<PAGE>   1


                                 EXHIBIT 10.42

                     AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of April 28, 2000

                                     among

                             RAILWORKS CORPORATION,
                                  as Borrower,

                     CERTAIN SUBSIDIARIES OF THE BORROWER,
                                 as Guarantors,

                           THE LENDERS NAMED HEREIN,

                           FIRST UNION NATIONAL BANK,
                             as Documentation Agent

                                      AND

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


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<PAGE>   2


                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                 <C>
SECTION 1 DEFINITIONS............................................................................................    36
         1.1  Definitions........................................................................................    36
         1.2  Computation of Time Periods........................................................................    55
         1.3  Accounting Terms; Certain Calculations.............................................................    55
SECTION 2 CREDIT FACILITIES......................................................................................    55
         2.1  Commitments........................................................................................    55
         2.2  Method of Borrowing................................................................................    56
         2.3  Interest...........................................................................................    58
         2.4  Repayment..........................................................................................    59
         2.5  Notes..............................................................................................    59
         2.6  Additional Provisions relating to Letters of Credit................................................    59
         2.7  Additional Provisions relating to Swingline Loans..................................................    63
SECTION 3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES.........................................................    63
         3.1  Default Rate.......................................................................................    63
         3.2  Extension and Conversion...........................................................................    63
         3.3  Prepayments........................................................................................    64
         3.4  Termination and Reduction of Commitments...........................................................    65
         3.5  Fees...............................................................................................    66
         3.6  Capital Adequacy...................................................................................    66
         3.7  Inability To Determine Interest Rate...............................................................    66
         3.8  Illegality.........................................................................................    67
         3.9  Requirements of Law................................................................................    67
         3.10  Taxes.............................................................................................    68
         3.11  Indemnity.........................................................................................    69
         3.12  Certain Limitations...............................................................................    69
         3.13  Pro Rata Treatment................................................................................    70
         3.14  Sharing of Payments...............................................................................    71
         3.15  Payments, Computations, Etc.......................................................................    71
         3.16  Evidence of Debt..................................................................................    72
SECTION 4 GUARANTY...............................................................................................    73
         4.1  The Guarantee......................................................................................    73
         4.2  Obligations Unconditional..........................................................................    73
         4.3  Reinstatement......................................................................................    74
         4.4  Certain Additional Waivers.........................................................................    74
         4.5  Remedies...........................................................................................    74
         4.6  Rights of Contribution.............................................................................    75
         4.7  Continuing Guarantee...............................................................................    75
SECTION 5 CONDITIONS.............................................................................................    75
         5.1  Conditions to Closing..............................................................................    75
         5.2  Conditions to All Extensions of Credit.............................................................    76
SECTION 6 REPRESENTATIONS AND WARRANTIES.........................................................................    77
         6.1  Financial Condition................................................................................    77
         6.2  No Changes or Restricted Payments..................................................................    77
         6.3  Organization; Existence; Compliance with Law.......................................................    77
         6.4  Power; Authorization; Enforceable Obligations......................................................    78
</TABLE>


                                      32
<PAGE>   3


<TABLE>
<S>                                                                                                                 <C>
         6.5  No Legal Bar.......................................................................................    78
         6.6  No Material Litigation.............................................................................    78
         6.7  No Default.........................................................................................    78
         6.8  Ownership of Property; Liens.......................................................................    78
         6.9  Intellectual Property..............................................................................    78
         6.10  No Burdensome Restrictions........................................................................    79
         6.11  Taxes.............................................................................................    79
         6.12  ERISA.............................................................................................    79
         6.13  Governmental Regulations, Etc.....................................................................    80
         6.14  Subsidiaries......................................................................................    80
         6.15  Purpose of Extensions of Credit...................................................................    80
         6.16  Environmental Matters.............................................................................    80
         6.17  Location of Inventory and Chief Executive Office..................................................    81
SECTION 7  AFFIRMATIVE COVENANTS.................................................................................    81
         7.1  Financial Statements...............................................................................    81
         7.2  Certificates; Other Information....................................................................    82
         7.3  Notices............................................................................................    83
         7.4  Payment of Obligations.............................................................................    84
         7.5  Conduct of Business and Maintenance of Existence...................................................    84
         7.6  Maintenance of Property; Insurance.................................................................    84
         7.7  Inspection of Property; Books and Records; Discussions.............................................    84
         7.8  Environmental Laws.................................................................................    85
         7.9  Financial Covenants................................................................................    85
         7.10  Administrative Fees...............................................................................    85
         7.11  Additional Guaranties and Stock Pledges...........................................................    85
         7.12  Ownership of Subsidiaries.........................................................................    86
         7.13  Use of Proceeds...................................................................................    87
         7.14  Location of Inventory.............................................................................    87
SECTION 8 NEGATIVE COVENANTS.....................................................................................    87
         8.1  Indebtedness.......................................................................................    87
         8.2  Liens..............................................................................................    89
         8.3  Consolidation, Merger, Divestiture, etc............................................................    89
         8.4  Acquisitions.......................................................................................    89
         8.5  Investments........................................................................................    90
         8.6  Ownership of Equity Interests......................................................................    90
         8.7  Fiscal Year........................................................................................    90
         8.8  Restricted Payments................................................................................    90
         8.9  Sale Leasebacks....................................................................................    90
         8.10  No Further Negative Pledges.......................................................................    90
SECTION 9 EVENTS OF DEFAULT......................................................................................    92
         9.1  Events of Default..................................................................................    92
         9.2  Acceleration; Remedies.............................................................................    93
SECTION 10 AGENCY PROVISIONS.....................................................................................    94
         10.1  Appointment.......................................................................................    94
         10.2  Delegation of Duties..............................................................................    94
         10.3  Exculpatory Provisions............................................................................    95
</TABLE>


                                      33
<PAGE>   4


<TABLE>
<S>                                                                                                                 <C>
         10.4  Reliance on Communications........................................................................    95
         10.5  Notice of Default.................................................................................    95
         10.6  Non-Reliance on Administrative Agent and Other Lenders............................................    95
         10.7  Indemnification...................................................................................    96
         10.8  Administrative Agent in its Individual Capacity...................................................    96
         10.9  Successor Administrative Agent....................................................................    96
SECTION 11  MISCELLANEOUS........................................................................................    97
         11.1  Notices...........................................................................................    97
         11.2  Right of Set-Off..................................................................................    97
         11.3  Benefit of Agreement..............................................................................    98
         11.4  No Waiver; Remedies Cumulative....................................................................    99
         11.5  Payment of Expenses, etc.........................................................................    100
         11.6  Amendments, Waivers and Consents.................................................................    100
         11.7  Counterparts.....................................................................................    101
         11.8  Headings.........................................................................................    101
         11.9  Survival.........................................................................................    102
         11.10  Governing Law; Submission to Jurisdiction; Venue................................................    102
         11.11  Severability....................................................................................    102
         11.12  Entirety........................................................................................    102
         11.13  Binding Effect; Termination.....................................................................    102
         11.14  Confidentiality.................................................................................    103
         11.15  Source of Funds.................................................................................    103
         11.16  Designated Senior Debt..........................................................................    103
         11.17  UCC Financing Statements Filings; Further Assurances............................................    104
         11.18  Conflict........................................................................................    105

</TABLE>


                                      34
<PAGE>   5


                                    SCHEDULES
<TABLE>
<S>                        <C>
Schedule 2.1                        Commitments
Schedule 2.2(a)(i)                  Form of Notice of Borrowing
Schedule 2.2(a)(ii)                 Form of Notice of Request for Letter of Credit
Schedule 2.5-1                      Form of Revolving Note
Schedule 2.5-2                      Form of Tranche B Term Note
Schedule 2.6(b)            Existing Letters of Credit
Schedule 3.2                        Form of Notice of Extension/Conversion
Schedule 5.1(f)(iii)-1              Form of Officer's Certificate
Schedule 5.1(f)(iii)-2              Form of Officer's Certificate
Schedule 6.8                        Existing Liens
Schedule 6.9                        Intellectual Property
Schedule 6.14                       Subsidiaries
Schedule 6.18(a)           Locations of Inventory
Schedule 6.18(b)           Locations of Chief Executive Offices
Schedule 7.2(b)            Form of Officer's Compliance Certificate
Schedule 7.11                       Form of Joinder Agreement
Schedule 8.1                        Existing Indebtedness
Schedule 11.1                       Lenders' Addresses
Schedule 11.3(b)           Form of Assignment and Acceptance
Schedule 11.17             UCC Filing Jurisdictions
</TABLE>


                                      35
<PAGE>   6

                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 28, 2000
(the "Credit Agreement"), is by and among RAILWORKS CORPORATION, a Delaware
corporation, certain of its Subsidiaries identified herein as Guarantors, the
lenders identified herein, FIRST UNION NATIONAL BANK, as documentation agent
for the Lenders, and BANK OF AMERICA, N.A., as administrative agent for the
Lenders.

                               W I T N E S S E T H

         WHEREAS, a $105 million revolving credit facility (the "Existing
Revolving Credit Facility") has been established in favor of the Borrower
pursuant to the terms of that Amended and Restated Credit Agreement dated as of
August 5, 1999 (as amended and modified, the "Existing Revolving Credit
Agreement") among the Borrower, the Subsidiaries of the Borrower identified
therein, the lenders identified therein, First Union National Bank, as
Documentation Agent, Bank of America Canada, as Canadian Administrative Agent,
and Bank of America, N.A., as Domestic Administrative Agent;

         WHEREAS, a $30 million term loan credit facility (the "Existing Term
Loan Credit Facility") has been established in favor of the Borrower pursuant
to the terms of that Credit Agreement dated as of November 5, 1999 (as amended
and modified, the "Existing Term Loan Credit Agreement") among the Borrower,
the Subsidiaries identified therein, as guarantors, the lenders identified
therein, First Union National Bank, as Documentation Agent, and Bank of
America, N.A., as Administrative Agent;

         WHEREAS, the Borrower has requested certain modifications including,
among other things, an increase in the Domestic Revolving Commitments and the
termination of the Canadian Revolving Commitments under the Existing Revolving
Credit Facility;

         WHEREAS, the Lenders have agreed to the requested modifications on the
terms and conditions provided herein;

         WHEREAS, this Credit Agreement is given in amendment to, restatement
of and substitution for the Existing Revolving Credit Agreement and the
Existing Term Loan Credit Agreement;

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

SECTION 1
DEFINITIONS

      1.1   DEFINITIONS.

         As used in this Credit Agreement, the following terms shall have the
meanings specified below unless the context otherwise requires:

                  "Acquisition" means any transaction in which the Borrower or
         any Domestic Subsidiary directly or indirectly (i) acquires any
         Property with which an ongoing business is conducted or is to be
         conducted, (ii) acquires all or substantially all of the assets of any
         Person or division thereof, whether through a purchase of assets,
         merger or otherwise, (iii) acquires (in one transaction or as the most
         recent transaction in a series of transactions) control of at least a
         majority of the Voting Stock of a corporation, other than the
         acquisition of Voting Stock of a wholly-owned Subsidiary solely in
         connection with the organization and capitalization of that Subsidiary
         by the Borrower or a Domestic Subsidiary, or (iv) acquires control of
         more than 50% ownership interest in any partnership, joint venture or
         limited liability company.

                  "Administrative Agent" means Bank of America in its capacity
         as administrative agent for the Lenders, together with its successors
         in such capacity.


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<PAGE>   7


                  "Administrative Agent's Fee Letter" means that certain letter
         agreement, dated as of March __, 2000, between the Administrative
         Agent and the Borrower, as amended, modified, supplemented or replaced
         from time to time.

                  "Administrative Agent's Fees" shall have the meaning assigned
         to such term in Section 3.5(c).

                  "Affiliate" means, with respect to any Person, any other
         Person directly or indirectly controlling or controlled by or under
         direct or indirect common control with such Person. For purposes of
         this definition, "control" when used with respect to any Person means
         the power to direct the management and policies of such Person,
         directly or indirectly, whether through the ownership of voting
         securities, by contract or otherwise; and the terms "controlling" and
         "controlled" have meanings correlative to the foregoing.

                  "Agents" means the Administrative Agent and the Collateral
         Agent.

                  "Aggregate Revolving Committed Amount" shall have the meaning
         assigned to such term in Section 2.1(a).

                  "Applicable Percentage" means, for any day, the rate per
         annum set forth below opposite the applicable Consolidated Total
         Leverage Ratio then in effect, it being understood that the Applicable
         Percentage for (i) Base Rate Loans shall be the percentage set forth
         under the column "Applicable Percentage for Base Rate Loans", (ii)
         Eurodollar Loans shall be the percentage set forth under the column
         "Applicable Percentage for Eurodollar Loans and Letter of Credit Fee",
         (iii) the Letter of Credit Fee shall be the percentage set forth under
         the column "Applicable Percentage for Eurodollar Loans and Letter of
         Credit Fee", and (iv) the Commitment Fee shall be the percentage set
         forth under the column "Commitment Fee":

<TABLE>
<CAPTION>
                                              Applicable
                                              Percentage
                                                  For                Applicable            Applicable
                        Consolidated       Eurodollar Loans          Percentage            Percentage
          Pricing      Total Leverage             and                   for                   for
           Level           Ratio         Letter of Credit Fee     Base Rate Loans        Commitment Fee
           -----           -----         --------------------     ---------------        --------------

          <S>         <C>                <C>                      <C>                    <C>
              I            > 3.5                 2.50%                 1.00%                 0.50%
                           -
             II       > 3.0 but < 3.5            2.25%                 0.75%                 0.50%
                      -
            III       > 2.5 but < 3.0            2.00%                 0.50%                0.375%
                      -
             IV       > 2.0 but < 2.5            1.75%                    0%                 0.30%
                      -
              V       > 1.5 but < 2.0            1.50%                    0%                 0.30%
                      -
             VI            < 1.5                 1.25%                    0%                 0.25%
</TABLE>

         The Applicable Percentage shall be determined and adjusted quarterly
         on the date (each a "Rate Determination Date") five (5) Business Days
         after the date by which the annual and quarterly compliance
         certificates and related financial statements and information are
         required in accordance with the provisions of Sections 7.1(a) and (b)
         and Section 7.2(b), as appropriate; provided, however, that:

                           (i) the initial Applicable Percentages shall be
                  based on the financial statements and related financial
                  information for the fiscal quarter of the Borrower ended
                  December 31, 1999 and shall remain in effect at such level
                  until the Rate Determination Date to occur in connection with
                  the fiscal quarter of the Borrower ending March 31, 2000; and

                           (ii) in the event the Borrower does not deliver an
                  annual or quarterly compliance certificate and related
                  financial statements and information to the Administrative
                  Agent by the date required by Sections 7.1(a) and (b) and
                  Section 7.2(b), as appropriate, the Applicable Percentages
                  shall be based on Pricing Level I until such time as an
                  appropriate compliance certificate and related financial
                  statements and information are delivered, whereupon the


                                      37
<PAGE>   8


                  applicable Pricing Level shall be adjusted based on the
                  information contained in such compliance certificate and
                  related financial statements and information.

         Each Applicable Percentage shall be effective from a Rate
         Determination Date until the next Rate Determination Date. The
         Administrative Agent shall determine the appropriate Applicable
         Percentages in the pricing matrix promptly upon receipt of the
         quarterly or annual compliance certificate and related financial
         information and shall promptly notify the Borrower and the Lenders of
         any change thereof. Such determinations by the Administrative Agent
         shall be conclusive absent manifest error. Adjustments in the
         Applicable Percentages shall be effective as to existing Extensions of
         Credit as well as new Extensions of Credit made thereafter.

         If the Borrower's Debt Rating is at any time upgraded to at least BB
         by S&P's or Ba2 by Moody's, then the Lenders agree to consider
         amending this definition of "Applicable Percentage" such that the
         Applicable Percentages shall be based on the Debt Rating rather than
         the Consolidated Total Leverage Ratio. The foregoing sentence is not
         intended to, and shall not be construed to, in any way require the
         Lenders to amend this definition and the decision of any Lender to
         amend this definition shall be within such Lender's sole discretion.

                  "Bank of America" means Bank of America, N.A., and its
         successors.

                  "Bankruptcy Code" means the Bankruptcy Code in Title 11 of
         the United States Code, as amended, modified, succeeded or replaced
         from time to time.

                  "Bankruptcy Event" means, with respect to any Person, the
         occurrence of any of the following with respect to such Person: (i) a
         court or governmental agency having jurisdiction in the premises shall
         enter a decree or order for relief in respect of such Person in an
         involuntary case under any applicable bankruptcy, insolvency or other
         similar law now or hereafter in effect, or appointing a receiver,
         liquidator, assignee, custodian, trustee, sequestrator (or similar
         official) of such Person or for any substantial part of its Property
         or ordering the winding up or liquidation of its affairs; or (ii)
         there shall be commenced against such Person an involuntary case under
         any applicable bankruptcy, reorganization, insolvency or other similar
         law now or hereafter in effect, or any case, proceeding or other
         action for the appointment of a receiver, liquidator, assignee,
         custodian, trustee, sequestrator (or similar official) of such Person
         or for any substantial part of its Property or for the winding up or
         liquidation of its affairs, and such involuntary case or other case,
         proceeding or other action shall remain undismissed, undischarged or
         unbonded for a period of sixty (60) consecutive days; or (iii) such
         Person shall commence a voluntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in
         effect, or consent to the entry of an order for relief in an
         involuntary case under any such law, or consent to the appointment or
         taking possession by a receiver, liquidator, assignee, custodian,
         trustee, sequestrator (or similar official) of such Person or for any
         substantial part of its Property or make any general assignment for
         the benefit of creditors; or (iv) such Person shall be unable to, or
         shall admit in writing its inability to, pay its debts generally as
         they become due.

                  "Base Rate" means, for any day, the rate per annum (rounded
         upwards, if necessary, to the nearest whole multiple of 1/100 of 1%)
         equal the greater of (a) the Federal Funds Rate in effect on such day
         plus 1/2 of 1% or (b) the Prime Rate in effect on such day. If for any
         reason the Administrative Agent shall have determined (which
         determination shall be conclusive absent manifest error) that it is
         unable after due inquiry to ascertain the Federal Funds Rate for any
         reason, including the inability or failure of the Administrative Agent
         to obtain sufficient quotations in accordance with the terms hereof,
         the Base Rate shall be determined without regard to clause (a) of the
         first sentence of this definition until the circumstances giving rise
         to such inability no longer exist. Any change in the Base Rate due to
         a change in the Prime Rate or the Federal Funds Rate shall be
         effective on the effective date of such change in the Prime Rate or
         the Federal Funds Rate, respectively.

                  "Base Rate Loan" means any Loan bearing interest at a rate
         determined by reference to the Base Rate.

                  "Borrower" means RailWorks Corporation, a Delaware
         corporation, together with its successors and permitted assigns.


                                      38
<PAGE>   9


                  "Borrowing Base" means, as of any day, an amount equal to the
         sum of (a) eighty-five percent (85%) of Eligible Receivables, (b)
         eighty-five percent (85%) of Eligible Receivables Retainage and (c)
         sixty percent (60%) of Eligible Inventory, in each case as set forth
         in the most recent Borrowing Base Certificate delivered to the
         Administrative Agent and the Lenders in accordance with the terms of
         Section 7.1(c), with adjustments to give effect to Acquisitions and
         Divestitures since the date of such Borrowing Base Certificate on a
         Pro Forma Basis.

                  "Borrowing Base Certificate" shall have the meaning assigned
         to such term in Section 7.1(c).

                  "Business Day" means a day other than a Saturday, Sunday or
         other day on which commercial banks in Charlotte, North Carolina,
         Baltimore, Maryland or New York, New York are authorized or required
         by law to close, provided that, when used in connection with a
         Eurodollar Loan, such day shall also be a day on which dealings
         between banks are carried on in U.S. Dollar deposits in London,
         England.

                  "Capital Expenditures" means, for any period, without
         duplication, all expenditures (whether paid in cash or other
         consideration) during such period that, in accordance with GAAP, are
         or should be included in additions to property, plant and equipment or
         similar items reflected in the consolidated statement of cash flows
         for such period; provided, that Capital Expenditures shall not
         include, for purposes hereof, expenditures of proceeds of insurance
         settlements, condemnation awards and other settlements in respect of
         lost, destroyed, damaged or condemned assets, equipment or other
         property to the extent such expenditures are made to replace or repair
         such lost, destroyed, damaged or condemned assets, equipment or other
         property or otherwise to acquire assets or properties useful in the
         business of the members of the Consolidated Group.

                  "Capital Lease" means, as applied to any Person, any lease of
         any Property by that Person as lessee which, in accordance with GAAP,
         is or should be accounted for as a capital lease on the balance sheet
         of that Person.

                  "Capital Lease Obligation" means the capital lease
         obligations relating to a Capital Lease determined in accordance with
         GAAP.

                  "Cash Equivalents" means (a) securities issued or directly
         and fully guaranteed or insured by the United States of America or any
         agency or instrumentality thereof (provided that the full faith and
         credit of the United States of America is pledged in support thereof)
         having maturities of not more than twelve months from the date of
         acquisition, (b) U.S. Dollar denominated time deposits and
         certificates of deposit of (i) any Revolving Lender, or (ii) any
         domestic commercial bank of recognized standing (y) having capital and
         surplus in excess of $500,000,000 and (z) whose short-term commercial
         paper rating from S&P is at least A-1 or the equivalent thereof or
         from Moody's is at least P-1 or the equivalent thereof (any such bank
         being an "Approved Bank"), in each case with maturities of not more
         than 270 days from the date of acquisition, (c) commercial paper and
         variable or fixed rate notes issued by any Approved Bank (or by the
         parent company thereof) or any variable rate notes issued by, or
         guaranteed by, any domestic corporation rated A-1 (or the equivalent
         thereof) or better by S&P or P-1 (or the equivalent thereof) or better
         by Moody's and maturing within six months of the date of acquisition,
         (d) repurchase agreements entered into by a Person with a bank or
         trust company (including any of the Revolving Lenders) or recognized
         securities dealer having capital and surplus in excess of $500,000,000
         for direct obligations issued by or fully guaranteed by the United
         States of America in which such Person shall have a perfected first
         priority security interest (subject to no other Liens) and having, on
         the date of purchase thereof, a fair market value of at least 100% of
         the amount of the repurchase obligations, (e) obligations of any State
         of the United States or any political subdivision thereof, the
         interest with respect to which is exempt from federal income taxation
         under Section 103 of the Internal Revenue Code, having a long term
         rating of at least AA- or Aa-3 by S&P or Moody's, respectively, and
         maturing within three years from the date of acquisition thereof, (f)
         Investments in municipal auction preferred stock (i) rated AAA (or the
         equivalent thereof) or better by S&P or Aaa (or the equivalent
         thereof) or better by Moody's and (ii) with dividends that reset at
         least once every 365 days, (g) Investments, classified in accordance
         with GAAP as current assets, in money market investment programs
         registered under the Investment Company Act of 1940, as amended, which
         are administered by reputable financial institutions having capital of
         at least $100,000,000 and


                                      39
<PAGE>   10


         the portfolios of which are limited to Investments of the character
         described in the foregoing subdivisions (a) through (f), and (h) other
         Investments deemed to be cash equivalents in accordance with GAAP.

                  "Change of Control" means the occurrence of either of the
         following events: (i) any "person" (as such term is used in Sections
         13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
         (the "Exchange Act")), other than a trustee or other fiduciary holding
         securities under an employee benefit plan of the Borrower, a
         corporation owned directly or indirectly by the stockholders of the
         Borrower or any of their respective Affiliates, becomes the
         "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
         directly or indirectly, of securities of the Borrower representing 50%
         or more of the total voting power represented by the Borrower's then
         outstanding securities that vote generally in the election of
         directors; or (ii) during any period of two consecutive years,
         individuals who at the beginning of such period constitute the
         Borrower's Board of Directors and any new directors whose election by
         the Borrower's Board of Directors or nomination for election by the
         Borrower's stockholders was approved by a vote or a majority of the
         directors then still in office who either were directors at the
         beginning of the period or whose election or nomination for election
         was previously so approved, cease for any reason to constitute a
         majority of the Borrower's Board of Directors.

                  "Closing Date" means the date hereof.

                  "Collateral" shall have the meaning assigned to such term in
         the Security Agreement.

                  "Collateral Agent" means Bank of America, N.A. in its
         capacity as collateral agent for the Lenders, together with its
         successors in such capacity.

                  "Combination" has the meaning assigned to such term in the
         Registration Statement.

                  "Commitments" means the Revolving Commitments, the LOC
         Commitment, the Swingline Commitment and the Tranche B Term Loan
         Commitments.

                  "Commitment Fee" shall have the meaning provided in Section
         3.5(a).

                  "Commitment Period" means the period from and including the
         Closing Date to but not including the earlier of (i) the Termination
         Date, or (ii) the date on which the Commitments terminate in
         accordance with the provisions of this Credit Agreement.

                  "Consolidated Capital Expenditures" means, for any period,
         Capital Expenditures for the Consolidated Group on a consolidated
         basis determined in accordance with GAAP applied on a consistent
         basis.

                  "Consolidated EBITDA" means, for any period for the
         Consolidated Group, the sum of Consolidated Net Income for such period
         plus Consolidated Interest Expense for such period plus all provisions
         for any federal, state or other domestic and foreign income taxes for
         such period plus depreciation and amortization for such period, in
         each case on a consolidated basis determined in accordance with GAAP
         applied on a consistent basis, but excluding for purposes hereof
         extraordinary gains and losses and related tax effects thereon.

                  "Consolidated Fixed Charge Coverage Ratio" means, for the
         period of four consecutive fiscal quarters ending as of the date of
         determination, the ratio of Consolidated EBITDA for such period to
         Consolidated Fixed Charges for such period.

                  "Consolidated Fixed Charges" means, for any period for the
         Consolidated Group, the sum of the cash portion of Consolidated
         Interest Expense for such period plus Restricted Payments paid during
         such period plus fifteen percent (15%) of Senior Funded Debt
         outstanding on the last day of such period, in each case on a
         consolidated basis determined in accordance with GAAP applied on an
         consistent basis. Except as otherwise expressly provided, the
         applicable period shall be for the four consecutive fiscal quarters
         ending as of the date of determination.


                                      40
<PAGE>   11


                  "Consolidated Group" means the Borrower and its consolidated
         subsidiaries as determined in accordance with GAAP.

                  "Consolidated Interest Expense" means, for any period for the
         Consolidated Group, all interest expense (including the amortization
         of debt discount and premium, the interest component under Capital
         Leases and the implied interest component under Securitization
         Transactions) for such period, in each case on a consolidated basis
         determined in accordance with GAAP applied on a consistent basis.
         Except as expressly provided otherwise, the applicable period shall be
         for the four consecutive quarters ending as of the date of
         determination.

                  "Consolidated Net Income" means for any period for the
         Consolidated Group, net income for such period on a consolidated basis
         determined in accordance with GAAP applied on a consistent basis.
         Except as expressly provided otherwise, the applicable period shall be
         for the four consecutive quarters ending as of the date of
         determination.

                  "Consolidated Net Worth" means, as of any date for the
         Consolidated Group, shareholders' equity or net worth as determined in
         accordance with GAAP.

                  "Consolidated Senior Debt" means, as of any date,
         Consolidated Total Funded Debt on such date less Subordinated Debt of
         the Consolidated Group on such date on a consolidated basis as
         determined in accordance with GAAP.

                  "Consolidated Senior Leverage Ratio" means, as of the last
         day of any fiscal quarter, the ratio of Consolidated Senior Debt on
         such day to Consolidated EBITDA for the period of four consecutive
         fiscal quarters ending as of such day.

                  "Consolidated Total Funded Debt" means, as of any date,
         Funded Debt of the Consolidated Group on such date determined on a
         consolidated basis in accordance with GAAP applied on a consistent
         basis.

                  "Consolidated Total Leverage Ratio" means, as of the last day
         of any fiscal quarter, the ratio of Consolidated Total Funded Debt on
         such day to Consolidated EBITDA for the period of four consecutive
         fiscal quarters ending as of such day.

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

                  "Credit Documents" means a collective reference to this
         Credit Agreement, the Notes, the LOC Documents, the Pledge Agreement,
         the Security Agreement, each Joinder Agreement, the Administrative
         Agent's Fee Letter, and all other related agreements and documents
         issued or delivered hereunder or thereunder or pursuant hereto or
         thereto.

                  "Credit Party" means any of the Borrower and the Guarantors.

                  "Debt Rating" means the rating for the Borrower's senior
         unsecured (non-credit enhanced) long term debt as determined by S&P or
         Moody's.

                  "Debt Transaction" means, with respect to the Borrower and
         the Domestic Subsidiaries, any sale, issuance or placement of
         Subordinated Debt permitted by Section 8.1.

                  "Default" means any event, act or condition which with notice
         or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting Lender" means, at any time, any Lender that, at
         such time, (i) has failed to make an Extension of Credit required
         pursuant to the terms of this Credit Agreement, (ii) has failed to pay
         to any


                                      41
<PAGE>   12


         Agent or any Lender an amount owed by such Lender pursuant to the
         terms of the Credit Agreement or any other of the Credit Documents, or
         (iii) has been deemed insolvent or has become subject to a bankruptcy
         or insolvency proceeding or to a receiver, trustee or similar
         proceeding.

                  "Divestiture" means any transaction by which the Borrower or
         any Domestic Subsidiary sells, leases, transfers or otherwise disposes
         of (i) any Property with which an ongoing business is conducted or to
         be conducted; (ii) all or substantially all or any substantial portion
         of its assets; or (iii) the capital stock of a Subsidiary, in each
         case other than (x) the sale of Inventory in the ordinary course of
         business, (y) the sale, lease, transfer or other disposition of plant,
         property and equipment which is no longer used or useful in the
         business of the Borrower or such Domestic Subsidiary or as to which
         the proceeds thereof are reinvested in plant, property or equipment
         within six months thereof, or (z) sales, leases, transfers or other
         dispositions of Property or capital stock of a Subsidiary by one
         Credit Party to another Credit Party.

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

                  "Domestic Credit Party" means any Credit Party which is
         incorporated or organized under the laws of any State of the United
         States or the District of Columbia.

                  "Domestic Subsidiary" means any Subsidiary which is
         incorporated or organized under the laws of any State of the United
         States or the District of Columbia.

                  "Eligible Inventory" means, as of any date of determination,
         the aggregate book value (based on a FIFO valuation) of all inventory
         owned by the Credit Parties on a consolidated basis after deducting
         allowances or reserves relating thereto, as shown on the books and
         records of the Credit Parties, but excluding in any event inventory
         which is subject to any Lien that is not a Permitted Lien.

                  "Eligible Receivables" means, as of any date of
         determination, the aggregate book value of all accounts, accounts
         receivable, receivables, and obligations for payment created or
         arising from the sale of inventory or the rendering of services in the
         ordinary course of business (collectively, the "Receivables"), owned
         by or owing to the Credit Parties on a consolidated basis after
         deducting retainage and allowances or reserves relating thereto, as
         shown on the books and records of the Credit Parties, but excluding in
         any event (a) Receivables owing by an account debtor which is not
         solvent or is subject to any bankruptcy or insolvency proceeding of
         any kind and (b) any Receivable which is (i) not subject to a
         perfected, first priority Lien in favor for the Collateral Agent to
         secure the obligations of the Credit Parties under the Security
         Agreement or (ii) subject to any other Lien that is not a Permitted
         Lien.

                  "Eligible Receivables Retainage" means, as of any date of
         determination, the aggregate book value of that portion of Receivables
         owned by or owing to the Credit Parties on a consolidated basis
         consisting of retainage but excluding in any event such portion of
         Receivables owing by an account debtor which is not solvent or is
         subject to any bankruptcy or insolvency proceeding of any kind.

                  "Environmental Laws" means any and all lawful and applicable
         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,
         releases or threatened releases of pollutants, contaminants,
         chemicals, or industrial, toxic or hazardous substances or wastes into
         the environment including, without limitation, ambient air, surface
         water, ground water, or land, or otherwise relating to the
         manufacture, processing, distribution, use, treatment, storage,
         disposal, transport, or handling of pollutants, contaminants,
         chemicals, or industrial, toxic or hazardous substances or wastes.

