of a Lender providing a form W-8 or
W-8BEN for purposes of the "portfolio interest" exemption under Section 881(c)
or 871(h) of the Code, certifying that such Lender is a foreign corporation,
partnership, estate or trust. If the forms


                                       55
<PAGE>   61

provided by a Lender at the time such Lender first becomes a party to this
Agreement indicate a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from Taxes
unless and until such Lender provides the appropriate forms certifying that a
lesser rate applies, whereupon withholding tax at such lesser rate only shall be
considered excluded from Taxes for periods governed by such forms; provided,
however, that if, at the effective date of the Assignment and Acceptance
pursuant to which a Lender becomes a party to this Agreement, the Lender
assignor was entitled to payments under subsection (a) of this Section 2.12 in
respect of United States withholding tax with respect to interest paid at such
date, then, to such extent, the term Taxes shall include (in addition to
withholding taxes that may be imposed in the future or other amounts otherwise
includable in Taxes) United States withholding tax, if any, applicable with
respect to the Lender assignee on such date. If any form or document referred to
in this subsection (e) requires the disclosure of information, other than
information necessary to compute the tax payable and information required on the
date hereof by Internal Revenue Service form 1001, 4224, W-8, W-8BEN or W-8ECI
(or the related certificate described above), that the applicable Lender
reasonably considers to be confidential, such Lender shall give notice thereof
to the Loan Party and shall not be obligated to include in such form or document
such confidential information.

                  (f) For any period with respect to which a Lender has failed
to provide the relevant Loan Party with the appropriate form described in
subsection (e) above (other than if such failure is due to a change in law
occurring after the date on which a form originally was required to be provided
or if such form otherwise is not required under subsection (e) above), such
Lender shall not be entitled to indemnification under subsection (a) or (c) of
this Section 2.12 with respect to Taxes imposed by the United States by reason
of such failure; provided, however, that should a Lender become subject to Taxes
because of its failure to deliver a form required hereunder, the relevant Loan
Party shall take such steps as such Lender shall reasonably request to assist
such Lender to recover such Taxes.

                  (g) At the written request of Borrower, any Lender Party
claiming any additional amounts payable pursuant to this Section 2.12 agrees to
use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to change the jurisdiction of its Eurodollar Lending
Office if the making of such a change would avoid the need for, or reduce the
amount of, any such additional amounts that may thereafter accrue and would not,
in the reasonable judgment of such Lender Party, be otherwise disadvantageous to
such Lender Party.

                  SECTION 2.13. Sharing of Payments, Etc. If any Lender Party
shall obtain at any time any payment (whether voluntary, involuntary, through
the exercise of any right of set-off, or otherwise, other than as a result of an
assignment pursuant to Section 9.07) (a) on account of Obligations due and
payable to such Lender Party hereunder and under the Notes 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 Party at such time to (ii) the
aggregate amount of the Obligations due and payable to all Lender Parties
hereunder and under the Notes at such time) of payments on account of the
Obligations due and payable to all Lender Parties hereunder and under the Notes
at such time obtained by all the Lender Parties at such time or (b) on account
of Obligations owing (but not due and payable) to such Lender Party hereunder
and under the Notes at such time in excess of its ratable share (according to
the proportion of (i) the amount of such


                                       56
<PAGE>   62

Obligations owing to such Lender Party at such time to (ii) the aggregate amount
of the Obligations owing (but not due and payable) to all Lender Parties
hereunder and under the Notes at such time) of payments on account of the
Obligations owing (but not due and payable) to all Lender Parties hereunder and
under the Notes at such time obtained by all of the Lender Parties at such time,
such Lender Party shall forthwith purchase from the other Lender Parties 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 Party 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 Party, such purchase from each other
Lender Party shall be rescinded and such other Lender Party shall repay to the
purchasing Lender Party the purchase price to the extent of such Lender Party's
ratable share (according to the proportion of (i) the purchase price paid to
such Lender Party to (ii) the aggregate purchase price paid to all Lender
Parties) of such recovery together with an amount equal to such Lender Party's
ratable share (according to the proportion of (i) the amount of such other
Lender Party's required repayment to (ii) the total amount so recovered from the
purchasing Lender Party) of any interest or other amount paid or payable by the
purchasing Lender Party 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 Appropriate Lender shall be
shared on a pro rata basis only with other Appropriate Lenders. The Borrower
agrees that any Lender Party so purchasing an interest or participating interest
from another Lender Party pursuant to this Section 2.13 may, to the fullest
extent permitted by law, exercise all its rights of payment (including the right
of set-off) with respect to such interest or participating interest, as the case
may be, as fully as if such Lender Party were the direct creditor of the
Borrower in the amount of such interest or participating interest, as the case
may be.

                  SECTION 2.14. Use of Proceeds. The proceeds of the Advances
and issuances of Letters of Credit shall be available (and the Borrower agrees
that it shall use such proceeds and Letters of Credit) solely to pay to the
Seller the cash portion of the purchase price for the Acquisition, pay
transaction fees and expenses, refinance certain Existing Debt, to finance
general corporate purposes of the Borrower and its Subsidiaries and provide
working capital for the Borrower and its Subsidiaries.

                  SECTION 2.15. Defaulting Lenders. (a) In the event that, at
any one time, (i) any Lender Party shall be a Defaulting Lender, (ii) such
Defaulting Lender shall owe a Defaulted Advance to the Borrower and (iii) the
Borrower shall be required to make any payment hereunder or under any other Loan
Document to or for the account of such Defaulting Lender, then the Borrower may,
so long as no Default shall occur or be continuing at such time and to the
fullest extent permitted by applicable law, set off and otherwise apply the
Obligation of the Borrower to make such payment to or for the account of such
Defaulting Lender against the obligation of such Defaulting Lender to make such
Defaulted Advance. In the event that, on any date, the Borrower shall so set off
and otherwise apply its obligation to make any such payment against the
obligation of such Defaulting Lender to make any such Defaulted Advance on or
prior to such date, the amount so set off and otherwise applied by the Borrower
shall constitute for all purposes of this Agreement and the other Loan Documents
an Advance by such Defaulting Lender made on the date of such set-off under the
Facility pursuant to which such Defaulted Advance was originally required to
have been made pursuant to Section 2.01. Such Advance shall be considered, for
all purposes of this Agreement, to comprise part of the


                                       57
<PAGE>   63

Borrowing in connection with which such Defaulted Advance was originally
required to have been made pursuant to Section 2.01, even if the other Advances
comprising such Borrowing shall be Eurodollar Rate Advances on the date such
Advance is deemed to be made pursuant to this subsection (a). The Borrower shall
notify the Administrative Agent at any time the Borrower exercises its right of
set-off pursuant to this subsection (a) and shall set forth in such notice (A)
the name of the Defaulting Lender and the Defaulted Advance required to be made
by such Defaulting Lender and (B) the amount set off and otherwise applied in
respect of such Defaulted Advance pursuant to this subsection (a). Any portion
of such payment otherwise required to be made by the Borrower to or for the
account of such Defaulting Lender which is paid by the Borrower, after giving
effect to the amount set off and otherwise applied by the Borrower pursuant to
this subsection (a), shall be applied by the Administrative Agent as specified
in subsection (b) or (c) of this Section 2.15.

                  (b) In the event that, at any one time, (i) any Lender Party
shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted
Amount to any Agent or any of the other Lender Parties and (iii) the Borrower
shall make any payment hereunder or under any other Loan Document to the
Administrative Agent for the account of such Defaulting Lender, then the
Administrative Agent may, on its behalf or on behalf of such other Agents or
such other Lender Parties and to the fullest extent permitted by applicable law,
apply at such time the amount so paid by the Borrower to or for the account of
such Defaulting Lender to the payment of each such Defaulted Amount to the
extent required to pay such Defaulted Amount. In the event that the
Administrative Agent shall so apply any such amount to the payment of any such
Defaulted Amount on any date, the amount so applied by the Administrative Agent
shall constitute for all purposes of this Agreement and the other Loan Documents
payment, to such extent, of such Defaulted Amount on such date. Any such amount
so applied by the Administrative Agent shall be retained by the Administrative
Agent or distributed by the Administrative Agent to such other Agents or such
other Lender Parties, ratably in accordance with the respective portions of such
Defaulted Amounts payable at such time to the Administrative Agent, such other
Agents and such other Lender Parties and, if the amount of such payment made by
the Borrower shall at such time be insufficient to pay all Defaulted Amounts
owing at such time to the Administrative Agent, such other Agents and such other
Lender Parties, in the following order of priority:

                  (i) first, to the Agents for any Defaulted Amounts then owing
         to them, in their capacities as such, ratably in accordance with such
         respective Defaulted Amounts then owing to the Agents;

                  (ii) second, to the Issuing Bank and the Swing Line Bank for
         any Defaulted Amounts then owing to them, in their capacities as such,
         ratably in accordance with such respective Defaulted Amounts then owing
         to the Issuing Bank and the Swing Line Bank; and

                  (iii) third, to any other Lender Parties for any Defaulted
         Amounts then owing to such other Lender Parties, ratably in accordance
         with such respective Defaulted Amounts then owing to such other Lender
         Parties.


                                       58
<PAGE>   64

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.15.

                  (c) In the event that, at any one time, (i) any Lender Party
shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a
Defaulted Advance or a Defaulted Amount and (iii) the Borrower, any Agent or any
other Lender Party shall be required to pay or distribute any amount hereunder
or under any other Loan Document to or for the account of such Defaulting
Lender, then the Borrower or such Agent or such other Lender Party shall pay
such amount to the Administrative Agent to be held by the Administrative Agent,
to the fullest extent permitted by applicable law, in escrow or the
Administrative Agent shall, to the fullest extent permitted by applicable law,
hold in escrow such amount otherwise held by it. Any funds held by the
Administrative Agent in escrow under this subsection (c) shall be deposited by
the Administrative Agent in an account with Bank of America, in the name and
under the control of the Administrative Agent, but subject to the provisions of
this subsection (c). The terms applicable to such account, including the rate of
interest payable with respect to the credit balance of such account from time to
time, shall be Bank of America's standard terms applicable to escrow accounts
maintained with it. Any interest credited to such account from time to time
shall be held by the Administrative Agent in escrow under, and applied by the
Administrative Agent from time to time in accordance with the provisions of,
this subsection (c). The Administrative Agent shall, to the fullest extent
permitted by applicable law, apply all funds so held in escrow from time to time
to the extent necessary to make any Advances required to be made by such
Defaulting Lender and to pay any amount payable by such Defaulting Lender
hereunder and under the other Loan Documents to the Administrative Agent or any
other Lender Party, as and when such Advances or amounts are required to be made
or paid and, if the amount so held in escrow shall at any time be insufficient
to make and pay all such Advances and amounts required to be made or paid at
such time, in the following order of priority:

                  (i) first, to the Agents for any amounts then due and payable
         by such Defaulting Lender to them hereunder, in their capacities as
         such, ratably in accordance with such respective amounts then due and
         payable to the Agents;

                  (ii) second, to the Issuing Bank and the Swing Line Bank for
         any amounts then due and payable to them hereunder, in their capacities
         as such, by such Defaulting Lender, ratably in accordance with such
         respective amounts then due and payable to the Issuing Bank and the
         Swing Line Bank;

                  (iii) third, to any other Lender Parties for any amount then
         due and payable by such Defaulting Lender to such other Lender Parties
         hereunder, ratably in accordance with such respective amounts then due
         and payable to such other Lender Parties; and

                  (iv) fourth, to the Borrower for any Advance then required to
         be made by such Defaulting Lender pursuant to a Commitment of such
         Defaulting Lender.

In the event that any Lender Party that is a Defaulting Lender shall, at any
time, cease to be a Defaulting Lender, any funds held by the Administrative
Agent in escrow at such time with



                                       59
<PAGE>   65

respect to such Lender Party shall be distributed by the Administrative Agent to
such Lender Party and applied by such Lender Party to the Obligations owing to
such Lender Party at such time under this Agreement and the other Loan Documents
ratably in accordance with the respective amounts of such Obligations
outstanding at such time.

                  (d) The rights and remedies against a Defaulting Lender under
this Section 2.15 are in addition to other rights and remedies that the Borrower
may have against such Defaulting Lender with respect to any Defaulted Advance
and that any Agent or any Lender Party may have against such Defaulting Lender
with respect to any Defaulted Amount.

                  SECTION 2.16. Replacement of Certain Lenders. If any Lender (a
"SUBJECT LENDER") makes demand upon the Borrower for (or if the Borrower is
otherwise required to pay) amounts pursuant to Section 2.10(a) or (b) or Section
2.12 or gives notice pursuant to Section 2.10 (c) or (d) requiring a conversion
of such Subject Lender's Eurodollar Rate Advances to Prime Rate Advances or
suspending such Lender's obligation to make advances as, or to Convert or
continue Advances into or as, Eurodollar Rate Advances, the Borrower, may,
within 90 days of receipt by the Borrower of such demand or notice (or the
occurrence of such other event causing the Borrower to be required to pay such
compensation), as the case may be, give notice (a "REPLACEMENT NOTICE") in
writing to the Administrative Agent and such Subject Lender of its intention to
replace such Subject Lender with a financial institution (a "REPLACEMENT
LENDER") designated in such Replacement Notice. Unless the Administrative Agent
shall, in the exercise of its reasonable discretion and within 30 days of its
receipt of such Replacement Notice, notify the Borrower and such Subject Lender
in writing that the designated financial institution is unsatisfactory to the
Administrative Agent (such denial not being available to the Administrative
Agent where the Replacement Lender is already a Lender), then such Subject
Lender shall, subject to the payment of any amounts due pursuant to Sections
2.10(a) and (b) and Section 2.12 assign, in accordance with Section 9.07, all of
its Commitments, Advances, Notes and other rights and obligations under this
Agreement and all other Loan Documents to such designated financial institution;
provided, however, that (i) such assignment shall be without recourse,
representation or warranty and (ii) the purchase price paid by such designated
financial institution shall be in at least the amount of such Subject Lender's
Advances, together with all accrued and unpaid interest and fees in respect
thereof, plus all other amounts (including the amounts demanded and unreimbursed
under Sections 2.10(a) and (b) and Section 2.12) owing to such Subject Lender
hereunder. Upon the effective date of an assignment described above, the
Borrower shall, upon request, issue a replacement Note or Notes, as the case may
be, to such designated financial institution or Replacement Lender, as
applicable, and such institution shall become a "Lender" for all purposes under
this Agreement and the other Loan Documents.

                                  ARTICLE III

                            CONDITIONS OF LENDING AND
                         ISSUANCES OF LETTERS OF CREDIT

                  SECTION 3.01. Conditions Precedent to Initial Extension of
Credit. (a) The obligation of each Lender to make an Advance or of the Issuing
Bank to issue a Letter of Credit


                                       60
<PAGE>   66

on the occasion of the Initial Extension of Credit hereunder is subject to the
satisfaction of the following conditions precedent before or concurrently with
the Initial Extension of Credit:

                  (b) The Administrative Agent shall have received on or before
the day of the Initial Extension of Credit the following, each dated such day
(unless otherwise specified), in form and substance satisfactory to the
Administrative Agent (unless otherwise specified) and (except for the Notes) in
sufficient copies for each Lender Party:

                  (i) The Notes, if requested by any Lenders, payable to the
         order of the requesting Lenders.

                  (ii) A security agreement in substantially the form of Exhibit
         D hereto (together with each other security agreement and security
         agreement supplement delivered pursuant to Section 5.01(j), in each
         case as amended, the "SECURITY AGREEMENT"), duly executed by each Loan
         Party, together with:

                           (A) certificates representing the Pledged Shares
                  referred to therein accompanied by undated stock powers
                  executed in blank and instruments evidencing the Pledged Debt
                  indorsed in blank,

                           (B) proper financing statements, duly executed for
                  filing under the Uniform Commercial Code of all jurisdictions
                  that the Administrative Agent may deem necessary in order to
                  perfect and protect the liens and security interests created
                  under the Security Agreement, covering the Collateral
                  described in the Security Agreement,

                           (C) completed requests for information, dated on or
                  before the date of the Initial Extension of Credit, listing
                  all effective financing statements filed in the jurisdictions
                  referred to in clause (B) above that name any Loan Party as
                  debtor, together with copies of such other financing
                  statements,

                           (D) evidence of the completion of all other
                  recordings and filings of or with respect to the Security
                  Agreement that the Administrative Agent may deem necessary in
                  order to perfect and protect the Liens created thereby,

                           (E) evidence of the insurance required by the terms
                  of the Security Agreement,

                           (F) copies of the Assigned Agreements referred to in
                  the Security Agreement, together with a consent to such
                  assignment, in substantially the form of Exhibit B to the
                  Security Agreement, duly executed by each party to such
                  Assigned Agreements other than the Loan Parties, and

                           (G) evidence that all other action that the
                  Administrative Agent may deem necessary in order to perfect
                  and protect the priority of the liens and security interests
                  created under the Security Agreement has been taken
                  (including, without limitation, receipt of duly executed
                  payoff letters and UCC-3 termination statements).


                                       61
<PAGE>   67

                  (iii) Certified copies of the resolutions of the Board of
         Directors of each Loan Party approving the Transaction and each
         Transaction Document to which it is or is to be a party, and of all
         documents evidencing other necessary corporate action and governmental
         and other third party approvals and consents, if any, with respect to
         the Transaction and each Transaction Document to which it is or is to
         be a party.

                  (iv) A copy of a certificate of the Secretary of State of the
         jurisdiction of incorporation of each Loan Party, dated reasonably near
         the date of the Initial Extension of Credit, certifying (A) as to a
         true and correct copy of the charter of such Loan Party and each
         amendment thereto on file in such Secretary's office and (B) that (1)
         such amendments are the only amendments to such Loan Party's charter on
         file in such Secretary's office, (2) such Loan Party has paid all
         franchise taxes to the date of such certificate and (3) such Loan Party
         is duly incorporated and in good standing or presently subsisting under
         the laws of the State of the jurisdiction of its incorporation.

                  (v) A certificate of each Loan Party, signed on behalf of such
         Loan Party by its Secretary or any Assistant Secretary, dated the date
         of the Initial Extension of Credit (the statements made in which
         certificate shall be true on and as of the date of the Initial
         Extension of Credit), certifying as to (A) the absence of any
         amendments to the charter of such Loan Party since the date of the
         Secretary of State's certificate referred to in Section 3.01(b)(iv),
         (B) a true and correct copy of the bylaws of such Loan Party as in
         effect on the date on which the resolutions referred to in Section
         3.01(b)(iii) were adopted and on the date of the Initial Extension of
         Credit, (C) the due incorporation and good standing or valid existence
         of such Loan Party as a corporation organized under the laws of the
         jurisdiction of its incorporation, and the absence of any proceeding
         for the dissolution or liquidation of such Loan Party, (D) the truth of
         the representations and warranties contained in the Loan Documents as
         though made on and as of the date of the Initial Extension of Credit
         and (E) the absence of any event occurring and continuing, or resulting
         from the Initial Extension of Credit, that constitutes a Default.

                  (vi) A certificate of the Secretary or an Assistant Secretary
         of each Loan Party certifying the names and true signatures of the
         officers of such Loan Party authorized to sign each Transaction
         Document to which it is or is to be a party and the other documents to
         be delivered hereunder and thereunder.

                  (vii) Certified copies of each of the Related Documents, the
         Series A-1 Preferred Documents and the Series A-2 Preferred Documents,
         duly executed by the parties thereto and in form and substance
         satisfactory to the Lender Parties, together with all agreements,
         instruments and other documents delivered in connection therewith as
         the Administrative Agent shall request.

                  (viii) Certificates, in substantially the form of Exhibit F,
         attesting to the Solvency of each Loan Party before and after giving
         effect to the Transaction, from its Chief Financial Officer.

                  (ix) Such financial, business and other information regarding
         each Loan Party and its Subsidiaries as the Lender Parties shall have
         reasonably requested, including,


                                       62
<PAGE>   68

         without limitation, information as to possible contingent liabilities,
         tax matters, environmental matters, obligations under Plans,
         Multiemployer Plans and Welfare Plans, collective bargaining agreements
         and other arrangements with employees, audited annual financial
         statements of the Borrower dated March 31, 2000, audited annual
         financial statements of the Company dated February 26, 2000, interim
         financial statements of each of the Borrower and the Company dated the
         end of the most recent quarter for which financial statements are
         available, pro forma financial statements as to the Borrower and
         forecasts prepared by management of the Borrower and the Company, in
         form and substance satisfactory to the Lender Parties, of balance
         sheets, income statements and cash flow statements on a quarterly basis
         for the first year following the day of the Initial Extension of Credit
         and on an annual basis for each year thereafter until the Termination
         Date.

                  (x) Evidence of insurance naming the Collateral Agent as
         additional insured and loss payee with such responsible and reputable
         insurance companies or associations, and in such amounts and covering
         such risks, as is satisfactory to the Lender Parties, but excluding
         business interruption insurance.

                  (xi) Certified copies of each employment agreement and other
         compensation arrangement with each executive officer of any Loan Party
         or any of its Subsidiaries as the Administrative Agent shall reasonably
         request.

                  (xii) A Notice of Borrowing or Notice of Issuance, as
         applicable, relating to the Initial Extension of Credit.

                  (xiii) A favorable opinion of Akin, Gump, Strauss, Hauer &
         Feld, L.L.P., counsel for the Loan Parties, in substantially the form
         of Exhibit G hereto and as to such other matters as any Lender Party
         through the Administrative Agent may reasonably request.

                  (xiv) A favorable opinion of Streich Lang, local counsel to
         the Loan Parties in Arizona, in substantially the form of Exhibit H
         hereto and as to such other matters as any Lender Party through the
         Administrative Agent may reasonably request.

                  (c) The Lender Parties shall be reasonably satisfied with the
corporate and legal structure and capitalization of each Loan Party and each of
its Subsidiaries the Equity Interests in which Subsidiaries is being pledged
pursuant to the Loan Documents, including the terms and conditions of the
charter, bylaws and each class of Equity Interest in each Loan Party and each
such Subsidiary and of each agreement or instrument relating to such structure
or capitalization.

