EXHIBIT 10.uu

                                 AMENDMENT NO. 6

     THIS  AMENDMENT NO. 6 (the  "Amendment")  dated as of February 24, 1999, 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,
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 have  established a $400 million 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 Borrower has requested  certain  modifications  to the Credit
Agreement;

     WHEREAS,  the  modifications  requested  hereby  require the consent of the
Required Lenders; and

     WHEREAS, the Required Lenders have consented to the requested modifications
on  the  terms  and  conditions  set  forth  herein  and  have   authorized  the
Administrative Agent to enter into this Amendment on their behalf to give effect
to this Amendment;

     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. Amendment. 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  Date"  means  February  24,  1999  (being the date of
          Amendment No. 6).

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

               "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,  the last day of each  March,  June,  September  and
          December,  the date of  repayment  of  principal  of such Loan and the
          Termination  Date, and (iii) as to any Eurodollar  Loan or Competitive
          Loan, the last day of each Interest  Period for such Loan, the date of
          repayment of principal of such Loan and on the  Termination  Date, and
          in addition  where the applicable  Interest  Period is more than three
          months,  then also on the date three months from the  beginning of the
          Interest  Period,  and each three months  thereafter  until the end of
          such  Interest  Period.  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, except that in the case
          of Eurodollar  Loans where the next  succeeding  Business Day falls in
          the  next  succeeding  calendar  month,  then  on the  next  preceding
          Business Day.

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               "Interest  Period" means (i) with respect 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  extensions  and  conversions),  (ii) with  respect  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  2.4(b)(i),  commencing  in  each  case  on  the  date  of
          borrowing,  and (iii) with respect to any  Competitive  Loan, a period
          beginning on the date of borrowing and ending on the date specified in
          the  respective  Competitive  Bid  whereby  the  offer  to  make  such
          Competitive Loan was extended, which shall be not less than 7 days nor
          more than 180 days' duration;  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 (except
          that  where  the  next  succeeding  Business  Day  falls  in the  next
          succeeding  calendar month, then on the next preceding  Business Day),
          (B) no Interest Period shall extend beyond the  Termination  Date, and
          (C) in the case of Eurodollar  Loans,  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 Business Day of such calendar month.

               "Issuing  Lender" means Wachovia Bank,  N.A., or any other Lender
         which may agree to issue Letters of Credit hereunder.

               "Letters  of  Credit"  means any  letter of credit  issued  under
          Section 2.3(a).

               "LOC  Committed  Amount"  means  such term as  defined in Section
          2.3(a).

               "LOC  Documents"  means  any  Letter  of  Credit,  together  with
          amendments and modifications relating thereto,  documents delivered in
          connection  therewith,  applications relating thereto, and agreements,
          instruments,   guarantees  or  other  documents  (whether  general  in
          application  or  applicable  only to a  particular  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
          aggregate  maximum  amount  available  to be drawn  under  Letters  of
          Credit,   assuming  compliance  with  all  requirements  for  drawings
          thereunder,  and (ii)  the  aggregate  amount  of all  drawings  under
          Letters of Credit which have not been reimbursed.

               "Note" or "Notes"  means the  Committed  Notes,  the  Competitive
          Notes  and/or  the  Swingline   Note,   collectively,   separately  or
          individually, as appropriate.

               "Participation  Interest"  means  the  purchase  by a Lender of a
          participation  in LOC  Obligations as provided in Section  2.3(c),  in
          Swingline  Loans as  provided in Section  2.4(b)(iii)  and in Loans as
          provided in Section 3.12.

               "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.

               "Swingline  Committed  Amount"  means the amount of the Swingline
          Lender's Commitment as specified in Section 2.4(a).

               "Swingline Lender" means Wachovia Bank, N.A., or any other Lender
          which  may  agree  to  make  Swingline  Loans  hereunder,   and  their
          respective successors.

               "Swingline  Loan"  means a swingline  revolving  loan made by the
          Swingline Lender pursuant to the provisions of Section 2.4.

               "Swingline  Note" means the  promissory  note of the  Borrower in
          favor  of the  Swingline  Lender  evidencing  the  Swingline  Loans in
          substantially the form attached as Schedule 2.4(a), as such promissory
          note may be  amended,  modified,  supplemented,  extended,  renewed or
          replaced from time to time.

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          1.2 Section 2 is amended and restated to read as follows:

                                    SECTION 2
                                CREDIT FACILITIES

          2.1 Revolving Loans.

          (a) Revolving Commitment. During the Commitment Period, subject to the
     terms and conditions hereof, each Lender severally agrees to make revolving
     credit  loans (the  "Revolving  Loans") to the  Borrower  for the  purposes
     hereinafter  set  forth;  provided  that (i)  with  regard  to each  Lender
     individually,  such Lender's Commitment Percentage of Committed Loans shall
     not exceed such Lender's  Revolving  Committed Amount, and (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 FOUR HUNDRED MILLION  DOLLARS (as such aggregate  maximum amount may
     be reduced from time to time, the "Revolving Committed Amount").  Revolving
     Loans may consist of Base Rate Loans or Eurodollar  Loans, or a combination
     thereof,  as the Borrower may request,  and may be repaid and reborrowed in
     accordance with the provisions hereof.