                  "Equity Transaction" means, with respect to the Borrower and
         the Domestic Subsidiaries, any issuance of shares of its capital stock
         or other equity interest, other than (i) an issuance by a Domestic
         Subsidiary to the Borrower or a Domestic Subsidiary, (ii) an issuance
         in connection with a conversion of debt securities to equity, (iii) an
         issuance in connection with the exercise by a present or former
         employee, officer or director under a stock incentive plan, stock
         option plan or other equity-based compensation plan


                                      42
<PAGE>   13


         or arrangement, (iv) the issuance of the capital stock of the Borrower
         to the seller as consideration for any Permitted Acquisition, and (v)
         an issuance needed to qualify directors under applicable law.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended, and any successor statute thereto, as interpreted by
         the rules and regulations thereunder, all as the same may be in effect
         from time to time. References to sections of ERISA shall be construed
         also to refer to any successor sections.

                  "ERISA Affiliate" means an entity which is under common
         control with any Credit Party or any of its Subsidiaries within the
         meaning of Section 4001(a)(14) of ERISA, or is a member of a group
         which includes any Credit Party or any of its Subsidiaries and which
         is treated as a single employer under Sections 414(b) or (c) of the
         Internal Revenue Code.

                  "ERISA Event" means (i) with respect to any Plan, the
         occurrence of a Reportable Event or the substantial cessation of
         operations (within the meaning of Section 4062(e) of ERISA); (ii) the
         withdrawal by any Credit Party or any of its Subsidiaries or any ERISA
         Affiliate from a Multiple Employer Plan during a plan year in which it
         was a substantial employer (as such term is defined in Section
         4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan;
         (iii) the distribution of a notice of intent to terminate or the
         actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A
         of ERISA; (iv) the institution of proceedings to terminate or the
         actual termination of a Plan by the PBGC under Section 4042 of ERISA;
         (v) any event or condition which would reasonably be expected to
         constitute grounds under Section 4042 of ERISA for the termination of,
         or the appointment of a trustee to administer, any Plan; (vi) the
         complete or partial withdrawal of any Credit Party or any of its
         Subsidiaries or any ERISA Affiliate from a Multiemployer Plan; (vii)
         the conditions for imposition of a lien under Section 302(f) of ERISA
         exist with respect to any Plan; or (vii) the adoption of an amendment
         to any Plan requiring the provision of security to such Plan pursuant
         to Section 307 of ERISA.

                  "Eurodollar Loan" means any Loan bearing interest at a rate
         determined by reference to the Eurodollar Rate.

                  "Eurodollar Rate" means, for the Interest Period for each
         Eurodollar Loan comprising part of the same borrowing (including
         conversions, extensions and renewals), a per annum interest rate
         determined pursuant to the following formula:

<TABLE>

                   <S>                        <C>
                   Eurodollar Rate  =         Interbank Offered Rate
                                              ----------------------
                                              1 - Eurodollar Reserve Percentage
</TABLE>

                  "Eurodollar Reserve Percentage" means, for any day, that
         percentage (expressed as a decimal) which is in effect from time to
         time under any regulations of the Board of Governors of the Federal
         Reserve System (or any successor) or other Governmental Authority
         having jurisdiction with respect thereto) as the maximum reserve
         requirement (including, without limitation, any basic, supplemental,
         emergency, special, or marginal reserves) applicable with respect to
         Eurocurrency liabilities as that term is defined in Regulation D (or
         against any other category of liabilities that includes deposits by
         reference to which the interest rate of Eurodollar Loans is
         determined), whether or not the applicable Lender has any Eurocurrency
         liabilities subject to such reserve requirement at that time.
         Eurodollar Loans shall be deemed to constitute Eurocurrency
         liabilities and as such shall be deemed subject to reserve
         requirements without benefits of credits for proration, exceptions or
         offsets that may be available from time to time to the applicable
         Lender. The Eurodollar Rate shall be adjusted automatically on and as
         of the effective date of any change in the Eurodollar Reserve
         Percentage.

                  "Event of Default" means such term as defined in Section 9.1.

                  "Existing Letters of Credit" means those Letters of Credit
         outstanding on the Closing Date and identified on Schedule 2.6(b).

                  "Extension of Credit" means, as to any Lender, the making of,
         or participation in, a Loan by such Lender or the issuance or
         extension of, or participation in, a Letter of Credit by such Lender.


                                      43
<PAGE>   14


                  "Fees" means all fees payable pursuant to Section 3.5.

                  "Federal Funds Rate" means, for any day, the rate of interest
         per annum (rounded upwards, if necessary, to the nearest whole
         multiple of 1/100 of 1%) equal to the weighted average of the rates on
         overnight Federal funds transactions with members of the Federal
         Reserve System arranged by Federal funds brokers on such day, as
         published by the Federal Reserve Bank of New York on the Business Day
         next succeeding such day, provided that (A) if such day is not a
         Business Day, the Federal Funds Rate for such day shall be such rate
         on such transactions on the next preceding Business Day and (B) if no
         such rate is so published on such next preceding Business Day, the
         Federal Funds Rate for such day shall be the average rate quoted to
         the Administrative Agent on such day on such transactions as
         determined by the Administrative Agent.

                  "Foreign Subsidiary" means a Subsidiary which is not a
         Domestic Subsidiary.

                  "Founding Companies" means the Domestic Subsidiaries which
         were party to the Original Credit Agreement on the closing date
         thereof (being August 4, 1998), as those Domestic Subsidiaries existed
         immediately prior to the Combination.

                  "Funded Debt" means, with respect to any Person, without
         duplication, (i) all Indebtedness of such Person for borrowed money,
         (ii) all obligations of such Person evidenced by bonds, debentures,
         notes or similar instruments, or upon which interest payments are
         customarily made, (iii) all purchase money Indebtedness (including for
         purposes hereof, indebtedness and obligations described in clauses
         (iii) and (iv) of the definition of "Indebtedness") of such Person,
         including without limitation the principal portion of all obligations
         of such Person under Capital Leases, (iv) all Support Obligations of
         such Person with respect to Funded Debt of another Person, (v) the
         maximum available amount of all standby letters of credit or
         acceptances issued or created for the account of such Person, (vi) all
         Funded Debt of another Person secured by a Lien on any Property of
         such Person, whether or not such Funded Debt has been assumed,
         provided that for purposes of this clause (vi) the amount of such
         Funded Debt shall be limited to the greater of (A) the amount of such
         Funded Debt as to which there is recourse to such Person and (B) the
         fair market value of the property which is subject to the Lien, (vii)
         the outstanding attributed principal amount under any Securitization
         Transaction, and (viii) the principal balance outstanding under any
         synthetic lease, tax retention operating lease, off-balance sheet loan
         or similar off-balance sheet financing product to which such Person is
         a party, where such transaction is considered borrowed money
         indebtedness for tax purposes but is classified as an operating lease
         in accordance with GAAP. The Funded Debt of any Person shall (i)
         include the Funded Debt of any partnership or joint venture in which
         such Person is a general partner or joint venturer, but only to the
         extent to which there is recourse to such Person for the payment of
         such Funded Debt, but (ii) exclude, in any event, amounts in respect
         of financed insurance premium obligations permitted under Section
         8.1(g) and

                  "GAAP" means generally accepted accounting principles in the
         United States applied on a consistent basis and subject to the terms
         of Section 1.3.

                  "Governmental Authority" means any federal, state, local or
         foreign court or governmental agency, authority, instrumentality or
         regulatory body.

                  "Guaranteed Obligations" means, as to each Guarantor, without
         duplication, (i) all obligations of the Borrower (including interest
         accruing after a Bankruptcy Event regardless of whether such interest
         is allowed as a claim under the Bankruptcy Code) to the Lenders and
         the Agents, whenever arising, under this Credit Agreement, the Notes
         or the other Credit Documents, and (ii) all liabilities and
         obligations of the Borrower to any Lender or any Affiliate of a
         Lender, whenever arising, under any Hedging Agreement.

                  "Guarantor" means each of those Persons identified as a
         "Guarantor" on the signature pages hereto and each other Person which
         may hereafter become a Guarantor by execution of a Joinder Agreement,
         together with its successors and permitted assigns.

                  "Hedging Agreement" means any interest rate protection
         agreement or foreign currency exchange agreement between the Borrower
         and any Lender, or any Affiliate of a Lender, relating to the
         Obligations.


                                      44
<PAGE>   15


                  "Indebtedness" of any Person means (i) all obligations of
         such Person for borrowed money, (ii) all obligations of such Person
         evidenced by bonds, debentures, notes or similar instruments, or upon
         which interest payments are customarily made, (iii) all obligations of
         such Person under conditional sale or other title retention agreements
         relating to Property purchased by such Person (other than customary
         reservations or retentions of title under agreements with suppliers
         entered into in the ordinary course of business), (iv) all obligations
         of such Person issued or assumed as the deferred purchase price of
         Property or services purchased by such Person (other than trade debt
         incurred in the ordinary course of business and due within six months
         of the incurrence thereof) which would appear as liabilities on a
         balance sheet of such Person, (v) all obligations of such Person under
         take-or-pay or similar arrangements or under commodities agreements,
         (vi) all Indebtedness of others secured by (or for which the holder of
         such Indebtedness has an existing right, contingent or otherwise, to
         be secured by) any Lien on, or payable out of the proceeds of
         production from, Property owned or acquired by such Person, whether or
         not the obligations secured thereby have been assumed, provided that
         for purposes hereof the amount of such Indebtedness shall be limited
         to the greater of (A) the amount of such Indebtedness as to which
         there is recourse to such Person and (B) the fair market value of the
         property which is subject to the Lien, (vii) all Support Obligations
         of such Person, (viii) the principal portion of all obligations of
         such Person under Capital Leases, (ix) all obligations of such Person
         in respect of interest rate protection agreements, foreign currency
         exchange agreements, commodity purchase or option agreements or other
         interest or exchange rate or commodity price hedging agreements
         (including, but not limited to, the Hedging Agreements), (x) the
         maximum amount of all standby letters of credit issued or bankers'
         acceptances facilities created for the account of such Person and,
         without duplication, all drafts drawn thereunder (to the extent
         unreimbursed), (xi) all preferred stock issued by such Person and
         required by the terms thereof to be redeemed, or for which mandatory
         sinking fund payments are due, by a fixed date, (xii) the outstanding
         attributed principal amount under any Securitization Transaction and
         (xiii) the principal balance outstanding under any synthetic lease,
         tax retention operating lease, off-balance sheet loan or similar
         off-balance sheet financing product to which such Person is a party,
         where such transaction is considered borrowed money indebtedness for
         tax purposes but is classified as an operating lease in accordance
         with GAAP. The Indebtedness of any Person shall include the
         Indebtedness of any partnership or joint venture in which such Person
         is a general partner or a joint venturer, but only to the extent to
         which there is recourse to such Person for payment of such
         Indebtedness.

                  "Intellectual Property" means all Copyrights, Copyright
         Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses,
         as each of those terms are defined in the Security Agreement.

                  "Interbank Offered Rate" means, for the Interest Period for
         each Eurodollar Loan comprising part of the same borrowing (including
         conversions, extensions and renewals), a per annum interest rate
         (rounded upwards, if necessary, to the nearest whole multiple of 1/100
         of 1%) equal to the rate of interest, determined by the Administrative
         Agent on the basis of the offered rates for deposits in Dollars for a
         period of time corresponding to such Interest Period (and commencing
         on the first day of such Interest Period), appearing on Telerate Page
         3750 (or, if, for any reason, Telerate Page 3750 is not available, the
         Reuters Screen LIBO Page) as of approximately 11:00 A.M. (London time)
         two (2) Business Days before the first day of such Interest Period. As
         used herein, "Telerate Page 3750" means the display designated as page
         3750 by Dow Jones Markets, Inc. (or such other page as may replace
         such page on that service for the purpose of displaying the British
         Bankers Association London interbank offered rates) and "Reuters
         Screen LIBO Page" means the display designated as page "LIBO" on the
         Reuters Monitor Money Rates Service (or such other page as may replace
         the LIBO page on that service for the purpose of displaying London
         interbank offered rates of major banks).

                  "Interest Payment Date" means (i) as to any Swingline Loan,
         the last day of each Interest Period for such Swingline Loan or such
         other dates as the Swingline Lender may agree or require, (ii) as to
         any Base Rate Loan (other than a Swingline Loan), (A) the last day of
         each March, June, September and December, (B) in the case of Base Rate
         Loans comprising Revolving Loans, the Termination Date and (C) in the
         case of Base Rate Loans comprising Tranche B Term Loan, the date of
         the final principal amortization installment on the Tranche B Term
         Loan, and (iii) as to any Eurodollar Loan, (A) the last day of each
         Interest Period for such Eurodollar Loan, (B) the date of repayment of
         principal of such Eurodollar Loan, (C) in the case of Eurodollar Loans
         comprising Revolving Loans, the Termination Date, (D) in the case of
         Eurodollar Loans comprising the Tranche B Term Loan, the date of the
         final principal amortization installment on the Tranche B Term Loan
         and (E) if the applicable Interest Period is more than three months,
         then also the date three months from the


                                      45
<PAGE>   16


         beginning of the Interest Period and each three months thereafter. If
         an Interest Payment Date falls on a date which is not a Business Day,
         such Interest Payment Date shall be deemed to be the next succeeding
         Business Day.

                  "Interest Period" means (i) as to any Eurodollar Loan, a
         period of one, two, three or six months' duration, as the Borrower may
         elect, commencing in each case on the date of the borrowing (including
         conversions, extensions and renewals) and (ii) as to any Swingline
         Loan, a period of such duration as the Borrower may request and the
         Swingline Lender may agree in accordance with the provisions of
         Section 2.7, commencing in each case on the date of borrowing;
         provided, however, (A) if any Interest Period would end on a day which
         is not a Business Day, such Interest Period shall be extended to the
         next succeeding Business Day (where the next succeeding Business Day
         falls in the next succeeding calendar month, then on the next
         preceding Business Day), (B)(i) in the case of Eurodollar Loans
         comprising Revolving Loans, no Interest Period shall extend beyond the
         Termination Date and (ii) in the case of Eurodollar Loans comprising
         the Tranche B Term Loan, no Interest Period shall extend beyond any
         principal amortization payment date unless, and to the extent that,
         the portion of the applicable Tranche B Term Loan comprised of
         Eurodollar Loans expiring prior to the applicable principal
         amortization payment date plus the portion of the applicable Tranche B
         Term Loan comprised of Base Rate Loans equals or exceeds the principal
         amortization payment then due, and (C) where an Interest Period begins
         on a day for which there is no numerically corresponding day in the
         calendar month in which the Interest Period is to end, such Interest
         Period shall end on the last day of such calendar month.

                  "Internal Revenue Code" means the Internal Revenue Code of
         1986, as amended, and any successor statute thereto, as interpreted by
         the rules and regulations issued thereunder, in each case as in effect
         from time to time. References to sections of the Internal Revenue Code
         shall be construed also to refer to any successor sections.

                  "Investment", in any Person, means any loan or advance to
         such Person, any purchase or other acquisition of any capital stock,
         warrants, rights, options, obligations or other securities of, or
         equity interest in, such Person, any capital contribution to such
         Person or any other investment in such Person, including, without
         limitation, any Support Obligation incurred for the benefit of such
         Person.

                  "Issuing Lender" means Bank of America.

                  "Issuing Lender Fees" shall have the meaning given such term
         in Section 3.5(b)(ii).

                  "Joinder Agreement" means a joinder agreement substantially
         in the form of Schedule 7.11 hereto executed and delivered by a
         Domestic Subsidiary in accordance with the provisions of Section 7.11.

                  "Joint Venture" means any corporation, partnership, limited
         liability company or other entity in which the Borrower or any
         Domestic Subsidiary owns or acquires fifty percent (50%) or less of
         the Voting Stock or economic interests, and which conducts any
         business that the Credit Parties would be permitted to conduct in
         accordance with Section 7.5.

                  "Lenders" means the Revolving Lenders and the Tranche B Term
         Lenders, and their successors and assigns.

                  "Letter of Credit" means any Existing Letter of Credit or any
         letter of credit issued by the Issuing Lender for the account of the
         Borrower in accordance with the terms of Section 2.1(b).

                  "Letter of Credit Fee" shall have the meaning given such term
         in Section 3.5(b)(i).

                  "Lien" means any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, security interest, encumbrance, lien (statutory
         or otherwise), preference, priority or charge of any kind (including
         any agreement to give any of the foregoing, any conditional sale or
         other title retention agreement, and any lease in the nature thereof).


                                      46
<PAGE>   17


                  "Loan" or "Loans" means the Revolving Loans, the Swingline
         Loans and/or the Tranche B Term Loan, and the Base Rate Loans,
         Eurodollar Loans and Quoted Rate Swingline Loans comprising such
         Loans.

                  "LOC Commitment" means, with respect to the Issuing Lender,
         the commitment of the Issuing Lender to issue, and to honor payment
         obligations under, Letters of Credit and, with respect to the
         Revolving Lenders, the commitment of each Revolving Lender to purchase
         participation interests in the Letters of Credit up to such Revolving
         Lender's LOC Committed Amount.

                  "LOC Committed Amount" shall have the meaning assigned to
         such term in Section 2.1(b).

                  "LOC Documents" means, with respect to any Letter of Credit,
         such Letter of Credit, any amendments thereto, any documents delivered
         in connection therewith, any application therefor, and any agreements,
         instruments, guarantees or other documents (whether general in
         application or applicable only to such Letter of Credit) governing or
         providing for (i) the rights and obligations of the parties concerned
         or at risk or (ii) any collateral security for such obligations.

                  "LOC Obligations" means, at any time, the sum of (i) the
         maximum amount which is, or at any time thereafter may become,
         available to be drawn under Letters of Credit then outstanding,
         assuming compliance with all requirements for drawings referred to in
         such Letters of Credit plus (ii) the aggregate amount of all drawings
         under Letters of Credit honored by the Issuing Lender but not
         theretofore reimbursed.

                  "Material Adverse Effect" means a material adverse effect on
         (i) the condition (financial or otherwise), operations, business,
         assets or liabilities of the Consolidated Group taken as a whole, (ii)
         the ability of the Credit Parties taken as a whole to perform any
         material obligation under the Credit Documents to which it is a party
         or (iii) the rights and remedies of the Lenders under the Credit
         Documents.

                  "Material Credit Party" means (i) the Borrower and (iii) any
         other Credit Party at any time whose assets at the time of
         determination constitute five percent (5%) or more of the assets of
         the Consolidated Group or whose revenues at the time of determination
         constitute five percent (5%) or more of the revenues of the
         Consolidated Group.

                  "Materials of Environmental Concern" means any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Laws,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation.

                  "Moody's" means Moody's Investors Service, Inc., or any
         successor or assignee of the business of such company in the business
         of rating securities.

                  "Multiemployer Plan" means a Plan which is a multiemployer
         plan as defined in Sections 3(37) or 4001(a)(3) of ERISA.

                  "Multiple Employer Plan" means a Plan which any Credit Party
         or any of its Subsidiaries or any ERISA Affiliate and at least one
         employer other than any Credit Party or any of its Subsidiaries or any
         ERISA Affiliate are contributing sponsors.

                  "Net Cash Proceeds" means the aggregate proceeds paid in cash
         or Cash Equivalents received by the Borrower or any Domestic
         Subsidiary in respect of any Divestiture, Equity Transaction or Debt
         Transaction, net of (a) direct costs (including, without limitation,
         legal, accounting and investment banking fees, and sales commissions)
         paid or payable as a result thereof, (b) taxes paid or payable as a
         result thereof, (c) in the case of any Divestiture, repayment of
         Indebtedness that is required to be repaid in connection with such
         Divestiture, and (d) in the case of any Divestiture, appropriate
         amounts to be provided by the Borrower or any Domestic Subsidiary, as
         the case may be, as a reserve, in accordance with GAAP, against
         liabilities associated with such Divestiture and retained by the
         Borrower or any Domestic Subsidiary, as the case may be, after such
         Divestiture, including, without limitation, pension and other
         post-employment benefit liabilities, liabilities related to
         environmental matters and liabilities under any indemnification
         obligations associated with such


                                      47
<PAGE>   18


         Divestiture, provided, that, "Net Cash Proceeds" shall include an
         amount equal to any reserves previously taken against liabilities
         associated with Divestitures immediately upon those reserves being
         determined to be in excess of such liabilities. The "Net Cash
         Proceeds" of any Divestiture, Equity Transaction or Debt Transaction
         shall include, without limitation, any cash or Cash Equivalents
         received upon the sale or other disposition of any non-cash
         consideration received by the Borrower or any Domestic Subsidiary in
         respect of such Divestiture, Equity Transaction or Debt Transaction.
         In addition, the "Net Cash Proceeds" of any Divestiture shall include
         any other amounts defined as "Net Cash Proceeds" of such transaction
         under the Senior Subordinated Note Indenture.

                  "Note Borrowing Base" means the "Borrowing Base" as such term
         is defined in the Senior Subordinated Note Indenture.

                  "Note Default" or "Note Event of Default" means a Default or
         Event of Default under the Senior Subordinated Note Indenture.

                  "Notes" means the Revolving Notes and the Tranche B Term
         Notes.

                  "Notice of Borrowing" means a written notice of borrowing in
         substantially the form of Schedule 2.2(a)(i), as required by Section
         2.1(b)(i) and Section 2.1(b)(ii).

                  "Notice of Extension/Conversion" means a written notice of
         extension or conversion in substantially the form of Schedule 3.2, as
         required by Section 3.2.

                  "Obligations" means, collectively, the Revolving Obligations
         and the Tranche B Term Loan.

                  "Operating Lease" means, as applied to any Person, any lease
         (including, without limitation, leases which may be terminated by the
         lessee at any time) of any Property which is not a Capital Lease other
         than any such lease in which that Person is the lessor.

                  "Original Credit Agreement" means that certain Credit
         Agreement dated as of August 4, 1998 among the Borrower, certain
         Subsidiaries of the Borrower, the lenders identified therein, First
         Union National Bank, as Documentation Agent, and NationsBank, N.A.
         (now known as Bank of America, N.A.), as Administrative Agent,

                  "Participation Interest" means the purchase by a Lender of a
         participation in LOC Obligations as provided in Section 2.6(b), in
         Swingline Loans as provided in Section 2.7 and in Loans as provided in
         Section 3.14.

                  "PBGC" means the Pension Benefit Guaranty Corporation
         established pursuant to Subtitle A of Title IV of ERISA and any
         successor thereof.

                  "Permitted Acquisitions" means Acquisitions permitted
         hereunder or consented to by the Required Lenders in accordance with
         the provisions hereof.

                  "Permitted Investments" means Investments which are either
         (i) cash and Cash Equivalents; (ii) accounts receivable created,
         acquired or made in the ordinary course of business and payable or
         dischargeable in accordance with customary trade terms; (iii)
         Investments consisting of stock, obligations, securities or other
         property received in settlement of accounts receivable (created in the
         ordinary course of business) from obligors; (iv) Support Obligations
         permitted by Section 8.1(m); (v) Acquisitions permitted by Section
         8.4; (vi) advances or loans to employees, directors or officers to pay
         the tax liabilities associated with participation in the Stock
         Incentive Plan and other advances or loans to employees, directors,
         officers or agents outstanding on the Closing Date in an aggregate
         amount not to exceed $7,000,000, and advances or loans to employees,
         directors or officers to pay the tax liabilities associated with
         participation in the Stock Incentive Plan and other advances or loans
         to employees, directors, officers or agents, in each case made after
         Closing Date in an aggregate outstanding amount not to exceed
         $2,000,000; (vii) advances or loans to customers or suppliers (other
         than advance payment of sums due under contracts in the ordinary
         course of business) that do not exceed $500,000


                                       48
<PAGE>   19

         in the aggregate at any one time outstanding; (viii) Investments by the
         Borrower, any Domestic Subsidiary and/or any Affiliate of the Borrower
         or any Domestic Subsidiary in connection with a Securitization
         Transaction permitted hereunder; (ix) Investments existing on the
         Closing Date made by the Borrower or any Domestic Subsidiary in or to
         its Subsidiaries; (x) Investments by the Borrower or any Domestic
         Subsidiary in and to a Domestic Credit Party; (xi) Investments in Joint
         Ventures, provided, however, that, at the time each such Investment is
         made after giving effect to such Investment, (A) Investments in any one
         Joint Venture shall not exceed (on a cost basis) an amount equal to
         thirty percent (30%) of Consolidated EBITDA on a Pro Forma Basis for
         the immediately preceding fiscal year, (B) Investments in all Joint
         Ventures shall not exceed (on a cost basis) in any fiscal year an
         aggregate amount equal to sixty percent (60%) of Consolidated EBITDA on
         a Pro Forma Basis for the immediately preceding fiscal year, and (C)
         the Consolidated Group's percentage share of the revenues of all Joint
         Ventures for the four fiscal quarter period most recently ended does
         not exceed fifteen percent (15%) of the revenues of the Consolidated
         Group determined on a consolidated basis in accordance with GAAP for
         such four fiscal quarter period; and (xii) other loans, advances and
         investments of a nature not contemplated in the foregoing subsections
         in an amount not to exceed (A) at any time prior to June 30, 2000,
         $7,000,000 in the aggregate at any time outstanding and (B) at any time
         on or after June 30, 2000, $5,000,000 in the aggregate at any time
         outstanding.

                  "Permitted Liens" means:

                           (i) Liens in favor of the Collateral Agent on behalf
                  of the Lenders;

                           (ii) Liens in favor of a Lender or an Affiliate of a
                  Lender pursuant to a Hedging Agreement, but only (A) to the
                  extent such Liens secure obligations under such agreements
                  permitted under Section 8.1, (B) to the extent such Liens are
                  on the same collateral as to which the Lenders also have a
                  Lien and (C) so long as the obligations under such Hedging
                  Agreement and the Obligations hereunder and under the other
                  Credit Documents shall share pari passu in the collateral
                  subject to such Liens

                           (iii) Liens (other than Liens created or imposed
                  under ERISA) for taxes, assessments or governmental charges
                  or levies not yet due or Liens for taxes being contested in
                  good faith by appropriate proceedings for which adequate
                  reserves determined in accordance with GAAP have been
                  established (and as to which the Property subject to any such
                  Lien is not yet subject to foreclosure, sale or loss on
                  account thereof);

                           (iv) statutory Liens of landlords and Liens of
                  carriers, warehousemen, mechanics, materialmen and suppliers
                  and other Liens imposed by law or pursuant to customary
                  reservations or retentions of title arising in the ordinary
                  course of business, provided that such Liens secure only
                  amounts not yet due and payable or, if due and payable, are
                  unfiled and no other action has been taken to enforce the
                  same or are being contested in good faith by appropriate
                  proceedings for which adequate reserves determined in
                  accordance with GAAP have been established (and as to which
                  the Property subject to any such Lien is not yet subject to
                  foreclosure, sale or loss on account thereof);

                           (v) Liens (other than Liens created or imposed under
                  ERISA) incurred or deposits made by the Borrower and its
                  Domestic Subsidiaries in the ordinary course of business in
                  connection with workers' compensation, unemployment insurance
                  and other types of social security, or to secure the
                  performance of tenders, statutory obligations, bids, leases,
                  government contracts, performance and return-of-money bonds
                  and other similar obligations (exclusive of obligations for
                  the payment of borrowed money);

                           (vi) Liens in connection with attachments or
                  judgments (including judgment or appeal bonds) provided that
                  the judgments secured shall, within 30 days after the entry
                  thereof, have been discharged or execution thereof stayed
                  pending appeal, or shall have been discharged within 30 days
                  after the expiration of any such stay;


                                       49
<PAGE>   20

                           (vii) easements, rights-of-way, restrictions
                  (including zoning restrictions), minor defects or
                  irregularities in title and other similar charges or
                  encumbrances not, in any material respect, impairing the use
                  of the encumbered Property for its intended purposes;

                           (viii) Liens securing purchase money and
                  sale/leaseback Indebtedness (including Capital Leases) to the
                  extent permitted under Sections 8.1(b) and 8.1(c) provided
                  that any such Lien attaches only to the Property financed or
                  leased and such Lien attaches thereto concurrently with or
                  within 90 days after the acquisition thereof in connection
                  with the purchase money transactions and within 30 days after
                  the closing of any sale/leaseback transaction;

                           (ix) leases or subleases granted to others not
                  interfering in any material respect with the business of the
                  Borrower or any Domestic Subsidiary;

                           (x) any interest of title of a lessor under, and
                  Liens arising from UCC financing statements (or equivalent
                  filings, registrations or agreements in foreign
                  jurisdictions) relating to, leases permitted by this Credit
                  Agreement;

                           (xi) Liens in favor of customs and revenue
                  authorities arising as a matter of law to secure payment of
                  customs duties in connection with the importation of goods;

                           (xii) Liens created or deemed to exist in connection
                  with a Securitization Transaction permitted hereunder
                  (including any related filings of any financing statements),
                  but only to the extent that any such Lien relates to the
                  applicable receivables and related property actually sold,
                  contributed or otherwise conveyed pursuant to such
                  transaction;

                           (xiii) Liens deemed to exist in connection with
                  Investments in repurchase agreements permitted under Section
                  8.5;

                           (xiv) normal and customary rights of setoff upon
                  deposits of cash in favor of banks or other depository
                  institutions;

                           (xv) Liens in respect of Indebtedness permitted
                  under Section 8.1(g), limited solely to sums payable under
                  the policy or policies to which such Indebtedness relates;

                           (xvi) Liens on the capital stock or other equity
                  interests of any Foreign Subsidiary owned by the Borrower or
                  any Domestic Subsidiary securing Indebtedness of Foreign
                  Subsidiaries;

                           (xvii) Liens existing as of the Closing Date and set
                  forth on Schedule 6.8; provided that no such Lien shall at
                  any time be extended to or cover any Property other than the
                  Property subject thereto on the Closing Date; and

                           (xviii) Liens not described in the foregoing clauses
                  securing Indebtedness otherwise permitted under Section 8.1,
                  provided that (A) the aggregate principal amount of
                  Indebtedness secured by all such Liens shall not exceed
                  $2,000,000 and (B) such Liens shall be limited to specific
                  Property and shall not be a blanket Lien.

                  "Permitted Preferred Stock" means preferred stock issued by
         the Borrower that (a) does not have a cash dividend that exceeds 6%
         per annum, (b) does not require a mandatory redemption of any kind
         prior to the Termination Date and (c) is otherwise on terms and
         conditions reasonably satisfactory to the Administrative Agent and the
         Required Lenders.

                  "Person" means any individual, partnership, joint venture,
         firm, corporation, limited liability company, association, trust or
         other enterprise (whether or not incorporated) or any Governmental
         Authority.

                  "Plan" means any employee benefit plan (as defined in Section
         3(3) of ERISA) which is covered by ERISA and with respect to which any
         Credit Party or any of its Subsidiaries or any ERISA Affiliate is (or,
         if


                                       50
<PAGE>   21

         such plan were terminated at such time, would under Section 4069 of
         ERISA be deemed to be) an "employer" within the meaning of Section 3(5)
         of ERISA.

                  "Pledge Agreement" means the Amended and Restated Pledge
         Agreement dated as of the Closing Date given by the Borrower and the
         Guarantors identified therein to the Collateral Agent to secure the
         obligations of the Credit Parties under the Credit Documents, as such
         Amended and Restated Pledge Agreement may be amended and modified from
         time to time.

                  "Prime Rate" means the rate of interest per annum publicly
         announced from time to time by Bank of America as its prime rate in
         effect at its principal office in Charlotte, North Carolina, with each
         change in the Prime Rate being effective on the date such change is
         publicly announced as effective (it being understood and agreed that
         the Prime Rate is a reference rate used by Bank of America in
         determining interest rates on certain loans and is not intended to be
         the lowest rate of interest charged on any extension of credit by Bank
         of America to any debtor).

                  "Pro Forma Basis" means, with respect to the calculation of
         the financial covenants set forth in Section 7.9, that (a) for
         purposes of calculation of Consolidated Net Income and Consolidated
         EBITDA, any Transaction occurring during the applicable period shall
         be deemed to have occurred as of the first day of such period,
         provided that (i) if financial information necessary for calculating
         Consolidated Net Income and Consolidated EBITDA of the Person or
         Property acquired in any Transaction is not available for any fiscal
         quarter ended prior to the date of such Transaction, Consolidated Net
         Income and Consolidated EBITDA for such fiscal quarter shall be deemed
         to be the result obtained by dividing (A) the Consolidated Net Income
         and Consolidated EBITDA of such Person or Property for the period of
         four consecutive fiscal quarters most recently ended prior to the date
         of such Transaction for which annual financial statements are
         available, by (B) four, and (ii) any adjustments to pro forma
         consolidated income statement items attributable to any Transaction
         shall be performed in accordance with Rule 11.02 of Regulation S-X
         promulgated by the SEC or otherwise consented to by the Administrative
         Agent and the Required Lenders, (b) for purposes of calculation of the
         Consolidated Total Leverage Ratio in connection with the issuance of
         additional Subordinated Debt (including additional Senior Subordinated
         Notes) pursuant to Section 8.1, such additional Subordinated Debt
         shall be deemed to have been outstanding on the last day of the
         applicable period and (c) for purposes of calculation of the
         Consolidated Total Leverage Ratio pursuant to Section 3.3(b)(iii) in
         connection with any Debt Transaction, the Funded Debt incurred in such
         Debt Transaction shall be deemed to have been outstanding on the last
         day of the applicable period

                  "Property" means any interest in any kind of property or
         asset, whether real, personal or mixed, or tangible or intangible.

