                                                                  EXECUTION COPY


                                  $400,000,000

                                CREDIT AGREEMENT

                                   dated as of

                                October 17, 2003

                                      among

                            DARDEN RESTAURANTS, INC.,
                                   as Borrower

                            The Banks Listed Herein,

                      SUNTRUST BANK, as Syndication Agent,

                 BANK OF AMERICA, N.A., as Documentation Agent,

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent


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

                         WACHOVIA CAPITAL MARKETS, LLC,
                        as Lead Arranger and Book Runner


<PAGE>





                                TABLE OF CONTENTS

                                                                           Page



ARTICLE I             DEFINITIONS............................................1
     SECTION 1.01          Definitions.......................................1
     SECTION 1.02          Accounting Terms and Determinations...............12
     SECTION 1.03          Terms Generally...................................12
     SECTION 1.04          Use of Defined Terms..............................12

ARTICLE II            THE CREDITS............................................12
     SECTION 2.01          Commitments to Make Loans.........................12
     SECTION 2.02          Method of Borrowing Loans.........................13
     SECTION 2.03          Continuation and Conversion Elections.............14
     SECTION 2.04          Notes.............................................15
     SECTION 2.05          Maturity of Loans.................................15
     SECTION 2.06          Interest Rates....................................15
     SECTION 2.07          Fees..............................................17
     SECTION 2.08          Optional Termination or Reduction of Commitments..18
     SECTION 2.09          Termination of Commitments........................18
     SECTION 2.10          Optional Prepayments..............................18
     SECTION 2.11          Mandatory Prepayments.............................19
     SECTION 2.12          General Provisions as to Payments.................19
     SECTION 2.13          Computation of Interest and Fees..................22

ARTICLE III           CONDITIONS TO BORROWINGS...............................22
     SECTION 3.01          Conditions to First Borrowing.....................22
     SECTION 3.02          Conditions to All Borrowings......................23
     SECTION 3.03          Determinations Under Section 3.01.................24

ARTICLE IV            REPRESENTATIONS AND WARRANTIES.........................24
     SECTION 4.01          Organization; Power; Qualification................24
     SECTION 4.02          Subsidiaries and Capitalization...................24
     SECTION 4.03          Authorization of Agreement, Loan Documents and
                                Borrowing....................................25
     SECTION 4.04          Compliance of Agreement, Loan Documents
                           and Borrowing with Laws, Etc......................25
     SECTION 4.05          Compliance with Law; Governmental Approvals.......25
     SECTION 4.06          Tax Returns and Payments..........................26
     SECTION 4.07          Intellectual Property Matters.....................26
     SECTION 4.08          Environmental Matters.............................26
     SECTION 4.09          ERISA.............................................26
     SECTION 4.10          Margin Stock......................................27
     SECTION 4.11          Government Regulation.............................27
     SECTION 4.12          Financial Statements..............................27
     SECTION 4.13          Title to Properties...............................27
     SECTION 4.14          Debt and Liens....................................28
     SECTION 4.15          Litigation........................................26

                                      - i -
<PAGE>

     SECTION 4.16          Absence of Defaults...............................28
     SECTION 4.17          Accuracy and Completeness of Information..........28
     SECTION 4.18          Insolvency........................................29
     SECTION 4.19          Insurance.........................................29

ARTICLE V             COVENANTS..............................................29
     SECTION 5.01          Financial Information and Notices.................29
     SECTION 5.02          Preservation of Corporate Existence and Related
                                Matters......................................32
     SECTION 5.03          Maintenance of Property...........................32
     SECTION 5.04          Insurance.........................................32
     SECTION 5.05          Accounting Methods and Financial Records..........32
     SECTION 5.06          Payment and Performance of Obligations............32
     SECTION 5.07          Compliance with Laws, Approvals and Agreements....33
     SECTION 5.08          Compliance with ERISA.............................33
     SECTION 5.09          Conduct of Business...............................33
     SECTION 5.10          Loans or Advances.................................33
     SECTION 5.11          Investments.......................................33
     SECTION 5.12          Visits and Inspections............................33
     SECTION 5.13          Limitations on Liens..............................34
     SECTION 5.14          Limitations on Mergers, Liquidations and Sales
                                of Assets....................................35
     SECTION 5.15          Certain Accounting Changes........................36
     SECTION 5.16          Change in Fiscal Year.............................36
     SECTION 5.17          Restrictive Agreements............................36
     SECTION 5.18          Acquisitions......................................36
     SECTION 5.19          Ratio of Consolidated Total Debt to Consolidated
                                Total Capitalization.........................36
     SECTION 5.20          Limitation on Priority Debt.......................36

ARTICLE VI            DEFAULTS...............................................36
     SECTION 6.01          Events of Default.................................36

ARTICLE VII           THE ADMINISTRATIVE AGENT...............................39
     SECTION 7.01          Appointment, Powers and Immunities................39
     SECTION 7.02          Reliance by Administrative Agent..................39
     SECTION 7.03          Defaults..........................................40
     SECTION 7.04          Rights of Administrative Agent and its
                                Affiliates as a Bank.........................40
     SECTION 7.05          Indemnification...................................40
     SECTION 7.06          CONSEQUENTIAL DAMAGES.............................40
     SECTION 7.07          Payee of Note Treated as Owner....................41
     SECTION 7.08          Non-Reliance on Administrative Agent and
                                Other Banks..................................41
     SECTION 7.09          Failure to Act....................................41
     SECTION 7.10          Resignation of Administrative Agent...............41
     SECTION 7.11          Other Agents......................................42

ARTICLE VIII          CHANGE IN CIRCUMSTANCES; COMPENSATION..................42
     SECTION 8.01          Basis for Determining Interest Rate Inadequate
                                or Unfair....................................42
     SECTION 8.02          Illegality........................................42
     SECTION 8.03          Increased Cost and Reduced Return.................43
     SECTION 8.04          Base Rate Loans Substituted for Affected
                                Euro-Dollar Loans............................44

                                      -ii-
<PAGE>

     SECTION 8.05          Compensation......................................45
     SECTION 8.06          Replacement of Banks..............................45

ARTICLE IX            MISCELLANEOUS..........................................46
     SECTION 9.01          Notices...........................................46
     SECTION 9.02          No Waivers........................................46
     SECTION 9.03          Expenses; Documentary Taxes; Indemnification......46
     SECTION 9.04          Setoffs; Sharing of Set-Offs......................48
     SECTION 9.05          Amendments and Waivers............................49
     SECTION 9.06          Independence of Covenants.........................50
     SECTION 9.07          Successors and Assigns............................50
     SECTION 9.08          Confidentiality...................................52
     SECTION 9.09          Representation by Banks...........................53
     SECTION 9.10          Obligations Several...............................53
     SECTION 9.11          Survival of Certain Obligations...................53
     SECTION 9.12          Governing Law.....................................53
     SECTION 9.13          Severability......................................53
     SECTION 9.14          Interest..........................................53
     SECTION 9.15          Interpretation....................................54
     SECTION 9.16          Arbitration; Waiver of Jury Trial.................54
     SECTION 9.17          Counterparts......................................55
     SECTION 9.18          Source of Funds - ERISA...........................55


Schedule 1.01              Commitments
Schedule 3.01              Calculation of Upfront Fees
Schedule 4.02              Material Subsidiaries
Schedule 4.08              Environmental Matters
Schedule 4.09              ERISA Disclosure
Schedule 4.14              Description of Debt and Liens
Schedule 4.15              Litigation


EXHIBIT A                  Form of Note
EXHIBIT B                  Form of Opinion of Counsel for the Borrower
EXHIBIT C                  Form of Closing Certificate
EXHIBIT D                  Form of Secretary's Certificate
EXHIBIT E                  Form of Officer's Compliance Certificate
EXHIBIT F                  Form of Assignment and Acceptance
EXHIBIT G                  Form of Notice of Borrowing
EXHIBIT H                  Form of Notice of Continuation or Conversion


                                     -iii-
<PAGE>


                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT dated as of October 17, 2003 among DARDEN
RESTAURANTS, INC., a Florida corporation, the BANKS party hereto, and WACHOVIA
BANK, NATIONAL ASSOCIATION, as Administrative Agent.

         The parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.01 Definitions.  The terms as defined in this Section 1.01 shall,
for all purposes of this  Agreement and any amendment  hereto  (except as herein
otherwise expressly provided or unless the context otherwise requires), have the
meanings set forth herein:

     "Acquisition"  means any transaction  pursuant to which the Borrower or any
of its Subsidiaries,  directly or indirectly, in its own name or by or through a
nominee or an agent (a) acquires  equity  Securities  (or  warrants,  options or
other rights to acquire such  Securities)  of any Person other than the Borrower
or any Person  which is not then a  Subsidiary  of the  Borrower,  pursuant to a
solicitation of tenders therefor,  or in one or more negotiated block, market or
other  transactions not involving a tender offer, or a combination of any of the
foregoing,  or (b) makes any Person a Subsidiary of the Borrower,  or causes any
Person  other than a  Subsidiary  to be merged  into the  Borrower or any of its
Subsidiaries,  in any case  pursuant  to a  merger,  purchase  of  assets or any
reorganization  providing  for the  delivery  or issuance to the holders of such
Person's then outstanding Securities,  in exchange for such Securities,  of cash
or  Securities  of the  Borrower or any of its  Subsidiaries,  or a  combination
thereof,  or (c) purchases all or substantially all of the business or assets of
any Person.

     "Adjusted  London  Interbank  Offered  Rate" has the  meaning  set forth in
Section 2.06(c).

     "Administrative  Agent"  means  Wachovia  Bank,  National  Association,   a
national  banking  association  organized under the laws of the United States of
America,  in its capacity as Administrative  Agent for the Banks hereunder,  and
its successors and permitted assigns in such capacity.

     "Affiliate"  of any Person means (i) any other Person  which  directly,  or
indirectly through one or more  intermediaries,  controls such Person,  (ii) any
other Person which directly,  or indirectly through one or more  intermediaries,
is controlled by or is under common control with such Person, or (iii) any other
Person of which such Person  owns,  directly or  indirectly,  20% or more of the
common stock or equivalent equity interests.  As used herein, the term "control"
means  possession,  directly or indirectly,  of the power to direct or cause the
direction  of the  management  or  policies  of a Person,  whether  through  the
ownership of voting securities, by contract or otherwise.

     "Administrative  Agent's  Letter  Agreement"  means,  collectively,   those
certain letter agreements, each dated as of August 19, 2003, among the Borrower,
the Administrative  Agent and the Lead Arranger relating to the structure of the
Loans,  and  certain  fees  from time to time  payable  by the  Borrower  to the
Administrative  Agent and the Lead  Arranger,  together with all  amendments and
modifications thereto.

<PAGE>


     "Administrative Questionnaire" means an administrative questionnaire in the
form  supplied  by the  Administrative  Agent to be  delivered  by a Bank to the
Administrative Agent.

     "Agreement" means this Credit  Agreement,  together with all amendments and
supplements hereto.

     "Applicable  Facility  Fee  Rate"  has the  meaning  set  forth in  Section
2.07(a).

     "Applicable  Law"  means  all  applicable   provisions  of   constitutions,
statutes,  rules, regulations and orders of all Governmental Authorities and all
orders and decrees of all courts and arbitrators.

     "Applicable  Utilization  Fee Rate" has the  meaning  set forth in  Section
2.07(b).

     "Applicable Margin" has the meaning set forth in Section 2.06(a).

     "Assignee" has the meaning set forth in Section 9.07(c).

     "Assignment and Acceptance" means an Assignment and Acceptance  executed in
accordance with Section 9.07(c) in the form attached hereto as Exhibit F.

     "Bank"  means each bank listed on the  signature  pages  hereof as having a
Commitment, and its successors and assigns.

     "Base  Rate"  means for any Base Rate Loan for any day,  the rate per annum
equal to the higher as of such day of (i) the Prime  Rate,  or (ii)  one-half of
one percent above the Federal Funds Rate. For purposes of  determining  the Base
Rate for any day,  changes in the Prime Rate or the Federal  Funds Rate shall be
effective on the date of each such change.

     "Base Rate Loan" means a Loan that bears or is to bear interest at a
rate based upon the Base Rate, and is to be made as a Base Rate Loan pursuant to
the applicable Notice of Borrowing, Notice of Continuation or Conversion,
Sections 2.01 and 2.02(f), or Article VIII, as applicable.

     "Borrower" means Darden Restaurants,  Inc., a Florida corporation,  and its
successors and permitted assigns.

     "Borrowing"  means a borrowing  hereunder  consisting  of Loans made to the
Borrower at the same time by the Banks  pursuant to Article II. A Borrowing is a
"Base  Rate  Borrowing"  if such  Loans  are Base Rate  Loans or a  "Euro-Dollar
Borrowing" if such Loans are Euro-Dollar Loans.

     "Capital  Lease" means a lease of any property  (whether real,  personal or
mixed) that should,  in accordance with GAAP,  appear on a Consolidated  balance
sheet of the  Borrower  and its  Consolidated  Subsidiaries  as a  liability  in
respect of such lease.

     "Capital  Stock" means any  nonredeemable  capital stock of the Borrower or
any  Consolidated  Subsidiary  (to the extent  issued to a Person other than the
Borrower), whether common or preferred.

                                      -2-
<PAGE>

     "CERCLA" means the Comprehensive  Environmental  Response  Compensation and
Liability Act, 42 U.S.C.  ss.9601 et seq. and its  implementing  regulations and
amendments.

     "Change of Law" shall have the meaning set forth in Section 8.02.

     "Closing Certificate" has the meaning set forth in Section 3.01(d).

     "Closing Date" means October 17, 2003.

     "Code"  means  the  Internal  Revenue  Code of  1986,  as  amended,  or any
successor  Federal  tax code,  and all rules and  regulations  from time to time
promulgated  thereunder,  whether  temporary  or  final.  Any  reference  to any
provision  of the Code shall also be deemed to be a reference  to any  successor
provision or provisions thereof.

     "Commitment"  means,  with  respect to each Bank,  (i) the amount set forth
opposite  the name of such Bank on Schedule  1.01,  or (ii) as to any Bank which
enters into an  Assignment  and  Acceptance  (whether as  transferor  Bank or as
Assignee  thereunder),  the amount of such Bank's Commitment after giving effect
to such  Assignment and  Acceptance,  in each case as such amount may be reduced
from time to time pursuant to Section 2.08. The initial aggregate  Commitment is
$400,000,000.00.

     "Consolidated"  means, when used with reference to financial  statements or
financial  statement  items of the  Borrower and its  Subsidiaries  or any other
Person,  such  statements or items on a  consolidated  basis in accordance  with
applicable principles of consolidation under GAAP.

     "Consolidated   Capitalized  Lease  Obligations"  means,  at  any  date  of
determination,  the aggregate  obligation  of the Borrower and its  Consolidated
Subsidiaries under Capital Leases.

     "Consolidated  Operating  Lease  Obligations"  means,  for  any  period  of
determination,  the aggregate  lease and rental  commitments of the Borrower and
its Consolidated Subsidiaries, on a Consolidated basis, which are not classified
as Consolidated Capitalized Lease Obligations hereunder.

     "Consolidated  Subsidiary" means at any date any Subsidiary or other entity
the accounts of which, in accordance with GAAP, would be Consolidated with those
of the Borrower in its Consolidated financial statements as of such date.

     "Consolidated  Total  Capitalization"  means  at any  date  the  sum of (a)
Stockholders' Equity, plus (b) Consolidated Total Debt.

     "Consolidated  Total Debt"  means,  with  respect to the  Borrower  and its
Consolidated Subsidiaries at any date of determination, the sum of the following
calculated on a Consolidated basis in accordance with GAAP: (a) all liabilities,
obligations and indebtedness of such Person for borrowed money including but not
limited to obligations  evidenced by bonds,  debentures,  notes or other similar
instruments,  (b) all  obligations  of such Person to pay the deferred  purchase
price of property or services  except  trade  payables  arising in the  ordinary
course of business,  (c) all Consolidated  Capitalized Lease Obligations of such
Person,  (d) all  liabilities,  obligations and indebtedness of any other Person
secured  by a Lien  on any  asset  of the  Borrower  or any of its

                                      -3-
<PAGE>

Consolidated  Subsidiaries,  (e) banker's  acceptances issued for the account of
such Person,  (f) the product of (i) 6.25  multiplied  by (ii) the  Consolidated
Operating  Lease  Obligations  of such  Person  for  the  four  Fiscal  Quarters
immediately  preceding  such date  (including  the Fiscal Quarter ending on such
date), (g) all net obligations with respect to Hedging Agreements and (h) to the
extent not included in clauses (a) through (g), all  guarantees  and  contingent
obligations  of such  Person in  respect of any  Consolidated  Total Debt of any
other Person,  provided that the amount of any such  guarantees  and  contingent
obligations  shall not, in any event,  exceed the amount which,  in light of the
facts and  circumstances,  represents the amount that can reasonably be expected
to become an actual or matured liability in accordance with GAAP.

     "Controlled  Group" means all members of a controlled group of corporations
and all trades or businesses  (whether or not incorporated) under common control
which,  together  with the  Borrower,  are  treated as a single  employer  under
Section 414 of the Code.

     "Debt Rating" means a public rating by the  respective  Rating  Agencies of
the Borrower's Senior Debt. If any Rating Agency is not providing public ratings
of the  Senior  Debt,  (a) the  Administrative  Agent  with the  consent  of the
Required Banks may substitute  another rating agency of national  reputation for
such  Rating  Agency  to  provide  a public  rating of the  Senior  Debt,  which
substituted  rating agency shall be a "Rating  Agency" within the meaning of the
definition  of such term set forth in this  Section,  or (b) if no other  rating
agency of national  reputation is providing  public  ratings of the Senior Debt,
the  Administrative  Agent may  request  that the  Borrower,  at the  Borrower's
expense,  obtain from such Rating Agency a private  credit rating for the Senior
Debt, and such private credit rating shall be such Rating  Agency's Debt Rating.
Upon receipt of such request,  the Borrower shall use its best efforts to obtain
as promptly as  practicable  from such Rating  Agency (or, if such Rating Agency
declines to provide a private  credit  rating,  from  another  rating  agency of
national reputation approved by the Administrative Agent with the consent of the
Required  Banks) a private credit rating for such purpose.  If the Borrower does
not have any Senior Debt,  the Debt Rating shall be determined on the basis of a
credit  rating,  made as aforesaid,  of the  Borrower's  obligations  under this
Agreement  and the  Notes.  In the  event  another  rating  agency  of  national
reputation is substituted for any Rating Agency, for purposes of determining the
Debt Rating of such  substitute  Rating Agency,  reference  shall be made to the
public debt rating levels of such substitute  Rating Agency that are most nearly
comparable  to the public debt rating levels of the Rating Agency for which such
substitute Rating Agency has been substituted.

     "Default"  means  any  condition  or event  which  constitutes  an Event of
Default  or which  with the  giving of  notice  or lapse of time or both  would,
unless cured or waived in writing, become an Event of Default.

     "Default  Rate" means,  with respect to any Loan, on any day, the sum of 2%
plus the then highest interest rate (including the Applicable  Margin) which may
be applicable to any Loans hereunder  (irrespective  of whether any such type of
Loans are actually outstanding hereunder).

     "DOL" means the United States Department of Labor and any successor Federal
agency having similar powers.

     "Dollars" or "$" means  dollars in lawful  currency of the United States of
America.

                                      -4-
<PAGE>


     "Domestic  Business  Day" means any day except a Saturday,  Sunday or other
day on which  commercial  banks in North  Carolina are authorized or required by
law to close.

     "Environmental  Laws" means any and all federal,  state,  local and foreign
statutes,  laws, regulations,  ordinances,  rules,  judgments,  orders, decrees,
permits,  concessions,   grants,  franchises,   licenses,  agreements  or  other
governmental   restrictions   relating  to  the  environment  or  to  emissions,
discharges  or releases of  pollutants,  contaminants,  petroleum  or  petroleum
products,  chemicals or industrial, toxic or hazardous substances or wastes into
the  environment,  including,  without  limitation,  ambient air, surface water,
groundwater  or land,  or  otherwise  relating to the  manufacture,  processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
pollutants,   contaminants,   petroleum  or  petroleum  products,  chemicals  or
industrial,  toxic or  hazardous  substances  or wastes or the clean-up or other
remediation thereof.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time, or any successor  law, and all rules and  regulations
from time to time  promulgated  thereunder.  Any  reference to any  provision of
ERISA  shall also be deemed to be a  reference  to any  successor  provision  or
provisions thereof.

     "Euro-Dollar  Business  Day"  means  any  Domestic  Business  Day on  which
dealings in Dollar deposits are carried out in the London interbank market.

     "Euro-Dollar Loan" means a Loan that bears or is to bear interest at a rate
based upon the  Adjusted  London  Interbank  Offered  Rate,  and to be made as a
Euro-Dollar  loan pursuant to a Notice of Borrowing or continued as or converted
into a Euro-Dollar  Loan  pursuant to a Notice of  Continuation  or  Conversion.
"Euro-Dollar Reserve Percentage" has the meaning set forth in Section 2.06(c).

     "Event of Default" has the meaning set forth in Section 6.01.

     "Existing Credit Agreement" means that certain Credit Agreement dated as of
October 29, 1999,  among the Borrower,  the lenders party thereto,  and Wachovia
Bank,  N.A., as  administrative  agent, as the same has been amended or modified
from time to time.

     "Foreign Bank" has the meaning set forth in Section 2.12(d).

     "Federal  Funds  Rate"  means,  for any day,  the rate per  annum  (rounded
upward,  if necessary,  to the next higher  1/100th 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 of New York on the Domestic  Business Day
next succeeding such day, provided that (i) if the day for which such rate is to
be  determined  is not a Domestic  Business Day, the Federal Funds Rate for such
day  shall be such  rate on such  transactions  on the next  preceding  Domestic
Business Day as so published on the next succeeding  Domestic  Business Day, and
(ii) if such rate is not so published  for any day,  the Federal  Funds Rate for
such day shall be the  average  rate  charged  to  Wachovia  on such day on such
transactions as determined by the Administrative Agent.

     "Fiscal Quarter" means any fiscal quarter of the Borrower.

- -5-
<PAGE>


     "Fiscal Year" means any fiscal year of the Borrower.

     "GAAP" means generally  accepted  accounting  principles applied on a basis
consistent  with those which, in accordance with Section 1.02, are to be used in
making the calculations for purposes of determining compliance with the terms of
this Agreement.

     "Governmental  Approvals" means all  authorizations,  consents,  approvals,
licenses and exemptions of,  registrations and filings with, and reports to, all
Governmental Authorities.

     "Governmental  Authority"  means any nation,  province,  state or political
subdivision  thereof,  and any  government or any Person  exercising  executive,
legislative,   regulatory  or  administrative  functions  of  or  pertaining  to
government,  and any  corporation or other entity owned or  controlled,  through
stock or capital  ownership  or  otherwise,  by any of the  foregoing.  The term
"Governmental Authority" shall include, without limitation, the IRS, the DOL and
any governmental  authority,  central bank or comparable agency charged with the
interpretation or administration of Applicable Laws.

     "Hazardous Materials" includes,  without limitation, (a) solid or hazardous
waste,  as defined in the Resource  Conservation  and  Recovery Act of 1980,  42
U.S.C.  ss.6901 et seq. and its implementing  regulations and amendments,  or in
any applicable state or local law or regulation,  (b) any "hazardous substance,"
"pollutant" or  "contaminant,"  as defined in CERCLA, or in any applicable state
or local law or  regulation,  (c) gasoline,  or any other  petroleum  product or
by-product,  including crude oil or any fraction thereof,  (d) toxic substances,
as defined in the Toxic  Substances  Control Act of 1976,  or in any  applicable
state  or  local  law  or  regulation  and  (e)  insecticides,   fungicides,  or
rodenticides, as defined in the Federal Insecticide,  Fungicide, and Rodenticide
Act of 1975, or in any applicable state or local law or regulation, as each such
Act, statute or regulation may be amended from time to time.

     "Hedging  Agreement"  means any agreement  with respect to an interest rate
swap,  collar,  cap,  floor or a  forward  rate  agreement  or  other  agreement
regarding the hedging of interest rate risk exposure executed in connection with
hedging  the  interest  rate  exposure  of  the  Borrower  (including,   without
limitation,  swap agreements as defined in 11 U.S.C. ss. 101) and any confirming
letter  executed  pursuant  to  such  hedging  agreement,   all  as  amended  or
supplemented from time to time.

     "Interest  Period" means with respect to each  Euro-Dollar  Borrowing,  the
period  commencing on the date of such  Borrowing and ending on the  numerically
corresponding day in the first, second, third or sixth month thereafter,  as the
Borrower may elect in the applicable Notice of Borrowing; provided that:

     (a) any Interest Period (subject to clause (c) below) which would otherwise
end on a day which is not a  Euro-Dollar  Business  Day shall be extended to the
next succeeding  Euro-Dollar  Business Day unless such Euro-Dollar  Business Day
falls in another calendar month, in which case such Interest Period shall end on
the next preceding Euro-Dollar Business Day;

     (b) any Interest Period which begins on the last  Euro-Dollar  Business Day
of a calendar month (or on a day for which there is no numerically corresponding
day in the

                                      -6-
<PAGE>

appropriate  subsequent calendar month) shall,  subject to clause (c) below, end
on the last  Euro-Dollar  Business Day of the  appropriate  subsequent  calendar
month; and

     (c) no Interest  Period may be selected which begins before the Termination
Date and would otherwise end after the Termination Date.

     "Investment"  means  any  investment  in any  Person,  whether  by means of
purchase or acquisition  of  obligations  or securities of such Person,  capital
contribution  to such Person,  loan or advance to such Person,  making of a time
deposit with such Person,  guarantee or  assumption  of any  obligation  of such
Person or otherwise.

     "Investment Policy" means the written investment policy of the Borrower, as
approved by the Chief Financial  Officer of the Borrower and in effect from time
to time, a copy of which (together with any changes  thereto) shall be delivered
by the Borrower to the Agent.

     "IRS" means the United States  Internal  Revenue  Service and any successor
Federal agency having similar powers.

     "Lead Arranger" means Wachovia Capital Markets, LLC and its successors.

     "Lending  Office" means, as to each Bank, its office located at its address
set  forth  on  the  Administrative  Questionnaire  as  completed  and  actually
delivered by such Bank to the Administrative  Agent or such other office as such
Bank may hereafter designate as its Lending Office by notice to the Borrower and
the Administrative Agent.

     "Lien" means, with respect to any asset, any mortgage, deed to secure debt,
deed  of  trust,  lien,  pledge,  charge,  security  interest,  security  title,
preferential  arrangement  which  has the  practical  effect of  constituting  a
security  interest  or  encumbrance,  servitude  or  encumbrance  of any kind in
respect of such asset.  For the purposes of this Agreement,  the Borrower or any
Subsidiary  shall be deemed  to own  subject  to a Lien any  asset  which it has
acquired  or holds  subject  to the  interest  of a vendor or  lessor  under any
conditional  sale agreement,  Capital Lease or other title  retention  agreement
relating to such asset.

     "Loan" means a Base Rate Loan or a Euro-Dollar Loan, and "Loans" means Base
Rate Loans or  Euro-Dollar  Loans,  or any or all of them,  as the context shall
require.

     "Loan  Documents"  means  this  Agreement,  the Notes,  any other  document
evidencing,  relating  to or  securing  the  Loans,  and any other  document  or
instrument  delivered from time to time in connection with this  Agreement,  the
Notes  or the  Loans,  as such  documents  and  instruments  may be  amended  or
supplemented from time to time; provided,  however,  that in no event shall such
term include Hedging Agreements.

     "London  Interbank  Offered  Rate" has the  meaning  set  forth in  Section
2.06(c).

     "Margin  Stock" means "margin  stock" as defined in Regulation T, U or X of
the Board of Governors of the Federal Reserve System,  as in effect from time to
time, together with all official rulings and interpretations issued thereunder.

