EXHIBIT 10.gg


                                 AMENDMENT NO. 9

     THIS  AMENDMENT  NO. 9 (the  "Amendment")  dated as of May 25, 2000, to the
Credit Agreement  referenced below, is by and among MACSAVER FINANCIAL SERVICES,
INC.,  a  Delaware  corporation,  (the  "Borrower"),  HEILIG-MEYERS  COMPANY,  a
Virginia corporation (the "Company"),  the Lenders identified therein,  WACHOVIA
BANK, N.A. (formerly,  Wachovia Bank of Georgia, N.A.), as Administrative Agent,
BANK OF AMERICA, N.A. (formerly NationsBank,  N.A.), as Documentation Agent, and
CRESTAR BANK and FIRST UNION NATIONAL BANK (formerly,  First Union National Bank
of Virginia), as Co-Agents.  Terms used but not otherwise defined shall have the
meanings provided in the Credit Agreement.

                               W I T N E S S E T H

     WHEREAS,  the Lenders established a $400 million credit facility (the "Bank
Credit  Facility") for the benefit of the Borrower pursuant to the terms of that
Credit Agreement dated as of July 18, 1995 (as amended and modified, the "Credit
Agreement") among the Borrower,  the Company, the Lenders identified therein and
Wachovia Bank of Georgia, N.A., as Administrative Agent;

     WHEREAS,  the commitments  under the Credit Agreement have been permanently
reduced to $200 million and will be further reduced as provided herein;

     WHEREAS,  the Company has requested  extension of the Termination  Date and
certain other modifications to the Credit Agreement;

     WHEREAS,  the requested  consents and modifications  require the consent of
the Lenders;

     WHEREAS,  the Lenders have consented to the requested  modifications on the
terms and conditions set forth herein;

     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:

     1. The Credit Agreement is amended and modified in the following respects:

          1.1 The following  definitions  are amended or added in Section 1.1 to
     read as follows:

          "Amendment No. 9" means Amendment No. 9 to this Credit Agreement dated
     as of May 25, 2000.

          "Assignment of LOC Cash  Collateral  Account" means that Assignment of
     LOC Cash  Collateral  Account  dated as of the date of Amendment  No. 9, as
     amended and modified, given by the Borrower to the Administrative Agent.

          "Assignment  of   Non-Operating   Cash  Escrow   Account"  means  that
     Assignment  of  Non-Operating  Cash Escrow  Account dated as of the date of
     Amendment No. 9, as amended and modified, given by the Borrower to Wachovia
     Bank, N.A., as Collateral Agent for the Senior Creditors (as defined in the
     Sharing Agreement).

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          "Assignment of Operating Cash Escrow Account" means that Assignment of
     Operating  Cash Escrow  Account dated as of the date of Amendment No. 9, as
     amended and  modified,  given by the Borrower to Wachovia  Bank,  N.A.,  as
     Collateral  Agent for the  Senior  Creditors  (as  defined  in the  Sharing
     Agreement).

          "Credit  Documents"  means this Credit  Agreement,  the Notes, the Fee
     Letter,  the  Sharing  Agreement,  the  Security  Agreement,  the  Mortgage
     Instruments,  the  Assignment of  Non-Operating  Cash Escrow  Account,  the
     Assignment of Operating  Cash Escrow  Account,  the  Assignment of LOC Cash
     Collateral  Account,  the Pledge Agreement and all other related agreements
     and documents issued or delivered thereunder or pursuant hereto or thereto.

          "LOC Cash  Collateral  Account"  has the meaning  specified in Section
     2.3(m).

          "MFS Master  Account"  means the operating  account  maintained by the
     Borrower with Wachovia Bank, N.A.  (account  #8735029195) and any successor
     account  established  by  the  Borrower  in  accordance  with  this  Credit
     Agreement.

          "Mortgage Instruments" means those mortgages, deeds of trust, security
     deeds and like  instruments  given for the  ratable  benefit  of the Senior
     Creditors  (as  defined in the  Sharing  Agreement)  to secure the  Secured
     Obligations (as defined in the Sharing Agreement),  in each case as amended
     and modified.

          "Non-Operating  Cash Escrow Account" has the meaning  specified in the
     Sharing Agreement.

          "Non-Operating  Cash Flow" has the  meaning  specified  in the Sharing
     Agreement.

          "Operating  Cash" means all cash received by the Company or any of its
     subsidiaries that does not constitute Non-Operating Cash Flow.

          "Operating  Cash  Escrow  Account"  has the meaning  specified  in the
     Sharing Agreement.

          "Permitted Liens" means:

          (i) Liens to secure the Secured  Obligations  (including the loans and
     obligations owing hereunder), as referenced and defined in, and as provided
     in, the Sharing Agreement;

          (ii) Liens  (other  than Liens  created or imposed  under  Title IV of
     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);

          (iii)   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 (i) 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 (ii) 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);

          (iv) Liens  (other  than Liens  created or imposed  under  Title IV of
     ERISA)  incurred or  deposits  made 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,  utilities and other similar obligations (exclusive
     of obligations for the payment of borrowed money);

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         (v) 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;

          (vi) easements,  conditions,  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;