                  "Quoted Rate" means, with respect to a Quoted Rate Swingline
         Loan, the fixed or floating percentage rate per annum, if any, offered
         by the Swingline Lender and accepted by the Borrower in accordance
         with the provisions hereof.

                  "Quoted Rate Swingline Loan" means a Swingline Loan bearing
         interest at the Quoted Rate.

                  "Rate Determination Date" shall have the meaning assigned to
         such term in the definition of "Applicable Percentage".

                  "Register" shall have the meaning given such term in Section
         11.3(c).

                  "Registration Statement" means the Registration Statement of
         the Borrower on Form S-1, initially filed with the SEC on May 22,
         1998, as amended and supplemented through Post-Effective Amendment No.
         1 thereto, filed with the SEC on July 29, 1998 and declared effective
         by the SEC on July 29, 1998.

                  "Regulation D, O, T, U or X" means Regulation D, O, T, U or
         X, respectively, of the Board of Governors of the Federal Reserve
         System as from time to time in effect and any successor to all or a
         portion thereof.


                                       51
<PAGE>   22

                  "Release" means any spilling, leaking, pumping, pouring,
         emitting, emptying, discharging, injecting, escaping, leaching,
         dumping or disposing into the environment (including the abandonment
         or discarding of barrels, containers and other closed receptacles
         containing any Materials of Environmental Concern).

                  "Reportable Event" means any of the events set forth in
         Section 4043(c) of ERISA, other than those events as to which the
         notice requirement has been waived by regulation.

                  "Required Lenders" means, at any time, Lenders having more
         than fifty percent (50%) of the Commitments or, if the Commitments
         have been terminated, Lenders having more than fifty percent (50%) of
         the aggregate principal amount of the Obligations outstanding (taking
         into account in each case Participation Interests or obligation to
         participate therein); provided that the Commitments of, and
         outstanding principal amount of Obligations (taking into account
         Participation Interests therein) owing to, a Defaulting Lender shall
         be excluded for purposes hereof in making a determination of Required
         Lenders.

                  "Requirement of Law" means any law, treaty, rule or
         regulation or determination of an arbitrator or a court or other
         Governmental Authority, in each case applicable to or binding upon
         such Person or any of its material property is subject.

                  "Responsible Officer" means the Chief Executive Officer, the
         Chief Financial Officer, the Controller, the Chief Operating Officer,
         the Chief Accounting Officer and the Treasurer of the Borrower.

                  "Restricted Payment" by any Person means (i) any dividend or
         other distribution, direct or indirect, on account of any shares of
         any class of stock of such Person now or hereafter outstanding, except
         (A) a dividend payable solely in shares of that class to the holders
         of that class, (B) dividends and other distributions payable to a
         Credit Party, and (C) dividends paid or payable to the shareholders of
         certain of the Founding Companies in respect of tax liabilities
         incurred under Subchapter S of the Internal Revenue Code on or before
         the Closing Date (whether such dividends are paid on, before or after
         the Closing Date), (ii) any redemption, retirement, sinking fund or
         similar payment, purchase or other acquisition for value, direct or
         indirect, of any shares of any class of stock of such Person now or
         hereafter outstanding, and (iii) any payment made to retire, or to
         obtain the surrender of, any outstanding warrants, options or other
         rights to acquire shares of any class of stock of such Person now or
         hereafter outstanding.

                  "Revolving Commitment" means, with respect to each Revolving
         Lender, the commitment of such Revolving Lender to make Revolving
         Loans in an aggregate principal amount at any time outstanding of up
         to such Revolving Lender's Revolving Commitment Percentage of the
         Aggregate Revolving Committed Amount.

                  "Revolving Commitment Percentage" means, with respect to each
         Revolving Lender, a fraction (expressed as a percentage) the numerator
         of which is the Revolving Commitment of such Revolving Lender at such
         time and the denominator of which is the Aggregate Revolving Committed
         Amount at such time. The initial Revolving Commitment Percentages are
         set out on Schedule 2.1.

                  "Revolving Committed Amount" means, with respect to each
         Revolving Lender, the amount of each Revolving Lender's Revolving
         Commitment, as specified in Schedule 2.1, as such amount may be
         reduced from time to time in accordance with the provisions hereof.

                  "Revolving Lender" means each Lender holding Revolving
         Commitments, as identified on Schedule 2.1, and its successors and
         assigns.

                  "Revolving Loans" shall have the meaning assigned to such term
         in Section 2.1(a).

                  "Revolving Note" or "Revolving Notes" means the promissory
         notes of the Borrower in favor of each of the Revolving Lenders
         evidencing the Revolving Loans and the Swingline Loans in
         substantially the form attached as Schedule 2.5-1, individually or
         collectively, as appropriate, as such promissory notes may be amended,
         modified, supplemented, extended, renewed or replaced from time to
         time.


                                       52
<PAGE>   23

                  "Revolving Obligations" means, collectively, the Revolving
         Loans, the LOC Obligations and the Swingline Loans.

                  "SEC" means the Securities and Exchange Commission and any
         successor Governmental Authority.

                  "S&P" means Standard & Poor's Ratings Group, a division of
         McGraw Hill, Inc., or any successor or assignee of the business of
         such division in the business of rating securities.

                  "Securitization Transaction" means any financing transaction
         or series of financing transactions that have been or may be entered
         into by a member of the Consolidated Group pursuant to which such
         member of the Consolidated Group may sell, convey or otherwise
         transfer to (i) a Subsidiary or affiliate (a "Securitization
         Subsidiary"), or (ii) any other Person, or may grant a security
         interest in, any receivables or interests therein secured by
         merchandise or services financed thereby (whether such receivables are
         then existing or arising in the future) of such member of the
         Consolidated Group, and any assets related thereto, including without
         limitation, all security interests in merchandise or services financed
         thereby, the proceeds of such receivables, and other assets which are
         customarily sold or in respect of which security interests are
         customarily granted in connection with securitization transactions
         involving such assets.

                  "Security Agreement" means the Amended and Restated Security
         Agreement dated as of the Closing Date given by the Credit Parties to
         the Collateral Agent to secure the obligations of the Credit Parties
         under the Credit Documents, as such Amended and Restated Security
         Agreement may be amended and modified from time to time.

                  "Senior Funded Debt" means any Consolidated Funded Debt which
         is not Subordinated Debt including, without limitation, the
         Obligations, the principal amount of all purchase money Indebtedness
         (including Capital Lease Obligations) and the principal amount of all
         seller financing obligations.

                  "Senior Subordinated Note Indenture" means the Indenture
         dated as of April 7, 1999 among the Borrower, the guarantors
         identified therein and First Union National Bank, as Trustee.

                  "Senior Subordinated Notes" means those 11 1/2% Senior
         Subordinated Notes of the Borrower due 2009 issued by the Borrower
         pursuant to the Senior Subordinated Note Indenture.

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

                  "Stock Incentive Plan" means the Borrower's 1998 Stock
         Incentive Plan described in the Registration Statement.

                  "Subordinated Debt" means (i) the Indebtedness evidenced by
         the Senior Subordinated Notes, and (ii) any other Indebtedness of the
         Borrower or any Domestic Subsidiary which by its terms is expressly
         subordinated in right of payment to the prior payment of the
         obligations under the Credit Agreement and the other Credit Documents
         on terms and conditions satisfactory to the Required Lenders.

                  "Subsidiary" means, as to any Person, (a) any corporation
         more than 50% of whose stock of any class or classes having by the
         terms thereof ordinary voting power to elect a majority of the
         directors of such corporation (irrespective of whether or not at the
         time, any class or classes of such corporation shall have or might
         have voting power by reason of the happening of any contingency) is at
         the time owned by such Person directly or indirectly through
         Subsidiaries, and (b) any partnership, association, joint venture or
         other entity in which such Person directly or indirectly through
         Subsidiaries has more than 50% of the voting interests at any time.
         Unless otherwise identified, "Subsidiary" shall mean a Subsidiary of
         the Borrower.

                  "Support Obligations" means, with respect to any Person,
         without duplication, any obligations of such Person (other than
         endorsements in the ordinary course of business of negotiable
         instruments for deposit or collection) guaranteeing or intended to
         guarantee any Indebtedness of any other Person in any manner, whether


                                       53
<PAGE>   24

         direct or indirect, and including without limitation any obligation,
         whether or not contingent, (i) to purchase any such Indebtedness or
         any Property constituting security therefor, (ii) to advance or
         provide funds or other support for the payment or purchase of any such
         Indebtedness or to maintain working capital, solvency or other balance
         sheet condition of such other Person (including without limitation
         keep well agreements, maintenance agreements, comfort letters or
         similar agreements or arrangements) for the benefit of any holder of
         Indebtedness of such other Person, (iii) to lease or purchase
         Property, securities or services primarily for the purpose of assuring
         the holder of such Indebtedness, or (iv) to otherwise assure or hold
         harmless the holder of such Indebtedness against loss in respect
         thereof, but specifically excluding guaranties or other assurances
         with respect to any Credit Party's performance obligations under bids
         or contracts made or entered into in the ordinary course of business
         (including, without limitation, guaranties in favor of sureties under
         performance bonds or the like and guaranties issued by Credit Parties
         in substitution for or in support of such guaranties issued prior to
         the Closing Date by the Founding Companies or their respective
         stockholders and principals). The amount of any Support Obligation
         hereunder shall (subject to any limitations set forth therein) be
         deemed to be an amount equal to the outstanding principal amount (or
         maximum principal amount, if larger) of the Indebtedness in respect of
         which such Support Obligation is made.

                  "Swingline Commitment" means, with respect to the Swingline
         Lender, the commitment of the Swingline Lender to make Swingline Loans
         in an aggregate principal amount at any time outstanding up to the
         Swingline Committed Amount and, with respect to the Revolving Lenders,
         the commitment of each Revolving Lender to purchase participation
         interests in the Swingline Loans up to such Revolving Lender's
         Revolving Commitment Percentage.

                  "Swingline Committed Amount" shall have the meaning assigned
         to such term in Section 2.1(c).

                  "Swingline Lender" means Bank of America.

                  "Swingline Loan" means a swingline revolving loan made by the
         Swingline Lender pursuant to the provisions of Section 2.1(c).

                  "Termination Date" means November 5, 2004.

                  "Tranche B Term Lender" means each Lender holding Tranche B
         Term Loan Commitments, as identified on Schedule 2.1, and its
         successors and assigns.

                  "Tranche B Term Loan" shall have the meaning assigned to such
         term in Section 2.1(d).

                  "Tranche B Term Loan Commitment" means, with respect to each
         Tranche B Term Lender, the commitment of such Tranche B Term Lender to
         make a Tranche B Term Loan advance equal to such Tranche B Term
         Lender's Tranche B Term Loan Committed Amount (and for purposes of
         making determinations of Required Lenders after the Closing Date and
         for purposes of making calculations referred to in Section 11.6(b),
         the principal amount of the Tranche B Term Loan of such Tranche B Term
         Lender).

                  "Tranche B Term Loan Commitment Percentage" means, for each
         Tranche B Term Lender, a fraction (expressed as a percentage) the
         numerator of which is the amount of the Tranche B Term Loan Committed
         Amount of such Tranche B Term Lender and the denominator of which is
         the aggregate Tranche B Term Loan Committed Amount of all the Tranche
         B Term Lenders. The initial Tranche B Term Loan Commitment Percentages
         are set out on Schedule 2.1.

                  "Tranche B Term Loan Committed Amount" means, with respect to
         each Tranche B Term Lender, the amount of each Tranche B Term Lender's
         Tranche B Term Loan Commitment as specified on Schedule 2.1, as such
         amount may be reduced from time to time in accordance with the
         provisions hereof.

                  "Tranche B Term Note" or "Tranche B Term Notes" means the
         promissory notes of the Borrower in favor of each of the Tranche B
         Term Lenders evidencing the Tranche B Term Loan in substantially the
         form attached as Schedule 2.5-2, individually or collectively, as
         appropriate, as such promissory notes may be amended, modified,
         supplemented, extended or renewed from time to time.


                                       54
<PAGE>   25

                  "Transaction" means (a) any acquisition of any Person or
         Property by any member of the Consolidated Group and (b) any sale,
         lease, transfer or other disposition of any Person or Property by any
         member of the Consolidated Group.

                  "Voting Stock" means, with respect to any Person, capital
         stock issued by such Person the holders of which are ordinarily, in
         the absence of contingencies, entitled to vote for the election of
         directors (or persons performing similar functions) of such Person,
         even though the right so to vote has been suspended by the happening
         of such a contingency.

      1.2   COMPUTATION OF TIME PERIODS.

         For purposes of computation of periods of time hereunder, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding."

      1.3   ACCOUNTING TERMS; CERTAIN CALCULATIONS

         (a) Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to
the Lenders hereunder shall be prepared, in accordance with GAAP applied on a
consistent basis. All calculations made for the purposes of determining
compliance with this Credit Agreement shall (except as otherwise expressly
provided herein) be made by application of GAAP applied on a basis consistent
with the most recent annual or quarterly financial statements delivered
pursuant to Section 7.1; provided, however, if (a) the Borrower shall object to
determining such compliance on such basis at the time of delivery of such
financial statements due to any change in GAAP or the rules promulgated with
respect thereto or (b) the Administrative Agent or the Required Lenders shall
so object in writing within 30 days after delivery of such financial
statements, then such calculations shall be made on a basis consistent with the
most recent financial statements delivered by the Borrower to the Lenders as to
which no such objection shall have been made.

         (b) Notwithstanding anything to the contrary contained in subsection
(a) above, the parties hereto agree that the calculation of the financial
covenants set forth in Section 7.9 (including, without limitation, calculation
of the Consolidated Total Leverage Ratio for the purpose of the definition of
"Applicable Percentage" set forth in Section 1.1 and calculation of all such
financial covenants for the purposes of Sections 8.1, 8.3 and 8.4) shall be
performed on a Pro Forma Basis.

SECTION 2
CREDIT FACILITIES

      2.1   COMMITMENTS.

         (a) Revolving Commitment. During the Commitment Period, subject to the
terms and conditions hereof, each Revolving Lender severally agrees to make
revolving credit loans (the "Revolving Loans") to the Borrower in Dollars from
time to time in the amount of such Revolving Lender's Revolving Commitment
Percentage of such Revolving Loans for the purposes hereinafter set forth;
provided that (i) with regard to the Revolving Lenders collectively, the
aggregate principal amount of Revolving Obligations outstanding at any time
shall not exceed ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) (as such
amount may be reduced from time to time in accordance with the provisions
hereof, the "Aggregate Revolving Committed Amount"), (ii) with regard to each
Revolving Lender individually, such Revolving Lender's Revolving Commitment
Percentage of Revolving Obligations outstanding at any time shall not exceed
such Revolving Lender's Revolving Committed Amount, and (iii) with regard to
the Lenders collectively, the aggregate principal amount of Obligations
outstanding at any time shall not exceed the Borrowing Base. Revolving Loans
may consist of Base Rate Loans or Eurodollar Loans, or a combination thereof,
as the Borrower may request. Amounts repaid on the Revolving Loans may be
reborrowed in accordance with the provisions hereof.

         (b) Letter of Credit Commitment. During the Commitment Period, subject
to the terms and conditions hereof and of the LOC Documents, if any, and such
other terms and conditions which the Issuing Lender may reasonably require, the
Issuing Lender shall issue, and the Revolving Lenders shall participate in,
such Letters of Credit in Dollars as the Borrower may request for its own
account or for the account of another Credit Party as


                                       55
<PAGE>   26

provided herein, in a form acceptable to the Issuing Lender, for the purposes
hereinafter set forth; provided that (i) the aggregate amount of LOC Obligations
at any time shall not exceed TWENTY MILLION DOLLARS ($20,000,000) (as such
amount may be reduced from time to time in accordance with the provisions
hereof, the "LOC Committed Amount"), (ii) with regard to the Revolving Lenders
collectively, the aggregate principal amount of Revolving Obligations
outstanding at any time shall not exceed the Aggregate Revolving Committed
Amount, (iii) with regard to each Revolving Lender individually, such Revolving
Lender's Revolving Commitment Percentage of Revolving Obligations outstanding at
any time shall not exceed such Revolving Lender's Revolving Committed Amount,
and (iv) with regard to the Lenders collectively, the aggregate principal amount
of Obligations outstanding at any time shall not exceed the Borrowing Base.
Letters of Credit issued hereunder shall not have an original expiry date more
than one year from the date of issuance or extension. If any Letter of Credit
issued hereunder shall have an expiry date, whether as originally issued or by
extension, extending beyond the Termination Date, the Borrower shall, on the
Termination Date, either (i) cause such Letter of Credit to be surrendered to
the Issuing Lender, (ii) provide to the Issuing Lender a back-to-back letter of
credit in respect thereof reasonably satisfactory to the Issuing Lender or (iii)
provide cash collateral to the Issuing Lender in an amount equal to the maximum
amount available to be drawn under such Letter of Credit. Each Letter of Credit
shall comply with the related LOC Documents. The issuance date of each Letter of
Credit shall be a Business Day.

         (c) Swingline Commitment. During the Commitment Period, subject to the
terms and conditions hereof, the Swingline Lender agrees to make certain
revolving credit loans (the "Swingline Loans") to the Borrower in Dollars from
time to time for the purposes hereinafter set forth; provided that (i) the
aggregate principal amount of Swingline Loans outstanding at any time shall not
exceed TEN MILLION DOLLARS ($10,000,000) (as such amount may be reduced from
time to time in accordance with the provisions hereof, the "Swingline Committed
Amount"), (ii) with regard to the Revolving Lenders collectively, the aggregate
principal amount of Revolving Obligations outstanding at any time shall not
exceed the Aggregate Revolving Committed Amount, and (iii) with regard to the
Lenders collectively, the aggregate principal amount of Obligations outstanding
at any time shall not exceed the Borrowing Base. Swingline Loans may consist of
Base Rate Loans or Quoted Rate Swingline Loans, or a combination thereof, as
the Borrower may request. Amounts repaid on the Swingline Loans may be
reborrowed in accordance with the provisions hereof.

         (d) Tranche B Term Loan Commitment. On the Closing Date, subject to
the terms and conditions hereof, each Tranche B Term Lender severally agrees to
make its Tranche B Term Loan Commitment Percentage of a term loan (the "Tranche
B Term Loan") to the Borrower in Dollars in the aggregate principal amount of
ONE HUNDRED MILLION DOLLARS ($100,000,000) in a single advance for the purposes
hereinafter set forth. Tranche B Term Loan may consist of Base Rate Loans or
Eurodollar Loans, or a combination thereof, as the Borrower may request.
Amounts repaid on the Tranche B Term Loan may not be reborrowed.

      2.2   METHOD OF BORROWING.

         (a) Notice of Request for Extensions of Credit. The Borrower shall
request an Extension of Credit hereunder by written notice (or telephonic
notice or email notice, in each case promptly confirmed in writing) as follows:

                  (i) Revolving Loans. In the case of Revolving Loans, by the
         Borrower to the Administrative Agent not later than 11:00 A.M.
         (Charlotte, North Carolina time) on the date of the requested
         borrowing in the case of Base Rate Loans and on the third Business Day
         prior to the date of the requested borrowing in the case of Eurodollar
         Loans. Each such request for borrowing shall be irrevocable and shall
         specify (A) that a Revolving Loan is requested, (B) the date of the
         requested borrowing (which shall be a Business Day), (C) the aggregate
         principal amount to be borrowed, and (D) whether the borrowing shall
         be comprised of Base Rate Loans, Eurodollar Loans or a combination
         thereof, and if Eurodollar Loans are requested, the Interest Period(s)
         therefor. A form of Notice of Borrowing is attached as Schedule
         2.2(a)(i). The Administrative Agent shall give notice to each
         Revolving Lender promptly upon receipt of each Notice of Borrowing
         pursuant to this Section 2.2(a)(i), the contents thereof and each
         Revolving Lender's share of any borrowing to be made pursuant thereto.

                  (ii) Letters of Credit. In the case of Letters of Credit, by
         the Borrower to the Issuing Lender with a copy to the Administrative
         Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on
         the


                                       56
<PAGE>   27

         third Business Day prior to the date of the requested issuance or
         extension (or such shorter period as may be agreed by the Issuing
         Lender). Each such request for issuance or extension of a Letter of
         Credit shall be irrevocable and shall specify, among other things, (A)
         that a Letter of Credit is requested, (B) the date of the requested
         issuance or extension, (C) the type, amount, expiry date and terms on
         which the Letter of Credit is to be issued or extended, and (D) the
         beneficiary. A form of Notice of Request for Letter of Credit is
         attached as Schedule 2.2(a)(ii).

                  (iii) Swingline Loans. In the case of Swingline Loans, by the
         Borrower to the Swingline Lender with a copy to the Administrative
         Agent not later than 11:00 A.M. (Charlotte, North Carolina time) on
         the Business Day of the requested borrowing. Each such request for
         borrowing shall be irrevocable and shall specify (A) that a Swingline
         Loan is requested, (B) the date of the requested borrowing (which
         shall be a Business Day), (C) the aggregate principal amount to be
         borrowed, and (D) the interest rate option and maturity requested
         therefor. A form of Notice of Borrowing is attached as Schedule
         2.2(a)(i). Notwithstanding the foregoing, however, in the event that
         an "auto borrow" or "zero balance" or similar arrangement shall then
         be in place with the Swingline Lender, the Borrower shall request
         Swingline Loans pursuant to such alternative notice arrangements, if
         any, provided thereunder or in connection therewith. Each Swingline
         Loan shall have a maturity date as the Borrower may request and the
         Swingline Lender may agree.

         (b) Minimum Amounts. Each Eurodollar Loan shall be in a minimum
principal amount of $1,000,000 and in integral multiples of $250,000 in excess
thereof. Each Base Rate Loan (other than any Base Rate Loan comprising a
Swingline Loan) shall be in a minimum principal amount of $1,000,000 (or, if
less, the remaining Aggregate Revolving Committed Amount) and in integral
multiples of $250,000 in excess thereof. Each Swingline Loan shall be in a
minimum principal amount of $1,000,000 (or, if less, the remaining Swingline
Committed Amount) and in integral multiples of $100,000 in excess thereof,
provided that in the event that an "auto borrow" or "zero balance" or similar
arrangement shall then be in place with the Swingline Lender, each Swingline
Loan advance shall be in such minimum amounts, if any, provided by such
agreement.

         (c) Information Not Provided. If in connection with any such request
for a Loan, the Borrower shall fail to specify (i) an applicable Interest
Period in the case of a Eurodollar Loan, the Borrower shall be deemed to have
requested an Interest Period of one month or (ii) the type of Loan requested,
the Borrower shall be deemed to have requested a Base Rate Loan.

         (d) Maximum Number of Eurodollar Loans. In connection with any request
for a Loan, Revolving Loans may be comprised of no more than five (5)
Eurodollar Loans outstanding at any time and the Tranche B Term Loan may be
comprised of no more than five (5) Eurodollar Loans outstanding at any time.
For purposes hereof, Eurodollar Loans with separate or different Interest
Periods will be considered as separate Eurodollar Loans even if their Interest
Periods expire on the same date.

         (e) Increase in Tranche B Term Loan. Subject to the terms and
conditions set forth herein, the Borrower may at any time upon notice to the
Administrative Agent obtain from one or more commercial banks or financial
institutions reasonably acceptable to the Administrative Agent additional
Tranche B Term Loans in an aggregate principal amount not to exceed FIFTY
MILLION DOLLARS ($50,000,000); provided that

                  (i) any additional Tranche B Term Loans shall be in a minimum
         aggregate principal amount of $5,000,000 and in integral multiples of
         $1,000,000 in excess thereof;

                  (ii) the conditions to the making of Extensions of Credit set
         forth in Section 5.2 shall be satisfied on the date any additional
         Tranche B Term Loan is made to the Borrower;

                  (iii) the additional Tranche B Term Loan shall constitute
         Senior Debt as defined in the Senior Subordinated Note Indenture;

                  (iv) no Lender shall be required to make any additional
         Tranche B Term Loan without such Lender's consent;


                                       57
<PAGE>   28

                  (v) all of the terms of any additional Tranche B Term Loan
         shall be identical to those of the existing Tranche B Term Loans (and
         the principal amount of any additional Tranche B Term Loan shall be
         payable in quarterly installments in an amount equal to the sum of (A)
         the percentage obtained by dividing the quarterly installment payment
         of the existing Tranche B Term Loan then due and payable by the
         outstanding principal amount of the existing Tranche B Term Loan
         immediately prior to such payment, multiplied by (B) the outstanding
         principal amount of such additional Tranche B Term Loan); and

                  (vi) each commercial bank and financial institution that
         makes an additional Tranche B Term Loan to the Borrower shall become a
         party to this Credit Agreement and a "Tranche B Term Lender" for all
         purposes of this Credit Agreement pursuant to a written agreement
         reasonably acceptable to the Administrative Agent. In connection with
         the making of any such additional Tranche B Term Loans, Schedule 2.1
         shall be revised to reflect the modified Tranche B Term Loan
         Commitment Percentages, and the Borrower shall provide such corporate
         resolutions, legal opinions, promissory notes and other items as may
         be reasonably requested by the Administrative Agent in form, scope and
         substance reasonably acceptable to the Administrative Agent.

         (f) Increase in Revolving Commitments. Subject to the terms and
conditions set forth herein, the Borrower may at any time upon notice to the
Administrative Agent obtain from one or more commercial banks or financial
institutions reasonably acceptable to the Administrative Agent additional
Revolving Commitments in an aggregate principal amount not to exceed
TWENTY-FIVE MILLION DOLLARS ($25,000,000); provided that

                  (i) any additional Revolving Commitments shall be in a
         minimum aggregate principal amount of $5,000,000 and in integral
         multiples of $1,000,000 in excess thereof;

                  (ii) if any Revolving Loans are outstanding on the date any
         additional Revolving Commitment is made, the Borrower shall make such
         payments and adjustments on the Revolving Loans (including payment of
         any break-funding amounts owing under Section 3.11) as necessary to
         give effect to the revised Revolving Commitment Percentages;

                  (iii) the conditions to the making of Extensions of Credit
         set forth in Section 5.2 shall be satisfied on the date any additional
         Revolving Commitment is made;

                  (iv) no Lender shall be required to make any additional
         Revolving Commitments without such Lender's consent; and

                  (v) each commercial bank and financial institution that makes
         an additional Revolving Commitment shall become a party to this Credit
         Agreement and a "Revolving Lender" for all purposes of this Credit
         Agreement pursuant to a written agreement reasonably acceptable to the
         Administrative Agent. In connection with the making of any such
         additional Revolving Commitment, Schedule 2.1 shall be revised to
         reflect the modified Revolving Commitment Percentages, and the
         Borrower shall provide such corporate resolutions, legal opinions,
         promissory notes and other items as may be reasonably requested by the
         Administrative Agent in form, scope and substance reasonably
         acceptable to the Administrative Agent.

      2.3   INTEREST.

         Subject to Section 3.1, the Loans hereunder shall bear interest at a
per annum rate, payable in arrears on each applicable Interest Payment Date (or
at such other times as may be specified herein), as follows:

         (a)      Revolving Loans.

                  (i) Base Rate Loans. During such periods as the Revolving
         Loans shall be comprised of Base Rate Loans, the sum of the Base Rate
         plus the Applicable Percentage; and

                  (ii) Eurodollar Loans. During such periods as the Revolving
         Loans shall be comprised of Eurodollar Loans, the sum of the
         Eurodollar Rate plus the Applicable Percentage.


                                       58
<PAGE>   29

         (b)      Swingline Loans.

                  (i) Base Rate Loans. During such periods as the Swingline
         Loans shall be comprised of Base Rate Loans, the sum of the Base Rate
         plus the Applicable Percentage; and

                  (ii) Quoted Rate Swingline Loans. During such periods as the
         Swingline Loans shall be comprised of Quoted Rate Swingline Loans, the
         Quoted Rate.

         (c)      Tranche B Term Loan.

                  (i) Base Rate Loans. During such periods as the Tranche B Term
         Loan shall be comprised of Base Rate Loans, the sum of the Base Rate
         plus 1.75%; and

                  (ii) Eurodollar Loans. During such periods as the Tranche B
         Term Loan shall be comprised of Eurodollar Loans, the sum of the
         Eurodollar Rate plus 3.50%.

      2.4   REPAYMENT.

         (a) Revolving Loans. The principal amount of all Revolving Loans shall
be due and payable in full on the Termination Date.

         (b) Swingline Loans. The principal amount of all Swingline Loans shall
be due and payable in full on the Termination Date.

         (c) Tranche B Term Loan. The principal amount of the Tranche B Term
Loan shall be due and payable in twenty-six (26) consecutive quarterly
installments, as follows:

<TABLE>
<CAPTION>
                                         Principal                                                 Principal
                                       Amortization                                              Amortization
             Date                         Payment                   Date                            Payment
             ----                                                   ----

<S>                                    <C>                   <C>                                 <C>
June 30, 2000                            $250,000            September 30, 2003                    $250,000
September 30, 2000                       $250,000            December 31, 2003                     $250,000
December 31, 2000                        $250,000            March 31, 2004                        $250,000
March 31, 2001                           $250,000            June 30, 2004                         $250,000
June 30, 2001                            $250,000            September 30, 2004                    $250,000
September 30, 2001                       $250,000            December 31, 2004                    $11,937,500
December 31, 2001                        $250,000            March 31, 2005                       $11,937,500
March 31, 2002                           $250,000            June 30, 2005                        $11,937,500
June 30, 2002                            $250,000            September 30, 2005                   $11,937,500
September 30, 2002                       $250,000            December 31, 2005                    $11,937,500
December 31, 2002                        $250,000            March 31, 2006                       $11,937,500
March 31, 2003                           $250,000            June 30, 2006                        $11,937,500
June 30, 2003                            $250,000            September 30, 2006                   $11,937,500

                                                             Total                               $100,000,000
</TABLE>

      2.5   NOTES.

         Revolving Loans and Swingline Loans shall be evidenced by the
Revolving Notes. The Tranche B Term Loan shall be evidenced by the Tranche B
Term Notes.

      2.6   ADDITIONAL PROVISIONS RELATING TO LETTERS OF CREDIT.


                                       59
<PAGE>   30

         (a) Reports. The Issuing Lender will provide to the Administrative
Agent at least monthly, and more frequently upon request, a detailed summary
report on each Letter of Credit and the activity thereon, in form and substance
acceptable to the Administrative Agent. In addition, the Issuing Lender will
provide to the Administrative Agent for dissemination to the Revolving Lenders
at least quarterly, and more frequently upon request, a detailed summary report
on each Letter of Credit and the activity thereon, including, among other
things, the Credit Party for whose account the Letter of Credit is issued, the
beneficiary, the face amount, and the expiry date. The Issuing Lender will
provide copies of each Letter of Credit to the Administrative Agent and the
Revolving Lenders promptly upon request.

         (b) Participation. Each Revolving Lender, with respect to the Existing
Letters of Credit, hereby purchases a participation interest in the Existing
Letters of Credit, and with respect to Letters of Credit issued on or after the
Closing Date, upon issuance of a Letter of Credit, shall be deemed to have
purchased without recourse a risk participation from the Issuing Lender in such
Letter of Credit and the obligations arising thereunder, in each case in an
amount equal to its pro rata share of the obligations under such Letter of
Credit (based on its respective Revolving Commitment Percentage) and shall
absolutely, unconditionally and irrevocably assume, as primary obligor and not
as surety, and be obligated to pay to the Issuing Lender therefor and discharge
when due, its pro rata share of the obligations arising under such Letter of
Credit. Without limiting the scope and nature of each Revolving Lender's
participation in any Letter of Credit, to the extent that the Issuing Lender
has not been reimbursed as required hereunder or under any such Letter of
Credit, each Revolving Lender shall pay to the Issuing Lender its pro rata
share of such unreimbursed drawing in same day funds on the day of notification
by the Issuing Lender of an unreimbursed drawing pursuant to the provisions of
subsection (c) hereof. The obligation of each Revolving Lender to so reimburse
the Issuing Lender shall be absolute and unconditional and shall not be
affected by the occurrence of a Default, an Event of Default or any other
occurrence or event. Any such reimbursement shall not relieve or otherwise
impair the obligation of the Borrower to reimburse the Issuing Lender under any
Letter of Credit, together with interest as hereinafter provided.