                  (d) The Lender Parties shall be satisfied that all Existing
Debt, other than Surviving Debt, has been prepaid, redeemed or defeased in full
or otherwise satisfied and extinguished and that all Surviving Debt shall be on
terms and conditions satisfactory to the Lender Parties.

                  (e) Before giving effect to the Transaction, there shall have
occurred (i) no Material Adverse Change since March 31, 2000 or (ii) no material
adverse change in the


                                       63
<PAGE>   69

business, financial condition, operations, performance, or properties of the
Company and its Subsidiaries, taken as a whole, since December 31, 1999.

                  (f) There shall exist no action, suit, investigation,
litigation, subpoena or proceeding affecting any Loan Party or any of its
Subsidiaries pending or threatened before any court, governmental agency or
arbitrator that (i) would reasonably be expected to (A) have a Material Adverse
Effect or (B) have a material adverse effect on the business, financial
condition, operations, performance or properties of the Company and its
Subsidiaries, taken as a whole, other than the matters described on Schedule
4.01(f) hereto (the "DISCLOSED LITIGATION") or (ii) adversely affects the
legality, validity or enforceability of any Transaction Document or the
consummation of the Transaction, and there shall have been no adverse change in
the status, or financial effect on any Loan Party or any of its Subsidiaries, of
the Disclosed Litigation from that described on Schedule 4.01(f) hereto.

                  (g) All governmental and third party consents and approvals
necessary in connection with the Transaction shall have been obtained (without
the imposition of any conditions that are not acceptable to the Lead Arranger
and shall remain in effect; all applicable waiting periods in connection with
the Transaction shall have expired without any action being taken by any
competent authority, and no law or regulation shall be applicable in the
judgment of the Lead Arranger, in each case that restrains, prevents or imposes
materially adverse conditions upon the Transaction.

                  (h) Nothing shall have come to the attention of the Lender
Parties that is inconsistent in any material respect with the information
provided by or on behalf of the Borrower to the Lender Parties prior to June 30,
2000 and that would reasonably be expected to have a Material Adverse Effect or
a material adverse effect on the business, financial condition, operations,
performance or properties of the Company and its Subsidiaries, taken as a whole.

                  (i) The Borrower shall have paid all fees of the Agents and
the Lender Parties then due and payable and all accrued reasonable out-of-pocket
expenses of the Agents (including the accrued fees and expenses of counsel to
the Administrative Agent and local counsel, if any, to the Lender Parties).

                  (j) The Acquisition shall have been consummated in accordance
with the terms of the Acquisition Agreement, without any waiver or amendment not
consented to by the Lender Parties of any material term, provision or condition
set forth therein, and in compliance with all applicable laws.

                  (k) The Acquisition Agreement shall be in full force and
effect.

                  (l) The Agents and Lead Arranger shall be reasonably satisfied
with the terms and conditions of the Seller Note, the Series A-1 Preferred
Stock, the Series A-2 Preferred Stock and the Series B Preferred Stock.

                  (m) The Borrower shall simultaneously receive at least $150.0
million in gross proceeds from the issuance of Equity Interests to the Equity
Investors and at least $125.0 million in gross proceeds from the issuance of the
Series A-2 Preferred Stock.


                                       64
<PAGE>   70

                  (n) The Lead Arranger shall be reasonably satisfied that pro
forma twelve month adjusted EBITDA of the Borrower and its Subsidiaries for the
period ended March 31, 2000 is at least $190 million, and the Borrower shall
have delivered to the Lenders a certificate to such effect executed by the Chief
Financial Officer of the Borrower.

                  SECTION 3.02. Conditions Precedent to Each Borrowing and
Issuance and Renewal. The obligation of each Appropriate Lender to make an
Advance (other than a Letter of Credit Advance made by the Issuing Bank or a
Tranche A Revolving Credit Lender pursuant to Section 2.03(c) and a Swing Line
Advance made by a Tranche A Revolving Credit Lender pursuant to Section 2.02(b))
on the occasion of each Borrowing (including the initial Borrowing), and the
obligation of the Issuing Bank to issue a Letter of Credit (including the
initial issuance) or renew a Letter of Credit and the right of the Borrower to
request a Swing Line Borrowing, shall be subject to the further conditions
precedent that on the date of such Borrowing or issuance or renewal the
following statements shall be true (and each of the giving of the applicable
Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance or
Notice of Renewal and the acceptance by the Borrower of the proceeds of such
Borrowing or of such Letter of Credit or the renewal of such Letter of Credit
shall constitute a representation and warranty by the Borrower that both on the
date of such notice and on the date of such Borrowing or issuance or renewal
such statements are true):

                  (i) the representations and warranties contained in each Loan
         Document are correct in all material respects on and as of such date,
         before and after giving effect to such Borrowing or issuance or renewal
         and to the application of the proceeds therefrom, as though made on and
         as of such date, other than any such representations or warranties
         that, by their terms, refer to a specific date other than the date of
         such Borrowing or issuance or renewal, in which case as of such
         specific date; and

                  (ii) no Default has occurred and is continuing, or would
         result from such Borrowing or issuance or renewal or from the
         application of the proceeds therefrom.

                  SECTION 3.03. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender Party, each Agent and each Lead Arranger 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 acceptable
or satisfactory to the Lender Parties, the Agents or the Lead Arranger unless an
officer of the Administrative Agent responsible for the transactions
contemplated by the Loan Documents shall have received notice from such Lender
Party, such Agent or the Lead Arranger (as the case may be) prior to the Initial
Extension of Credit specifying its objection thereto and, if the Initial
Extension of Credit consists of a Borrowing, such Lender Party shall not have
made available to the Administrative Agent such Lender Party's ratable portion
of such Borrowing.


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                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01. Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:

                  (a) Each Loan Party and each of its Subsidiaries (i) is duly
         organized, validly existing and in good standing under the laws of the
         jurisdiction of its organization, (ii) is duly qualified and in good
         standing as a foreign corporation or limited liability company or
         limited partnership, as applicable, in each other jurisdiction in which
         it owns or leases property or in which the conduct of its business
         requires it to so qualify or be licensed except where the failure to so
         qualify or be licensed could not be reasonably likely to have a
         Material Adverse Effect and (iii) has all requisite power and authority
         (including, without limitation, all governmental licenses, permits and
         other approvals) to own or lease and operate its properties and to
         carry on its business as now conducted and as proposed to be conducted.

                  (b) Set forth on Schedule 4.01(b) hereto is a complete and
         accurate list of all Subsidiaries of each Loan Party, showing as of the
         date hereof (as to each such Subsidiary) the jurisdiction of its
         organization, the number of shares of each class of its Equity
         Interests authorized, and the number outstanding, on the date hereof
         and the percentage of each such class of its Equity Interests owned
         (directly or indirectly) by such Loan Party and the number of shares
         covered by all outstanding options, warrants, rights of conversion or
         purchase and similar rights at the date hereof. All of the outstanding
         Equity Interests in each Loan Party's Subsidiaries that are owned by
         such Loan Party has been validly issued, are fully paid and
         non-assessable and are owned by such Loan Party or one or more of its
         Subsidiaries free and clear of all Liens, except those created under
         the Collateral Documents.

                  (c) The execution, delivery and performance by each Loan Party
         of each Transaction Document to which it is or is to be a party, and
         the consummation of the Transaction, are within such Loan Party's
         corporate powers, have been duly authorized by all necessary corporate
         action, and do not (i) contravene such Loan Party's charter or bylaws,
         (ii) violate any law, rule, regulation (including, without limitation,
         Regulation X of the Board of Governors of the Federal Reserve System),
         order, writ, judgment, injunction, decree, determination or award,
         (iii) conflict with or result in the breach of, or constitute a default
         or require any payment to be made under, any contract, loan agreement,
         indenture, mortgage, deed of trust, lease or other instrument binding
         on or affecting any Loan Party, any of its Subsidiaries or any of their
         properties or (iv) except for the Liens created under the Loan
         Documents, result in or require the creation or imposition of any Lien
         upon or with respect to any of the properties of any Loan Party or any
         of its Subsidiaries.

                  (d) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         or any other third party is required for (i) the due execution,
         delivery, recordation, filing or performance by any Loan Party


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<PAGE>   72

         of any Transaction Document to which it is or is to be a party, or for
         the consummation of the Transaction, (ii) the grant by any Loan Party
         of the Liens granted by it pursuant to the Collateral Documents, (iii)
         the perfection or maintenance of the Liens created under the Collateral
         Documents (including the first priority nature thereof) or (iv) the
         exercise by any Agent or any Lender Party of its rights under the Loan
         Documents or the remedies in respect of the Collateral pursuant to the
         Collateral Documents, except for (x) the authorizations, approvals,
         actions, notices and filings listed on Schedule 4.01(d) hereto, all of
         which have been duly obtained, taken, given or made and are in full
         force and effect or (y) any such authorization, approval, action,
         notice or filing the absence of which, either individually or in the
         aggregate with all other such authorizations, approvals, actions,
         notices or filings, could not be reasonably likely to have a Material
         Adverse Effect. All applicable waiting periods in connection with the
         Transaction have expired without any action having been taken by any
         competent authority restraining, preventing or imposing materially
         adverse conditions upon the Transaction or the rights of the Loan
         Parties or their Subsidiaries 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 Acquisition is being consummated in
         accordance with the Acquisition Agreement and applicable law.

                  (e) This Agreement has been, and each other Transaction
         Document when delivered hereunder will have been, duly executed and
         delivered by each Loan Party party thereto. This Agreement is, and each
         other Transaction Document when delivered hereunder will be, the legal,
         valid and binding obligation of each Loan Party party thereto,
         enforceable against such Loan Party in accordance with its terms.

                  (f) There is no action, suit, investigation, litigation,
         subpoena or proceeding affecting any Loan Party or any of its
         Subsidiaries, including any Environmental Action, pending or threatened
         before any court, governmental agency or arbitrator that (i) could be
         reasonably likely to have a Material Adverse Effect (other than the
         Disclosed Litigation) or (ii) purports to affect the legality, validity
         or enforceability of any Transaction Document or the consummation of
         the Transaction, and there has been no material adverse change in the
         status, or financial effect on any Loan Party, of the Disclosed
         Litigation from that described on Schedule 4.01(f) hereto.

                  (g) (i) The Consolidated balance sheet of the Borrower and its
         Subsidiaries as at March 31, 2000, and the related Consolidated
         statement of income and Consolidated statement of cash flows of the
         Borrower and its Subsidiaries for the fiscal year then ended,
         accompanied by an unqualified opinion of Arthur Andersen, independent
         public accountants, and the Consolidated balance sheet of the Borrower
         and its Subsidiaries as at June 30, 2000, and the related Consolidated
         statement of income and Consolidated statement of cash flows of the
         Borrower and its Subsidiaries for the three months then ended, duly
         certified by the Chief Financial Officer of the Borrower, copies of
         which have been furnished to each Lender Party, fairly present in all
         material respects, subject, in the case of said balance sheet as at
         June 30, 2000, and said statements of income and cash flows for the
         three months then ended, to normal year-end audit adjustments and
         absence of footnotes, the Consolidated financial condition of the
         Borrower


                                       67
<PAGE>   73

         and its Subsidiaries as at such dates and the Consolidated results of
         operations of the Borrower and its Subsidiaries for the periods ended
         on such dates, all in accordance with generally accepted accounting
         principles applied on a consistent basis and since March 31, 2000,
         there has been no Material Adverse Change.

                  (ii) The Consolidated balance sheet of the Company and its
         Subsidiaries as of February 26, 2000 and the related Consolidated
         statement of income and Consolidated Statement of cash flows of the
         Company and its Subsidiaries for the fiscal year then ended,
         accompanied by an unqualified opinion of Ernst & Young, independent
         public accountants, and the Consolidated balance sheet of the Company
         and its Subsidiaries as of June 24, 2000, and the related Consolidated
         statement of income and Consolidated statement of cash flows of the
         Company and its Subsidiaries for the four months then ended, duly
         certified by the Chief Financial Officer of the Company, copies of
         which have been furnished to each Lender Party, fairly present in all
         material respects, subject in the case of said balance sheet as at June
         24, 2000, and said statements of income and cash flows for the four
         months then ended, to normal year-end audit adjustments and the absence
         of footnotes, the Consolidated financial condition of the Company and
         its Subsidiaries as at such dates and the Consolidated results of
         operations of the Borrower and its Subsidiaries for the periods ended
         on such dates, all in accordance with generally accepted accounting
         principles applied on a consistent basis.

                  (h) The Consolidated pro forma balance sheet of the Borrower
         and its Subsidiaries as at June 30, 2000, and the related Consolidated
         pro forma statements of income and cash flows of the Borrower and its
         Subsidiaries for the three months then ended, certified by the Chief
         Financial Officer of the Borrower, copies of which have been furnished
         to each Lender Party, fairly present in all material respects the
         Consolidated pro forma financial condition of the Borrower and its
         Subsidiaries as at such date and the Consolidated pro forma results of
         operations of the Borrower and its Subsidiaries for the period ended on
         such date (subject to normal year-end adjustments and the absence of
         footnotes), in each case giving effect to the Transaction, all in
         accordance with GAAP.

                  (i) The Consolidated forecasted balance sheets, statements of
         income and statements of cash flows of the Borrower and its
         Subsidiaries delivered to the Lender Parties pursuant to Section
         3.01(b) or 5.03 were prepared in good faith on the basis of the
         assumptions stated therein and represented, at the time of delivery,
         the Borrower's best estimate of its future financial performance,
         provided it being understood that actual results may differ.

                  (j) Neither the Preliminary Information Memorandum nor the
         Information Memorandum nor any other information, exhibit or report
         furnished by or on behalf of any Loan Party to any Agent or any Lender
         Party in connection with the negotiation and syndication of the Loan
         Documents or pursuant to the terms of the Loan Documents (other than
         the information referred to in Section 4.01(i)), taken as a whole,
         contained any untrue statement of a material fact or omitted to state a
         material fact necessary to make the statements made therein not
         misleading.


                                       68
<PAGE>   74

                  (k) The Borrower is not engaged in the business of extending
         credit for the purpose of purchasing or carrying Margin Stock, and no
         proceeds of any Advance or drawings under any Letter of Credit will be
         used to purchase or carry any Margin Stock or to extend credit to
         others for the purpose of purchasing or carrying any Margin Stock.

                  (l) Neither any Loan Party nor any of its Subsidiaries is an
         "investment company", or an "affiliated person" of, or "promoter" or
         "principal underwriter" for, an "investment company", as such terms are
         defined in the Investment Company Act of 1940, as amended. Neither any
         Loan Party nor any of its Subsidiaries is a "holding company", or a
         "subsidiary company" of a "holding company", or an "affiliate" of a
         "holding company" or of a "subsidiary company" of a "holding company",
         as such terms are defined in the Public Utility Holding Company Act of
         1935, as amended. Neither the making of any Advances, nor the issuance
         of any Letters of Credit, nor the application of the proceeds or
         repayment thereof by the Borrower, nor the consummation of the other
         transactions contemplated by the Transaction Documents, will violate
         any provision of any such Act or any rule, regulation or order of the
         Securities and Exchange Commission thereunder.

                  (m) Neither any Loan Party nor any of its Subsidiaries is a
         party to any indenture, loan or credit agreement or any lease or other
         agreement or instrument or subject to any charter or corporate
         restriction that could be reasonably likely to have a Material Adverse
         Effect.

                  (n) All filings and other actions necessary or desirable to
         perfect and protect the security interest in the Collateral created
         under the Collateral Documents have been duly made or taken and are in
         full force and effect, and, subject to the exceptions set forth
         therein, the Collateral Documents create in favor of the Collateral
         Agent for the benefit of the Secured Parties a valid and, together with
         such filings and other actions, perfected first priority security
         interest in the Collateral, securing the payment of the Secured
         Obligations, and all filings and other actions necessary or desirable
         to perfect and protect such security interest have been duly taken. The
         Loan Parties are the legal and beneficial owners of the Collateral free
         and clear of any Lien, except for the liens and security interests
         created or permitted under the Loan Documents.

                  (o) Each Loan Party is, individually and together with its
         Subsidiaries, Solvent.

                  (p) Set forth on Schedule 4.01(p) hereto is a complete and
         accurate list of all Plans, Multiemployer Plans and Welfare Plans.

                           (A) No ERISA Event has occurred or is reasonably
                  expected to occur with respect to any Plan that has resulted
                  in or is reasonably expected to result in a material liability
                  of any Loan Party or any ERISA Affiliate.

                           (B) Schedule B (Actuarial Information) to the most
                  recent annual report (Form 5500 Series) for each Plan, copies
                  of which have been filed with the Internal Revenue Service and
                  furnished to the Lender Parties, is complete and


                                       69
<PAGE>   75

                  accurate and fairly presents the funding status of such Plan,
                  and since the date of such Schedule B there has been no
                  material adverse change in such funding status.

                           (C) Neither any Loan Party nor any ERISA Affiliate
                  has incurred or is reasonably expected to incur any Withdrawal
                  Liability to any Multiemployer Plan.

                           (D) Neither any Loan Party nor any ERISA Affiliate
                  has been notified by the sponsor of a Multiemployer Plan that
                  such Multiemployer Plan is in reorganization or has been
                  terminated, within the meaning of Title IV of ERISA, and no
                  such Multiemployer Plan is reasonably expected to be in
                  reorganization or to be terminated, within the meaning of
                  Title IV of ERISA.

                           (E) With respect to each scheme or arrangement
                  mandated by a government other than the United States (a
                  "FOREIGN GOVERNMENT SCHEME OR ARRANGEMENT") and with respect
                  to each employee benefit plan maintained or contributed to by
                  any Loan Party or any Subsidiary of any Loan Party that is not
                  subject to United States law (a "FOREIGN PLAN"):

                                    (I) Any employer and employee contributions
                  required by law or by the terms of any Foreign Government
                  Scheme or Arrangement or any Foreign Plan have been made, or,
                  if applicable, accrued, in accordance with normal accounting
                  practices.

                                    (II) The fair market value of the assets of
                  each funded Foreign Plan, the liability of each insurer for
                  any Foreign Plan funded through insurance or the book reserve
                  established for any Foreign Plan, together with any accrued
                  contributions, is sufficient to procure or provide for the
                  accrued benefit obligations, as of the date hereof, with
                  respect to all current and former participants in such Foreign
                  Plan according to the actuarial assumptions and valuations
                  most recently used to account for such obligations in
                  accordance with applicable generally accepted accounting
                  principles.

                                    (III) Each Foreign Plan required to be
                  registered has been registered and has been maintained in good
                  standing with applicable regulatory authorities.

                  (q) (i) The operations and properties of each Loan Party and
         each of its Subsidiaries comply in all material respects with all
         applicable Environmental Laws and Environmental Permits, all past
         non-compliance with such Environmental Laws and Environmental Permits
         has been resolved without ongoing obligations or costs, and no
         circumstances exist that could be reasonably likely to (A) form the
         basis of an Environmental Action against any Loan Party or any of its
         Subsidiaries or any of their properties that could have a Material
         Adverse Effect or (B) cause any such property to be subject to any
         restrictions on ownership, occupancy, use or transferability under any
         Environmental Law that could reasonably be expected to have a Material
         Adverse Effect.


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<PAGE>   76

                           (ii) None of the properties currently or formerly
                  owned or operated by any Loan Party or any of its Subsidiaries
                  is listed or proposed for listing on the NPL or on the CERCLIS
                  or any analogous foreign, state or local list or is adjacent
                  to any such property; there are no and never have been any
                  underground or aboveground storage tanks or any surface
                  impoundments, septic tanks, pits, sumps or lagoons in which
                  Hazardous Materials are being or have been treated, stored or
                  disposed on any property currently owned or operated by any
                  Loan Party or any of its Subsidiaries or, to the best of its
                  knowledge, on any property formerly owned or operated by any
                  Loan Party or any of its Subsidiaries; there is no asbestos or
                  asbestos-containing material on any property currently owned
                  or operated by any Loan Party or any of its Subsidiaries; and
                  Hazardous Materials have not been released, discharged or
                  disposed of on any property currently or formerly owned or
                  operated by any Loan Party or any of its Subsidiaries or, to
                  the best of its knowledge, on any property formerly owned or
                  operated by any Loan Party or any of its Subsidiaries.

                           (iii) Neither any Loan Party nor any of its
                  Subsidiaries is undertaking, and has not completed, either
                  individually or together with other potentially responsible
                  parties, any investigation or assessment or remedial or
                  response action relating to any actual or threatened release,
                  discharge or disposal of Hazardous Materials at any site,
                  location or operation, either voluntarily or pursuant to the
                  order of any governmental or regulatory authority or the
                  requirements of any Environmental Law; and all Hazardous
                  Materials generated, used, treated, handled or stored at, or
                  transported to or from, any property currently or formerly
                  owned or operated by any Loan Party or any of its Subsidiaries
                  have been disposed of in a manner not reasonably expected to
                  result in material liability to any Loan Party or any of its
                  Subsidiaries.

                  (r) (i) Neither any Loan Party nor any of its Subsidiaries is
         party to any tax sharing agreement.

                           (ii) Each Loan Party and each of its Subsidiaries and
         Affiliates has filed, has caused to be filed or has been included in
         all tax returns (Federal, state, local and foreign) required to be
         filed and has paid all taxes shown thereon to be due, together with
         applicable interest and penalties.

                           (iii) Set forth on Schedule 4.01(r) hereto is a
         complete and accurate list, as of the date hereof, of each taxable year
         of each Loan Party and each of its Subsidiaries and Affiliates for
         which Federal income tax returns have been filed and for which the
         expiration of the applicable statute of limitations for assessment or
         collection has not occurred by reason of extension or otherwise (an
         "OPEN YEAR").

                           (iv) Except as disclosed on Schedule 4.01(r) the
         aggregate unpaid amount, as of the date hereof, of adjustments to the
         Federal income tax liability of each Loan Party and each of its
         Subsidiaries and Affiliates proposed by the Internal Revenue Service
         with respect to Open Years does not exceed $5 million. Except as
         disclosed on Schedule 4.01(r), no issues have been raised by the
         Internal Revenue Service in respect of

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<PAGE>   77

         Open Years that, in the aggregate, could be reasonably likely to have a
         Material Adverse Effect.