          (vii)  Liens  on  property  which is the  subject  of  purchase  money
     Indebtedness  (including  Capital Leases and Synthetic  Leases) incurred to
     finance or refinance the purchase,  construction  or other  acquisition  of
     assets;  provided that (i) any such Lien shall attach  concurrently with or
     within 30 days  after the  acquisition  and shall be  limited  to the asset
     which  is the  subject  of the  financing,  and  (ii)  at the  time  of the
     acquisition of such asset,  the amount remaining unpaid on the Indebtedness
     secured by such Lien shall not exceed 90% (or 100% in the case of a Capital
     Lease or Synthetic Lease) of the lesser of the total purchase price or fair
     market value thereof;

          (viii) leases or subleases  granted to others not  interfering  in any
     material respect with the business of the lessor or sublessor;

          (ix) any interest or title of a lessor  under,  and Liens arising from
     UCC  financing   statements  (or  equivalent   filings,   registrations  or
     agreements  in  foreign   jurisdictions)   relating  to,  Capital   Leases,
     sale-and-leaseback transactions, credit-tenant leases, Synthetic Leases and
     other leases permitted hereunder;

          (x) 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;

          (xi) Liens  created or deemed to exist in  connection  with  Permitted
     Receivables  Financings  or  other  securitization  transactions  permitted
     hereunder (including any related filings of any financing statements),  but
     only to the extent that any such Lien relates to the applicable receivables
     actually  sold,  contributed,  financed  or  otherwise  conveyed or pledged
     pursuant  to such  financing  or  transaction  or to any  related  property
     customarily  subject  to a  Lien  in  connection  with  such  financing  or
     transaction;

          (xii)  Liens  deemed  to  exist  in  connection  with  investments  in
     repurchase agreements which constitute investments permitted hereunder;

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

          (xiv) Liens of a collecting  bank arising  under  Section 4-210 of the
     Uniform Commercial Code on items in the course of collection;

          (xv) Liens securing  Indebtedness  otherwise permitted hereunder in an
     aggregate amount not greater than $1 million;  provided that (A) such Liens
     shall be limited to specified collateral and shall not be blanket liens and
     (B) the fair market value of the collateral  shall not exceed the amount of
     Indebtedness secured thereby; and

          (xvi) Liens  existing as of the date of Amendment  No. 9 and set forth
     on  Schedule  8.2;  provided  that  (a) no such  Lien  shall at any time be
     extended to or cover any property other than the property  subject  thereto
     on the  date of  Amendment  No.  9,  and (b) the  principal  amount  of the
     Indebtedness secured by such Liens shall not be increased.

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          "Pledge Agreement" means that certain Pledge Agreement dated as of the
     date of Amendment  No. 9, as amended and  modified,  among the Borrower and
     Wachovia  Bank,  N.A.,  as  Collateral  Agent for the Senior  Creditors (as
     defined in the Sharing Agreement).

          "Security Agreement" means that certain Security Agreement dated as of
     the date of Amendment No. 9, as amended and  modified,  among the Borrower,
     the Company  and certain of their  respective  subsidiaries,  and  Wachovia
     Bank, N.A., as Collateral Agent for the Senior Creditors (as defined in the
     Sharing Agreement).

          "Sharing  Agreement" means that  Intercreditor  and Sharing  Agreement
     dated as of May 25,  2000 (being the date of  Amendment  No. 9), as amended
     and modified,  among the Lenders and Administrative  Agent under the Credit
     Agreement, the holders of the Prudential Notes identified therein, Wachovia
     Bank,  N.A. and certain  affiliates in connection  with the Wachovia  Lease
     Financing identified therein,  First Union National Bank in connection with
     the FUNB Lease Financing identified therein, the Borrower, the Company, and
     certain of their  respective  subsidiaries,  and Wachovia  Bank,  N.A.,  as
     Collateral Agent.

          "Spread Account" has the meaning specified in Section 6.11.

          "Synthetic  Lease" means any synthetic lease, tax retention  operating
     lease,  off-balance  sheet  loan or  similar  off-balance  sheet  financing
     product where such  transaction is considered  borrowed money  indebtedness
     for tax purposes,  but is  classified as an operating  lease under GAAP (it
     being  understood  that the term  "Synthetic  Lease"  shall not include any
     sale-and-leaseback  transaction,  credit-tenant  lease or  other  operating
     lease or off-balance  sheet  arrangement or financing that is classified as
     an  operating  lease  under  GAAP  but is not  treated  as  borrowed  money
     indebtedness for tax purposes).

          "Termination Date" means the earlier of:

               (i) May 24, 2001 (being the date 364 days  following  the date of
          Amendment No. 9), subject to a day-by-day  extension of the applicable
          Termination Date for each day following the date of Amendment No. 9 to
          the date 364 days then following,  unless and until the Administrative
          Agent shall give notice of termination of the "extension provision" at
          the direction of the Required  Lenders in their  discretion,  provided
          that the  Termination  Date shall not in any event be extended  beyond
          July 17,  2001  without the  written  consent of each Lender  affected
          thereby; and

               (ii)  the  date on  which  the  Commitments  shall  terminate  in
          accordance with the provisions of the Credit Agreement.


          1.2 In Section 1.1 with  respect to the  definition  of  "Consolidated
     EBITDA", clause (B) of the second sentence is amended to read as follows:

               (B) in the case of the sale or  disposition  for  value of all or
          any  portion  of  Berrios,  Mattress  Discounters,   Rhodes  or  other
          operating subsidiaries, divisions or assets (other than assets sold in
          Permitted  Receivables   Financings),   Consolidated  EBITDA  and  its
          components  shall be  adjusted to exclude  for the  applicable  period
          provided in the foregoing  clause (A), income statement items directly
          attributable to the assets,  property and/or operations which were the
          subject of such sale or disposition.