                                      -7-
<PAGE>

     "Material Adverse Effect" means, with respect to any event, act,  condition
or occurrence of whatever  nature  (including any adverse  determination  in any
litigation,  arbitration, or governmental investigation or proceeding),  whether
singly or in conjunction with any other event or events, act or acts,  condition
or conditions,  occurrence or  occurrences,  whether or not related,  a material
adverse  change in, or a material  adverse effect upon, any of (a) the financial
condition, operations, business, properties or prospects of the Borrower and its
Consolidated  Subsidiaries  taken as a whole, (b) the rights and remedies of the
Administrative  Agent or the Banks under the Loan  Documents,  or the ability of
the Borrower to perform its obligations  under the Loan Documents to which it is
a party, as applicable,  or (c) the legality,  validity or enforceability of any
Loan Document.

     "Material   Subsidiary"  means,  at  any  time,  based  on  the  Borrower's
Consolidated balance sheet for its most recently ended Fiscal Quarter:

     (a) any  Subsidiary,  whether now owned or  hereafter  formed or  acquired,
whose total  assets at any time equal or exceed ten  percent  (10%) of the total
assets  of the  Borrower  and  its  Subsidiaries  as  shown  on  the  Borrower's
Consolidated  balance  sheet  for its  most  recent  Fiscal  Quarter  (any  such
Subsidiary  being referred to in this definition as a "First Tier  Subsidiary"),
and

     (b) if the  aggregate  total  revenues  and  the  aggregate  total  assets,
respectively,  of  all  First  Tier  Subsidiaries  shall  not  equal  or  exceed
seventy-five percent (75%) of the aggregate total revenues,  or of the aggregate
total  assets,  respectively,  of the Borrower and its  Subsidiaries,  then such
additional  Subsidiaries  (each a "Second Tier Subsidiary") as shall be required
so  that  the  aggregate   total  revenues  and  the  aggregate   total  assets,
respectively,  of all First Tier Subsidiaries and Second Tier Subsidiaries shall
equal or exceed (i)  seventy-five  percent  (75%) of the total  revenues  of the
Borrower and its Subsidiaries and (ii)  seventy-five  percent (75%) of the total
assets of the Borrower and its Subsidiaries,  each as shown on such Consolidated
balance  sheet;  provided,  that the  determination  of  whether  a Second  Tier
Subsidiary shall be a Material  Subsidiary shall be based upon the percentage of
the aggregate total assets of the Borrower and its  Subsidiaries  represented by
the total assets of such Second Tier Subsidiary,  with Second Tier  Subsidiaries
with  the  highest  such   percentage   first  being   considered   as  Material
Subsidiaries.

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

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

     "New Lending Office" has the meaning set forth in Section 2.12(d).

     "Note" means a promissory note of the Borrower,  substantially  in the form
of Exhibit A hereto,  evidencing  the  obligation  of the  Borrower to repay the
Loans  made  by  a  Bank,   together   with  all   amendments,   consolidations,
modifications, renewals and supplements thereto, and "Notes" means the Notes, or
any or all of them, as the context shall require.

     "Notice of Borrowing" has the meaning set forth in Section 2.02(a).

     "Notice of Continuation or Conversion" has the meaning set forth in
Section 2.03.

     "Officer's  Compliance  Certificate"  has the  meaning set forth in Section
5.01(b).

                                      -8-
<PAGE>


     "Participant" has the meaning set forth in Section 9.07(b).

     "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation  or any  entity
succeeding to any or all of its functions under ERISA.

     "Permitted  Acquisition"  means  any  Acquisition  (a) which is of a Person
engaged in the same,  similar or complementary  line or lines of business as the
Borrower or any Consolidated Subsidiaries or that allows the Borrower to achieve
vertical integration,  and (b) which has been approved by the Board of Directors
of the Person to be acquired in connection with such Acquisition.

     "Permitted  Investments"  means the aggregate amount of Investments made by
the Borrower and its Consolidated Subsidiaries pursuant to Section 5.11(iii).

     "Permitted  Loans and  Advances"  means the  aggregate  amount of loans and
advances  made by the Borrower  and its  Consolidated  Subsidiaries  pursuant to
Section 5.10.

     "Permitted  Transfers"  means the  aggregate  amount of assets  sold by the
Borrower and its Subsidiaries pursuant to Section 5.14(a).

     "Person" means an individual, a corporation, a limited liability company, a
partnership  (including without limitation,  a joint venture), an unincorporated
association,  a trust or any other entity or  organization,  including,  but not
limited  to,  a   government   or   political   subdivision   or  an  agency  or
instrumentality thereof.

     "Plan" means at any time an employee  pension benefit plan which is covered
by Title IV of ERISA or subject to the minimum  funding  standards under Section
412 of the Code and is either (i) maintained by a member of the Controlled Group
for employees of any member of the Controlled Group or (ii) maintained  pursuant
to a collective  bargaining  agreement or any other arrangement under which more
than one employer  makes  contributions  and to which a member of the Controlled
Group is then making or  accruing an  obligation  to make  contributions  or has
within the preceding five (5) plan years made contributions.

     "Pricing  Level" means the Pricing Level  corresponding  to the  applicable
Debt Rating as set forth below:

                  Pricing Level              Debt Rating (S&P/Moody's)

                  Level I..                  higher than BBB+/Baa1

                  Level II.                  equal to BBB+/Baa1

                  Level III                  equal to BBB/Baa2

                  Level IV                   lower than BBB/Baa2 or not rated

In the event that the Debt Ratings  issued by S&P and Moody's do not  correspond
to the same Pricing Level then the Pricing Level shall be based on the higher of
the two Debt  Ratings  unless one of the two Debt Ratings is two or more Pricing
Levels  lower  than the  other,  in which case

                                      -9-
<PAGE>

the  Pricing  Level shall be the Pricing  Level  immediately  above that for the
lower of the two Debt Ratings.  Adjustments,  if any, in the Pricing Level shall
be made by the  Administrative  Agent and shall be  effective on the fifth (5th)
Domestic  Business  Day after the earlier of (i)  receipt by the  Administrative
Agent  of  notice  of such  change  in Debt  Rating  or  (ii)  knowledge  of the
Administrative  Agent of such change in Debt Rating. The Pricing Level as of the
Closing Date is Level II.

     "Prime  Rate"  refers  to  that  interest  rate so  denominated  and set by
Wachovia from time to time as an interest rate basis for  borrowings.  The Prime
Rate is but one of several interest rate bases used by Wachovia.  Wachovia lends
at interest rates above and below the Prime Rate.

     "Priority  Debt"  means (a) any  Consolidated  Total  Debt of the  Borrower
secured by any Lien  permitted  pursuant to clause (m) of Section 5.13,  and (b)
any Consolidated Total Debt of any Consolidated Subsidiary;  provided,  however,
that Priority Debt shall not include (i) any Consolidated Total Debt owed by any
Subsidiary to the Borrower or any Wholly Owned Subsidiary, (ii) any Consolidated
Total Debt incurred to refinance any  Consolidated  Total Debt of any Subsidiary
outstanding on the Closing Date to the extent the amount of  Consolidated  Total
Debt so  incurred  is not in excess of the  amount of  Consolidated  Total  Debt
refinanced,   (iii)   Consolidated   Total  Debt   consisting  of  that  certain
$700,000,000  aggregate  indebtedness of GMRI, Inc., a Florida  corporation,  to
Darden Realty, Inc., a Maryland  corporation,  incurred on January 28, 1999, and
(iv) any amounts which would otherwise be included in Consolidated Total Debt in
respect of any  Subsidiary  under clause (f) of the  definition of  Consolidated
Total Debt set forth in this Section.

     "Quarterly  Payment  Date" means each March 31, June 30,  September  30 and
December  31,  or,  if any such day is not a  Domestic  Business  Day,  the next
succeeding Domestic Business Day.

     "Rating Agencies" means Moody's and S&P, and any rating agency  substituted
for  either  of the  foregoing  pursuant  to the  provisions  set  forth  in the
definition of the term "Debt Rating."

     "Redeemable Preferred Stock" of any Person means any preferred stock issued
by such  Person  which is at any time prior to the  Termination  Date either (i)
mandatorily  redeemable  (by sinking fund or similar  payments or  otherwise) or
(ii) redeemable at the option of the holder thereof.

     "Register" has the meaning set forth in Section 9.07(g).

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

     "Required  Banks"  means  at any time  Banks  having  more  than 50% of the
aggregate  amount of the  Commitments  or, if the  Commitments  are no longer in
effect,  Banks  holding  more than 50% of the  aggregate  outstanding  principal
amount of the Notes.

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

                                      -10-
<PAGE>


     "SEC" means the Securities and Exchange Commission or any successor agency.

     "Secretary's Certificate" has the meaning set forth in Section 3.01(e).

     "Senior Debt" means the long-term,  senior,  unsecured  indebtedness of the
Borrower the  creditworthiness  of which is not  supported  through  defeasance,
guarantees, credit enhancement or otherwise.

     "Stockholders'  Equity" means, at any time, the shareholders' equity of the
Borrower  and its  Consolidated  Subsidiaries,  as set forth or reflected on the
most recent  Consolidated  balance  sheet of the Borrower  and its  Consolidated
Subsidiaries  prepared in accordance  with GAAP,  but  excluding any  Redeemable
Preferred  Stock  of the  Borrower  or any  of  its  Consolidated  Subsidiaries.
Shareholders'  equity generally would include, but not be limited to (i) the par
or stated value of all outstanding  Capital Stock,  (ii) capital surplus,  (iii)
retained earnings, and (iv) various deductions such as (A) purchases of treasury
stock,  (B) valuation  allowances,  (C)  receivables  due from an employee stock
ownership  plan, (D) employee  stock  ownership  plan debt  guarantees,  and (E)
translation adjustments for foreign currency transactions.

     "Subsidiary"  means any corporation or other entity of which  securities or
other  ownership  interests  having ordinary voting power to elect a majority of
the board of directors or other persons  performing similar functions are at the
time directly or indirectly owned by the Borrower.

     "Taxes" has the meaning set forth in Section 2.12(c).

     "Termination Date" means October 17, 2008.

     "Test Amount" means, on any day, an amount equal to 30% of the consolidated
total assets of the Borrower and its  Consolidated  Subsidiaries  (determined in
accordance  with GAAP) as of the last day of the Fiscal  Quarter  most  recently
ended prior to such day for which  financial  statements  have been prepared and
delivered to the Banks.

     "Total  Commitments"  means,  at any date, an amount equal to the aggregate
amount of the Commitments of all the Banks at such time.

     "Total  Unused  Commitments"  means at any  date,  an  amount  equal to the
aggregate amount of the Unused Commitments of all the Banks at such time.

     "Transferee" has the meaning set forth in Section 9.07(d).

     "Unused  Commitment" means at any date, with respect to any Bank, an amount
equal to its Commitment less the aggregate  outstanding  principal amount of its
Loans.

     "Wachovia" means Wachovia Bank,  National  Association,  a national banking
association and its successors.

     "Wholly Owned Subsidiary" means any Subsidiary all of the shares of capital
stock or  other  ownership  interests  of which  (except  directors'  qualifying
shares) are at the time directly or indirectly owned by the Borrower.

                                      -11-
<PAGE>


     SECTION  1.02  Accounting  Terms  and   Determinations.   Unless  otherwise
specified  herein,  all terms of an  accounting  character  used herein shall be
interpreted,  all  accounting  determinations  hereunder  shall be made, and all
financial  statements  required to be delivered  hereunder  shall be prepared in
accordance  with  GAAP,  applied  on a  basis  consistent  (except  for  changes
concurred  in by the  Borrower's  independent  public  accountants  or otherwise
required  by a  change  in  GAAP)  with the  most  recent  audited  Consolidated
financial statements of the Borrower and its Consolidated Subsidiaries delivered
to the  Banks,  unless  with  respect  to any such  change  concurred  in by the
Borrower's  independent  public  accountants or required by GAAP, in determining
compliance with any of the provisions of this Agreement or any of the other Loan
Documents:  (i) the Borrower shall have objected to determining  such compliance
on such basis at the time of delivery of such financial statements,  or (ii) the
Required  Banks  shall so object in writing  within  thirty  (30) days after the
delivery  of  such  financial  statements,   in  either  of  which  events  such
calculations  shall  be  made  on a  basis  consistent  with  those  used in the
preparation of the latest financial  statements as to which such objection shall
not have  been  made  (which,  if  objection  is made in  respect  of the  first
financial  statements  delivered under Section  5.01(a)  hereof,  shall mean the
financial statements referred to in Section 4.12(a)).

     SECTION 1.03 Terms  Generally.  The definitions of terms herein shall apply
equally to the  singular  and plural  forms of the terms  defined.  Whenever the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms. The words "include," "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation."  The word "will"
shall be  construed  to have the same  meaning  and effect as the word  "shall."
Unless the context requires  otherwise (a) any definition of or reference to any
agreement,  instrument or other document  herein shall be construed as referring
to such  agreement,  instrument or other  document as from time to time amended,
supplemented  or  otherwise  modified  (subject  to  any  restrictions  on  such
amendments,  supplements or modifications  set forth herein),  (b) any reference
herein to any Person shall be construed to include such Person's  successors and
assigns, (c) the words "herein," "hereof"` and "hereunder," and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any  particular  provision  hereof,  (d)  all  references  herein  to  Articles,
Sections,  Exhibits  and  Schedules  shall be construed to refer to Articles and
Sections  of, and  Exhibits  and  Schedules  to, this  Agreement,  (e) the words
"asset" and  "property"  shall be  construed to have the same meaning and effect
and to refer to any and all  tangible  and  intangible  assets  and  properties,
including  cash,  securities,  accounts  and  contract  rights and (f) titles of
Articles and Sections in this  Agreement are for  convenience  only, and neither
limit nor amplify the provisions of this Agreement.

     SECTION  1.04 Use of Defined  Terms.  All terms  defined in this  Agreement
shall  have the same  meanings  when  used in any of the other  Loan  Documents,
unless otherwise defined therein or unless the context shall otherwise require.

                                   ARTICLE II
                                   THE CREDITS

     SECTION 2.01 Commitments to Make Loans.  Each Bank severally agrees, on the
terms and conditions  set forth herein,  to make Loans to the Borrower from time
to time before the Termination Date; provided that,  immediately after each such
Loan is made, the aggregate  outstanding  principal amount of Loans by such Bank
shall  not  exceed  the  amount of its  Commitment,  provided  further  that the
aggregate  principal amount of all Loans at any one time

                                      -12-
<PAGE>

outstanding  shall not exceed the aggregate  amount of the Commitments of all of
the Banks at such time. Each Euro-Dollar Borrowing under this Section 2.01 shall
be in an aggregate  principal  amount of  $5,000,000  or any larger  multiple of
$1,000,000 and each Base Rate  Borrowing  under this Section 2.01 shall be in an
aggregate  principal  amount of  $5,000,000  or any larger  multiple of $500,000
(except  that any such  Borrowing  may be in the  aggregate  amount of the Total
Unused  Commitments),  and each  Borrowing  shall be made from the several Banks
ratably in  proportion  to their  respective  Commitments.  Within the foregoing
limits, the Borrower may borrow under this Section 2.01, repay or, to the extent
permitted by Section 2.10,  prepay Loans and reborrow  under this Section at any
time before the Termination Date.

     SECTION 2.02 Method of Borrowing Loans.

     (a) The  Borrower  shall give the  Administrative  Agent notice in the form
attached  hereto as  Exhibit G (a  "Notice  of  Borrowing")  prior to 11:00 a.m.
(Charlotte,  North Carolina time) on the Domestic Business Day of each Base Rate
Borrowing  and  at  least  three  (3)  Euro-Dollar  Business  Days  before  each
Euro-Dollar Borrowing, specifying:

          (i) the date of such Borrowing, which shall be a Domestic Business Day
     in the case of a Base Rate  Borrowing or a Euro-Dollar  Business Day in the
     case of a Euro-Dollar Borrowing,

          (ii) the aggregate amount of such Borrowing,

          (iii) whether the Loans  comprising such Borrowing are to be Base Rate
     Loans or Euro-Dollar Loans, and

          (iv) in the  case of a  Euro-Dollar  Borrowing,  the  duration  of the
     Interest  Period  applicable  thereto,  subject  to the  provisions  of the
     definition of Interest Period.

     (b) Upon receipt of a Notice of Borrowing,  the Administrative  Agent shall
promptly  notify each Bank of the  contents  thereof and of such Bank's  ratable
share of such  Borrowing  and such Notice of Borrowing  shall not  thereafter be
revocable by the Borrower.

     (c) Not later than 1:00 p.m.  (Charlotte,  North Carolina time) on the date
of each Borrowing, each Bank shall (except as provided in subsection (d) of this
Section) make available its ratable share of such Borrowing, in Federal or other
funds immediately available in Charlotte,  North Carolina, to the Administrative
Agent at its address  referred  to in or  specified  pursuant  to Section  9.01.
Unless  the  Administrative  Agent  determines  that  any  applicable  condition
specified in Article III has not been satisfied,  the Administrative  Agent will
make the funds so  received  from the Banks  available  to the  Borrower  at the
Administrative  Agent's  aforesaid  address.  Unless  the  Administrative  Agent
receives notice from a Bank, at the  Administrative  Agent's address referred to
in Section  9.01,  no later than 4:00 p.m.  (local time at such  address) on the
Domestic Business Day before the date of a Borrowing stating that such Bank will
not make a Loan in connection  with such  Borrowing,  the  Administrative  Agent
shall be entitled to assume that such Bank will make a Loan in  connection  with
such Borrowing and, in reliance on such assumption, the Administrative Agent may
(but shall not be obligated to) make available such Bank's ratable share of such
Borrowing to the Borrower  for the account of such Bank.  If the  Administrative
Agent makes such Bank's  ratable  share  available to the Borrower and such

                                      -13-
<PAGE>

Bank does not in fact make its ratable share of such Borrowing available on such
date, the Administrative  Agent shall be entitled to recover such Bank's ratable
share from such Bank or the Borrower  (and for such purpose shall be entitled to
charge  such  amount  to  any  account  of  the  Borrower  maintained  with  the
Administrative  Agent),  together with interest  thereon for each day during the
period from the date of such Borrowing until such sum shall be paid in full at a
rate per annum equal to (x) the Federal Funds Rate from the date such payment is
due until the third Domestic  Business Day following such date, and (y) the Base
Rate  thereafter,  provided  that (i) any such  payment by the  Borrower of such
Bank's  ratable  share and interest  thereon  shall be without  prejudice to any
rights that the Borrower may have against such Bank and (ii) until such Bank has
paid its ratable share of such Borrowing, together with all interest pursuant to
the  foregoing,  it will have no  interest  in or rights  with  respect  to such
Borrowing  for any  purpose  hereunder.  If the  Administrative  Agent  does not
exercise  its option to  advance  funds for the  account of such Bank,  it shall
promptly notify the Borrower of such decision.

     (d) If any Bank makes a new Loan  hereunder  on a day on which the Borrower
is to repay all or any part of an  outstanding  Loan from such  Bank,  such Bank
shall  apply the  proceeds  of its new Loan to make such  repayment  and only an
amount equal to the  difference  (if any) between the amount being  borrowed and
the  amount  being  repaid  shall  be  made   available  by  such  Bank  to  the
Administrative  Agent as provided in  subsection  (c) of this Section  2.02,  or
remitted  by the  Borrower  to the  Administrative  Agent as provided in Section
2.12, as the case may be.

     (e)  Notwithstanding  anything to the contrary contained in this Agreement,
no  Euro-Dollar  Borrowing  may be made if there shall have  occurred a Default,
which Default shall not have been cured or waived in writing.

     (f) In the event that a Notice of  Borrowing  fails to specify  whether the
Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar  Loans,
such  Loans  shall be made as Base Rate  Loans.  If the  Borrower  is  otherwise
entitled  under  this  Agreement  to repay any Loans  maturing  at the end of an
Interest Period applicable thereto with the proceeds of a new Borrowing, and the
Borrower  fails to repay  such  Loans  using its own  moneys and fails to give a
Notice of Borrowing in connection with such new Borrowing, a new Borrowing shall
be  deemed to be made on the date such  Loans  mature in an amount  equal to the
principal  amount of the Loans so maturing,  and the Loans  comprising  such new
Borrowing shall be Base Rate Loans.

     (g)  Notwithstanding  anything to the contrary  contained herein, (i) there
shall not be more than eight (8) different  Interest Periods  outstanding at the
same time (for which purpose  Interest Periods  described in different  numbered
clauses of the  definition of the term  "Interest  Period" shall be deemed to be
different  Interest  Periods even if they are coterminous) and (ii) the proceeds
of any Base Rate Borrowing shall be applied first to repay the unpaid  principal
amount of all Base Rate Loans (if any) outstanding  immediately before such Base
Rate Borrowing.

     SECTION 2.03 Continuation and Conversion Elections.  By delivering a notice
(a "Notice of Continuation or Conversion"),  which shall be substantially in the
form  of  Exhibit  H,  to the  Administrative  Agent  on or  before  12:00  p.m.
(Charlotte,  North Carolina  time),  on a Domestic  Business Day (or Euro-Dollar
Business Day, in the case of Euro-Dollar  Loans  outstanding),  the Borrower may
from time to time irrevocably elect, by notice on the same Domestic Business Day
as the date of such  conversion  in the case of a conversion to a Base Rate

                                      -14-
<PAGE>

Loan  or  three  (3)  Euro-Dollar  Business  Days  prior  to the  date  of  such
continuation  or conversion in the case of a continuation  of or conversion to a
Euro-Dollar  Loan, that all, or any portion in an aggregate  principal amount of
$5,000,000 or any larger integral  multiple of $1,000,000 be, (i) in the case of
Base  Rate  Loans,  converted  into  Euro-Dollar  Loans  or (ii) in the  case of
Euro-Dollar  Loans,  converted  into Base Rate Loans or continued as Euro-Dollar
Loans; provided, however, that (x) each such conversion or continuation shall be
pro rated  among the  applicable  outstanding  Loans of all Banks that have made
such Loans, and (y) no portion of the outstanding  principal amount of any Loans
may be continued as, or be converted into, any Euro-Dollar Loan when any Default
has  occurred  and is  continuing.  In the  absence of  delivery  of a Notice of
Continuation or Conversion  with respect to any Euro-Dollar  Loan at least three
(3) Euro-Dollar  Business Days before the last day of the then current  Interest
Period with respect  thereto,  such  Euro-Dollar  Loan shall,  on such last day,
automatically convert to a Base Rate Loan.

     SECTION 2.04 Notes.

     (a) Upon the request of any Bank,  made through the  Administrative  Agent,
the Loans of each Bank shall be  evidenced by a single Note payable to the order
of such Bank for the  account of its  Lending  Office in an amount  equal to the
original principal amount of such Bank's Commitment.

     (b) Upon  receipt of each Bank's  Note  pursuant  to Section  3.01(b),  the
Administrative  Agent  shall  deliver  such Note to such  Bank.  Each Bank shall
record,  and prior to any  transfer  of its Note shall  endorse on the  schedule
forming a part thereof appropriate  notations to evidence,  the date, amount and
maturity of, and effective interest rate for, each Loan made by it, the date and
amount of each payment of principal  made by the Borrower  with respect  thereto
and whether, in the case of such Bank's Note, such Loan is a Base Rate Loan or a
Euro-Dollar  Loan,  and such schedule of each such Bank's Note shall  constitute
rebuttable presumptive evidence of the principal amount owing and unpaid on such
Bank's  Note;  provided  that the  failure of any Bank to make,  or any error in
making,  any such recordation or endorsement  shall not affect the obligation of
the  Borrower  hereunder  or under the Note or the ability of any Bank to assign
its Note.  Each Bank is hereby  irrevocably  authorized  by the  Borrower  so to
endorse its Note and to attach to and make a part of any Note a continuation  of
any such schedule as and when required.

     SECTION 2.05 Maturity of Loans.  All Loans shall mature,  and the principal
amount thereof shall be due and payable, on the Termination Date.

     SECTION 2.06 Interest Rates.

     (a)  "Applicable  Margin"  shall be the  rate per  annum  set  forth  below
opposite the applicable Pricing Level:

.............................. ......................... ........................
    Pricing Level               Base Rate Loans           Euro-Dollar Loans
.............................. ......................... ........................
     Level I                          0%                      0.450%
.............................. ......................... ........................
     Level II                         0%                      0.500%
.............................. ......................... ........................
     Level III                        0%                      0.600%
.............................. ......................... ........................
     Level IV                         0%                      0.825%
.............................. ......................... ........................

                                      -15-
<PAGE>

Adjustments,   if  any,  in  the   Applicable   Margin  shall  be  made  by  the
Administrative  Agent and shall be effective for Interest Periods  applicable to
Euro-Dollar  Loans  commencing  on or after the date of any  adjustments  to the
Pricing Level as provided in the definition thereof.

     (b) Each Base Rate Loan shall bear  interest on the  outstanding  principal
amount  thereof,  for each day from the date such Loan is made  until it becomes
due, at a rate per annum equal to the Base Rate for such day plus the Applicable
Margin. Such interest shall be payable on each Quarterly Payment Date while such
Base Rate Loan is  outstanding  and on the date such Base Rate Loan is converted
to a Euro-Dollar  Loan. Any overdue principal of and, to the extent permitted by
Applicable  Law,  overdue  interest  on any Base Rate Loan shall bear  interest,
payable  on  demand,  for each day until  paid at a rate per annum  equal to the
Default Rate.

     (c) Each Euro-Dollar Loan shall bear interest on the outstanding  principal
amount thereof,  for the Interest Period applicable thereto, at a rate per annum
equal to the sum of the Applicable  Margin plus the applicable  Adjusted  London
Interbank Offered Rate for such Interest Period.  Such interest shall be payable
for each Interest Period on the last day thereof and, if such Interest Period is
longer than three (3) months,  at  intervals of three (3) months after the first
day thereof.

     The "Adjusted  London  Interbank  Offered Rate"  applicable to any Interest
Period means a rate per annum equal to the quotient obtained (rounded upward, if
necessary,  to the next  higher  1/100th of 1%) by dividing  (i) the  applicable
London  Interbank  Offered Rate for such Interest  Period by (ii) 1.00 minus the
Euro-Dollar Reserve Percentage.

     The "London  Interbank  Offered Rate"  applicable to any  Euro-Dollar  Loan
means,  for the Interest  Period of such  Euro-Dollar  Loan,  the rate per annum
determined  on the basis of the offered  rate for deposits in Dollars of amounts
equal or comparable to the principal amount of such Euro-Dollar Loan offered for
a term comparable to such Interest  Period,  which rates appear on Telerate Page
3750 effective as of 11:00 A.M., London time, two (2) Euro-Dollar  Business Days
prior to the first day of such Interest Period, provided that if no such offered
rates appear on such page, the "London Interbank Offered Rate" for such Interest
Period will be the arithmetic average (rounded upward, if necessary, to the next
higher  1/100th of 1%) of rates quoted by not less than two (2) major lenders in
New York City,  selected by the  Administrative  Agent, at  approximately  10:00
A.M., New York City time, two (2)  Euro-Dollar  Business Days prior to the first
day of such Interest Period, for deposits in Dollars offered by leading European
banks for a period comparable to such Interest Period in an amount comparable to
the principal amount of such Euro-Dollar Loan.

     "Euro-Dollar   Reserve  Percentage"  means  for  any  day  that  percentage
(expressed  as a decimal)  which is in effect on such day, as  prescribed by the
Board  of  Governors  of the  Federal  Reserve  System  (or any  successor)  for
determining  the maximum  reserve  requirement  for a member bank of the Federal
Reserve System in respect of  "Eurocurrency  liabilities"  (or in respect of any
other category of liabilities  which includes deposits by reference to which the
interest rate on  Euro-Dollar  Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-United  States office of
any Bank to United States residents). The Adjusted London Interbank Offered Rate
shall be adjusted automatically on and as of the effective date of any change in
the Euro-Dollar Reserve Percentage.

                                      -16-
<PAGE>


     (d) Any overdue  principal of and, to the extent  permitted by law, overdue
interest on any  Euro-Dollar  Loan shall bear interest,  payable on demand,  for
each day until paid at a rate per annum equal to the Default Rate.