                           (v) The aggregate unpaid amount, as of the date
         hereof, of adjustments to the state, local and foreign tax liability of
         each Loan Party and its Subsidiaries and Affiliates proposed by all
         state, local and foreign taxing authorities (other than amounts arising
         from adjustments to Federal income tax returns) does not exceed $5
         million. No issues have been raised by such taxing authorities that, in
         the aggregate, could be reasonably likely to have a Material Adverse
         Effect.

                           (vi) The Acquisition will not be taxable to the
         Company or any of its Subsidiaries or Affiliates.

                           (vii) Except as disclosed herein and on Schedule
         4.01(r), no "ownership change" as defined in Section 382(g) of the
         Internal Revenue Code, and no event that would result in the
         application of the "separate return limitation year" or "consolidated
         return change of ownership" limitations under the Federal income tax
         consolidated return regulations, has occurred with respect to the
         Borrower or the Company since January 1, 1997.

                  (s) Neither the business nor the properties of any Loan Party
         or any of its Subsidiaries are affected by any fire, explosion,
         accident, strike, lockout or other labor dispute, drought, storm, hail,
         earthquake, embargo, act of God or of the public enemy or other
         casualty (whether or not covered by insurance) that could be reasonably
         likely to have a Material Adverse Effect.

                  (t) Set forth on Schedule 4.01(t) hereto is a complete and
         accurate list of all Existing Debt (other than Surviving Debt), showing
         as of the date hereof the obligor and the principal amount outstanding
         thereunder.

                  (u) Set forth on Schedule 4.01(u) hereto is a complete and
         accurate list of all Surviving Debt, showing as of the date hereof the
         obligor and the principal amount outstanding thereunder, the maturity
         date thereof and the amortization schedule therefor.

                  (v) Set forth on Schedule 4.01(v) hereto is a complete and
         accurate list as of the date hereof of all Liens on the property or
         assets of any Loan Party or any of its Subsidiaries, showing as of the
         date hereof the lienholder thereof, the principal amount of the
         obligations secured thereby and the property or assets of such Loan
         Party or such Subsidiary subject thereto.

                  (w) Set forth on Schedule 4.01(w) hereto is a complete and
         accurate list of all real property owned by any Loan Party or any of
         its Subsidiaries, showing as of the date hereof the street address,
         county or other relevant jurisdiction, state, record owner and book and
         estimated fair value thereof. Each Loan Party or such Subsidiary has
         good, marketable and insurable fee simple title to such real property,
         free and clear of all Liens, other than Liens created or permitted by
         the Loan Documents.


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<PAGE>   78

                  (x) Set forth on Schedule 4.01(x) hereto is a complete and
         accurate list of all leases of real property under which any Loan Party
         or any of its Subsidiaries is the lessee, showing as of the date hereof
         the street address, county or other relevant jurisdiction, state,
         lessor, lessee, expiration date and annual rental cost thereof. Each
         such lease is the legal, valid and binding obligation of the lessor
         thereof, enforceable in accordance with its terms.

                  (y) Set forth on Schedule 4.01(y) hereto is a complete and
         accurate list of all Investments in an amount greater than $1 million
         (other than Cash Equivalents) held by any Loan Party or any of its
         Subsidiaries on the date hereof, showing as of the date hereof the
         amount, obligor or issuer and maturity, if any, thereof.

                  (z) Set forth on Schedule 4.01(z) hereto is a complete and
         accurate list of all patents, trademarks, trade names, service marks
         and copyrights, and all applications therefor and licenses thereof, of
         each Loan Party or any of its Subsidiaries, showing as of the date
         hereof the jurisdiction in which registered, the registration number,
         the date of registration and the expiration date.

                                   ARTICLE V

                            COVENANTS OF THE BORROWER

                  SECTION 5.01. Affirmative Covenants. So long as any Advance or
any interest thereon shall remain unpaid, any Letter of Credit shall be
outstanding or any Lender Party shall have any Commitment hereunder, the
Borrower will:

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
         Subsidiaries to comply, with all applicable laws, rules, regulations
         and orders insofar as any failure to so comply could reasonably be
         expected to have a Material Adverse Effect.

                  (b) Payment of Taxes, Etc. Pay and discharge, and cause each
         of its Subsidiaries to pay and discharge, before the same shall become
         delinquent, all taxes, assessments and governmental charges or levies
         imposed upon it or upon its property; provided, however, that neither
         the Borrower nor any of its Subsidiaries shall be required to pay or
         discharge any such tax, assessment, or charge that is being contested
         in good faith and by proper proceedings and as to which appropriate
         reserves are being maintained, unless and until any Lien resulting
         therefrom attaches to its property and becomes enforceable against its
         other creditors, or that could not reasonably be expected to have a
         Material Adverse Effect.

                  (c) Compliance with Environmental Laws. Comply, and cause each
         of its Subsidiaries and exercise reasonable efforts to cause all
         lessees and other Persons (other than governmental entities and any
         Lending Party) operating or occupying its properties to comply, with
         all applicable Environmental Laws and Environmental Permits insofar as
         any failure to so comply could reasonably be expected to have a
         Material Adverse Effect; obtain and renew and cause each of its
         Subsidiaries to obtain and renew all Environmental Permits necessary
         for its operations and properties insofar as any failure


                                       73
<PAGE>   79

         to so obtain or renew could reasonably be expected to have a Material
         Adverse Effect; and conduct, and cause each of its Subsidiaries to
         conduct, any investigation, study, sampling and testing, and undertake
         any cleanup, removal, remedial or other action necessary to remove and
         clean up all Hazardous Materials from any of its properties, in
         accordance with the requirements of all Environmental Laws insofar as
         any failure to do so could reasonably be expected to have a Material
         Adverse Effect; provided, however, that neither the Borrower nor any of
         its Subsidiaries shall be required to undertake any such cleanup,
         removal, remedial or other action to the extent that its obligation to
         do so is being contested in good faith and by proper proceedings and
         appropriate reserves are being maintained with respect to such
         circumstances.

                  (d) Maintenance of Insurance. Maintain, and cause each of its
         Subsidiaries to maintain, insurance with responsible and reputable
         insurance companies or associations at least in such amounts and
         covering such risks as is usually carried by companies engaged in
         similar businesses and owning similar properties in the same general
         areas in which the Borrower or such Subsidiary operates.

                  (e) Preservation of Corporate Existence, Etc. Preserve and
         maintain, and cause each of its Subsidiaries to preserve and maintain,
         its existence, rights (charter and statutory), permits, and licenses;
         provided, however, that the Borrower and its Subsidiaries may
         consummate any merger or consolidation permitted under Section 5.02(d);
         and provided further that neither the Borrower nor any of its
         Subsidiaries shall be required to preserve any right, permit or license
         if (i) the absence of such right, permit or license could not
         reasonably be expected to have a Material Adverse Effect or (ii) the
         Board of Directors of the Borrower or such Subsidiary shall determine
         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 and its Subsidiaries, taken as a whole.

                  (f) Visitation Rights. At any reasonable time and at
         reasonable intervals, upon reasonable notice and under guidance by
         officers of (or other employees or agents designated by) the Borrower,
         permit any of the Agents or any of the Lender Parties (acting through
         the Administrative Agent and, unless an Event of Default has occurred
         and is continuing, no more than six times during a calendar year
         period), or any agents or representatives thereof (at the sole cost and
         expense (except as provided in Section 9.04(a)) of the Agents and the
         Lender Parties (unless a Default has occurred and is continuing)), to
         examine and, to the extent reasonable, make copies of and abstracts
         from the records and books of account of, and visit the properties of,
         the Borrower and any of its Subsidiaries, and to discuss the affairs,
         finances and accounts of the Borrower and any of its Subsidiaries with
         any of their officers or directors and with their independent certified
         public accountants (in the presence of officers of the Borrower),
         subject, in each case to the confidentiality provisions set forth in
         this Agreement).

                  (g) Keeping of Books. Keep, and cause each of its Subsidiaries
         to keep, proper books of record and account, in which full and correct
         entries shall be made of all financial transactions and the assets and
         business of the Borrower and each such


                                       74
<PAGE>   80

         Subsidiary in accordance with generally accepted accounting principles
         in effect from time to time.

                  (h) Maintenance of Properties, Etc. Maintain and preserve, and
         cause each of its Subsidiaries to maintain and preserve, all of its
         properties that are useful and necessary in the conduct of its business
         in good working order and condition, ordinary wear and tear excepted;
         provided, however, neither the Borrower nor any of its Subsidiaries
         shall be required to maintain and preserve any property if the
         management of the Borrower or such Subsidiary shall determine that the
         maintenance or preservation thereof is no longer desirable in the
         conduct of the business of the Borrower or such Subsidiary, as the case
         may be.

                  (i) Transactions with Affiliates. Ensure that all transactions
         otherwise permitted under the Loan Documents to be carried out by the
         Borrower or any of its Subsidiaries with any of their Affiliates either
         (x) are entered into on terms that are no less favorable to the
         Borrower or such Subsidiary than it would obtain in a comparable
         arm's-length transaction with a Person not an Affiliate or (y) have
         been approved by a majority of the Disinterested Directors (as defined
         below) of the Borrower, or in the event that at the time of any such
         transaction, there are no Disinterested Directors serving on the board
         of directors or comparable body of the Borrower, such transaction shall
         be approved by a nationally recognized expert with expertise in
         appraising the terms and conditions of the type of transaction for
         which approval is required or by a nationally recognized investment
         banking institution; provided, however, that nothing contained in this
         Section 5.01(i) shall be deemed to prohibit, in the case of a
         transaction with a Person that is a director or officer of the Borrower
         or any of its Subsidiaries and is not otherwise an Affiliate of the
         Borrower and its Subsidiaries, any transactions on terms that are
         customary or appropriate for such transactions in respect of companies
         engaged in similar businesses as the Borrower and its Subsidiaries or
         that are otherwise fair and reasonable. The following transactions
         shall be deemed to comply with this Section 5.01(i): (i) the
         Acquisition, the Transaction and all related transactions and the
         payment of all fees and expenses in connection therewith, (ii) any
         transaction between or among Loan Parties, (iii) the entering into,
         making payments pursuant to and otherwise performing indemnification
         and contribution obligations in favor of any Person who was, is or
         becomes a director, officer, agent, advisor, service provider or
         employee of the Borrower or any of its Subsidiaries, in respect of
         liabilities (A) arising out of the fact that any indemnitee was or is
         or is to become a director, officer, agent or employee of the Borrower
         or any of its Subsidiaries, or will be or is or was serving at the
         request of any such corporation, as a director, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         enterprise, (B) incurred to third parties for any action or failure to
         act of the Borrower or any of its Subsidiaries, predecessors or
         successors, (C) arising out of the performance by JLL of management
         consulting or financial advisory services provided to the Borrower or
         any of is Subsidiaries, or (D) to the fullest extent permitted by
         applicable law, arising out of any breach or alleged breach by such
         indemnitee of his or her fiduciary duty as a director or officer of the
         Borrower or any of its Subsidiaries, (iv) payments on, and compliance
         with the terms of, the Seller Note and any registration rights
         agreement related thereto, (v) payment or performance under the terms
         of the Series A-1 Preferred Stock, Series A-2 Preferred Stock or any
         Preferred


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<PAGE>   81

         Interests that common stock held by the Equity Investors on the date
         hereof is converted into or any agreement or instrument related
         thereto, (vi) the redemption, and compliance with the terms, of the
         Warrants in accordance with their terms and any registration rights
         agreement related thereto, (vii) the Transactions, including any
         payments to management of the Company or of any Restricted Subsidiary
         contemplated by the Transactions, (viii) any payment or transaction
         permitted or expressly excepted from the prohibition in Section
         5.02(g), (x) JLL Payments and (ix) transactions pursuant to the Rite
         Aid Transition Services Agreement.

         For purposes of this Section 5.01(i), "DISINTERESTED DIRECTOR" shall
         mean, with respect to any Person and transaction, a member of the board
         of directors or comparable body of such Person who does not have any
         material direct or indirect financial interest in or with respect to
         such transaction (other than by virtue of such member's ownership of
         capital stock of the Borrower).

                  (j) Covenant to Guarantee Obligations and Give Security. Upon
         (x) the request of the Collateral Agent following the occurrence and
         during the continuance of a Default, (y) the formation or acquisition
         of any new direct or indirect Subsidiaries by any Loan Party or (z) the
         acquisition of any property having a fair market value in excess of
         $2,000,000 by any Loan Party, and such property, in the judgment of the
         Collateral Agent, shall not already be subject to a perfected first
         priority security interest in favor of the Collateral Agent for the
         benefit of the Secured Parties, then the Borrower shall, in each case
         at the Borrower's expense:

                           (i) in connection with the formation or acquisition
                  of a Domestic Subsidiary, within 10 days after such formation
                  or acquisition, cause each such Subsidiary, and cause each
                  direct and indirect parent of such Subsidiary (if it is (and
                  each of its direct and indirect parents (each, a "DOMESTIC
                  PARENT") is) a Domestic Subsidiary and if it has not already
                  done so), to duly execute and deliver to the Collateral Agent
                  a Guaranty Supplement,

                           (ii) within 20 days after such request, formation or
                  acquisition, furnish to the Collateral Agent a description of
                  the real and personal properties of such new Subsidiary or a
                  description of such newly acquired real property and fixtures,
                  as the case may be, in detail reasonably satisfactory to the
                  Collateral Agent,

                           (iii) within 30 days after such request, formation or
                  acquisition, duly execute and deliver, and cause each such
                  Domestic Subsidiary and each direct and indirect parent of
                  such Domestic Subsidiary (if it has not already done so) to
                  duly execute and deliver, to the Collateral Agent mortgages,
                  pledges, assignments, security agreement supplements and other
                  security agreements, as specified by and in form and substance
                  reasonably satisfactory to the Collateral Agent, securing
                  payment of all the Obligations of the applicable Loan Party,
                  such Subsidiary or such parent, as the case may be, under the
                  Loan Documents and constituting Liens on all such properties,
                  provided, however, that no such Lien shall be required to be
                  granted as contemplated by this clause (iii) and no actions
                  shall be required to be taken pursuant to clause (iv) below
                  with respect to any


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<PAGE>   82

                  owned real property or fixtures the acquisition of which is
                  financed, or is to be financed pursuant to Section
                  5.02(b)(vi), until such Debt is repaid in full (and not
                  refinanced as permitted by Section 5.02(b)) or, as the case
                  may be, the Borrower or the applicable Subsidiary determines
                  not to proceed with such financing or refinancing.

                           (iv) within 30 days after such request, formation or
                  acquisition, take, and cause such Subsidiary or such parent to
                  take, whatever action (including, without limitation, the
                  recording of mortgages, the filing of Uniform Commercial Code
                  financing statements, the giving of notices and the
                  endorsement of notices on title documents) may be necessary in
                  the reasonable opinion of the Collateral Agent to vest in the
                  Collateral Agent (or in any representative of the Collateral
                  Agent designated by it) valid and subsisting Liens on the
                  properties purported to be subject to the mortgages, pledges,
                  assignments, security agreement supplements and security
                  agreements delivered pursuant to this Section 5.01(j),
                  enforceable against all third parties in accordance with their
                  terms (except as may be limited by applicable bankruptcy,
                  insolvency, fraudulent conveyance, reorganization, moratorium
                  and other similar laws relating to or affecting creditor's
                  rights generally and general equitable principles (whether
                  considered in a proceeding in equity or at law)),

                           (v) within 60 days after such request, formation or
                  acquisition, deliver to the Collateral Agent, upon the
                  reasonable request of the Collateral Agent in its sole
                  discretion, a signed copy of a customary opinion (with
                  customary exceptions), addressed to the Collateral Agent and
                  the other Secured Parties, of counsel for the Loan Parties
                  acceptable to the Collateral Agent as to the matters contained
                  in clauses (i), (iii) and (iv) above, as to such guaranties,
                  guaranty supplements, mortgages, pledges, assignments,
                  security agreement supplements and security agreements (which
                  had been delivered within the past 60 days) being legal, valid
                  and binding obligations of each Loan Party party thereto
                  enforceable in accordance with their terms, as to the matters
                  contained in clause (iv) above, as to such recordings,
                  filings, notices, endorsements and other actions being
                  sufficient to create valid perfected Liens on such properties,
                  and as to such other matters as the Collateral Agent may
                  reasonably request,

                           (vi) as promptly as practicable after such request,
                  formation or acquisition, deliver, upon the reasonable request
                  of the Collateral Agent, to the Collateral Agent with respect
                  to each parcel of real property (which is the subject of a
                  mortgage) title reports, surveys and engineering, soils and
                  other reports, and environmental assessment reports, or
                  summaries thereof by counsel to the Borrower, that any Loan
                  Party or any of its Subsidiaries shall have otherwise
                  received, each in scope, form and substance reasonably
                  satisfactory to the Collateral Agent, and

                           (vii) at any time and from time to time, promptly
                  execute and deliver any and all further instruments and
                  documents and take all such other action as the Collateral
                  Agent may deem necessary or desirable in obtaining the full


                                       77
<PAGE>   83

                  benefits of, or in perfecting and preserving the Liens of,
                  such guaranties, mortgages, pledges, assignments, security
                  agreement supplements and security agreements.

         Notwithstanding anything to the contrary contained herein, no
         Subsidiary of the Borrower shall be required to comply with the
         provisions of this Section 5.01(j) until such date as either (i) the
         Consolidated gross revenues of such Subsidiary and its Subsidiaries for
         the most recently completed period of four consecutive fiscal quarters
         or (ii) the Consolidated assets of such Subsidiary and its
         Subsidiaries, exceed $1 million (it being understood that any
         Subsidiary which achieves such assets or revenues after the date hereof
         shall be deemed, for purposes of this Section 5.01(j) only, to have
         been newly acquired by the Borrower on the date upon which such assets
         or revenues, as the case may be, are achieved); provided, however, that
         in no event shall either (i) the aggregate Consolidated gross revenues
         of all such Subsidiaries and their respective Subsidiaries for the most
         recently completed period of four consecutive fiscal quarters or (ii)
         the aggregate Consolidated assets of all such Subsidiaries and their
         respective Subsidiaries exceed $5 million.

                  (k) Further Assurances. (i) Promptly upon request by the
         Administrative Agent, correct, and cause each of its Subsidiaries
         promptly to correct, any material defect or error that may be
         discovered in any Loan Document or in the execution, acknowledgment,
         filing or recordation thereof, and

                           (ii) Promptly upon request by the Administrative
         Agent, do, execute, acknowledge, deliver, record, re-record, file,
         re-file, register and re-register any and all such further acts, deeds,
         conveyances, pledge agreements, mortgages, deeds of trust, trust deeds,
         assignments, financing statements and continuations thereof,
         termination statements, notices of assignment, transfers, certificates,
         assurances and other instruments as the Administrative Agent may
         reasonably require from time to time in order to (A) to the fullest
         extent permitted by applicable law, subject any Loan Party's or any of
         its Domestic Subsidiaries' properties, assets, rights or interests to
         the Liens now or hereafter intended to be covered by any of the
         Collateral Documents as and to the extent contemplated thereby, (B)
         perfect and maintain the validity, effectiveness and priority of any of
         the Collateral Documents and any of the Liens intended to be created
         thereunder and (C) assure, grant, assign, transfer, preserve and
         protect unto the Secured Parties the rights granted or now or hereafter
         intended to be granted to the Secured Parties under any Loan Document
         or under any other instrument executed in connection with any Loan
         Document to which any Loan Party or any of its Subsidiaries is or is to
         be a party, and cause each of its Subsidiaries to do so.

                  (l) Performance of Related Documents. Perform and observe, and
         cause each of its Subsidiaries to perform and observe, all of the
         material terms and provisions of each Related Document to be performed
         or observed by it, maintain each such Related Document in full force
         and effect for its specified term, enforce such Related Document in
         accordance with its terms, take all such action to such end as may be
         from time to time reasonably requested by the Administrative Agent and,
         upon request of the Administrative Agent, make to each other party to
         each such Related Document such


                                       78
<PAGE>   84

         demands and requests for information and reports or for action as any
         Loan Party or any of its Subsidiaries is entitled to make under such
         Related Document, except in each case as would not reasonably be
         expected to have a Material Adverse Effect.

                  (m) Preparation of Environmental Reports. During the
         continuance of any Event of Default, at the request of the
         Administrative Agent or the Collateral Agent certifying as to a
         reasonable belief as to breach, provide to the Lender Parties within 90
         days after such request or as soon as reasonably practicable
         thereafter, at the expense of the Borrower, an environmental site
         assessment report for any of its or its Subsidiaries' properties
         described in such request, prepared by an environmental consulting firm
         acceptable to the Administrative Agent or the Collateral Agent,
         indicating the presence or absence of Hazardous Materials and the
         estimated cost of any compliance, removal or remedial action in
         connection with any Hazardous Materials on such properties.

                  (n) Compliance with Terms of Leaseholds. Make all payments and
         otherwise perform all material obligations in respect of all leases of
         real property to which the Borrower or any of its Subsidiaries is a
         party, keep such leases in full force and effect for their specified
         terms and not allow such leases to lapse or be terminated or any rights
         to renew such leases to be forfeited or cancelled, notify the
         Administrative Agent of any default by any party with respect to such
         leases and cooperate with the Administrative Agent in all reasonable
         respects to cure any such default, and cause each of its Subsidiaries
         to do so, except, in any case, where the failure to do so, either
         individually or in the aggregate, could not be reasonably likely to
         have a Material Adverse Effect.

                  (o) Interest Rate Hedging. Enter into prior to December 1,
         2000, and maintain at all times thereafter, interest rate Hedge
         Agreements with Persons acceptable to the Administrative Agent,
         covering a notional amount to be agreed by the Borrower and the
         Administrative Agent and providing for such Persons to make payments
         thereunder for a period to be agreed by the Borrower and the
         Administrative Agent.