          1.3 In Section 1.1 with  respect to the  definition  of  "Consolidated
     Funded  Debt"  there  shall  be  added  to the end of such  definition  the
     following:

               , but excluding for purposes hereof amounts advanced hereunder in
          respect of the Spread Account under Section 6.11(ii).

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          1.4 In Section 1.1 with respect to the definition of "Consolidated Net
     Income",  in the  proviso  of the first  sentence,  the  "and"  immediately
     preceding  clause (iii) is deleted,  and a new clause (iv) is added to read
     as follows:

               and  (iv)  for  purposes  of  determining   compliance  with  the
          Consolidated  Leverage  Ratio in Section  7.9(b) and the  Consolidated
          Adjusted Fixed Charge Coverage Ratio in Section 7.9(c), there shall be
          excluded (A) special non-cash charges of up to $28 million (excluding,
          for purposes hereof, in any event the portion of such charges relating
          to Berrios, subject to satisfactory  documentation) in connection with
          implementation  of requirements of Securities and Exchange  Commission
          Staff  Accounting  Bulletin 101  regarding  recognition  of revenue in
          certain retail  transactions  and (B) special cash  restructuring  and
          severance charges of up to $2 million cumulative, part of which may be
          taken in the  first  fiscal  quarter  of 2000 and part of which may be
          taken in the second fiscal quarter of 2000.

          1.5 In Section 1.1 with respect to the  definition of  "Indebtedness",
     the "and" immediately preceding clause (x) is deleted, and the following is
     inserted at the end of the definition:

               , (xi) all obligations of such Person under Synthetic  Leases (it
          being  understood that such  obligations  shall not constitute  Funded
          Debt  or  Secured  Debt)  (xii)  Indebtedness  of any  partnership  or
          unincorporated joint venture in which such Person is a general partner
          or joint venturer to the extent of recourse to such Person, and (xiii)
          all  obligations  of such Person in respect of  Permitted  Receivables
          Financings  (it  being  understood  that  such  obligations  shall not
          constitute Funded Debt or Secured Debt).

          1.6 In Section 2.1(a), clause (ii) is amended to read as follows:

               "(ii) With  regard to the  Lenders  collectively,  the  aggregate
          amount of  outstanding  Committed  Loans plus the aggregate  amount of
          outstanding  Competitive  Loans shall not exceed TWO  HUNDRED  MILLION
          DOLLARS  ($200,000,000)  until July 18, 2000,  then ONE HUNDRED  FORTY
          MILLION DOLLARS  ($140,000,000) from such date and thereafter,  unless
          already  reduced  by such  date to such  level  or a  lesser  level in
          connection  with the  mandatory  commitment  reduction  provisions  of
          Section 2.3(n) or Section 3.3(c)(ii) (as such aggregate maximum amount
          may be reduced from time to time, the "Revolving Committed Amount")."

          1.7 In  Section  2.1(d)  clauses  (i) and (ii) are  amended to read as
     follows:

               (i) Base Rate Loans. During such periods as Revolving Loans shall
          be  comprised  of Base Rate  Loans,  the sum of the Base Rate plus 200
          basis points (2.0%);

               (ii)  Eurodollar  Loans.  During such periods as Revolving  Loans
          shall  be  comprised  of  Eurodollar  Loans,  the sum of the  Adjusted
          Eurodollar Rate plus 287.5 basis points (2.875%).

          1.8 New  subsections  (g) and (h) are added to Section  2.1 to read as
     follows:

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               (g)  Application  of Excess  Operating  Cash.  At the end of each
          Business Day, the Borrower  shall withdraw from the MFS Master Account
          and apply in accordance  with this Section 2.1(g) the amount,  if any,
          by which the Operating  Cash then on deposit in the MFS Master Account
          (which amount shall reflect all  transfers to and  disbursements  from
          the MFS Master  Account made on such Business Day) exceeds $5 million.
          The  Borrower  shall apply each amount  withdrawn  from the MFS Master
          Account pursuant to this Section 2.1(g) as follows: first, such amount
          shall be applied to repay the outstanding  Loans until the outstanding
          Loans shall have been paid in full; and second,  any remaining portion
          of such  amount  shall be  transferred  to the  Operating  Cash Escrow
          Account.  The  application  of Operating Cash pursuant to this Section
          2.1(g)  shall not  reduce the  aggregate  Commitments  hereunder.  The
          Borrower  shall not  terminate  or replace  the MFS Master  Account or
          otherwise  change  its  cash  management  procedures  in any  material
          respect without the prior written consent of the Administrative Agent.

               (h) Borrowings from Operating Cash Escrow  Account.  The Borrower
          may  request,  from  time to time,  one or more  withdrawals  from the
          Operating Cash Escrow  Account.  Each such request shall be treated as
          (and be subject to the same  restrictions  and limitations  applicable
          to, including the conditions to extensions of credit under Section 5.2
          and the  limitations  on use of proceeds under Section 6.11) a request
          for a Revolving  Loan,  and each  withdrawal  from the Operating  Cash
          Escrow  Account  pursuant to this Section 2.1(h) shall be treated as a
          Revolving  Loan.  The  Borrower  shall not be  entitled  to  request a
          Revolving  Loan under  Section  2.1(b) unless the amount on deposit in
          the Operating Cash Escrow Account has been reduced to zero.