     (e) The Administrative  Agent shall determine each interest rate applicable
to the Loans  hereunder in accordance with this  Agreement.  The  Administrative
Agent shall give prompt  notice to the  Borrower  and the Banks by  facsimile of
each rate of interest so  determined,  and its  determination  thereof  shall be
conclusive in the absence of manifest error.

     (f) After the  occurrence  and during  the  continuance  of a Default,  the
principal  amount of the Loans (and, to the extent  permitted by Applicable Law,
all accrued interest  thereon) may, at the election of the Required Banks,  bear
interest at the Default Rate.

     SECTION 2.07 Fees.

     (a) The  Borrower  shall pay to the  Administrative  Agent for the  ratable
account of each Bank a facility  fee equal to the product of: (i) the  aggregate
of the daily average amounts of such Bank's  Commitment,  times (ii) a per annum
percentage  equal to the Applicable  Facility Fee Rate.  Such facility fee shall
accrue from and  including  the Closing Date to and  including  the  Termination
Date.  Facility  fees shall be payable  quarterly  in arrears on each  Quarterly
Payment Date and on the Termination  Date;  provided that should the Commitments
be  terminated  at any time prior to the  Termination  Date for any reason,  the
entire  accrued  and  unpaid  facility  fee  shall  be paid on the  date of such
termination.  The "Applicable Facility Fee Rate" shall be the rate per annum set
forth below opposite the applicable Pricing Level:

             ............................ ..........................
                      Pricing Level         Applicable Facility
                                                  Fee Rate
             ............................ ..........................
                        Level I                    .100%
             ............................ ..........................
                        Level II                   .125%
             ............................ ..........................
                        Level III                  .150%
             ............................ ..........................
                        Level IV                   .175%
             ............................ ..........................


Adjustments,  if any, in the  Applicable  Facility Fee Rate shall be made by the
Administrative  Agent and shall be effective on the date of any  adjustments  to
the Pricing Level as provided in the definition thereof.

     (b) The  Borrower  shall pay to the  Administrative  Agent for the  ratable
account  of each  Bank a  utilization  fee  equal  to the  product  of:  (i) the
aggregate of the daily average amounts of such Bank's Commitment,  multiplied by
(ii) a per annum  percentage  equal to the Applicable  Utilization Fee Rate. The
Applicable Utilization Fee Rate may vary daily in accordance with the percentage
of  the  Total  Commitments  that  is  currently   outstanding  as  Loans.  Such
utilization  fee  shall  accrue  from  and  including  the  Closing  Date to and
including the Termination  Date.  Utilization fees shall be payable quarterly in
arrears on each Quarterly  Payment Date and on the  Termination  Date;  provided
that should the  Commitments be terminated at any time prior to the  Termination
Date for any reason, the entire accrued and

                                      -17-
<PAGE>


unpaid  utilization  fee  shall  be paid on the  date of such  termination.  The
"Applicable  Utilization  Fee Rate"  shall be the rate per annum set forth below
opposite the applicable Pricing Level:

.................................................................................
                         Applicable Utilization Fee Rate
.................................................................................
                                        Percentage of Total Commitments
                                        currently outstanding as Loans:
............................ ....................................................
Pricing Level               Less than 50%         Greater than or equal to 50%
............................ ................. ..................................
    Level I                        0%                        0.125%
............................ ................. ..................................
    Level II                       0%                        0.125%
............................ ................. ..................................
    Level III                      0%                        0.125
............................ ................. ..................................
    Level IV                       0%                        0.125%
............................ ................. ..................................


Adjustments, if any, in the Applicable Utilization Fee Rate shall be made by the
Administrative  Agent and shall be effective on the date of any  adjustments  to
the Pricing Level as provided in the definition thereof.

     (c) The Borrower shall pay to the Administrative Agent, for the account and
sole benefit of the  Administrative  Agent,  such fees and other amounts at such
times as set forth in the Administrative Agent's Letter Agreement.

     SECTION 2.08 Optional Termination or Reduction of Commitments. The Borrower
may,   upon  at  least  three  (3)  Domestic   Business   Days'  notice  to  the
Administrative  Agent,  terminate  at any time,  or reduce from time to time the
Total Unused  Commitments by an aggregate  amount of at least  $5,000,000 or any
larger  multiple of  $1,000,000.  If the  Commitments  are  terminated  in their
entirety,  all accrued fees (as provided  under  Section  2.07) shall be due and
payable  on  the  effective  date  of  such  termination.  All  terminations  or
reductions of  Commitments  shall be  permanent.  Each  reduction  shall be made
ratably among the Banks in accordance with their respective Commitments.

     SECTION 2.09 Termination of Commitments. The Commitments shall terminate on
the  Termination  Date and any Loans then  outstanding  (together  with  accrued
interest thereon) shall be due and payable on such date.

     SECTION 2.10 Optional Prepayments.

     (a) The Borrower may, upon at least one (1) Domestic  Business Day's notice
to the  Administrative  Agent,  prepay any Base Rate  Borrowing  in whole at any
time, or from time to time in part in amounts aggregating at least $5,000,000 or
any larger multiple of $1,000,000 (or any lesser amount equal to the outstanding
balance of such Loan),  by paying the  principal  amount to be prepaid  together
with accrued  interest  thereon to the date of  prepayment.  Each such  optional
prepayment shall be applied to prepay ratably the Base Rate Loans of the several
Banks included in such Base Rate Borrowing.

     (b) Except as provided in Section 8.02 and subject to any payments required
pursuant to the terms of Article VIII for such Euro-Dollar  Loan, upon three (3)
Euro-Dollar  Business  Days' prior  written  notice the  Borrower  may prepay in
minimum  amounts of  $5,000,000  or any

                                      -18-
<PAGE>

larger  multiple of $1,000,000  (or any lesser  amount equal to the  outstanding
balance  of  such  Loan)  all or any  portion  of the  principal  amount  of any
Euro-Dollar Loan prior to the maturity thereof.

     (c) Upon receipt of a notice of  prepayment  pursuant to this Section 2.10,
the Administrative Agent shall promptly notify each Bank of the contents thereof
and of such Bank's  ratable share of such  prepayment  and such notice shall not
thereafter be revocable by the Borrower.

     (d) Notwithstanding anything in this Agreement to the contrary, prepayments
shall not affect  Borrower's  obligations  under any Hedging  Agreements,  which
shall  remain in full force and  effect,  subject  to the terms of such  Hedging
Agreement.

     SECTION 2.11  Mandatory  Prepayments.  On each date on which the conditions
set forth in Section  2.01 are not  satisfied  (including,  without  limitation,
because the  Commitments  are reduced or terminated  pursuant to Section 2.08 or
Section 2.09),  the Borrower shall repay or prepay such principal  amount of the
outstanding  Loans,  if any  (together  with  interest  accrued  thereon and any
amounts  due under  Section  8.05(a)),  as may be  necessary  so that after such
payment the aggregate  unpaid  principal amount of the Loans does not exceed the
aggregate  amount of the  Commitments  as then  reduced.  Each such  payment  or
prepayment  shall be applied to repay or prepay ratably the Loans of the several
Banks; provided that such prepayment shall be applied, first, to Base Rate Loans
outstanding  on the date of such  prepayment  (in direct order of maturity)  and
then, to the extent  necessary,  to Euro-Dollar Loans outstanding on the date of
such prepayment (in direct order of maturity).

     SECTION 2.12 General Provisions as to Payments.

     (a) The Borrower  shall make each payment of principal of, and interest on,
the  Loans  and of fees  hereunder,  without  any  setoff,  counterclaim  or any
deduction whatsoever, not later than 11:00 a.m. (Charlotte, North Carolina time)
on the date when  due,  in  Federal  or other  funds  immediately  available  in
Charlotte,  North Carolina,  to the Administrative Agent at its address referred
to in Section 9.01. The  Administrative  Agent will promptly  distribute to each
Bank its ratable share of each such payment received by the Administrative Agent
for the account of the Banks.

     (b)  Whenever  any payment of  principal  of, or interest on, the Base Rate
Loans or of fees shall be due on a day that is not a Domestic  Business Day, the
date for  payment  thereof  shall be extended  to the next  succeeding  Domestic
Business  Day.  Whenever  any  payment  of  principal  of, or  interest  on, the
Euro-Dollar Loans shall be due on a day that is not a Euro-Dollar  Business Day,
the  date  for  payment  thereof  shall  be  extended  to  the  next  succeeding
Euro-Dollar  Business Day unless such Euro-Dollar  Business Day falls in another
calendar  month,  in which case the date for payment  thereof  shall be the next
preceding  Euro-Dollar Business Day. If the date for any payment of principal is
extended by operation of law or otherwise, interest thereon shall be payable for
such extended time.

     (c) All payments of  principal,  interest and fees and all other amounts to
be made by the Borrower  pursuant to this  Agreement with respect to any Loan or
fee relating  thereto shall be paid without  deduction  for, and free from,  any
tax, imposts, levies, duties,  deductions,  or

                                      -19-
<PAGE>

withholdings  of  any  nature  now  or  at  anytime  hereafter  imposed  by  any
governmental  authority or by any taxing authority  thereof or therein excluding
in the case of each Bank,  taxes  imposed on or measured by its net income,  and
franchise taxes imposed on it, by the jurisdiction  under the laws of which such
Bank is organized or any political  subdivision thereof and, in the case of each
Bank,  taxes imposed on its income,  and  franchise  taxes imposed on it, by the
jurisdiction  of  such  Bank's  applicable   Lending  Office  or  any  political
subdivision  thereof (all such  non-excluded  taxes,  imposts,  levies,  duties,
deductions or withholdings  of any nature being "Taxes").  In the event that the
Borrower is required by Applicable Law to make any such withholding or deduction
of Taxes with respect to any Loan, fee or other amount, or any such Loan, fee or
other amount is subject to Taxes  payable by any Bank,  the  Borrower  shall pay
such amount, deduction or withholding to the applicable taxing authority,  shall
promptly  furnish to any Bank in respect of which such  deduction or withholding
is made all receipts and other  documents  evidencing such payment and shall pay
to such Bank  additional  amounts as may be  necessary  in order that the amount
received by such Bank after the  required  withholding  or other  payment  shall
equal the amount such Bank would have received had no such  withholding or other
payment been made. If no payment,  withholding  or deduction of Taxes is payable
in respect of any Loan or fee relating  thereto,  the Borrower shall furnish any
Bank,  at such  Bank's  request,  a  certificate  from  each  applicable  taxing
authority  or an opinion  of counsel  acceptable  to such Bank,  in either  case
stating  that  such  payments  are  exempt  from  or  not  subject  to  payment,
withholding  or  deduction  of Taxes.  If the  Borrower  fails to  provide  such
original  or  certified  copy  of a  receipt  evidencing  payment  of  Taxes  or
certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to
compensate  such  Bank  for,  and  indemnify  them  with  respect  to,  the  tax
consequences  of the Borrower's  failure to provide  evidence of tax payments or
tax exemption.

     (d) Any Bank that is not organized under the laws of the United States or a
state  thereof (a  "Foreign  Bank") that is  entitled  to an  exemption  from or
reduction in U.S. Federal  withholding tax shall deliver to the Borrower and the
Administrative Agent two copies of either United States Internal Revenue Service
Form W-8BEN or Form W-8ECI,  or any  subsequent  versions  thereof or successors
thereto,  or,  in the case of a Foreign  Bank  claiming  exemption  from in U.S.
Federal  withholding tax under Section 871(h) or 881(c) of the Code with respect
to  payments of  "portfolio  interest,"  (i) a Form  W-8BEN,  or any  subsequent
versions thereof or successors thereto and (ii) a certificate  representing that
such Foreign Bank is not (A) a bank for purposes of Section  881(c) of the Code,
(B) is not a 10-percent  shareholder (within the meaning of Section 871(h)(3)(B)
of the Code) of the  Borrower and (C) is not a  controlled  foreign  corporation
related to the Borrower (within the meaning of Section  864(d)(4) of the Code)),
properly  completed  and  duly  executed  by  such  Foreign  Bank  claiming,  as
applicable, complete exemption from or reduced rate of, U.S. Federal withholding
Tax on  payments  by the  Borrower  under  this  Agreement  and the  other  Loan
Documents,  or in the case of a Foreign Bank claiming  exemption for  "portfolio
interest" certifying that it is not a foreign corporation,  partnership,  estate
or trust.  Such forms shall be  delivered  by each Foreign Bank on or before the
date it becomes a party to this Agreement (or, in the case of a transferee  that
is a  participation  holder,  on or before  the date such  participation  holder
becomes a transferee  hereunder) and on or before the date, if any, such Foreign
Bank changes its applicable  lending  office by designating a different  lending
office (a "New Lending  Office").  In addition,  each Foreign Bank shall deliver
such forms promptly upon the  obsolescence  or invalidity of any form previously
delivered by such Foreign Bank.

                                      -20-
<PAGE>

     (e) Upon the request of the  Borrower,  any Bank that is not a Foreign Bank
shall  deliver to the  Borrower  two copies of United  States  Internal  Revenue
Service  Form W-9 or any  subsequent  versions  thereof or  successors  thereto,
properly  completed and duly executed.  If any Bank fails to deliver Form W-9 or
any subsequent  versions thereof or successors thereto as required herein,  then
the Borrower may withhold from any payment to such party an amount equivalent to
the applicable backup withholding Tax imposed by the Code, without reduction.

     (f) The Borrower  shall not be required to indemnify any Bank or to pay any
additional  amounts  to any Bank in  respect  of U.S.  Federal  withholding  tax
pursuant  to  Section  2.12  (d) or  Section  2.12  (e) to the  extent  that the
obligation  to pay such  additional  amounts  would  not have  arisen  but for a
failure by such Bank to comply with the  provisions of such  Sections.  Should a
Bank become  subject to Taxes  because of its failure to deliver a form required
hereunder,  the Borrower shall, at such Bank's expense,  take such steps as such
Bank shall reasonably request to assist such Bank to recover such Taxes.

     (g) Each of the Banks agrees that upon the occurrence of any  circumstances
entitling such Bank to  indemnification  or additional  amounts pursuant to this
Section,  such Bank shall use reasonable  efforts to take any action  (including
designating  a new  lending  office and signing  any  prescribed  forms or other
documentation  appropriate in the  circumstances) if such action would reduce or
eliminate any Tax (including penalties or interest,  as applicable) with respect
to which such  indemnification  or  additional  amounts may  thereafter  accrue;
provided  that a Bank shall not be  required to take any such action if it shall
determine   in  its  sole   discretion   that  doing  so  would  be   materially
disadvantageous to its interests.

     (h) In the  event  any Bank  receives  a refund  of any  Taxes  paid by the
Borrower  pursuant to this Section  2.12, it will pay to the Borrower the amount
of such refund promptly upon receipt thereof; provided,  however, if at any time
thereafter  it is required to return such refund,  the Borrower  shall  promptly
repay to it the amount of such refund.

     (i)  Without  prejudice  to the  survival  of any  other  agreement  of the
Borrower hereunder,  the agreements and obligations of the Borrower contained in
this Section 2.12 shall be applicable with respect to any Participant,  Assignee
or other Transferee,  and any calculations required by such provisions (i) shall
be made based upon the  circumstances  of such  Participant,  Assignee  or other
Transferee,  and (ii)  constitute a continuing  agreement  and shall survive the
termination  of this  Agreement and the payment in full or  cancellation  of the
Notes.

     (j) Unless the  Administrative  Agent shall have  received  notice from the
Borrower  prior to the date on which any  payment is due to the Banks  hereunder
that the Borrower will not make such payment in full, the  Administrative  Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the  Administrative  Agent  may,  in  reliance  upon such
assumption,  cause to be  distributed  to each  Bank on such due date an  amount
equal to the amount then due such Bank. If and to the extent the Borrower  shall
not have so made such payment in full to the Administrative  Agent on such date,
each Bank shall  repay to the  Administrative  Agent  forthwith  on demand  such
amount  distributed to such Bank,  together with interest thereon,  for each day
from the date such amount is  distributed  to such Bank until the date such Bank
repays such amount to the  Administrative  Agent,  at the Federal Funds Rate for
the first three (3)  Domestic  Business  Days after the date such payment is due
and at the Base Rate thereafter.

                                      -21-
<PAGE>


     SECTION 2.13 Computation of Interest and Fees.  Interest on Base Rate Loans
based on the Prime Rate shall be  computed  on the basis of a year of 365 or 366
days, as applicable,  and paid for the actual number of days elapsed  (including
the first day but excluding the last day).  Interest on Base Rate Loans based on
the Federal  Funds Rate and interest on  Euro-Dollar  Loans shall be computed on
the basis of a year of 360 days and paid for the actual  number of days elapsed,
calculated as to each  Interest  Period from and including the first day thereof
to but excluding the last day thereof.  Facility fees and any other fees payable
hereunder  shall be computed on the basis of a year of 360 days and paid for the
actual  number of days elapsed  (including  the first day but excluding the last
day).

     SECTION 2.14 Existing Credit Agreement and Existing Notes. The Borrower and
the Administrative  Agent acknowledge and agree that there are no obligations of
the Borrower  under the Existing  Credit  Agreement as of the Closing Date which
have not been paid and satisfied. Effective as of the Closing Date, the Existing
Credit Agreement is hereby terminated by agreement of the Administrative  Agent,
the  Borrower  and the Banks party hereto which are also parties to the Existing
Credit Agreement.  The Borrower will obtain similar agreements as to termination
from all other parties to the Existing Credit  Agreement.  All promissory  notes
issued by the Borrower under the Existing  Credit  Agreement shall be either (i)
returned  to the  Borrower,  marked  "Paid  in  Full  and  Discharged,"  or (ii)
destroyed by each Bank  hereinafter  referred to in this sentence with a written
notice  from such Bank to the  Borrower  that such  promissory  notes  have been
destroyed,  in either  case on or within ten (10)  Business  Days of the Closing
Date by the Banks under this Agreement  which were also banks under the Existing
Credit  Agreement,  and the Borrower will request similar delivery of promissory
notes or similar notices of destruction  from all other banks under the Existing
Credit Agreement, if any, within the same time period.


                                  ARTICLE III
                            CONDITIONS TO BORROWINGS

     SECTION 3.01  Conditions  to  Effectiveness.  This  Agreement  shall become
effective upon satisfaction of each of the following conditions:

     (a) receipt by the Administrative  Agent from each of the parties hereto of
either (i) a duly executed counterpart of this Agreement signed by such party or
(ii) a  facsimile  transmission  stating  that such  party has duly  executed  a
counterpart  of this Agreement and sent such  counterpart to the  Administrative
Agent;

     (b) receipt by the  Administrative  Agent of a duly  executed  Note for the
account of each Bank complying with the provisions of Section 2.04;

     (c) an opinion letter of Douglas E. Wentz, Senior Associate General Counsel
of the  Borrower,  as counsel for the  Borrower,  dated as of the Closing  Date,
substantially  in the form of Exhibit B and  covering  such  additional  matters
relating to the transactions  contemplated hereby as the Administrative Agent or
any Bank may reasonably request;

     (d) receipt by the  Administrative  Agent of a  certificate  (the  "Closing
Certificate"),  dated the Closing Date,  substantially  in the form of Exhibit C
hereto,  signed by a principal

                                      -22-
<PAGE>

financial  officer  of the  Borrower,  to the  effect  that (i) no  Default  has
occurred  and is  continuing  on such  date  and (ii)  the  representations  and
warranties  of the  Borrower  contained in Article IV are true on and as of such
date;

     (e)  receipt  by the  Administrative  Agent  of  all  documents  which  the
Administrative  Agent  or  any  Bank  may  reasonably  request  relating  to the
existence of the Borrower,  the corporate authority for and the validity of this
Agreement and the Notes, and any other matters relevant hereto,  all in form and
substance satisfactory to the Administrative Agent, including without limitation
a certificate  of incumbency  of the Borrower (the  "Secretary's  Certificate"),
signed by the Secretary or an Assistant Secretary of the Borrower, substantially
in the form of Exhibit D hereto, certifying as to the names, true signatures and
incumbency of the officer or officers of the Borrower  authorized to execute and
deliver the Loan Documents, and certified copies of the following items: (i) the
Borrower's  Certificate of Incorporation,  (ii) the Borrower's  Bylaws,  (iii) a
certificate  of the  Secretary  of State of the State of  Florida as to the good
standing of the Borrower as a Florida corporation,  and (iv) the action taken by
the Board of Directors of the Borrower  authorizing  the  Borrower's  execution,
delivery  and  performance  of this  Agreement,  the Notes  and the  other  Loan
Documents to which the Borrower is a party;

     (f) receipt by the Administrative  Agent for the account of each Bank of an
upfront fee calculated as set forth in Schedule 3.01 hereto;

     (g) receipt by the  Administrative  Agent of evidence  satisfactory  to the
Administrative  Agent,  if any is required in addition to Section 2.14, that the
Borrower has repaid in full all amounts  outstanding  under the Existing  Credit
Agreement, and that the Existing Credit Agreement is terminated; and

     (h) receipt by the  Administrative  Agent of such other documents and items
as the Administrative Agent, the Banks or their counsel may reasonably request.

     SECTION 3.02 Conditions to All  Borrowings.  The obligation of each Bank to
make a Loan on the occasion of each Borrowing is subject to the  satisfaction of
the following conditions:

     (a)  receipt  by the  Administrative  Agent of a  Notice  of  Borrowing  as
required by Section 2.02;

     (b) the fact that, immediately before and after such Borrowing,  no Default
shall have occurred and be continuing;

     (c) the fact  that  the  representations  and  warranties  of the  Borrower
contained in Article IV of this Agreement (excluding,  however,  representations
and warranties (i) set forth in Sections 4.08, 4.12(b) and 4.15, (ii) made as of
specific  date,  (iii) no longer true solely as a result of the passage of time,
and (iv) to the  extent of  exceptions  thereto,  which have been  disclosed  in
writing to the  Administrative  Agent and which have been approved in writing by
the Administrative Agent) shall be true on and as of the date of such Borrowing;
and

     (d) the fact that,  immediately  after  such  Borrowing  (i) the  aggregate
outstanding  principal  amount of the Loans of each  Bank  will not  exceed  the
amount of its Commitment and

                                      -23-
<PAGE>


(ii) the aggregate outstanding principal amount of the Loans will not exceed the
aggregate amount of the Commitments of all of the Banks as of such date.

Each Borrowing and each Notice of Continuation or Conversion hereunder shall be
deemed to be a representation and warranty by the Borrower on the date of such
Borrowing as to the truth and accuracy of the facts specified in paragraphs (b),
(c) and (d) of this Section 3.02; provided, that (i) if a Notice of Continuation
or Conversion is to continue or convert to a Euro-Dollar Loan, such Notice of
Continuation or Conversion shall be deemed to be such a representation and
warranty by the Borrower only as to the matters set forth in paragraphs (b) and
(d) above, and (ii) if a Notice of Continuation or Conversion is to convert to a
Base Rate Loan, such Notice of Continuation or Conversion shall be deemed to be
a representation and warranty by the Borrower only as to the matters set forth
in paragraph (d) above.

     In addition,  if the Borrower  desires funding of a Euro-Dollar Loan on the
Closing Date, the Administrative Agent shall have received, the requisite number
of days prior to the Closing Date, a funding indemnification letter satisfactory
to it,  pursuant to which (i) the  Administrative  Agent and the Borrower  shall
have agreed upon the interest rate,  amount of Borrowing and Interest Period for
such Euro-Dollar  Loan, and (ii) the Borrower shall indemnify the Banks from any
loss or expense  arising  from the failure to close on the  anticipated  Closing
Date identified in such letter or the failure to borrow such Euro-Dollar Loan on
such date.

     SECTION 3.03 Determinations Under Section 3.01. For purposes of determining
compliance  with the  conditions  specified in Section 3.01,  each Bank 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  Banks  unless  an  officer  of  the
Administrative  Agent  responsible  for the  transactions  contemplated  by this
Agreement  shall have received  notice from such Bank prior to the Closing Date,
specifying its objection thereto.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

     The Borrower  represents and warrants to the Administrative  Agent and each
Bank that:

     SECTION 4.01 Organization;  Power; Qualification.  Each of the Borrower and
its  Material  Subsidiaries  is duly  organized,  validly  existing  and in good
standing under the laws of the  jurisdiction of its  incorporation or formation,
has the power and authority to own its  properties  and to carry on its business
as now being and hereafter  proposed to be conducted  and is duly  qualified and
authorized  to do business in each  jurisdiction  in which the  character of its
properties  or the  nature  of its  business  requires  such  qualification  and
authorization,  except where the failure to be so qualified and authorized could
not reasonably be expected to have a Material Adverse Effect.

     SECTION 4.02 Subsidiaries and  Capitalization.  Each Material Subsidiary of
the Borrower as of the last day of the Fiscal  Quarter most recently ended prior
to the Closing  Date is listed on Schedule  4.02.  As of the Closing  Date,  the
capitalization  of the Borrower and its  Material  Subsidiaries  consists of the
number of  shares,  authorized,  issued and  outstanding,  of such  classes  and
series,  with or without par value,  described on Schedule 4.02. All outstanding

                                      -24-
<PAGE>

shares  have been duly  authorized  and  validly  issued  and are fully paid and
nonassessable.  As of  the  Closing  Date,  the  shareholders  of  the  Material
Subsidiaries  of the  Borrower  and the  number  of  shares  owned  by each  are
described on Schedule  4.02.  As of the Closing Date,  there are no  outstanding
stock purchase  warrants,  subscriptions,  options,  securities,  instruments or
other  rights of any type or nature  whatsoever,  which  are  convertible  into,
exchangeable  for or  otherwise  provide  for or permit the  issuance of capital
stock of the  Borrower or its  Material  Subsidiaries,  except as  described  on
Schedule 4.02.

     SECTION 4.03 Authorization of Agreement,  Loan Documents and Borrowing. The
Borrower  has the  right,  power  and  authority  and has  taken  all  necessary
corporate  and other  action to  authorize  the  execution  and delivery of this
Agreement, the Notes and each of the other Loan Documents and performance hereof
and thereof in accordance with their respective  terms. The Notes, when executed
and  delivered by the Borrower,  will  constitute  the legal,  valid and binding
obligations of the Borrower,  enforceable in accordance with their terms, except
as such  enforcement may be limited by bankruptcy,  insolvency,  reorganization,
moratorium or similar  state or federal  debtor relief laws from time to time in
effect  which affect the  enforcement  of  creditors'  rights in general and the
availability of equitable  remedies.  This Agreement and each of such other Loan
Documents have been duly executed and delivered by the duly authorized  officers
of the Borrower and each such document  constitutes the legal, valid and binding
obligation of the Borrower, enforceable in accordance with its respective terms,
except  as  such   enforcement   may  be  limited  by  bankruptcy,   insolvency,
reorganization,  moratorium or similar state or federal  debtor relief laws from
time to time in effect  which affect the  enforcement  of  creditors'  rights in
general and the availability of equitable remedies.

     SECTION 4.04  Compliance of Agreement,  Loan  Documents and Borrowing  with
Laws,  Etc. The  execution and delivery by the Borrower of this  Agreement,  the
Notes and the other Loan  Documents,  the  performance  by the  Borrower of this
Agreement,  the Notes and the other  Loan  Documents  in  accordance  with their
respective terms, the borrowings  hereunder,  and the transactions  contemplated
hereby and thereby,  do not and will not, by the passage of time,  the giving of
notice or  otherwise,  (i)  require  any  Governmental  Approval  or violate any
Applicable  Law relating to the  Borrower or any of its  Material  Subsidiaries,
(ii)  conflict  with,  result in a breach of or  constitute a default  under the
articles  of  incorporation,  bylaws or other  organizational  documents  of the
Borrower or any of its  Material  Subsidiaries  or any  indenture,  agreement or
other  instrument  to  which  such  Person  is a party  or by  which  any of its
properties may be bound or any Governmental  Approval relating to such Person or
(iii) result in or require the creation or  imposition  of any Lien upon or with
respect to any  property  now owned or  hereafter  acquired by such Person other
than Liens arising under the Loan Documents

     SECTION  4.05  Compliance  with Law;  Governmental  Approvals.  Each of the
Borrower and its Subsidiaries (i) has all Governmental Approvals required by any
Applicable  Law for it to conduct its  business,  each of which is in full force
and effect,  is final and not subject to review on appeal and is not the subject
of any pending or, to the best of its knowledge,  threatened attack by direct or
collateral  proceeding and (ii) is in compliance with each Governmental Approval
applicable  to it and all other  Applicable  Laws  relating  to it or any of its
respective properties,  except, in each case under clause (i) and clause (ii) of
this  paragraph,  to the  extent  that (A) such  requirement  or  compliance  is
contested in good faith by  appropriate  proceedings or (B) the failure to do so
could not reasonably be expected to have a Material Adverse Effect.