         (c) Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Borrower. Unless the
Borrower shall immediately notify the Issuing Lender that it intends to
otherwise reimburse the Issuing Lender for such drawing, the Borrower shall be
deemed to have requested that the Revolving Lenders make a Revolving Loan in
the amount of the drawing as provided in subsection (d) below on the related
Letter of Credit, the proceeds of which will be used to satisfy the related
reimbursement obligations. The Borrower promises to reimburse the Issuing
Lender on the day of drawing under any Letter of Credit (either with the
proceeds of a Revolving Loan obtained hereunder or otherwise) in same day
funds. If the Borrower shall fail to reimburse the Issuing Lender as provided
hereinabove, the unreimbursed amount of such drawing shall bear interest at a
per annum rate equal to the Base Rate plus the sum of (i) the Applicable
Percentage and (ii) two percent (2%). The Borrower's reimbursement obligations
hereunder shall be absolute and unconditional under all circumstances
irrespective of any rights of setoff, counterclaim or defense to payment the
Borrower may claim or have against the Issuing Lender, the Administrative
Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any
other Person, including without limitation any defense based on any failure of
the Borrower or any other Credit Party to receive consideration or the
legality, validity, regularity or unenforceability of the Letter of Credit. The
Issuing Lender will promptly notify the Revolving Lenders of the amount of any
unreimbursed drawing and each Revolving Lender shall promptly pay to the
Administrative Agent for the account of the Issuing Lender in Dollars and in
immediately available funds, the amount of such Revolving Lender's Revolving
Commitment Percentage of such unreimbursed drawing. Such payment shall be made
on the day such notice is received by such Revolving Lender from the Issuing
Lender if such notice is received at or before 2:00 P.M. (Charlotte, North
Carolina time) otherwise such payment shall be made at or before 12:00 Noon
(Charlotte, North Carolina time) on the Business Day next succeeding the day
such notice is received. If such Revolving Lender does not pay such amount to
the Issuing Lender in full upon such request, such Revolving Lender shall, on
demand, pay to the Administrative Agent for the account of the Issuing Lender
interest on the unpaid amount during the period from the date of such drawing
until such Revolving Lender pays such amount to the Issuing Lender in full at a
rate per annum equal to, if paid within two (2) Business Days of the date that
such Revolving Lender is required to make payments of such amount pursuant to
the preceding sentence, the Federal Funds Rate and thereafter at a rate equal
to the Base Rate. Each Revolving Lender's obligation to make such payment to
the Issuing Lender, and the right of the Issuing Lender to receive the same,
shall be absolute and unconditional, shall not be affected by any circumstance
whatsoever and without regard to the termination of this Credit Agreement or
the Commitments hereunder, the existence of a Default or Event of Default or
the acceleration of the obligations of the Borrower hereunder and shall be made
without any offset, abatement, withholding or reduction whatsoever.
Simultaneously with the making of each such payment by a Revolving Lender to
the Issuing Lender, such Revolving Lender shall, automatically and


                                       60
<PAGE>   31

without any further action on the part of the Issuing Lender or such Revolving
Lender, acquire a participation in an amount equal to such payment (excluding
the portion of such payment constituting interest owing to the Issuing Lender)
in the related unreimbursed drawing portion of the LOC Obligation and in the
interest thereon and in the related LOC Documents, and shall have a claim
against the Borrower with respect thereto.

         (d) Repayment with Revolving Loans. On any day on which the Borrower
shall have requested, or been deemed to have requested, a Revolving Loan
advance to reimburse a drawing under a Letter of Credit, the Administrative
Agent shall give notice to the Revolving Lenders that a Revolving Loan has been
requested or deemed requested by the Borrower to be made in connection with a
drawing under a Letter of Credit, in which case a Revolving Loan advance
comprised of Base Rate Loans (or Eurodollar Loans to the extent the Borrower
has complied with the procedures of Section 2.2 with respect thereto) shall be
immediately made to the Borrower by all Revolving Lenders (notwithstanding any
termination of the Commitments pursuant to Section 9.2) pro rata based on the
respective Revolving Commitment Percentages (determined before giving effect to
any termination of the Commitments pursuant to Section 9.2) and the proceeds
thereof shall be paid directly to the Issuing Lender for application to the
respective LOC Obligations. Each Revolving Lender hereby irrevocably agrees to
make its pro rata share of each such Revolving Loan immediately upon any such
request or deemed request in the amount, in the manner and on the date
specified in the preceding sentence notwithstanding (i) the amount of such
borrowing may not comply with the minimum amount for advances of Revolving
Loans otherwise required hereunder, (ii) whether any conditions specified in
Section 5.2 are then satisfied, (iii) whether a Default or an Event of Default
then exists, (iv) failure for any such request or deemed request for Revolving
Loan to be made by the time otherwise required hereunder, (v) whether the date
of such borrowing is a date on which Revolving Loans are otherwise permitted to
be made hereunder or (vi) any termination of the Commitments relating thereto
immediately prior to or contemporaneously with such borrowing. In the event
that any Revolving Loan cannot for any reason be made on the date otherwise
required above (including, without limitation, as a result of the commencement
of a proceeding under the Bankruptcy Code with respect to the Borrower or any
Credit Party), then each Revolving Lender hereby agrees that it shall forthwith
purchase (as of the date such borrowing would otherwise have occurred, but
adjusted for any payments received from the Borrower on or after such date and
prior to such purchase) from the Issuing Lender such participation in the
outstanding LOC Obligations as shall be necessary to cause each Revolving
Lender to share in such LOC Obligations ratably (based upon the respective
Revolving Commitment Percentages (determined before giving effect to any
termination of the Commitments pursuant to Section 9.2)), provided that in the
event such payment is not made by a Revolving Lender on the day of drawing,
such Revolving Lender shall pay in addition to the Issuing Lender interest on
the amount of its unfunded Participation Interest at a rate equal to, if paid
within two (2) Business Days of the date of drawing, the Federal Funds Rate,
and thereafter at the Base Rate for Revolving Loans.

         (e) Designation of other Credit Parties as Account Parties.
Notwithstanding anything to the contrary set forth in this Credit Agreement,
including without limitation Section 2.2(a)(ii), a Letter of Credit issued
hereunder may contain a statement to the effect that such Letter of Credit is
issued for the account of a Credit Party other than the Borrower, provided that
notwithstanding such statement, the Borrower shall be the actual account party
for all purposes of this Credit Agreement for such Letter of Credit and such
statement shall not affect the Borrower's reimbursement obligations hereunder
with respect to such Letter of Credit.

         (f) Renewal, Extension. The renewal or extension of any Letter of
Credit shall, for purposes hereof, be treated in all respects the same as the
issuance of a new Letter of Credit hereunder.

         (g) Uniform Customs and Practices. The Issuing Lender may have the
Letters of Credit be subject to The Uniform Customs and Practice for
Documentary Credits (the "UCP") or the International Standby Practices 1998
(the "ISP98"), in either case as published as of the date of issue by the
International Chamber of Commerce, in which case the UCP or the ISP98, as
applicable, may be incorporated therein and deemed in all respects to be a part
thereof.

         (h)      Indemnification; Nature of Issuing Lender's Duties.

                  (i) In addition to its other obligations under this Section
         2.6, the Borrower hereby agrees to protect, indemnify, pay and save
         the Issuing Lender harmless from and against any and all claims,
         demands, liabilities, damages, losses, costs, charges and expenses
         (including reasonable attorneys' fees) that the Issuing Lender may
         incur or be subject to as a consequence, direct or indirect, of (A)
         the issuance of any Letter of Credit or (B) the failure of the Issuing
         Lender to honor a drawing under a Letter of Credit as a result of any
         act


                                       61
<PAGE>   32

         or omission, whether rightful or wrongful, of any present or future de
         jure or de facto government or governmental authority (all such acts or
         omissions, herein called "Government Acts").

                  (ii) As between the Borrower and the Issuing Lender, the
         Borrower shall assume all risks of the acts, omissions or misuse of
         any Letter of Credit by the beneficiary thereof. The Issuing Lender
         shall not be responsible: (A) for the form, validity, sufficiency,
         accuracy, genuineness or legal effect of any document submitted by any
         party in connection with the application for and issuance of any
         Letter of Credit, even if it should in fact prove to be in any or all
         respects invalid, insufficient, inaccurate, fraudulent or forged; (B)
         for the validity or sufficiency of any instrument transferring or
         assigning or purporting to transfer or assign any Letter of Credit or
         the rights or benefits thereunder or proceeds thereof, in whole or in
         part, that may prove to be invalid or ineffective for any reason; (C)
         for errors, omissions, interruptions or delays in transmission or
         delivery of any messages, by mail, cable, telegraph, telex or
         otherwise, whether or not they be in cipher; (D) for any loss or delay
         in the transmission or otherwise of any document required in order to
         make a drawing under a Letter of Credit or of the proceeds thereof;
         and (E) for any consequences arising from causes beyond the control of
         the Issuing Lender, including, without limitation, any Government
         Acts. None of the above shall affect, impair, or prevent the vesting
         of the Issuing Lender's rights or powers hereunder.

                  (iii) In furtherance and extension and not in limitation of
         the specific provisions hereinabove set forth, any action taken or
         omitted by the Issuing Lender, under or in connection with any Letter
         of Credit or the related certificates, if taken or omitted in good
         faith, shall not put the Issuing Lender under any resulting liability
         to the Borrower or any other Credit Party. It is the intention of the
         parties that this Credit Agreement shall be construed and applied to
         protect and indemnify the Issuing Lender against any and all risks
         involved in the issuance of the Letters of Credit, all of which risks
         are hereby assumed by the Borrower (on behalf of itself and each of
         the other Credit Parties), including, without limitation, any and all
         Government Acts. The Issuing Lender shall not, in any way, be liable
         for any failure by the Issuing Lender or anyone else to pay any
         drawing under any Letter of Credit as a result of any Government Acts
         or any other cause beyond the control of the Issuing Lender.

                  (iv) Nothing in this subsection (h) is intended to limit the
         reimbursement obligations of the Borrower contained in subsection (d)
         above. The obligations of the Borrower under this subsection (h) shall
         survive the termination of this Credit Agreement. No act or omissions
         of any current or prior beneficiary of a Letter of Credit shall in any
         way affect or impair the rights of the Issuing Lender to enforce any
         right, power or benefit under this Credit Agreement.

                  (v) Notwithstanding anything to the contrary contained in
         this subsection (h), the Borrower shall have no obligation to
         indemnify the Issuing Lender in respect of any liability incurred by
         the Issuing Lender (A) arising out of the gross negligence or willful
         misconduct of the Issuing Lender, as determined by a court of
         competent jurisdiction, or (B) caused by the Issuing Lender's failure
         to pay under any Letter of Credit after presentation to it of a
         request strictly complying with the terms and conditions of such
         Letter of Credit, as determined by a court of competent jurisdiction,
         unless such payment is prohibited by any law, regulation, court order
         or decree.

         (i) Responsibility of Issuing Lender. It is expressly understood and
agreed that the obligations of the Issuing Lender hereunder to the Lenders are
only those expressly set forth in this Credit Agreement and that the Issuing
Lender shall be entitled to assume that the conditions precedent set forth in
Section 5.2 have been satisfied unless it shall have acquired actual knowledge
that any such condition precedent has not been satisfied; provided, however,
that nothing set forth in this Section 2.6 shall be deemed to prejudice the
right of any Lender to recover from the Issuing Lender any amounts made
available by such Lender to the Issuing Lender pursuant to this Section 2.6 in
the event that it is determined by a court of competent jurisdiction that the
payment with respect to a Letter of Credit constituted gross negligence or
willful misconduct on the part of the Issuing Lender.

         (j) Conflict with LOC Documents. Solely as among the parties hereto,
in the event of any conflict between this Credit Agreement and any LOC Document
(including any letter of credit application), this Credit Agreement shall
control.


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<PAGE>   33

      2.7   ADDITIONAL PROVISIONS RELATING TO SWINGLINE LOANS.

         The Swingline Lender may, at any time, in its sole discretion, by
written notice to the Borrower and the Revolving Lenders, demand repayment of
its Swingline Loans by way of a Revolving Loan advance, in which case the
Borrower shall be deemed to have requested a Revolving Loan advance comprised
solely of Base Rate Loans in the amount of such Swingline Loans; provided,
however, that any such demand shall be deemed to have been given one Business
Day prior to the Termination Date and on the date of the occurrence of any
Event of Default described in Section 9.1 and upon acceleration of the
indebtedness hereunder and the exercise of remedies in accordance with the
provisions of Section 9.2. Each Revolving Lender hereby irrevocably agrees to
make its Revolving Commitment Percentage of each such Revolving Loan in the
amount, in the manner and on the date specified in the preceding sentence
notwithstanding (i) the amount of such borrowing may not comply with the
minimum amount for advances of Revolving Loans otherwise required hereunder,
(ii) whether any conditions specified in Section 5.2 are then satisfied, (iii)
whether a Default or an Event of Default then exists, (iv) failure of any such
request or deemed request for Revolving Loan to be made by the time otherwise
required hereunder, (v) whether the date of such borrowing is a date on which
Revolving Loans are otherwise permitted to be made hereunder or (vi) any
termination of the Commitments relating thereto immediately prior to or
contemporaneously with such borrowing. In the event that any Revolving Loan
cannot for any reason be made on the date otherwise required above (including,
without limitation, as a result of the commencement of a proceeding under the
Bankruptcy Code with respect to the Borrower or any other Credit Party), then
each Revolving Lender hereby agrees that it shall forthwith purchase (as of the
date such borrowing would otherwise have occurred, but adjusted for any
payments received from the Borrower on or after such date and prior to such
purchase) from the Swingline Lender such Participation Interests in the
outstanding Swingline Loans as shall be necessary to cause each such Revolving
Lender to share in such Swingline Loans ratably based upon its Revolving
Commitment Percentage (determined before giving effect to any termination of
the Commitments pursuant to Section 3.4), provided that (A) all interest
payable on the Swingline Loans shall be for the account of the Swingline Lender
until the date as of which the respective Participation Interest is funded and
(B) at the time any purchase of Participation Interests pursuant to this
sentence is actually made, the purchasing Revolving Lender shall be required to
pay to the Swingline Lender, to the extent not paid to the Swingline Lender by
the Borrower in accordance with the terms of Section 2.4(b), interest on the
principal amount of Participation Interests purchased for each day from and
including the day upon which such borrowing would otherwise have occurred to
but excluding the date of payment for such Participation Interests, at the rate
equal to the Federal Funds Rate.


SECTION 3
OTHER PROVISIONS RELATING TO CREDIT FACILITIES

      3.1   DEFAULT RATE.

         Upon the occurrence, and during the continuance, of an Event of
Default, the principal of and, to the extent permitted by law, interest on the
Loans and any other amounts owing hereunder or under the other Credit Documents
shall bear interest, payable on demand, at a per annum rate 2% greater than the
rate which would otherwise be applicable (or if no rate is applicable, whether
in respect of interest, fees or other amounts, then 2% greater than the Base
Rate plus the Applicable Percentage).

      3.2   EXTENSION AND CONVERSION.

         Subject to the terms of Section 5.2, the Borrower shall have the
option, on any Business Day, to extend existing Eurodollar Loans into a
subsequent permissible Interest Period or to convert Base Rate Loans into
Eurodollar Loans; provided, however, that (i) except as provided in Section
3.8, Eurodollar Loans may be converted into Base Rate Loans only on the last
day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be
extended, and Base Rate Loans may be converted into Eurodollar Loans, only if
no Default or Event of Default is in existence on the date of extension or
conversion, (iii) Loans extended as, or converted into, Eurodollar Loans shall
be subject to the terms of the definition of "Interest Period" and shall be in
such minimum amounts as provided in Section 2.2(b), and (iv) any request for
extension or conversion of a Eurodollar Loan which shall fail to specify an
Interest Period shall be deemed to be a request for an Interest Period of one
month. Each such extension or conversion shall be effected by the Borrower by
giving a Notice of Extension/Conversion (or telephonic notice promptly
confirmed in writing) to the Administrative Agent prior to 11:00 A.M.
(Charlotte, North Carolina time) on the Business Day of, in the case of the
conversion of a Eurodollar Loan into a Base Rate Loan, and on the third
Business Day prior to, in the case of the extension of a


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<PAGE>   34

Eurodollar Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan,
the date of the proposed extension or conversion, specifying the date of the
proposed extension or conversion, the Loans to be so extended or converted, the
types of Loans into which such Loans are to be converted and, if appropriate,
the applicable Interest Periods with respect thereto. Each request for extension
of a Eurodollar Loan or conversion of a Base Rate Loan into a Eurodollar Loan
shall be irrevocable and shall constitute a representation and warranty by the
Borrower of the matters specified in Section 5.2. In the event the Borrower
fails to request extension or conversion of any Eurodollar Loan in accordance
with this Section 3.2, or any such conversion or extension is not permitted or
required by this Section 3.2, then such Eurodollar Loan shall be automatically
converted into a Base Rate Loan at the end of the Interest Period applicable
thereto. The Administrative Agent shall give each Lender notice as promptly as
practicable of any such proposed extension or conversion affecting any Loan.

      3.3   PREPAYMENTS.

         (a) Voluntary Prepayments. The Loans may be prepaid in whole or in
part without premium or penalty; provided that (i) Eurodollar Loans may be
prepaid only upon three (3) Business Days' prior written notice to the
Administrative Agent and must be accompanied by payment of any amounts owing
under Section 3.11, and (ii) partial prepayments shall be (A) in the case of
Eurodollar Loans, in a minimum aggregate principal amount of $2,500,000 and
integral multiples of $500,000 in excess thereof, (B) in the case of Base Rate
Loans (other than Swingline Loans), in a minimum aggregate principal amount of
$1,000,000 and integral multiples of $100,000 in excess thereof, and (C) in the
case of Swingline Loans, in a minimum aggregate principal amount of $1,000,000
and integral multiples of $100,000 in excess thereof, provided that in the
event that an "auto-borrow" or "zero balance" or other similar arrangement
shall then be in place with the Swingline Lender, Swingline Loans shall be
prepaid in such minimum amounts, if any, provided by such agreement.

         (b)      Mandatory Prepayments.

                  (i) Commitments. If at any time, (i) the aggregate principal
         amount of Revolving Obligations shall exceed the Aggregate Revolving
         Committed Amount, (ii) the aggregate amount of LOC Obligations shall
         exceed the LOC Committed Amount, (iii) the aggregate principal amount
         of Swingline Loans shall exceed the Swingline Committed Amount or (iv)
         the aggregate amount of Obligations shall exceed the Borrowing Base,
         the Borrower shall immediately make payment on the Revolving Loans,
         the Swingline Loans and/or the Tranche B Term Loan, and/or to a cash
         collateral account in respect of the LOC Obligations, in an amount
         equal to the difference.

                  (ii) Divestitures. The Loans shall be prepaid as hereafter
         provided in an amount equal to one hundred percent (100%) of the Net
         Cash Proceeds received from any Divestiture to the extent (A) such Net
         Cash Proceeds are not reinvested in the same or similar Property
         within twelve (12) months of the date of such Divestiture, and (B) the
         aggregate amount of such Net Cash Proceeds not reinvested in
         accordance with the foregoing clause (A) shall exceed $5,000,000 in
         any fiscal year.

                  (iii) Debt Transactions. The Loans shall be prepaid as
         hereafter provided in an amount equal to one hundred percent (100%) of
         the Net Cash Proceeds received from any Debt Transaction, provided,
         however, that if the Consolidated Total Leverage Ratio on a Pro Forma
         Basis for the period of four consecutive fiscal quarters immediately
         preceding the date of the Debt Transaction is less than 3.0:1.0, the
         Loans shall be prepaid as hereafter provided in an amount equal to
         seventy-five percent (75%) of the Net Cash Proceeds received from such
         Debt Transaction.

                  (iv) Equity Transactions. The Loans shall be prepaid as
         hereafter provided in an amount equal to fifty percent (50%) of the
         Net Cash Proceeds received from any Equity Transaction.

         (c)      Application.

                  (i) Voluntary Prepayments. Voluntary prepayments on the
         Revolving Obligations shall be applied as specified by the Borrower.
         Voluntary prepayments on the Tranche B Term Loan shall be applied to
         the principal amortization payments thereof in


                                       64
<PAGE>   35

         inverse order of maturity. Within the parameters of the applications
         set forth above, voluntary prepayments shall be applied first to Base
         Rate Loans, then to Eurodollar Loans in direct order of Interest Period
         maturities, then to Quoted Rate Swingline Loans in direct order of
         Interest Period maturities and then to a cash collateral account to
         secure LOC Obligations.

                  (ii)     Mandatory Prepayments.

                           (A) Prepayments in respect of Divestitures.
                  Mandatory prepayments made under this Section 3.3 in respect
                  of Divestitures shall be applied ratably among the Tranche B
                  Term Loan (to the principal amortization installments thereof
                  in inverse order of maturity) and the Revolving Obligations
                  (with a corresponding permanent reduction in the Revolving
                  Committed Amount in an amount equal to all amounts applied to
                  the Revolving Obligations pursuant to this Section
                  3.3(c)(ii)(A)). Within the parameters of the applications set
                  forth above, mandatory prepayments shall be applied first to
                  Base Rate Loans, then to Eurodollar Loans in direct order of
                  Interest Period maturities, then to Quoted Rate Swingline
                  Loans in direct order of Interest Period maturities and then
                  to a cash collateral account to secure LOC Obligations.

                           (B) Prepayments in respect of Debt Transactions or
                  Equity Transactions. Mandatory prepayments made under this
                  Section 3.3 in respect of Debt Transactions and Equity
                  Transactions shall be applied first to the Tranche B Term
                  Loan (to the principal amortization installments thereof in
                  inverse order of maturity) until repaid in full and,
                  thereafter, to the Revolving Obligations (without a
                  corresponding permanent reduction in the Aggregate Revolving
                  Committed Amount). Within the parameters of the applications
                  set forth above, mandatory prepayments in respect of Debt
                  Transactions and Equity Transactions shall be applied first
                  to Base Rate Loans, then to Eurodollar Loans in direct order
                  of Interest Period maturities, then to Quoted Rate Swingline
                  Loans in direct order of Interest Period maturities and then
                  to a cash collateral account to secure LOC Obligations.

                  (iii) Availability. Amounts prepaid on the Revolving
         Obligations may, subject to the terms and conditions hereof, be
         reborrowed. Amounts prepaid on the Tranche B Term Loan may not be
         reborrowed.

      3.4   TERMINATION AND REDUCTION OF COMMITMENTS

         (a) Voluntary Reductions. The Commitments may be terminated or
permanently reduced in whole or in part upon three (3) Business Days' prior
written notice by the Borrower to the Administrative Agent, provided that (i)
after giving effect to any voluntary reduction in the Revolving Commitments,
the aggregate amount of Revolving Obligations shall not exceed the Aggregate
Revolving Committed Amount, as reduced, and (ii) partial reductions shall be in
a minimum principal amount of $1,000,000 and in integral multiples of $100,000
in excess thereof.

         (b) Termination. Unless terminated earlier in accordance with the
terms of this Agreement, the Commitments hereunder shall terminate on the
Termination Date.


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<PAGE>   36

      3.5   FEES.

         (a)      Commitment Fees.

                  (i) Revolving Commitments. In consideration of the Revolving
         Commitments, the Borrower agrees to pay to the Administrative Agent
         for the ratable benefit of the Lenders a commitment fee (the
         "Commitment Fee") equal to the Applicable Percentage per annum on the
         average daily unused amount of the Aggregate Revolving Committed
         Amount for the applicable period. The Commitment Fee shall be payable
         quarterly in arrears on the 15th day following the last day of each
         calendar quarter for the immediately preceding calendar quarter (or
         portion thereof) beginning with the first such date to occur after the
         Closing Date (as well as on the Termination Date). For purposes of
         computation of the Commitment Fee, (A) Swingline Loans shall not be
         counted toward or considered usage of the Aggregate Revolving
         Committed Amount and (B) LOC Obligations shall be counted toward and
         considered usage of the Aggregate Revolving Committed Amount.

         (b)      Letter of Credit Fees.

                  (i) Letter of Credit Fee. In consideration of the LOC
         Commitment hereunder, the Borrower agrees to pay to the Administrative
         Agent for the ratable benefit of the Lenders a fee (the "Letter of
         Credit Fee") equal to the Applicable Percentage per annum on the
         average daily maximum amount available to be drawn under Letters of
         Credit from the date of issuance to the date of expiration. The Letter
         of Credit Fee shall be payable quarterly in arrears on the 15th day
         following the last day of each calendar quarter for the immediately
         preceding calendar quarter (or portion thereof) beginning with the
         first such date to occur after the Closing Date (as well as on the
         Termination Date).

                  (ii) Issuing Lender Fees. In addition to the Letter of Credit
         Fee, the Borrower agrees to pay to the Issuing Lender for its own
         account without sharing by the other Lenders a fronting and
         negotiation fee of one-eighth of one percent (0.125%) per annum on the
         average daily maximum amount available to be drawn under Letters of
         Credit issued by it from the date of issuance to the date of
         expiration (the "Issuing Lender Fees").

         (c) Administrative Agent's Fees. The Borrower agrees to pay to the
Administrative Agent, for its own account, the annual administrative fee and
such other fees, if any, referred to in the Administrative Agent's Fee Letter
(collectively, the "Administrative Agent's Fees").

      3.6   CAPITAL ADEQUACY.

         If any Lender has reasonably determined, after the date hereof, that
the adoption or the becoming effective of, or any change in, or any change by
any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or
administration of, any applicable law, rule or regulation regarding capital
adequacy, or compliance by such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on such Lender's capital or assets as a consequence
of its commitments or obligations hereunder to a level below that which such
Lender could have achieved but for such adoption, effectiveness, change or
compliance (taking into consideration such Lender's policies with respect to
capital adequacy), then, subject to the provisions of Section 3.12, the
Borrower shall be obligated to pay to such Lender such additional amount or
amounts as will compensate such Lender for such reduction, to the extent
related to Extensions of Credit made to the Borrower.

      3.7   INABILITY TO DETERMINE INTEREST RATE.

         If prior to the first day of any Interest Period, the Administrative
Agent shall have determined (which determination shall be conclusive and
binding upon the Borrower) that, by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining
the Eurodollar Rate for such Interest Period, the Administrative Agent shall
give telecopy or telephonic notice thereof to the Borrower and the Lenders as
soon as practicable thereafter (which notice shall be withdrawn by the
Administrative Agent whenever such circumstances no longer exist). If such
notice is given (a) any Eurodollar Loans requested to be made on the first day
of such Interest Period shall be made as Base Rate Loans and (b) any Loans that
were to have been converted on the first day of such


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<PAGE>   37

Interest Period to or continued as Eurodollar Loans shall be converted to or
continued as Base Rate Loans. Until such notice has been withdrawn by the
Administrative Agent, no further Eurodollar Loans shall be made or continued as
such, nor shall the Borrower have the right to convert Base Rate Loans to
Eurodollar Loans.

      3.8   ILLEGALITY.

         Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application
thereof occurring after the Closing Date shall make it unlawful for any Lender
to make or maintain Eurodollar Loans as contemplated by this Credit Agreement,
(a) such Lender shall promptly give written notice of such circumstances to the
Borrower and the Administrative Agent (which notice shall be withdrawn by such
Lender whenever such circumstances no longer exist), (b) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such
and convert a Base Rate Loan to Eurodollar Loans shall forthwith be canceled
and, until such time as it shall no longer be unlawful for such Lender to make
or maintain Eurodollar Loans, such Lender shall then have a commitment only to
make a Base Rate Loan when a Eurodollar Loan is requested and (c) such Lender's
Loans then outstanding as Eurodollar Loans, if any, shall be converted
automatically to Base Rate Loans on the respective last days of then current
Interest Periods with respect to such Loans or within such earlier period as
required by law. If any such conversion of a Eurodollar Loan occurs on a day
which is not the last day of then current Interest Period with respect thereto,
the Borrower shall pay to such Lender such amounts, if any, as may be required
pursuant to Section 3.11 to the extent related to Eurodollar Loans made to the
Borrower

      3.9   REQUIREMENTS OF LAW.

         If, after the date hereof, the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof applicable
to any Lender, or compliance by any Lender with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority, in each case made subsequent to the Closing Date (or,
if later, the date on which such Lender becomes a Lender):

                  (a) shall subject such Lender to any tax of any kind
         whatsoever with respect to any Letter of Credit, any Eurodollar Loan
         or its obligation to make Eurodollar Loans, or change the basis of
         taxation of payments to such Lender in respect thereof (except for (i)
         Taxes covered by Section 3.10 (including Taxes imposed solely by
         reason of any failure of such Lender to comply with its obligations
         under Section 3.10(d)) and (ii) changes in taxes measured by or
         imposed upon the overall net income, or franchise tax (imposed in lieu
         of such net income tax), of such Lender or its applicable lending
         office, branch, or any affiliate thereof));

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

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

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting
into, continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, subject to the provisions of Section 3.12, the
Borrower shall be obligated to promptly pay such Lender, upon its demand, any
additional amounts necessary to compensate such Lender for such increased cost
or reduced amount receivable, to the extent related to Extensions of Credit
made to the Borrower, provided that, in any such case, the Borrower may elect
to convert the Eurodollar Loans made by such Lender hereunder to Base Rate
Loans by giving the Administrative Agent at least one Business Day's notice of
such election, in which case the Borrower shall promptly pay to such Lender,
upon demand, without duplication, such amounts, if any, as may be required
pursuant to Section 3.11 to the extent related to Eurodollar Loans made to the
Borrower. Each Lender agrees that, as promptly as practicable after it becomes
aware of any circumstances of the type referred to in paragraphs (a) through
(c) above which would result in any such increased cost or reduced amount
receivable, the affected Lender shall, to the extent not inconsistent with such
Lender's internal policies of general application and not materially
disadvantageous to such Lender in its discretion, designate a different lending
office for the making of Loans or otherwise use reasonable commercial efforts
to minimize the amounts payable to it by the Borrower pursuant to this Section
3.9. This covenant shall survive the termination of this Credit Agreement and
the payment of the Loans and all other amounts payable hereunder.


                                       67
<PAGE>   38

     3.10   TAXES.

         (a) Any and all payments by any Credit Party to or for the account of
any Lender or the Administrative Agent hereunder or under any other Credit
Document shall be made free and clear of and without deduction for any and all
present or future taxes, duties, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case
of each Lender and the Administrative Agent, taxes imposed on its income, and
franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction
under the laws of which such Lender (or its applicable lending office) or the
Administrative Agent (as the case may be) is organized or any political
subdivision thereof (all such non-excluded taxes, duties, levies, imposts,
deductions, charges, withholdings, and liabilities being hereinafter referred
to as "Taxes"). If any Credit Party shall be required by law to deduct or
withhold any Taxes from or in respect of any sum payable under this Credit
Agreement or any other Credit Document to any Lender or the Administrative
Agent, (i) the sum payable shall be increased as necessary so that after making
all required deductions and withholdings (including deductions and withholdings
applicable to additional sums payable under this Section 3.10) such Lender or
the Administrative Agent receives an amount equal to the sum it would have
received had no such deductions been made, (ii) such Credit Party shall make
such deductions and withholdings, (iii) such Credit Party shall pay the full
amount deducted or withheld to the relevant taxation authority or other
authority in accordance with applicable law, and (iv) such Credit Party shall
furnish to the Administrative Agent, in each case at its address referred to in
Section 11.1, the original or a certified copy of a receipt evidencing payment
thereof.

         (b) In addition, the Borrower agrees to pay any and all present or
future stamp or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under this Credit
Agreement or any other Credit Document or from the execution or delivery of, or
otherwise with respect to, this Credit Agreement or any other Credit Document
(hereinafter referred to as "Other Taxes").

         (c) The Borrower agrees to indemnify each Lender and the
Administrative Agent for the full amount of Taxes and Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed or asserted by any
jurisdiction on amounts payable under this Section 3.10) paid by such Lender or
the Administrative Agent (as the case may be) and any liability (including
penalties, interest, and expenses) arising therefrom or with respect thereto.