          1.9 The LOC  Committed  Amount  referred  to in Section  2.3(a)(i)  is
     amended and increased from "FORTY FIVE MILLION  DOLLARS  ($45,000,000)"  to
     "FIFTY FIVE MILLION DOLLARS ($55,000,000)".

          1.10 New  subsections  (m) and (n) are added to Section 2.3 to read as
     follows:

               (m)  Establishment of LOC Cash Collateral  Account.  The Borrower
          shall establish and maintain with the  Administrative  Agent,  for the
          benefit of the Lenders and the Issuing  Lender,  a segregated  account
          designated  as  the  LOC  Cash  Collateral   Account  (the  "LOC  Cash
          Collateral Account"). The Administrative Agent, for the benefit of the
          Lenders and the Issuing  Lender,  shall  exercise  sole  dominion  and
          control over,  and shall possess all right,  title and interest in and
          to all funds on deposit from time to time in, the LOC Cash  Collateral
          Account. All funds on deposit in the LOC Cash Collateral Account shall
          be invested by the  Administrative  Agent, at the written direction of
          the   Borrower,   in   investments   reasonably   acceptable   to  the
          Administrative  Agent. All interest and other investment earnings (net
          of losses and investment expenses) on funds on deposit in the LOC Cash
          Collateral  Account  shall  be  retained  in the LOC  Cash  Collateral
          Account until applied in accordance with this Credit Agreement. On the
          date  on  which  the  loans  and   obligations   (including   the  LOC
          Obligations)  owing under this Credit Agreement have been paid in full
          and the commitments hereunder have been terminated, the Administrative
          Agent shall withdraw from the LOC Cash  Collateral  Account and pay to
          the  Borrower  all  funds,  if any,  then on  deposit  in the LOC Cash
          Collateral Account and such account shall be deemed to have terminated
          for all purposes of this Credit Agreement.

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               (n) Withdrawals from LOC Cash Collateral Account. If the Borrower
          fails to reimburse the Issuing  Lender as required by Section  2.3(d),
          the Issuing Lender may instruct the  Administrative  Agent to withdraw
          from the LOC Cash Collateral  Account and pay to the Issuing Lender an
          amount  equal  to  all  or  a  portion  of  the  unpaid  reimbursement
          obligation.  The Issuing  Lender shall use each amount  withdrawn from
          the LOC Cash  Collateral  Account  pursuant to this Section  2.3(n) to
          satisfy,  to the  extent  of such  amount,  all  unpaid  reimbursement
          obligations.  In addition,  the Borrower will use its reasonable  best
          efforts to use cash  collateral  to replace  or  otherwise  reduce the
          stated amount of Letters of Credit as soon as practicable,  but in any
          event  within  four (4) weeks of receipt of any such cash  collateral,
          and the Borrower may instruct the Administrative Agent to use all or a
          portion of the amount on deposit in the LOC Cash Collateral Account to
          reduce the  stated  amount of one or more  Letters of Credit  (through
          payments to one or more  beneficiaries  under the Letters of Credit or
          through  one or more other  arrangements).  If, but only to the extent
          that,  the Borrower is not able to use cash  collateral  to replace or
          otherwise  reduce  the stated  amount of  Letters of Credit,  the cash
          collateral  will be retained in the LOC Cash Collateral  Account.  The
          use of  amounts  on  deposit  in the LOC Cash  Collateral  Account  to
          satisfy  reimbursement  obligations  pursuant to this  Section  2.3(n)
          shall permanently reduce the aggregate  Commitments  hereunder and the
          LOC Committed  Amount unless the Borrower  shall  promptly (but in any
          event within one Business Day) make restitution to the  Administrative
          Agent  of  amounts  so used  from  the LOC  Cash  Collateral  Account;
          provided,  however,  that the  portion  of the  aggregate  Commitments
          available for Loans for general working capital purposes under Section
          6.11(i)  hereof shall not be reduced below  $45,000,000 as provided in
          Section  3.3(c)(ii)  hereof.  The use of amounts on deposit in the LOC
          Cash  Collateral  Account to reduce  the stated  amount of one or more
          Letters of Credit  pursuant to this Section  2.3(n) shall  permanently
          reduce  the  aggregate  Commitments  hereunder  and the LOC  Committed
          Amount. The Borrower shall not be entitled to request withdrawals from
          the LOC Cash Collateral Account other than to reduce the stated amount
          of one or more Letters of Credit.

          1.11 In Section 3.1, the  reference to "2% greater than the Base Rate"
     is amended to read "4% greater than the Base Rate".