                                      -25-
<PAGE>

     SECTION  4.06  Tax  Returns  and  Payments.  Each of the  Borrower  and its
Material Subsidiaries has duly filed or caused to be filed all federal and state
income tax returns  and all other  material  state,  local and other tax returns
required by Applicable Law to be filed, and has paid, or made adequate provision
for the payment of, all federal,  state, local and other taxes,  assessments and
governmental  charges or levies upon it and its  property,  income,  profits and
assets which are due and payable,  other than any of the foregoing for which the
amount or validity is currently  being  contested  in good faith by  appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of the Borrower or its Material Subsidiaries,  as the case
may be. No  Governmental  Authority has asserted any Lien or other claim against
the  Borrower or any  Material  Subsidiary  thereof with respect to unpaid taxes
which has not been  discharged or resolved,  other than  ordinary  liens on real
property  for taxes not yet past due or for taxes being  contested in good faith
by appropriate  proceedings during the pendency of which the enforcement of such
Lien is stayed and for which the  Borrower and its  Material  Subsidiaries  have
established reserves in accordance with GAAP. The charges, accruals and reserves
on the books of the Borrower or any of its Material  Subsidiaries  in respect of
federal,  state, local and other taxes for all Fiscal Years and portions thereof
since the organization of the Borrower and any of its Material  Subsidiaries are
in the judgment of the Borrower  adequate,  and the Borrower does not anticipate
any  additional  taxes or  assessments  in excess of such charges,  accruals and
reserves previously recorded for any of such years.

     SECTION 4.07 Intellectual  Property  Matters.  Each of the Borrower and its
Material Subsidiaries owns or possesses all lawful rights to use all franchises,
licenses,  patents, patent rights or licenses, patent applications,  copyrights,
copyright  applications,  trademarks,  trademark rights, trade names, trade name
rights and rights with  respect to the  foregoing  which are required to conduct
its business, except where the failure to do so could not reasonably be expected
to have a Material Adverse Effect. No event has occurred which permits, or after
notice or lapse of time or both would permit,  the  revocation or termination of
any such  rights,  and to  Borrower's  knowledge,  neither the  Borrower nor any
Material Subsidiary thereof is liable to any Person for infringement of any such
rights as a result of its business operations, except where the failure to do so
could not reasonably be expected to have a Material Adverse Effect.

     SECTION 4.08  Environmental  Matters.  Except for the matters  described on
Schedule 4.08 as of the Closing Date and except for any other matter which could
not be reasonably expected to have a Material Adverse Effect, (i) the properties
of the Borrower and its Material  Subsidiaries  are in material  compliance with
all applicable Environmental Laws, and to the best knowledge of the Borrower and
its Material Subsidiaries there is no release or threatened release of Hazardous
Materials  at, under or about such  properties  or such  operations  which could
interfere with the continued  operation of such properties or materially  impair
the fair  saleable  value  thereof and (ii)  neither the Borrower nor any of its
Material Subsidiaries has received any written notice of any violation,  alleged
violation,   non-compliance,   liability   or  potential   liability   regarding
environmental  matters or compliance with  Environmental Laws with regard to any
of its properties or the operations conducted in connection therewith,  nor does
the Borrower or any of its  Material  Subsidiaries  have  knowledge or reason to
believe that any such notice will be received or is being threatened.

     SECTION 4.09 ERISA.  The Borrower and each member of the  Controlled  Group
are in  material  compliance  with all  applicable  provisions  of ERISA and the
regulations and published  interpretations  thereunder with respect to all Plans
except for any required

                                      -26-
<PAGE>

amendments for which the remedial  amendment period as defined in Section 401(b)
of the Code has not yet expired. As of the Closing Date, other than as set forth
on  Schedule  4.09,  each Plan that is intended to be  qualified  under  Section
401(a) of the Code has been  determined by the IRS to be so qualified,  and each
trust related to such Plan has been determined to be exempt under Section 501(a)
of the Code.  No reportable  event for which notice is required  under ERISA and
not  otherwise  waived by the PBGC has  occurred as to which the Borrower or any
member of the  Controlled  Group was required to file a report with the PBGC and
no material liability  (including  without  limitation any withdrawal  liability
under  Section 4201 of ERISA) has been incurred by the Borrower or any member of
the Controlled  Group which remains  unsatisfied for any taxes or penalties with
respect to any Plan or any Multiemployer Plan.

     SECTION 4.10 Margin Stock.  Neither the Borrower nor any Subsidiary thereof
is engaged  principally or as one of its activities in the business of extending
credit for the purpose of  "purchasing"  or "carrying" any Margin Stock. No part
of the proceeds of the Loan will be used for purchasing or carrying Margin Stock
or for any purpose which  violates,  or which would be  inconsistent  with,  the
provisions of Regulation T, U or X of such Board of Governors.

     SECTION 4.11 Government Regulation. Neither the Borrower nor any Subsidiary
thereof is an "investment  company" or a company  "controlled" by an "investment
company" (as each such term is defined or used in the Investment  Company Act of
1940,  as amended) and neither the Borrower  nor any  Subsidiary  thereof is, or
after giving effect to the Loan will be, subject to regulation  under the Public
Utility  Holding  Company Act of 1935 or the  Interstate  Commerce  Act, each as
amended,  or any other  Applicable  Law which  limits  its  ability  to incur or
consummate the transactions contemplated hereby.

     SECTION 4.12 Financial Statements.

     (a) The audited combined balance sheet of the Borrower and its Consolidated
Subsidiaries  as of May 25,  2003,  and the  related  statements  of income  and
retained  earnings  and cash flows for the Fiscal Year then ended and  unaudited
combined balance sheet of the Borrower and its  Consolidated  Subsidiaries as of
August 24, 2003, and related unaudited interim statements of income and retained
earnings and cash flows for the fiscal  period then ended,  copies of which have
been  furnished  to the  Administrative  Agent  and  each of the  Banks,  fairly
represent the assets, liabilities and financial position of the Borrower and its
Consolidated  Subsidiaries  as at such dates,  and the results of the operations
and changes of financial position for the periods then ended. All such financial
statements,  including  any  related  schedules  and  notes  thereto,  have been
prepared in accordance with GAAP,  subject,  in the case of unaudited  financial
statements,  to year-end  adjustments  and the absence of  footnotes.  As of the
respective dates of such financial statements, the Borrower and its Consolidated
Subsidiaries  have no  indebtedness,  obligation  or other  unusual  forward  or
long-term  commitment  that is not fairly  reflected in the foregoing  financial
statements or in the notes thereto.

     (b)  Since  May 25,  2003,  there  has been no  event,  act,  condition  or
occurrence having a Material Adverse Effect.

     SECTION  4.13 Title to  Properties.  Each of the  Borrower and its Material
Subsidiaries  has such  marketable  title to the real property owned by it as is
necessary  or desirable to the conduct of its business and valid and legal title
to all of its personal property and assets,

                                      -27-
<PAGE>

including,  but not limited to, those assets  reflected on the balance sheets of
the  Borrower  and  its  Consolidated  Subsidiaries  included  in the  financial
statements referred to in Section 4.12(a),  except as disclosed in Form 10-K for
the  Borrower's  Fiscal Year ended May 25, 2003,  filed by the Borrower with the
SEC,  and such  assets  which  have  been  disposed  of by the  Borrower  or its
Subsidiaries  subsequent  to such date in the ordinary  course of business or as
otherwise expressly permitted hereunder.

     SECTION 4.14 Debt and Liens.  Schedule  4.14 is a complete and correct list
of each item of  Consolidated  Total Debt of the Borrower  and its  Consolidated
Subsidiaries in excess of $100,000 (setting forth with respect to each such item
the amount and stated  maturity  of  Consolidated  Total Debt  outstanding,  the
identity of the Person to whom such Consolidated Total Debt is owed and the date
such Consolidated  Total Debt was incurred) and each Lien securing any such Debt
(setting forth with respect to each such Lien the property subject to such Lien)
as of the Closing Date; provided that the aggregate amount of Consolidated Total
Debt excluded  from this sentence by virtue of being  $100,000 or less shall not
exceed $5,000,000.  The Borrower and its Consolidated Subsidiaries have complied
in all  material  respects  with all of the terms of such Debt and Liens and all
instruments and agreements relating thereto, and no default or event of default,
or  event  or  condition  which  with  notice  or  lapse  of time or both  would
constitute such a default or event of default on the part of the Borrower or its
Consolidated  Subsidiaries exists with respect to any such Debt or Lien. None of
the properties  and assets of the Borrower or any Subsidiary  thereof is subject
to any Lien, except Liens permitted pursuant to Section 5.13.

     SECTION 4.15 Litigation.  Except for the matters described on Schedule 4.15
as of the Closing Date or disclosed in the Borrower's Annual Report on Form 10-K
for the Fiscal Year ended May 25, 2003 or other  reports filed after the Closing
Date with the  Securities  and Exchange  Commission  pursuant to the  Securities
Exchange  Act of 1934  and  except  for any  other  matter  which  could  not be
reasonably  expected to have a Material  Adverse  Effect,  there are no actions,
suits or  proceedings  pending  nor,  to the  best  knowledge  of the  Borrower,
threatened  against or in any other way relating  adversely to or affecting  the
Borrower or any Subsidiary thereof or any of their respective  properties in any
court or before  any  arbitrator  of any kind or  before or by any  Governmental
Authority.

     SECTION 4.16 Absence of  Defaults.  No event has occurred or is  continuing
which constitutes a Default, or which constitutes,  or which with the passage of
time or giving of notice or both would constitute, a default or event of default
by the Borrower or any  Subsidiary  thereof under any judgment,  decree or order
involving  an  amount  owed  by  the  Borrower  or a  Subsidiary  in  excess  of
$10,000,000 by which the Borrower or its Subsidiaries or any of their respective
properties may be bound or which would require the Borrower or its  Subsidiaries
to make any payment thereunder prior to the scheduled maturity date therefor.

     SECTION  4.17  Accuracy  and  Completeness  of  Information.   All  written
information,  reports and other papers and data  produced by or on behalf of the
Borrower or any Subsidiary thereof and furnished to the Administrative Agent and
each of the  Banks  (including  without  limitation  a copy of Form 10-K for the
Borrower's  Fiscal Year ended May 25, 2003,  filed by the Borrower with the SEC)
were,  at the time the same  were so  furnished,  complete  and  correct  in all
material  respects and,  when taken as a whole,  do not and will not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the

                                      -28-
<PAGE>

statements contained therein not misleading in the light of the circumstances in
which they were made. The documents and other written  information  furnished or
written statements made to the  Administrative  Agent or any of the Banks by the
Borrower  or  any  Subsidiary   thereof  in  connection  with  the  negotiation,
preparation or execution of this Agreement and the Loan Documents, when taken as
a whole,  do not  contain or will not  contain  any untrue  statement  of a fact
material  to the  business,  operations,  property  or  creditworthiness  of the
Borrower or its  Subsidiaries  or omit or will omit to state a fact necessary in
order to make the  statements  contained  therein not misleading in light of the
circumstances in which they were made.

     SECTION 4.18 Insolvency.  After giving effect to the execution and delivery
of the Loan  Documents  and the making of the Loans  under this  Agreement,  the
Borrower  will not be  "insolvent,"  as  defined  in ss.  101 of Title 11 of the
United States Code or Section 2 of the Uniform  Fraudulent  Transfer Act, or any
other  applicable state law pertaining to fraudulent  transfers,  as each may be
amended from time to time, or be unable to pay its debts generally as such debts
become due, or have an  unreasonably  small capital to engage in any business or
transaction, whether current or contemplated.

     SECTION 4.19 Insurance.  The Borrower will maintain, and will cause each of
its  Subsidiaries  to  maintain  (either in the name of the  Borrower or in such
Subsidiary's  own  name),  with  financially   sound  and  reputable   insurance
companies, insurance on all its property in at least such amounts and against at
least such risks as are  usually  insured  against in the same  general  area by
companies of established repute engaged in the same or similar business.

                                   ARTICLE V
                                    COVENANTS

     The  Borrower  covenants  and  agrees  that,  so long as any  Bank  has any
Commitment or any amount payable under this Agreement or any other Loan Document
remains  unpaid  other  than  indemnification   obligations  which  survive  the
termination of this Agreement or any other Loan Document:

     SECTION 5.01 Financial  Information and Notices.  The Borrower will deliver
to each of the Banks:

     (a) Financial Statements and Projections.

          (i) As soon as  practicable  and in any event  within  sixty (60) days
     after the end of each Fiscal  Quarter,  an unaudited  Consolidated  balance
     sheet of the Borrower and its Consolidated  Subsidiaries as of the close of
     such Fiscal  Quarter and  unaudited  Consolidated  condensed  statements of
     income,  retained earnings and cash flows for the Fiscal Quarter then ended
     and that  portion of the Fiscal Year then ended,  including  the  condensed
     notes thereto,  all in reasonable  detail setting forth in comparative form
     the corresponding figures for the preceding Fiscal Year and prepared by the
     Borrower in accordance with GAAP and, if applicable,  containing disclosure
     of the effect on the  financial  position or results of  operations  of any
     change in the application of accounting principles and practices during the
     period,  and certified by the chief  financial  officer or treasurer of the
     Borrower to present fairly in all material respects the financial condition
     of the Borrower and its  Consolidated  Subsidiaries as of their  respective
     dates and the

                                      -29-
<PAGE>

     results of operations of the Borrower and its Consolidated Subsidiaries for
     the respective periods then ended, subject to normal year end adjustments.

          (ii) As soon as  practicable  and in any event within ninety (90) days
     after the end of each Fiscal Year, an audited Consolidated balance sheet of
     the  Borrower  and its  Consolidated  Subsidiaries  as of the close of such
     Fiscal  Year  and  audited  Consolidated  statements  of  income,  retained
     earnings and cash flows for the Fiscal Year then ended, including the notes
     thereto,  all in reasonable  detail setting forth in  comparative  form the
     corresponding  figures  for the  preceding  Fiscal  Year  and  prepared  in
     accordance  with GAAP and,  if  applicable,  containing  disclosure  of the
     effect on the financial  position or results of operations of any change in
     the application of accounting principles and practices during the year, and
     accompanied  by  an  opinion  thereon  from  KPMG  Peat  Marwick  or  other
     nationally-recognized  independent public accounting firm acceptable to the
     Administrative   Agent  that  is  not  qualified   with  respect  to  scope
     limitations imposed by the Borrower or any of its Consolidated Subsidiaries
     or with respect to accounting principles followed by the Borrower or any of
     its Consolidated Subsidiaries not in accordance with GAAP.

          (iii) To the extent not  delivered  pursuant  to clause (i) or (ii) of
     this Section  5.01(a),  promptly but in any event within ten (10)  Domestic
     Business Days after the filing thereof,  a copy of (A) each report or other
     filing made by the Borrower or its Consolidated  Subsidiaries  with the SEC
     and  required  by  the  SEC to be  delivered  to  the  shareholders  of the
     Borrower,  and  (B)  each  report  made  by  the  Borrower  or  any  of its
     Consolidated   Subsidiaries   to  the  SEC  on  Form  8-K  and  each  final
     registration   statement  of  the  Borrower  or  any  of  its  Consolidated
     Subsidiaries filed with the SEC other than on Form S-8.

          (iv) Such other information regarding the operations, business affairs
     and  financial  condition  of the  Borrower  or  any  of  its  Consolidated
     Subsidiaries  as the  Administrative  Agent  or  any  Bank  may  reasonably
     request.

     (b) Officer's Compliance Certificate. At each time financial statements are
delivered  pursuant to clause (i) or (ii) of Section  5.01(a),  a certificate of
the chief financial  officer or treasurer of the Borrower in the form of Exhibit
E attached hereto (an "Officer's Compliance Certificate"):

          (i) stating that such officer has reviewed such  financial  statements
     and such statements fairly present the financial  condition of the Borrower
     and its  Subsidiaries  as of the dates  indicated  and the  results  of its
     operations and cash flows for the periods indicated;

          (ii) stating that to such officer's  knowledge,  based on a reasonable
     examination  sufficient  to enable him to make an  informed  statement,  no
     Default,  or,  if such is not the case,  specifying  such  Default  and its
     nature,  when it  occurred,  whether it is  continuing  and the steps being
     taken by the Borrower with respect to such Default;

                                      -30-
<PAGE>


          (iii)  setting  forth  a list  of the  Material  Subsidiaries  and the
     percent of total revenues of the Borrower and its  Subsidiaries and percent
     of total  assets  of the  Borrower  and its  Subsidiaries  which  each such
     Material Subsidiary represents; and

          (iv)  setting  forth as at the end of such  Fiscal  Quarter  or Fiscal
     Year, as the case may be, the calculations required to establish whether or
     not the Borrower was in compliance with the financial covenant set forth in
     Section 5.19 hereof as at the end of each respective period.

     (c) Notice of Litigation and Other Matters. Promptly (but in no event later
than ten (10) days (unless  otherwise  specified herein) after an officer of the
Borrower obtains knowledge thereof) telephonic and written notice of:

          (i) the  commencement  of all  proceedings  and  investigations  by or
     before any  Governmental  Authority and all actions and  proceedings in any
     court or before any  arbitrator  against or  involving  the Borrower or any
     Subsidiary  thereof  or any  of  their  respective  properties,  assets  or
     businesses  which in any such case could  reasonably  be expected to have a
     Material Adverse Effect;

          (ii) any  notice of any  violation  received  by the  Borrower  or any
     Subsidiary  thereof from any Governmental  Authority which could reasonably
     be  expected  to  have  a  Material  Adverse  Effect   including,   without
     limitation, any notice of violation of Environmental Laws which in any such
     case could reasonably be expected to have a Material Adverse Effect;

          (iii) any labor  controversy  that has  resulted  in, or  threatens to
     result  in, a strike or other  work  action  against  the  Borrower  or any
     Subsidiary  thereof which in any such case could  reasonably be expected to
     have a Material Adverse Effect;

          (iv) any  attachment,  judgment,  lien,  levy or order in an amount or
     with respect to assets of the Borrower or any of its Subsidiaries exceeding
     $25,000,000  that may be  rendered,  assessed  or  threatened  against  the
     Borrower or any Subsidiary thereof;

          (v) any Default;

          (vi) any reportable event for which notice is required under ERISA and
     not otherwise waived by the PBGC or "prohibited  transaction," as such term
     is  defined  in  Section  406 of  ERISA or  Section  4975 of the  Code,  in
     connection  with any  Plan or any  trust  created  thereunder  which  could
     reasonably be expected to result in liability of the Borrower or any member
     of the Controlled Group in an aggregate amount exceeding $25,000,000, along
     with a  description  of the nature  thereof,  what action the  Borrower has
     taken,  is taking or proposes to take with respect thereto and, when known,
     any action taken or threatened by the IRS, the DOL or the PBGC with respect
     thereto; and

          (vii) any event  which makes any of the  representations  set forth in
     Article IV inaccurate  in any manner which could  reasonably be expected to
     have a Material Adverse Effect.

                                      -31-
<PAGE>


     (d) Notice of Change of Debt Rating.  Promptly,  but in no event later than
five (5)  Domestic  Business  Days  after an  officer  of the  Borrower  obtains
knowledge thereof, telephonic and written notice of any change in the Borrower's
Debt Rating.

     (e) Accuracy of Information.  All written information,  reports, statements
and other  papers  and data  furnished  by or on behalf of the  Borrower  to the
Administrative  Agent  or any of the  Banks  (other  than  financial  forecasts)
whether  pursuant to this Section 5.01 or any other  provision of this Agreement
or any of the  other  Loan  Documents,  shall  be,  at the  time  the same is so
furnished, complete and correct in all material respects to the extent necessary
to give the  Administrative  Agent and the  Banks  complete,  true and  accurate
knowledge of the subject matter based on the Borrower's knowledge thereof.

     SECTION 5.02  Preservation  of  Corporate  Existence  and Related  Matters.
Except as permitted by Section 5.14,  the Borrower  shall,  and shall cause each
Subsidiary to,  preserve and maintain its separate  corporate  existence and all
rights,  franchises,  licenses  and  privileges  necessary to the conduct of its
business  and  qualify  and  remain  qualified  as  a  foreign  corporation  and
authorized to do business in each  jurisdiction in which it is required to be so
qualified,  except where the failure to be so qualified and authorized could not
reasonably be expected to have a Material Adverse Effect.

     SECTION 5.03  Maintenance  of Property.  The Borrower  will, and will cause
each Material  Subsidiary to, protect and preserve all properties  useful in and
material  to its  business,  including  copyrights,  patents,  trade  names  and
trademarks;  maintain  in  good  working  order  and  condition  all  buildings,
equipment and other tangible real and personal property,  ordinary wear and tear
excepted;  and  from  time  to time  make or  cause  to be  made  all  renewals,
replacements  and  additions to such  property  necessary for the conduct of its
business,  so that  the  business  carried  on in  connection  therewith  may be
properly and advantageously  conducted at all times.

     SECTION 5.04  Insurance.  The Borrower will, and will cause each Subsidiary
to, maintain insurance with financially sound and reputable insurance companies,
or  systems of  self-insurance,  against  such risks and in such  amounts as are
customarily  maintained  by  similar  businesses  and  as  may  be  required  by
Applicable  Law,  and deliver to the  Administrative  Agent or any Bank upon its
request a detailed  list of the insurance  then in effect,  stating the names of
the insurance  companies,  the amounts and rates of the insurance,  the dates of
the expiration thereof and the properties and risks covered thereby.

     SECTION 5.05 Accounting  Methods and Financial  Records.  The Borrower will
maintain a system of  accounting,  and keep such  books,  records  and  accounts
(which shall be true and  complete in all material  respects) as may be required
or as may be necessary to permit the  preparation  of  financial  statements  in
accordance with GAAP and in compliance with the regulations of any  Governmental
Authority having jurisdiction over it or any of its properties.

     SECTION 5.06 Payment and Performance of Obligations. The Borrower will, and
will cause  each  Subsidiary  to, pay and  perform  all  obligations  under this
Agreement,  the Notes and the other Loan  Documents,  and pay or perform (i) all
taxes, assessments and other governmental charges that may be levied or assessed
upon it or any of its property and (ii) all other indebtedness,  obligations and
liabilities in accordance with customary trade practices,  if the failure to pay
or perform as described in clause (i) or (ii) of this Section  could  reasonably
be

                                      -32-
<PAGE>

expected to have Material Adverse Effect;  provided that the Borrower or such
Subsidiary may contest any item described in clause (i) and (ii) of this Section
5.06,  in good faith so long as adequate  reserves are  maintained  with respect
thereto in accordance with GAAP.

     SECTION 5.07 Compliance with Laws,  Approvals and Agreements.  The Borrower
will, and will cause each  Subsidiary to, observe and remain in compliance  with
all  Applicable  Laws;  maintain  in full  force  and  effect  all  Governmental
Approvals;  and observe and remain in compliance with all agreements  (including
the  Distribution  Agreement  and Tax Agreement as described in Form 10/A of the
Borrower effective May 5, 1995, as filed with the SEC), except where the failure
to be in  compliance  with  Applicable  Laws and such  agreements or to maintain
Governmental  Approvals  could not  reasonably  be  expected  to have a Material
Adverse Effect.

     SECTION 5.08 Compliance with ERISA. In addition to and without limiting the
generality of Section 5.07, the Borrower  will,  and will cause each  Subsidiary
to, (i) comply in all material respects with all applicable  provisions of ERISA
and the regulations and published interpretations thereunder with respect to all
Plans, (ii) not take any action or fail to take action the result of which could
be a liability to the PBGC or to a  Multiemployer  Plan, and not  participate in
any prohibited transaction that could result in any civil penalty under ERISA or
tax under the Code and (iii)  furnish  to the  Administrative  Agent or any Bank
upon request such additional information about any Plan or Multiemployer Plan as
may be reasonably requested by the Administrative Agent or such Bank.

     SECTION 5.09 Conduct of Business.  The Borrower  will,  and will cause each
Subsidiary to, engage only in businesses in substantially the same fields as the
businesses  conducted  on the Closing  Date and in lines of business  reasonably
related thereto.

     SECTION  5.10  Loans  or  Advances.  Neither  the  Borrower  nor any of its
Consolidated  Subsidiaries  shall make loans or advances  to any Person,  except
loans and advances  the  aggregate  amount of which,  when  aggregated  with the
aggregate amount of Permitted Investments and Permitted Transfers made after the
Closing Date, does not exceed the Test Amount, provided that after giving effect
to the making of any loans and advances  permitted by this  Section,  no Default
shall have occurred and be continuing.

     SECTION 5.11 Investments.  Neither the Borrower nor any of its Consolidated
Subsidiaries shall make Investments in any Person except as permitted by Section
5.10 and except  Investments  (i) made pursuant to the Investment  Policy,  (ii)
constituting Permitted Acquisitions,  or (iii) not otherwise permitted by clause
(i) or (ii) of this Section the aggregate amount of which,  when aggregated with
the aggregate  amount of Permitted  Loans and Advances and  Permitted  Transfers
made after the Closing  Date,  does not exceed the Test  Amount;  provided  that
after giving  effect to the making of any  Investments  permitted by clauses (i)
through (iii) of this Section, no Default shall have occurred and be continuing.

     SECTION 5.12 Visits and Inspections. The Borrower will, and will cause each
Subsidiary to, permit  representatives of the Administrative  Agent or any Bank,
from time to time during regular business hours and upon reasonable  notice,  to
visit and inspect its  properties;  inspect,  audit and make  extracts  from its
books,  records and files,  including,  but not limited to,  management  letters
prepared by independent  accountants;  and discuss with its principal  officers,

                                      -33-
<PAGE>

and its independent accountants,  its business, assets,  liabilities,  financial
condition, results of operations and business prospects.