         (d) Each Lender that is not a United States person under Section
7701(a)(30) of the Internal Revenue Code (a "Non-US Lender"), on or prior to
the date of its execution and delivery of this Credit Agreement in the case of
each Lender listed on the signature pages hereof and on or prior to the date on
which it becomes a Lender in the case of each other Lender, and from time to
time thereafter if requested in writing by the Borrower or the Administrative
Agent (but only so long as such Lender remains lawfully able to do so), shall
provide the Borrower and the Administrative Agent with (i) Internal Revenue
Service Form W-8 BEN or W-8 ECI, as appropriate, or any successor form
prescribed by the Internal Revenue Service, certifying that such Lender is
entitled to benefits under an income tax treaty to which the United States is a
party which reduces to zero the rate of withholding tax on payments of interest
or certifying that the income receivable pursuant to this Credit Agreement is
effectively connected with the conduct of a trade or business in the United
States, or (ii) Internal Revenue Service Form W-8 BEN (or any successor form
thereto), including all appropriate attachments, documenting the status of the
Lender as a Non-US Lender, and a certificate to the effect that such Lender (A)
is not a bank, as such term is used in section 881(c)(3)(A) of the Internal
Revenue Code of 1986, as amended (the "Code"), or the Credit Agreement is not,
with respect to the undersigned, a loan agreement entered into in the ordinary
course of its trade or business, within the meaning of such section, (B) is not
a 10 percent shareholder of the Borrower within the meaning of section
871(h)(3) or 881(c)(3)(B) of the Code, and (C) is not a controlled foreign
corporation that is related to the Borrower within the meaning of section
881(c)(3)(C) of the Code, or (iii) Internal Revenue Service Form W-8 or W-9, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
and/or (iv) any other form or certificate required by any taxing authority
(including any certificate required by Sections 871(h) and 881(c) of the
Internal Revenue Code), certifying that such Lender is entitled to an exemption
from tax on payments pursuant to this Credit Agreement or any of the other
Credit Documents.

         (e) For any period with respect to which a Lender has failed to
provide the Borrower and the Administrative Agent with the appropriate form
pursuant to Section 3.10(d) (unless such failure is due to a change in treaty,
law, or regulation occurring subsequent to the date on which a form originally
was required to be provided), such Lender shall not be entitled to
indemnification under Section 3.10(a) or 3.10(b) with respect to Taxes imposed


                                       68
<PAGE>   39

by the United States; provided, however, that should a Lender, which is
otherwise exempt from or subject to a reduced rate of withholding tax, become
subject to Taxes because of its failure to deliver a form required hereunder,
the Borrower shall take such steps as such Lender shall reasonably request to
assist such Lender to recover such Taxes.

         (f) If any Credit Party is required to pay additional amounts to or
for the account of any Lender pursuant to this Section 3.10, then, unless a
Commitment Termination Event shall have occurred, such Lender will agree to use
reasonable efforts to change the jurisdiction of its applicable lending office
so as to eliminate or reduce any such additional payment which may thereafter
accrue if such change, in the judgment of such Lender, is not otherwise
disadvantageous to such Lender.

         (g) Within thirty (30) days after the date of any payment of Taxes,
the applicable Credit Party shall furnish to the Administrative Agent the
original or a certified copy of a receipt evidencing such payment.

         (h) Without prejudice to the survival of any other agreement of the
Credit Parties hereunder, the agreements and obligations of the Credit Parties
contained in this Section 3.10 shall survive the repayment of the Loans, LOC
Obligations and other obligations under the Credit Documents and the
termination of the Commitments hereunder.

     3.11   INDEMNITY.

         The Borrower promises to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur (other
than through such Lender's gross negligence or willful misconduct) as a
consequence of (a) default by the Borrower in making a borrowing of, conversion
into or continuation of a Eurodollar Loan after the Borrower has given a notice
requesting the same in accordance with the provisions of this Credit Agreement,
(b) default by the Borrower in making any prepayment of a Eurodollar Loan after
the Borrower has given a notice thereof in accordance with the provisions of
this Credit Agreement or (c) the making of a prepayment of a Eurodollar Loan on
a day which is not the last day of the Interest Period for such Eurodollar
Loan. With respect to any Eurodollar Loan, such indemnification may be
calculated, in lieu of any other method, based on an amount equal to the
excess, if any, of (i) the amount of interest which would have accrued on the
amount so prepaid, or not so borrowed, converted or continued, for the period
from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of the Interest Period for such Eurodollar Loan (or,
in the case of a failure to borrow, convert or continue, the Interest Period of
such Eurodollar Loan that would have commenced on the date of such failure) in
each case at the applicable rate of interest for such Loans provided for herein
(excluding, however, the Applicable Percentage included therein, if any) over
(ii) the amount of interest (as reasonably determined by such Lender) which
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank Eurodollar
market. The covenants of the Borrower set forth in this Section 3.11 shall
survive the termination of this Credit Agreement and the payment of the Loans
and all other amounts payable hereunder.

     3.12   CERTAIN LIMITATIONS.

         The provisions of Sections 3.6, 3.9, 3.10 and 3.11 shall be subject to
the following:

         (a) Each Lender that desires compensation or indemnification under
Sections 3.6, 3.9 or 3.11 shall notify the Borrower through the Administrative
Agent of any event occurring after the Closing Date entitling such Lender to
compensation or indemnification under any of such Sections as promptly as
practicable, but in any event within 90 days after the occurrence of the event
giving rise thereto; provided that (i) if any such Lender fails to give such
notice within 90 days after the occurrence of such an event, such Lender shall
only be entitled to compensation or indemnification in respect of such event
accruing under Sections 3.6, 3.9 or 3.11 with respect to the period from and
after the date 90 days prior to the date that such Lender does give notice.

         (b) Any notice given by a Lender pursuant to subsection (a) above
shall certify (i) that one of the events described in Sections 3.6, 3.9 or 3.11
has occurred, describing in reasonable detail the nature of such event, (ii) as
to the increased cost, reduced amount receivable or loss or expense resulting
from such event and (iii) as to the additional amount demanded by such Lender,
attaching a reasonably detailed explanation of the calculation


                                       69
<PAGE>   40

thereof. Such a certificate as to any compensation or indemnification payable
pursuant to Sections 3.6, 3.9 or 3.11, submitted by such Lender through the
Administrative Agent to the Borrower, shall be conclusive and binding on the
parties hereto in the absence of manifest error.

         (c) If any Lender requests compensation or indemnification from the
Borrower under Sections 3.6, 3.9 or 3.10, the Borrower may, at its option,
within fifteen (15) days after receipt by the Borrower of written demand from
the affected Lender for payment of such compensation or indemnification, notify
the Administrative Agent and such affected Lender of its intention to replace
the affected Lender. So long as no Event of Default shall have occurred and be
continuing, the Borrower may obtain, at the Borrower's expense, a replacement
Lender for the affected Lender. If the Borrower obtains a replacement Lender
within ninety (90) days following notice of its intention to do so, the
affected Lender must sell and assign its ratable share of the Obligations and
its Commitments to such replacement Lender pursuant to Section 11.3(b) (without
giving effect to any requirement therein that the Administrative Agent consent
thereto), for an amount equal to the principal balance of all Loans held by the
affected Lender and all accrued interest and Fees with respect thereto through
the date of such sale, provided that the Borrower shall have paid to such
affected Lender the compensation or indemnification that it is entitled to
receive under Sections 3.6, 3.9 or 3.10, through the date of such sale and
assignment. Notwithstanding the foregoing, the Borrower shall not have the
right to obtain a replacement Lender if the affected Lender rescinds its demand
for such compensation or indemnification within fifteen (15) days following its
receipt of the Borrower's notice of intention to replace such affected Lender.
Additionally, if the Borrower gives a notice to the Administrative Agent and an
affected Lender of its intention to replace such affected Lender and does not
so replace such affected Lender within ninety (90) days thereafter, the
Borrower's rights under this Section 3.12(c) shall terminate and the Borrower
shall promptly pay all compensation or indemnification demanded by such
affected Lender pursuant to Sections 3.6, 3.9 or 3.10.

     3.13   PRO RATA TREATMENT.

         Except to the extent otherwise provided herein:

         (a) Obligations. Each Revolving Loan advance, each payment or
prepayment of principal of any Revolving Loan, each payment of interest on any
Revolving Loan, each payment on or in respect of the LOC Obligations and each
payment of interest thereon, each payment of the Commitment Fee, each payment
of the Letter of Credit Fee, each reduction of Aggregate Revolving Committed
Amount, and each conversion or extension of Revolving Loan shall be allocated
pro rata among the Revolving Lenders according to their respective Revolving
Commitment Percentages. The Tranche B Term Loan advance, each payment or
prepayment of principal of the Tranche B Term Loan, each payment of interest on
the Tranche B Term Loan, and each conversion or extension of Tranche B Term
Loan shall be allocated pro rata among the Term Lenders according to their
respective Tranche B Term Loan Commitment Percentages.

         (b) Advances. No Lender shall be responsible for the failure or delay
by any other Lender in its obligation to make its ratable share of a borrowing
hereunder; provided, however, that the failure of any Lender to fulfill its
obligations hereunder shall not relieve any other Lender of its obligations
hereunder. Unless the Administrative Agent shall have been notified in writing
by any Lender prior to a borrowing that such Lender will not make the amount
that would constitute its ratable share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such amount is not made available to
the Administrative Agent by such Lender within the time period specified
therefor hereunder, such Lender shall pay to the Administrative Agent, on
demand, such amount with interest thereon at a rate equal to the Federal Funds
Rate for a period of two (2) Business Days, and thereafter at the Base Rate,
for the period until such Lender makes such amount immediately available to the
Administrative Agent. If such Lender does not pay such amounts to the
Administrative Agent forthwith upon demand, the Administrative Agent may notify
the Borrower and request the Borrower to immediately pay such amount to the
Administrative Agent with interest at the rate applicable thereto. A
certificate of the Administrative Agent submitted to any Lender with respect to
any amounts owing under this subsection shall be conclusive in the absence of
manifest error.


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<PAGE>   41
       3.14   SHARING OF PAYMENTS.

         (a)      Lenders. The Lenders agree among themselves that, in the
event that any Lender shall obtain payment in respect of any Loan, LOC
Obligation or any other obligation owing to such Lender under this Credit
Agreement through the exercise of a right of setoff, banker's lien or
counterclaim, or pursuant to a secured claim under Section 506 of the
Bankruptcy Code or other security or interest arising from, or in lieu of, such
secured claim, received by such Lender under any applicable bankruptcy,
insolvency or other similar law or otherwise, or by any other means, in excess
of its pro rata share of such payment as provided for in this Credit Agreement,
such Lender shall promptly purchase from the other Lenders a participation in
such Loan, LOC Obligation and other obligations in such amounts, and make such
other adjustments from time to time, as shall be equitable to the end that all
Lenders share such payment in accordance with their respective ratable shares
as provided for in this Credit Agreement. The Lenders further agree among
themselves that if payment to any such Lender obtained by such Lender through
the exercise of a right of setoff, banker's lien, counterclaim or other event
as aforesaid shall be rescinded or must otherwise be restored, each Lender
which shall have shared the benefit of such payment shall, by repurchase of a
participation theretofore sold, return its share of that benefit (together with
its share of any accrued interest payable with respect thereto) to each Lender
whose payment shall have been rescinded or otherwise restored. The Borrower
agrees that any Lender so purchasing such a participation may, to the fullest
extent permitted by law, exercise all rights of payment, including setoff,
banker's lien or counterclaim, with respect to such participation as fully as
if such Lender were a holder of such Loan, LOC Obligation or other obligation
in the amount of such participation. If under any applicable bankruptcy,
insolvency or other similar law, any Lender receives a secured claim in lieu of
a setoff to which this Section 3.14 applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders under this Section 3.14 to share in
the benefits of any recovery on such secured claim.

         (b)      Lenders and Agents. Except as otherwise expressly provided in
this Credit Agreement, if any Lender or any Agent shall fail to remit to any
other Agent or any other Lender an amount payable by such Lender or such Agent
to such other Agent or such other Lender pursuant to this Credit Agreement on
the date when such amount is due, such payments shall be made together with
interest thereon for each date from the date such amount is due until the date
such amount is paid to such other Agent or such other Lender at a rate per
annum equal to the Federal Funds Rate.

       3.15   PAYMENTS, COMPUTATIONS, ETC.

         (a)      Payments by the Borrower. Except as otherwise specifically
provided herein, all payments of principal, interest and fees in connection
with Loans, LOC Obligations, the Commitment Fee, the Letter of Credit Fees, the
Issuing Lender Fees and the Administrative Agent's Fees shall be made to the
Administrative Agent in Dollars in immediately available funds, without setoff,
deduction, counterclaim or withholding of any kind, at the Administrative
Agent's office specified in Section 11.1 not later than 2:00 P.M. (Charlotte,
North Carolina time) on the date when due. Payments received after such time
shall be deemed to have been received on the next succeeding Business Day. The
Administrative Agent may (but shall not be obligated to) debit the amount of
any such payment which is not made by such time to any ordinary deposit account
of the Borrower maintained with the Administrative Agent (with notice to the
Borrower). The Borrower shall, at the time it makes any payment under this
Credit Agreement, specify to the Administrative Agent the Loans, LOC
Obligations, Fees, interest or other amounts payable by the Borrower hereunder
to which such payment is to be applied (and in the event that it fails so to
specify, or if such application would be inconsistent with the terms hereof,
the Administrative Agent shall distribute such payment to the Lenders in such
manner as the Administrative Agent may determine to be appropriate in respect
of obligations owing by the Borrower hereunder, subject to the terms of Section
3.13(a)). The Administrative Agent will distribute such payments to the
applicable Lenders if any such payment is received prior to 12:00 Noon
(Charlotte, North Carolina time on a Business Day in like funds as received
prior to the end of such Business Day and otherwise the Administrative Agent
will distribute such payment to such Lenders entitled thereto on the next
succeeding Business Day. Whenever any payment hereunder shall be stated to be
due on a day which is not a Business Day, the due date thereof shall be
extended to the next succeeding Business Day (subject to accrual of interest
and Fees for the period of such extension). Except as expressly provided
otherwise herein, all computations of interest and fees shall be made on the
basis of the actual number of days elapsed over a year of 360 days, except with
respect to computation of interest on Base Rate Loans determined by reference
to the Prime Rate which shall be calculated based on a year of 365 or 366 days,
as appropriate. Interest shall accrue from and include the date of borrowing,
but exclude the date of payment.

         (b)      Advances by Lenders. Upon notice by the Administrative Agent
of its receipt of a Notice of Borrowing in accordance with Section 2.2(b)(i),
each Revolving Lender will make its Revolving Commitment


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<PAGE>   42

Percentage of each Revolving Loan borrowing available to the Administrative
Agent for the account of the Borrower, or in such other manner as the
Administrative Agent may specify in writing, by 1:00 P.M. (Charlotte, North
Carolina time) on the date specified in the applicable Notice of Borrowing in
Dollars and in funds immediately available to the Administrative Agent. Each
Tranche B Term Lender will make its Tranche B Term Loan Commitment Percentage
of the Tranche B Term Loan available to the Administrative Agent for the
account of the Borrower, or in such other manner as the Administrative Agent
may specify in writing, by 1:00 P.M. (Charlotte, North Carolina time) on the
Closing Date in Dollars and in funds immediately available to the
Administrative Agent. Such borrowing will then be made available to the
Borrower by the Administrative Agent by crediting the account of the Borrower
with the aggregate of the amounts made available to the Administrative Agent by
the Lenders and in like funds as received by the Administrative Agent.

         (c)      Allocation of Payments After Event of Default.
Notwithstanding any other provisions of this Credit Agreement to the contrary,
after the occurrence and during the continuance of an Event of Default, all
amounts collected or received by the Administrative Agent or any Lender on
account of the Obligations or any other amounts outstanding under any of the
Credit Documents shall be paid over or delivered as follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation reasonable attorneys' fees)
         of the Agents in connection with enforcing the rights of the Lenders
         under the Credit Documents;

                  SECOND, to payment of any Administrative Agent's Fees then
         due and payable;

                  THIRD, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation, reasonable attorneys'
         fees) of each of the Lenders in connection with enforcing its rights
         under the Credit Documents or otherwise with respect to the
         Obligations owing to such Lender;

                  FOURTH, to the payment of all accrued interest and Fees on or
         in respect of the Obligations;

                  FIFTH, to the payment of the outstanding principal amount of
         the Obligations (including the payment of all LOC Obligations then
         reimbursable by the Borrower pursuant to Section 2.6(c), but excluding
         any LOC Obligations attributable to issued but undrawn Letters of
         Credit) and to the payment of any principal amounts outstanding under
         Hedging Agreements (to the extent permitted hereunder);

                  SIXTH, to the cash collateralization of all LOC Obligations
         attributable to issued but undrawn Letters of Credit;

                  SEVENTH, to all other obligations which shall have become due
         and payable under the Credit Documents or otherwise and not repaid
         pursuant to clauses "FIRST" through "SIXTH" above; and

                  EIGHTH, to the payment of the surplus, if any, to whoever may
         be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; and (ii) each of the Lenders shall receive an amount equal
to its pro rata share (based on the proportion that then outstanding
Obligations and obligations under Hedging Agreements (to the extent permitted
hereunder) held by such Lender bears to the aggregate then outstanding
Obligations and obligations under Hedging Agreements (to the extent permitted
hereunder)) of amounts available to be applied pursuant to clauses "THIRD",
"FOURTH", "FIFTH" and "SIXTH" above; and (iii) all amounts available to be
applied to pursuant to clause "SIXTH" above shall be held by the Administrative
Agent in a cash collateral account and applied (A) first, to reimburse the
Issuing Lender for any drawings under such Letters of Credit and (B) then,
following the expiration of all Letters of Credit, to all other obligations of
the types described in clauses "SIXTH" AND "SEVENTH" above in the manner
provided in this Section 3.15(b).

       3.16   EVIDENCE OF DEBT.

         (a)      Each Lender shall maintain an account or accounts evidencing
each Loan made by such Lender to the Borrower from time to time, including the
amounts of principal and interest payable and paid to such Lender from time


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<PAGE>   43

to time under this Credit Agreement. Each Lender will make reasonable efforts
to maintain the accuracy of its account or accounts and to promptly update its
account or accounts from time to time, as necessary.

         (b)      The Administrative Agent shall maintain the Register pursuant
to Section 11.3(c)(i), and a subaccount for each Lender, in which Register and
subaccounts (taken together) shall be recorded (A) the amount, type and
Interest Period of each Loan, (B) the amount of any principal or interest due
and payable or to become due and payable to each Lender hereunder and (C) the
amount of any sum received by the Administrative Agent hereunder from or for
the account of the Borrower and each Lender's share thereof. The Administrative
Agent will make reasonable efforts to maintain the accuracy of the subaccounts
referred to in the preceding sentence and to promptly update such subaccounts
from time to time, as necessary.

         (c)      The entries made in the Register, accounts and subaccounts
maintained pursuant to subsection (b) of this Section 3.16 (and, if consistent
with the entries of the Administrative Agent, subsection (a)) shall be prima
facie evidence of the existence and amounts of the obligations of the Borrower
therein recorded; provided, however, that the failure of any Lender or the
Administrative Agent to maintain the Register, any such account, or such
subaccount, as applicable, or any error therein, shall not in any manner affect
the obligation of the Borrower to repay the Loans and other obligations owing
to such Lenders in accordance with the terms hereof.


SECTION 4
GUARANTY

       4.1    THE GUARANTEE.

         (a)      (i)      Each of the Guarantors hereby jointly and severally
guarantees to each Lender, to each Affiliate of a Lender that enters into a
Hedging Agreement (to the extent permitted hereunder) and to the Agents, as
hereinafter provided, the prompt payment of the Guaranteed Obligations in full
when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as a mandatory cash collateralization or otherwise) strictly in
accordance with the terms thereof. The Guarantors hereby further agree that if
any of the Guaranteed Obligations are not paid in full when due (whether at
stated maturity, as a mandatory prepayment, by acceleration, as a mandatory
cash collateralization or otherwise), the Guarantors will, jointly and
severally, promptly pay the same, without any demand or notice whatsoever, and
that in the case of any extension of time of payment or renewal of any of the
Guaranteed Obligations, the same will be promptly paid in full when due
(whether at extended maturity, as a mandatory prepayment, by acceleration, as a
mandatory cash collateralization or otherwise) in accordance with the terms of
such extension or renewal.

         (b)      Notwithstanding any provision to the contrary contained
herein or in any other of the Credit Documents or Hedging Agreements, to the
extent the obligations of a Guarantor shall be adjudicated to be invalid or
unenforceable for any reason (including, without limitation, because of any
applicable state, provincial or federal law relating to fraudulent conveyances
or transfers or the granting of financial assistance) then the obligations of
each Guarantor hereunder shall be limited to the maximum amount that is
permissible under applicable law (whether federal, state or provincial and
including, without limitation, the Bankruptcy Code). In such case or otherwise
at the request of an Agent, each Credit Party shall take such action and shall
execute and deliver all such further documents required by such Agent to cause
the obligations of such Guarantor to be enforceable to the extent required by
this Agreement.

       4.2    OBLIGATIONS UNCONDITIONAL.

         The obligations of the Guarantors under Section 4.1 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents or
Hedging Agreements, or any other agreement or instrument referred to therein,
or any substitution, release or exchange of any other guarantee of or security
for any of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section 4.2 that the obligations of each
of the Guarantors hereunder shall be absolute and unconditional under any and
all circumstances. Each Guarantor agrees that such Guarantor shall have no
right of subrogation, indemnity, reimbursement or contribution against the
Borrower or any other Guarantor for amounts paid under this Section 4 until
such time as all of the Lenders (and any Affiliates of Lenders entering into
Hedging Agreements (to the extent permitted hereunder)) have been paid in full,
all Commitments under


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<PAGE>   44

the Credit Agreement have been terminated and no Person or Governmental
Authority shall have any right to request any return or reimbursement of funds
from the Lenders in connection with monies received under the Credit Documents
or Hedging Agreements. Without limiting the generality of the foregoing, it is
agreed that, to the fullest extent permitted by law, the occurrence of any one
or more of the following shall not alter or impair the liability of any
Guarantor hereunder which shall remain absolute and unconditional as described
above:

                  (i)      at any time or from time to time, without notice to
         any Guarantor, the time for any performance of or compliance with any
         of the Guaranteed Obligations shall be extended, or such performance
         or compliance shall be waived;

                  (ii)     any of the acts mentioned in any of the provisions
         of any of the Credit Documents, any Hedging Agreement or any other
         agreement or instrument referred to in the Credit Documents or Hedging
         Agreements shall be done or omitted;

                  (iii)    the maturity of any of the Guaranteed Obligations
         shall be accelerated, or any of the Guaranteed Obligations shall be
         modified, supplemented or amended in any respect, or any right under
         any of the Credit Documents, any Hedging Agreement or any other
         agreement or instrument referred to in the Credit Documents or Hedging
         Agreements shall be waived or any other guarantee of any of the
         Guaranteed Obligations or any security therefor shall be released or
         exchanged in whole or in part or otherwise dealt with;

                  (iv)     any Lien granted to, or in favor of, any Agent or
         any Lender or Lenders as security for any of the Guaranteed
         Obligations shall fail to attach or be perfected; or

                  (v)      any of the Guaranteed Obligations shall be
         determined to be void or voidable (including, without limitation, for
         the benefit of any creditor of any Guarantor) or shall be subordinated
         to the claims of any Person (including, without limitation, any
         creditor of any Guarantor).

With respect to its obligations hereunder, each Guarantor hereby expressly
waives diligence, presentment, demand of payment, protest and all notices
whatsoever, and any requirement that the Administrative Agent or any Lender
exhaust any right, power or remedy or proceed against any Person under any of
the Credit Documents, any Hedging Agreement or any other agreement or
instrument referred to in the Credit Documents or Hedging Agreements, or
against any other Person under any other guarantee of, or security for, any of
the Guaranteed Obligations.

       4.3    REINSTATEMENT.

         (a)      The obligations of the Guarantors under this Section 4 shall
be automatically reinstated if and to the extent that for any reason any
payment by or on behalf of any Person in respect of the Guaranteed Obligations
is rescinded or must be otherwise restored by any holder of any of the
Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and each Guarantor agrees that it will indemnify
the Agents and each Lender on demand for all reasonable costs and expenses
(including, without limitation, reasonable fees and expenses of counsel)
incurred by the Agents or such Lender in connection with such rescission or
restoration, including any such costs and expenses incurred in defending
against any claim alleging that such payment constituted a preference,
fraudulent transfer or similar payment under any bankruptcy, insolvency or
similar law.

       4.4    CERTAIN ADDITIONAL WAIVERS.

         Each Guarantor agrees that such Guarantor shall have no right of
recourse to security for the Guaranteed Obligations, except through the
exercise of the rights of subrogation pursuant to Section 4.2.

       4.5    REMEDIES.

         The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Agents and the Lenders, on the
other hand, the Guaranteed Obligations may be declared to be forthwith due and
payable as provided in Section 9.2 (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section
9.2) for purposes of Section 4.1 notwithstanding any stay, injunction or other
prohibition preventing such declaration (or preventing the Guaranteed
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or the Guaranteed
Obligations being


                                       74
<PAGE>   45

deemed to have become automatically due and payable), the Guaranteed
Obligations (whether or not due and payable by any other Person) shall
forthwith become due and payable by the Guarantors for purposes of Section 4.1.

       4.6    RIGHTS OF CONTRIBUTION.

         The Guarantors hereby agree, as among themselves, that if any
Guarantor shall become an Excess Funding Guarantor (as defined below), each
other Guarantor shall, on demand of such Excess Funding Guarantor (but subject
to the succeeding provisions of this Section 4.6), pay to such Excess Funding
Guarantor an amount equal to such Guarantor's Pro Rata Share (as defined below
and determined, for this purpose, without reference to the properties, assets,
liabilities and debts of such Excess Funding Guarantor) of such Excess Payment
(as defined below). The payment obligation of any Guarantor to any Excess
Funding Guarantor under this Section 4.6 shall be subordinate and subject in
right of payment to the prior payment in full of the obligations of such
Guarantor under the other provisions of this Section 4, and such Excess Funding
Guarantor shall not exercise any right or remedy with respect to such excess
until payment and satisfaction in full of all of such obligations. For purposes
hereof, (a) "Excess Funding Guarantor" shall mean, in respect of any
obligations arising under the other provisions of this Section 4 (hereafter,
the "Guarantied Obligations"), a Guarantor that has paid an amount in excess of
its Pro Rata Share of the Guarantied Obligations; (b) "Excess Payment" shall
mean, in respect of any Guarantied Obligations, the amount paid by an Excess
Funding Guarantor in excess of its Pro Rata Share of such Guarantied
Obligations; and (c) "Pro Rata Share", for the purposes of this Section 4.6,
shall mean, for any Guarantor, the ratio (expressed as a percentage) of (i) the
amount by which the aggregate present fair saleable value of all of its assets
and properties exceeds the amount of all debts and liabilities of such
Guarantor (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of such Guarantor hereunder) to (ii)
the amount by which the aggregate present fair saleable value of all assets and
other properties of the Borrower and all of the Guarantors exceeds the amount
of all of the debts and liabilities (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of the
Borrower and the Guarantors hereunder) of the Borrower and all of the
Guarantors, all as of the Closing Date (if any Guarantor becomes a party hereto
subsequent to the Closing Date, then for the purposes of this Section 4.6 such
subsequent Guarantor shall be deemed to have been a Guarantor as of the Closing
Date and the information pertaining to, and only pertaining to, such Guarantor
as of the date such Guarantor became a Guarantor shall be deemed true as of the
Closing Date).

       4.7    CONTINUING GUARANTEE.

         The guarantee in this Section 4 is a continuing guarantee, and shall
apply to all Guaranteed Obligations whenever arising.


SECTION 5
CONDITIONS

       5.1    CONDITIONS TO CLOSING.

         This Credit Agreement shall become effective, and the initial
Extensions of Credit may be made, upon the satisfaction of the following
conditions precedent:

         (a)      Execution of Credit Agreement and Credit Documents. Receipt
by the Administrative Agent of (i) multiple counterparts of this Credit
Agreement, (ii) a Revolving Note for each Revolving Lender, (iii) a Tranche B
Term Note for each Tranche B Term Lender, (iv) multiple counterparts of the
Pledge Agreement, (v) multiple counterparts of the Security Agreement and (vi)
UCC financing statements and other documents relating to the Pledge Agreement
and the Security Agreement, if any, in each case executed by a duly authorized
officer of each party thereto and in each case conforming to the requirements
of this Credit Agreement.

         (b)      Legal Opinions. Receipt by the Administrative Agent of
multiple counterparts of opinions of counsel for the Credit Parties relating to
the Credit Documents and the transactions contemplated herein, in form and
substance satisfactory to the Administrative Agent and the Required Lenders.


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<PAGE>   46

         (c)      Absence of Legal Proceedings. The absence of any action,
suit, investigation or proceeding pending in any court or before any arbitrator
or governmental instrumentality which could reasonably be expected to have a
Material Adverse Effect.

         (d)      Corporate Documents. Receipt by the Administrative Agent of
the following (or their equivalent) for each of the Credit Parties:

                  (i)      Resolutions. Copies of resolutions of the board of
         directors approving and adopting the respective Credit Documents, the
         transactions contemplated therein and authorizing execution and
         delivery thereof, certified by a secretary or assistant secretary as
         of the Closing Date to be true and correct and in force and effect as
         of such date.

                  (ii)     Good Standing. Copies, where applicable, of (A)
         certificates of good standing, existence or its equivalent certified
         as of a recent date by the appropriate governmental authorities of the
         state of incorporation and (B) certificates indicating payment of all
         corporate franchise taxes certified as of a recent date by the
         appropriate governmental taxing authorities of the state of
         incorporation.

                  (iii)    Officer's Certificate. An officer's certificate for
         each of the Credit Parties dated as of the Closing Date substantially
         in the form of Schedule 5.1(f)(iii)-1 or Schedule 5.1(f)(iii)-2, as
         appropriate, in each case with appropriate insertions and attachments.

         (e)      Officer's Certificate. The Borrower shall have delivered to
the Administrative Agent and to the Trustee under the Senior Subordinated Note
Indenture a certificate of a Responsible Officer of the Borrower to the effect
that the acceptance by the Borrower of the Tranche B Term Loan does not violate
the provisions of Section 4.11 of the Senior Subordinated Note Indenture.

         (f)      Fees. Receipt of all fees, if any, owing pursuant to the
Administrative Agent's Fee Letter, Section 3.5 or otherwise.

         (g)      Section 5.2 Conditions. The conditions specified in Section
5.2 shall be satisfied.

       5.2    CONDITIONS TO ALL EXTENSIONS OF CREDIT.

         The obligation of each Lender to make any Extension of Credit
hereunder (including the initial Extension of Credit to be made hereunder) is
subject to the satisfaction of the following conditions precedent on the date
of making such Extension of Credit:

         (a)      Representations and Warranties. The representations and
warranties made by the Credit Parties herein and in the other Credit Documents
and which are contained in any certificate furnished at any time under or in
connection herewith shall be true and correct in all material respects on and
as of the date of such Extension of Credit as if made on and as of such date
(except for those which expressly relate to an earlier date and those which are
untrue solely as a result of a change permitted by this Agreement).

         (b)      No Default or Event of Default. No Default or Event of
Default shall have occurred and be continuing on such date or after giving
effect to the Extension of Credit to be made on such date unless such Default
or Event of Default shall have been waived in accordance with this Credit
Agreement.

         (c)      Officer's Certificate. If after giving effect to such
Extension of Credit, the aggregate principal amount of the Revolving
Obligations will exceed $100,000,000 (as such amount may be reduced pursuant to
clause (ii) of the definition of "Permitted Indebtedness" in the Senior
Subordinated Note Indenture, the Borrower shall have delivered to the
Administrative Agent and to the Trustee under the Senior Subordinated Note
Indenture a certificate of a Responsible Officer of the Borrower to the effect
that the acceptance by the Borrower of such Extension of Credit does not
violate the provisions of Section 4.11 of the Senior Subordinated Note
Indenture.

         (d)      Additional Conditions to Revolving Loans. If a Revolving Loan
is requested pursuant to Section 2.1, all conditions set forth in Section 2
shall have been satisfied.


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<PAGE>   47

         (e)      Additional Conditions to Letters of Credit. If the issuance
of a Letter of Credit is requested pursuant to Section 2.1, all conditions set
forth in Section 2 shall have been satisfied.

         (f)      Additional Conditions to Swingline Loans. If a Swingline Loan
is requested pursuant to Section 2.1, all conditions set forth in Section 2
shall have been satisfied.