          1.12 Clause (ii) of Section 3.3(c) regarding Mandatory  Prepayments is
     amended to read as follows:

               (ii) In Respect of Non-Operating  Cash Flow. The Borrower and the
          Company shall apply, or shall cause their  subsidiaries to apply,  all
          Non-Operating Cash Flow allocated to the Lenders pursuant to Section 5
          or  Section  6 of  the  Sharing  Agreement  as  follows:  first,  such
          Non-Operating  Cash Flow  shall be  applied  to repay the  outstanding
          Loans until the outstanding  Loans shall have been paid in full; then,
          any remaining portion of such Non-Operating Cash Flow shall be used to
          reduce the  stated  amount of one or more  Letters of Credit  (through
          payments to one or more  beneficiaries  under the Letters of Credit or
          through  one  or  more  other   arrangements)   or,  if  that  is  not
          practicable,  shall be transferred to the LOC Cash Collateral  Account
          as  provided  in Section  2.3(n),  until the LOC  Obligations  (net of
          amounts held in the LOC Cash Collateral  Account) have been reduced to
          zero;  and third,  any remaining  portion of  Non-Operating  Cash Flow
          shall  be  transferred  to the  Operating  Cash  Escrow  Account.  The
          application of Non-Operating  Cash Flow to repay the outstanding Loans
          pursuant  to this  Section  3.3(c)(ii)  shall  permanently  reduce the
          aggregate Commitments hereunder;  provided,  however, that the portion
          of the aggregate  Commitments  available for Loans for general working
          capital  purposes  under Section  6.11(i)  hereof shall not be reduced
          below $45,000,000 pursuant to this sentence.  The use of Non-Operating
          Cash Flow to reduce the stated amount of one or more Letters of Credit
          pursuant  to  this  Section  3.3(c)(ii)  or to  satisfy  reimbursement
          obligations  pursuant to Section 2.3(n) shall  permanently  reduce the
          aggregate  Commitments  hereunder  and the LOC Committed  Amount.  The
          transfer of Non-Operating Cash Flow to the LOC Cash Collateral Account
          pursuant to this  Section  3.3(c)(ii)  shall not reduce the  aggregate
          Commitments  hereunder or the LOC Committed  Amount until such time as
          they are  withdrawn  or  disbursed  therefrom  to replace or otherwise
          reduce  the  stated   amount  of  Letters  of  Credit  or  to  satisfy
          reimbursement obligations as provided in Section 2.3(n).

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          1.13 Section 3.4(a) is amended to read as follows:

               (a) Facility  Fee. In  consideration  of the  Commitments  by the
          Lenders  hereunder,  the Borrower agrees to pay to the  Administrative
          Agent for the  ratable  benefit  of the  Lenders a  facility  fee (the
          "Facility  Fee") equal to 62.5 basis  points  (.625%) per annum on the
          aggregate  Revolving  Committed Amount in effect from time to time for
          the applicable  period. The Facility Fee shall be payable quarterly in
          arrears on the 15th day following the end of each calendar quarter.

          1.14 Section 6.11 is amended in its entirety to read as follows:

               Section  6.11.  Purpose  of Loans  and  Letters  of  Credit.  The
          proceeds of the Loans may be used as follows:

                    (i) subject to the following sentence, up to $105 million in
               Loans hereunder may be used for general working capital  purposes
               in the ordinary course of business consistent with past practices
               of the Company and  consistent  with the Company's 2001 operating
               plan. For purposes of this clause (i),  "general  working capital
               purposes"  shall  include  capital  expenditures,  but  shall not
               include  (A) the  funding  of  acquisitions,  (B) the  payment of
               dividends  (other  than  regular  quarterly  dividends  on common
               stock),  (C)  the  payment  of  other  Funded  Debt  (other  than
               scheduled  payment or payment at maturity  of up to $1.5  million
               per annum of Funded Debt not  subject to the Sharing  Agreement),
               or (D) the funding of any  working  capital  shortfall  resulting
               from the termination  of, or accumulation or amortization  under,
               any securitization program;

                    (ii) up to an additional $40 million in Loans  hereunder may
               be used solely for general working capital purposes (as described
               in clause (i) above) in the event the funding of spread  accounts
               (collectively,  the "Spread Accounts") is required under existing
               securitization  programs  because the long-term  senior unsecured
               debt rating of the  Company,  or, if the Company is not so rated,
               the Borrower,  is reduced below Ba3 by Moody's Investors Service,
               Inc. or below BB- by Standard & Poor's;  provided,  however, that
               up to $20  million in Loans under this clause (ii) (with such $20
               million maximum amount reduced by any amounts  withdrawn from the
               Non-Operating  Cash  Escrow  Account  and either used for working
               capital or applied to the  Secured  Obligations  pursuant  to the
               Sharing  Agreement)  may be  used  for  general  working  capital
               purposes  (as  described  in clause (i) above) to the extent that
               the full amount of  availability  under clause (i) above has been
               utilized; and

                    (iii) up to $55 million in Letters of Credit  hereunder  (or
               in Loans hereunder  advanced to repay  reimbursement  obligations
               arising on account of a drawing  under  Letters of Credit) may be
               issued to support  workers'  compensation  programs or industrial
               revenue bond financings.

                                       67
<PAGE>
          The amount described in clause (i) above shall be permanently  reduced
          by the amount of any permanent reduction in the aggregate  Commitments
          resulting from the application of Non-Operating Cash Flow to repay the
          outstanding Loans pursuant to Section 3.3(c)(ii). The amount described
          in clause (iii) above shall be  permanently  reduced by any  permanent
          reduction  in the  aggregate  Commitments  resulting  from  the use of
          amounts on deposit  in the LOC Cash  Collateral  Account to replace or
          otherwise  reduce the stated amount of Letters of Credit or to satisfy
          reimbursement  obligations  pursuant  to  Section  2.3(n).  The amount
          described  in clause  (iii)  above  shall not be  reduced  by  amounts
          deposited into the LOC Cash Collateral Account until such time as they
          are  withdrawn or disbursed  therefrom to replace or otherwise  reduce
          the stated  amount of  Letters  of Credit or to satisfy  reimbursement
          obligations as provided in Section 2.3(n). Notwithstanding anything to
          the  contrary  contained  herein,  the amount  described in clause (i)
          above shall be  permanently  reduced to $45 million (if not previously
          reduced to $45 million as a result of the application of Non-Operating
          Cash Flow or the use of amounts on deposit in the LOC Cash  Collateral
          Account) on July 18, 2000.