     SECTION  5.13  Limitations  on Liens.  Neither the  Borrower nor any of its
Subsidiaries will create,  incur, assume or suffer to exist, any Lien on or with
respect to any of its assets or properties  (including shares of capital stock),
real or personal, whether now owned or hereafter acquired, except:

     (a) Existing Liens described on Schedule 4.14 and any subsequent extensions
or renewals of such Liens if the principal  amount of the  indebtedness  secured
thereby is not increased and no additional property is made subject thereto;

     (b) Liens for taxes,  assessments and other governmental  charges or levies
not yet due or as to which the period of grace, if any,  related thereto has not
expired  or  which  are  being  contested  in  good  faith  and  by  appropriate
proceedings if adequate reserves are maintained to the extent required by GAAP;

     (c)  the  claims  of  materialmen,   mechanics,   carriers,   warehousemen,
processors or landlords for labor,  materials,  supplies or rentals  incurred in
the ordinary course of business,  (A) which are not overdue for a period of more
than  sixty  (60)  days,  (B)  which are being  contested  in good  faith and by
appropriate  proceedings  if  adequate  reserves  are  maintained  to the extent
required by GAAP or (C) which have been bonded for the full amount thereof;

     (d) Liens  consisting of deposits or pledges made in the ordinary course of
business (A) in  connection  with or to secure a payment of,  obligations  under
workers'  compensation,  unemployment insurance or similar legislation or (B) to
secure the performance of letters of credit,  bids,  tenders,  sales  contracts,
leases,  statutory  obligations,  surety, appeal and performance bonds and other
similar obligations,  in each case not incurred in connection with the borrowing
of money or the payment of the deferred purchase price of property;

     (e) Liens constituting  encumbrances in the nature of zoning  restrictions,
easements  and  rights or  restrictions  of record on the use of real  property,
which in the  aggregate are not  substantial  in amount and which do not, in any
case,  detract from the value of such  property or impair the use thereof in the
ordinary conduct of business;

     (f)  Liens  granted  to or in favor  of the  Administrative  Agent  for the
benefit of the Banks;

     (g) purchase money Liens and Liens securing  Capital Leases;  provided that
the Lien  attaches  only to the asset  being  purchased  or leased  and does not
exceed 100% of the purchase price or fair market value of such asset;

     (h) attachment, judgment and similar Liens arising in connection with court
proceedings  other  than any such Lien  which  would  create an Event of Default
under Section 6.01(i);

     (i) Liens on assets of Persons which become  Subsidiaries after the date of
this  Agreement;  provided  that such Liens  existed at the time the  respective
Persons became Subsidiaries and were not created in anticipation thereof;

                                      -34-
<PAGE>


     (j) any interest or title of a lessor under any lease;

     (k) licenses,  leases or subleases granted to other Persons not interfering
in any material respect with the business of the Borrower or any of its Material
Subsidiaries;

     (l) Liens arising solely by virtue of any statutory or common law provision
relating to bankers' liens,  rights of set-off or similar rights and remedies as
to  deposit  accounts  or other  funds  maintained  with a  creditor  depository
institution;  provided  that (A) such  deposit  account is not a dedicated  cash
collateral  account and is not  subject to  restrictions  against  access by the
Borrower or any of its  Subsidiaries in excess of those set forth by regulations
promulgated  by the Federal  Reserve  Board and (B) such deposit  account is not
intended by the Borrower or any of its Subsidiaries to provide collateral to the
depository institution; and

     (m) other  Liens on  assets or other  properties  of the  Borrower  and its
Subsidiaries;  provided  that the sum of the aggregate  Consolidated  Total Debt
secured by such other Liens  (exclusive  of  Consolidated  Total Debt secured by
Liens  permitted  by clauses  (a) through  (j) of this  Section  5.13) shall not
exceed an amount equal to $25,000,000.

     SECTION  5.14  Limitations  on Mergers,  Liquidations  and Sales of Assets.
Neither the  Borrower nor any of its  Subsidiaries  will merge,  consolidate  or
enter into any similar combination with any other Person; liquidate,  wind-up or
dissolve itself (or suffer any liquidation or  dissolution);  or sell its assets
in one or more series of transactions except:

     (a) the  Borrower  and its  Subsidiaries  may sell assets if the  aggregate
amount of assets sold after the Closing Date, when aggregated with the aggregate
amount of Permitted  Investments and Permitted Loans and Advances made after the
Closing Date, does not exceed the Test Amount;

     (b) any Subsidiary may merge with any other Subsidiary or with the Borrower
(if the Borrower is the entity surviving such merger);

     (c) the  Borrower  may merge with any Person as long as the Borrower is the
surviving  Person and no Default  shall have  occurred  before and after  giving
effect to such merger;

     (d) the Borrower and its Material  Subsidiaries  may effect sales,  leases,
transfers or other  dispositions  of equipment and inventory of the Borrower and
its Material Subsidiaries in the ordinary course of business;

     (e)  the  investments,   acquisitions  and  transfers  or  dispositions  of
properties permitted pursuant to Sections 5.10 and 5.11;

     (f) the sale or issuance of any Material  Subsidiary's capital stock to the
Borrower or any Material Subsidiary; and

     (g) any Subsidiary may sell or transfer all or a substantial portion of its
assets to the Borrower or any other Subsidiary.

                                      -35-
<PAGE>


     SECTION 5.15 Certain  Accounting  Changes.  The Borrower  will not make any
material change in its accounting  treatment and reporting  practices  except as
required by or as otherwise consistent with GAAP.

     SECTION 5.16 Change in Fiscal Year. The Borrower will not change its Fiscal
Year  without the consent of the  Required  Banks,  which  consent  shall not be
unreasonably withheld.

     SECTION 5.17 Restrictive Agreements. Neither the Borrower nor any of its
Subsidiaries will enter into any agreement which causes or permits to exist or
become effective any encumbrance or restriction on the ability of any Subsidiary
to (i) pay dividends or make any other distributions on its capital stock to the
Borrower or any Subsidiary, (ii) pay any indebtedness or other obligation owed
to the Borrower or any Subsidiary, (iii) make any loans or advances to the
Borrower or any Subsidiary or (iv) transfer any of its properties or assets to
the Borrower or any Subsidiary.

     SECTION 5.18 Acquisitions. Neither the Borrower nor any of its Subsidiaries
shall make any  Acquisitions,  provided that Permitted  Acquisitions may be made
if, after giving  effect  thereto,  no Default would be caused  thereby  (giving
effect thereto on a pro forma basis as to financial covenants).

     SECTION  5.19  Ratio  of  Consolidated  Total  Debt to  Consolidated  Total
Capitalization.  The ratio of  Consolidated  Total  Debt to  Consolidated  Total
Capitalization shall at all times be less than 0.55 to 1.00.

     SECTION 5.20 Limitation on Priority Debt. The Borrower shall not permit the
outstanding principal amount of Priority Debt to exceed, in the aggregate,  more
than $25,000,000 at any time.

                                   ARTICLE VI
                                    DEFAULTS

     SECTION  6.01 Events of  Default.  If one or more of the  following  events
("Events of Default") shall have occurred and be continuing:

     (a) the  Borrower  shall  fail to pay when  due any  principal  of,  or any
interest on, any Loan or shall fail to pay within  three (3)  Domestic  Business
Days of the date when due any fee or other amount payable hereunder; or

     (b) the Borrower shall fail to observe or perform any covenant contained in
Section 5.01(c)(v), 5.01(d), 5.02, 5.05, or 5.10 to 5.20, inclusive; or

     (c) the Borrower shall fail to observe or perform any covenant or agreement
contained  or  incorporated  by reference  in this  Agreement  (other than those
covered by clause (a) or (b) above) and such  failure  shall not have been cured
within  thirty  (30) days  after the  earlier  of (i) the first day on which the
Borrower has knowledge of such failure or (ii) written  notice  thereof has been
given to the Borrower by the Administrative Agent at the request of any Bank; or

                                      -36-
<PAGE>

     (d) any representation, warranty, certification or statement made or deemed
made by the  Borrower  in Article IV of this  Agreement  or in any  certificate,
financial statement or other document delivered pursuant to this Agreement shall
prove to have been incorrect or misleading in any material respect when made (or
deemed made); or

     (e) the Borrower or any Subsidiary  shall (i) default in the payment of any
item or items of  Consolidated  Total Debt  outstanding  of the  Borrower or any
Subsidiary (other than the Notes) the aggregate  outstanding  amount of which is
in excess of  $25,000,000  beyond the period of grace,  if any,  provided in the
instrument or agreement under which such Debt was created or (ii) default in the
observance or  performance of any other  agreement or condition  relating to any
item or items of  Consolidated  Total Debt  outstanding  of the  Borrower or any
Subsidiary (other than the Notes) the aggregate  outstanding  amount of which is
in excess of $25,000,000 or contained in any instrument or agreement evidencing,
securing or relating  thereto or any other event shall occur or condition exist,
which results in the  acceleration  of the maturity of  Consolidated  Total Debt
outstanding  of the Borrower or any  Subsidiary or the  mandatory  prepayment or
purchase of such Debt by the Borrower (or its designee) or such  Subsidiary  (or
its designee) prior to the scheduled maturity thereof,  or enables (or, with the
giving of notice or lapse of time or both,  would  enable)  the  holders of such
Debt or any Person  acting on such holders'  behalf to  accelerate  the maturity
thereof or require the  mandatory  prepayment  or purchase  thereof prior to the
scheduled  maturity  thereof,  without  regard to whether  such holders or other
Person shall have exercised or waived their right to do so; or

     (f) the Borrower or any Subsidiary shall commence a voluntary case or other
proceeding seeking  liquidation,  reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other similar law now or
hereafter  in  effect  or  seeking  the  appointment  of  a  trustee,  receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property,  or shall consent to any such relief or to the  appointment  of or
taking  possession  by  any  such  official  in an  involuntary  case  or  other
proceeding  commenced  against  it, or shall make a general  assignment  for the
benefit of  creditors,  or shall fail  generally,  or shall admit in writing its
inability,  to pay its debts as they  become  due,  or shall take any  corporate
action to authorize any of the foregoing; or

     (g) an involuntary case or other proceeding shall be commenced  against the
Borrower or any Subsidiary seeking  liquidation,  reorganization or other relief
with  respect  to it or its debts  under  any  bankruptcy,  insolvency  or other
similar law now or hereafter in effect or seeking the  appointment of a trustee,
receiver,  liquidator,  custodian  or  other  similar  official  of  it  or  any
substantial part of its property,  and such involuntary case or other proceeding
shall remain  undismissed  and  unstayed for a period of sixty (60) days;  or an
order for relief shall be entered  against the Borrower or any Subsidiary  under
the federal bankruptcy laws as now or hereafter in effect; or

     (h) the  Borrower or any member of the  Controlled  Group shall fail to pay
when due any  material  amount  which it shall have become  liable to pay to the
PBGC or to a Plan under  Title IV of ERISA;  or notice of intent to  terminate a
Plan or Plans shall be filed under Title IV of ERISA by the Borrower, any member
of the  Controlled  Group,  any plan  administrator  or any  combination  of the
foregoing;  or the PBGC shall institute  proceedings  under Title IV of ERISA to
terminate or to cause a trustee to be appointed to  administer  any such Plan or
Plans or a  proceeding  shall be  instituted  by a fiduciary of any such Plan or
Plans to enforce  Section 515 or

                                      -37-
<PAGE>

4219(c)(5) of ERISA and such  proceeding  shall not have been  dismissed  within
thirty (30) days  thereafter;  or a condition shall exist by reason of which the
PBGC would be  entitled  to obtain a decree  adjudicating  that any such Plan or
Plans must be terminated;  or the Borrower or any other member of the Controlled
Group shall enter into,  contribute or be obligated to contribute to,  terminate
or incur any withdrawal liability with respect to, a Multiemployer Plan; or

     (i) one or  more  judgments  or  orders  for the  payment  of  money  in an
aggregate amount in excess of $25,000,000 shall be rendered against the Borrower
or any  Subsidiary  and such judgment or order shall  continue  unsatisfied  and
unstayed for a period of thirty (30) days; or

     (j) a  federal  tax  lien  shall  be  filed  against  the  Borrower  or any
Subsidiary  under  Section 6323 of the Code or a lien of the PBGC shall be filed
against the Borrower or any Subsidiary under Section 4068 of ERISA and in either
case such lien shall remain  undischarged  for a period of twenty-five (25) days
after the date of filing and the aggregate amount or amounts secured by any such
lien or liens shall exceed $1,000,000; or

     (k) (i) any  Person or two or more  Persons  acting in  concert  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) of
twenty  percent (20%) or more of the  outstanding  shares of the voting stock of
the Borrower; or (ii) as of any date a majority of the Board of Directors of the
Borrower  consists  of  individuals  who were not  either (A)  directors  of the
Borrower as of the  corresponding  date of the  previous  year,  (B) selected or
nominated to become directors by the Board of Directors of the Borrower of which
a majority consisted of individuals  described in clause (A), or (C) selected or
nominated to become directors by the Board of Directors of the Borrower of which
a majority  consisted of  individuals  described  in clause (A) and  individuals
described in clause (B);

then, and in every such event, the  Administrative  Agent shall (i) if requested
by the  Required  Banks,  by  written  notice  to  the  Borrower  terminate  the
Commitments  and they shall  thereupon  terminate,  and (ii) if requested by the
Required  Banks,  by written notice to the Borrower  declare the Notes (together
with accrued interest thereon) and all other amounts payable hereunder and under
the other  Loan  Documents  to be,  and the  Notes  (together  will all  accrued
interest  thereon) and all other amounts  payable  hereunder and under the other
Loan Documents  shall  thereupon  become,  immediately  due and payable  without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
hereby  waived by the  Borrower,  together  with  interest at the  Default  Rate
accruing on the principal  amount  thereof from and after the date of such Event
of Default; provided that if any Event of Default specified in clause (f) or (g)
above occurs with respect to the Borrower, without any notice to the Borrower or
any other act by the  Administrative  Agent or the Banks, the Commitments  shall
thereupon  automatically terminate and the Notes (together with accrued interest
thereon)  and all other  amounts  payable  hereunder  and  under the other  Loan
Documents  shall  automatically  and without notice become  immediately  due and
payable without presentment,  together with interest thereon at the Default Rate
accruing on the principal  amount  thereof from and after the date of such Event
of Default, demand, protest or other notice of any kind, all of which are hereby
waived by the Borrower.  Notwithstanding the foregoing, the Administrative Agent
shall have available to it all other remedies at law or equity.

                                      -38-
<PAGE>

                                  ARTICLE VII
                            THE ADMINISTRATIVE AGENT

     SECTION  7.01  Appointment,   Powers  and  Immunities.   Each  Bank  hereby
irrevocably  appoints  and  authorizes  the  Administrative  Agent to act as its
Administrative  Agent  hereunder  and under the other Loan  Documents  with such
powers as are specifically  delegated to the  Administrative  Agent by the terms
hereof and thereof, together with such other powers as are reasonably incidental
thereto. The Administrative  Agent: (a) shall have no duties or responsibilities
except as expressly set forth in this  Agreement  and the other Loan  Documents,
and shall  not by reason of this  Agreement  or any  other  Loan  Document  be a
trustee for any Bank;  (b) makes no warranty or  representation  to any Bank and
shall  not  be   responsible   to  the  Banks  for  any  recitals,   statements,
representations  or  warranties  contained  in this  Agreement or any other Loan
Document,  or in any  certificate or other document  referred to or provided for
in, or received by any Bank under, this Agreement or any other Loan Document, or
for the validity, effectiveness,  genuineness,  enforceability or sufficiency of
this Agreement or any other Loan Document or any other  document  referred to or
provided for herein or therein or for any failure by the Borrower to perform any
of its  obligations  hereunder  or  thereunder;  (c)  shall not be  required  to
initiate or conduct any litigation or collection  proceedings hereunder or under
any other Loan Document  except to the extent  requested by the Required  Banks,
and then only on terms and conditions  satisfactory to the Administrative Agent,
and (d) shall not be responsible  for any action taken or omitted to be taken by
it  hereunder  or under  any  other  Loan  Document  or any  other  document  or
instrument  referred  to or  provided  for herein or  therein  or in  connection
herewith  or  therewith,   except  for  its  own  gross  negligence  or  willful
misconduct. The Administrative Agent may employ agents and attorneys-in-fact and
shall not be responsible  for the negligence or misconduct of any such agents or
attorneys-in-fact  selected by it with  reasonable  care. The provisions of this
Article  VII are solely  for the  benefit  of the  Administrative  Agent and the
Banks,  and the Borrower shall not have any rights as a third party  beneficiary
of any of the  provisions  hereof.  In performing its functions and duties under
this  Agreement and under the other Loan  Documents,  the  Administrative  Agent
shall act  solely as agent of the  Banks  and does not  assume  and shall not be
deemed to have assumed any obligation towards or relationship of agency or trust
with or for the  Borrower  regardless  of whether a Default has  occurred and is
continuing.  The duties of the  Administrative  Agent shall be  ministerial  and
administrative in nature, and the Administrative  Agent shall not have by reason
of this Agreement or any other Loan Document a fiduciary relationship in respect
of any Bank.

     SECTION 7.02 Reliance by  Administrative  Agent. The  Administrative  Agent
shall be entitled to rely upon,  and shall not incur any  liability  for relying
upon, any certification, notice or other communication (including any thereof by
telephone,  telefax, telegram or cable) believed by it to be genuine and correct
and to have been signed or sent by or on behalf of the proper Person or Persons,
and upon advice and  statements of legal  counsel,  independent  accountants  or
other  experts  selected  by the  Administrative  Agent.  As to any  matters not
expressly  provided  for by this  Agreement  or any  other  Loan  Document,  the
Administrative  Agent  shall in all cases be fully  protected  in acting,  or in
refraining from acting, hereunder and thereunder in accordance with instructions
signed by the Required Banks, and such instructions of the Required Banks in any
action taken or failure to act pursuant  thereto  shall be binding on all of the
Banks.

                                      -39-
<PAGE>

     SECTION 7.03 Defaults. The Administrative Agent shall not be deemed to have
knowledge  of the  occurrence  of a  Default  (other  than  the  non-payment  of
principal  of or  interest  on the Loans)  unless the  Administrative  Agent has
received notice from a Bank or the Borrower  specifying such Default and stating
that such notice is a "Notice of Default".  In the event that the Administrative
Agent receives such a notice of the occurrence of a Default,  the Administrative
Agent shall give prompt notice thereof to the Banks.  The  Administrative  Agent
shall (subject to Section 9.05) take such action with respect to such Default as
shall be directed by the Required  Banks,  provided  that,  unless and until the
Administrative  Agent shall have received such  directions,  the  Administrative
Agent may (but shall not be  obligated  to) take such  action,  or refrain  from
taking such action,  with respect to such Default as it shall deem  advisable in
the best interests of the Banks.

     SECTION 7.04 Rights of  Administrative  Agent and its Affiliates as a Bank.
With  respect  to its  Commitment  and  the  Loans  made  by it  and  any of its
Affiliates,   Wachovia  (and  any  successor  acting  as  Administrative   Agent
hereunder) in its capacity as a Bank hereunder, and any Affiliate of Wachovia in
its  capacity  as a Bank  hereunder,  shall  have the  same  rights  and  powers
hereunder  as any  other  Bank and may  exercise  the same as though it were not
acting as the Administrative Agent, and the term "Bank" or "Banks" shall, unless
the context otherwise indicates, include Wachovia in its individual capacity and
any Affiliate of the Administrative Agent in its individual  capacity.  Wachovia
(and any successor acting as  Administrative  Agent hereunder) and any Affiliate
thereof may (without  having to account  therefor to any Bank)  accept  deposits
from, lend money to and generally engage in any kind of banking,  trust or other
business with the Borrower (and any of the Borrower's  Affiliates) as if it were
not acting as the  Administrative  Agent, and Wachovia and any Affiliate thereof
may accept fees and other  consideration  from the Borrower or any Subsidiary or
Affiliate  thereof for services in connection  with this  Agreement or any other
Loan Document or otherwise without having to account for the same to the Banks.

     SECTION 7.05  Indemnification.  Each Bank severally agrees to indemnify the
Administrative Agent, to the extent the Administrative Agent shall not have been
reimbursed by the Borrower,  ratably in accordance with its Commitment,  for any
and  all  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments, suits, costs, expenses (including,  without limitation,  counsel fees
and  disbursements) or disbursements of any kind and nature whatsoever which may
be imposed on, incurred by or asserted against the  Administrative  Agent in any
way relating to or arising out of this  Agreement or any other Loan  Document or
any other  documents  contemplated  by or  referred  to herein or therein or the
transactions  contemplated  hereby or thereby  (excluding,  unless a Default has
occurred  and is  continuing,  the  normal  administrative  costs  and  expenses
incident to the  performance of its agency duties  hereunder) or the enforcement
of any of the terms  hereof or thereof or any such  other  documents;  provided,
however,  that no Bank  shall be liable for any of the  foregoing  to the extent
they arise from the gross negligence or willful misconduct of the Administrative
Agent. If any indemnity  furnished to the  Administrative  Agent for any purpose
shall,  in the opinion of the  Administrative  Agent,  be insufficient or become
impaired,  the Administrative Agent may call for additional indemnity and cease,
or not  commence,  to do the acts  indemnified  against  until  such  additional
indemnity is furnished.

     SECTION 7.06 CONSEQUENTIAL  DAMAGES.  THE ADMINISTRATIVE AGENT SHALL NOT BE
RESPONSIBLE  OR LIABLE TO ANY BANK,  THE  BORROWER

                                      -40-
<PAGE>

OR ANY OTHER  PERSON OR ENTITY  FOR ANY  PUNITIVE,  EXEMPLARY  OR  CONSEQUENTIAL
DAMAGES  WHICH MAY BE  ALLEGED  AS A RESULT OF THIS  AGREEMENT,  THE OTHER  LOAN
DOCUMENTS, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

     SECTION 7.07 Payee of Note Treated as Owner. The  Administrative  Agent may
deem and  treat  the payee of any Note as the  owner  thereof  for all  purposes
hereof unless and until a written notice of the  assignment or transfer  thereof
shall  have been  filed  with the  Administrative  Agent and the  provisions  of
Section 9.07(c) have been satisfied.  Any requests,  authority or consent of any
Person  who at the time of making  such  request  or giving  such  authority  or
consent  is the  holder  of any Note  shall be  conclusive  and  binding  on any
subsequent  holder,  transferee or assignee of that Note or of any Note or Notes
issued in exchange therefor or replacement thereof.

     SECTION 7.08  Non-Reliance on  Administrative  Agent and Other Banks.  Each
Bank  agrees   that  it  has,   independently   and  without   reliance  on  the
Administrative  Agent  or any  other  Bank,  and  based  on such  documents  and
information as it has deemed  appropriate,  made its own credit  analysis of the
Borrower  and  decision  to  enter  into  this   Agreement  and  that  it  will,
independently  and without reliance upon the  Administrative  Agent or any other
Bank, and based on such documents and  information as it shall deem  appropriate
at the time,  continue to make its own analysis  and  decisions in taking or not
taking  action  under this  Agreement  or any of the other Loan  Documents.  The
Administrative Agent shall not be required to keep itself (or any Bank) informed
as to the  performance or observance by the Borrower of this Agreement or any of
the other Loan  Documents  or any other  document  referred to or  provided  for
herein or therein or to inspect the  properties  or books of the Borrower or any
other Person.  Except for notices,  reports and other  documents and information
expressly  required to be  furnished  to the Banks by the  Administrative  Agent
hereunder or under the other Loan Documents,  the Administrative Agent shall not
have any duty or  responsibility  to  provide  any Bank with any credit or other
information  concerning  the  affairs,  financial  condition  or business of the
Borrower or any other  Person (or any of their  Affiliates)  which may come into
the possession of the Administrative Agent.

     SECTION 7.09 Failure to Act.  Except for action  expressly  required of the
Administrative   Agent  hereunder  or  under  the  other  Loan  Documents,   the
Administrative  Agent  shall in all  cases  be fully  justified  in  failing  or
refusing  to act  hereunder  and  thereunder  unless  it shall  receive  further
assurances to its satisfaction by the Banks of their indemnification obligations
under  Section  7.05  against any and all  liability  and  expense  which may be
incurred by the Administrative Agent by reason of taking, continuing to take, or
failing to take any such action.

     SECTION 7.10 Resignation of Administrative  Agent. The Administrative Agent
may resign at any time by giving  notice  thereof to the Banks and the Borrower.
Upon any such resignation,  the Required Banks shall have the right to appoint a
successor  Administrative  Agent  with the  consent  of the  Borrower  (unless a
Default  has  occurred  and is then  existing,  in which case the consent of the
Borrower  shall  not be  required),  which  consent  shall  not be  unreasonably
withheld or delayed.  If no  successor  Administrative  Agent shall have been so
appointed by the Required Banks and shall have accepted such appointment  within
thirty (30) days after the retiring  Administrative  Agent's  resignation,  such
resignation   shall   nonetheless   become   effective

                                      -41-

<PAGE>

and (i) the retiring  Administrative  Agent shall be discharged  from its duties
and  obligations  hereunder and (ii) the Required Banks shall perform the duties
of the Administrative Agent (and all payments and communications  provided to be
made by, to or through the  Administrative  Agent shall instead be made by or to
each Bank  directly)  until such time as the Required  Banks appoint a successor
agent as  provided  for  above in this  paragraph.  Upon the  acceptance  of any
appointment  as  Administrative  Agent  hereunder by a successor  Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested  with all the  rights,  powers,  privileges  and  duties of the  retiring
Administrative  Agent, and the retiring (or retired)  Administrative Agent shall
be  discharged  from  its  duties  and  obligations  hereunder  if  not  already
discharged  therefrom as provided  above in this  paragraph.  After any retiring
Administrative  Agent's  resignation  hereunder  as  Administrative  Agent,  the
provisions  of this  Article  VII shall  continue  in effect for its  benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
the Administrative Agent hereunder.

     SECTION 7.11 Other Agents.  The Borrower and each Bank hereby  acknowledges
that any Bank designated as an "Agent" on the signature pages hereof (other than
the Administrative Agent) shall not have any obligations,  duties or liabilities
hereunder other than in its capacity as a Bank.

                                  ARTICLE VIII
                      CHANGE IN CIRCUMSTANCES; COMPENSATION

     SECTION 8.01 Basis for Determining  Interest Rate Inadequate or Unfair.  If
on or prior to the first day of any Interest Period:

     (a) the  Administrative  Agent  determines that deposits in Dollars (in the
applicable  amounts)  are not being  offered  in the  relevant  market  for such
Interest Period, or

     (b) the  Required  Banks  advise the  Administrative  Agent that the London
Interbank  Offered  Rate as  determined  by the  Administrative  Agent  will not
adequately  and fairly  reflect  the cost to such  Banks of funding  Euro-Dollar
Loans for such Interest Period,

the Administrative Agent shall forthwith give notice thereof to the Borrower and
the Banks,  whereupon until the Administrative  Agent notifies the Borrower that
the  circumstances   giving  rise  to  such  suspension  no  longer  exist,  the
obligations of the Banks to make Euro-Dollar  Loans specified in such notice, or
to permit  continuations  of or conversions  into  Euro-Dollar  Loans,  shall be
suspended.  Unless the Borrower notifies the  Administrative  Agent at least two
(2)  Euro-Dollar  Business Days before the date of any Borrowing of  Euro-Dollar
Loans for which a Notice of Borrowing has previously been given, or continuation
or conversion into such Euro-Dollar  Loans for which a Notice of Continuation or
Conversion  has  previously  been  given,  that it  elects  not to  borrow or so
continue or convert on such date,  such  Borrowing  shall  instead be made as or
continue  to be a Base  Rate  Borrowing,  or  such  Euro-Dollar  Loan  shall  be
converted to a Base Rate Loan.

     SECTION 8.02  Illegality.  If,  after the date hereof,  the adoption of any
Applicable  Law, or any change in any existing or future  Applicable Law, or any
change in the  interpretation  or  administration  thereof  by any  Governmental
Authority,  in each case having general application to financial institutions of
the same classification as an affected Bank (any such event

                                      -42-
<PAGE>

being  referred  to as a "Change  of Law"),  or  compliance  by any Bank (or its
Lending  Office) with any request or directive  (whether or not having the force
of law) of any  Governmental  Authority shall make it unlawful or impossible for
any Bank (or its Lending Office) to make, maintain or fund its Euro-Dollar Loans
and such Bank shall so notify the Administrative Agent, the Administrative Agent
shall  forthwith  give  notice  thereof  to the other  Banks  and the  Borrower,
whereupon  until such Bank  notifies the Borrower and the  Administrative  Agent
that the  circumstances  giving rise to such  suspension  no longer  exist,  the
obligation of such Bank to make or permit  continuations  of or conversions into
Euro-Dollar  Loans  shall  be  suspended.   Before  giving  any  notice  to  the
Administrative  Agent pursuant to this Section 8.02, such Bank shall designate a
different Lending Office if such designation will avoid the need for giving such
notice and will not, in the judgment of such Bank, be otherwise  disadvantageous
to such Bank. If such Bank shall determine that it may not lawfully  continue to
maintain and fund any of its outstanding Euro-Dollar Loans to maturity and shall
so specify in such notice,  the Borrower  shall  immediately  prepay in full the
then  outstanding  principal  amount  of each  Euro-Dollar  Loan  of such  Bank,
together with accrued  interest thereon and any amount due such Bank pursuant to
Section 8.05(a).  Concurrently  with prepaying each such  Euro-Dollar  Loan, the
Borrower  shall borrow a Base Rate Loan in an equal  principal  amount from such
Bank (on which interest and principal  shall be payable  contemporaneously  with
the related Euro-Dollar Loans of the other Banks), and such Bank shall make such
a Base Rate Loan.

     SECTION 8.03 Increased Cost and Reduced Return.