         (g)      Additional Conditions to Tranche B Term Loan. If the Tranche
B Term Loan is requested pursuant to Section 2.1, all conditions set forth in
Section 2 shall have been satisfied.

         Each request for Extension of Credit (including extensions of
Eurodollar Loans and conversions of Base Rate Loans into Eurodollar Loans) and
each acceptance by the Borrower of an Extension of Credit (including extensions
of Eurodollar Loans and conversions of Base Rate Loans into Eurodollar Loans)
shall be deemed to constitute a representation and warranty by the Borrower as
of the date of such Extension of Credit that the applicable conditions in
paragraphs (a) and (b), and in (c), (d), (e), (f) or (g) of this subsection
have been satisfied.


SECTION 6
REPRESENTATIONS AND WARRANTIES

         To induce the Lenders to enter into this Credit Agreement and to make
Extensions of Credit, each of the Credit Parties hereby represents and warrants
to the Administrative Agent and to each Lender that:

       6.1    FINANCIAL CONDITION.

         Each of the financial statements described below (copies of which have
heretofore been provided to the Administrative Agent for distribution to the
Lenders), have been prepared in accordance with GAAP consistently applied
throughout the periods covered thereby, are complete and correct in all
material respects and present fairly the financial condition and results from
operations of the entities and for the periods specified (subject in the case
of interim company-prepared statements to normal year-end adjustments and the
absence of footnotes):

         (i)      audited consolidated and consolidating balance sheets for the
members of the Consolidated Group for the fiscal years ended December 31, 1998
and December 31, 1999, together with related audited consolidated and
consolidating statements of operations, shareholders equity and cash flows for
such fiscal years, in each case certified by Arthur Andersen LLP, certified
public accountants; and

         (ii)     after the Closing Date, the annual and quarterly financial
statements provided in accordance with Sections 7.1(a) and (b).

       6.2    NO CHANGES OR RESTRICTED PAYMENTS.

         Since December 31, 1999, (a) there has been no circumstance,
development or event relating to or affecting the members of the Consolidated
Group which has had or would be reasonably expected to have a Material Adverse
Effect, and (b) except as permitted herein, no Restricted Payments have been
made or declared by any members of the Consolidated Group.

       6.3    ORGANIZATION; EXISTENCE; COMPLIANCE WITH LAW.

         Each of the Credit Parties (a) is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or
organization, except to the extent that the failure to be in good standing
would not, in the aggregate, have a Material Adverse Effect, (b) has the
corporate or other necessary power and authority, and the legal right to own
and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, (c) is duly qualified as
a foreign entity and in good standing under the laws of each jurisdiction where
its ownership, lease or operation of property or the conduct of its business
requires such qualification, other than in such jurisdictions where the failure
to be so qualified and in good standing would not, in the aggregate, have a
Material Adverse Effect, and (d) is in compliance with its certificate of
incorporation and bylaws (or other organizational or


                                      77
<PAGE>   48

governing documents) and all Requirements of Law, except to the extent that the
failure to comply therewith would not, in the aggregate, be reasonably expected
to have a Material Adverse Effect.

       6.4    POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

         Each of the Credit Parties has the corporate or other necessary power
and authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party and has taken all necessary corporate or other
action to authorize the execution, delivery and performance by it of the Credit
Documents to which it is a party. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with acceptance of extensions of credit
or the making of the guaranties hereunder or with the execution, delivery or
performance of any Credit Documents by the Credit Parties (other than those
which have been obtained, such filings as are required by the Securities and
Exchange Commission and to fulfill other reporting requirements with
Governmental Authorities) or with the validity or enforceability of any Credit
Document against the Credit Parties (except such filings as are necessary in
connection with the perfection of the Liens created by such Credit Documents).
Each Credit Document to which it is a party constitutes a legal, valid and
binding obligation of such Credit Party enforceable against such Credit Party
in accordance with their respective terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).

       6.5    NO LEGAL BAR.

         The execution, delivery and performance of the Credit Documents, the
borrowings hereunder and the use of the Extensions of Credit will not violate
any Requirement of Law, the certificate of incorporation or bylaws (or other
organizational or governing documents) or any Contractual Obligation of any
Credit Party (except those as to which waivers or consents have been obtained),
and will not result in, or require, the creation or imposition of any Lien on
any of its respective properties or revenues pursuant to any Requirement of
Law, its certificate of incorporation or bylaws (or other organizational or
governing documents) or Contractual Obligation other than the Liens arising
under or contemplated in connection with the Credit Documents. No member of the
Consolidated Group is in default under or with respect to any of its
Contractual Obligations in any respect which would reasonably be expected to
have a Material Adverse Effect.

       6.6    NO MATERIAL LITIGATION.

         No claim, litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best knowledge of
the Credit Parties, threatened by or against, any members of the Consolidated
Group or against any of their respective properties or revenues which (a)
purports to affect the legality, validity or enforceability of any of the
Credit Documents and which is reasonably likely to be adversely determined, or
(b) is reasonably likely to have a Material Adverse Effect.

       6.7    NO DEFAULT.

         No Default or Event of Default has occurred and is continuing.

       6.8    OWNERSHIP OF PROPERTY; LIENS.

         Each of the Credit Parties has good record and marketable title in fee
simple to, or (subject to the documentation of certain agreed-upon leases
between certain Credit Parties and certain of the shareholders or principals of
the corresponding Founding Companies) a valid leasehold interest in, all its
real property material to the Consolidated Group, and good title to, or a valid
leasehold interest in, all its other property material to the Consolidated
Group, and none of such property is subject to any Lien, except for Permitted
Liens.

       6.9    INTELLECTUAL PROPERTY.

         Each of the members of the Consolidated Group owns, or has the legal
right to use, the Intellectual Property necessary for each of them to conduct
its business as currently conducted, except for those the failure to own or
have such legal right to use would not be reasonably expected to have a
Material Adverse Effect. No claim has been asserted and is pending by any
Person challenging or questioning the use of any such Intellectual Property or
the validity or


                                      78
<PAGE>   49

effectiveness of any such Intellectual Property, nor does any Credit Party know
of any such claim, and the use of such Intellectual Property by the members of
the Consolidated Group does not infringe on the rights of any Person, except
for such claims and infringements that in the aggregate, would not be
reasonably expected to have a Material Adverse Effect.

       6.10   NO BURDENSOME RESTRICTIONS.

         Neither the certificate of incorporation or bylaws (or other
organizational or governing documents) nor any Requirement of Law or
Contractual Obligation of the members of the Consolidated Group would be
reasonably expected to have a Material Adverse Effect.

       6.11   TAXES.

         Each of the Credit Parties has filed or caused to be filed all United
States federal income tax returns and all other material tax returns which, to
the best knowledge of the Credit Parties, are required to be filed and has paid
(a) all taxes shown to be due and payable on said returns or (b) all taxes
shown to be due and payable on any assessments of which it has received notice
made against it or any of its property and all other taxes, fees or other
charges imposed on it or any of its property by any Governmental Authority
(other than any (i) taxes, fees or other charges with respect to which the
failure to pay, in the aggregate, would not have a Material Adverse Effect or
(ii) taxes, fees or other charges the amount or validity of which are currently
being contested and with respect to which reserves in conformity with GAAP have
been provided on the books of such Person), and no tax Lien has been filed
(other than tax Liens which, in the aggregate, would not have a Material
Adverse Effect), and, to the best knowledge of the Credit Parties, no claim is
being asserted, with respect to any such tax, fee or other charge (other than
such claims which, in the aggregate, would not have a Material Adverse Effect).

       6.12   ERISA

         Except as would not reasonably be expected to have a Material Adverse
Effect:

         (a)      During the five-year period prior to the date on which this
representation is made or deemed made: (i) no ERISA Event has occurred, and, to
the best knowledge of the Credit Parties, no event or condition has occurred or
exists as a result of which any ERISA Event could reasonably be expected to
occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as
such term is defined in Section 302 of ERISA and Section 412 of the Internal
Revenue Code, whether or not waived, has occurred with respect to any Plan;
(iii) each Plan has been maintained, operated, and funded in compliance with
its own terms and in material compliance with the provisions of ERISA, the
Internal Revenue Code, and any other applicable federal or state laws; and (iv)
no lien in favor of the PBGC or a Plan has arisen or is reasonably likely to
arise on account of any Plan.

         (b)      The actuarial present value of all "benefit liabilities" (as
defined in Section 4001(a)(16) of ERISA), whether or not vested, under each
Single Employer Plan, as of the last annual valuation date prior to the date on
which this representation is made or deemed made (determined, in each case, in
accordance with Financial Accounting Standards Board Statement 87, utilizing
the actuarial assumptions used in such Plan's most recent actuarial valuation
report), did not exceed as of such valuation date the fair market value of the
assets of such Plan.

         (c)      No member of the Consolidated Group nor any ERISA Affiliate
has incurred, or, to the best knowledge of the Credit Parties, could be
reasonably expected to incur, any withdrawal liability under ERISA to any
Multiemployer Plan or Multiple Employer Plan. No member of the Consolidated
Group nor any ERISA Affiliate would become subject to any withdrawal liability
under ERISA if any member of the Consolidated Group or any ERISA Affiliate were
to withdraw completely from all Multiemployer Plans and Multiple Employer Plans
as of the valuation date most closely preceding the date on which this
representation is made or deemed made. No member of the Consolidated Group nor
any ERISA Affiliate has received any notification that any Multiemployer Plan
is in reorganization (within the meaning of Section 4241 of ERISA), is
insolvent (within the meaning of Section 4245 of ERISA), or has been terminated
(within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the
best knowledge of the Credit Parties, reasonably expected to be in
reorganization, insolvent, or terminated.

         (d)      No prohibited transaction (within the meaning of Section 406
of ERISA or Section 4975 of the Internal Revenue Code) or breach of fiduciary
responsibility has occurred with respect to a Plan which has subjected or


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<PAGE>   50

may subject any member of the Consolidated Group or any ERISA Affiliate to any
liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975
of the Internal Revenue Code, or under any agreement or other instrument
pursuant to which any member of the Consolidated Group or any ERISA Affiliate
has agreed or is required to indemnify any person against any such liability.

         (e)      No member of the Consolidated Group nor any ERISA Affiliates
has any material liability with respect to "expected post-retirement benefit
obligations" within the meaning of the Financial Accounting Standards Board
Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of
ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Internal
Revenue Code apply has been administered in compliance in all material respects
of such sections.

       6.13   GOVERNMENTAL REGULATIONS, ETC.

         (a)      No part of the proceeds of the Extensions of Credit hereunder
will be used, directly or indirectly, for the purpose of purchasing or carrying
any "margin stock" within the meaning of Regulation U. If requested by any
Lender or the Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-1 referred to in said Regulation
U. No indebtedness being reduced or retired out of the proceeds of the
Extensions of Credit hereunder was or will be incurred for the purpose of
purchasing or carrying any margin stock within the meaning of Regulation U or
any "margin security" within the meaning of Regulation T. "Margin stock" within
the meanings of Regulation U does not constitute more than 25% of the value of
the consolidated assets of the Borrower and its Subsidiaries. None of the
transactions contemplated by this Credit Agreement (including, without
limitation, the direct or indirect use of the proceeds of the Loans) will
violate or result in a violation of the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, or regulations issued pursuant
thereto, or Regulation T, U or X.

         (b)      None of the members of the Consolidated Group is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act or the Investment Company Act of 1940, each as amended. In addition,
none of the members of the Consolidated Group is (i) an "investment company"
registered or required to be registered under the Investment Company Act of
1940, as amended, and is not controlled by such a company, or (ii) a "holding
company", or a "subsidiary company" of a "holding company", or an "affiliate"
of a "holding company" or of a "subsidiary" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

         (c)      No director, executive officer or principal shareholder of
any member of the Consolidated Group is a director, executive officer or
principal shareholder of any Lender. For the purposes hereof the terms
"director", "executive officer" and "principal shareholder" (when used with
reference to any Lender) have the respective meanings assigned thereto in
Regulation O.

       6.14   SUBSIDIARIES.

         Set forth on Schedule 6.14 are all the Subsidiaries of the Borrower at
the Closing Date, the jurisdiction of their incorporation and the direct or
indirect ownership interest of the Borrower therein.

       6.15   PURPOSE OF EXTENSIONS OF CREDIT.

         The Extensions of Credit shall be used (i) to refinance existing
Funded Debt, (ii) to finance working capital, capital expenditures and other
lawful corporate purposes, including Permitted Acquisitions.

       6.16   ENVIRONMENTAL MATTERS.

         Except as would not reasonably be expected to have a Material Adverse
Effect:

         (a)      Each of the facilities and properties owned, leased or
operated by the members of the Consolidated Group (the "Properties") and all
operations at the Properties are in compliance with all applicable
Environmental Laws, and there is no violation of any Environmental Law with
respect to the Properties or the businesses operated by the members of the
Consolidated Group (the "Businesses"), and there are no conditions relating to
the Businesses or Properties that could give rise to liability under any
applicable Environmental Laws.


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<PAGE>   51

         (b)      None of the Properties contains, or has previously contained,
any Materials of Environmental Concern at, on or under the Properties in
amounts or concentrations that constitute or constituted a violation of, or
could give rise to liability under, Environmental Laws.

         (c)      None of the members of the Consolidated Group has received
any written or verbal notice of, or inquiry from any Governmental Authority
regarding, any violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Businesses, nor
does any member of the Consolidated Group have knowledge or reason to believe
that any such notice will be received or is being threatened.

         (d)      Materials of Environmental Concern have not been transported
or disposed of from the Properties, or generated, treated, stored or disposed
of at, on or under any of the Properties or any other location, in each case by
or on behalf any members of the Consolidated Group in violation of, or in a
manner that would be reasonably likely to give rise to liability under, any
applicable Environmental Law.

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

         (f)      There has been no release or, threat of release of Materials
of Environmental Concern at or from the Properties, or arising from or related
to the operations (including, without limitation, disposal) of any member of
the Consolidated Group in connection with the Properties or otherwise in
connection with the Businesses, in violation of or in amounts or in a manner
that could give rise to liability under Environmental Laws.

       6.17   LOCATION OF INVENTORY AND CHIEF EXECUTIVE OFFICE.

         (a)      Set forth on Schedule 6.17(a) are locations, including street
address and state, where at least eighty percent (80%) of the inventory of the
Credit Parties is located. No Credit Party has moved any of its inventory from
a location identified for such Credit Party on Schedule 6.17(a) to another
location identified for a different Credit Party on Schedule 6.17(a) unless
title to such inventory has passed to the different Credit Party or the
Administrative Agent received 30 days' prior written notice thereof.

         (b)      Set forth on Schedule 6.17(b) is the location, including
street address and state, of the chief executive office and principal place of
business of each Credit Party.


SECTION 7
AFFIRMATIVE COVENANTS

         Each of the Credit Parties covenants and agrees that on the Closing
Date, and so long as this Credit Agreement is in effect and until the
Commitments have been terminated, no Obligations remain outstanding and all
amounts owing hereunder or in connection herewith have been paid in full,
unless the Required Lenders otherwise consent in writing, the Borrower shall,
and, in the case of Sections 7.4, 7.5, 7.6, 7.7 and 7.8 below, each Credit
Party shall and shall cause each of its Domestic Subsidiaries to:

       7.1    FINANCIAL STATEMENTS.

         Furnish, or cause to be furnished, to the Administrative Agent and
Lenders:

                  (a)      Audited Financial Statements. As soon as available,
         but in any event within 95 days after the end of each fiscal year, an
         audited consolidated balance sheet of the Consolidated Group as of the
         end of the fiscal year and the related consolidated statements of
         operations, shareholders' equity and cash flows for the year, audited
         by Arthur Andersen LLP, or other firm of independent certified public
         accountants of nationally recognized standing reasonably acceptable to
         the Required Lenders, setting forth in each case in


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<PAGE>   52

         comparative form the figures for the previous year, reported without a
         "going concern" or like qualification or exception, or qualification
         indicating that the scope of the audit was inadequate to permit such
         independent certified public accountants to certify such financial
         statements without such qualification.

                  (b)      Company-Prepared Financial Statements. As soon as
         available, but in any event

                           (i)      within 50 days after the end of each of the
                  first three fiscal quarters, a company-prepared consolidated
                  and consolidating balance sheet of the Consolidated Group as
                  of the end of the quarter and related company-prepared
                  consolidated and consolidating statements of operations,
                  shareholders' equity and cash flows for such quarterly period
                  and for the fiscal year to date;

                           (ii)     within 30 days prior to the end of each
                  fiscal year, an annual business plan and budget for the
                  members of the Consolidated Group, containing, among other
                  things, projected financial statements for the next fiscal
                  year,

         in each case setting forth in comparative form the consolidated and
         consolidating figures for the corresponding period or periods of the
         preceding fiscal year or the portion of the fiscal year ending with
         such period, as applicable, in each case subject to normal year-end
         audit adjustments.

                  (c)      Borrowing Base Certificate. Within 30 days after the
         end of each calendar month, a statement of the Borrowing Base and its
         components as of the end of such calendar month, in form and content
         satisfactory to the Administrative Agent and certified by the chief
         financial officer, chief accounting officer, treasurer or assistant
         treasurer of the Borrower to be true and correct as of the date
         thereof (the "Borrowing Base Certificate").

         All such financial statements shall be complete and correct in all
         material respects (subject, in the case of interim statements, to
         normal year-end audit adjustments) and shall be prepared in reasonable
         detail and, in the case of the annual and quarterly financial
         statements provided in accordance with subsections (a) and (b) above,
         in accordance with GAAP applied consistently throughout the periods
         reflected therein and further accompanied by a description of, and an
         estimation of the effect on the financial statements on account of,
         any change in the application of accounting principles as provided in
         Section 1.3(a).

       7.2    CERTIFICATES; OTHER INFORMATION.

         Furnish, or cause to be furnished, to the Administrative Agent and the
Lenders:

                  (a)      Accountant's Certificate and Reports. Concurrently
         with the delivery of the financial statements referred to in
         subsection 7.1(a) above, a certificate of the independent certified
         public accountants reporting on such financial statements stating that
         in the course of performing their audit, nothing came to their
         attention that caused them to believe the Borrower was not in
         compliance with the financial covenants contained in Section 7.9 below
         insofar as such covenants relate to accounting matters, except as
         specified in such certificate.

                  (b)      Officer's Compliance Certificate. Concurrently with
         the delivery of the financial statements referred to in Sections
         7.1(a) and 7.1(b) above, a certificate of a Responsible Officer
         stating that, to the best of such Responsible Officer's knowledge and
         belief, (i) the financial statements fairly present in all material
         respects the financial condition of the parties covered by such
         financial statements, (ii) during such period the Credit Parties have
         observed or performed in all material respects the covenants and other
         agreements hereunder and under the other Credit Documents relating to
         them, and satisfied in all material respects the conditions contained
         in this Credit Agreement to be observed, performed or satisfied by
         them, and (iii) such Responsible Officer has obtained no knowledge of
         any Default or Event of Default except as specified in such
         certificate. Such certificate shall include the calculations required
         to indicate compliance with Section 7.9. A form of Officer's
         Certificate is attached as Schedule 7.2(b).

                  (c)      Accountants' Reports. Promptly upon receipt, a copy
         of any final (as distinguished from a preliminary or discussion draft)
         "management letter" or other similar report submitted by independent


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<PAGE>   53

         accountants or financial consultants to the members of the
         Consolidated Group in connection with any annual, interim or special
         audit.

                  (d)      Public Information. Within thirty days after the
         same are sent, copies of all reports (other than those otherwise
         provided pursuant to Section 7.1) and other financial information
         which the Borrower sends to its public stockholders, and within thirty
         days after the same are filed, copies of all financial statements and
         non-confidential reports which the Borrower may make to, or file with,
         the SEC.

                  (e)      Change in Debt Rating. Within three (3) Business
         Days after the date of any change in the Debt Rating by S&P or
         Moody's, written notice of such change and the new Debt Rating.

                  (f)      Other Information. Promptly, such additional
         financial and other information as the Administrative Agent, at the
         request of any Lender, may from time to time reasonably request.

       7.3    NOTICES.

         Give notice to the Administrative Agent (which shall promptly transmit
such notice to each Lender) of:

                  (a)      Defaults. Immediately (and in any event within five
         (5) Business Days) after any Responsible Officer knows or has reason
         to know thereof, the occurrence of any Default or Event of Default.

                  (b)      Contractual Obligations. Promptly (and in any event
         within ten (10) Business Days) after any Responsible Officer knows or
         has reason to know of the occurrence of any default or event of
         default under any Contractual Obligation of any member of the
         Consolidated Group which would reasonably be expected to have a
         Material Adverse Effect.

                  (c)      Legal Proceedings. Promptly (and in any event within
         ten (10) Business Days) after any Responsible Officer knows or has
         reason to know of any litigation, or any investigation or proceeding
         (including without limitation, any environmental proceeding), or any
         material development in respect thereof, affecting any member of the
         Consolidated Group which, if adversely determined, would reasonably be
         expected to have a Material Adverse Effect.

                  (d)      ERISA. Promptly (and in any event within thirty (30)
         Business Days) after any Responsible Officer knows or has reason to
         know of (i) any event or condition, including, but not limited to, any
         Reportable Event, that constitutes, or might reasonably lead to, an
         ERISA Event; (ii) with respect to any Multiemployer Plan, the receipt
         of notice as prescribed in ERISA or otherwise of any withdrawal
         liability assessed against any of their ERISA Affiliates, or of a
         determination that any Multiemployer Plan is in reorganization or
         insolvent (both within the meaning of Title IV of ERISA); (iii) the
         failure to make full payment on or before the due date (including
         extensions) thereof of all amounts which the members of the
         Consolidated Group or any ERISA Affiliate are required to contribute
         to each Plan pursuant to its terms and as required to meet the minimum
         funding standard set forth in ERISA and the Internal Revenue Code with
         respect; or (iv) any change in the funding status of any Plan that
         reasonably could be expected to have a Material Adverse Effect;
         together with a description of any such event or condition or a copy
         of any such notice and a statement by the chief financial officer of
         the Borrower briefly setting forth the details regarding such event,
         condition, or notice, and the action, if any, which has been or is
         being taken or is proposed to be taken by the Credit Parties with
         respect thereto. Promptly upon request, the members of the
         Consolidated Group shall furnish the Administrative Agent and the
         Lenders with such additional information concerning any Plan as may be
         reasonably requested, including, but not limited to, copies of each
         annual report/return (Form 5500 series), as well as all schedules and
         attachments thereto required to be filed with the Department of Labor
         and/or the Internal Revenue Service pursuant to ERISA and the Internal
         Revenue Code, respectively, for each "plan year" (within the meaning
         of Section 3(39) of ERISA).

                  (f)      Other. Promptly (and in any event within ten (10)
         Business Days), any other development or event which a Responsible
         Officer determines could reasonably be expected to have a Material
         Adverse Effect.


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<PAGE>   54

Each notice pursuant to this subsection shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the relevant Credit Parties propose to take
with respect thereto.

       7.4    PAYMENT OF OBLIGATIONS.

         Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, in accordance with prudent business
practice (subject, where applicable, to specified grace periods) all material
obligations of each Credit Party of whatever nature and any additional costs
that are imposed as a result of any failure to so pay, discharge or otherwise
satisfy such obligations, except when the amount or validity of such
obligations and costs is currently being contested in good faith by appropriate
proceedings and reserves, if applicable, in conformity with GAAP with respect
thereto have been provided on the books of the Consolidated Group, as the case
may be.

       7.5    CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.

         Continue to engage in business of the same general type as conducted
on the Closing Date by the Borrower and the other Credit Parties, taken as a
whole, and similar or related businesses (including, without limitation, the
provision of any services to rail transportation businesses); preserve, renew
and keep in full force and effect its corporate existence except as otherwise
permitted by this Credit Agreement and take all reasonable action to maintain
all rights, privileges, licenses and franchises necessary or desirable in the
normal conduct of its business except to the extent that failure to comply
therewith would not, in the aggregate, have a Material Adverse Effect; and
comply with all Contractual Obligations, its certificate of incorporation or
bylaws (or other organizational or governing documents) and all Requirements of
Law applicable to it except to the extent that failure to comply therewith
would not, in the aggregate, have a Material Adverse Effect.

       7.6    MAINTENANCE OF PROPERTY; INSURANCE.

         Keep all material property useful and necessary in its business in
reasonably good working order and condition (ordinary wear and tear excepted)
except to the extent that failure to comply therewith would not, in the
aggregate, have a Material Adverse Effect; maintain with financially sound and
reputable insurance companies casualty, liability and such other insurance
(which may include plans of self-insurance) with such coverage and deductibles,
and in such amounts as may be consistent with prudent business practice and in
any event consistent with normal industry practice (except to any greater
extent as may be required by the terms of any of the other Credit Documents);
and furnish to the Administrative Agent or the Collateral Agent, upon written
request, full information as to the insurance carried.

       7.7    INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.

         (a)      Keep proper books of records and account in which full, true
and correct entries in conformity with GAAP and all Requirements of Law shall
be made of all dealings and transactions in relation to its businesses and
activities;

         (b)      Permit, during regular business hours and upon reasonable
notice to a Responsible Officer by the Administrative Agent, the Administrative
Agent, and its representatives, to visit and inspect any of its properties and
examine and make abstracts (including photocopies) from any of its books and
records (other than materials protected by the attorney-client privilege and
materials which the Credit Parties may not disclose without violation of a
confidentiality obligation binding upon them);

         (c)      Permit the Administrative Agent and the Lenders to discuss
the business, operations, properties and financial and other condition of the
Credit Parties with officers and employees of the Borrower and, so long as any
discussion takes place in the presence of a Responsible Officer, with officers
and employees of the Credit Parties and with the Borrower's independent
certified public accountants; and


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<PAGE>   55

         (d)      Permit the Administrative Agent, on behalf of the Lenders,
and its representatives (including representatives of the Lenders), to conduct
an annual audit of the inventory and receivables of the Credit Parties, at the
expense of the Borrower.

         The cost of the inspection referred to in clause (b) above shall be
for the account of the Administrative Agent unless an Event of Default has
occurred and is continuing, in which case the cost of such inspection shall be
for the account of the Credit Parties.

       7.8    ENVIRONMENTAL LAWS.

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

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

       7.9    FINANCIAL COVENANTS.

         Comply with the following financial covenants (each of which shall be
computed in accordance with Section 1.3(b), to the extent applicable):

         (a)      Consolidated Total Leverage Ratio. As of the end of each
fiscal quarter of the members of the Consolidated Group, the Consolidated Total
Leverage Ratio shall not be greater than 4.0:1.0.

         (b)      Consolidated Senior Leverage Ratio. As of the end of each
fiscal quarter of the members of the Consolidated Group, the Consolidated
Senior Leverage Ratio shall not be greater than 2.5:1.0.

         (c)      Consolidated Net Worth. As of the end of each fiscal quarter
of the members of the Consolidated Group, Consolidated Net Worth shall be not
less than the sum of $110,000,000 plus on the last day of each fiscal quarter
to end after December 31, 1999, seventy-five percent (75%) of Consolidated Net
Income for the fiscal quarter (but not less than zero), such increases to be
cumulative, plus one hundred percent (100%) of any increases in Consolidated
Net Worth resulting from Equity Transactions occurring after the Closing Date.

         (d)      Consolidated Fixed Charge Coverage Ratio. As of the end of
each fiscal quarter of the members of the Consolidated Group, the Consolidated
Fixed Charge Coverage Ratio shall not be less than 1.75:1.0.

         (e)      Consolidated Capital Expenditures. Consolidated Capital
Expenditures for any fiscal year shall not exceed an amount equal to the
greater of (a) five percent (5%) of revenues of the Consolidated Group
determined on a consolidated basis in accordance with GAAP for such fiscal year
or (b) $25,000,000.

       7.10   ADMINISTRATIVE FEES.

         Pay to the Administrative Agent the Administrative Agent's Fees and
comply with the other agreements provided for in the Administrative Agent's Fee
Letter.

       7.11   ADDITIONAL GUARANTIES AND STOCK PLEDGES.

         (a)      Domestic Subsidiaries. Where Domestic Subsidiaries which are
not Guarantors (the "Non-Guarantor Domestic Subsidiaries") shall at any time
(the "Threshold Requirement"):


                                      85
<PAGE>   56

                  (i)      in any instance for any such Non-Guarantor Domestic
         Subsidiary, constitute more than five percent (5%) of consolidated
         assets for the Consolidated Group as of the end of the immediately
         preceding fiscal quarter or generate more than five percent (5%) of
         consolidated revenues for the Consolidated Group for the period of
         four consecutive fiscal quarters ending as of the end of the
         immediately preceding fiscal quarter, or

                  (ii)     in the aggregate for all such Non-Guarantor Domestic
         Subsidiaries, constitute more than ten percent (10%) of consolidated
         assets for the Consolidated Group as of the end of the immediately
         preceding fiscal quarter or generate more than ten percent (10%) of
         consolidated revenues for the Consolidated Group for the period of
         four consecutive fiscal quarters ending as of the end of the
         immediately preceding fiscal quarter,

then the Borrower shall (i) notify the Administrative Agent thereof within 10
days after a Responsible Officer has knowledge thereof, and (ii) within 45 days
thereafter, (A) cause each such Domestic Subsidiary to become a Guarantor by
execution of a Joinder Agreement, such that immediately after joinder as a
Guarantor, the remaining Non-Guarantor Domestic Subsidiaries shall not in any
instance, or collectively, exceed the Threshold Requirement, (B) deliver with
the Joinder Agreement such supporting resolutions, incumbency certificates,
corporate formation and organizational documentation and opinions of counsel as
the Administrative Agent may reasonably request, and (C) deliver stock
certificates and related pledge agreements or pledge joinder agreements
evidencing the pledge of 100% of the capital stock of each Domestic Subsidiary
(whether or not it is a Guarantor) as security for the obligations of the
Borrower under the Credit Documents, together with undated stock transfer
powers executed in blank.

         (b)      Foreign Subsidiaries. At any time that the Foreign
Subsidiaries shall in the aggregate generate more than either (each a "Foreign
Threshold") ten percent (10%) of consolidated revenues for the Consolidated
Group on a consolidated basis for the period of four consecutive fiscal
quarters ending as of the end of the immediately preceding fiscal quarter or
more than ten percent (10%) of Consolidated EBITDA for the period of four
consecutive fiscal quarters ending as of the end of the immediately preceding
fiscal quarter, then the Borrower shall (i) notify the Administrative Agent
thereof within 10 days after a Responsible Officer has knowledge thereof, and
(ii) within 45 days thereafter, cause (A) delivery of supporting resolutions,
incumbency certificates, corporation formation and organizational documentation
and opinions of counsel as the Administrative Agent may reasonably request, and
(B) delivery of stock certificates (where required for perfection under local
law) and a related pledge agreement or pledge joinder agreement evidencing the
pledge of 66% (or such greater percentage which would not result in material
adverse tax consequences) of the issued and outstanding capital stock entitled
to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of
the issued and outstanding capital stock not entitled to vote (within the
meaning of Treas. Reg. Section 1.956-2(c)(2)) of each Foreign Subsidiary
directly owned by a Credit Party, such that immediately after such pledge, the
Foreign Subsidiaries whose capital stock has not been pledged pursuant to this
clause (b) shall not exceed the Foreign Threshold, in each case to secure the
obligations of the Borrower under the Credit Documents and in each case
together with undated stock transfer powers executed in blank and other
ancillary documents reasonably requested by the Collateral Agent; provided,
however, that to the extent any capital stock of any Foreign Subsidiary is
pledged, or required to be pledged, as security for any working capital
facility extended to any Foreign Subsidiary, (I) such capital stock shall not
be required to be pledged as security for the obligations of the Borrower under
the Credit Documents and (II) to the extent any such capital stock has already
been pledged as security for the obligations of the Borrower under the Credit
Documents, the Administrative Agent shall execute releases (and similar
agreements) necessary to release such pledge and shall return such capital
stock to the owner thereof.

         (c)      Guaranties Given in respect of Other Indebtedness.
Notwithstanding anything to the contrary contained herein, the Borrower will
promptly provide, or cause to be provided, to the Administrative Agent,
appropriate Joinder Agreements from any Subsidiary or Affiliate of the Borrower
which shall give a guaranty in respect of the Senior Subordinated Notes,
together with the other items referenced in subsections (a) and (b) above.

       7.12   OWNERSHIP OF SUBSIDIARIES.

         Except to the extent otherwise permitted in Section 8.6, the Borrower
shall, directly or indirectly, own at all times 100% of the Voting Stock of
each of its Subsidiaries.


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<PAGE>   57

       7.13   USE OF PROCEEDS.

         Extensions of Credit will be used solely for the purposes provided in
Section 6.15.