                  (p) Mortgages. On or prior to the 75th day following the
         Effective Date, deliver to the Administrative Agent deeds of trust,
         trust deeds, mortgages, leasehold mortgages and leasehold deeds of
         trust in form and substance reasonably satisfactory to the
         Administrative Agent and covering the properties listed on Schedule
         5.01(p) hereto (together with the Assignments of Leases and Rents
         referred to therein and each other mortgage delivered pursuant to
         Section 5.01(j), in each case as amended, the "MORTGAGES"), duly
         executed by the appropriate Loan Party, together with:

                           (A) evidence that counterparts of the Mortgages have
                  been duly recorded on or before such day in all filing or
                  recording offices that the Administrative Agent may deem
                  necessary in order to create a valid first and subsisting Lien
                  on the property described therein in favor of the Collateral
                  Agent for the benefit of the Secured Parties and that all
                  filing and recording taxes and fees have been paid,

                           (B) fully paid American Land Title Association
                  Lender's Extended Coverage title insurance policies (the
                  "MORTGAGE POLICIES") in form and


                                       79
<PAGE>   85

                  substance, with endorsements and in amount reasonably
                  acceptable to the Administrative Agent, issued, coinsured and
                  reinsured by title insurers acceptable to the Administrative
                  Agent, insuring the Mortgages to be valid first and subsisting
                  Liens on the property described therein, free and clear of all
                  defects (including, but not limited to, mechanics' and
                  materialmen's Liens) and encumbrances, excepting only
                  Permitted Encumbrances, and providing for such other
                  affirmative insurance (including endorsements for future
                  advances under the Loan Documents and for mechanics' and
                  materialmen's Liens) and such coinsurance and direct access
                  reinsurance as the Administrative Agent may deem necessary,

                           (C) American Land Title Association form surveys,
                  dated a date reasonably acceptable to the Administrative
                  Agent, certified to the Administrative Agent and the issuer of
                  the Mortgage Policies in a manner reasonably satisfactory to
                  the Administrative Agent by a land surveyor duly registered
                  and licensed in the States in which the property described in
                  such surveys is located and acceptable to the Administrative
                  Agent, showing all buildings and other improvements, any
                  off-site improvements, the location of any easements, parking
                  spaces, rights of way, building set-back lines and other
                  dimensional regulations and the absence of encroachments,
                  either by such improvements or on to such property, and other
                  defects, other than encroachments and other defects reasonably
                  acceptable to the Administrative Agent,

                           (D) to the extent reasonably requested by the
                  Administrative Agent, engineering, environmental, soils and
                  other reports as to the properties described in the Mortgages,
                  in form and substance and from professional firms reasonably
                  acceptable to the Administrative Agent,

                           (E) the Assignments of Leases and Rents referred to
                  in the Mortgages, duly executed by the appropriate Loan Party,

                           (F) evidence of the insurance required by the terms
                  of the Mortgages, and

                           (G) evidence that all other action that the
                  Administrative Agent may deem necessary in order to create
                  valid and subsisting Liens on the property described in the
                  Mortgages has been taken.

                  (q) Equity Issuances. So long as (i) the Total Leverage Ratio
         (without taking into account Debt in respect of the Asset
         Securitization) is greater than 3:0:1.0 and (ii) any Debt that is at
         the time prepayable at par remains outstanding under the Seller Note,
         use 50% of the net cash proceeds from the public sale or issuance of
         any Equity Interests by the Borrower or any of its Subsidiaries to
         prepay or repay such outstanding Debt under the Seller Note.


                                       80
<PAGE>   86

                  SECTION 5.02. Negative Covenants. So long as any Advance or
any interest thereof shall remain unpaid, any Letter of Credit shall be
outstanding or any Lender Party shall have any Commitment hereunder, the
Borrower will not, at any time:

                  (a) Liens, Etc. Create, incur, assume or suffer to exist, or
         permit any of its Subsidiaries to create, incur, assume or suffer to
         exist, any Lien on or with respect to any of its properties of any
         character (including, without limitation, accounts) whether now owned
         or hereafter acquired, or sign or file or suffer to exist, or permit
         any of its Subsidiaries to sign or file or suffer to exist, under the
         Uniform Commercial Code of any jurisdiction, a financing statement with
         respect to such Lien that names the Borrower or any of its Subsidiaries
         as debtor, or sign or suffer to exist, or permit any of its
         Subsidiaries to sign or suffer to exist, any security agreement
         authorizing any secured party thereunder to file such financing
         statement, or assign, or permit any of its Subsidiaries to assign, any
         accounts or other right to receive income, except:

                           (i) Liens created under the Loan Documents;

                           (ii) Permitted Liens;

                           (iii) Liens existing on the date hereof and described
                  on Schedule 4.01(v) hereto;

                           (iv) purchase money Liens upon or in property or
                  equipment acquired or held by the Borrower or any of its
                  Subsidiaries to secure the purchase price of such property or
                  equipment or to secure Debt incurred solely for the purpose of
                  financing the acquisition, construction or improvement of any
                  such property or equipment to be subject to such Liens, or
                  Liens existing on any such property or equipment at the time
                  of acquisition (other than any such Liens created in
                  contemplation of such acquisition that do not secure the
                  purchase price), or extensions, renewals or replacements of
                  any of the foregoing for the same or a lesser amount (plus the
                  amount of any fees and expenses directly related to such
                  extension, renewal or replacement); provided, however, that no
                  such Lien shall extend to or cover any property other than the
                  property or equipment being acquired, constructed or improved
                  (and improvements, additions and accessions thereto and
                  products and proceeds thereof), and no such extension, renewal
                  or replacement shall extend to or cover any property not
                  theretofore subject to the Lien being extended, renewed or
                  replaced (and improvements, additions and accessions thereto
                  and products and proceeds thereof); and provided further that
                  the aggregate principal amount of the Debt secured by Liens
                  permitted by this clause (iv) shall not exceed the amount
                  permitted under Section 5.02(b)(vi) at any time outstanding;

                           (v) Liens arising in connection with Capitalized
                  Leases permitted under Section 5.02(b)(vii); provided that no
                  such Lien shall extend to or cover any Collateral or assets
                  other than the assets subject to such Capitalized Leases (and
                  improvements, additions and accessions thereto and products
                  and proceeds thereof);


                                       81
<PAGE>   87

                           (vi) other Liens securing Debt outstanding in an
                  aggregate principal amount not to exceed $15 million;

                           (vii) the replacement, extension or renewal of any
                  Lien permitted by clauses (iii) through (vi) above upon or in
                  the same property theretofore subject thereto (and
                  improvements, additions and accessions thereto and products
                  and proceeds thereof) or the replacement, extension or renewal
                  (without increase in the amount other than an increase, if
                  any, related to the amount of any fees and expenses directly
                  related to such extension, renewal or replacement) of the Debt
                  secured thereby;

                           (viii) Liens arising in connection with the Asset
                  Securitization; and

                           (ix) Liens on property subject to the PCS HQ Sale
                  and/or subject to any sale-leaseback permitted under the terms
                  of this Agreement and general intangibles related thereto.

                  (b) Debt. Create, incur, assume or suffer to exist, or permit
         any of its Subsidiaries to create, incur, assume or suffer to exist,
         any Debt, except:

                           (i) Debt of the Borrower in respect of Hedge
                  Agreements designed to hedge against fluctuations in interest
                  rates or foreign exchange rates incurred in the ordinary
                  course of business and consistent with prudent business
                  practice,

                           (ii) (A) Debt owed by a Loan Party to another Loan
                  Party, (B) Debt owed by a non-Loan Party to another non-Loan
                  Party and (C) Debt owed by a non-Loan Party to a Loan Party,
                  which Debt, in the case of clause (C), constitutes Pledged
                  Debt, and (D) Debt owed by the Borrower or a Subsidiary of the
                  Borrower to the Receivables Subsidiary arising from short-term
                  advances to the Borrower or such Subsidiary of the Receivables
                  Subsidiary's excess cash assets,

                           (iii) Debt in respect of the Seller Note in an
                  aggregate principal amount not in excess of $200 million,

                           (iv) Subordinated Debt in an aggregate principal
                  amount at any time outstanding (together with the aggregate
                  principal amount then outstanding under the Seller Note) equal
                  to up to $400 million, provided that (i) the Net Cash Proceeds
                  from such Subordinated Debt shall be used solely to refinance
                  the Seller Note and/or to reduce the Facilities (up to $200
                  million) in accordance with Section 2.06(b)(ii) and (ii) the
                  Net Cash Proceeds from Refinancing Debt in respect of
                  Subordinated Debt (other than the Seller Note) may be used to
                  refinance the applicable Subordinated Debt,

                           (v) Debt under the Loan Documents,

                           (vi) Debt secured by Liens permitted by Section
                  5.02(a)(iv) not to exceed in the aggregate $15 million at any
                  time outstanding (and Refinancing Debt in respect thereof),


                                       82
<PAGE>   88

                           (vii) Debt in respect of Capitalized Leases (and
                  Refinancing Debt in respect thereof) not to exceed in the
                  aggregate $50 million at any time outstanding,

                           (viii) the Surviving Debt and any Refinancing Debt
                  thereon,

                           (ix) Debt incurred in the ordinary course of business
                  (other than Debt for Borrowed Money) in an aggregate amount
                  not to exceed $15 million at any time outstanding,

                           (x) Debt secured by Liens permitted by Section
                  5.02(a)(vi),

                           (xi) unsecured Debt in an aggregate principal amount
                  not to exceed $75 million at any one time outstanding (which
                  amount shall be increased by $10 million on each anniversary
                  of the Closing Date),

                           (xii) Debt incurred in the Asset Securitization,
                  which Debt (in respect of the Borrower and its Subsidiaries
                  other than the Receivables Subsidiary) is non-recourse to the
                  extent customary in structured finance transaction of such
                  type,

                           (xiii) Functional Debt and Other Basket Debt, and

                           (xiv) (A) the Series A-1 Preferred Stock, (B) the
                  Series A-2 Preferred Stock, (C) the Series B Preferred Stock
                  (D) Redeemable Preferred Interests that common stock held by
                  the Equity Investors on the date hereof is converted into in
                  an aggregate amount outstanding at any time (together with the
                  Series A-1 Preferred Stock and the Series B Preferred Stock)
                  not to exceed $150.0 million (provided that such Redeemable
                  Preferred Interests are Redeemable solely as a result of the
                  holders thereof having the right to require the issuer to
                  repurchase or repay such Preferred Interest upon the
                  occurrence of a change of control), (E) other Redeemable
                  Equity Interests in an aggregate amount outstanding at any
                  time not to exceed $200 million (provided that such other
                  Redeemable Equity Interests are Redeemable solely as a result
                  of the holders thereof having the right to require the issuer
                  to repurchase or repay such Equity Interest upon the
                  occurrence of a change of control), and (F) payments made in
                  kind, or the accretion of any dividends thereon, and in the
                  case of clauses (A), (B) and (C) to the extent issued and
                  outstanding on the Effective Date.

                  For purposes of determining compliance with, and the
         outstanding principal amount of any particular Debt incurred pursuant
         to and in compliance with, this Section 5.02(b), any other obligation
         of the obligor on such Debt (or of any other Person who could have
         incurred such Debt under this Section 5.02(b)) arising under any
         Contingent Obligation, Lien or letter of credit, bankers' acceptance or
         other similar instrument or obligation which secures the principal
         amount of such Debt shall not be included in Debt. In the event that
         any item of Debt meets the criteria of more than one of the exceptions
         or baskets in respect of Debt described in this Section 5.02(b), the
         Borrower, in its sole discretion, shall classify such item of Debt in
         one of such exceptions or baskets and shall


                                       83
<PAGE>   89

         only be required to include the amount and type of such Debt in such
         exception or basket (as the case may be).

                  For purposes of determining compliance with any restriction on
         the incurrence of Debt of a non-Dollar-denominated Debt, the
         Dollar-equivalent principal amount of such Debt incurred pursuant
         thereto shall be calculated based on the relevant currency exchange
         rate in effect on the date that such Debt was incurred or (in the case
         of revolving credit Debt) on the date that definitive documentation in
         respect of such Debt was first effective. If such Debt was incurred to
         refinance other Debt denominated in a non-U.S. currency, and such
         refinancing would cause the applicable Dollar-denominated restriction
         to be exceeded if calculated at the relevant currency exchange rate in
         effect on the date of such refinancing, such Dollar-denominated
         restriction shall be deemed not to have been exceeded so long as the
         principal amount of such refinancing Debt does not exceed the principal
         amount of such Debt being refinanced. The principal amount of any Debt
         incurred to refinance other Debt, if incurred in a different currency
         from the Debt being refinanced, shall be calculated based on the
         currency exchange rate applicable to the currencies in which such
         respective Debt is denominated that is in effect on the date of such
         refinancing.

                  (c) Change in Nature of Business. Enter into any business,
         except for any business in which the Borrower and its Subsidiaries and
         the Company and its Subsidiaries are engaged on the Effective Date,
         extensions or expansions thereof, or any business related, incidental,
         supplemental or ancillary thereto.

                  (d) Mergers, Etc. Merge into or consolidate with any Person or
         permit any Person to merge into it, or permit any of its Subsidiaries
         to do so, except that:

                           (i) any Subsidiary of the Borrower may merge into or
                  consolidate with the Borrower or any other Subsidiary of the
                  Borrower, provided that, in the case of any such merger or
                  consolidation, the Person formed by such merger or
                  consolidation shall be the Borrower or a Subsidiary of the
                  Borrower, provided further that (x) in the case of any such
                  merger or consolidation to which a Subsidiary Guarantor is a
                  party, the Person formed by such merger or consolidation shall
                  be the Borrower or a Subsidiary Guarantor and (y)
                  notwithstanding clause (x), in the case of any such merger or
                  consolidation to which the Borrower is a party, the surviving
                  corporation shall be (or become) the Borrower;

                           (ii) in connection with any acquisition permitted
                  under Section 5.02(f), any Subsidiary 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 (i) the Person surviving such merger shall be a
                  Subsidiary of the Borrower and (ii) in the case of any such
                  merger or consolidation to which a Subsidiary Guarantor is a
                  party, the Person formed by such merger or consolidation shall
                  be a Subsidiary Guarantor; and


                                       84
<PAGE>   90

                           (iii) in connection with any sale or other
                  disposition permitted under Section 5.02(e) (other than clause
                  (ix) thereof), any Subsidiary of the Borrower may merge into
                  or consolidate with any other Person or permit any other
                  Person to merge into or consolidate with it.

                  (e) Sales, Etc., of Assets. Sell, lease, transfer or otherwise
         dispose of, or permit any of its Subsidiaries to sell, lease, transfer
         or otherwise dispose of, any assets, except:

                           (i) sales or other dispositions of inventory, or of
                  surplus, obsolete or worn-out property or assets, whether now
                  owned or hereafter acquired, in the ordinary course of its
                  business;

                           (ii) the sale or other disposition of any other
                  property or assets in the ordinary course of business;

                           (iii) the sale or other disposition of any property
                  or assets (other than assets described in clauses (i) and (ii)
                  above), provided that any such sale or disposition shall be
                  for fair value and the aggregate market value of all assets so
                  sold or disposed of in any period of twelve consecutive months
                  shall not exceed $10,000,000;

                           (iv) the liquidation, sale, lease, transfer or other
                  disposition by any Subsidiary of any or all of its assets
                  (upon voluntary liquidation or otherwise) to the Borrower or
                  any other Loan Party;

                           (v) the sale, lease, transfer or other disposition of
                  any asset by the Borrower or any of its Subsidiaries (other
                  than a bulk sale of inventory and a sale of receivables other
                  than delinquent accounts for collection purposes only (a
                  "COLLECTION SALE")) so long as (A) the purchase price paid to
                  the Borrower or such Subsidiary for such asset shall be no
                  less than the fair market value (as determined by the Board of
                  Directors of the Borrower or such Subsidiary) of such asset at
                  the time of such sale, (B) at least 80% of such purchase price
                  shall be paid in cash and (C) the aggregate purchase price
                  paid to the Borrower and all of its Subsidiaries for such
                  asset and all other assets sold by the Borrower and its
                  Subsidiaries during the same Fiscal Year pursuant to this
                  clause (v) shall not exceed $20 million;

                           (vi) any PCS HQ Sale, and one or more other
                  sale-leasebacks of assets having an aggregate market value of
                  not more than $25 million;

                           (vii) the abandonment, sale or other disposition of
                  patents, trademarks or other intellectual property that are,
                  in the reasonable judgment of the Borrower, no longer
                  economically practicable to maintain or useful in the conduct
                  of the business of the Borrower and its Subsidiaries, taken as
                  a whole;

                           (viii) the sale, lease, transfer or other disposition
                  by any Subsidiary of any or all of its assets (upon voluntary
                  liquidation or otherwise) to the Borrower or any other Loan
                  Party;


                                       85
<PAGE>   91

                           (ix) in a transaction authorized by Section 5.02(d)
                  (other than subsection (iii) thereof);

                           (x) the sale of accounts receivable in connection
                  with the Asset Securitization, which sale is non-recourse with
                  respect to the Borrower and its Subsidiaries (other than the
                  Receivables Subsidiary) to the extent customary in structured
                  finance transactions of such type;

                           (xi) the sale or discount (without recourse and in
                  the ordinary course of business) of overdue accounts
                  receivable arising in the ordinary course of business, but
                  only in connection with the compromise or collection thereof
                  consistent with customary industry practice (and not as part
                  of any bulk sale); and

                           (xii) the license or sublicense of software,
                  trademarks and other intellectual property in the ordinary
                  course of business which do not materially interfere with the
                  business of the Borrower and its Subsidiaries, taken as a
                  whole, so long as each such license is permitted to be
                  assigned pursuant to the Security Agreement and does not
                  otherwise prohibit the granting of a Lien by the Borrower or
                  any of its Subsidiaries pursuant to the Security Agreement in
                  the intellectual property covered by such license or such
                  sublicense.

         provided that, in the case of sales of assets pursuant to clauses (v)
         and (x) above, the Borrower shall, on the date of receipt by any Loan
         Party or any of its Subsidiaries of the Net Cash Proceeds from such
         sale, prepay the Advances pursuant to, and in the amount and order of
         priority set forth in, Section 2.06(b), as specified therein.

                  (f) Investments in Other Persons. Make, or permit any of its
         Subsidiaries to make, any Investment in any Person, except:

                           (i) Investments by the Borrower and its Subsidiaries
                  in their Subsidiaries outstanding on the date hereof and
                  additional Investments in Loan Parties (including, without
                  limitation, Loan Parties formed or organized after the date of
                  this Agreement);

                           (ii) loans and advances to officers, directors or
                  employees (A) for travel, entertainment and relocation
                  expenses in the ordinary course of the business of the
                  Borrower and its Subsidiaries, (B) for other purposes in an
                  aggregate amount for the Borrower and its Subsidiaries, not to
                  exceed (together with all Contingent Obligations referred to
                  in clause (vii)(C) of the definition of "Functional Debt") $2
                  million at any time outstanding and (C) relating to
                  indemnification or reimbursement of any officers, directors or
                  employees in respect of liabilities relating to their serving
                  in any such capacity;

                           (iii) Investments by the Borrower and its
                  Subsidiaries in cash and Cash Equivalents;

                           (iv) Investments existing on the date hereof and
                  described on Schedule 4.01(y) hereto;



                                       86
<PAGE>   92

                           (v) Investments by the Borrower and its Subsidiaries
                  in Hedge Agreements permitted under Section 5.02(b)(i);

                           (vi) Investments consisting of intercompany Debt
                  permitted under Section 5.02(b);

                           (vii) (A) extensions of trade credit in the ordinary
                  course of business, (B) Business Guarantees and (C) advances
                  in the form of a prepayment of up to 90 days of expense so
                  long as such expenses are incurred in the ordinary course of
                  business of the Borrower and its Subsidiaries;

                           (viii) Investments in the nature of pledges or
                  deposits with respect to leases or utilities provided to third
                  parties in the ordinary course of business or otherwise
                  described in clause (c), (e) or (g) of the definition of
                  ("PERMITTED LIENS");

                           (ix) Investments representing non-cash consideration
                  received by the Borrower or any of its Subsidiaries in
                  connection with any sale of assets permitted by Section
                  5.02(e) of this Agreement;

                           (x) Investments representing evidences of Debt,
                  securities or other property received from another Person by
                  the Borrower or any of its Subsidiaries in connection with any
                  bankruptcy proceeding or other reorganization of such other
                  Person or as a result of foreclosure, perfection or
                  enforcement of any Lien or exchange for evidences of Debt,
                  securities or other property of such other Person held by the
                  Borrower or any of its Subsidiaries, provided that any such
                  evidences of Debt, securities or other property so received is
                  pledged to the Collateral Agent for the benefit of the Secured
                  Parties pursuant to the Collateral Documents;

                           (xi) loans and advances to management in connection
                  with the purchase by such management of Equity Interests of
                  the Borrower of up to (together with all Contingent
                  Obligations referred to in clause (iv) of the definition of
                  "Functional Debt") $5 million outstanding at any one time;

                           (xii) Investments in the Capital Stock of the
                  Borrower which is held by the Borrower as treasury stock and
                  is restored to unissued status or is eliminated from
                  authorized shares, or options in respect thereof;

                           (xiii) Investments constituting Capital Expenditures,
                  to the extent permitted by Section 5.02(o);

                           (xiv) the acquisition of all or substantially all of
                  the business or assets or the Equity Interests of any Person
                  or any business unit thereof or all or substantially all of
                  the Equity Interests of any Person (a "PERMITTED
                  ACQUISITION"), provided that:


                                       87
<PAGE>   93

                                    (A) (1) the aggregate consideration paid for
                           such acquisition and all other acquisitions made
                           after the date of this Agreement (other than any
                           consideration paid through the issuance of Equity
                           Interests) plus (2) the aggregate principal amount of
                           Debt assumed or acquired in connection with such
                           acquisition and all other acquisitions made after the
                           date of this Agreement during such period does not
                           exceed $75,000,000.00, which amount shall be
                           increased by $10,000,000 on each anniversary of the
                           Effective Date;

                                    (B) for which, if such acquisition or a
                           related series of acquisitions had an aggregate
                           purchase price (whether in cash, property or
                           assumption of Debt) of $25,000,000.00 or more, the
                           Administrative Agent shall have received (1) a
                           completed and duly executed compliance certificate
                           demonstrating pro forma financial covenant
                           compliance, including adjustments to the Borrower's
                           EBITDA for such acquired business, for the four
                           quarters fiscal ending immediately preceding the date
                           of such acquisition; and (2) if available, reviewed
                           or audited financial statements for the business
                           acquired for at least the three fiscal years
                           preceding the date of the acquisition;

                                    (C) to determine the value of property other
                           than cash used as consideration, the value of such
                           other property shall be the fair market value as
                           determined by the Borrower's board of directors in
                           good faith; and

                                    (D) no Default or Event of Default has
                           occurred and is continuing at the time of
                           consummation of such Permitted Acquisition or will
                           result therefrom; and

                           (xv) Investments in an aggregate net amount invested
                  not to exceed, at the time of each such Investment, $50
                  million (which amount shall be increased by $10 million on
                  each anniversary of the Effective Date); and

                           (xvi) Investments in respect of a specialty
                  distribution business in an aggregate amount not in excess of
                  $50 million.