     (a) If after the date hereof, a Change of Law or compliance by any Bank (or
its Lending  Office)  with any request or  directive  (whether or not having the
force of law) of any Authority:

          (i) shall  impose,  modify or deem  applicable  any  reserve,  special
     deposit or similar requirement  (including,  without  limitation,  any such
     requirement  imposed  by the  Board of  Governors  of the  Federal  Reserve
     System,  but  excluding,  with respect to any  Euro-Dollar  Loan,  any such
     requirement  included  in an  applicable  Euro-Dollar  Reserve  Percentage)
     against assets of,  deposits with or for the account of, or credit extended
     by, any Bank (or its Lending Office); or

          (ii) shall  impose on any Bank (or its  Lending  Office) or the London
     interbank market any other condition  affecting its Euro-Dollar  Loans, its
     Notes or its obligation to make Euro-Dollar Loans;

and the result of any of the  foregoing is to increase the cost to such Bank (or
its Lending  Office) of making or maintaining  any Loan, or to reduce the amount
of any sum received or  receivable  by such Bank (or its Lending  Office)  under
this Agreement or under its Notes with respect  thereto,  by an amount deemed by
such Bank to be material, then, within fifteen (15) days after written demand by
such Bank (with a copy to the  Administrative  Agent)  specifying  in reasonable
detail such Bank's calculations as to the amount owed to such Bank, the Borrower
shall pay to such Bank such additional amount or amounts as will compensate such
Bank for such increased cost or reduction,  provided that the Borrower shall not
be  obligated  to pay such amount  which is  attributable  to any period of time
occurring  more than one hundred  eighty (180) days prior to the date of receipt
by the Borrower of such demand.

                                      -43-
<PAGE>

     (b) If any Bank  shall  have  determined  that  after the date  hereof  the
adoption of any Applicable Law regarding capital adequacy,  or any change in any
existing  or future  Applicable  Law,  or any  change in the  interpretation  or
administration  thereof, or compliance by any Bank (or its Lending Office or the
bank  holding  company of which such Bank is a  subsidiary)  with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any Governmental Authority, has or would have the effect of reducing the rate of
return on such Bank's (or such bank holding  company's) capital as a consequence
of its obligations hereunder to a level below that which such Bank (or such bank
holding company) could have achieved but for such adoption, change or compliance
(taking into consideration such Bank's (or such bank holding company's) policies
with  respect  to  capital  adequacy)  by an  amount  deemed  by such Bank to be
material,  then from time to time, within fifteen (15) days after written demand
by such Bank specifying in reasonable detail such Bank's  calculations as to the
amount owed to such Bank,  the Borrower  shall pay to such Bank such  additional
amount or amounts as will compensate such Bank for such reduction, provided that
the Borrower shall not be obligated to pay any such amount which is attributable
to any period of time  occurring more than one hundred eight (180) days prior to
the date of receipt by the Borrower of such demand.

     (c) Each Bank will  promptly  notify the  Borrower  and the  Administrative
Agent of any event of which it has knowledge,  occurring  after the date hereof,
which will entitle such Bank to  compensation  pursuant to this Section 8.03 and
will  designate a different  Lending Office if such  designation  will avoid the
need for,  or reduce the  amount  of,  such  compensation  and will not,  in the
judgment of such Bank, be otherwise  disadvantageous to such Bank. A certificate
of any Bank  claiming  compensation  under this  Section and  setting  forth the
additional  amount or amounts to be paid to it hereunder  shall be conclusive in
the absence of manifest error. In determining such amount, such Bank may use any
reasonable averaging and attribution methods.

     (d) The provisions of this Section 8.03 shall be applicable with respect to
any Participant,  Assignee or other Transferee, and any calculations required by
such provisions shall be made based upon the  circumstances of such Participant,
Assignee or other Transferee.

     SECTION 8.04 Base Rate Loans Substituted for Affected Euro-Dollar Loans. If
(i) the  obligation of any Bank to make or maintain  Euro-Dollar  Loans has been
suspended  pursuant to Section 8.02 or (ii) any Bank has  demanded  compensation
under Section 8.03,  and the Borrower  shall,  by at least five (5)  Euro-Dollar
Business Days' prior notice to such Bank through the Administrative  Agent, have
elected  that the  provisions  of this Section  shall apply to such Bank,  then,
unless and until such Bank notifies the Borrower that the  circumstances  giving
rise to such suspension or demand for compensation no longer apply:

     (a) all Loans which would  otherwise  be made by such Bank as, or permitted
to be continued as or converted  into,  Euro-Dollar  Loans shall instead be made
as,  continue to be or converted into Base Rate Loans (in all cases interest and
principal  on such Loans  shall be payable  contemporaneously  with the  related
Euro-Dollar Loans of the other Banks), and

     (b) after each of its  Euro-Dollar  Loans has been repaid,  all payments of
principal which would otherwise be applied to repay such Euro-Dollar Loans shall
be applied to repay its Base Rate Loans instead.

                                      -44-
<PAGE>


In the event that the Borrower  shall elect that the  provisions of this Section
shall apply to any Bank,  the Borrower shall remain liable for, and shall pay to
such Bank as provided  herein,  all amounts due such Bank under  Section 8.03 in
respect of the period  preceding  the date of  conversion  of such Bank's  Loans
resulting from the Borrower's election.

     SECTION 8.05 Compensation.  Upon the request of any Bank,  delivered to the
Borrower and the Administrative  Agent, the Borrower shall pay to such Bank such
amount or amounts as shall  compensate  such Bank for any loss,  cost or expense
incurred by such Bank as a result of:

     (a) any payment or  prepayment  (pursuant to Section  2.09,  Section  2.10,
Section 8.02 or otherwise)  of a Euro-Dollar  Loan on a date other than the last
day of an Interest Period for such Euro-Dollar Loan;

     (b) any failure by the  Borrower to prepay a  Euro-Dollar  Loan on the date
for such prepayment specified in the relevant notice of prepayment hereunder; or

     (c) any failure by the  Borrower to borrow a  Euro-Dollar  Loan on the date
for the Euro-Dollar Borrowing of which such Euro-Dollar Loan is a part specified
in the applicable Notice of Borrowing delivered pursuant to Section 2.02;

such compensation to include, without limitation, an amount equal to the excess,
if any, of (x) the amount of interest  which would have accrued on the amount so
paid or prepaid or not prepaid or borrowed  for the period from the date of such
payment,  prepayment  or failure to prepay or borrow to the last day of the then
current  Interest Period for such Euro-Dollar Loan (or, in the case of a failure
to prepay or borrow,  the Interest Period for such  Euro-Dollar Loan which would
have  commenced  on the  date  of such  failure  to  prepay  or  borrow)  at the
applicable rate of interest for such  Euro-Dollar  Loan provided for herein over
(y) the amount of interest  (as  reasonably  determined  by such Bank) such Bank
would have paid on  deposits  in  Dollars of  comparable  amounts  having  terms
comparable  to  such  period  placed  with it by  leading  banks  in the  London
interbank market.

     SECTION  8.06  Replacement  of Banks.  If any Bank (a "Notice  Bank") makes
demand for amounts owed under  Section 8.03 (other than due to any change in the
Euro-Dollar Reserve Percentage),  or gives notice under Section 8.02 that it can
no longer participate in Euro-Dollar Loans, then in each case the Borrower shall
have the right,  if no Default or Event of Default  exists,  and  subject to the
terms and conditions set forth in Section  9.07(c),  to designate an assignee (a
"Replacement Bank") to purchase the Notice Bank's share of outstanding Loans and
all other obligations  hereunder and to assume the Notice Bank's  obligations to
the Borrower under this Agreement;  provided, that, any Replacement Bank must be
reasonably  acceptable to the Administrative  Agent and the Required Banks (and,
in  any  event,  may  not  be an  Affiliate  of the  Borrower).  Subject  to the
foregoing,  the Notice Bank agrees to assign without recourse to the Replacement
Bank its share of outstanding  Loans and its Commitment,  and to delegate to the
Replacement  Bank its  obligations  to the Borrower under this Agreement and its
future obligations to the Administrative  Agent under this Agreement.  Upon such
sale and  delegation  by the Notice Bank and the purchase and  assumption by the
Replacement  Bank, and compliance  with the provisions of Section  9.07(c),  the
Notice Bank shall cease to be a "Bank"  hereunder and the Replacement Bank shall
become a "Bank" under this Agreement;  provided,  however,  that

                                      -45-
<PAGE>

any Notice Bank shall continue to be entitled to the indemnification  provisions
contained elsewhere herein.

                                   ARTICLE IX
                                  MISCELLANEOUS

     SECTION 9.01 Notices. All notices, requests and other communications to any
party hereunder shall be in writing (including facsimile transmission or similar
writing) and shall be given to such party at its address or facsimile number, as
follows

     (a) If to the Borrower, to it at 6100 Lake Ellenor Drive, Orlando,  Florida
32809, Attention: William R. White, III, Vice President and Treasurer, Facsimile
number: (407) 245-6677,  Telephone number:  (407) 245-5142,  with a copy to 5900
Lake Ellenor Drive, Orlando,  Florida 32809, Attention:  Paula J. Shives, Senior
Vice President and General Counsel, Facsimile number: (407) 245-5052,  Telephone
number: (407) 245-6566;

     (b) If to the  Administrative  Agent, (i) any Notice of Borrowing or Notice
of  Continuation  or Conversion  shall be sent to it at Wachovia Bank,  National
Association,  One Wachovia Center,  301 South College Street,  Charlotte,  North
Carolina 28288-0680,  Attention:  Syndication Agency Services, Facsimile number:
(704) 383-0288,  and (ii) any other notice, request or other communication shall
be sent to it at Wachovia  Capital Markets,  LLC, 301 South College Street,  5th
Floor, NC 0760, Charlotte,  North Carolina 28288,  Attention:  Louis K. Beasley,
III, Loan Syndications - Agency  Management,  Facsimile number:  (704) 383-6647;
and

     (c) If to a Bank,  to such Bank at its  address (or  facsimile  number) set
forth in its Administrative Questionnaire as completed and actually delivered by
such Bank to the Administrative Agent;

or such other address or facsimile  number as such party may  hereafter  specify
for the  purpose by notice to each other  party.  Each such  notice,  request or
other  communication  shall be effective  (i) if given by  facsimile,  when such
facsimile is transmitted to the facsimile  number  specified in this Section and
the facsimile  machine used by the sender provides a written  confirmation  that
such facsimile has been so transmitted or receipt of such facsimile transmission
is otherwise confirmed, (ii) if given by mail, seventy-two (72) hours after such
communication  is  deposited  in the mails with  first  class  postage  prepaid,
addressed as aforesaid, and (iii) if given by any other means, when delivered at
the  address   specified  in  this   Section;   provided  that  notices  to  the
Administrative  Agent under  Article II or Article  VIII shall not be  effective
until received.

     SECTION 9.02 No Waivers. No failure or delay by the Administrative Agent or
any Bank in exercising any right, power or privilege hereunder or under any Note
or other Loan Document shall operate as a waiver thereof nor shall any single or
partial  exercise  thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided  shall be  cumulative  and not  exclusive  of any  rights  or  remedies
provided by law.

     SECTION 9.03 Expenses; Documentary Taxes; Indemnification.

     (a)  The  Borrower  shall  pay  (i)  all  out-of-pocket   expenses  of  the
Administrative  Agent,  including fees and  disbursements of special counsel for
the  Administrative  Agent, in

                                      -46-
<PAGE>

connection  with the preparation of this Agreement and the other Loan Documents,
any waiver or consent hereunder or thereunder or any amendment hereof or thereof
or any Default or alleged Default  hereunder or thereunder and (ii) if a Default
occurs, all out-of-pocket  expenses incurred by the Administrative  Agent or any
Bank,  including  fees and  disbursements  of counsel,  in connection  with such
Default and collection and other enforcement  proceedings  resulting  therefrom,
including  out-of-pocket  expenses  incurred in enforcing this Agreement and the
other Loan Documents.

     (b) The Borrower  shall  indemnify the  Administrative  Agent and each Bank
against any transfer taxes,  documentary  taxes,  assessments or charges made by
any Authority by reason of the  execution and delivery of this  Agreement or the
other Loan Documents.

     (c) The Borrower shall indemnify the  Administrative  Agent,  the Banks and
each Affiliate thereof and their respective directors,  officers,  employees and
agents  from,  and  hold  each of them  harmless  against,  any and all  losses,
liabilities,  claims or damages to which any of them may become subject, insofar
as such losses,  liabilities,  claims or damages arise out of or result from any
transaction  contemplated  by this  Agreement or any other Loan  Document or any
actual or proposed  use by the  Borrower of the  proceeds  of any  extension  of
credit by any Bank  hereunder or breach by the Borrower of this Agreement or any
other Loan Document or from any investigation,  litigation  (including,  without
limitation, any actions taken by the Administrative Agent or any of the Banks to
enforce this Agreement or any of the other Loan  Documents) or other  proceeding
(including,  without  limitation,  any threatened  investigation  or proceeding)
relating to the foregoing,  and the Borrower shall reimburse the  Administrative
Agent and each Bank, and each Affiliate thereof and their respective  directors,
officers, employees and agents, upon demand for any expenses (including, without
limitation,  legal fees) incurred in connection with any such  investigation  or
proceeding;  but  excluding  any such losses,  liabilities,  claims,  damages or
expenses which are determined by a final,  non-appealable judgment of a court to
have been incurred by reason of the gross  negligence  or willful  misconduct of
the Person to be indemnified.  In the case of any  investigation,  litigation or
other  proceeding  to which the  indemnity in this Section  9.03  applies,  such
indemnity shall be effective  whether or not such  investigation,  litigation or
proceeding is brought by the Borrower or any Subsidiary or Affiliate thereof, or
any of their respective directors,  shareholders, or creditors or an Indemnified
Party, or any other Person or any Indemnified Party is otherwise a party thereto
and whether or not any  transaction  contemplated by this Agreement or any other
Loan Document is  consummated.  A Person  seeking to be  indemnified  under this
Section  9.03 shall  notify the  Borrower of any event  arising out of any legal
action or proceeding requiring indemnification within thirty (30) days following
such  Person's  receipt  of  notice  of  commencement  of such  legal  action or
proceeding  and the Borrower shall be given the  opportunity to participate  (at
its own cost and  expense) in the defense  of, and any  settlement  negotiations
entered into in connection with, any such legal action or proceeding. Without in
any way limiting  Section 7.06,  the Borrower  agrees,  on its own behalf and on
behalf of each of its  Subsidiaries  and  Affiliates,  not to  assert  any claim
against the Administrative Agent, any Bank, any of their respective  Affiliates,
or any of their respective directors, officers, employees, attorneys, agents and
advisors, on any theory of liability,  for special,  indirect,  consequential or
punitive  damages arising out of otherwise  relating to this Agreement or any of
the other Loan Documents,  any of the  transactions  contemplated  herein or the
actual or proposed use of the proceeds of any of the Loans.

                                      -47-
<PAGE>


     SECTION 9.04 Setoffs; Sharing of Set-Offs.

     (a) The Borrower hereby grants to the Administrative  Agent and each Bank a
lien for all indebtedness  and obligations  owing to them from the Borrower upon
all deposits or deposit  accounts,  of any kind, or any interest in any deposits
or deposit accounts thereof, now or hereafter pledged, mortgaged, transferred or
assigned  to the  Administrative  Agent or any  such  Bank or  otherwise  in the
possession  or  control  of the  Administrative  Agent or any such  Bank for any
purpose for the account or benefit of the Borrower and  including any balance of
any deposit  account or of any credit of the  Borrower  with the  Administrative
Agent  or  any  such  Bank,  whether  now  existing  or  hereafter  established,
authorizing the Administrative  Agent and each Bank at any time or times with or
without  prior notice to apply such  balances or any part thereof to such of the
indebtedness  and  obligations  owing by the  Borrower  to such Bank  and/or the
Administrative  Agent then past due and in such  amounts as they may elect,  and
whether or not the collateral,  if any, or the  responsibility  of other Persons
primarily,   secondarily  or  otherwise  liable  may  be  deemed  adequate.  The
Administrative  Agent or any such Bank, as  applicable,  shall  promptly  notify
Borrower  of such  application;  provided,  however,  that  failure to give such
notice  shall not affect the validity or legality of such  application.  For the
purposes of this  paragraph,  all remittances and property shall be deemed to be
in the  possession of the  Administrative  Agent or any such Bank as soon as the
same may be put in transit to it by mail or carrier or by other bailee.

     (b) Each Bank agrees that if it shall,  by exercising  any right of set-off
or counterclaim or resort to collateral  security or otherwise,  receive payment
of a proportion  of the aggregate  amount of principal  and interest  owing with
respect to the Notes held by it which is greater than the proportion received by
any other Bank in respect of the aggregate  amount of all principal and interest
owing with respect to the Notes held by such other Bank, the Bank receiving such
proportionately  greater payment shall purchase such participations in the Notes
held by the other Banks owing to such other Banks, and/or such other adjustments
shall be made,  as may be required so that all such  payments of  principal  and
interest  with  respect to the Notes held by the Banks owing to such other Banks
shall be shared by the Banks pro rata; provided that (i) nothing in this Section
shall  impair  the  right of any  Bank to  exercise  any  right  of  set-off  or
counterclaim it may have and to apply the amount subject to such exercise to the
payment of  indebtedness of the Borrower other than its  indebtedness  under the
Notes, and (ii) if all or any portion of such payment received by the purchasing
Bank is thereafter  recovered from such purchasing Bank, such purchase from each
other Bank shall be rescinded and such other Bank shall repay to the  purchasing
Bank the purchase  price of such  participation  to the extent of such  recovery
together with an amount equal to such other Bank's  ratable share  (according to
the proportion of (x) the amount of such other Bank's required  repayment to (y)
the total amount so recovered from the purchasing Bank) of any interest or other
amount paid or payable by the purchasing  Bank in respect of the total amount so
recovered.  The Borrower agrees,  to the fullest extent it may effectively do so
under Applicable Law, that any holder of a participation  in a Note,  whether or
not acquired  pursuant to the  foregoing  arrangements,  may exercise  rights of
set-off or counterclaim  and other rights with respect to such  participation as
fully  as if such  holder  of a  participation  were a  direct  creditor  of the
Borrower in the amount of such participation.

     (c) Prior to the occurrence of a Default,  the  Administrative  Agent shall
apply all payments and prepayments in respect of the obligations of the Borrower
under  this  Agreement  or any other  Loan  Document  in such  order as shall be
specified by the Borrower. After the


                                      -48-
<PAGE>

occurrence  of a Default,  the  Administrative  Agent  shall,  unless  otherwise
specified  at the  direction  of the  Required  Banks which  direction  shall be
consistent with the last two sentences of this paragraph (c), apply all payments
and  prepayments  in  respect  of any  obligations  of the  Borrower  under this
Agreement or any other Loan Document and all proceeds of collateral,  if any, in
the following order:

          (i) first, to pay interest on and then principal of any portion of the
     Loans  which the  Administrative  Agent may have  advanced on behalf of any
     Bank for which the  Administrative  Agent has not then been  reimbursed  by
     such Bank or the Borrower;

          (ii)  second,  to pay  obligations  of the  Borrower in respect of any
     fees,   expenses,   reimbursements   or   indemnities   then   due  to  the
     Administrative Agent;

          (iii)  third,  to pay  obligations  of the  Borrower in respect of any
     fees, expenses, reimbursements or indemnities then due to the Banks;

          (iv) fourth, to pay interest due in respect of Loans;

          (v)  fifth,   to  the  ratable  payment  or  prepayment  of  principal
     outstanding  on  Loans  in  such  order  as the  Administrative  Agent  may
     determine in its sole discretion; and

          (vi) sixth,  to the ratable  payment of all other  obligations  of the
     Borrower.

     Unless otherwise  designated  (which  designation  shall only be applicable
prior to the occurrence of a Default) by the Borrower, all principal payments in
respect of Loans shall be applied first, to repay  outstanding  Base Rate Loans,
and then to repay  outstanding  Euro-Dollar  Loans with those  Loans  which have
earlier  expiring  Interest Periods being repaid prior to those which have later
expiring  Interest  Periods.  The order of priority set forth in clauses (i) and
(ii) of this paragraph (c) and the related  provisions of this Agreement are set
forth solely to determine the rights and priorities of the Administrative Agent.
The order of priority set forth in clauses (iii) through (vi) of this  paragraph
(c) may at any time and  from  time to time be  changed  by the  Required  Banks
without necessity of notice to or consent of or approval by the Borrower, or any
other  Person.  The order of priority  set forth in clauses (i) through  (ii) of
this  paragraph  (c) may be changed only with the prior  written  consent of the
Administrative Agent.

     SECTION 9.05 Amendments and Waivers.  Any provision of this Agreement,  the
Notes or any other Loan Documents may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by the Borrower and the Required
Banks (and,  if the rights or duties of the  Administrative  Agent are  affected
thereby, by the Administrative Agent); provided that no such amendment or waiver
shall,  unless signed by each Bank directly affected  thereby,  (i) increase the
Commitment of any Bank or subject any Bank to any  additional  obligation,  (ii)
reduce the  principal  of or reduce the rate of interest on any Loan or any fees
hereunder (other than fees payable to the  Administrative  Agent),  (iii) extend
the date fixed for any  payment of  principal  of or interest on any Loan or any
fees hereunder, (iv) reduce the amount of principal, interest or fees due on any
date fixed for the payment thereof, (v) change the percentage of the Commitments
or of the aggregate  unpaid  principal amount of the Notes, or the percentage of
Banks,  which shall be required  for the Banks or any of them to take any action
under this  Section or any other  provision of this  Agreement,  (vi) change the
manner of

                                      -49-
<PAGE>

application  of any  payments  made under  this  Agreement  or the Notes,  (vii)
release or substitute  all or any  substantial  part of the  collateral (if any)
held as security for the Loans,  or (viii) release any guaranty given to support
payment of the Loans or (ix) change Section  9.07(c) without the consent of each
Bank that has  assigned  all or a portion of its  Commitment  or Loans to one or
more Related Funds.

     SECTION 9.06 Independence of Covenants.  All covenants under this Agreement
and the other  Loan  Documents  shall be given  independent  effect so that if a
particular  action or condition is not permitted by any such covenant,  the fact
that it would be permitted by an exception to, or would be otherwise allowed by,
another  covenant  shall not avoid the occurrence of a Default if such action is
taken or such condition exists.

     SECTION 9.07 Successors and Assigns.

     (a) The provisions of this Agreement shall be binding upon and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns;
provided  that the  Borrower  may not assign or  otherwise  transfer  any of its
rights under this Agreement.

     (b) Any  Bank  may at any  time  sell to one or  more  Persons  (excluding,
however,  any  of  the  Borrower's  competitors  and  any  of  their  respective
Affiliates)  (each  such  qualifying  Person,  a  "Participant")   participating
interests  in any Loan  owing to such  Bank,  any Note  held by such  Bank,  any
Commitment hereunder or any other interest of such Bank hereunder.  In the event
of any such sale by a Bank of a  participating  interest to a Participant,  such
Bank's obligations under this Agreement shall remain unchanged,  such Bank shall
remain solely  responsible for the performance  thereof,  such Bank shall remain
the  holder of any such Note for all  purposes  under  this  Agreement,  and the
Borrower and the Administrative Agent shall continue to deal solely and directly
with such Bank in connection with such Bank's rights and obligations  under this
Agreement.  In no event shall a Bank that sells a participation  be obligated to
the Participant to take or refrain from taking any action  hereunder except that
such Bank may agree that it will not  (except as  provided  below),  without the
consent  of the  Participant,  agree to (i) the change of any date fixed for the
payment of  principal  of or  interest on the  related  Loan or Loans,  (ii) the
change of the amount of any  principal,  interest  or fees due on any date fixed
for the payment  thereof with  respect to the related  Loan or Loans,  (iii) the
change of the  principal  of the related  Loan or Loans,  (iv) any change in the
rate at which  either  interest  is payable  thereon or (if the  Participant  is
entitled  to any part  thereof)  any fee is payable  hereunder  from the rate at
which the  Participant is entitled to receive  interest or such fee (as the case
may be) in respect of such participation, (v) the release or substitution of all
or any  substantial  part of the  collateral  (if any) held as security  for the
Loans,  or (vi) the  release of any  guaranty  given to  support  payment of the
Loans. Each Bank selling a participating  interest in any Loan, Note, Commitment
or other interest under this Agreement shall,  within ten (10) Domestic Business
Days of such  sale,  provide  the  Borrower  and the  Administrative  Agent with
written  notification  stating that such sale has occurred and  identifying  the
Participant and the interest purchased by such Participant.  The Borrower agrees
that each  Participant  shall be entitled to the  benefits of Article  VIII with
respect to its participation in Loans outstanding from time to time.

     (c) Upon written notice to the Borrower delivered at least one (1) Domestic
Business Day prior to the proposed date of assignment,  any Bank may at any time
assign to one or more banks or financial institutions  (excluding,  however, any
of the Borrower's competitors and any

                                      -50-
<PAGE>

of  their  respective  Affiliates)  (each  such  qualifying  bank  or  financial
institution,  an "Assignee") all, or a proportionate  part of all, of its rights
and obligations  under this  Agreement,  the Notes and the other Loan Documents,
and such Assignee shall assume all such rights and  obligations,  pursuant to an
Assignment and Acceptance,  executed by such Assignee,  such transferor Bank and
the Administrative  Agent (and, in the case of: (i) an Assignee that is not then
a Bank or an Affiliate  of a Bank;  and (ii) an  assignment  not made during the
existence of a Default,  by the Borrower);  provided that (i) no interest may be
sold by a Bank pursuant to this paragraph (c) unless the Assignee shall agree to
assume ratably equivalent portions of the transferor Bank's Commitment, (ii) the
amount of the Commitment of the assigning  Bank being assigned  pursuant to such
assignment  (determined  as of the effective  date of the  assignment)  shall be
equal to or greater  than  $5,000,000,  (iii) no interest  may be sold by a Bank
pursuant to this  paragraph  (c) to any  Assignee  that is not then a Bank or an
Affiliate of a Bank without the consent of the Borrower, which consent shall not
be  unreasonably  withheld,  provided that the  Borrower's  consent shall not be
necessary with respect to any assignment  made during the existence of a Default
and (iv) no interest may be sold by a Bank pursuant to this paragraph (c) to any
Assignee that is not then a Bank or an Affiliate of a Bank,  without the consent
of the Administrative  Agent, which consent shall not be unreasonably  withheld,
provided,  that although the Administrative Agent's consent may not be necessary
with respect to an Assignee  that is then a Bank or an  Affiliate of a Bank,  no
such  assignment  shall be  effective  until  the  conditions  set  forth in the
following  sentence are  satisfied.  Upon (A)  execution of the  Assignment  and
Acceptance by such transferor Bank, such Assignee,  the Administrative Agent and
(if applicable) the Borrower, (B) delivery of an executed copy of the Assignment
and Acceptance to the Borrower and the Administrative Agent, (C) payment by such
Assignee to such transferor Bank of an amount equal to the purchase price agreed
between such transferor Bank and such Assignee, and (D) payment by the assigning
Bank of a processing and recordation fee of $3,500 to the Administrative  Agent,
such Assignee shall for all purposes be a Bank party to this Agreement and shall
have all the rights and  obligations  of a Bank under this Agreement to the same
extent as if it were an original  party hereto with a Commitment as set forth in
such  instrument of assumption,  and the transferor  Bank shall be released from
its obligations  hereunder to a corresponding  extent, and no further consent or
action by the Borrower, the Banks or the Administrative Agent shall be required.
Upon the consummation of any transfer to an Assignee  pursuant to this paragraph
(c), the transferor Bank, the  Administrative  Agent and the Borrower shall make
appropriate  arrangements so that, if required,  a new Note is issued to each of
such Assignee and such transferor Bank.

     (d) Subject to the provisions of Section 9.08, the Borrower authorizes each
Bank to  disclose  to any  Participant,  Assignee  or other  transferee  (each a
"Transferee")  and any  prospective  Transferee  any and all financial and other
information  in such Bank's  possession  concerning  the Borrower which has been
delivered to such Bank by the Borrower  pursuant to this  Agreement or which has
been  delivered  to such Bank by the  Borrower  in  connection  with such Bank's
credit evaluation prior to entering into this Agreement.