          1.15 In Section 7.2, subsection (d) is renumbered as subsection "(i)",
     and new  subsections  (d),  (e),  (f),  (g) and  (h) are  added  to read as
     follows:

               (d)  engagement  within 30 days of the date of Amendment No. 9 of
          Ernst & Young or another  independent  firm  approved by the  Required
          Lenders   in  their   reasonable   discretion   to   review   internal
          accounting/reporting procedures and related matters in connection with
          developing  appropriate cash flow report and forecast forms for use in
          monitoring the Company's liquidity position;

               (e)  delivery of the first such cash flow report and  forecast by
          the  Company  within  90  days  of the  date of  Amendment  No.  9 and
          thereafter  not later than the 15th  Business  Day of each  succeeding
          month;

               (f)  delivery  within 5  Business  Days of  receipt of the annual
          independent accountants' servicing report delivered in connection with
          the Company's securitization programs;

               (g) delivery  within 15 Business Days after the end of each month
          of an accounts  receivable  and accounts  payable aging report in form
          and detail  acceptable to the  Administrative  Agent in its reasonable
          discretion;

               (h)  immediate  notice  to  the   Administrative   Agent  of  the
          occurrence of an event which would result in unscheduled  amortization
          under any securitization transaction;

          1.16 Section 7.9 is amended in its entirety to read as follows:

               7.9 Financial Covenants.

               (a)  Consolidated  Net Worth.  There shall be  maintained  at all
          times a  Consolidated  Net  Worth of not less  than the sum of  eighty
          percent  (80%) of actual  Consolidated  Net Worth as of  February  29,
          2000, plus, on May 31, 2000 and on the last day of each fiscal quarter
          thereafter, an amount equal to fifty percent (50%) of Consolidated Net
          Income for the fiscal  quarter  then  ending (but not less than zero),
          such increases to be cumulative.

                                       68
<PAGE>
               (b)  Consolidated  Leverage  Ratio.  As of the end of each fiscal
          quarter to occur after February 29, 2000,  there shall be maintained a
          Consolidated Leverage Ratio of not greater 5.25:1.0.

               (c)  Consolidated  Adjusted Fixed Charge  Coverage  Ratio.  There
          shall be  maintained a  Consolidated  Adjusted  Fixed Charge  Coverage
          Ratio of not less than  1.1:1.0 as of the end of the  fiscal  quarters
          ending May 31, 2000 and August 31, 2000, and 1.15:1.0 as of the end of
          each fiscal quarter ending thereafter

               (d) Minimum  Monthly Cash Flow.  Maintenance  of minimum  monthly
          cash  flow  from   operations  at  levels  to  be  determined  by  the
          Administrative  Agent and approved by the Required  Lenders based as a
          percentage  (not to exceed 85%) of estimated  monthly  operating  cash
          flow  in the  cash  flow  forecast  report  provided  pursuant  to the
          provisions of Section 7.2(d) hereof.

          1.17  Sections  8.1  regarding   the   incurrence   and  existence  of
     Indebtedness  and Section 8.2  regarding  the  incurrence  and existence of
     Liens are amended to read as follows:

               8.1 Indebtedness. The Company will not, nor will it permit any of
          its  Subsidiaries  (including the Borrower and the Furniture  Company)
          to,  contract,   create,   incur,   assume  or  permit  to  exist  any
          Indebtedness, except:

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

                    (b) Indebtedness  existing as of the date of Amendment No. 9
               and set forth on Schedule  8.1; and  renewals,  refinancings  and
               extensions thereof that do not increase the outstanding principal
               amount thereof;

                    (c) purchase money  Indebtedness  (including  obligations in
               respect  of Capital  Leases and  Synthetic  Leases)  incurred  to
               finance  or  refinance  the  purchase,   construction   or  other
               acquisition of fixed assets, subject to the terms and limitations
               provided therefor in the definition of "Permitted Liens";

                    (d) obligations  owing 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;

                    (e) unsecured intercompany Indebtedness owing by and between
               the Company or its Subsidiaries;

                    (f)  obligations  incurred  or  arising in  connection  with
               securitization  transactions,   sale-and-leaseback  transactions,
               credit-tenant leases and Synthetic Lease transactions, so long as
               the net proceeds  realized  therefrom  are applied to the Secured
               Obligations,  as  referenced  and defined in, and as provided in,
               the  Sharing  Agreement,  or are  applied to reduce the  invested
               amount  of  other  securitization  transactions  or to  fund  the
               accumulation   or    amortization    of   other    securitization
               transactions;

                                       69
<PAGE>
                    (g) other  unsecured  Indebtedness  of the  Borrower  or the
               Company in an aggregate amount not to exceed $750,000 at any time
               outstanding; and

                    (h)  Guarantee  Obligations  of the  Company  in  respect of
               Indebtedness permitted under this Section 8.1;

               8.2 Liens.  The Company  will not,  nor will it permit any of its
          Subsidiaries  (including  the Borrower and the Furniture  Company) to,
          create, incur, assume or permit to exist any Liens with respect to any
          of its  property  or assets  of any kind  (whether  real or  personal,
          tangible or intangible),  whether now owned or after  acquired,  other
          than Permitted Liens.