                  (g) Restricted Payments. Declare or pay any dividends,
         purchase, redeem, retire, defease or otherwise acquire for value any of
         its Equity Interests now or hereafter outstanding, return any capital
         to its stockholders, partners or members (or the equivalent Persons
         thereof) as such, make any distribution of assets, Equity Interests,
         obligations or securities to its stockholders, partners or members (or
         the equivalent Persons thereof) as such, or permit any of its
         Subsidiaries to do any of the foregoing, or permit any of its
         Subsidiaries to purchase, redeem, retire, defease or otherwise acquire
         for value any Equity Interests in the Borrower or to issue or sell any
         Equity Interests therein, except that, so long as no Default shall have
         occurred and be continuing at the time of any action described in
         clause (iii) (only with respect to clause (A) of the definition of JLL
         Payments) and (vi) below or would result therefrom:


                                       88
<PAGE>   94

                           (i) the Borrower may (A) declare and pay dividends
                  and distributions payable only in common stock of the
                  Borrower, Equity Interests (other than Redeemable Equity
                  Interests except in the case of pay-in-kind dividends on any
                  Redeemable Equity Interests permitted to be outstanding under
                  the terms of this Agreement) or options, warrants or other
                  rights to purchase common stock of the Borrower or other
                  Equity Interests of the Borrower; (B) purchase, redeem,
                  retire, defease or otherwise acquire shares of its capital
                  stock with the proceeds received contemporaneously from the
                  issue of Equity Interests (other than Redeemable Equity
                  Interests) and (C) exchange common stock held by the Equity
                  Investors on the date hereof into Redeemable Preferred
                  Interests in an aggregate amount outstanding at any time
                  (together with the Series A-1 Preferred Stock and the Series B
                  Preferred Stock) not to exceed $150.0 million (provided that
                  such Preferred Interests are Redeemable solely as a result of
                  the holders thereof having the right to require the issuer to
                  repurchase or repay such Preferred Interest upon the
                  occurrence of a change of control);

                           (ii) any Subsidiary of the Borrower may (A) declare
                  and pay cash dividends to the Borrower or another Subsidiary
                  of the Borrower (and to its other shareholders on no more than
                  a pro rata basis, measured by value), and (B) declare and pay
                  cash dividends to any other Loan Party of which it is a
                  Subsidiary;

                           (iii) payments in respect of JLL Payments;

                           (iv) the Borrower may repurchase shares of its common
                  stock or rights, options or units in respect thereof, from
                  members of management of the Borrower and its Subsidiaries for
                  an aggregate purchase price not to exceed $5 million plus
                  $500,000 for each calendar year that has commenced since the
                  Effective Date, provided that such amount shall be increased
                  by an amount equal to the cash proceeds of any resales or new
                  issuances of shares and options to any such members of
                  management, at any time after the initial issuances to any
                  members of management, together with the aggregate amount of
                  deferred compensation owed by the Borrower, or any of its
                  Subsidiaries to any such member of management that shall
                  thereafter have been canceled, waived or exchanged in
                  connection with the grant to such member of management of the
                  right to receive or acquire shares of the Borrower's or any
                  Subsidiary's common stock; and

                           (v) the Borrower and its Subsidiaries may enter into
                  and consummate the Transaction, may pay cash dividends in an
                  amount sufficient to allow the Borrower to, and the Borrower
                  may, pay all fees and expenses incurred in connection with the
                  Transaction and perform its obligations under or in connection
                  with the Transaction on the Seller Note and on the Equity
                  Interests issued in connection with the Transaction
                  (including, without limitation, the payment of $5 million
                  pursuant to that certain securities purchase agreement between
                  the Borrower and JLL);


                                       89
<PAGE>   95

                           (vi) other transactions not otherwise permitted by
                  this Section 5.02(g) in an aggregate amount not to exceed $2.5
                  million;

                           (vii) the Borrower and its Subsidiaries may purchase,
                  redeem, retire, defease or otherwise acquire Equity Interests
                  from, and otherwise make payments to, a Loan Party; and

                           (viii) the transactions contemplated by the Warrant
                  Agreement dated October 2, 2000 between the Borrower and the
                  Equity Investors and any related registration rights
                  agreement.

                  (h) Amendments of Constitutive Documents. Except as necessary
         or appropriate in connection with the Transaction, amend, or permit any
         of its Subsidiaries to amend, its certificate of incorporation or
         bylaws or other constitutive documents in any respect which would
         reasonably be expected to have a Material Adverse Effect.

                  (i) Accounting Changes. Make or permit, or permit any of its
         Subsidiaries to make or permit, any change in accounting policies or
         reporting practices, except as required by generally accepted
         accounting principles.

                  (j) Prepayments, Etc., of Subordinated Debt. 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 Subordinated Debt, except (i) so long as no
         Event of Default is then continuing, the prepayment, redemption,
         purchase, defeasance or other satisfaction of the Seller Note with the
         Net Cash Proceeds of an issuance of Equity Interests of the Borrower,
         (ii) the prepayment, redemption, purchase, defeasance or other
         satisfaction or refinancing or refunding, in whole or in part, of
         Subordinated Debt through the incurrence of Subordinated Debt, and
         (iii) the conversion or exchange of Subordinated Debt for or into
         Equity Interests of the Borrower, or amend, modify or change in any
         manner any term or condition of any Subordinated Debt (other than any
         such amendment, modification or change that could not reasonably be
         expected to have a Material Adverse Effect), or permit any of its
         Subsidiaries to do any of the foregoing.

                  (k) Amendment, Etc., of Related Documents. Cancel or terminate
         any Related Document or consent to or accept any cancellation or
         termination thereof, amend, modify or change in any manner any term or
         condition of any Related Document or give any consent, waiver or
         approval thereunder, waive any default under or any breach of any term
         or condition of any Related Document, agree in any manner to any other
         amendment, modification or change of any term or condition of any
         Related Document or take any other action in connection with any
         Related Document, in each case, that would materially impair the rights
         or interests of any Agent or any Lender Party, or permit any of its
         Subsidiaries to do any of the foregoing.

                  (l) Negative Pledge. Enter into or suffer to exist, or permit
         any of its Subsidiaries to 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 except (i) in favor


                                       90
<PAGE>   96

         of the Secured Parties or (ii) in connection with (A) any Surviving
         Debt, (B) any purchase money Debt permitted by Section 5.02(b)(vi)
         solely to the extent that the agreement or instrument governing such
         Debt prohibits a Lien on the property securing such Debt, (C) any Debt
         permitted by Section 5.02(b)(vii) solely to the extent that such Debt
         prohibits a Lien on the property subject thereto, (D) sale-leaseback
         agreements or acquisition or purchase agreements or operating leases of
         real property entered into in the ordinary course of business or
         otherwise permitted under the terms of this Agreement to the extent
         such agreement or lease prohibits a Lien on the property subject
         thereto, (E) under any PCS HQ Sale or Asset Securitization or (F) Debt
         permitted under Section 5.02(b)(iii) or (iv).

                  (m) Partnerships, Etc. Become a general partner in any general
         or limited partnership or joint venture (other than any Loan Party), or
         permit any of its Subsidiaries to do so, other than any Subsidiary the
         sole assets of which consist of its interest in such partnership or
         joint venture.

                  (n) Speculative Transactions. Engage, or permit any of its
         Subsidiaries to engage, in any speculative transaction involving
         commodity options or futures contracts or any similar speculative
         transactions.

                  (o) Capital Expenditures. (i) Make, or permit any of its
         Subsidiaries to make, any Capital Expenditures that would cause the
         aggregate of all such Capital Expenditures made by the Borrower and its
         Subsidiaries in any period set forth below to exceed the amount set
         forth below for such period:

<TABLE>
<CAPTION>
             FISCAL YEAR ENDING IN                   AMOUNT
<S>                                             <C>
                     2001                        $56.0 million

                     2002                        $54.5 million

                     2003                        $52.9 million

                     2004                        $56.4 million

                     2005                        $59.8 million

                     2006                        $63.3 million

                     2007                        $66.7 million

                     2008                        $70.2 million
</TABLE>



         provided, however, that if, for any Fiscal Year set forth above, the
         amount specified above for such Fiscal Year exceeds the aggregate
         amount of Capital Expenditures made by the Borrower and its
         Subsidiaries during such Fiscal Year (the amount of such excess being
         the "EXCESS AMOUNT"), the Borrower and its Subsidiaries shall be
         entitled to make additional Capital Expenditures in the immediately
         succeeding Fiscal Year in an amount (such amount being referred to
         herein as the "CARRYOVER AMOUNT") equal to the lesser of (x) the Excess
         Amount and (y) 50% of the amount specified above for such immediately
         preceding Fiscal Year; provided further, however, that amounts carried
         forward, if any, shall be utilized during the then current Fiscal Year
         to make Capital Expenditures prior to


                                       91
<PAGE>   97

         the utilization of the permitted amount of Capital Expenditures for
         such Fiscal Year as stated above.

                           (ii) Notwithstanding the foregoing, the Borrower and
         its Subsidiaries may make Capital Expenditures (which Capital
         Expenditures will not be included in any determination under the
         foregoing clause (i)) with proceeds of any asset disposition or sale or
         issuance of Equity Interests to the extent such proceeds are not
         required to be applied to repay Advances and are reinvested.

                           (iii) Notwithstanding the foregoing, the Borrower and
         its Subsidiaries may make Capital Expenditures (which Capital
         Expenditures will not be included in any determination under the
         foregoing clause (i)) consisting of the reinvestment of Extraordinary
         Receipts not required to be applied to prepay Advances.

                           (iv) Notwithstanding the foregoing, the Borrower and
         its Subsidiaries may make Capital Expenditures (which Capital
         Expenditures will not be included in any determination under the
         foregoing clause (i)) constituting Investments permitted pursuant to
         Section 5.02(f)(xiv), (xv) or (xvi).

                  (p) Payment Restrictions Affecting Subsidiaries. Directly or
         indirectly, enter into, or permit any of its Subsidiaries to enter
         into, any consensual agreement or arrangement limiting the ability of
         any of its Subsidiaries to declare or pay dividends or other
         distributions in respect of its Equity Interests or repay or prepay any
         Debt owed to, make loans or advances to, or otherwise transfer assets
         to or invest in, the Borrower or any Subsidiary of the Borrower
         (whether through a covenant restricting dividends, loans, asset
         transfers or investments, a financial covenant or otherwise), except
         such limits existing under or by reason of (i) the Loan Documents, (ii)
         any agreement or instrument evidencing Surviving Debt, (iii) applicable
         law (including regulatory requirements), (iv) customary provisions
         restricting subletting or assignment of any lease governing a leasehold
         interest of the Borrower or a Subsidiary of the Borrower, (v) customary
         provisions restricting assignment of any licensing agreement entered
         into by the Borrower or a Subsidiary of the Borrower in the ordinary
         course of business, (vi) the Seller Note or the Asset Securitization,
         (vii) customary provisions restricting the transfer of assets (I)
         subject to Liens or (II) pending disposition, (viii) any agreement or
         instrument governing acquired Debt, which encumbrance or restriction is
         not applicable to any Person or the properties or assets of any Person,
         other than the Person or the properties or assets of the Person
         acquired pursuant to the respective Permitted Acquisition and so long
         as the respective encumbrances or restrictions were not created (or
         made more restrictive) in connection with or in anticipation of the
         respective Permitted Acquisition, and (viii) provisions in corporate
         charters, bylaws, stockholders agreements, partnership agreements,
         joint venture agreements, limited liability company agreements and
         other similar agreements entered into in connection with Investments
         permitted under this Agreement.

                  SECTION 5.03. Reporting Requirements. So long as any Advance
or any interest thereon shall remain unpaid, any Letter of Credit shall be
outstanding or any Lender


                                       92
<PAGE>   98

Party shall have any Commitment hereunder, the Borrower will furnish to the
Agents and the Lender Parties:

                  (a) Default Notice. As soon as possible and in any event
         within three Business Days after a Responsible Officer of the Borrower
         becomes aware or should be aware of the occurrence of each Default or
         any event, development or occurrence reasonably likely to have a
         Material Adverse Effect continuing on the date of such statement, a
         statement of a Responsible Officer of the Borrower setting forth
         details of such Default, event, development or occurrence and the
         action that the Borrower has taken and proposes to take with respect
         thereto.

                  (b) Annual Financials. As soon as available and in any event
         within 90 days after the end of each Fiscal Year, a copy of the annual
         audit report for such year for the Borrower and its Subsidiaries,
         including therein a Consolidated balance sheet of the Borrower and its
         Subsidiaries as of the end of such Fiscal Year and Consolidated
         statement of income and a Consolidated statement of cash flows of the
         Borrower and its Subsidiaries for such Fiscal Year, in each case
         accompanied by an opinion reasonably acceptable to the Administrative
         Agent of independent public accountants of recognized standing
         reasonably acceptable to the Required Lenders, together with (i) a
         certificate of such accounting firm to the Lender Parties stating that
         in the course of the regular audit of the business of the Borrower and
         its Subsidiaries, which audit was conducted by such accounting firm in
         accordance with generally accepted auditing standards, such accounting
         firm has obtained no knowledge that a Default has occurred and is
         continuing, or if, in the opinion of such accounting firm, a Default
         has occurred and is continuing, a statement as to the nature thereof,
         (ii) a schedule in form satisfactory to the Administrative Agent of the
         computations used by such accountants in determining, as of the end of
         such Fiscal Year, compliance with the covenants contained in Section
         5.04, provided that in the event of any change in GAAP used in the
         preparation of such financial statements, the Borrower shall also
         provide, if necessary for the determination of compliance with Section
         5.04, a statement of reconciliation conforming such financial
         statements to GAAP and (iii) a certificate of the Chief Financial
         Officer of the Borrower stating that no Default has occurred and is
         continuing or, if a default has occurred and is continuing, a statement
         as to the nature thereof and the action that the Borrower has taken and
         proposes to take with respect thereto.

                  (c) Quarterly Financials. As soon as available and in any
         event within 45 days after the end of each of the first three quarters
         of each Fiscal Year, a Consolidated balance sheet of the Borrower and
         its Subsidiaries as of the end of such quarter and Consolidated
         statement of income and a Consolidated statement of cash flows of the
         Borrower and its Subsidiaries for the period commencing at the end of
         the previous fiscal quarter and ending with the end of such fiscal
         quarter and Consolidated statement of income and a Consolidated
         statement of cash flows of the Borrower and its Subsidiaries for the
         period commencing at the end of the previous Fiscal Year and ending
         with the end of such quarter, setting forth in each case in comparative
         form the corresponding figures for the corresponding date or period of
         the preceding Fiscal Year, all in the reasonable detail described in
         the next sentence and duly certified (subject to normal year-end audit
         adjustments and absence of footnotes) by the Chief Financial Officer of
         the Borrower as


                                       93
<PAGE>   99

         having been prepared in accordance with GAAP, together with (i) a
         certificate of said officer stating that no Default has occurred and is
         continuing or, if a Default has occurred and is continuing, a statement
         as to the nature thereof and the action that the Borrower has taken and
         proposes to take with respect thereto and (ii) a schedule in form
         satisfactory to the Administrative Agent of the computations used by
         the Borrower in determining compliance with the covenants contained in
         Section 5.04, provided that in the event of any change in GAAP used in
         the preparation of such financial statements, the Borrower shall also
         provide, if necessary for the determination of compliance with Section
         5.04, a statement of reconciliation conforming such financial
         statements to GAAP. For greater certainty, (a) the quarterly statements
         as required will be prepared in a summary format similar to the
         year-end audited statement (exclusive of the notes thereto); and (b)
         disclosure notes for quarterly statements will be limited to those
         normally required in the interim statements as opposed to year-end
         audited statements.

                  (d) Annual Forecasts. As soon as available and in any event no
         later than 30 days after the beginning of each Fiscal Year, forecasts
         prepared by management of the Borrower, in form reasonably satisfactory
         to the Administrative Agent, of balance sheets, income statements and
         cash flow statements on a quarterly basis for such Fiscal Year.

                  (e) Litigation. Promptly after a Responsible Officer of the
         Borrower knows or should know thereof, notice of all actions, suits,
         investigations, litigation, subpoenas and proceedings before any court
         or governmental department, commission, board, bureau, agency or
         instrumentality, domestic or foreign, affecting any Loan Party or any
         of its Subsidiaries which has a reasonable possibility of an adverse
         determination that would result in a judgment against the Borrower or
         any of its Subsidiaries of $10,000,000 or more and which is not covered
         by insurance, or in which injunctive or similar relief is sought that
         would reasonably be expected to have a Material Adverse Effect, and
         promptly after the occurrence thereof, notice of any material adverse
         change in the status or the financial effect on any Loan Party or any
         of its Subsidiaries of the Disclosed Litigation from that described on
         Schedule 4.01(f) hereto.

                  (f) Securities Reports. Promptly after the sending or filing
         thereof, copies of all proxy statements, financial statements and
         reports that any Loan Party or any of its Subsidiaries sends to its
         stockholders, and copies of all regular, periodic and special reports,
         and all registration statements, that any Loan Party 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 securities exchange.

                  (g) Creditor Reports. Promptly after the furnishing thereof,
         copies of any statement or report furnished to any holder of Debt
         securities of any Loan Party or of any of its Subsidiaries pursuant to
         the terms of any indenture, loan or credit or similar agreement and not
         otherwise required to be furnished to the Lender Parties pursuant to
         any other clause of this Section 5.03.

                  (h) ERISA. (i) ERISA Events and ERISA Reports. (A) Promptly
         and in any event within 10 days after any Loan Party or any ERISA
         Affiliate knows or has reason to know that any ERISA Event has
         occurred, a statement of the Chief Financial Officer of



                                       94
<PAGE>   100

         the Borrower describing such ERISA Event and the action, if any, that
         such Loan Party or such ERISA Affiliate has taken and proposes to take
         with respect thereto and (B) on the date any records, documents or
         other information must be furnished to the PBGC with respect to any
         Plan pursuant to Section 4010 of ERISA, a copy of such records,
         documents and information.

                           (ii) Plan Terminations. Promptly and in any event
         within two Business Days after receipt thereof by any Loan Party or any
         ERISA Affiliate, copies of each notice from the PBGC stating its
         intention to terminate any Plan or to have a trustee appointed to
         administer any Plan.

                           (iii) Multiemployer Plan Notices. Promptly and in any
         event within five Business Days after receipt thereof by any Loan Party
         or any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies
         of each notice concerning (A) the imposition of Withdrawal Liability by
         any such Multiemployer Plan, (B) the reorganization or termination,
         within the meaning of Title IV of ERISA, of any such Multiemployer Plan
         or (C) the amount of liability incurred, or that may be incurred, by
         such Loan Party or any ERISA Affiliate in connection with any event
         described in clause (A) or (B).

                  (i) Environmental Conditions. Promptly after the assertion or
         occurrence thereof, notice of any Environmental Action against or of
         any noncompliance by any Loan Party or any of its Subsidiaries with any
         Environmental Law or Environmental Permit that could (i) reasonably be
         expected to have a Material Adverse Effect or (ii) cause any property
         described in the Mortgages to be subject to any restrictions on
         ownership, occupancy, use or transferability under any Environmental
         Law.

                  (j) Insurance. Promptly after the reasonable request of the
         Administrative Agent, a report summarizing the insurance coverage
         (specifying type, amount and carrier) in effect for each Loan Party and
         its Subsidiaries and containing such additional information as any
         Agent, or any Lender Party through the Administrative Agent, may
         reasonably specify.

                  (k) Other Information. Such other information respecting the
         business, condition (financial or otherwise), operations, performance,
         properties or prospects of any Loan Party or any of its Subsidiaries as
         any Agent, or any Lender Party through the Administrative Agent, may
         from time to time reasonably request.