     (e) No  Transferee  shall be entitled to receive any greater  payment under
Section 8.03 than the  transferor  Bank would have been entitled to receive with
respect  to the  rights  transferred,  unless  such  transfer  is made  with the
Borrower's  prior written consent or by reason of the provisions of Section 8.02
or 8.03  requiring  such Bank to  designate a  different  Lending  Office  under
certain  circumstances or at a time when the  circumstances  giving rise to such
greater payment did not exist.

                                      -51-
<PAGE>


     (f) Anything in this Section 9.07 to the contrary notwithstanding, any Bank
may assign and pledge all or any portion of the Loans and/or  obligations  owing
to it to any Federal  Reserve Bank or the United  States  Treasury as collateral
security  pursuant  to  Regulation  A of the Board of  Governors  of the Federal
Reserve  System and  Operating  Circular  issued by such Federal  Reserve  Bank,
provided that any payment in respect of such assigned  Loans and/or  obligations
made by the Borrower to the assigning  and/or  pledging Bank in accordance  with
the terms of this Agreement shall satisfy the Borrower's  obligations  hereunder
in respect  of such  assigned  Loans  and/or  obligations  to the extent of such
payment.  No such  assignment  shall release the assigning  and/or pledging Bank
from its obligations hereunder.

     (g) The Administrative Agent, acting solely for this purpose as an agent of
the Borrower, shall maintain at one of its offices in Charlotte, North Carolina,
a copy of each Assignment and Acceptance  delivered to it and a register for the
recordation of the names and addresses of the Banks, and the Commitments of, and
principal  amount of the Loans owing to, each Bank  pursuant to the terms hereof
from  time to time  (the  "Register").  The  entries  in the  Register  shall be
conclusive,  and the Borrower,  the Administrative Agent and the Banks may treat
each Person whose name is recorded in the Register  pursuant to the terms hereof
as a Bank hereunder for all purposes of this Agreement,  notwithstanding  notice
to the contrary. The Register shall be available for inspection by the Borrower,
at any reasonable time and from time to time upon reasonable prior notice.

     SECTION 9.08 Confidentiality. Each Bank agrees to exercise its best efforts
to keep any information  delivered or made available by the Borrower to it which
is clearly  indicated to be confidential  information,  confidential from anyone
other than persons  employed or retained by such Bank who are or are expected to
become engaged in evaluating, approving, structuring or administering the Loans;
provided,  however,  that nothing herein shall prevent any Bank from  disclosing
such  information  (i) to any other Bank or to an Affiliate  of such Bank,  (ii)
upon the order of any court or administrative  agency, (iii) upon the request or
demand of any regulatory agency or authority having jurisdiction over such Bank,
(iv) which has been publicly disclosed, (v) to the extent reasonably required in
connection with any litigation to which the  Administrative  Agent,  any Bank or
their  respective  Affiliates  may be a  party,  (vi) to the  extent  reasonably
required in connection with the exercise of any remedy  hereunder,  or under any
Hedging  Agreement  to which any Bank or their  respective  Affiliates  may be a
party or the credit  support  therefor  (vii) to such Bank's  legal  counsel and
independent auditors and (viii) to any actual or proposed Participant,  Assignee
or other  Transferee of all or part of its rights  hereunder which has agreed in
writing to be bound by the provisions of this Section 9.08; provided that should
disclosure of any such confidential  information be required by virtue of clause
(ii) or (v) of this  sentence,  to the extent  permitted by Applicable  Law, any
relevant  Bank  shall  promptly  notify  the  Borrower  of the  same  and  shall
reasonably   cooperate   in  any  effort  of  the   Borrower  to  maintain   the
confidentiality  of  such  confidential  information,  including  to  allow  the
Borrower to seek a protective order or to take any appropriate action; provided,
further,  that no Bank shall be required to delay  compliance with any directive
to  disclose  any such  information  so as to allow  Borrower to effect any such
action.  Notwithstanding  anything herein to the contrary,  any party subject to
confidentiality  obligations  hereunder or under any related  document  (and any
employee,  representative  or other agent of such party) may disclose to any and
all persons,  without  limitation of any kind, such party's U.S.  federal income
tax treatment  and the U.S.  federal  income tax  structure of the  transactions
contemplated herein,  including marketing documents,  relating to such party and
all materials of any kind  (including  opinions and other tax

                                      -52-
<PAGE>

analyses)  that  are  provided  to it  relating  to such tax  treatment  and tax
structure.  However,  no such party shall disclose any  information  relating to
such tax treatment and tax structure to the extent  nondisclosure  is reasonably
necessary to comply with applicable securities laws. Each Bank acknowledges that
it is aware that  United  States  securities  laws  prohibit  any person who has
material,  nonpublic  information  concerning  the Borrower  from  purchasing or
selling securities of the Borrower or from communicating such information to any
other person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities.  Each Bank agrees that the
provisions of this paragraph  constitute a confidentiality  agreement within the
meaning of Rule 100(b)(2)(ii) of Regulation FD.

     SECTION 9.09  Representation  by Banks. Each Bank hereby represents that it
is a  commercial  lender  or  financial  institution  which  makes  loans in the
ordinary  course of its business and that it will make its Loans  hereunder  for
its own account in the  ordinary  course of such  business;  provided,  however,
that, subject to Section 9.07, the disposition of the Note or Notes held by that
Bank shall at all times be within its exclusive control.

     SECTION 9.10  Obligations  Several.  The obligations of each Bank hereunder
are several,  and no Bank shall be responsible for the obligations or commitment
of any other Bank hereunder.  Nothing  contained in this Agreement and no action
taken by the Banks pursuant hereto shall be deemed to constitute the Banks to be
a partnership,  an association, a joint venture or any other kind of entity. The
amounts  payable at any time  hereunder  to each Bank  shall be a  separate  and
independent  debt,  and each Bank shall be  entitled  to protect and enforce its
rights arising out of this Agreement or any other Loan Document and it shall not
be  necessary  for any other  Bank to be joined  as an  additional  party in any
proceeding for such purpose.

     SECTION 9.11 Survival of Certain  Obligations.  Sections 8.03(a),  8.03(b),
8.05 and 9.03, and the  obligations of the Borrower  thereunder,  shall survive,
and shall continue to be enforceable  notwithstanding,  the  termination of this
Agreement  and the  Commitments  and the payment in full of the principal of and
interest on all Loans.

     SECTION 9.12 Governing Law. This Agreement and each Note shall be construed
in accordance with and governed by the law of the State of North Carolina.

     SECTION  9.13  Severability.  In case  any  one or  more of the  provisions
contained in this Agreement, the Notes or any of the other Loan Documents should
be invalid, illegal or unenforceable in any respect, the validity,  legality and
enforceability  of the remaining  provisions  contained herein and therein shall
not in any way be  affected  or  impaired  thereby  and shall be enforced to the
greatest extent permitted by law.

     SECTION 9.14  Interest.  In no event shall the amount of interest,  and all
charges,  amounts or fees contracted for, charged or collected  pursuant to this
Agreement, the Notes or the other Loan Documents and deemed to be interest under
applicable law  (collectively,  "Interest")  exceed the highest rate of interest
allowed  by  applicable  law (the  "Maximum  Rate"),  and in the  event any such
payment  is  inadvertently  received  by any  Bank,  then  the  excess  sum (the
"Excess") shall be credited as a payment of principal, unless the Borrower shall
notify  such  Bank  in  writing  that it  elects  to have  the  Excess  returned
forthwith.  It is the express  intent  hereof that the  Borrower not pay and the
Banks not receive, directly or indirectly in any manner whatsoever,  interest in
excess of that which may legally be paid by the Borrower under  applicable  law.
The

                                      -53-
<PAGE>

right to  accelerate  maturity of any of the Loans does not include the right to
accelerate  any  interest  that has not  otherwise  accrued  on the date of such
acceleration,  and the  Administrative  Agent  and the  Banks do not  intend  to
collect any unearned interest in the event of any such acceleration.  All monies
paid to the  Administrative  Agent or the  Banks  hereunder  or under any of the
Notes or the other Loan Documents,  whether at maturity or by prepayment,  shall
be subject to rebate of  unearned  interest  as and to the  extent  required  by
applicable law. By the execution of this Agreement,  the Borrower covenants,  to
the fullest extent permitted by law, that (i) the credit or return of any Excess
shall  constitute  the  acceptance by the Borrower of such Excess,  and (ii) the
Borrower shall not seek or pursue any other remedy, legal or equitable,  against
the Administrative Agent or any Bank, based in whole or in part upon contracting
for charging or receiving  any Interest in excess of the Maximum  Rate.  For the
purpose  of  determining  whether or not any  Excess  has been  contracted  for,
charged or received by the Administrative Agent or any Bank, all interest at any
time  contracted  for,  charged or received from the Borrower in connection with
this  Agreement,  the Notes or any of the other  Loan  Documents  shall,  to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
in equal parts  throughout the full term of the Commitments.  The Borrower,  the
Administrative  Agent and each Bank shall, to the maximum extent permitted under
applicable law, (i) characterize any non-principal payment as an expense, fee or
premium rather than as Interest and (ii) exclude  voluntary  prepayments and the
effects  thereof.  The  provisions  of  this  Section  shall  be  deemed  to  be
incorporated into each Note and each of the other Loan Documents (whether or not
any  provision  of this  Section  9.14 is  referred to  therein).  All such Loan
Documents and  communications  relating to any Interest owed by the Borrower and
all figures set forth  therein  shall,  for the sole  purpose of  computing  the
extent of obligations hereunder and under the Notes and the other Loan Documents
be automatically  recomputed by the Borrower,  and by any court  considering the
same,  to give effect to the  adjustments  or credits  required by this  Section
9.14.

     SECTION 9.15  Interpretation.  No provision of this Agreement or any of the
other  Loan  Documents  shall  be  construed   against  or  interpreted  to  the
disadvantage of any party hereto by any court or other  governmental or judicial
authority by reason of such party having or being deemed to have  structured  or
dictated such provision.

     SECTION 9.16 Arbitration; Waiver of Jury Trial.

     (a) Arbitration.

          (i) Upon  demand of any party  hereto,  whether  made  before or after
     institution of any judicial  proceeding,  any claim or controversy  arising
     out of or  relating  to  this  Agreement  or any  other  Loan  Document  (a
     "Dispute")  shall be resolved by binding  arbitration  conducted  under and
     governed  by the  Commercial  Financial  Disputes  Arbitration  Rules  (the
     "Arbitration  Rules") of the American  Arbitration  Association (the "AAA")
     and the Federal Arbitration Act. Disputes may include,  without limitation,
     tort claims, counterclaims,  a dispute as to whether a matter is subject to
     arbitration,  claims  brought  as class  actions,  or claims  arising  from
     documents  executed in the future. A judgment upon the award may be entered
     in any court  having  jurisdiction.  Notwithstanding  the  foregoing,  this
     arbitration  provision  does not  apply to  disputes  under or  related  to
     Hedging Agreements.

                                      -54-
<PAGE>


          (ii) All arbitration  hearings shall be conducted in Charlotte,  North
     Carolina.  A hearing  shall begin within 90 days of demand for  arbitration
     and all hearings shall conclude within 120 days of demand for  arbitration.
     These time  limitations  may not be extended unless a party shows cause for
     extension  and then for no more  than a total  of 60  days.  The  expedited
     procedures set forth in Rule 51 et seq. of the  Arbitration  Rules shall be
     applicable  to  claims  of less than  $1,000,000.00.  Arbitrators  shall be
     licensed   attorneys   selected  from  the  Commercial   Financial  Dispute
     Arbitration  Panel of the AAA. The parties do not waive applicable  Federal
     or state substantive law except as provided herein.

          (iii)  Notwithstanding the preceding binding  arbitration  provisions,
     the parties agree to preserve,  without  diminution,  certain remedies that
     any  party  may  exercise  before  or after an  arbitration  proceeding  is
     brought. The parties shall have the right to proceed in any court of proper
     jurisdiction  or by  self-help  to  exercise  or  prosecute  the  following
     remedies,  as applicable:  (i) all rights to foreclose  against any real or
     personal  property or other security by exercising a power of sale or under
     applicable  law by judicial  foreclosure  including a proceeding to confirm
     the sale;  (ii) all rights of self-help  including  peaceful  occupation of
     real property and collection of rents,  set-off, and peaceful possession of
     personal  property;  (iii)  obtaining  provisional  or  ancillary  remedies
     including  injunctive  relief,  sequestration,   garnishment,   attachment,
     appointment  of receiver and filing an involuntary  bankruptcy  proceeding;
     and (iv) when applicable,  a judgment by confession of judgment.  Any claim
     or controversy with regard to any party's entitlement to such remedies is a
     Dispute.

          (iv) The  parties  agree that they shall not have a remedy of punitive
     or exemplary  damages against other parties in any Dispute and hereby waive
     any right or claim to punitive or exemplary  damages they have now or which
     may arise in the future in connection  with any Dispute whether the Dispute
     is resolved by arbitration or judicially.


     (b) WAIVER OF JURY  TRIAL.  THE  PARTIES  ACKNOWLEDGE  THAT BY  AGREEING TO
BINDING  ARBITRATION  THEY HAVE,  TO THE EXTENT  PERMITTED  BY  APPLICABLE  LAW,
IRREVOCABLY  WAIVED  ANY  RIGHT  THEY MAY HAVE TO JURY  TRIAL  WITH  REGARD TO A
DISPUTE.

     SECTION 9.17  Counterparts.  This  Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     SECTION 9.18 Source of Funds - ERISA.  Each of the Banks  hereby  severally
(and not jointly)  represents  to the  Borrower  that no part of the funds to be
used by such Bank to fund the Loans hereunder from time to time  constitutes (i)
assets  allocated to any separate  account  maintained by such Bank in which any
employee benefit plan (or its related trust) has any interest nor (ii) any other
assets  of any  employee  benefit  plan.  As  used in this  Section,  the  terms
"employee  benefit  plan"  and  "separate  account"  shall  have the  respective
meanings assigned to such terms in Section 3 of ERISA.

                                      -55-

<PAGE>


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





                                            BORROWER:

                                            DARDEN RESTAURANTS, INC.



                                            By:/s/ William R. White, III
                                               --------------------------------
                                            Name: William R. White, III
                                            Title: Vice President and Treasurer


                       Signature Page to Credit Agreement
                                  Page 1 of 10

<PAGE>


                                            ADMINISTRATIVE AGENT:


                                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                                            as Administrative Agent and as a
                                            Bank



                                            By: /s/Louis K. Beasley, III
                                               -------------------------------
                                            Name:Louis K. Beasley, III
                                            Title: Director



                       Signature Page to Credit Agreement
                                  Page 2 of 10

<PAGE>


                                            BANKS:

                                            BANK OF AMERICA, N.A., as
                                            Documentation Agent and as a Bank



                                            By: /s/ Chitt Swamidasan
                                               -------------------------------
                                            Name: Chitt Swamidasan
                                            Title: Principal


                       Signature Page to Credit Agreement
                                  Page 3 of 10
<PAGE>


                                            SUNTRUST BANK,  as Syndication Agent
                                            and as a Bank



                                            By: /s/ Charles J. Johnson
                                                ------------------------------
                                            Name: Charles J. Johnson
                                            Title: Managing Director



                       Signature Page to Credit Agreement
                                  Page 4 of 10


<PAGE>


                                            COMERICA BANK, as a Bank



                                            By: /s/ Gerald R. Finney, Jr.
                                               -------------------------------
                                            Name: Gerald R. Finney, Jr.
                                            Title: Vice President

                       Signature Page to Credit Agreement
                                  Page 5 of 10


<PAGE>


                                            FIFTH THIRD BANK, as a Bank



                                            By: /s/ Andrew L. Buschle
                                               ------------------------------
                                            Name: Andrew L. Buschle
                                            Title: Vice President


                       Signature Page to Credit Agreement
                                  Page 6 of 10

<PAGE>


                                            WELLS FARGO BANK, NATIONAL
                                            ASSOCIATION,  as a Bank



                                            By: /s/ Alex Idichandy
                                               ------------------------------
                                            Name: Alex Idichandy
                                            Title: Vice President



                                            By: /s/ William J. Darby
                                               --------------------------------
                                            Name: William J. Darby
                                            Title: Vice President


                       Signature Page to Credit Agreement
                                  Page 7 of 10


<PAGE>


                                            U.S. BANK NATIONAL ASSOCIATION, as a
                                            Bank



                                            By: /s/ Richard J. Popp
                                               -------------------------------
                                            Name: Richard J. Popp
                                            Title: Vice President

                       Signature Page to Credit Agreement
                                  Page 8 of 10


<PAGE>


                                            CITIBANK, N.A., as a Bank



                                            By: /s/ David L. Harris
                                               -------------------------------
                                            Name: David L. Harris
                                            Title: Vice President



                       Signature Page to Credit Agreement
                                  Page 9 of 10


<PAGE>


                                            FLEET NATIONAL BANK, as a Bank



                                            By: /s/ Robert W. MacElhiney
                                               -------------------------------
                                            Name: Robert W. MacElhiney
                                            Title: Director

                       Signature Page to Credit Agreement
                                  Page 10 of 10


<PAGE>



                                  SCHEDULE 1.01

                                   Commitments

................................................................................
     Bank                                               Commitment
................................................................................
Wachovia Bank                                          $80,000,000
................................................................................
SunTrust Bank                                           55,000,000
................................................................................
Bank of America                                         55,000,000
................................................................................
Comerica Bank                                           35,000,000
................................................................................
Fleet National Bank                                     35,000,000
................................................................................
Citibank                                                35,000,000
................................................................................
Fifth Third Bank                                        35,000,000
................................................................................
Wells Fargo Bank                                        35,000,000
................................................................................
US Bank                                                 35,000,000
................................................................................
                   TOTAL COMMITMENT:                  $400,000,000.00
................................................................................



<PAGE>


                                  SCHEDULE 3.01

                           Calculation of Upfront Fees




................................................ .........................
       Committed Amount                                  Fee (bps)
................................................ .........................
     Greater than or equal to $55,000,000                 0.125%
................................................ .........................
 Greater than or equal to $35,000,000 but less            0.100%
          than $55,000,000
................................................ .........................
    Total Upfront Fees (dollars):                      $447,500
................................................ .........................




<PAGE>


                                  SCHEDULE 4.02

                              Material Subsidiaries

Material Subsidiary   Incorporated In   % of Total Revenues*  % of Total Assets*
- -------------------   ---------------   -------------------    -----------------

GMRI, Inc.            Florida                 83.58%                   74.98%
                      March 27, 1968


GMRI Texas L.P.       Texas                                            6.72%
                      December 19, 1997


- ---------------------
*For the Fiscal Quarter ended August 24, 2003



<PAGE>





                                  SCHEDULE 4.08

                              Environmental Matters

                                      NONE



<PAGE>




                                  SCHEDULE 4.09

                                ERISA Disclosure

                                      NONE



<PAGE>




                                  SCHEDULE 4.14


Darden Restaurants, Inc.
Consolidated Total Debt Calculation
As of August 24, 2003
(In thousands)


a)   Interest Bearing Debt:

     10 year, 6.375 % unsecured notes, due Feb 2006      $150,000
     20 year, 7.125% unsecured debentures, due Feb 2016   100,000
     10 year, 7.45% unsecured notes, due Apr 2011          75,000
     5 year, 8.375% unsecured notes, due Sept 2005        150,000
     5 year, 5.750% unsecured notes, due Mar 2007         150,000
     ESOP Loan, variable rate, due Dec 2018                33,145
     Short term commercial paper                             -
     Other, fixed rate debt                                  -

        Subtotal                                        ---------
                                                                   $ 658,145


(b)  Deferred Purchase Price Obligations                               -

(c)  Consolidated Capitalized Lease Obligations                        -

(d)  Liens                                                             4,729 (1)

(e)  Banker's Acceptances                                              -

(f)  Consolidated Operating Lease Obligations              63,357 (2)
     Capitalization Factor                                   6.25
                                                          -------
        Product                                                      395,981

(g) Net Obligations on Hedging Agreements                               -

(h)             Guarantees and Contingent Liabilities                  4,057 (3)
                                                                      ----------

        Total                                                     $1,062,912
                                                                  ==============

Notes:

(1) See Attachment 1.
(2) For four fiscal quarters immediately preceding closing date and annual rent
of subleased property not included in the total rent and lease expense or in the
contingent liability total.
(3) See Attachment 2.



<PAGE>


                          Attachment 1 to Schedule 4.14

                                      Liens


<TABLE>
<CAPTION>

     Restaurant Concept / #        Location Name               Lienor                           Date                        Amount
     ----------------------        -------------               ------                           ----                        ------
<S>                                <C>                        <C>                              <C>                   <C>
RL #6281                           Chicago, IL                 RAAB Mechanical                  4/30/03                  $104,305.07
RL #6281                           Chicago, IL                 RAAB Mechanical                  6/02/03                   104,305.07
RL #6234                           Aurora, IL                  RA Bright                        5/01/00                   106,261.73
RL #6234                           Aurora, IL                  RA Bright                        5/09/00                   106,261.73
RL #6234                           Aurora, IL                  Lakewood Carpentry               08/29/00                  170,516.00
BB #3036                           Cherry Hill, NJ             R.A Ceritano Concrete &          7/15/03                   202,031.32
                                                               Construction, Inc.
RL #6262                           Brooklyn, NY                NJD Wiring                       4/09/03                   219,272.95
RL #6237                           Cherry Hill, NJ             Landsville Development           6/25/01                   259,855.00
BB #3017                           Pembroke Pines, FL          Klauder & Nunno                  01/31/01                1,004,437.00
All Liens Less than $100,000                                                                                            2,452,020.45
                                                                                                                        ------------
         Total                                                                                                        $ 4,729,266.32
</TABLE>


<PAGE>


                                  Attachment 2
                                       to
                                  Schedule 4.14
                            Darden Restaurants, Inc.
                      Guarantees And Contingent Liabilities
                             Ending August 24, 2003
<TABLE>
<CAPTION>

      CONCEPT              PROPERTY                STATUS                        GUARANTEE OR                       TOTAL LIABILITY
                                                                                 CONTINGENT LIABILITY
<S>                   <C>                  <C>                                  <C>                                    <C>
CASA GALLARDO         Casa  #23            Lease  assigned to El Torito.         Rent increases $1,000 per year          $  44,000
                      Winston-Salem, NC    Term of original lease is             Until  16th  lease  year  then
                                           4/83 through 4/04.                    $2,000. 17th lease year rent is
                                                                                 $58,000

CASA GALLARDO         Casa #25             Lease assigned to El Torito.          Rent increases 4% per year                424,535
                      Daytona Beach, FL    Term of original lease  is            through  end  of  term.   18th
                                           4/82  through 4/08.                   lease year rent is $72,790.


CASA GALLARDO         Casa #30             Lease assigned to El Torito.          Annual rent years: 1-5 is                  16,250
                      Tampa, FL            Term of original  lease is            $50,000, 6-10 is $55,000,11-15 is
                                           8/83 through 12/03.                   $60,000 and 16-20 is $65,000.



CASA GALLARDO         Casa #42             Lease  assigned to El Torito.         Annual rent years: 1-5  is                  7,500
                      Evansville, IN       Term of original lease is             $28,000,6-10 is $35,000, 11-15 is
                                           11/82 through 11/02.                  $40,000 and 16-20 is $45,000.


RED LOBSTER           Unit #242            Land lease assigned to                $30,000 per year through 3/30/07          107,500
                      Nashville, TN        Allied Partners                              (1)


RED LOBSTER           Unit #527            Land lease assigned to                $236,456 per year through 4/27/11       1,812,830
                      Norwalk, CA          Country Harvest Buffet                       (2)
                                           Restaurants


CHINA COAST           Unit #6025           Lease assigned to Landry's Seafood.   Annual rent years: 1-5 is $80,000,        582,667
                      Indianapolis, IN     Term of original lease is             6-10  is  $92,000, 11-15  is
                                           10/93 through 3/09.                   $105,800


DARRYLS               Unit #1871           Property was sold and lease           $7,500 per year through 5/09               43,125
                      Birmingham, AL       assigned to New Orleans Cafe.


OLIVE GARDEN          Unit #1308           Land lease  assigned to Hof's Hut     Annual  rent  years:  1-5  is $84,000,  1,018,328
                      Tustin, CA           Restaurants. Term of original lease   6-10 is $96,600, 11-15 is $111,090
                                           1/92 through 1/12.                    and 16-20 is $127,754






TOTAL                                                                                                                   $4,056,735
</TABLE>


             (1) The contingent liability has increased to 3/30/07 due to two
             automatic lease extensions (5 years per extension).

             (2) Annual rate increases by CPI 10/28/01 - 10/27/06 and 10/28/06 -
             4/27/11. Most recent annual rate of $236,456 was used to calculate
             total liability.

<PAGE>



                                  SCHEDULE 4.15

                              Litigation Disclosure

                                      NONE



<PAGE>




                                    EXHIBIT A

                                      NOTE

$____________                                          Charlotte, North Carolina

                                                            ______________, 2003

     For value received,  DARDEN  RESTAURANTS,  INC., a Florida corporation (the
"Borrower"), promises to pay to the order of _____________________________  (the
"Bank"),   for  the  account  of  its  Lending  Office,  the  principal  sum  of
________________     ______________________________     and    No/100    Dollars
($____________),  or such  lesser  amount as shall  equal the  unpaid  principal
amount of each  Loan made by the Bank to the  Borrower  pursuant  to the  Credit
Agreement  referred to below,  on the dates and in the  amounts  provided in the
Credit Agreement.  The Borrower promises to pay interest on the unpaid principal
amount of this Note on the  dates and at the rate or rates  provided  for in the
Credit  Agreement.  Interest  on any  overdue  principal  of and,  to the extent
permitted by law,  overdue  interest on the  principal  amount hereof shall bear
interest at the Default Rate, as provided for in the Credit Agreement.  All such
payments of principal  and interest  shall be made in lawful money of the United
States in Federal or other immediately available funds at the office of Wachovia
Bank, National Association, 301 South College Street, Charlotte, North Carolina,
or such other  address as may be  specified  from time to time  pursuant  to the
Credit Agreement.

     All Loans made by the Bank, the respective maturities thereof, the interest
rates from time to time  applicable  thereto and all repayments of the principal
thereof  shall be  recorded  by the Bank  and,  prior  to any  transfer  hereof,
endorsed by the Bank on the schedule  attached  hereto,  or on a continuation of
such schedule  attached to and made a part hereof;  provided that the failure of
the Bank to make, or any error of the Bank in making,  any such  recordation  or
endorsement shall not affect the obligations of the Borrower  hereunder or under
the Credit Agreement.

     This Note is one of the Notes referred to in the Credit  Agreement dated as
of October 17, 2003 among the Borrower,  the banks listed on the signature pages
thereof  and  their  successors  and  assigns,   and  Wachovia  Bank,   National
Association,  as  Administrative  Agent (as the same may be amended or  modified
from  time to  time,  the  "Credit  Agreement").  Terms  defined  in the  Credit
Agreement  are used  herein  with the same  meanings.  Reference  is made to the
Credit  Agreement for provisions for the prepayment and the repayment hereof and
the acceleration of the maturity hereof.

     The Borrower hereby waives presentment,  demand, protest, notice of demand,
protest and  nonpayment  and any other notice  required by law relative  hereto,
except to the extent as otherwise  may be  expressly  provided for in the Credit
Agreement.

     The Borrower  agrees,  in the event that this Note or any portion hereof is
collected by law or through an attorney at law, to pay all  reasonable  costs of
collection, including, without limitation, reasonable attorneys' fees.

                                      A-1
<PAGE>


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

                                                DARDEN RESTAURANTS, INC.

                                                By:      _______________________
                                                Print:   _______________________
                                                Title:   _______________________





                                      A-2



<PAGE>





                                  Note (cont'd)
                         LOANS AND PAYMENTS OF PRINCIPAL


.................................................................................
                                                Amount of
                Type of   Interest  Amount of   Principal   Maturity   Notation
    Date         Loan*     Rate      Loan         Repaid     Date       Made By
   ----          -----     ----     -------      ------    ----------   -------
............ ............ .......... .......... ........... .......... ..........