          1.18 In Section 9,  subsection  (m) is deleted and replaced with a new
     subsection (m) and a new subsection (n) is added to read as follows:

               (m) The  Borrower  shall  fail  to  implement  a plan  reasonably
          acceptable to the Administrative Agent and the Required Lenders by the
          date 60 days prior to the then scheduled  commencement of accumulation
          or  amortization  under the  existing  securitization  programs  (with
          verification  of the date of accumulation or amortization is scheduled
          to begin) and to accommodate such accumulation or amortization without
          access to this Agreement; or

               (n) The commitment  termination  date shall occur with respect to
          the   Heilig-Meyers   Master  Trust  Series  1997-1  Variable  Funding
          Certificates;

     2. The Lenders  hereby  confirm that they have waived the  requirements  of
Sections  7.9(b) and 7.9(c) of the Credit  Agreement  for the fiscal year ending
February 29, 2000.

     3. The Borrower and the Company hereby  acknowledge  and agree that (i) the
aggregate  Commitments under the Credit Agreement have been permanently  reduced
to $200 million as of the date hereof, (ii) the aggregate  Commitments under the
Credit  Agreement  will be further  permanently  reduced on a  dollar-for-dollar
basis by amounts  received from  Non-Operating  Cash Flow for application to the
loans and  obligations  under the Credit  Agreement  as provided in Section 5 or
Section 6 of the Sharing  Agreement,  (iii) the aggregate  Commitments under the
Credit  Agreement will be  permanently  reduced to $140 million on July 18, 2000
(unless the Commitments  shall have been  previously  reduced to such level or a
lesser level in connection with the mandatory commitment  reductions  referenced
in the foregoing  clause (ii) hereof),  (iv) the subfacility for Swingline Loans
is eliminated and the  commitments  thereunder  and relating  thereto are hereby
terminated,  and (v) Competitive  Loans are no longer available under the Credit
Agreement.

     4.  Release of Claims.  The Company  and the  Borrower  hereby  release the
Administrative Agent and the Lenders, and their affiliates, directors, officers,
employees, attorneys and representatives (collectively,  the "Released Parties")
from the following to the extent  arising from or in connection  with the Credit
Agreement, the loans or obligations thereunder or any of the Credit Documents or
other documents relating thereto: (i) damages,  claims,  liabilities,  causes of
action,  contracts,  or controversies of any type, kind, nature,  description or
character, (ii) breaches of contract or duty of any type of relationship,  (iii)
acts or omissions,  and (iv)  commitments  or promises of any type made prior to
the date hereof (the matters described in the preceding clauses (i) through (iv)
(being referred to collectively as the "Claims"),  whether or not the Claims are
now know,  unknown, or unforeseen,  or are liquidated or unliquidated,  which in
any way  arise  out of,  or  relate  to,  the  Credit  Agreement,  the  loans or
obligations  thereunder  or any of  the  Credit  Documents  or  other  documents
relating  thereto  or any  failure of any of the  Released  Parties to honor any
prior  commitment or any documents,  agreements or other  instruments in any way
related to the Credit Agreement,  the loans or obligations  thereunder or any of
the Credit Documents or other documents relating thereto.

                                       70
<PAGE>
     5.  In  consideration  of the  extension  of  Termination  Date  and  other
accommodations made hereby, the Borrower hereby agrees to pay the Administrative
Agent for the benefit of the Lenders an extension fee (the  "Extension  Fee") as
follows:

               (i) First  Stage.  An amount  equal to  twenty-five  basis points
          (0.25%) on the aggregate  Commitments  in effect on the effective date
          of this Amendment payable on the effective date of this Amendment.

               (ii) Second Stage.  An amount equal to fifty basis points (0.50%)
          on the  aggregate  Commitments  then  in  effect  on the  date 90 days
          following the date of this Amendment.

     6. This  Amendment  shall be effective upon  satisfaction  of the following
conditions:

          (a)  execution of this  Amendment by the  Borrower,  the Company,  the
     Administrative Agent and the Lenders;

          (b) receipt of copies of fully  executed  amendments of the Prudential
     Notes,  the  Wachovia  Lease  Financing  documentation  and the FUNB  Lease
     Financing  documentation  consistent  with the Term Sheet  dated  March 31,
     2000;

          (c) receipt of a fully  executed  copy of the Sharing  Agreement,  the
     Security   Agreement,   the  Mortgage   Instruments,   the   Assignment  of
     Non-Operating  Cash  Escrow  Account,  the  Assignment  of  Operating  Cash
     Account, the Assignment of LOC Collateral Account, the Pledge Agreement and
     the delivery of the collateral required to be delivered  thereunder and UCC
     financing  statements relating thereto (including the mortgage  instruments
     and other collateral instruments relating to the real property);

          (d)  receipt of legal  opinions  of counsel  for the  Company  and the
     Borrower   in  form   and   substance   reasonably   satisfactory   to  the
     Administrative Agent and the Required Lenders, including enforceability and
     no conflicts opinions;

          (e) receipt by the Administrative Agent for the benefit of the Lenders
     of:

               (i) the First Stage portion of the  Extension  Fee  referenced in
          Section 5(i) above; and

               (ii) an amendment fee (the "Amendment Fee") in an amount equal to
          twenty-five  basis  points  (0.25%) on the  aggregate  Commitments  in
          effect.