       7.14   LOCATION OF INVENTORY.

         (a)      Updates to Schedule 6.17(a). If at any time at least eighty
percent (80%) of the inventory of the Credit Parties is not located at the
locations set forth on Schedule 6.17(a), then the Borrower shall promptly
provide to the Administrative Agent a written update to Schedule 6.17 such that
such schedule, as updated, identifies locations at which at least eighty
percent (80%) of the inventory of the Credit Parties is located. If at any time
more than (10%) of the inventory of the Credit Parties is held by CPI Concrete
Products, Incorporated, in the State of Tennessee, then the Borrower shall
promptly notify the Administrative Agent thereof and shall provide the
Administrative Agent with such information regarding the location of other
inventory and other Collateral as the Administrative Agent may reasonably
request. In addition, the Borrower shall provide thirty days prior written
notice to the Administrative Agent prior to moving inventory from a location
identified on Schedule 6.17(a) to another location owned by another Credit
Party identified on Schedule 6.17(a).

         (b)      Additional Locations. Upon the request of the Administrative
Agent, the Borrower shall, within ten (10) Business Days of such request,
provide to the Administrative Agent a written schedule of the locations,
including street address and state, where any of the Collateral is located.


SECTION 8
NEGATIVE COVENANTS

         Each of the Credit Parties covenants and agrees that on the Closing
Date, and so long as this Credit Agreement is in effect and until the
Commitments have been terminated, no Obligations remain outstanding and all
amounts owing hereunder or in connection herewith, have been paid in full,
unless the Required Lenders otherwise consent in writing, each Credit Party
shall not and shall not permit any of its Domestic Subsidiaries to:

       8.1    INDEBTEDNESS.

         Contract, create, incur, assume or permit to exist any Indebtedness,
except:

                  (a)      Indebtedness arising or existing under this Credit
         Agreement and the other Credit Documents;

                  (b)      Indebtedness set forth in Schedule 8.1, and
         renewals, refinancings and extensions thereof on terms and conditions
         consistent with then prevailing market standards for such existing
         Indebtedness;

                  (c)      Indebtedness (including Capital Lease Obligations)
         incurred to provide all or a portion of the purchase price or costs of
         construction of an asset or, in the case of a sale/leaseback
         transaction as described in Section 8.9, to finance the value of such
         asset owned by a member of the Consolidated Group, provided that (i)
         such Indebtedness when incurred shall not exceed the purchase price or
         cost of construction of such asset or, in the case of a sale/leaseback
         transaction, the fair market value of such asset, (ii) no such
         Indebtedness shall be refinanced for a principal amount in excess of
         the principal balance outstanding thereon at the time of such
         refinancing, and (iii) the aggregate amount of Capital Lease
         Obligations shall not exceed $15 million at any time outstanding and
         the total amount of all such Indebtedness (including such Indebtedness
         set forth on Schedule 8.1) shall not exceed $30 million at any time
         outstanding;

                  (d)      Indebtedness and obligations owing under interest
         rate protection agreements relating to the Obligations hereunder and
         under interest rate, commodities and foreign currency exchange
         protection agreements entered into in the ordinary course of business
         to manage existing or anticipated risks and not for speculative
         purposes;


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<PAGE>   58

                  (e)      unsecured intercompany Indebtedness owing by a
         member of the Consolidated Group to another member of the Consolidated
         Group (subject, however, to the limitations of Section 8.5 in the case
         of the member of the Consolidated Group extending the intercompany
         loan, advance or credit);

                  (f)      Subordinated Debt of the Borrower consisting of

                           (i)      (A)      the Senior Subordinated Notes
                  issued prior to the Closing Date in an aggregate principal
                  amount of up to $175 million, (B) an additional $75 million
                  of Senior Subordinated Notes issued after the Closing Date,
                  provided that, prior to any such issuance, (I) the Borrower
                  shall demonstrate it will be in compliance with the financial
                  covenants in Section 7.9 on a Pro Forma Basis for the period
                  of four consecutive fiscal quarters immediately preceding the
                  date of such issuance, and (II) no Default or Event of
                  Default shall exist after giving effect to such issuance, and
                  (C) renewals, refinancing and refundings of the then
                  outstanding principal amount of the Senior Subordinated Notes
                  the terms of subordination of which shall be identical in all
                  material respects to the terms of subordination under the
                  Senior Subordinated Notes (and the Senior Subordinated Note
                  Indenture) and on other terms and conditions no less
                  favorable to the Lenders than the terms and conditions
                  contained in the Senior Subordinated Notes (and the Senior
                  Subordinated Note Indenture); and

                           (ii)     other Subordinated Debt, provided that (A)
                  the Borrower shall demonstrate it will be in compliance with
                  the financial covenants in Section 7.9 on a Pro Forma Basis
                  for the period of four consecutive fiscal quarters
                  immediately preceding the date of such issuance, and (B) no
                  Default or Event of Default shall exist after giving effect
                  to the issuance thereof;

                  (g)      Indebtedness in respect of financed insurance
         premium obligations;

                  (h)      purchase money Indebtedness (including Capital Lease
         Obligations) assumed in connection with the Permitted Acquisitions in
         an aggregate principal amount not to exceed $25,000,000 at any time
         outstanding;

                  (i)      seller financing obligations incurred in connection
         with the Permitted Acquisitions in an aggregate principal amount not
         to exceed an amount equal to fifteen percent (15%) of Consolidated Net
         Worth as of the end of the immediately preceding fiscal quarter;

                  (j)      other unsecured Indebtedness of any of the Credit
         Parties of up to $3,000,000 in the aggregate at any time outstanding;

                  (k)      Indebtedness not otherwise permitted by this Section
         8.1 but which is consented to in writing by the Required Lenders
         (provided that if the aggregate principal amount of such Indebtedness
         equals or exceeds $25,000,000, the Required Lenders shall determine
         whether or not the instrument evidencing such Indebtedness shall
         specifically designate that such Indebtedness is "Designated Senior
         Debt" (as such term is defined in the Senior Subordinated Notes));

                  (l)      Support Obligations of any member of the
         Consolidated Group in respect of Indebtedness permitted under clauses
         (a) through (k) of this Section 8.1, provided, however, that any
         Support Obligations given in support of Subordinated Debt shall be
         subordinated on the same basis as the Subordinated Debt which is the
         subject thereof; and

                  (m)      Support Obligations of the Borrower in respect of
         Indebtedness of Foreign Subsidiaries under working capital facilities
         in an amount not to exceed $10 million in the aggregate at any time
         outstanding.


                                      88
<PAGE>   59

       8.2    LIENS.

         Contract, create, incur, assume or permit to exist any Lien with
respect to any of their respective property or assets of any kind (whether real
or personal, tangible or intangible), whether now owned or hereafter acquired,
except for Permitted Liens.

       8.3    CONSOLIDATION, MERGER, DIVESTITURE, ETC.

                  (a)      Enter into a transaction of merger or consolidation,
         except

                           (i)      the Borrower or any Domestic Subsidiary may
         be a party to a transaction of merger or consolidation with a Domestic
         Subsidiary, provided that (A) if the Borrower is a party thereto, it
         shall be the surviving corporation, (B) if a Guarantor is a party
         thereto and the Borrower is not a party thereto, a Guarantor shall be
         the surviving corporation or the surviving corporation shall be a
         Domestic Subsidiary and shall become a Guarantor hereunder pursuant to
         Section 7.11 concurrently therewith, and (C) no Default or Event of
         Default shall exist either immediately prior to or immediately after
         giving effect thereto; and

                           (ii)     a Domestic Subsidiary may be a party to a
         transaction of merger or consolidation with any other Person in
         connection with an Acquisition permitted under Section 8.4 and a
         Divestiture permitted under Section 8.3(b), provided that, in
         connection with an Acquisition, the provisions of Section 7.11
         regarding joinder of certain Domestic Subsidiaries as Guarantors
         hereunder shall be complied with.

                  (b)      Make any Divestiture which:

                           (i)      in any instance (including any series of
         related transactions comprising a Divestiture) shall be of Property
         (or of a Person owning Property) constituting more than five percent
         (5%) of consolidated assets of the Consolidated Group at the end of
         the immediately preceding fiscal year or generating more than five
         percent (5%) of Consolidated Net Income for the immediately preceding
         fiscal year, or

                           (ii)     in the aggregate in any fiscal year shall
         be of Property (or of a Person owning Property) constituting more than
         ten percent (10%) of consolidated assets of the Consolidated Group at
         the end of the immediately preceding fiscal year or generating more
         than ten percent (10%) Consolidated Net Income for the immediately
         preceding fiscal year;

         provided in the case of any Divestiture permitted under subsections
         (i) and (ii) above, that no Default of Event of Default would exist
         after giving effect thereto, determined in the case of financial
         covenant compliance on a Pro Forma Basis for the period of four
         consecutive fiscal quarters immediately preceding the date of such
         Divestiture and as otherwise set forth in Section 1.3(b).

                  (c)      In the case of the Borrower, liquidate, wind-up or
         dissolve, whether voluntarily or involuntarily (or suffer to permit
         any such liquidation or dissolution).

         Any consent of the Required Lenders requested by the Borrower under
this Section 8.3 shall not be arbitrarily withheld or unreasonably delayed.

       8.4    ACQUISITIONS.

         Make any Acquisition, unless

                  (a)      in respect of any Acquisition, total cash
         consideration shall not exceed an amount equal to thirty percent (30%)
         of Consolidated EBITDA on a Pro Forma Basis for the immediately
         preceding fiscal year;


                                      89
<PAGE>   60

                  (b)      in respect of all Acquisitions in any fiscal year,
         total cash consideration shall not exceed an amount equal to sixty
         percent (60%) of Consolidated EBITDA on a Pro Forma Basis for the
         immediately preceding fiscal year;

                  (c)      the Board of Directors of the Person which is, or
         whose Property is, the subject of the Acquisition shall have approved
         the Acquisition; and

                  (d)      no Default or Event of Default would exist after
         giving effect thereto, determined in the case of financial covenant
         compliance on a Pro Forma Basis for the period of four consecutive
         fiscal quarters immediately preceding the date of such Acquisition and
         as otherwise set forth in Section 1.3(b).

         Any consent of the Required Lenders requested by the Borrower under
this Section 8.4 shall not be arbitrarily withheld or unreasonably delayed.

       8.5    INVESTMENTS.

         Make any Investment in any Person except for Permitted Investments.

       8.6    OWNERSHIP OF EQUITY INTERESTS.

         Enter into any Equity Transaction, except for the issuance of up to
$50 million of Permitted Preferred Stock.

       8.7    FISCAL YEAR.

         Change its fiscal year from a December 31 fiscal year end.

       8.8    RESTRICTED PAYMENTS.

         Make or permit any Restricted Payments, except for the payment by the
Borrower of cash dividends on Permitted Preferred Stock so long as no Default
or Event of Default exists immediately prior thereto or would exist immediately
after giving effect thereto.

       8.9    SALE LEASEBACKS.

         Except as permitted pursuant to Section 8.1(c), directly or
indirectly, become or remain liable as lessee or as guarantor or other surety
with respect to any lease, whether an Operating Lease or a Capital Lease, of
any Property, whether now owned or hereafter acquired, (i) which such Person
has sold or transferred or is to sell or transfer to any other Person other
than a Credit Party or (ii) which such Person intends to use for substantially
the same purpose as any other Property which has been sold or is to be sold or
transferred by such Person to any other Person in connection with such lease.

       8.10   NO FURTHER NEGATIVE PLEDGES.

         Except with respect to (i) prohibitions against other encumbrances on
specific Property encumbered to secure payment of particular Indebtedness
(which Indebtedness relates solely to such specific Property, and improvements
and accretions thereto, and is otherwise permitted hereby) and (ii) the Senior
Subordinated Notes, enter into, assume or become subject to any agreement
prohibiting or otherwise restricting the creation or assumption of any Lien
upon its properties or assets, whether now owned or hereafter acquired, or
requiring the grant of any security for such obligation if security is given
for some other obligation.

       8.11   Modifications and Payments in respect of Subordinated Debt.

         (a)      Amend or modify (or consent to, permit or acquiesce to the
amendment or modification of) the Subordinated Debt if the effect thereof would
be to (A) increase the interest rate on the Subordinated Debt; (B) change the
dates upon which payments of principal or interest are due on the Subordinated
Debt other than to extend such dates; (C) change any default or event of
default other than to delete or make any default provision therein less
restrictive; (D) change or add any covenant with respect thereto other than to
make any covenant less restrictive; or


                                      90
<PAGE>   61

(E) change the redemption or prepayment provisions thereof other than to extend
the dates therefor or to reduce the premiums payable in connection therewith,
in each case without the prior written consent of the Required Lenders;
provided, however, that nothing contained in this Section 8.11(a) or elsewhere
in this Agreement shall be construed to require the consent of Required Lenders
to any waiver by the holders of Subordinated Debt of any default or event of
default under the Subordinated Debt documents or of any of the rights and
remedies of the holders of Subordinated Debt thereunder;

         (b)      Make any payment in contravention of the terms of any
Subordinated Debt; or

         (c)      Except in connection with a refinancing or refunding
permitted hereunder, make any prepayment, redemption, defeasance or acquisition
for value of (including without limitation, by way of depositing money or
securities with the trustee with respect thereto before due for the purpose of
paying when due), or refund, refinance or exchange of any Subordinated Debt,
other than regularly scheduled payments of principal and interest on such
Subordinated Debt, without the prior written consent of the Required Lenders
hereunder.

       8.12   Limitations on Transactions with Affiliates.

         (a)      Directly or indirectly enter into or permit to exist any
transaction or series of related transactions (including, without limitation,
the purchase, sale, lease or exchange of any Property or the rendering of any
service) with, or for the benefit of, any of its Affiliates (each an "Affiliate
Transaction"), other than (x) Affiliate Transactions permitted under paragraph
(b) below and (y) Affiliate Transactions on terms that are no less favorable
than those that might reasonably have been obtained in a comparable transaction
at such time on an arm's-length basis from a Person that is not an Affiliate of
the Borrower or other member of the Consolidated Group.

         All Affiliate Transactions (and each series of related Affiliate
Transactions which are similar or part of a common plan) involving aggregate
payments or other Property with a fair market value in excess of $2,000,000
shall be approved by the Board of Directors of the respective member of the
Consolidated Group, as the case may be, such approval to be evidenced by a
Board Resolution stating that such Board of Directors has determined that such
transaction complies with the foregoing provisions. If a member of the
Consolidated Group enters into an Affiliate Transaction (or a series of related
Affiliate Transactions related to a common plan) that involves an aggregate
fair market value of more than $5,000,000, the Borrower or other member of the
Consolidated Group, as the case may be, shall, prior to the consummation
thereof, obtain a favorable opinion as to the fairness of such transaction or
series of related transactions to the Borrower or other relevant member of the
Consolidated Group, as the case may be, from a financial point of view, from an
Independent Financial Advisor and file the same with the Administrative Agent.

         (b)      The restrictions set forth in the first paragraph of this
covenant shall not apply to:

                  (1)      reasonable fees and compensation (including
                  severance payments and compensation in the form of
                  securities) and customary expense, reimbursement paid to and
                  indemnity and reimbursement provided on behalf of, officers,
                  directors, employees or consultants of the Borrower or any
                  member of the Consolidated Group as determined in good faith
                  by the Borrower's Board of Directors or senior management;

                  (2)      transactions exclusively between or among the
                  Borrower or any of the members of the Consolidated Group or
                  exclusively between or among such members of the Consolidated
                  Group, provided such transactions are not otherwise
                  prohibited hereunder;

                  (3)      transactions pursuant to or contemplated by any
                  agreement as in effect as of April 6, 1999 or any amendment
                  thereto or any replacement agreement so long as any such
                  amendment or replacement agreement is not more
                  disadvantageous to the Lenders hereunder in any material
                  respect than the original agreement as in effect on April 6,
                  1999;

                  (4)      loans and advances to employees or officers which
                  constitute Permitted Investments hereunder; and

         (5)      Restricted Payments permitted hereunder.


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<PAGE>   62

       8.13   Limitation on Earn-Out Payments.

         Make any cash payments in settlement of any contingent obligations
incurred in connection with Acquisitions (other than Support Obligations
permitted by Section 8.1), including, without limitation, any "earn-out
payments", in excess of $15,000,000 in the aggregate during any fiscal year.


SECTION 9
EVENTS OF DEFAULT

       9.1    EVENTS OF DEFAULT.

         An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

         (a)      Payment. Any Credit Party shall

                  (i)      default in the payment when due of any principal of
         any of the Loans, or

                  (ii)     default, and such default shall continue for three
         (3) or more Business Days, in the payment when due of any
         reimbursement obligations under Letters of Credit or of any interest
         on any of the Loans or on any reimbursement obligations under Letters
         of Credit or of any Fees or other amounts owing hereunder, under any
         of the other Credit Documents or in connection herewith or therewith;
         or

         (b)      Representations. Any representation, warranty or statement
made or deemed to be made herein, in any of the other Credit Documents, or in
any statement or certificate delivered or required to be delivered pursuant
hereto or thereto shall prove untrue in any material respect on the date as of
which it was made or deemed to have been made (other than those which are
untrue solely as a result of changes permitted by this Agreement); or

         (c)      Covenants.

                  (i)      Default in the due performance or observance of any
         term, covenant or agreement contained in Section 7.3(a), 7.9, 7.11,
         7.13 or 8.1 through 8.13, inclusive; or

                  (ii)     Default in the due performance or observance by it
         of any term, covenant or agreement (other than those referred to in
         subsections (a), (b) or (c)(i) of this Section 9.1) contained in this
         Credit Agreement and such default shall continue unremedied for a
         period of at least 30 days after the earlier of a Responsible Officer
         becoming aware of such default or notice thereof by the Administrative
         Agent; or

         (d)      Other Credit Documents. (i) Any Credit Party shall default in
the due performance or observance of any material term, covenant or agreement
in any of the other Credit Documents (subject to applicable grace or cure
periods, if any), or (ii) except as to any Credit Party which is dissolved,
released or merged or consolidated out of existence as the result of or in
connection with a dissolution, merger or disposition permitted by Section 8.3
or Section 8.4, any Credit Document shall fail to be in full force and effect
or to give the Administrative Agent and/or the Lenders any material part of the
Liens, rights, powers and privileges purported to be created thereby; or

         (e)      Guaranties. Except as to any Credit Party which is dissolved,
released or merged or consolidated out of existence as the result of or in
connection with a dissolution, merger or disposition permitted by Section 8.3
or Section 8.4, the guaranty given by any Guarantor hereunder or any material
provision thereof shall cease to be in full force and effect, or any Guarantor
hereunder or any Person acting by or on behalf of such Guarantor shall deny or
disaffirm such Guarantor's obligations under such guaranty, or any Guarantor
shall default in the due performance or observance of any term, covenant or
agreement on its part to be performed or observed pursuant to any guaranty; or

         (f)      Bankruptcy, etc. Any Bankruptcy Event shall occur with
respect to any Material Credit Party; or


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<PAGE>   63

         (g)      Defaults under Other Agreements. With respect to any
Indebtedness (other than Indebtedness outstanding under this Credit Agreement)
in excess of $5,000,000 in the aggregate for the Consolidated Group taken as a
whole, (A) (1) any Material Credit Party shall default in any payment (beyond
the applicable grace period with respect thereto, if any) with respect to any
such Indebtedness, or (2) the occurrence and continuance of a default in the
observance or performance relating to such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event or condition shall occur or condition exist, the effect of which default
or other event or condition is to cause, or permit, the holder or holders of
such Indebtedness (or trustee or agent on behalf of such holders) to cause
(determined without regard to whether any notice or lapse of time is required),
any such Indebtedness to become due prior to its stated maturity; or (B) any
such Indebtedness shall be declared due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof; or

         (h)      Judgments. Any Material Credit Party shall fail within 30
days of the date due and payable to pay, bond or otherwise discharge any
judgment, settlement or order for the payment of money which judgment,
settlement or order, when aggregated with all other such judgments, settlements
or orders due and unpaid at such time, exceeds $5,000,000, and which is not
stayed on appeal (or for which no motion for stay is pending) or is not
otherwise being executed; or

         (i)      ERISA. Any of the following events or conditions, if such
event or condition could reasonably be expected to have a Material Adverse
Effect: (1) any "accumulated funding deficiency," as such term is defined in
Section 302 of ERISA and Section 412 of the Internal Revenue Code, whether or
not waived, shall exist with respect to any Plan, or any Lien shall arise on
the assets of a member of the Consolidated Group or any ERISA Affiliate in
favor of the PBGC or a Plan; (2) an ERISA Event shall occur with respect to a
Single Employer Plan, which is, in the reasonable opinion of the Administrative
Agent, likely to result in the termination of such Plan for purposes of Title
IV of ERISA; (3) an ERISA Event shall occur with respect to a Multiemployer
Plan or Multiple Employer Plan, which is, in the reasonable opinion of the
Administrative Agent, likely to result in (i) the termination of such Plan for
purposes of Title IV of ERISA, or (ii) a member of the Consolidated Group or
any ERISA Affiliate incurring any liability in connection with a withdrawal
from, reorganization of (within the meaning of Section 4241 of ERISA), or
insolvency of (within the meaning of Section 4245 of ERISA) such Plan; or (4)
any prohibited transaction (within the meaning of Section 406 of ERISA or
Section 4975 of the Internal Revenue Code) or breach of fiduciary
responsibility shall occur which may subject a member of the Consolidated Group
or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or
502(l) of ERISA or Section 4975 of the Internal Revenue Code, or under any
agreement or other instrument pursuant to which a member of the Consolidated
Group or any ERISA Affiliate has agreed or is required to indemnify any person
against any such liability; or

         (k)      Subordinated Debt. Any Governmental Authority determines that
(i) the Obligations do not constitute Senior Debt (as defined in the indenture
governing the Senior Subordinated Notes) or (ii) the obligations of the Credit
Parties with respect to the Senior Subordinated Notes are not fully subordinate
to the repayment of the Obligations and all other amounts owing under the
Credit Documents.

         (l)      Ownership. There shall occur a Change of Control.

       9.2    ACCELERATION; REMEDIES.

         Upon the occurrence and during the continuation of an Event of
Default, the Administrative Agent shall, upon the request and direction of the
Required Lenders, by written notice to the Credit Parties take any of the
following actions without prejudice to the rights of the Agents or any Lender
to enforce its claims against the Credit Parties, except as expressly provided
for herein:

                  (i)      Termination of Commitments. Declare the Commitments
         terminated whereupon the Commitments shall be immediately terminated.

                  (ii)     Acceleration. Declare the unpaid principal of and
         any accrued interest in respect of all Loans, any reimbursement
         obligations arising from drawings under Letters of Credit (based on
         the maximum face amount of LOC Obligations then outstanding) and any
         and all other indebtedness or obligations of any and every kind owing
         by the Credit Parties to any Agent and/or any of the Lenders


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         hereunder to be due whereupon the same shall be immediately due and
         payable without presentment, demand, protest or other notice of any
         kind, all of which are hereby waived by each of the Credit Parties.

                  (iii)    Cash Collateral. Direct the Borrower to pay (and the
         Borrower agrees that upon receipt of such notice, or upon the
         occurrence of an Event of Default under Section 9.1(f), it will
         immediately pay) to the Administrative Agent additional cash, to be
         held by the Administrative Agent, for the benefit of the Lenders, in a
         cash collateral account as additional security for the LOC Obligations
         in respect of subsequent drawings under all then outstanding Letters
         of Credit in an amount equal to the maximum aggregate amount which may
         be drawn under all Letters of Credits.

                  (iv)     Enforcement of Rights. Enforce any and all rights
         and interests created and existing under the Credit Documents and all
         rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(f) shall occur, then the Commitments shall automatically terminate and all
Loans, all reimbursement obligations under Letters of Credit, all accrued
interest in respect thereof, all accrued and unpaid Fees and other indebtedness
or obligations owing to any Agent and/or any of the Lenders hereunder
automatically shall immediately become due and payable without presentment,
demand, protest or the giving of any notice or other action by any Agent or the
Lenders, all of which are hereby waived by the Credit Parties.


SECTION 10
AGENCY PROVISIONS

       10.1   APPOINTMENT.

         The Lenders hereby designate and appoint Bank of America, N.A., as
Administrative Agent and as Collateral Agent of the Lenders to act as specified
herein and the other Credit Documents, and each of the Lenders hereby
authorizes the Agents to take such action on its behalf under the provisions of
this Credit Agreement and the other Credit Documents and to exercise such
powers and perform such duties as are expressly delegated to such Agents by the
terms hereof and of the other Credit Documents, together with such other powers
as are reasonably incidental thereto. Each of the Lenders further directs and
authorizes the Agents to execute releases (or similar agreements) to give
effect to the provisions of this Credit Agreement and the other Credit
Documents, including specifically, without limitation, in connection with a
Divestiture consented to or permitted pursuant to the provisions of Section 8.3
or a sale, lease, transfer or other disposition of Property not prohibited by
this Credit Agreement. Notwithstanding any provision to the contrary elsewhere
herein and in the other Credit Documents, the Agents shall not have any duties
or responsibilities, except those expressly set forth herein and therein, or
any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Credit Agreement or any of the other Credit Documents, or shall
otherwise exist against the Agents. The provisions of this Section 10 are
solely for the benefit of the Agents and the Lenders, and none of the Credit
Parties shall have any rights as a third party beneficiary of the provisions
hereof (other than as set forth in the second sentence hereof). In performing
its functions and duties under this Credit Agreement and the other Credit
Documents, each Agent shall act solely as Agent of the Lenders and does not
assume and shall not be deemed to have assumed any obligation or relationship
of agency or trust with or for any Credit Party or any of their respective
Affiliates. The title of Documentation Agent is bestowed in recognition of the
participation in this credit by the Syndication Agent, and such title shall not
impose or imply any duties or responsibilities whatsoever of the Documentation
Agent, in its capacity as such, to the Credit Parties, the Agents or the
Lenders.

       10.2   DELEGATION OF DUTIES.

         Each Agent may execute any of its duties hereunder or under the other
Credit Documents by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
No Agent shall be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.


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<PAGE>   65

       10.3   EXCULPATORY PROVISIONS.

         No Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by them or such Person under or in connection
herewith or in connection with any of the other Credit Documents (except for
its or such Person's own gross negligence or willful misconduct), or (ii)
responsible in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any of the Credit Parties contained
herein or in any of the other Credit Documents or in any certificate, report,
document, financial statement or other written or oral statement referred to or
provided for in, or received by such Agent under or in connection herewith or
in connection with the other Credit Documents, or the enforceability or
sufficiency therefor of any of the other Credit Documents, or for any failure
of any Credit Party to perform its obligations hereunder or thereunder. No
Agent shall be responsible to any Lender for the effectiveness, genuineness,
validity, enforceability, collectability or sufficiency of this Credit
Agreement, or any of the other Credit Documents or for any representations,
warranties, recitals or statements made herein or therein or made by the
Borrower or any other Credit Party in any written or oral statement or in any
financial or other statements, instruments, reports, certificates or any other
documents in connection herewith or therewith furnished or made available by
such Agent to the Lenders or by or on behalf of the Credit Parties to such
Agent or any Lender or be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained herein or therein or as to the use of the
proceeds of the Loans or the use of the Letters of Credit or of the existence
or possible existence of any Default or Event of Default or to inspect the
properties, books or records of the Credit Parties or any of their respective
Affiliates.

       10.4   RELIANCE ON COMMUNICATIONS.

         Each Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to any of the Credit Parties, independent accountants and
other experts selected by the such Agent with reasonable care). Each Agent may
deem and treat the Lenders as the owners of their respective interests
hereunder for all purposes unless a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent in
accordance with Section 11.3(b). Each Agent shall be fully justified in failing
or refusing to take any action under this Credit Agreement or under any of the
other Credit Documents unless it shall first receive such advice or concurrence
of the Required Lenders as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. Each Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder or under any of the other
Credit Documents in accordance with a request of the Required Lenders (or to
the extent specifically provided in Section 11.6, all the Lenders) and such
request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders (including their successors and assigns).

       10.5   NOTICE OF DEFAULT.

         No Agent shall be deemed to have knowledge or notice of the occurrence
of any Default or Event of Default hereunder unless such Agent has received
notice from a Lender or a Credit Party referring to the Credit Document,
describing such Default or Event of Default and stating that such notice is a
"notice of default." In the event that such Agent receives such a notice, such
Agent shall give prompt notice thereof to the other Agents and to the Lenders.
The Agents shall take such action with respect to such Default or Event of
Default as shall be reasonably directed by the Required Lenders.

       10.6   NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

         Each Lender expressly acknowledges that neither any Agent nor any
officers, directors, employees, agents, attorneys-in-fact or affiliates of any
Agent has made any representations or warranties to it and that no act by the
Agents or any affiliate thereof hereinafter taken, including any review of the
affairs of any Credit Party or any of their respective Affiliates, shall be
deemed to constitute any representation or warranty by any Agent to any Lender.
Each Lender represents to the Agents that it has, independently and without
reliance upon the Agents or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of the Borrower, the other
Credit Parties or their respective Affiliates and made its own decision to make
its Loans hereunder and other


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<PAGE>   66

financial accommodations hereunder and enter into this Credit Agreement. Each
Lender also represents that it will, independently and without reliance upon
the Agents or any other Lender, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this
Credit Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of the Borrower, the other
Credit Parties and their respective Affiliates. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the Agents
hereunder, the Agents shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business,
operations, assets, property, financial or other conditions, prospects or
creditworthiness of the Borrower, the other Credit Parties or any of their
respective Affiliates which may come into the possession of the Agents or any
of their officers, directors, employees, agents, attorneys-in-fact or
affiliates.

       10.7   INDEMNIFICATION.

         The Lenders agree to indemnify each Agent in its capacity as such (to
the extent not reimbursed by the Borrower and without limiting the obligation
of the Borrower to do so), ratably according to their respective Commitments
(or if the Commitments have expired or been terminated, in accordance with the
respective principal amounts of outstanding Obligations and Participation
Interests of the Lenders), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including without limitation at any time following the final payment of all of
the obligations of the Borrower hereunder and under the other Credit Documents)
be imposed on, incurred by or asserted against such Agent in its capacity as
such in any way relating to or arising out of this Credit Agreement or the
other Credit Documents or any documents contemplated by or referred to herein
or therein or the transactions contemplated hereby or thereby or any action
taken or omitted by such Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of such Agent. If any indemnity furnished to
an Agent for any purpose shall, in the opinion of such Agent, be insufficient
or become impaired, such Agent may call for additional indemnity and cease, or
not commence, to do the acts indemnified against until such additional
indemnity is furnished. The agreements in this Section shall survive the
repayment of the Loans, LOC Obligations and other obligations under the Credit
Documents and the termination of the Commitments hereunder.

       10.8   ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

         The Agents and their affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Borrower, its
Subsidiaries or its Affiliates as though the Agents were not the Agents
hereunder. With respect to the Loans and all other obligations of the Borrower
hereunder and under the other Credit Documents, the Agents shall have the same
rights and powers under this Credit Agreement as any Lender and may exercise
the same as though it were not an Agent hereunder, and the terms "Lender" and
"Lenders" shall include the Agents in their individual capacity.

       10.9   SUCCESSOR ADMINISTRATIVE AGENT.

         Any Agent may, at any time, resign upon 20 days' written notice to the
Lenders, and may be removed, upon show of cause, by the Required Lenders upon
30 days' written notice to such Agent. Upon any such resignation or removal,
the Required Lenders shall have the right to appoint a successor Agent. If no
successor Agent shall have been so appointed by the Required Lenders, and shall
have accepted such appointment, within 30 days after the notice of resignation
or notice of removal, as appropriate, then the retiring Agent shall select a
successor Agent provided that in the case of the Administrative Agent or the
Collateral Agent, such successor is a Lender hereunder or a commercial bank
organized under the laws of the United States of America or of any State
thereof and has a combined capital and surplus of at least $400,000,000. Upon
the acceptance of any appointment as Agent hereunder by a successor, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations as Agent, as
appropriate, under this Credit Agreement and the other Credit Documents, and
the provisions of this Section 10 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Agent under this Credit
Agreement.