          (b) Revolving Loan Borrowings.

               (i) Notice of Borrowing.  The Borrower  shall request a Revolving
          Loan  borrowing  by  written  notice  (or  telephone  notice  promptly
          confirmed in writing) to the Administrative Agent not later than 11:00
          A.M.  (Atlanta,  Georgia  time) on the Business  Day 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 (a "Notice
          of  Borrowing")  is attached as Schedule  2.1(b)(i).  If the  Borrower
          shall  fail  to  specify  in  any  such  Notice  of  Borrowing  (I) an
          applicable Interest Period in the case of a Eurodollar Loan, then such
          notice  shall be deemed to be a request for an Interest  Period of one
          month, or (II) the type of Revolving Loan requested,  then such notice
          shall be deemed to be a request  for a Base Rate Loan  hereunder.  The
          Administrative  Agent shall give notice to each Lender  promptly  upon
          receipt  of  each  Notice  of  Borrowing   pursuant  to  this  Section
          2.1(b)(i),  the contents  thereof and each such Lender's  share of any
          borrowing to be made pursuant thereto.

               (ii) Minimum Amounts. Each Revolving Loan borrowing shall be in a
          minimum aggregate amount of $2,000,000 (or the remaining amount of the
          Revolving  Committed Amount, if less), in the case of Base Rate Loans,
          and  $5,000,000,  in the case of  Eurodollar  Loans,  and in each case
          integral multiples of $1,000,000 in excess thereof.

               (iii) Advances.  Each Lender will make its Commitment  Percentage
          of each Revolving Loan borrowing available to the Administrative Agent
          for the account of the  Borrower  at the office of the  Administrative
          Agent  specified  in Schedule  2.1(a),  or at such other office as the
          Administrative  Agent may designate in writing, by 1:00 P.M. (Atlanta,
          Georgia  time) on the  date  specified  in the  applicable  Notice  of
          Borrowing  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 on the books of such office  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) Repayment.  The principal  amount of all Revolving  Loans shall be
     due and payable in full on the Termination Date.

          (d)  Interest.  Subject to the  provisions  of Section 3.1,  Revolving
     Loans shall bear interest a per annum rate equal to:

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


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

               Interest on  Revolving  Loans shall be payable in arrears on each
          applicable Interest Payment Date.

          (e) Committed  Notes. The Revolving Loans shall be evidenced by a duly
     executed Committed Note in favor of each Lender.

          (f) Maximum Number of Eurodollar  Loans.  The Borrower will be limited
     to a maximum number of ten (10) 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.

          2.2 Competitive Loan Subfacility.

          (a) Competitive Loans.  During the Commitment  Period,  subject to the
     terms and  conditions  hereof,  from such time as the  Company  shall  have
     attained, and for so long as the Company shall maintain

               (A) Pricing Level I or II status, where the Company does not have
          a senior  unsecured  (non-credit  enhanced) long term debt rating from
          both S&P and Moody's, or

               (B) Pricing Level I, II, III or IV status,  where the Company has
          a senior  unsecured  (non-credit  enhanced) long term debt rating from
          both S&P and Moody's,

         the  Borrower may from time to time request and each Lender may, in its
         sole  discretion,  agree to make,  Competitive  Loans to the  Borrower;
         provided,  however, (i) the aggregate amount of Competitive Loans shall
         not at any time exceed the aggregate  Revolving  Committed  Amount (the
         "Competitive Loan Maximum  Amount"),  and (ii) the sum of the aggregate
         amount of  Committed  Loans plus the  aggregate  amount of  Competitive
         Loans shall not at any time exceed the  aggregate  Revolving  Committed
         Amount. Each Competitive Loan shall be not less than $10,000,000 in the
         aggregate and integral multiples of $1,000,000 in excess thereof.

               (b)   Competitive   Bid   Requests.   The  Borrower  may  solicit
          Competitive   Bids  by   delivery   of  a   Competitive   Bid  Request
          substantially in the form of Schedule  2.2(b)-1 to the  Administrative
          Agent by 11:00 A.M. (Atlanta, Georgia time) on a Business Day not less
          than one (1) nor more than four (4) Business Days prior to the date of
          a requested  Competitive  Loan  borrowing.  A Competitive  Bid Request
          shall specify (i) the date of the requested Competitive Loan borrowing
          (which  shall be a Business  Day),  (ii) the  amount of the  requested
          Competitive  Loan borrowing and (iii) the applicable  Interest Periods
          requested and shall be accompanied by payment of the  Competitive  Bid
          Request Fee, if any. The  Administrative  Agent shall promptly  notify
          the  Lenders  of its  receipt of a  Competitive  Bid  Request  and the
          contents thereof and invite the Lenders to submit  Competitive Bids in
          response  thereto.  A form of such  notice  is  provided  in  Schedule
          2.2(b)-2.  No more than one Competitive Bid Request shall be submitted
          at any one  time  and  Competitive  Bid  Requests  may be made no more
          frequently than once every five (5) Business Days.