                  SECTION 5.04. Financial Covenants. So long as any Advance or
any interest thereon shall remain unpaid, any Letter of Credit shall be
outstanding or any Lender Party shall have any Commitment hereunder, the
Borrower will:

                  (a) Fixed Charge Coverage Ratio. Maintain at the end of each
         fiscal quarter of the Borrower a Fixed Charge Coverage Ratio of not
         less than the amount set forth below for each period set forth below:


                                       95
<PAGE>   101

<TABLE>
<CAPTION>
             QUARTER ENDING                      RATIO
<S>                                            <C>
December, 2000                                   1.15x
March, 2001                                      1.15x
June, 2001                                       1.15x
September, 2001                                  1.15x
December, 2001                                   1.20x
March, 2002                                      1.20x
June, 2002                                       1.25x
September, 2002                                  1.25x
December, 2002                                   1.30x
March, 2003                                      1.30x
June, 2003                                       1.30x
September, 2003                                  1.30x
December, 2003                                   1.30x
March, 2004                                      1.30x
June, 2004                                       1.30x
September, 2004                                  1.30x
December, 2004                                   1.30x
March, 2005                                      1.30x
June, 2005                                       1.30x
September, 2005                                  1.30x
December, 2005                                   1.30x
March, 2006                                      1.30x
June, 2006                                       1.30x
September, 2006                                  1.30x
December, 2006                                   1.30x
March, 2007                                      1.30x
June, 2007                                       1.30x
September, 2007                                  1.30x
</TABLE>


                  (b) Total Leverage Ratio. Maintain at the end of each fiscal
         quarter of the Borrower a Total Leverage Ratio of not more than the
         amount set forth below for each period set forth below:


<TABLE>
<CAPTION>
             QUARTER ENDING                      RATIO
<S>                                            <C>
December, 2000                                   4.75x
March, 2001                                      4.75x
June, 2001                                       4.75x
September, 2001                                  4.75x
December, 2001                                   4.25x
March, 2002                                      4.25x
June, 2002                                       4.00x
September, 2002                                  3.75x
December, 2002                                   3.50x
</TABLE>


                                       96
<PAGE>   102

<TABLE>
<CAPTION>
             QUARTER ENDING                      RATIO
<S>                                            <C>

March, 2003                                      3.50x
June, 2003                                       3.50x
September, 2003                                  3.50x
December, 2003                                   3.25x
March, 2004                                      3.25x
June, 2004                                       3.25x
September, 2004                                  3.25x
December, 2004                                   3.00x
March, 2005                                      3.00x
June, 2005                                       3.00x
September, 2005                                  3.00x
December, 2005                                   3.00x
March, 2006                                      3.00x
June, 2006                                       3.00x
September, 2006                                  3.00x
December, 2006                                   3.00x
March, 2007                                      3.00x
June, 2007                                       3.00x
September, 2007                                  3.00x
</TABLE>


                  (c) Interest Coverage Ratio. Maintain at the end of each
         fiscal quarter of the Borrower an Interest Coverage Ratio of not less
         than the amount set forth below for each period set forth below:

<TABLE>
<CAPTION>
             QUARTER ENDING                      RATIO
<S>                                            <C>
December, 2000                                   2.00x
March, 2001                                      2.00x
June, 2001                                       2.00x
September, 2001                                  2.00x
December, 2001                                   2.10x
March, 2002                                      2.10x
June, 2002                                       2.25x
September, 2002                                  2.25x
December, 2002                                   2.50x
March, 2003                                      2.50x
June, 2003                                       2.50x
September, 2003                                  2.50x
December, 2003                                   2.50x
March, 2004                                      2.75x
June, 2004                                       2.75x
September, 2004                                  2.75x
December, 2004                                   2.75x
</TABLE>


                                       97
<PAGE>   103

<TABLE>
<CAPTION>
             QUARTER ENDING                      RATIO
<S>                                            <C>

March, 2005                                      3.00x
June, 2005                                       3.00x
September, 2005                                  3.00x
December, 2005                                   3.00x
March, 2006                                      3.00x
June, 2006                                       3.00x
September, 2006                                  3.00x
December, 2006                                   3.00x
March, 2007                                      3.00x
June, 2007                                       3.00x
September, 2007                                  3.00x
</TABLE>



                                   ARTICLE VI

                                EVENTS OF DEFAULT

                  SECTION 6.01. Events of Default. If any of the following
events ("EVENTS OF DEFAULT") shall occur and be continuing:

                  (a) (i) the Borrower shall fail to pay any principal of any
         Advance when the same shall become due and payable or (ii) the Borrower
         shall fail to pay any interest on any Advance, or any Loan Party shall
         fail to make any other payment under any Loan Document, in each case
         under this clause (ii) within two Business Days after the same becomes
         due and payable; or

                  (b) any representation or warranty made by any Loan Party in
         any Loan Document, any Notice of Borrowing or any Notice of Swing Line
         Borrowing shall prove to have been incorrect in any material respect
         when made; or

                  (c) the Borrower shall fail to perform or observe any term,
         covenant or agreement contained in Sections 2.14, 5.01(e) (with respect
         to the corporate existence of the Borrower only) or (j), 5.02, 5.03 or
         5.04; or

                  (d) any Loan Party shall fail to perform or observe any other
         term, covenant or agreement contained in any Loan Document on its part
         to be performed or observed if such failure shall remain unremedied for
         30 days after written notice thereof shall have been given to the
         Borrower by any Agent or any Lender Party; or

                  (e) any Loan Party shall fail to pay any principal of, premium
         or interest on or any other amount payable in respect of any Debt of
         such Loan Party or such Subsidiary (as the case may be) that is
         outstanding in a principal amount (or, in the case of any Hedge
         Agreement, an Agreement Value) of at least $10 million either
         individually or in the aggregate (but excluding Debt outstanding
         hereunder), when the same becomes due and payable (whether by scheduled
         maturity, required prepayment, acceleration, demand


                                       98
<PAGE>   104

         or otherwise), and such failure shall continue after the applicable
         grace period, if any, specified in the agreement or instrument relating
         to such Debt; or any other event shall occur or condition shall exist
         under any agreement or instrument relating to any such Debt and shall
         continue after the applicable grace period, if any, specified in such
         agreement or instrument, if the effect of such event or condition is to
         accelerate, or to permit the acceleration of, the maturity of such Debt
         or otherwise to cause, or to permit the holder thereof to cause, such
         Debt to mature; or any such Debt shall be declared to be due and
         payable or required to be prepaid or redeemed (other than by a
         regularly scheduled required prepayment or redemption), purchased or
         defeased, or an offer to prepay, redeem, purchase or defease such Debt
         shall be required to be made, in each case prior to the stated maturity
         thereof; or

                  (f) any Loan Party shall generally not pay its debts as such
         debts become due, or shall admit in writing its inability to pay its
         debts generally, or shall make a general assignment for the benefit of
         creditors; or any proceeding shall be instituted by or against any Loan
         Party seeking to adjudicate it a bankrupt or insolvent, or seeking
         liquidation, winding up, reorganization, arrangement, adjustment,
         protection, relief, or composition of it or its debts under any law
         relating to bankruptcy, insolvency or reorganization or relief of
         debtors, or seeking the entry of an order for relief or the appointment
         of a receiver, trustee or other similar official for it or for any
         substantial part of its property and, in the case of any such
         proceeding instituted against it (but not instituted by it) that is
         being diligently contested by it in good faith, either such proceeding
         shall remain undismissed or unstayed for a period of 60 days or the
         entry of an order for relief against, or the appointment of a receiver,
         trustee, custodian or other similar official for, it or any substantial
         part of its property shall occur; or any Loan Party shall take any
         corporate action to authorize any of the actions set forth above in
         this subsection (f); or

                  (g) any judgments or orders (other than items 21 on Schedule
         4.01(f)), either individually or in the aggregate, for the payment of
         money in excess of $10 million, or any judgment or order in respect of
         item 21 on Schedule 4.01(f) for the payment of money in excess of $20
         million, in each case shall be rendered against any Loan Party or any
         of its Subsidiaries and not vacated or discharged, and either (i) such
         excess amount is not covered by insurance or indemnity arrangements
         provided by a reputable and creditworthy insurance company or (ii)
         there shall be any period of 30 consecutive days during which a stay of
         enforcement of such judgment or order, by reason of a pending appeal or
         otherwise, shall not be in effect; or

                  (h) any provision of any Loan Document after delivery thereof
         pursuant to Section 3.01 or 5.01(j) shall for any reason (other than
         the terms hereof or thereof) cease in any material respect to be valid
         and binding on or enforceable against any Loan Party party to it, or
         any such Loan Party shall so state in writing (other than under the
         terms hereof or thereof), and such cessation shall continue for a
         period of 5 days after written notice thereof shall have been given to
         the Borrower by any Agent or any Lender Party; or

                  (i) any Collateral Document or financing statement after
         delivery and filing, if any, thereof pursuant to Section 3.01 or
         5.01(j) shall for any reason (other than


                                       99
<PAGE>   105

         pursuant to the terms thereof) cease to create a valid and (other than
         through action or inaction by the Collateral Agent or its Agents)
         perfected first priority lien on and security interest in the
         Collateral purported to be covered thereby, and such cessation shall
         continue for a period of 5 days after written notice thereof shall have
         been given to the Borrower by any Agent or any Lender Party; or

                  (j) a Change of Control shall occur; or

                  (k) any ERISA Event shall have occurred with respect to a Plan
         and the sum (determined as of the date of occurrence of such ERISA
         Event) of the Insufficiency of such Plan and the Insufficiency of any
         and all other Plans with respect to which an ERISA Event shall have
         occurred and then exist (or the liability of the Loan Parties and the
         ERISA Affiliates related to such ERISA Event) exceeds $10 million; or

                  (l) any Loan Party or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that it has incurred
         Withdrawal Liability to such Multiemployer Plan in an amount that, when
         aggregated with all other amounts required to be paid to Multiemployer
         Plans by the Loan Parties and the ERISA Affiliates as Withdrawal
         Liability (determined as of the date of such notification), exceeds $10
         million or requires payments exceeding $3 million per annum; or

                  (m) any Loan Party or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that such Multiemployer
         Plan is in reorganization or is being terminated, within the meaning of
         Title IV of ERISA, and as a result of such reorganization or
         termination the aggregate annual contributions of the Loan Parties and
         the ERISA Affiliates to all Multiemployer Plans that are then in
         reorganization or being terminated have been or will be increased over
         the amounts contributed to such Multiemployer Plans for the plan years
         of such Multiemployer Plans immediately preceding the plan year in
         which such reorganization or termination occurs by an amount exceeding
         $3 million; or

                  (n) an "Event of Default" (as defined in any Mortgage) shall
         have occurred and be continuing;

         then, and in any such event, the Administrative Agent (i) shall at the
         request, or may with the consent, of the Required Lenders, by notice to
         the Borrower, declare the Commitments of each Lender Party and the
         obligation of each Lender Party to make Advances (other than Letter of
         Credit Advances by the Issuing Bank or a Tranche A Revolving Credit
         Lender pursuant to Section 2.03(c) and Swing Line Advances by a Tranche
         A Revolving Credit Lender pursuant to Section 2.02(b)) and of the
         Issuing Bank to issue Letters of Credit to be terminated, whereupon the
         same shall forthwith terminate, and (ii) 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 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, notice of acceleration, notice of intent to
         accelerate, protest or further notice of any kind, all of which are
         hereby


                                      100
<PAGE>   106

         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 Party and the obligation of each Lender Party to make Advances
         (other than Letter of Credit Advances by the Issuing Bank or a Tranche
         A Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line
         Advances by a Tranche A Revolving Credit Lender pursuant to Section
         2.02(b)) and of the Issuing Bank 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, notice of acceleration, notice of intent
         to accelerate, protest or any notice of any kind, all of which are
         hereby expressly waived by the Borrower.

                  SECTION 6.02. Actions in Respect of the Letters of Credit upon
Default. If any Event of Default shall have occurred and be continuing, the
Administrative Agent may, or shall at the request of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such
demand the Borrower will, pay to the Collateral Agent on behalf of the Lender
Parties in same day funds at the Collateral Agent's office designated in such
demand, for deposit in the L/C Cash Collateral Account, an amount equal to the
aggregate Available Amount of all Letters of Credit then outstanding (less the
balance, if any, in the L/C Cash Collateral Account at such time). If at any
time the Administrative Agent or the Collateral Agent determines that any funds
held in the L/C Cash Collateral Account are subject to any right or claim of any
Person other than the Agents and the Lender Parties or that the total amount of
such funds is less than the aggregate Available Amount of all Letters of Credit,
the Borrower will, forthwith upon demand by the Administrative Agent or the
Collateral Agent, pay to the Collateral Agent, as additional funds to be
deposited and held in the L/C Cash Collateral Account, an amount equal to the
excess of (a) such aggregate Available Amount over (b) the total amount of
funds, if any, then held in the L/C Cash Collateral Account that the
Administrative Agent or the Collateral Agent, as the case may be, determines to
be free and clear of any such right and claim. 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 to reimburse the Issuing Bank or Tranche A Revolving
Credit Lenders, as applicable, to the extent permitted by applicable law.

                                  ARTICLE VII

                                    GUARANTY

                  SECTION 7.01. Guaranty; Limitation of Liability. (a) Each
Subsidiary Guarantor, jointly and severally, hereby unconditionally and
irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or
otherwise, of all Obligations of each other Loan Party now or hereafter existing
under or in respect of the Loan Documents (including, without limitation, any
extensions, modifications, substitutions, amendments or renewals of any or all
of the foregoing Obligations), whether direct or indirect, absolute or
contingent, and whether for principal, interest, premiums, fees, indemnities,
contract causes of action, costs, expenses or otherwise (such Obligations being
the "GUARANTEED OBLIGATIONS"), and agrees to pay any and all


                                      101
<PAGE>   107

reasonable out-of-pocket expenses (including, without limitation, reasonably
fees and expenses of counsel) incurred by the Administrative Agent or any other
Secured Party in enforcing any rights under this Guaranty or any other Loan
Document. Without limiting the generality of the foregoing, each Subsidiary
Guarantor's liability shall extend to all amounts that constitute part of the
Guaranteed Obligations and would be owed by any other Loan Party to any Secured
Party under or in respect of the Loan Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving such other Loan Party.

                  (b) Each Subsidiary Guarantor, and by its acceptance of this
Guaranty, the Administrative Agent and each other Secured Party, hereby confirms
that it is the intention of all such Persons that this Guaranty and the
Obligations of each Subsidiary Guarantor hereunder not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Guaranty and the
Obligations of each Subsidiary Guarantor hereunder. To effectuate the foregoing
intention, the Administrative Agent, the other Secured Parties and the
Subsidiary Guarantors hereby irrevocably agree that the Obligations of each
Subsidiary Guarantor under this Guaranty at any time shall be limited to the
maximum amount as will result in the Obligations of such Subsidiary Guarantor
under this Guaranty not constituting a fraudulent transfer or conveyance.

                  (c) Each Subsidiary Guarantor hereby unconditionally and
irrevocably agrees that in the event any payment shall be required to be made to
any Secured Party under this Guaranty or any other guaranty, such Subsidiary
Guarantor will contribute, to the maximum extent permitted by law, such amounts
to each other Subsidiary Guarantor and each other guarantor so as to maximize
the aggregate amount paid to the Secured Parties under or in respect of the Loan
Documents.

                  SECTION 7.02. Guaranty Absolute. Each Subsidiary Guarantor
guarantees that the Guaranteed Obligations will be paid strictly in accordance
with the terms of the Loan Documents, regardless of any law, regulation or order
now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of any Secured Party with respect thereto. The Obligations of each
Subsidiary Guarantor under or in respect of this Guaranty are independent of the
Guaranteed Obligations or any other Obligations of any other Loan Party under or
in respect of the Loan Documents, and a separate action or actions may be
brought and prosecuted against each Subsidiary Guarantor to enforce this
Guaranty, irrespective of whether any action is brought against the Borrower or
any other Loan Party or whether the Borrower or any other Loan Party is joined
in any such action or actions. The liability of each Subsidiary Guarantor under
this Guaranty shall be irrevocable, absolute and unconditional irrespective of,
and each Subsidiary Guarantor hereby irrevocably waives any defenses it may now
have or hereafter acquire in any way relating to, any or all of the following to
the fullest extent permitted by law:

                  (a) any lack of validity or enforceability of any Loan
         Document or any agreement or instrument relating thereto;


                                      102
<PAGE>   108

                  (b) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the Guaranteed Obligations or any
         other Obligations of any other Loan Party under or in respect of the
         Loan Documents, or any other amendment or waiver of or any consent to
         departure from any Loan Document, including, without limitation, any
         increase in the Guaranteed Obligations resulting from the extension of
         additional credit to any Loan Party or any of its Subsidiaries or
         otherwise;

                  (c) any taking, exchange, release or non-perfection of any
         Collateral or any other collateral, or any taking, release or amendment
         or waiver of, or consent to departure from, any other guaranty, for all
         or any of the Guaranteed Obligations;

                  (d) any manner of application of Collateral or any other
         collateral, or proceeds thereof, to all or any of the Guaranteed
         Obligations, or any manner of sale or other disposition of any
         Collateral or any other collateral for all or any of the Guaranteed
         Obligations or any other Obligations of any Loan Party under the Loan
         Documents or any other assets of any Loan Party or any of its
         Subsidiaries;

                  (e) any change, restructuring or termination of the corporate
         structure or existence of any Loan Party or any of its Subsidiaries;

                  (f) any failure of any Secured Party to disclose to any Loan
         Party any information relating to the business, condition (financial or
         otherwise), operations, performance, properties or prospects of any
         other Loan Party now or hereafter known to such Secured Party (each
         Subsidiary Guarantor waiving any duty on the part of the Secured
         Parties to disclose such information);

                  (g) the failure of any other Person to execute or deliver this
         Guaranty, any Guaranty Supplement or any other guaranty or agreement or
         the release or reduction of liability of any Subsidiary Guarantor or
         other guarantor or surety with respect to the Guaranteed Obligations;
         or

                  (h) any other circumstance (including, without limitation, any
         statute of limitations) or any existence of or reliance on any
         representation by any Secured Party that might otherwise constitute a
         defense available to, or a discharge of, any Loan Party or any other
         guarantor or surety.

         To the fullest extent permitted by applicable law, this Guaranty shall
         continue to be effective or be reinstated, as the case may be, if at
         any time any payment of any of the Guaranteed Obligations is rescinded
         or must otherwise be returned by any Secured Party or any other Person
         upon the insolvency, bankruptcy or reorganization of the Borrower or
         any other Loan Party or otherwise, all as though such payment had not
         been made.

                  SECTION 7.03. Waivers and Acknowledgments. (a) To the fullest
extent permitted by applicable law, each Subsidiary Guarantor hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, intent to accelerate, protest or dishonor and any other
notice with respect to any of the Guaranteed Obligations and this Guaranty and
any requirement that any Secured Party protect, secure, perfect or insure any
Lien or any property


                                      103
<PAGE>   109

subject thereto or exhaust any right or take any action against any Loan Party
or any other Person or any Collateral.

                  (b) To the fullest extent permitted by applicable law each
Subsidiary Guarantor hereby unconditionally and irrevocably waives any right to
revoke this Guaranty and acknowledges that this Guaranty is continuing in nature
and applies to all Guaranteed Obligations, whether existing now or in the
future.

                  (c) To the fullest extent permitted by applicable law, each
Subsidiary Guarantor hereby unconditionally and irrevocably waives (i) any
defense arising by reason of any claim or defense based upon an election of
remedies by any Secured Party that in any manner impairs, reduces, releases or
otherwise adversely affects the subrogation, reimbursement, exoneration,
contribution or indemnification rights of such Guarantor or other rights of such
Subsidiary Guarantor to proceed against any of the other Loan Parties, any other
guarantor or any other Person or any Collateral and (ii) any defense based on
any right of set-off or counterclaim against or in respect of the Obligations of
such Subsidiary Guarantor hereunder.

                  (d) To the fullest extent permitted by applicable law, each
Subsidiary Guarantor acknowledges that the Collateral Agent may, without notice
to or demand upon such Guarantor and without affecting the liability of such
Subsidiary Guarantor under this Guaranty, foreclose under any mortgage by
nonjudicial sale, and each Subsidiary Guarantor hereby waives any defense to the
recovery by the Collateral Agent and the other Secured Parties against such
Subsidiary Guarantor of any deficiency after such nonjudicial sale and any
defense or benefits that may be afforded by applicable law.

                  (e) To the fullest extent permitted by applicable law, each
Subsidiary Guarantor hereby unconditionally and irrevocably waives any duty on
the part of any Secured Party to disclose to such Subsidiary Guarantor any
matter, fact or thing relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of any other Loan
Party or any of its Subsidiaries now or hereafter known by such Secured Party.

                  (f) Each Subsidiary Guarantor acknowledges that it will
receive substantial direct and indirect benefits from the financing arrangements
contemplated by the Loan Documents and that the waivers set forth in Section
7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

                  SECTION 7.04. Subrogation. Each Subsidiary Guarantor hereby
unconditionally and irrevocably agrees not to exercise any rights that it may
now have or hereafter acquire against the Borrower, any other Loan Party or any
other insider guarantor that arise from the existence, payment, performance or
enforcement of such Subsidiary Guarantor's Obligations under or in respect of
this Guaranty or any other Loan Document, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of any
Secured Party against the Borrower, any other Loan Party or any other insider
guarantor or any Collateral, whether or not such claim, remedy or right arises
in equity or under contract, statute or common law, including, without
limitation, the right to take or receive from the Borrower, any other Loan Party
or any other insider guarantor, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or


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security on account of such claim, remedy or right, unless and until all of the
Guaranteed Obligations and all other amounts payable under this Guaranty shall
have been paid in full in cash, all Letters of Credit and all Secured Hedge
Agreements shall have expired or been terminated and the Commitments shall have
expired or been terminated. If any amount shall be paid to any Subsidiary
Guarantor in violation of the immediately preceding sentence at any time prior
to the latest of (a) the payment in full in cash of the Guaranteed Obligations
and all other amounts payable under this Guaranty, (b) the Termination Date and
(c) the latest date of expiration or termination of all Letters of Credit and
all Secured Hedge Agreements, such amount shall be received and held in trust
for the benefit of the Secured Parties, shall be segregated from other property
and funds of such Subsidiary Guarantor and shall forthwith be paid or delivered
to the Administrative Agent in the same form as so received (with any necessary
endorsement or assignment) to be credited and applied to the Guaranteed
Obligations and all other amounts payable under this Guaranty, whether matured
or unmatured, in accordance with the terms of the Loan Documents, or to be held
as Collateral for any Guaranteed Obligations or other amounts payable under this
Guaranty thereafter arising. If (i) any Subsidiary Guarantor shall make payment
to any Secured Party of all or any part of the Guaranteed Obligations, (ii) all
of the Guaranteed Obligations and all other amounts payable under this Guaranty
shall have been paid in full in cash, (iii) the Termination Date shall have
occurred and (iv) all Letters of Credit and all Secured Hedge Agreements shall
have expired or been terminated, the Secured Parties will, at such Subsidiary
Guarantor's request and expense, execute and deliver to such Guarantor
appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to such Subsidiary Guarantor
of an interest in the Guaranteed Obligations resulting from such payment made by
such Subsidiary Guarantor pursuant to this Guaranty.