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SECTION 11
MISCELLANEOUS

       11.1   NOTICES.

         Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (i) when
delivered, (ii) when transmitted via telecopy (or other facsimile device) to
the number set out below, (iii) the day following the day on which the same has
been delivered prepaid to a reputable national overnight air courier service,
or (iv) the third Business Day following the day on which the same is sent by
certified or registered mail, postage prepaid, in each case to the respective
parties at the address, in the case of the Borrower, the Guarantors and the
Agents, set forth below, and, in the case of the Lenders, set forth on Schedule
11.1, or at such other address as such party may specify by written notice to
the other parties hereto:

                  if to the Borrower or any Guarantor:

                           RailWorks Corporation
                           6225 Smith Avenue
                           Suite 200
                           Baltimore, MD  21209
                           Attn:    Michael R. Azarela
                           Telephone:  (410) 580-6000
                           Telecopy:   (410) 580-6099

                  if to the Administrative Agent or the Collateral Agent:

                           Bank of America, N.A.
                           101 N. Tryon Street
                           Independence Center, 15th Floor
                           NC1-001-15-04
                           Charlotte, North Carolina  28255
                           Attn:    Gregg Newland
                                    Agency Services
                           Telephone:  (704) 386-4218
                           Telecopy:   (704) 388-9436

                  with a copy to:

                           Bank of America, N.A.
                           10 Light Street
                           Sixteenth Floor
                           MD4-302-16-01
                           Baltimore, MD  21202-1435
                           Attn:    Monica Brandes
                           Telephone:  (410) 605-8019
                           Telecopy:   (410) 539-7508

       11.2   RIGHT OF SET-OFF.

         In addition to any rights now or hereafter granted under applicable
law or otherwise, and not by way of limitation of any such rights, upon the
occurrence of an Event of Default, each Lender is authorized at any time and
from time to time, without presentment, demand, protest or other notice of any
kind (all of which rights being hereby expressly waived), to set-off and to
appropriate and apply any and all deposits (general or special) and any other
indebtedness at any time held or owing by such Lender (including, without
limitation branches, agencies or Affiliates of such Lender wherever located) to
or for the credit or the account of any Credit Party against obligations and
liabilities of such Person to such Lender hereunder, under the Notes, the other
Credit Documents or otherwise, irrespective of whether such Lender shall have
made any demand hereunder and although such obligations, liabilities or claims,
or any of them, may be contingent or unmatured, and any such set-off shall be
deemed to have been made immediately upon


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the occurrence of an Event of Default even though such charge is made or
entered on the books of such Lender subsequent thereto. Any Person purchasing a
participation in the Loans and Commitments hereunder pursuant to Section 3.14
or Section 11.3(d) may exercise all rights of set-off with respect to its
participation interest as fully as if such Person were a Lender hereunder.

       11.3   BENEFIT OF AGREEMENT.

         (a)      Generally. This Credit Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided that, except as expressly provided
herein, none of the Credit Parties may assign or transfer any of its interests
without prior written consent of the Lenders; provided further that the rights
of each Lender to transfer, assign or grant participations in its rights and/or
obligations hereunder shall be limited as set forth in this Section 11.3,
provided however that nothing herein shall prevent or prohibit any Lender from
(i) pledging its Loans hereunder to a Federal Reserve Bank in support of
borrowings made by such Lender from such Federal Reserve Bank, (ii) granting
assignments or selling participations in such Lender's Loans and/or Commitments
hereunder to its parent company and/or to any Affiliate or Subsidiary of such
Lender or (iii) with respect to any Tranche B Term Lender which is a fund that
invests in bank loans, pledging (without the consent of any Agent or the
Borrower) all or any portion of its rights in connection with the Credit
Agreement and the other Credit Documents to the trustee under the indenture to
which such fund is a party in support of its obligations to such trustee for
the benefit of the applicable trust beneficiaries, provided that any
foreclosure or other exercise of remedies by such custodian, trustee, agent or
other third party shall be subject to the provisions of the Credit Agreement
and the other Credit Documents.

         (b)      Assignments. Each Lender may assign all or a portion of its
rights and obligations hereunder (including, without limitation, all or a
portion of its ratable share of Obligations and its Commitments), pursuant to
an assignment agreement substantially in the form of Schedule 11.3(b), to (i) a
Lender, (ii) an affiliate of a Lender, (iii) any fund that invests in bank
loans and is managed by an investment advisor to a Lender or an affiliate of
such investment advisor, or (iv) any other Person that (A) is a bank, financial
institution, commercial lender or institutional investor, (B) such Person shall
be reasonably acceptable to the Administrative Agent, and (C) so long as no
Default or Event of Default has occurred and is continuing, such Person shall
be reasonably acceptable to the Borrower (the consent of the Borrower not to be
unreasonably withheld or delayed); provided that (i) any such assignment (other
than any assignment to (I) a Lender, (II) an affiliate of a Lender and (III)
any fund that invests in bank loans and is managed by an investment advisor to
a Lender or an affiliate of such investment advisor) shall be in a minimum
aggregate amount of $5,000,000 (or, if less, the remaining amount of the
Commitments being assigned by such Lender); and (ii) each such assignment shall
be of a constant, not varying, percentage of all such Lender's rights and
obligations under this Credit Agreement. Any assignment hereunder shall be
effective upon delivery to the Administrative Agent of written notice of the
assignment together with a transfer fee of $3,500 payable to the Administrative
Agent for its own account from and after the later of (i) the effective date
specified in the applicable assignment agreement and (ii) the date of recording
of such assignment in the Register pursuant to the terms of subsection (c)
below; provided, however, that no such fee shall be payable in the case of an
assignment to another Lender, an affiliate of a Lender or any fund that invests
in bank loans and is managed by an investment advisor to a Lender or an
affiliate of such investment advisor; provided, further, that in the case of
contemporaneous assignments by a Lender to more than one fund managed by the
same investment advisor (which funds are not then Lenders), only a single
assignment fee of $3,500 shall be payable for all such contemporaneous
assignments. The assigning Lender will give prompt notice to the Administrative
Agent and the Borrower of any such assignment. Upon the effectiveness of any
such assignment (and after notice to, and (to the extent required pursuant to
the terms hereof), with the consent of, the Borrower as provided herein), the
assignee shall become a "Lender" for all purposes of this Credit Agreement and
the other Credit Documents and, to the extent of such assignment, the assigning
Lender shall be relieved of its obligations hereunder to the extent of the
Loans and Commitment components being assigned. Along such lines the Borrower
agrees that upon notice of any such assignment and surrender of the appropriate
Note or Notes, it will promptly provide to the assigning Lender and to the
assignee separate promissory notes in the amount of their respective interests
substantially in the form of the original Note (but with notation thereon that
it is given in substitution for and replacement of the original Note or any
replacement notes thereof). By executing and delivering an assignment agreement
in accordance with this Section 11.3(b), the assigning Lender thereunder and
the assignee thereunder shall be deemed to confirm to and agree with each other
and the other parties hereto as follows: (i) such assigning Lender warrants
that it is the legal and beneficial owner of the interest being assigned
thereby free and clear of any adverse claim; (ii) except as set forth in clause
(i) above, such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements,


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warranties or representations made in or in connection with this Credit
Agreement, any of the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Credit
Agreement, any of the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto or the financial condition of any
Credit Party or any of their respective Affiliates or the performance or
observance by any Credit Party of any of its obligations under this Credit
Agreement, any of the other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto; (iii) such assignee represents
and warrants that it is legally authorized to enter into such assignment
agreement; (iv) such assignee confirms that it has received a copy of this
Credit Agreement, the other Credit Documents and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such assignment agreement; (v) such assignee will
independently and without reliance upon the Agents, such assigning Lender or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Credit Agreement and the other Credit Documents;
(vi) such assignee appoints and authorizes the Agents to take such action on
its behalf and to exercise such powers under this Credit Agreement or any other
Credit Document as are delegated to the Agents by the terms hereof or thereof,
together with such powers as are reasonably incidental thereto; and (vii) such
assignee agrees that it will perform in accordance with their terms all the
obligations which by the terms of this Credit Agreement and the other Credit
Documents are required to be performed by it as a Lender.

         (c)      Maintenance of Register. The Administrative Agent shall
maintain at one of its offices in Charlotte, North Carolina a copy of each
Lender assignment agreement delivered to it in accordance with the terms of
subsection (b) above and a register for the recordation of the identity of the
principal amount, type and Interest Period of each Loan outstanding hereunder,
the names, addresses and the Commitments of the Lenders pursuant to the terms
hereof from time to time (the "Register"). The Administrative Agent will make
reasonable efforts to maintain the accuracy of the Register and to promptly
update the Register from time to time, as necessary. The entries in the
Register shall be conclusive in the absence of manifest error and the Borrower,
the Agents and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Credit Agreement. The Register shall be available for inspection by the
Borrower and each Lender, at any reasonable time and from time to time upon
reasonable prior notice.

         (d)      Participations. Each Lender may sell, transfer, grant or
assign participations in all or a portion of such Lender's rights, obligations
or rights and obligations hereunder (including all or a portion of its
Commitments or its Loans); provided that (i) such selling Lender shall remain a
"Lender" for all purposes under this Credit Agreement (such selling Lender's
obligations under the Credit Documents remaining unchanged) and the participant
shall not constitute a Lender hereunder, (ii) no such participant shall have,
or be granted, rights to approve any amendment or waiver relating to this
Credit Agreement or the other Credit Documents except to the extent any such
amendment or waiver would (A) reduce the principal of or rate of interest on or
Fees in respect of any Loans in which the participant is participating, (B)
postpone the date fixed for any payment of principal (including extension of
the Termination Date or the date of any mandatory prepayment), interest or Fees
in which the participant is participating, (C) except as the result of or in
connection with a dissolution, merger or disposition of a Subsidiary permitted
under Section 8.3, release the Borrower or substantially all of the Guarantors
from its or their obligations under the Credit Documents, or (D) except as the
result of or in connection with a Divestiture permitted under Section 8.3(b),
release all or substantially all of the collateral, and (iii)
sub-participations by the participant (except to an affiliate, parent company
or affiliate of a parent company of the participant) shall be prohibited. In
the case of any such participation, the participant shall not have any rights
under this Credit Agreement or the other Credit Documents (the participant's
rights against the selling Lender in respect of such participation to be those
set forth in the participation agreement with such Lender creating such
participation) and all amounts payable by the Borrower hereunder shall be
determined as if such Lender had not sold such participation, provided,
however, that such participant shall be entitled to receive additional amounts
under Sections 3.6, 3.9, 3.10, 3.11 and 11.2 on the same basis as if it were a
Lender.

       11.4   NO WAIVER; REMEDIES CUMULATIVE.

         No failure or delay on the part of any Agent or any Lender in
exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between any Agent or any Lender and any of
the Credit Parties shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Credit Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights and
remedies provided herein are cumulative and not exclusive


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<PAGE>   70

of any rights or remedies which any Agent or any Lender would otherwise have.
No notice to or demand on any Credit Party in any case shall entitle the
Borrower or any other Credit Party to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the rights of the
Agents or the Lenders to any other or further action in any circumstances
without notice or demand.

       11.5   PAYMENT OF EXPENSES, ETC.

         The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and
expenses (A) of the Agents in connection with the negotiation, preparation,
execution and delivery and administration of this Credit Agreement and the
other Credit Documents and the documents and instruments referred to therein
(including, without limitation, the reasonable fees and expenses of Moore & Van
Allen, PLLC, special counsel to the Administrative Agent and the Collateral
Agent) and any amendment, waiver or consent relating hereto and thereto
including, but not limited to, any such amendments, waivers or consents
resulting from or related to any work-out, renegotiation or restructure
relating to the performance by the Credit Parties under this Credit Agreement
and (B) of the Agents and the Lenders in connection with enforcement of the
Credit Documents and the documents and instruments referred to therein
(including, without limitation, in connection with any such enforcement, the
reasonable fees and disbursements of counsel for the Agents and each of the
Lenders); (ii) permit the Administrative Agent to perform inventory and
accounts receivable field audits at the Borrower's expense, provided that
unless an Event of Default shall be in existence the Borrower's obligation to
reimburse the Administrative Agent for such field audits shall be limited to
one such field audit each fiscal year; (iii) pay and hold each of the Lenders
harmless from and against any and all present and future stamp and other
similar taxes with respect to the foregoing matters and save each of the
Lenders harmless from and against any and all liabilities with respect to or
resulting from any delay or omission (other than to the extent attributable to
such Lender) to pay such taxes; and (iv) indemnify each Lender, its officers,
directors, employees, representatives and agents from and hold each of them
harmless against any and all losses, liabilities, claims, damages or expenses
incurred by any of them as a result of, or arising out of, or in any way
related to, or by reason of (A) any investigation, litigation or other
proceeding (whether or not any Lender is a party thereto) related to the
entering into and/or performance of any Credit Document or the use of proceeds
of any Loan or other Extensions of Credit or the consummation of any other
transactions contemplated in any Credit Document, including, without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such investigation, litigation or other proceeding or (B)
the presence or Release of any Materials of Environmental Concern at, under or
from any Property owned, operated or leased by the Borrower or any of its
Subsidiaries, or the failure by the Borrower or any of its Subsidiaries to
comply with any Environmental Law (but excluding, in the case of either of
clause (A) or (B) above, any such losses, liabilities, claims, damages or
expenses to the extent incurred by reason of gross negligence or willful
misconduct on the part of the Person to be indemnified).

       11.6   AMENDMENTS, WAIVERS AND CONSENTS.

         Neither this Credit Agreement nor any other Credit Document nor any of
the terms hereof or thereof may be amended, changed, waived, discharged or
terminated unless such amendment, change, waiver, discharge or termination is
in writing entered into by, or approved in writing by, the Required Lenders and
the Credit Parties, provided, however, that:

         (a)      without the consent of each Lender affected thereby, neither
         this Credit Agreement nor any of the other Credit Documents may be
         amended to

                           (i)      extend the final maturity of any Loan, or
                  any portion thereof; or extend the time of payment of any
                  reimbursement obligation, or any portion thereof, arising
                  from drawings under Letters of Credit; or extend or waive any
                  principal amortization payment of the Tranche B Term Loan, or
                  any portion thereof,

                           (ii)     reduce the rate or extend the time of
                  payment of interest thereon or Fees hereunder (other than as
                  a result of waiving the applicability of any increase in
                  interest rates or Fees after the occurrence of an Event of
                  Default or on account of a failure to deliver financial
                  statements on a timely basis),

                           (iii)    reduce or waive the principal amount of any
                  Loan, or any portion thereof, or reduce or waive the
                  principal amount of any reimbursement obligation, or any
                  portion thereof, arising from drawings under Letters of
                  Credit,


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<PAGE>   71

                           (iv)     increase the Commitment of a Lender over
                  the amount thereof in effect (it being understood and agreed
                  that a waiver of any Default or Event of Default shall not
                  constitute an increase in the Commitment of any Lender),

                           (v)      except as the result of or in connection
                  with a dissolution, merger or disposition of a member of the
                  Consolidated Group permitted under Section 8.3, release any
                  Material Credit Party or all or substantially all of the
                  other Credit Parties from its or their obligations under the
                  Credit Documents,

                           (vi)     except as the result of or in connection
                  with a Divestiture permitted under Section 8.3(b), release
                  all or substantially all of the collateral,

                           (vii)    amend, modify or waive any provision of
                  this Section 11.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11,
                  3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5, 11.9 or 11.16,

                           (viii)   reduce any percentage specified in, or
                  otherwise modify, the definition of Required Lenders, or

                           (ix)     consent to the assignment or transfer by
                  the Borrower or any Guarantor of any of its rights and
                  obligations under (or in respect of) the Credit Documents
                  except as permitted thereby;

         (c)      without the consent of the Agents, no provision of Section 10
         may be amended;

         (d)      without the consent of the Issuing Lender, no provision of
         Section 2.1(b), 2.2(a)(ii), 2.6 or 3.5(b)(ii) may be amended;

         (e)      (i)      without the consent of the Revolving Lenders holding
         more than 50% of the Revolving Commitments, or if the Revolving
         Commitments have been terminated, Lenders having more than 50% of the
         aggregate principal amount of the Revolving Obligations outstanding
         (taking into account in each case Participation Interests or
         obligation to participate therein), extend the time for, or reduce the
         amount, or otherwise alter the manner of application of proceeds in
         respect of the Revolving Obligations on account of the mandatory
         prepayment provisions of clauses (ii) through (iv), inclusive, of
         Section 3.3(b) or the application provisions of Section 3.3(c).

                  (ii)     without the consent of the Tranche B Term Lenders
         holding more than 50% of the Tranche B Term Loan Commitments, extend
         the time for, or reduce the amount, or otherwise alter the manner of
         application of proceeds in respect of the Tranche B Term Loan on
         account of the mandatory prepayment provisions of clauses (ii) through
         (iv), inclusive, of Section 3.3(b) or the application provisions of
         Section 3.3(c).

         Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, (x) each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the provisions of
Section 1126(c) of the Bankruptcy Code supersede the unanimous consent
provisions set forth herein and (y) the Required Lenders may consent to allow a
Credit Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding.

       11.7   COUNTERPARTS.

         This Credit Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. It shall not be necessary
in making proof of this Credit Agreement to produce or account for more than
one such counterpart.

       11.8   HEADINGS.

         The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Credit Agreement.


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       11.9   SURVIVAL.

         All indemnities set forth herein, including, without limitation, in
Section 2.6(h), 3.9, 3.11, 10.7 or 11.5 shall survive the execution and
delivery of this Credit Agreement, the making of the Loans, the issuance of the
Letters of Credit, the repayment of the Loans, LOC Obligations and other
obligations under the Credit Documents and the termination of the Commitments
hereunder, and all representations and warranties made by the Credit Parties
herein shall survive delivery of the Notes and the making of the Loans
hereunder.

       11.10  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

         (a)      THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

         (b)      Any legal action or proceeding with respect to this Credit
Agreement or any other Credit Document may be brought in the courts of the
State of North Carolina in Mecklenburg County or the State of New York in New
York County, or of the United States for the Western District of North Carolina
or for the Southern District of New York, and, by execution and delivery of
this Credit Agreement, each of the Credit Parties hereby irrevocably accepts
for itself and in respect of its property, generally and unconditionally, the
nonexclusive jurisdiction of such courts. Each of the Credit Parties further
irrevocably consents to the service of process out of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, to it at the address set out for
notices pursuant to Section 11.1, such service to become effective three (3)
days after such mailing. Nothing herein shall affect the right of the Agents to
serve process in any other manner permitted by law or to commence legal
proceedings or to otherwise proceed against any Credit Party in any other
jurisdiction.

         (c)      Each of the Credit Parties hereby irrevocably waives any
objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with this
Credit Agreement or any other Credit Document brought in the courts referred to
in subsection (a) hereof and hereby further irrevocably waives and agrees not
to plead or claim in any such court that any such action or proceeding brought
in any such court has been brought in an inconvenient forum.

         (d)      TO THE EXTENT PERMITTED BY LAW, EACH OF THE AGENTS, THE
LENDERS, THE BORROWER AND THE OTHER CREDIT PARTIES HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS
OR THE TRANSACTIONS CONTEMPLATED HEREBY.

       11.11  SEVERABILITY.

         If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

       11.12  ENTIRETY.

         This Credit Agreement together with the other Credit Documents
represent the entire agreement of the parties hereto and thereto, and supersede
all prior agreements and understandings, oral or written, if any, including any
commitment letters or correspondence relating to the Credit Documents or the
transactions contemplated herein and therein.

       11.13  BINDING EFFECT; TERMINATION.

         (a) This Credit Agreement shall become effective at such time on or
after the Closing Date when it shall have been executed by the Borrower, the
Guarantors and the Agents, and the Administrative Agent shall have received
copies hereof (telefaxed or otherwise) which, when taken together, bear the
signatures of each Lender, and thereafter this Credit Agreement shall be
binding upon and inure to the benefit of the Borrower, the Guarantors, the
Agents and each Lender and their respective successors and assigns.


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         (b)      The term of this Credit Agreement shall commence on the
effective date pursuant to subsection (a) above and shall continue until no
Loans, LOC Obligations or any other amounts payable hereunder or under any of
the other Credit Documents shall remain outstanding and until all of the
Commitments hereunder shall have expired or been terminated.

       11.14  CONFIDENTIALITY.

         The Agents and the Lenders agree to keep confidential (and to cause
their respective affiliates, officers, directors, employees, agents and
representatives to keep confidential) all written information, materials and
documents furnished to the Agents or any such Lender by or on behalf of any
Credit Party (whether before or after the Closing Date) which relates to the
Borrower or any of its Subsidiaries (the "Information"). Notwithstanding the
foregoing, each Agent and each Lender shall be permitted to disclose
Information (i) to its affiliates, officers, directors, employees, agents and
representatives in connection with its participation in any of the transactions
evidenced by this Credit Agreement or any other Credit Documents or the
administration of this Credit Agreement or any other Credit Documents, subject
to the provisions of this Section 11.14; (ii) to the extent required by
applicable laws and regulations or by any subpoena or similar legal process, or
requested by any Governmental Authority; (iii) to the extent such Information
(A) becomes publicly available other than as a result of a breach of this
Credit Agreement or any agreement entered into pursuant to clause (iv) below,
(B) becomes available to such Agent or such Lender on a non-confidential basis
from a source other than a Credit Party or (C) was available to such Agent or
such Lender on a non-confidential basis prior to its disclosure to such Agent
or such Lender by a Credit Party; (iv) to any assignee or participant (or
prospective assignee or participant) so long as such assignee or participant
(or prospective assignee or participant) first specifically agrees in a writing
furnished to and for the benefit of the Credit Parties to be bound by the terms
of this Section 11.14; or (v) to the extent that the Borrower shall have
consented in writing to such disclosure. Nothing set forth in this Section
11.14 shall obligate any Agent or any Lender to return any materials furnished
by the Credit Parties.

       11.15  SOURCE OF FUNDS.

         Each of the Lenders hereby represents and warrants to the Borrower
that at least one of the following statements is an accurate representation as
to the source of funds to be used by such Lender in connection with the
financing hereunder:

                  (a)      no part of such funds constitutes assets allocated
         to any separate account maintained by such Lender in which any
         employee benefit plan (or its related trust) has any interest;

                  (b)      to the extent that any part of such funds
         constitutes assets allocated to any separate account maintained by
         such Lender, such Lender has disclosed to the Borrower the name of
         each employee benefit plan whose assets in such account exceed 10% of
         the total assets of such account as of the date of such purchase (and,
         for purposes of this subsection (b), all employee benefit plans
         maintained by the same employer or employee organization are deemed to
         be a single plan);

                  (c)      to the extent that any part of such funds
         constitutes assets of an insurance company's general account, such
         insurance company has complied with all of the requirements of the
         regulations issued under Section 401(c)(1)(A) of ERISA or such
         insurance company meets the requirements of Department of Labor
         Exemption 95-60; or

                  (d)      such funds constitute assets of one or more specific
         benefit plans which such Lender has identified in writing to the
         Borrower.

As used in this Section 11.15, the terms "employee benefit plan" and "separate
account" shall have the respective meanings assigned to such terms in Section 3
of ERISA.

       11.16  DESIGNATED SENIOR DEBT.

                  (a)      The Borrower hereby (a) acknowledges and agrees that
         the Indebtedness evidenced by this Agreement and the other Credit
         Documents constitutes Senior Debt as defined in the Senior
         Subordinated Note Indenture, (b) specifically designates the
         Indebtedness evidenced by this Agreement and


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         the other Credit Documents (specifically including all Obligations) as
         "Designated Senior Debt" for all purposes, including without
         limitation for purposes of the Senior Subordinated Indenture and (c)
         agrees that it will not designate any other Indebtedness incurred by
         them as "Designated Senior Debt" without the prior written consent of
         the Required Lenders.

                  (b)      Pursuant to the last paragraph of the definition of
         "Permitted Indebtedness" set forth in the Senior Subordinated Note
         Indenture, the Borrower hereby classifies the Revolving Commitments,
         and all Revolving Obligations incurred thereunder, as the
         "Indebtedness" permitted to be incurred pursuant to clause (ii) of the
         definition of "Permitted Indebtedness" to the extent that the
         Revolving Obligations do not exceed the maximum principal amount of
         "Indebtedness" permitted thereunder. The Borrower hereby represents
         and warrants that it has not classified any other "Indebtedness" as
         "Permitted Indebtedness" pursuant to clause (ii) of the definition of
         "Permitted Indebtedness", other than Indebtedness being refinanced
         with the proceeds of the Tranche B Term Loan and the initial Revolving
         Obligation. The Borrower agrees that it will not hereafter classify
         any "Indebtedness" pursuant to clause (ii) of the definition of
         "Permitted Indebtedness", other than Revolving Obligations, unless and
         until the Credit Agreement has terminated and all Revolving
         Obligations have been paid in full. The aggregate principal amount of
         "Permitted Indebtedness" permitted under clause (ii) of the definition
         thereof has not been reduced by any required permanent repayments
         required under any credit agreement to which the Borrower is or has
         been a party since the date of the Senior Subordinated Notes
         Indenture.



       11.17  UCC FINANCING STATEMENTS FILINGS; FURTHER ASSURANCES.

                  (a)      UCC Financing Statements. Pursuant to the Security
         Agreement, the Credit Parties have granted to the Collateral Agent,
         for the benefit of the Lenders, a security interest in certain of
         their personal property. Because of the number of Credit Parties and
         the dispersed locations of their tangible personal property, the
         Collateral Agent would need to file a considerable number of UCC
         financing statements to perfect its security interest in their
         tangible personal property. Without limiting the security interests
         granted pursuant to the Security Agreement or the right of the
         Collateral Agent and the Lenders to take additional action to perfect
         the security interests granted pursuant to the Security Agreement, the
         Borrower has requested that the Collateral Agent and the Lenders limit
         the filing of UCC financing statements in order to reduce the filing
         fees and recording taxes payable by the Borrower. In order to
         accommodate the Borrower's request to reduce filing fees and recording
         taxes, the Collateral Agent and the Lenders agree that on the Closing
         Date the Collateral Agent shall file UCC financing statements only in
         those locations identified on Schedule 11.17, provided that the
         Collateral Agent and the Lenders shall have the right at any time in
         their sole discretion to request that the Credit Parties take such
         actions, including the filing of additional UCC financing statements
         in additional locations, as the Collateral Agent reasonably deems
         necessary or appropriate to perfect or maintain the security interests
         in the personal property of the Credit Parties. The provisions of this
         Section 11.17(a) are solely for the benefit of the Agents and the
         Lenders, and none of the Credit Parties shall have any rights as a
         third party beneficiary of the provisions hereof. The provisions of
         this Section 11.17(a) are not intended to, and shall not be construed
         to, in any way limit or otherwise affect the security interests of the
         Collateral Agent, for the ratable benefit of the Lenders, in the
         Collateral. Rather, the provisions of this Section 11.17(a) are
         intended only to evidence an agreement among the Agents and the
         Lenders regarding the filing of financing statements on the Closing
         Date to perfect the security interest of the Collateral Agent, for the
         ratable benefit of the Lenders, in the Collateral.

                  (b)      Further Assurances. Each Credit Party agrees to
         execute and deliver to the Collateral Agent such agreements,
         assignments or instruments as the Collateral Agent may reasonably
         request and do all such other things as the Collateral Agent may
         reasonably deem necessary or appropriate to perfect and maintain the
         security interests of the Collateral Agent in the Collateral,
         including such financing statements (including continuation
         statements) or amendments thereof or supplements thereto or other
         instruments as the Collateral Agent may from time to time reasonably
         request.


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       11.18  CONFLICT.

         To the extent that there is a conflict or inconsistency between any
provision hereof, on the one hand, and any provision of any Credit Document, on
the other hand, this Credit Agreement shall control.

                           [Signature Page to Follow]


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         IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Credit Agreement to be duly executed and delivered as of
the date first above written.

BORROWER:                  RAILWORKS CORPORATION,
                           a Delaware corporation

                           By:
                              --------------------------------------------------
                           Name:    Michael R. Azarela
                           Title:   Executive Vice President and
                                    Chief Financial Officer

GUARANTORS:                ALPHA-KEYSTONE ENGINEERING, INC.,
                           a Pennsylvania corporation
                           ANNEX RAILROAD BUILDERS, INC.,
                           an Indiana corporation
                           BIRMINGHAM WOOD, INC.,
                           an Alabama corporation
                           COMSTOCK HOLDINGS INC.,
                           a Delaware corporation
                           COMTRAK CONSTRUCTION, INC.,
                           a Georgia corporation
                           CONDON BROTHERS, INC.,
                           a Washington corporation
                           CPI CONCRETE PRODUCTS, INCORPORATED,
                           a Tennessee corporation
                           EARL CAMPBELL CONSTRUCTION COMPANY, INC.,
                           a Texas corporation
                           FCM RAIL, LTD.,
                           a Michigan corporation
                           GANTREX CORPORATION,
                           a Pennsylvania corporation
                           H.P. MCGINLEY, INC.,
                           a Pennsylvania corporation
                           IMPULSE ELECTRIC ENTERPRISES OF NEW YORK, INC.,
                           a New York corporation
                           KENNEDY RAILROAD BUILDERS, INC.,
                           a Pennsylvania corporation
                           L.K. COMSTOCK & COMPANY, INC.,
                           a New York corporation
                           M-TRACK ENTERPRISES, INC.,
                           a New York corporation

                           By:
                              --------------------------------------------------
                           Name:    Michael R. Azarela
                           Title:   Executive Vice President
                                    of each of the foregoing Guarantors

                           [Signature Pages Continue]


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                           MCCORD TREATED WOOD, INC.,
                           an Alabama corporation
                           MERIT RAILROAD CONTRACTORS, INC.,
                           a Missouri corporation
                           MIDWEST CONSTRUCTION SERVICES, INC. ,
                           an Indiana corporation
                           MIDWEST RAILROAD CONSTRUCTION & MAINTENANCE
                           CORPORATION OF WYOMING, a Wyoming corporation
                           MINNESOTA RAILROAD SERVICE, INC.,
                           a Tennessee corporation
                           NEOSHO ASIA, INC.,
                           a Kansas corporation
                           NEOSHO CENTRAL AMERICA, INC.,
                           a Kansas corporation
                           NEOSHO CONSTRUCTION COMPANY, INCORPORATED,
                           a Kansas corporation
                           NEOSHO CONTRACTORS, INC.,
                           a Wyoming corporation
                           NEOSHO INCORPORATED,
                           a Kansas corporation
                           NEOSHO INTERNATIONAL, INC.,
                           a Kansas corporation
                           NEW ENGLAND RAILROAD CONSTRUCTION CO., INC.,
                           a Connecticut corporation
                           NORTHERN RAIL SERVICE AND SUPPLY COMPANY, INC.,
                           a Michigan corporation
                           RAILCORP, INC.,
                           an Ohio corporation
                           RAILROAD SERVICE, INC.,
                           a Nevada corporation
                           RAILWORKS RAIL SERVICES, INC.,
                           a Kansas corporation
                           RWKS TRANSIT, INC.,
                           a New York corporation
                           SHELDON ELECTRIC, INC.,
                           a Delaware corporation
                           SOUTHERN INDIANA WOOD PRESERVING CO., INC.,
                           an Indiana corporation
                           TWIGG CORPORATION,
                           a Maryland corporation

                           By:
                              --------------------------------------------------
                           Name:    Michael R. Azarela
                           Title:   Executive Vice President
                                    of each of the foregoing Guarantors

                           [Signature Pages Continue]


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                           U.S. RAILWAY SUPPLY, INC.,
                           an Indiana corporation
                           U.S. TRACKWORKS, INC.,
                           a Michigan corporation
                           V&R ELECTRICAL CONTRACTORS, INC.,
                           a New York corporation
                           WM. A. SMITH CONSTRUCTION CO., INC.,
                           a Texas corporation
                           WOOD WASTE ENERGY, INC.,
                           a Virginia corporation
                           W. T. BYLER CO., INC.,
                           a Texas corporation

                           By:
                              --------------------------------------------------
                           Name:    Michael R. Azarela
                           Title:   Executive Vice President
                                    of each of the foregoing Guarantors

                           F&V METRO RW, INC.,
                           a Delaware corporation
                           RAILWORKS CANADA, INC.
                           a Delaware corporation

                           By:
                              --------------------------------------------------
                           Name:    John P. Nuzzo
                           Title:   Assistant Secretary
                                    of each of the foregoing Guarantors

                           By:
                              --------------------------------------------------
                           Name:    Michael R. Azarela
                           Title:   Executive Vice President
                                    of each of the foregoing Guarantors

                           DURA-WOOD LLC,
                           a Delaware limited liability company

                           By:      MCCORD TREATED WOOD, INC.,
                                    an Alabama corporation, its managing member

                                    By:
                                       -----------------------------------------
                                    Name:   Michael R. Azarela
                                    Title:  Executive Vice President

                           [Signature Pages Continue]


                                      108
<PAGE>   79

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

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

                           [other Lenders]

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


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