............ ............ .......... .......... ........... .......... ..........

............ ............ .......... .......... ........... .......... ..........

............ ............ .......... .......... ........... .......... ..........

............ ............ .......... .......... ........... .......... ..........

............ ............ .......... .......... ........... .......... ..........

............ ............ .......... .......... ........... .......... ..........

............ ............ .......... .......... ........... .......... ..........

............ ............ .......... .......... ........... .......... ..........

............ ............ .......... .......... ........... .......... ..........

............ ............ .......... .......... ........... .......... ..........


- ------------------------
* I.e., a Base Rate or Euro-Dollar Loan

                                      A-3

<PAGE>



                                    EXHIBIT B


                                   OPINION OF
                            COUNSEL FOR THE BORROWER

           [Dated as provided in Section 3.01 of the Credit Agreement]




To the Banks and the Administrative Agent, Referred to Below
c/o Wachovia Bank, National Association, as Administrative Agent
One Wachovia Center
301 South College Street
Charlotte, North Carolina  28288-0680
Attention: Syndication Agency Services

Dear Sirs:

     I have acted as counsel for Darden Restaurants, Inc., a Florida corporation
(the  "Borrower"),  in my capacity as Senior  Associate  General  Counsel of the
Borrower, in connection with the Credit Agreement (the "Credit Agreement") dated
as of October 17, 2003,  among the  Borrower,  the banks listed on the signature
pages thereof and Wachovia Bank, National Association,  as Administrative Agent.
Terms defined in the Credit Agreement are used herein as therein defined.

     I have examined originals or copies,  certified or otherwise  identified to
my satisfaction,  of such documents,  corporate records,  certificates of public
officials and other instruments and have conducted such other  investigations of
fact and law as I have  deemed  necessary  or  advisable  for  purposes  of this
opinion.  As to  questions  of fact  relating to the  Borrower  material to this
opinion,  I have  relied upon  representations  of  appropriate  officers of the
Borrower.  I have assumed for purposes of my opinions set forth below,  with the
permission of the Administrative Agent and the Banks and without verification:

     (a)  the authenticity of all documents submitted to me as originals,

     (b)  the genuineness of all signatures,

     (c)  the legal capacity of natural persons,

     (d)  the conformity to originals of all documents submitted to me as copies
          and the authenticity of the originals of such copies,

     (e)  the  accuracy  as  to  factual  matters  of  the  representations  and
          warranties of the Borrower contained in the Credit Agreement,

     (f)  that all  conditions  precedent  to the  effectiveness  of the  Credit
          Agreement have been satisfied or waived,

                                      B-1
<PAGE>


     (g)  that the execution  and delivery of the Credit  Agreement by each Bank
          and by the Administrative Agent have been duly authorized by each Bank
          and by the Administrative Agent, and

     (h)  that the Credit  Agreement is enforceable  against the  Administrative
          Agent and the Bank in accordance with its terms.

     I am qualified to practice in the State of Florida and do not purport to be
an expert on any laws other than the laws of the United  States and the State of
Florida and this opinion is rendered only with respect to such laws. I have made
no independent investigation of the laws of any other jurisdiction.

     Upon the basis of the foregoing, I am of the opinion that:

     1. The Borrower is a corporation duly incorporated, validly existing and in
good  standing  under the laws of the  State of  Florida  and has all  corporate
powers required to carry on its business as now conducted.

     2. The  execution,  delivery and  performance by the Borrower of the Credit
Agreement and the Notes (i) are within the  Borrower's  corporate  powers,  (ii)
have been duly authorized by all necessary  corporate  action,  (iii) require no
action by or in respect of, or filing with,  any  governmental  body,  agency or
official,  (iv) do not contravene,  or constitute a default under, any provision
of applicable  law or  regulation  or of the  certificate  of  incorporation  or
by-laws of the Borrower or of any agreement, judgment, injunction, order, decree
or other instrument which to my knowledge is binding upon the Borrower,  and (v)
to my knowledge,  except as provided in the Credit  Agreement,  do not result in
the  creation or  imposition  of any Lien on any asset of the Borrower or any of
its Subsidiaries.

     3. The Credit  Agreement  constitutes a valid and binding  agreement of the
Borrower, enforceable against the Borrower in accordance with its terms, and the
Notes constitute valid and binding  obligations of the Borrower,  enforceable in
accordance with their respective terms.

     4. To my  knowledge,  there is no action,  suit or proceeding  pending,  or
threatened,   against  or  affecting   the  Borrower  or  any  of  its  Material
Subsidiaries  before any court or arbitrator or any governmental body, agency or
official in which there is a reasonable possibility of an adverse decision which
could materially adversely affect the business,  consolidated financial position
or  consolidated  results of  operations  of the Borrower  and its  Consolidated
Subsidiaries,  considered  as a  whole,  or which in any  manner  questions  the
validity or enforceability of the Credit Agreement or any Note.

     5. Each of the  Borrower's  Material  Subsidiaries  is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction  of  incorporation,  and has all corporate  powers and all material
governmental licenses, authorizations,  consents and approvals required to carry
on its business as now conducted.

     6.  Neither the  Borrower  nor any of its  Subsidiaries  is an  "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

                                      B-2
<PAGE>


     7. Neither the Borrower 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.

     8. The choice of North  Carolina  law to govern the Credit  Agreement,  the
Notes and the other Loan Documents in which such choice is stipulated is a valid
and effective choice of law under the law of the State of Florida, and adherence
to existing judicial  precedents  generally would require a court sitting in the
State of  Florida to abide by such  choice of law.  Such  courts  might not give
effect to such choice of law provisions if giving effect to such provisions were
determined  to be  contrary to a  fundamental  policy of the State of Florida at
such time, but I am not aware of any existing  precedent refusing to give effect
to a choice of law  provision  in a  substantial  commercial  contract on purely
public policy grounds.  I am not aware of any provision of the Credit Agreement,
the Notes or the other Loan Documents  which would violate a fundamental  policy
of the State of Florida.  In  addition,  I have assumed for the purposes of this
opinion  that in  selecting  North  Carolina  law the parties are acting in good
faith and without an intent to evade the law of Florida.

     My  opinions  set  forth  above are  subject  to the  following  additional
qualifications:

     (a) I express no  opinion  as to the effect of the law of any  jurisdiction
(other than the State of Florida and the United States)  wherein any Bank may be
located which limits rates of interest which may be charged or collected by such
Bank.

     (b) I wish to point out that the  provisions of the Credit  Agreement  that
permit  the   Administrative   Agent  or  any  Bank  to  take   action  or  make
determinations,  or to benefit from indemnities and similar  undertakings of the
Borrower,  may be subject to a  requirement  that such action or inaction by the
Administrative  Agent or a Bank  which may give rise to a  request  for  payment
under such an  undertaking  be taken or not taken on a  reasonable  basis and in
good faith.

     (c) My  opinions  are  subject  to the  effect of  bankruptcy,  insolvency,
reorganization,   arrangement,  moratorium,  fraudulent  transfer,  statutes  of
limitation,  or other similar laws and judicial decisions  affecting or relating
to the rights of creditors  generally,  and are further subject to the effect of
general  principles  of  equity,  including,  without  limitation,  concepts  of
materiality,  reasonableness, good faith and fair dealing, estoppel, election of
remedies and other similar  doctrines  affecting the  enforcement  of agreements
generally  (regardless  of whether  enforcement is considered in a proceeding at
law or in equity).  In  addition,  the  availability  of  specific  performance,
injunctive  relief, the appointment of a receiver or other equitable remedies is
subject to the discretion of the tribunal  before which any proceeding  therefor
may be brought.

     (d) I express no  opinion as to the  enforceability  of  provisions  of the
Credit Agreement to the extent it contains:

          (i) choice of law or forum selection provisions except as set forth in
     paragraph 8, above,

          (ii) waivers by the Borrower of any statutory or constitutional rights
     or remedies,

                                      B-3
<PAGE>

          (iii)  grants  to the  Administrative  Agent or the Banks of powers of
     attorney,

          (iv)  cumulative  remedies  to the  extent  such  cumulative  remedies
     purport to compensate, or would have the effect of compensating,  the party
     entitled to the benefits  thereof in an amount in excess of the actual loss
     suffered by such party,

          (v) obligations of the Borrower to pay any prepayment premium, default
     interest rate, early  termination fee or other form of liquidated  damages,
     if the  payment of such  premium,  interest  rate,  fee or  damages  may be
     construed as unreasonable in relation to actual damages or disproportionate
     to actual  damages  suffered  by the Banks as a result of such  prepayment,
     default or termination,

          (vi) terms purporting to establish evidentiary standards, or

          (vii) terms to the effect that provisions in the Credit  Agreement may
     not be waived or modified  except in writing may be limited  under  certain
     circumstances.

     (e) I express no opinion as to compliance or the effect of noncompliance by
the  Administrative  Agent  or any  Bank  with  any  state  or  federal  laws or
regulations  applicable to the  Administrative  Agent or such Bank in connection
with the transactions described in the Credit Agreement.

     The opinions expressed herein are based on an analysis of existing laws and
court  decisions  and cover  certain  matters  not  directly  addressed  by such
authorities.  This opinion is solely for the benefit of the addressees hereof in
connection with the transaction described in the first paragraph of this letter,
may not be relied upon by the addressee  hereof for any other  purpose,  and may
not be relied  upon or used by,  circulated,  quoted,  or  referred  to, nor may
copies hereof be delivered to,  another  person,  other than the  Administrative
Agent's and the Banks'  participants and assigns  permitted under the Agreement,
for any purpose without my prior written  approval;  provided that copies hereof
may be provided by a Bank to its  auditors  and counsel and to any  governmental
agency  or  authority  having  jurisdiction  over  such  Bank.  I  disclaim  any
obligation  to update this opinion  letter for events  occurring or coming to my
attention, or any changes in the law taking effect, after the date hereof.

                                             Very truly yours,


                                             ----------------------------------
                                             Douglas E. Wentz
                                             Senior Associate General Counsel
                                             Darden Restaurants, Inc.


                                      B-4

<PAGE>




                                    EXHIBIT C

                               CLOSING CERTIFICATE
                                       OF
                            DARDEN RESTAURANTS, INC.

     Reference is made to the Credit Agreement (the "Credit Agreement") dated as
of October 17, 2003, among Darden Restaurants,  Inc. (the "Borrower"),  Wachovia
Bank, National  Association,  as Administrative Agent and as a Bank, and certain
other Banks listed on the signature pages thereof. Capitalized terms used herein
have the meanings ascribed thereto in the Credit Agreement.

     Pursuant to Section 3.01(d) of the Credit  Agreement,  ___________________,
the duly authorized  ____________________  of the Borrower,  hereby certifies to
the Administrative  Agent and the Banks that: (i) no Default has occurred and is
continuing on the date hereof;  and (ii) the  representations  and warranties of
the Borrower  contained in Article IV of the Credit Agreement are true on and as
of the date hereof.

     Certified as of the ____ day of _________________, 2003.

                                              DARDEN RESTAURANTS, INC.


                                              By:      _______________________
                                              Print:   _______________________
                                              Title:   _______________________



<PAGE>






                                    EXHIBIT D

                            DARDEN RESTAURANTS, INC.

                             SECRETARY'S CERTIFICATE

     The undersigned,  _____________,  _______ Secretary of Darden  Restaurants,
Inc., a Florida corporation (the "Borrower"),  hereby certifies that he has been
duly elected,  qualified and is acting in such capacity and that, as such, he is
familiar with the facts herein  certified and is duly  authorized to certify the
same,  and hereby further  certifies,  in connection  with the Credit  Agreement
dated as of  October  17,  2003  among the  Borrower,  Wachovia  Bank,  National
Association,  as  Administrative  Agent and as a Bank,  and certain  other Banks
listed on the signature pages thereof, that:

     1.  Attached  hereto as Exhibit A is a  complete  and  correct  copy of the
Certificate of  Incorporation of the Borrower as in full force and effect on the
date hereof as certified by the Secretary of State of the State of Florida,  the
Borrower's state of incorporation.

     2.  Attached  hereto as Exhibit B is a  complete  and  correct  copy of the
Bylaws of the Borrower as in full force and effect on the date hereof.

     3.  Attached  hereto as Exhibit C is a  complete  and  correct  copy of the
resolutions  duly  adopted  by  the  Board  of  Directors  of  the  Borrower  on
___________ __, 2003  approving,  and authorizing the execution and delivery of,
the  Credit  Agreement,  the  Notes  (as  such  term is  defined  in the  Credit
Agreement)  and the other Loan  Documents (as such term is defined in the Credit
Agreement)  to which the  Borrower is a party.  Such  resolutions  have not been
repealed or amended and are in full force and effect,  and no other  resolutions
or  consents  have been  adopted by the Board of  Directors  of the  Borrower in
connection therewith.

     4. ____________, who as ________________________ of the Borrower signed the
Credit  Agreement,  the Notes and the other Loan Documents to which the Borrower
is a party, was duly elected, qualified and acting as such at the time he signed
the Credit  Agreement,  the Notes and other Loan Documents to which the Borrower
is a party, and his signature  appearing on the Credit Agreement,  the Notes and
the  other  Loan  Documents  to which  the  Borrower  is a party is his  genuine
signature.

     IN WITNESS  WHEREOF,  the  undersigned  has hereunto set his hand as of the
____ day of ______________, 2003.

                                          By:      _______________________
                                          Print:   _______________________
                                          Title:   _______________________

<PAGE>



                                    EXHIBIT E

                    FORM OF OFFICER'S COMPLIANCE CERTIFICATE

     The  undersigned,  on behalf of DARDEN  RESTAURANTS,  INC.,  a  corporation
organized  under the laws of  Florida  (the  "Borrower"),  hereby  certifies  to
Wachovia Bank, National Association (the "Administrative  Agent"), and the Banks
(as defined in the Credit Agreement described below) as follows:

     1. This  Certificate is delivered to you pursuant to Section 5.01(b) of the
Credit Agreement,  dated as of October 17, 2003 (the "Credit Agreement"),  among
the Borrower,  the Banks listed therein,  and the  Administrative  Agent.  Terms
defined in the Credit Agreement are used herein as therein defined.

     2. I have  reviewed  the  financial  statements  of the  Borrower  and  its
Consolidated   Subsidiaries   dated   as  of   _________________   and  for  the
_____________  period[s]  then  ended and such  statements  fairly  present  the
financial condition of the Borrower and its Consolidated  Subsidiaries as of the
dates  indicated  and the  results  of its  operations  and cash  flows  for the
period[s] indicated.

     3. I have  reviewed  the terms of the Credit  Agreement,  the Notes and the
related Loan Documents and have made, or caused to be made under my supervision,
a review in  reasonable  detail of the  transactions  and the  condition  of the
Borrower and its Consolidated  Subsidiaries during the accounting period covered
by the financial  statements  referred to in Paragraph 2 above.  Such review has
not disclosed the existence  during or at the end of such  accounting  period of
any condition or event that  constitutes a Default,  nor do I have any knowledge
of the  existence  of any  such  condition  or  event  as at the  date  of  this
Certificate [except, {if such condition or event existed or exists, describe the
nature and period of existence thereof and what action the Company has taken, is
taking and proposes to take with respect thereto}].

     4.  The  Pricing  Level  and the  Applicable  Margin  are set  forth on the
attached  Schedule 1, the Borrower is in compliance with the covenant  contained
in Section  5.19 of the Credit  Agreement  as shown on such  Schedule 1, and the
Borrower and its Subsidiaries,  as applicable,  are in compliance with the other
covenants and restrictions contained in Article V of the Loan Agreement.

     5. Schedule 2 sets forth a list of Material Subsidiaries and the percent of
total revenues of the Borrower and its  Subsidiaries and percent of total assets
of the  Borrower  and its  Subsidiaries  which  each  such  Material  Subsidiary
represents.

     WITNESS the following signature as of the ______ day of ____________, 20__.

                                            DARDEN RESTAURANTS, INC.


                                            By:      _______________________
                                            Print:   _______________________
                                            Title:   _______________________


<PAGE>


                                   Schedule 1
                                       to
                        Officer's Compliance Certificate

          1.   Pricing Level

                  (a)......Debt Rating of the Company's Senior Debt by

                           (i)      S&P     ___________

                           (ii)     Moody's ___________

                  (b)......Pricing Level:   ___________

                  (c)......Applicable Margin:

                         (i) Base Rate Loan                     ____%
                             Euro-Dollar Loan                   ____%

                         (ii) Applicable Facility Fee Rate      ____%

          2.   Ratio  of   Consolidated   Total  Debt  to   Consolidated   Total
               Capitalization (Section 5.19)

               Ratio  of   Consolidated   Total  Debt  to   Consolidated   Total
               Capitalization:

                  (a)......Consolidated Total Debt as of the end of the
                           Fiscal Quarter ending on or immediately
                           prior to the date hereof:            $___________

                  (b)......Consolidated Total Capitalization as of the
                           end of the Fiscal Quarter ending on or
                           immediately prior to the date hereof: $___________

                  (c)......Ratio of (a) to (b):                   ___________

                  (d)......Maximum Ratio permitted:  0.55 to 1.00




<PAGE>


                                   Schedule 2
                                       to
                        Officer's Compliance Certificate


.................................................................................
 Material Subsidiary    Incorporated In   % of Total Revenues  % of Total Assets
...................... .................. ..................... .................

...................... .................. ..................... .................

...................... .................. ..................... .................

...................... .................. ..................... .................

...................... .................. ..................... .................

...................... .................. ..................... .................

...................... .................. ..................... .................

...................... .................. ..................... .................

...................... .................. ..................... .................

...................... .................. ..................... .................

...................... .................. ..................... .................









<PAGE>




                                    EXHIBIT F

                            ASSIGNMENT AND ACCEPTANCE

                         Dated ________________ __, ____

     Reference  is made to the Credit  Agreement  dated as of October  17,  2003
(together with all amendments and modifications thereto, the "Credit Agreement")
among Darden  Restaurants,  Inc., a Florida  corporation (the  "Borrower"),  the
Banks  (as  defined  in the  Credit  Agreement),  and  Wachovia  Bank,  National
Association, as Administrative Agent (the "Administrative Agent"). Terms defined
in the Credit Agreement are used herein with the same meaning.

     _____________________________________________________  (the "Assignor") and
_____________________________________________ (the "Assignee") agree as follows:

     1. The Assignor hereby sells and assigns to the Assignee,  without recourse
to the  Assignor,  and the  Assignee  hereby  purchases  and  assumes  from  the
Assignor,  a  ______%  interest  in and to all  of  the  Assignor's  rights  and
obligations  under the Credit  Agreement  as of the  Effective  Date (as defined
below)  (including,  without  limitation,  a  ______%  interest  (which  on  the
Effective Date hereof is  $_______________)  in the Assignor's  Commitment and a
______% interest (which on the Effective Date hereof is $_______________) in the
Loans  owing to the  Assignor  and a  ______%  interest  in the Note held by the
Assignor (which on the Effective Date hereof is $------------------).

     2. The Assignor  (i) has  delivered  written  notice to the Borrower of the
assignment to be made pursuant to this  Assignment and  Acceptance,  as required
pursuant   to  Section   9.07(c)  of  the  Credit   Agreement,   (ii)  makes  no
representation  or  warranty  other  than as set  forth  in  clause  (i) of this
paragraph  and  assumes  no  responsibility  with  respect  to  any  statements,
warranties  or  representations  made  in  or  in  connection  with  the  Credit
Agreement,  any other instrument or document  furnished  pursuant thereto or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit  Agreement,  any other Loan  Document or any other  instrument  or
document  furnished  pursuant  thereto,  other  than  that it is the  legal  and
beneficial  owner of the  interest  being  assigned by it  hereunder,  that such
interest is free and clear of any  adverse  claim and that as of the date hereof
its Commitment  (without giving effect to assignments thereof which have not yet
become effective) is $_________________  and the aggregate outstanding principal
amount of Loans owing to it (without giving effect to assignments  thereof which
have  not  yet  become   effective)  is   $_________________;   (iii)  makes  no
representation  or warranty  and assumes no  responsibility  with respect to the
financial  condition of the Borrower or the  performance  or  observance  by the
Borrower of any of its obligations  under the Credit  Agreement,  any other Loan
Document or any other instrument or document  furnished  pursuant  thereto;  and
(iv)  attaches the Note  referred to in paragraph 1 above and requests  that the
Administrative   Agent  exchange  such  Note  as  follows:  [a  new  Note  dated
_______________,  ____ in the principal amount of  _________________  payable to
the   order  of  the   Assignee]   [new   Notes  as   follows:   a  Note   dated
_________________,  ____ in the principal amount of $_______________  payable to
the order of the Assignor and a Note dated ______________, ____ in the principal
amount of $______________ payable to the order of the Assignee].

                                      F-1
<PAGE>


     3. The  Assignee  (i)  confirms  that it has  received a copy of the Credit
Agreement,  together  with  copies of the  financial  statements  referred to in
Section 4.12(a) thereof (or any more recent financial statements of the Borrower
delivered  pursuant  to  Section  5.01(a)(i)  or (ii)  thereof)  and such  other
documents and  information  as it has deemed  appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance;  (ii) agrees
that it will,  independently and without reliance upon the Administrative Agent,
the Assignor or any other Bank and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit  Agreement;  (iii) confirms that it
is  a  bank  or  financial   institution;   (iv)  appoints  and  authorizes  the
Administrative  Agent to take such action as agent on its behalf and to exercise
such powers under the Credit  Agreement as are  delegated to the  Administrative
Agent  by the  terms  thereof,  together  with  such  powers  as are  reasonably
incidental  thereto;  (v) agrees that it will perform in  accordance  with their
terms all of the  obligations  which by the terms of the  Credit  Agreement  are
required to be performed by it as a Bank;  (vi)  specifies as its Lending Office
(and address for notices) the office set forth beneath its name on the signature
pages hereof,  (vii)  represents and warrants that the  execution,  delivery and
performance of this  Assignment  and Acceptance are within its corporate  powers
and have been duly  authorized by all necessary  corporate  action[,  and (viii)
attaches  the forms  prescribed  by the Internal  Revenue  Service of the United
States  certifying  as to the  Assignee's  status for  purposes  of  determining
exemption from United States  withholding  taxes with respect to all payments to
be made to the Assignee  under the Credit  Agreement and the Notes or such other
documents  as are  necessary to indicate  that all such  payments are subject to
such taxes at a rate reduced by an applicable tax treaty].*

     4.  The  Effective  Date  for  this  Assignment  and  Acceptance  shall  be
_______________  (the  "Effective  Date").   Following  the  execution  of  this
Assignment and Acceptance,  it will be delivered to the Administrative Agent for
execution and  acceptance by the  Administrative  Agent [and to the Borrower for
execution by the Borrower]**.

     5. Upon such  execution  and  acceptance by the  Administrative  Agent [and
execution  by the  Borrower]**,  from and  after  the  Effective  Date,  (i) the
Assignee shall be a party to the Credit  Agreement and, to the extent rights and
obligations have been transferred to it by this Assignment and Acceptance,  have
the rights and  obligations of a Bank thereunder and (ii) the Assignor shall, to
the extent its rights and obligations  have been  transferred to the Assignee by
this Assignment and Acceptance,  relinquish its rights (other than under Section
8.03  and  Section  9.03 of the  Credit  Agreement)  and be  released  from  its
obligations under the Credit Agreement.

     6. Upon such  execution  and  acceptance by the  Administrative  Agent [and
execution  by  the   Borrower]**,   from  and  after  the  Effective  Date,  the
Administrative Agent shall make all payments in respect of the interest assigned
hereby to the  Assignee.  The Assignor and Assignee  shall make all  appropriate
adjustments   in  payments  for  periods   prior  to  such   acceptance  by  the
Administrative Agent directly between themselves.

     7. This  Assignment and  Acceptance  shall be governed by, and construed in
accordance with, the laws of the State of North Carolina.

- --------------------------------
*If the  Assignee  is  organized  under the laws of a  jurisdiction  outside the
United States.
**If required under the Credit Agreement.

                                      F-2
<PAGE>

                                               [NAME OF ASSIGNOR]

                                                By:     _______________________
                                                Print:  _______________________
                                                Title:  _______________________

                                                [NAME OF ASSIGNEE]

                                                By:     _______________________
                                                Print:  _______________________
                                                Title:  _______________________

                                                Lending Office:
                                                [Address]


                                                WACHOVIA BANK, NATIONAL
                                                ASSOCIATION, as Administrative
                                                Agent

                                                By:     _______________________
                                                Print:  _______________________
                                                Title:  _______________________

                                                [DARDEN RESTAURANTS, INC.]**


                                                By:     _______________________
                                                Print:  _______________________
                                                Title:  _______________________



                                      F-3

<PAGE>




                                    EXHIBIT G


                               NOTICE OF BORROWING



                               __________, 20____


Wachovia Bank, National Association,
   as Administrative Agent
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288-0680
Attention: Syndication Agency Services

          Re:  Credit  Agreement (as amended and modified from time to time, the
               "Credit  Agreement")  dated as of October  17,  2003 by and among
               Darden  Restaurants,  Inc.,  the Banks from time to time  parties
               thereto,   and   Wachovia   Bank,   National   Association,    as
               Administrative Agent

Gentlemen:

     Unless otherwise  defined herein,  capitalized terms used herein shall have
the meanings attributable thereto in the Credit Agreement.

     This Notice of  Borrowing  is  delivered to you pursuant to Section 2.02 of
the Credit Agreement.

     The Borrower hereby requests a [Euro-Dollar Borrowing][Base Rate Borrowing]
in the aggregate principal amount of $___________ to be made on ________,  ____,
and for  interest  to  accrue  thereon  at the rate  established  by the  Credit
Agreement for [Euro-Dollar  Loans] [Base Rate Loans].  [The Interest Period with
respect to such Euro-Dollar Loan shall be for [1 month] [2 months] [3 months] [6
months].]

     The  Borrower  has caused  this  Notice of  Borrowing  to be  executed  and
delivered by its duly authorized officer this ___ day of ___________, 20____.

                                               DARDEN RESTAURANTS, INC.


                                               By:      _______________________
                                               Print:   _______________________
                                               Title:   _______________________


<PAGE>


                                    EXHIBIT H

                      NOTICE OF CONTINUATION OR CONVERSION

                          _____________________, 20____



Wachovia Bank, National Association,
   as Administrative Agent
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288-0680
Attention: Syndication Agency Services

          Re:  Credit  Agreement (as amended and modified from time to time, the
               "Credit  Agreement")  dated as of October  17,  2003 by and among
               Darden  Restaurants,  Inc.,  the Banks from time to time  parties
               thereto,   and   Wachovia   Bank,   National   Association,    as
               Administrative Agent.

Gentlemen:

     Unless otherwise  defined herein,  capitalized terms used herein shall have
the meanings attributable thereto in the Credit Agreement.

     This Notice of  Continuation  or Conversion is delivered to you pursuant to
Section 2.03 of the Credit Agreement.

     With respect to the [Base Rate Loans]  [Euro-Dollar Loans] in the aggregate
amount of $___________  [which has an Interest Period ending on  _____________],
the Borrower hereby requests that such loan be [converted to a] [Base Rate Loan]
[Euro-Dollar  Loan]  [continued  as  a]  [Euro-Dollar  Loan]  in  the  aggregate
principal  amount of  $__________  to be made on such date,  and for interest to
accrue thereon at the rate  established  by the Credit  Agreement for [Base Rate
Loans]   [Euro-Dollar   Loans].  [The  Interest  Period  with  respect  to  such
Euro-Dollar Loan shall be for [1 month] [2 months] [3 months] [6 months]].

     The Borrower has caused this Notice of  Continuation  or  Conversion  to be
executed  and  delivered  by its duly  authorized  officer  this  ______  day of
____________, 20___.

                                               DARDEN RESTAURANTS, INC.


                                               By:      _______________________
                                               Print:   _______________________
                                               Title:   _______________________