                  SECTION 7.05. Guaranty Supplements. Upon the execution and
delivery by any Person of a guaranty supplement in substantially the form of
Exhibit I hereto (each, a "GUARANTY SUPPLEMENT"), (a) such Person shall be
referred to as an "ADDITIONAL GUARANTOR" and shall become and be a Subsidiary
Guarantor hereunder, and each reference in this Guaranty to a "SUBSIDIARY
GUARANTOR" shall also mean and be a reference to such Additional Guarantor, and
each reference in any other Loan Document to a "SUBSIDIARY GUARANTOR" shall also
mean and be a reference to such Additional Guarantor, and (b) each reference
herein to "THIS GUARANTY", "HEREUNDER", "HEREOF" or words of like import
referring to this Guaranty, and each reference in any other Loan Document to the
"GUARANTY", "THEREUNDER", "THEREOF" or words of like import referring to this
Guaranty, shall mean and be a reference to this Guaranty as supplemented by such
Guaranty Supplement.

                  SECTION 7.06. Subordination. Each Subsidiary Guarantor hereby
subordinates any and all debts, liabilities and other Obligations owed to such
Subsidiary Guarantor by each other Loan Party (the "SUBORDINATED OBLIGATIONS")
to the Guaranteed Obligations to the extent and in the manner hereinafter set
forth in this Section 7.06:

                  (a) Prohibited Payments, Etc. Except during the continuance of
         a Default (including the commencement and continuation of any
         proceeding under any Bankruptcy Law relating to any other Loan Party),
         each Subsidiary Guarantor may receive regularly scheduled payments from
         any other Loan Party on account of the Subordinated Obligations. After
         the occurrence and during the continuance of any Default (including


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         the commencement and continuation of any proceeding under any
         Bankruptcy Law relating to any other Loan Party), however, unless the
         Required Lenders otherwise agree, no Subsidiary Guarantor shall demand,
         accept or take any action to collect any payment on account of the
         Subordinated Obligations.

                  (b) Prior Payment of Guaranteed Obligations. In any proceeding
         under any Bankruptcy Law relating to any other Loan Party, each
         Subsidiary Guarantor agrees that the Secured Parties shall be entitled
         to receive payment in full in cash of all Guaranteed Obligations
         (including all interest and expenses accruing after the commencement of
         a proceeding under any Bankruptcy Law, whether or not constituting an
         allowed claim in such proceeding ("POST PETITION INTEREST")) before
         such Subsidiary Guarantor receives payment of any Subordinated
         Obligations.

                  (c) Turn-Over. After the occurrence and during the continuance
         of any Default (including the commencement and continuation of any
         proceeding under any Bankruptcy Law relating to any other Loan Party),
         each Subsidiary Guarantor shall, if the Administrative Agent so
         requests, collect, enforce and receive payments on account of the
         Subordinated Obligations as trustee for the Secured Parties and deliver
         such payments to the Administrative Agent on account of the Guaranteed
         Obligations (including all Post Petition Interest), together with any
         necessary endorsements or other instruments of transfer, but without
         reducing or affecting in any manner the liability of such Subsidiary
         Guarantor under the other provisions of this Guaranty.

                  (d) Administrative Agent Authorization. After the occurrence
         and during the continuance of any Default (including the commencement
         and continuation of any proceeding under any Bankruptcy Law relating to
         any other Loan Party), the Administrative Agent is authorized and
         empowered (but without any obligation to so do), in its discretion, (i)
         in the name of each Subsidiary Guarantor, to collect and enforce, and
         to submit claims in respect of, Subordinated Obligations and to apply
         any amounts received thereon to the Guaranteed Obligations (including
         any and all Post Petition Interest), and (ii) to require each
         Subsidiary Guarantor (A) to collect and enforce, and to submit claims
         in respect of, Subordinated Obligations and (B) to pay any amounts
         received on such obligations to the Administrative Agent for
         application to the Guaranteed Obligations (including any and all Post
         Petition Interest).

                  SECTION 7.07. Continuing Guaranty; Assignments. This Guaranty
is a continuing guaranty and shall (a) remain in full force and effect until the
latest of (i) the payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this Guaranty, (ii) the Termination Date and (iii)
the latest date of expiration or termination of all Letters of Credit and all
Secured Hedge Agreements, (b) be binding upon the Subsidiary Guarantor, its
successors and assigns and (c) inure to the benefit of and be enforceable by the
Secured Parties and their successors, transferees and assigns. Without limiting
the generality of clause (c) of the immediately preceding sentence, any Secured
Party may assign or otherwise transfer all or any portion of its rights and
obligations under this Agreement (including, without limitation, all or any
portion of its Commitments, the Advances owing to it and the Note or Notes held
by it) to any other Person, and such other Person shall thereupon become vested
with all the benefits in respect thereof granted to such Secured Party herein or
otherwise, in each case only as and to the


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extent provided in Section 9.07. No Subsidiary Guarantor shall have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Secured Parties.

                                  ARTICLE VIII

                                   THE AGENTS

                  SECTION 8.01. Appointment and Authorization of the Agents. (a)
Each Lender Party hereby irrevocably (subject to Section 9.09) appoints,
designates and authorizes each Agent to take such action on its behalf under the
provisions of this Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of
this Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, no Agent shall have
any duties or responsibilities, except those expressly set forth herein, nor
shall any Agent have or be deemed to have any fiduciary relationship with any
Lender Party or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against any Agent.
Without limiting the generality of the foregoing sentence, the use of the term
"agent" herein and in the other Loan Documents with reference to any Agent is
not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable law. Instead, such term is used
merely as a matter of market custom, and is intended to create or reflect only
an administrative relationship between independent contracting parties.

                  (b) The Issuing Bank shall act on behalf of the Lender Parties
with respect to any Letters of Credit issued by it and the documents associated
therewith until such time (and except for so long) as the Administrative Agent
may agree at the request of the Required Lenders to act for the Issuing Bank
with respect thereto; provided, however, that the Issuing Bank shall have all of
the benefits and immunities (i) provided to the Agents in this Article VIII with
respect to any acts taken or omissions suffered by the Issuing Bank in
connection with Letters of Credit issued by it or proposed to be issued by it
and the application and agreements for letters of credit pertaining to the
Letters of Credit as fully as if the term "Agent" as used in this Article VIII
included the Issuing Bank with respect to such acts or omissions, and (ii) as
additionally provided herein with respect to the Issuing Bank.

                  SECTION 8.02. Delegation of Duties. Each Agent may execute any
of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties. No Agent shall be responsible for the negligence or misconduct of
any agent or attorney-in-fact that it selects in the absence of gross negligence
or willful misconduct.

                  SECTION 8.03. Liability of the Agents. No Agent-Related Person
shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth



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herein), or (b) be responsible in any manner to any Lender Party or participant
for any recital, statement, representation or warranty made by any Loan Party or
any officer thereof, contained herein or in any other Loan Document, or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document, or the validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of any Loan Party or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Agent-Related
Person shall be under any obligation to any Lender Party or participant to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party or
any Affiliate thereof.

                  SECTION 8.04. Reliance by the Agents. Each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any writing,
communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message,
statement or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel to any Loan
Party), independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing
to take any action under any Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it
so requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or
consent of the Required Lenders or all the Lenders, if required hereunder, and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders and participants. Where this Agreement expressly
permits or prohibits an action unless the Required Lenders otherwise determine,
the Administrative Agent shall, and in all other instances, the Administrative
Agent may, but shall not be required to, initiate any solicitation for the
consent or a vote of the Lenders.

                  SECTION 8.05. Notice of Default. The Administrative Agent
shall not be deemed to have knowledge or notice of the occurrence of any Default
or Event of Default, except with respect to defaults in the payment of
principal, interest and fees required to be paid to the Administrative Agent for
the account of the Lender Parties, unless the Administrative Agent shall have
received written notice from a Lender Party or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default." The Administrative Agent will notify the
Lenders of its receipt of any such notice. The Administrative Agent shall take
such action with respect to such Default or Event of Default as may be directed
by the Required Lenders in accordance with Article VI; provided, however, that
unless and until the Administrative Agent has received any such direction, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable or in the best interest of the Lender
Parties.


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                  SECTION 8.06. Credit Decision; Disclosure of Information by
Administrative Agent. Each Lender Party acknowledges that no Agent-Related
Person has made any representation or warranty to it, and that no act by the
Administrative Agent hereinafter taken, including any consent to and acceptance
of any assignment or review of the affairs of any Loan Party or any Affiliate
thereof, shall be deemed to constitute any representation or warranty by any
Agent-Related Person to any Lender Party as to any matter, including whether
Agent-Related Persons have disclosed material information in their possession.
Each Lender Party represents to the Administrative Agent that it has,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan Parties
and their respective Subsidiaries, and all applicable bank or other regulatory
Laws relating to the transactions contemplated hereby, and made its own decision
to enter into this Agreement and to extend credit to the Borrower hereunder.
Each Lender Party also represents that it will, independently and without
reliance upon any Agent-Related Person 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 investigations as
it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower.
Except for notices, reports and other documents expressly required to be
furnished to the Lender Parties by the Administrative Agent herein, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender Party with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of any of the Loan Parties or any of their respective
Affiliates which may come into the possession of any Agent-Related Person. Each
Lender Party acknowledges and agrees to comply with the provisions of Section
9.10 applicable to the Lender Parties hereunder.

                  SECTION 8.07. Indemnification of Administrative Agent. Whether
or not the transactions contemplated hereby are consummated, the Lender Parties
shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Loan Party and without limiting the obligation
of any Loan Party to do so), pro rata, and hold harmless each Agent-Related
Person from and against any and all Indemnified Liabilities incurred by it;
provided, however, that no Lender Party shall be liable for the payment to any
Agent-Related Person of any portion of such Indemnified Liabilities resulting
from such Person's gross negligence or willful misconduct; provided, however,
that no action taken in accordance with the directions of the Required Lenders
shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section. Without limitation of the foregoing, each Lender Party
shall reimburse the Administrative Agent upon demand for its ratable share of
any costs or out-of-pocket expenses (including reasonable fees and expenses of
counsel) incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein,
to the extent that the Administrative Agent is not reimbursed for such expenses
by or on behalf of the Borrower. The undertaking in this Section shall survive
termination of the Commitments, the payment of all Obligations hereunder and the
resignation or replacement of the Administrative Agent.


                                      109
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                  SECTION 8.08. Administrative Agent in its Individual Capacity.
Bank of America and its Affiliates may make loans to, issue letters of credit
for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Loan Parties and their respective Affiliates
as though Bank of America were not the Administrative Agent or the Issuing Bank
hereunder and without notice to or consent of the Lenders. The Lender Parties
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may receive information regarding any Loan Party or its Affiliates (including
information that may be subject to confidentiality obligations in favor of such
Loan Party or such Affiliate) and acknowledge that the Administrative Agent
shall be under no obligation to provide such information to them. With respect
to its Advances, Bank of America shall have the same rights and powers under
this Agreement as any other Lender and may exercise such rights and powers as
though it were not the Administrative Agent or the Issuing Bank, and the terms
"Lender", "Lenders", "Lender Party" and "Lender Parties" include Bank of America
in its individual capacity.

                  SECTION 8.09. Successor Administrative Agent. The
Administrative Agent may, and at the request of the Required Lenders shall,
resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent resigns under this Agreement, the Required Lenders shall
appoint from among the Lenders a successor administrative agent for the Lenders
which successor administrative agent shall be consented to by the Borrower at
all times other than during the existence of an Event of Default (which consent
of the Borrower shall not be unreasonably withheld or delayed). If no successor
administrative agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after
consulting with the Lenders and the Borrower, a successor administrative agent
from among the Lenders. Upon the acceptance of its appointment as successor
administrative agent hereunder, such successor administrative agent shall
succeed to all the rights, powers and duties of the retiring Administrative
Agent and the term "Administrative Agent" shall mean such successor
administrative agent and the retiring Administrative Agent's appointment, powers
and duties as Administrative Agent shall be terminated. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article VIII and Sections 9.04 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Administrative
Agent under this Agreement. If no successor administrative agent has accepted
appointment as Administrative Agent by the date which is 30 days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become effective
and the Lenders shall perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above. Notwithstanding the foregoing, however, Bank of
America may not be removed as Administrative Agent at the request of the
Required Lenders unless Bank of America shall also simultaneously be replaced
and fully released as "Issuing Bank" and "Swing Line Bank" hereunder pursuant to
documentation in form and substance reasonably satisfactory to Bank of America.

                  SECTION 8.10. Other Agents. None of the Lenders identified on
the facing page or signature pages of this Agreement as a "syndication agent" or
"documentation agent" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lender Parties as such. Without limiting the foregoing, none of the Lender
Parties so identified shall have or be deemed to have any fiduciary relationship
with any


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Lender Party. Each Lender Party acknowledges that it has not relied, and will
not rely, on any of the Lender Parties so identified in deciding to enter into
this Agreement or in taking or not taking action hereunder.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement or the Notes or any other Loan Document, nor consent
to any departure by any Loan Party therefrom, shall in any event be effective
unless the same shall be in writing and signed (or, in the case of the
Collateral Documents, consented to) by the Required Lenders, and any 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 (other than
any Lender Party that is, at such time, a Defaulting Lender), do any of the
following at any time: (i) waive any of the conditions specified in Section 3.01
or, in the case of the Initial Extension of Credit, Section 3.02, (ii) change
the number of Lenders or the percentage of (x) the Commitments, (y) the
aggregate unpaid principal amount of the Advances or (z) the aggregate Available
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, (iii) reduce or
limit the obligations of all or substantially all of the Guarantors under
Section 7.01 or release such Guarantors or otherwise limit such Guarantors'
liability with respect to the Obligations owing to the Agents and the Lender
Parties, (iv) release all or substantially all of the Collateral in any
transaction or series of related transactions or permit the creation,
incurrence, assumption or existence of any Lien all or substantially all of the
Collateral in any transaction or series of related transactions to secure any
Obligations other than Obligations owing to the Secured Parties under the Loan
Documents, or (v) amend Section 2.13 or this Section 9.01 and (b) no amendment,
waiver or consent shall, unless in writing and signed by the Required Lenders
and each Lender (other than any Lender that is, at such time, a Defaulting
Lender) that has a Commitment under the Term A Facility, Term B Facility,
Tranche A Revolving Credit Facility or Interim Revolving Credit Facility if such
Lender is directly affected by such amendment, waiver or consent, (i) increase
the Commitments of such Lender, (ii) reduce the principal of, or interest on,
the Notes held by such Lender or any fees or other amounts payable hereunder to
such Lender, (iii) postpone any date fixed for any payment of principal of, or
interest on, the Notes held by such Lender or any fees or other amounts payable
hereunder to such Lender, or (iv) change the order of application as between the
Facilities of any prepayment set forth in Section 2.06 in any manner that
materially affects such Lender; provided further that no amendment, waiver or
consent shall, unless in writing and signed by the Swing Line Bank or the
Issuing Bank, 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 Bank or of
the Issuing Bank, as the case may be, under this Agreement; and provided further
that no amendment, waiver or consent shall, unless in writing and signed by an
Agent in addition to the Lenders required above to take such action, affect the
rights or duties of such Agent under this Agreement or the other Loan Documents.
The Borrower shall be entitled to rely upon the execution and delivery by the
Administrative Agent of any amendment, waiver, consent, release or other
modification of or under this Agreement or any other Loan Document as conclusive
evidence that such amendment,


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waiver, consent, release or other modification has been approved by all Secured
Parties under this Section 9.01.

                  SECTION 9.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including
telegraphic, telecopy or e-mail communication) and mailed, telegraphed,
telecopied, telexed or delivered, if to the Borrower, at its address at 5215
North O'Connor Blvd., Suite 1600, Irving, TX 75039, Attention: Chief Executive
Officer with a copy to Akin, Gump, Strauss, Hauer & Feld, L.L.P., 1700 Pacific
Avenue, Suite 4100. Dallas, Texas 75201, Attention: J. Kenneth Menges, Jr.,
P.C.; if to any Initial Lender Party, at its Domestic Lending Office specified
opposite its name on Schedule I hereto; if to any other Lender Party, at its
Domestic Lending Office specified in the Assignment and Acceptance pursuant to
which it became a Lender Party; if to the Collateral Agent or to the
Administrative Agent, at its address at Bank of America N.A., 101 North Tryon,
Charlotte, NC 28255, Tel: (704) 386-9371; Fax: (704) 409-0023, Attention: Rita
Quesaba-Rodgers; or, as to the Borrower or, the Collateral Agent or
Administrative Agent, at such other address as shall be designated by such party
in a written notice to the other parties and, as to each other party, at such
other address as shall be designated by such party in a written notice to the
Borrower and the Administrative Agent. All such notices and other communications
shall, when mailed, overnight delivery, telegraphed, telecopied or e-mailed, be
effective when deposited in the mails, the next Business Day in the case of
overnight delivery, delivered to the telegraph company, transmitted by
telecopier or confirmed by e-mail reply, respectively, except that notices and
communications to any Agent pursuant to Article II, III or VII shall not be
effective until received by such Agent. Delivery by telecopier of an executed
counterpart of any amendment or waiver of any provision of this Agreement or the
Notes or of any Exhibit hereto to be executed and delivered hereunder shall be
effective as delivery of an original executed counterpart thereof.

                  SECTION 9.03. No Waiver; Remedies. No failure on the part of
any Lender Party or any Agent to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

                  SECTION 9.04. Costs and Expenses. (a) The Borrower agrees to
pay on demand (i) all reasonable costs and expenses of each Agent in connection
with the preparation, execution, delivery, administration, modification and
amendment of the Loan Documents (including, without limitation, (A) all
reasonable due diligence, collateral review, syndication, transportation,
duplication, appraisal, audit (as approved by the Borrower (such approval not to
be unreasonably withheld)), insurance (as approved by the Borrower (such
approval not to be unreasonably withheld)), consultant (as approved by the
Borrower (such approval not to be unreasonably withheld)), search, filing and
recording fees and expenses and (B) the reasonable fees and expenses of one New
York counsel for all the Agents with respect thereto, with respect to advising
such Agent as to its rights and responsibilities, or the perfection, protection
or preservation of rights or interests, under the Loan Documents, with respect
to negotiations with any Loan Party or with other creditors of any Loan Party or
any of its Subsidiaries arising out of any Default or any events or
circumstances that may give rise to a Default and with respect to presenting
claims in or otherwise participating in or monitoring any bankruptcy, insolvency
or other similar proceeding involving creditors' rights generally and any
proceeding ancillary



                                      112
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thereto) and (ii) all reasonable costs and expenses of each Agent and each
Lender Party in connection with the enforcement of the Loan Documents
(including, without limitation, any restructuring or work-out of the Debt under
the Loan Documents), whether in any action, suit or litigation, or any
bankruptcy, insolvency or other similar proceeding affecting creditors' rights
generally (including, without limitation, the reasonable fees and expenses of
counsel for the Administrative Agent and each Lender Party with respect
thereto).


                  (b) Whether or not the transactions contemplated hereby are
consummated, the Borrower agrees to indemnify, save and hold harmless each
Agent-Related Person, each Lender and their respective Affiliates, directors,
officers, employees, counsel, agents and attorneys-in-fact (collectively the
"INDEMNITEES") from and against any of the following (each, a "CLAIM"): (i) any
and all claims, demands, actions or causes of action that are asserted against
any Indemnitee by any Person (other than the Administrative Agent or any Lender)
relating directly or indirectly to a claim, demand, action or cause of action
that such Person asserts or may assert against any Loan Party, any Affiliate of
any Loan Party or any of their respective officers or directors; (ii) any and
all claims, demands, actions or causes of action that may at any time (including
at any time following repayment of the Obligations and the resignation or
removal of the Administrative Agent or the replacement of any Lender) be
asserted or imposed against any Indemnitee, arising out of or relating to, the
Loan Documents, any predecessor loan documents, the Commitments, the use or
contemplated use of the proceeds of any Borrowing or issuance of any Letter of
Credit, or the relationship of any Loan Party, the Administrative Agent and the
Lenders under this Agreement or any other Loan Document; (iii) any
administrative or investigative proceeding by any governmental or regulatory
authority arising out of or related to a claim, demand, action or cause of
action described in subsection (i) or (ii) above; and (iv) any and all
liabilities (including liabilities under indemnities), losses, costs or expenses
(including reasonable attorney costs) that any Indemnitee suffers or incurs as a
result of the assertion of any foregoing claim, demand, action, cause of action
or proceeding, or as a result of the preparation of any defense in connection
with any foregoing claim, demand, action, cause of action or proceeding, in all
cases, whether or not arising out of the negligence of an Indemnitee, and
whether or not an Indemnitee is a party to such claim, demand, action, cause of
action or proceeding (all the foregoing, collectively, the "INDEMNIFIED
LIABILITIES"); provided that no Indemnitee shall be entitled to indemnification
for (1) any Claim caused by its own gross negligence or willful misconduct or by
the gross negligence or willful misconduct of any such Indemnitee's Affiliates,
directors, officers, employees, counsel, agents or attorneys-in-fact or any
other Indemnitee, (2) any Claim asserted against it by another Indemnitee or a
stockholder thereof, or (3) any Claim arising out of ownership, use of operation
of real or personal property after the date on which the Borrower or any other
Loan Party conveyed to an unrelated third party all of the Borrower's or other
such Loan Party's rights, titles and interests to such property. The agreements
in this Section shall survive the termination of the Commitments and repayment
of all the other Obligations.

                  (c) If any payment of principal of, or Conversion of, any
Eurodollar Rate Advance is made by the Borrower to or for the account of a
Lender Party other than on the last day of the Interest Period for such Advance,
as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or
2.10(d), acceleration of the maturity of the Notes pursuant to Section 6.01 or
for any other reason, or if the Borrower fails to make any payment or prepayment
of an Advance for which a notice of prepayment has been given or that is
otherwise required to


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<PAGE>   119

be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the
Borrower shall, upon demand by such Lender Party (with a copy of such demand to
the Administrative Agent), pay to the Administrative Agent for the account of
such Lender Party any amounts certified in reasonable detail by such Lender as
required to compensate such Lender Party 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 (including loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by any Lender Party to fund or maintain such Advance.

                  (d) If any Loan Party fails to pay when due any costs,
expenses or other amounts payable by it under any Loan Document, including,
without limitation, fees and expenses of counsel and indemnities, such amount
may, with the consent of the Borrower, be paid on behalf of such Loan Party by
the Administrative Agent or any Lender Party, in its sole discretion.