     7. The Company and the Borrower hereby affirm that the  representations and
warranties set out in Section 6 of the Credit  Agreement are true and correct in
all material respects as of the date hereof (except those which expressly relate
to an earlier period or date).

     8. Except as modified hereby, all of the terms and provisions of the Credit
Agreement  (including  Schedules  and  Exhibits)  shall remain in full force and
effect.

     9. The  Borrower  agrees to pay all  reasonable  costs and  expenses of the
Administrative Agent in connection with the preparation,  execution and delivery
of this Amendment, including without limitation the reasonable fees and expenses
of Moore & Van Allen, PLLC.

     10. This Amendment may be executed in any number of  counterparts,  each of
which when so executed and delivered  shall be deemed an original,  and it shall
not be  necessary  in making  proof of this  Amendment to produce or account for
more than one such counterpart.

     11. This Amendment shall be deemed to be a contract made under, and for all
purposes  shall be construed in accordance  with, the laws of the State of North
Carolina.

                  [Remainder of Page Intentionally Left Blank]

                                       71
<PAGE>

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

BORROWER:              MACSAVER FINANCIAL SERVICES, INC., a Delaware corporation

                       By:    /s/Dossi V. Bhavnagri
                              ----------------------------
                       Name:  Dossi V. Bhavnagri
                       Title: Vice President

COMPANY:               HEILIG-MEYERS COMPANY, a Virginia corporation

                       By:    /s/Roy B. Goodman
                              ----------------------------
                       Name:  Roy B. Goodman
                       Title: Executive Vice President

LENDERS:               WACHOVIA BANK, N.A., as Administrative Agent for the Bank
                       Lenders under the Credit Agreement and as a Lender under
                       the Credit Agreement

                       By:    /s/Christopher C. Borin
                              ----------------------------
                       Name:  Christopher C. Borin
                       Title: Senior Vice President

                       BANK OF AMERICA, N.A.

                       By:    /s/William Crawford
                              ----------------------------
                       Name:  William Crawford
                       Title: Managing Director

                       FIRST UNION NATIONAL BANK

                       By:    /s/L.S. Cundiff
                              ----------------------------
                       Name:  L.S. Cundiff
                       Title: Senior Vice President

                       CRESTAR BANK

                       By:    /s/Brad H. Hooker
                              ----------------------------
                       Name:  Brad H. Hooker
                       Title: Senior Vice President

                       SUNTRUST BANK

                       By:    /s/Brad H. Hooker
                              ----------------------------
                       Name:  Brad H. Hooker
                       Title: Director

                       THE FUJI BANK, LIMITED

                       By:    /s/Raymond Ventura
                              ---------------------------
                       Name:  Raymond Ventura
                       Title: Vice President and Manager

                       THE FIRST NATIONAL BANK OF CHICAGO

                       By:    /s/Jacqueline D. Yardley
                              ---------------------------
                       Name:  Jacqueline D. Yardley
                       Title: First Vice President

                       CREDIT LYONNAIS NEW YORK BRANCH

                       By:    /s/Ann G. Shian
                              ---------------------------
                       Name:  Ann G. Shian
                       Title: Vice President

                       THE BANK OF TOKYO-MITSUBISHI, LTD.

                       By:    /s/Gary L. England
                              ---------------------------
                       Name:  Gary L. England
                       Title: Vice President and Manager

                       MLO CLO XIX Sterling (Cayman) Ltd.
                       By:  Sterling Asset Manager, L.L.C.,
                            As its Investment Advisor

                       By:    signature illegible
                       Name:
                       Title: Executive Vice President

                       PNC BANK, National Association

                       By:    /s/Tom McCool
                              -----------------------------
                       Name:  Tom McCool
                       Title:

                                       72
<PAGE>

                                  Schedule 8.1
             Indebtedness Existing as of the Date of Amendment No. 9


DESCRIPTION/LENDER                            AMOUNT

7.60% notes due 2007                        175,000,000
7.88% notes due 2003                        200,000,000
7.40% notes due 2002                        100,000,000

Prudential Series A Notes                    60,000,000

FANB - Nashville                                319,146
Nationsbank - IDB Russellville                  259,638
Small Business Administration                   103,498
Fred Lord (Richmond)                             36,291
FANB - Kingsport                                 29,991
Home Beneficial Mortgage 240                      7,920
Home Beneficial Mortgage 230                      7,590

Capitalized leases:
Sandersonville, GA                              289,111
Plymouth, NC                                     96,478
Franklin, KY                                    288,857
Roomstore West-Data General                     130,936
Roomstore West-Pioneer                           33,624


                                       73
<PAGE>


                                  Schedule 8.2
                Liens Existing as of the Date of Amendment No. 9


LIENHOLDER                                AMOUNT OF LIEN

FANB - Nashville                                 319,146
Nationsbank - IDB Russellville                   259,638
Small Business Administration                    103,498
Fred Lord (Richmond)                              36,291
FANB - Kingsport                                  29,991
Home Beneficial Mortgage 240                       7,920
Home Beneficial Mortgage 230                       7,590



                                       74
<PAGE>