                  (e) Without prejudice to the survival of any other agreement
of any Loan Party hereunder or under any other Loan Document, the agreements and
obligations of the Borrower contained in Sections 2.10 and 2.12 and this Section
9.04 shall survive the payment in full of principal, interest and all other
amounts payable hereunder and under any of the other Loan Documents.

                  SECTION 9.05. Right of Set-off. Upon (a) the occurrence and
during the continuance of any Event of Default and (b) the making of the request
or the granting of the consent specified by Section 6.01 to authorize the
Administrative Agent to declare the Notes due and payable pursuant to the
provisions of Section 6.01, each Agent and each Lender Party and each of their
respective Affiliates is hereby authorized at any time and from time to time, to
the fullest extent permitted by law, to set off and otherwise apply any and all
deposits (general or special, time or demand, provisional or final, but
excluding deposits held by the Borrower in a fiduciary capacity for others) at
any time held and other indebtedness at any time owing by such Agent, such
Lender Party or such Affiliate to or for the credit or the account of the
Borrower against any and all of the Obligations of the Borrower now or hereafter
existing under the Loan Documents, irrespective of whether such Agent or such
Lender Party shall have made any demand under this Agreement or such Note or
Notes and although such Obligations may be unmatured. Each Agent and each Lender
Party agrees promptly to notify the Borrower after any such set-off and
application; provided, however, that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of each Agent
and each Lender Party and their respective Affiliates under this Section are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Agent, such Lender Party and their respective
Affiliates may have.

                  SECTION 9.06. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower and each Agent and
the Administrative Agent shall have been notified by each Initial Lender Party
that such Initial Lender Party has executed it and thereafter shall be binding
upon and inure to the benefit of the Borrower, each Agent and each Lender Party
and their respective successors and assigns, except that the Borrower shall not
have


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the right to assign its rights hereunder or any interest herein without the
prior written consent of the Lender Parties.

                  SECTION 9.07. Assignments and Participations. (a) Each Lender
may (in the ordinary course of its business and in accordance with applicable
law) assign to one or more Eligible Assignees all or a portion of its rights or
obligations under this Agreement (including, without limitation, all or a
portion of its Commitment or Commitments, the Advances owing to it and the Note
or Notes held by it); provided, however, that (i) each such assignment shall be
of a uniform, and not a varying, percentage of all rights or obligations under
and in respect of one or more Facilities, (ii) except in the case of an
assignment to a Person that, immediately prior to such assignment, was a Lender,
an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of
all of a Lender's rights and obligations under this Agreement, the aggregate
amount of the Commitments being assigned to such Eligible Assignee pursuant to
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $2.5 million (or, in
the case of each Term Facility, $1 million) (treating assignments to two or more
Approved Funds as one assignment for purposes of the minimum amounts), (iii)
each such assignment shall be to an Eligible Assignee, and (iv) the parties to
each such assignment shall execute and deliver to the Administrative Agent (and
to the Borrower if its consent is required pursuant to the terms hereof), for
its acceptance and recording in the Register, an Assignment and Acceptance,
together with any Note or Notes subject to such assignment and a processing and
recordation fee of $3,500 (with only one such fee payable in connection with
simultaneous assignments to Approved Funds) (which fee may be waived by the
Administrative Agent).

                  (b) Notwithstanding anything to the contrary contained herein,
any Bank (a "GRANTING BANK") may grant to a special purpose funding vehicle (a
"SPC"), identified as such in writing from time to time by the Granting Bank to
the Administrative Agent and the Borrower, the option to provide to the Borrower
all or any part of any Advance that such Granting Bank would otherwise be
obligated to make to the Borrower pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to make any Advance,
(ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Advance, the Granting Bank shall be obligated to make
such Advance pursuant to the terms hereof. The making of an Advance by an SPC
hereunder shall utilize the Commitment of the Granting Bank to the same extent,
and as if, such Advance were made by such Granting Bank. Each party hereto
hereby agrees that no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the
Granting Bank). In furtherance of the foregoing, each party hereto hereby agrees
(which agreement shall survive the termination of this Agreement) that, prior to
the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will
not institute against, or join any other person in instituting against, such SPC
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary contained in this Section
9.07 Section 9.07, any SPC may (i) with notice to, but without the prior written
consent of, the Borrower and the Administrative Agent and without paying any
processing fee therefor, assign all or a portion of its interests in any
Advances to the Granting Bank or to any financial institutions (consented to by
the Borrower and Administrative Agent) providing liquidity and/or credit support
to or for the


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<PAGE>   121

account of such SPC to support the funding or maintenance of Advances and (ii)
disclose on a confidential basis any non-public information relating to its
Advances to any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPC. This section
may not be amended without the written consent of the SPC.

                  (c) Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in such Assignment and Acceptance,
(i) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender or
Issuing Bank, as the case may be, hereunder and (ii) the Lender or Issuing Bank
assignor thereunder shall, to the extent that rights and obligations hereunder
have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights (other than its rights under Sections 2.10, 2.12 and 9.04 to the
extent any claim thereunder relates to an event arising prior to such
assignment) and be released from its obligations (other than under Sections 9.10
and 9.11 hereof) under this Agreement to the extent the assignee expressly
assumes such obligations (and, in the case of an Assignment and Acceptance
covering all of the remaining portion of an assigning Lender's or Issuing Bank's
rights and obligations under this Agreement, such Lender or Issuing Bank shall
cease to be a party hereto). Notwithstanding the foregoing, no assignee, which
as of the date of any assignment to it pursuant to Subsection 9.07(a) would be
entitled to receive any greater payment under Section 2.10 or 2.12 than the
assigning Lender would have been entitled to receive as of such date under such
sections with respect to the rights assigned, shall be entitled to receive such
payments unless the Borrower has expressly consented in writing to waive the
benefit of this provision at the time of the assignment.

                  (d) By executing and delivering an Assignment and Acceptance,
each Lender Party assignor thereunder and each assignee thereunder confirm to
and agree with each other and the other parties thereto and hereto as follows:
(i) other than as provided in such Assignment and Acceptance, such assigning
Lender Party makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with any Loan Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; (ii) such assigning Lender Party makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Loan Party or the performance or observance by any
Loan Party of any of its obligations under any Loan Document or any other
instrument or document furnished pursuant thereto; (iii) such assignee confirms
that it has received a copy of this Agreement, together with copies of the
financial statements referred to in Section 4.01 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon any Agent, such assigning Lender Party
or any other Lender Party and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement; (v) such assignee confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes each
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under the Loan Documents as are delegated to such Agent by the terms
hereof and thereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it


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<PAGE>   122

will perform in accordance with their terms all of the obligations that by the
terms of this Agreement are required to be performed by it as a Lender or
Issuing Bank, as the case may be.

                  (e) The Administrative Agent, acting for this purpose (but
only for this purpose) as the agent of the Borrower, shall maintain at its
address referred to in Section 9.02 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Lender Parties and the Commitment under each Facility of,
and principal amount of the Advances owing under each Facility to, each Lender
Party from time to time (the "REGISTER"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Agents and the Lender Parties shall treat each Person whose name
is recorded in the Register as a Lender Party hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Borrower or any
Agent or any Lender Party at any reasonable time and from time to time upon
reasonable prior notice.

                  (f) Notwithstanding anything in this Agreement to the
contrary, no assignment under Section 9.07(a) of any rights or obligations under
this Agreement shall be effective unless and until the Administrative Agent
shall have recorded the assignment pursuant to Section 9.07(e). Upon its receipt
of an Assignment and Acceptance executed by an assigning Lender Party and an
assignee (and, if required, the Borrower), the Administrative Agent shall, if
such Assignment and Acceptance has been completed and is in substantially the
form of Exhibit C hereto, (i) promptly accept such Assignment and Acceptance,
(ii) on the effective date thereof determined pursuant thereto record the
information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower and each other Agent. In the case of any assignment by a
Lender, within five Business Days after its receipt of such notice, the
Borrower, at its own expense, shall, if requested, execute and deliver to the
Administrative Agent in exchange for the surrendered Note or Notes a new Note to
the order of such Eligible Assignee in an amount equal to the Commitment assumed
by it under each Facility pursuant to such Assignment and Acceptance and, if any
assigning Lender has retained a Commitment hereunder under such Facility, a new
Note to the order of such assigning Lender in an amount equal to the Commitment
retained by it hereunder. Such new Note or Notes shall be in an aggregate
principal amount equal to the aggregate principal amount of such surrendered
Note or Notes, shall be dated the effective date of such Assignment and
Acceptance and shall otherwise be in substantially the form of Exhibit A-1, A-2
or A-3 hereto, as the case may be. The assigning Lender shall surrender any
Notes held by it to the Administrative Agent, and the Administrative Agent will
return such notes to the Borrower, marked "cancelled."

                  (g) The Issuing Bank may (in the ordinary course of its
business and in accordance with applicable law, with the consent of the
Borrower) assign to an Eligible Assignee all of its rights and obligations under
the undrawn portion of its Letter of Credit Commitment at any time; provided,
however, that (i) each such assignment shall be to an Eligible Assignee and (ii)
the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with a processing and recordation fee of
$3,500.

                  (h) Each Lender Party may (in the ordinary course of its
business and in accordance with applicable law) sell participations to one or
more Persons (other than any Loan


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<PAGE>   123

Party or any of its Affiliates) in or to all or a portion of its rights and
obligations under this Agreement (including, without limitation, all or a
portion of its Commitments, the Advances owing to it and the Note or Notes (if
any) held by it); provided, however, that (i) such Lender Party's obligations
under this Agreement (including, without limitation, its Commitments) shall
remain unchanged, (ii) such Lender Party shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) such Lender
Party shall remain the holder of any such Note for all purposes of this
Agreement, (iv) the Borrower, the Agents and the other Lender Parties shall
continue to deal solely and directly with such Lender Party in connection with
such Lender Party's rights and obligations under this Agreement and (v) no
participant under any such participation shall have any right to approve any
amendment or waiver of any provision of any Loan Document, or any consent to any
departure by any Loan Party therefrom, except to the extent that such amendment,
waiver or consent would reduce the principal of, or interest on, the Notes or
any fees payable hereunder, in each case to the extent subject to such
participation, postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees payable hereunder, in each case to the extent
subject to such participation, increase any Commitment hereunder, postpone the
scheduled expiration date of any Commitment hereunder or release all or
substantially all of the Collateral.

                  (i) Any Lender Party may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
9.07, disclose to the assignee or participant or proposed assignee or
participant, subject to Section 9.10, any information relating to the Borrower
furnished to such Lender Party by or on behalf of the Borrower under this
Agreement or in connection with such Lender Party's credit evaluation of the
Borrower; provided, however, that, prior to any such disclosure, the assignee or
participant or proposed assignee or participant shall agree to preserve the
confidentiality of any Confidential Information received by it from such Lender
Party in accordance with Section 9.10.

                  (j) Notwithstanding any other provision set forth in this
Agreement, any Lender Party may at any time create a security interest in all or
any portion of its rights under this Agreement (including, without limitation,
the Advances owing to it and the Note or Notes held by it) in favor of any
Federal Reserve Bank in accordance with Regulation A of the Board of Governors
of the Federal Reserve System.

                  SECTION 9.08. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of an original executed
counterpart of this Agreement.

                  SECTION 9.09. No Liability of the Issuing Bank. The Borrower
assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. Neither
the Issuing Bank nor any of its officers or directors shall be liable or
responsible for: (a) the use that may be made of any Letter of Credit or any
acts or omissions of any beneficiary or transferee in connection therewith; (b)
the validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by the


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Issuing Bank against presentation of documents that do not comply with the terms
of a Letter of Credit, including failure of any documents to bear any reference
or adequate reference to the Letter of Credit; or (d) any other circumstances
whatsoever in making or failing to make payment under any Letter of Credit,
except that the Borrower shall have a claim against the Issuing Bank, and the
Issuing Bank shall be liable to the Borrower, to the extent of any direct, but
not consequential, damages suffered by the Borrower that the Borrower proves
were caused by (i) the Issuing Bank's willful misconduct or gross negligence as
determined in a final, non-appealable judgment by a court of competent
jurisdiction in determining whether documents presented under any Letter of
Credit comply with the terms of the Letter of Credit or (ii) the Issuing Bank's
willful failure to make lawful payment under a Letter of Credit after the
presentation to it of a draft and certificates strictly complying with the terms
and conditions of the Letter of Credit. In furtherance and not in limitation of
the foregoing, the Issuing Bank may accept documents that appear on their face
to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary.

                  SECTION 9.10. Confidentiality; Use. Each of the Agents and the
Lender Parties agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential); (b) to the
extent requested by any regulatory authority; (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process; (d)
to any other party to this Agreement; (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder; (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any Eligible
Assignee of or participant in, or any prospective Eligible Assignee of or
participant in, any of its rights or obligations under this Agreement or (ii)
any direct or indirect contractual counterparty or prospective counterparty (or
such contractual counterparty's or prospective counterparty's professional
advisor) to any credit derivative transaction relating to obligations of the
Borrower; (g) with the consent of the Borrower; (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a nonconfidential basis from a source other than the Borrower (which source
is not known by such Agent or Lender to be in breach of a confidentially
obligation); or (i) to the National Association of Insurance Commissioners or
any other similar organization or any nationally recognized rating agency that
requires access to information about a Lender's or its Affiliates' investment
portfolio in connection with ratings issued with respect to such Lender or its
Affiliates provided, that in the case of preceding clauses (b) and (c), such
Agent or such Lender Party shall, to the extent legally permissible, notify the
Borrower of the proposed disclosure as far in advance as is reasonably
practicable under the circumstances and take steps reasonably requested by the
Borrower to minimize any such disclosure. For the purposes of this Section,
"INFORMATION" means all information received from the Borrower relating to the
Borrower or its business, other than any such information that is available to
the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided that, in the case of information received
from the Borrower after the date hereof, such information is clearly identified
in writing at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in


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this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information. Each Person receiving Information provided by or on
behalf of the Borrower (i) acknowledges its obligation not to deal in securities
of the Borrower when in possession of material non-public information and agrees
to refrain from any such dealing that would violate applicable law, rule or
regulation and (ii) agrees that it will use such information solely in
connection with administering its rights under the Loan Documents.

                  SECTION 9.11. Release of Collateral. Upon the sale, lease,
transfer or other disposition of any item of Collateral of any Loan Party
(including, without limitation, as a result of the sale, in accordance with the
terms of the Loan Documents, of the Loan Party that owns such Collateral) in
accordance with the terms of the Loan Documents, the Collateral Agent will, at
the Borrower's expense, execute and deliver to such Loan Party such documents as
such Loan Party may reasonably request to evidence the release of such item of
Collateral from the assignment and security interest granted under the
Collateral Documents in accordance with the terms of the Loan Documents.

                  SECTION 9.12. Jurisdiction, Etc. (a) Each of the parties
hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any of the other Loan Documents to which it is a
party, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in any such
New York State court or, to the fullest extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any party may otherwise
have to bring any action or proceeding relating to this Agreement or any of the
other Loan Documents in the courts of any other jurisdiction.

                  (b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or any of the
other Loan Documents to which it is a party in any New York State or Federal
court. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.

                  SECTION 9.13. Governing Law. This Agreement and the Notes and
the rights and obligations of the parties under this Agreement and the Notes
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                  SECTION 9.14. Limitation on Interest. Notwithstanding any
other provision of this Agreement or any other Loan Document, interest on the
Advances is expressly limited so that in no contingency or event whatsoever,
whether by acceleration of the maturity of the


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Advances or otherwise, shall the interest contracted for, charged or received by
any Lender Party hereunder exceed the maximum amount permissible under
applicable law. If from any circumstances whatsoever fulfillment of any
provisions of this Agreement or of any other Loan Document evidencing, securing
or pertaining to the Obligations hereunder, at the time performance of such
provision shall be due, shall involve transcending the limit of validity
prescribed by law, then, ipso facto, the obligation to be fulfilled shall be
reduced to the limit of such validity, and if from any such circumstances such
Lender Party hereunder shall ever receive anything of value as interest or
deemed interest by applicable law under this Agreement or any other Loan
Document evidencing, securing or pertaining to the Obligations hereunder or
otherwise an amount that would exceed the highest lawful rate, such amount that
would be excessive interest shall be applied to the reduction of the principal
amount owing under this Agreement or on account of any other Obligation of any
Loan Party to the Lender Parties and not to the payment of interest, or if such
excessive interest exceeds the unpaid balance of principal under this Agreement
and such other Obligation, such excess shall be refunded to the appropriate Loan
Party. In determining whether or not the interest paid or payable with respect
to any Obligation of the Borrower or any other Loan Party to the Lender Parties
under any specific contingency, exceeds the highest lawful rate, the Borrower,
such Loan Party and the Lender Parties shall, to the maximum extent permitted by
applicable law, (a) characterize any non-principal payment as an expense, fee or
premium rather than as interest, (b) exclude voluntary prepayments and the
effects thereof, (c) amortize, prorate, allocate and spread the total amount of
interest throughout the full term of such indebtedness so that the actual rate
of interest on account of such indebtedness does not exceed the maximum amount
permitted by applicable law, and/or (d) allocate interest between portions of
such Obligations, to the end that no such portion shall bear interest at a rate
greater than that permitted by applicable law. The terms and provisions of this
paragraph shall control and supersede every other conflicting provision of this
Agreement and the other Loan Documents.

                  SECTION 9.15. Severability. The illegality or unenforceability
in any jurisdiction of any provision of this Agreement, or any instrument or
agreement required hereunder, shall not in any way affect or impair (i) the
legality or enforceability of the remaining provisions of this Agreement or any
instrument or agreement required hereunder and (ii) the legality or
enforceability of this Agreement or any instrument or agreement required
hereunder in any other jurisdiction.

                  SECTION 9.16. Waiver of Jury Trial. EACH OF THE BORROWER, THE
AGENTS AND THE LENDER PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE
ADVANCES, THE LETTERS OF CREDIT OR THE ACTIONS OF ANY AGENT OR ANY LENDER PARTY
IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


                                      121
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                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                 ADVANCE PARADIGM, INC.

                                 By:
                                    -------------------------------------------
                                    Title:

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


                                 By:
                                    -------------------------------------------
                                    Title:

                                 BANK ONE, N.A., as Documentation Agent


                                 By:
                                    -------------------------------------------
                                    Title:


                                 MERRILL LYNCH, PIERCE, FENNER & SMITH
                                 INCORPORATED, as Syndication Agent


                                 By:
                                    -------------------------------------------
                                    Title:



                                      122
<PAGE>   128


                         INITIAL LENDERS

                                 MERRILL LYNCH CAPITAL CORPORATION


                                 By:
                                    -------------------------------------------
                                    Title:


<PAGE>   129



                                 BANK ONE, N.A.


                                 By:
                                    -------------------------------------------
                                    Title:


<PAGE>   130



                                 CREDIT SUISSE FIRST BOSTON



                                 By:
                                    -------------------------------------------
                                    Title:



                                 By:
                                    -------------------------------------------
                                    Title:



<PAGE>   131



                                 GENERAL ELECTRIC CAPITAL CORPORATION


                                 By:
                                    -------------------------------------------
                                    Title:

<PAGE>   132



                                 FIRST UNION NATIONAL BANK


                                 By:
                                    -------------------------------------------
                                    Title:

<PAGE>   133



                                 BANK OF CHINA, NEW YORK BRANCH


                                 By:
                                    -------------------------------------------
                                    Title:

<PAGE>   134



                                 RAYMOND JAMES BANK, FSB


                                 By:
                                    -------------------------------------------
                                    Title:

<PAGE>   135



                                 CIBC INC.


                                 By:
                                    -------------------------------------------
                                    Title:

<PAGE>   136



                                 THE BANK OF NOVA SCOTIA



                                 By:
                                    -------------------------------------------
                                    Title:

<PAGE>   137



                                 ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN
                                 AG - NEW YORK


                                 By:
                                    -------------------------------------------
                                    Title:

<PAGE>   138



                                 INITIAL ISSUING BANK

                                 BANK OF AMERICA, N.A.



                                 By:
                                    -------------------------------------------
                                    Title:



<PAGE>   139



                              SUBSIDIARY GUARANTORS

                                 PCS HOLDING CORPORATION


                                 By:
                                    -------------------------------------------
                                 Title:

                                 PCS HEALTH SYSTEMS, INC.


                                 By:
                                    -------------------------------------------
                                 Title:


                                 CLINICAL PHARMACEUTICALS, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 PCS MAIL SERVICES, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 PCS SERVICES, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 PCS MAIL SERVICES OF
                                 BIRMINGHAM, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 PCS MAIL SERVICES OF FT. WORTH INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 PCS MAIL SERVICES OF SCOTTSDALE, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

<PAGE>   140

                                 ADV OPERATIONS, L.P.


                                 By:  Advance Paradigm, Inc.,
                                       its general partner
                                       By:
                                          -------------------------------------
                                       Title:

                                 ADVP MANAGEMENT, L.P.


                                 By: Advance Paradigm, Inc.,
                                       its general partner
                                       By:
                                          -------------------------------------
                                       Title:

                                 ADVANCE RX.COM, L.P.


                                 By: Advance Paradigm, Inc.,
                                       its general partner
                                       By:
                                          -------------------------------------
                                       Title:

                                 ADVP CONSOLIDATION, L.L.C.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 FOUNDATION HEALTH PHARMACEUTICALS, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 BAUMEL EISNER NEUROMEDICAL RESEARCH, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 FIRST FLORIDA INTERNATIONAL HOLDING, INC.


                                 By:
                                    -------------------------------------------
                                 Title:



                                       2

<PAGE>   141



                                 FFI RX MANAGED CARE, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 FIRST FLORIDA MANAGED CARE, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 INNOVATIVE MEDICAL RESEARCH, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 MATURE RX PLUS OF NEVADA, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 AMBULATORY CARE REVIEW SERVICES, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 PHOENIX COMMUNICATIONS INTERNATIONAL, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 INNOVATIVE PHARMACEUTICALS STRATEGIES, INC.


                                 By:
                                    -------------------------------------------
                                 Title:

                                 HMN HEALTH SERVICES, INC.


                                 By:
                                    -------------------------------------------
                                 Title:



                                       3
</TEXT>
</DOCUMENT>