               (c)  Competitive  Bid  Procedure.  Each  Lender  may, in its sole
          discretion,  make  one or more  Competitive  Bids to the  Borrower  in
          response to a Competitive  Bid Request.  Each  Competitive Bid must be
          received  by the  Administrative  Agent  not  later  than  10:00  A.M.
          (Atlanta,  Georgia time) on the Business Day next  succeeding the date
          of  receipt  by such  Lender of a  related  Competitive  Bid  Request;
          provided,  however,  in the  event  the  Administrative  Agent  (or an
          Affiliate of the  Administrative  Agent), in its capacity as a Lender,
          should  elect to submit a  Competitive  Bid in  response  to a related
          Competitive Bid Request, it shall submit such Competitive Bid directly
          to the Borrower by 9:45 A.M. (Atlanta,  Georgia time) on the date such
          Competitive  Bid is due. A Lender may offer to make all or part of the
          requested   Competitive   Loan  borrowing  and  may  submit   multiple
          Competitive  Bids  in  response  to a  Competitive  Bid  Request.  The
          Competitive  Bid shall  specify  (i) the  particular  Competitive  Bid
          Request as to which the Competitive Bid is submitted, (ii) the minimum
          (which shall be not less than  $1,000,000  and  integral  multiples of
          $500,000  in excess  thereof)  and  maximum  principal  amounts of the
          requested  Competitive  Loan or Loans  which the  Lender is willing to
          make,  and (iii) the  applicable  interest  rate or rates and Interest
          Period or Periods therefor. A form of such Competitive Bid is provided
          in  Schedule  2.2(c).  A  Competitive  Bid  submitted  by a Lender  in
          accordance  with  the  provisions  hereof  shall be  irrevocable.  The
          Administrative  Agent  shall  promptly  notify  the  Borrower  of  all
          Competitive Bids made and the terms thereof.  The Administrative Agent
          shall send a copy of each of the Competitive  Bids to the Borrower for
          its records as soon as practicable.


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               (d) Acceptance of Competitive Bids. The Borrower may, in its sole
          and  absolute  discretion,  subject  only  to the  provisions  of this
          subsection (d), accept or refuse any Competitive Bid offered to it. To
          accept a Competitive Bid, the Borrower shall give written notification
          (or telephone notice promptly  confirmed in writing)  substantially in
          the  form of  Schedule  2.2(e)  of its  acceptance  of any or all such
          Competitive Bids to the  Administrative  Agent by 11:00 A.M. (Atlanta,
          Georgia  time) on the  date on  which  notice  of  election  to make a
          Competitive Bid is required to be given by the Lenders pursuant to the
          terms of subsection (c) above;  provided,  however, (i) the failure by
          the Borrower to give timely notice of its  acceptance of a Competitive
          Bid shall be deemed to be a refusal  thereof,  (ii) the  Borrower  may
          accept  Competitive  Bids only in ascending order of rates,  (iii) the
          aggregate  amount of  Competitive  Bids accepted by the Borrower shall
          not exceed the  principal  amount  specified  in the  Competitive  Bid
          Request,  (iv) the Borrower may accept a portion of a Competitive  Bid
          in the event,  and to the  extent,  acceptance  of the  entire  amount
          thereof  would  cause the  Borrower  to exceed  the  principal  amount
          specified  in the  Competitive  Bid  Request,  subject  however to the
          minimum  amounts  provided herein (and provided that where two or more
          such  Lenders  may  submit  such a  Competitive  Bid at the same  such
          Competitive Bid Rate, then pro rata between or among such Lenders) and
          (v) no bid  shall be  accepted  for a  Competitive  Loan  unless  such
          Competitive  Loan is in a minimum  principal  amount of $1,000,000 and
          integral multiples of $500,000 in excess thereof,  except that where a
          portion  of a  Competitive  Bid is  accepted  in  accordance  with the
          provisions  of  subsection  (iv) hereof,  then in a minimum  principal
          amount of $100,000  and  integral  multiples  thereof  (but not in any
          event less than the minimum amount specified in the Competitive  Bid),
          and in calculating  the pro rata allocation of acceptances of portions
          of multiple  bids at a  particular  Competitive  Bid Rate  pursuant to
          subsection  (iv)  hereof,  the  amounts  shall be rounded to  integral
          multiples of $100,000 in a manner which shall be in the  discretion of
          the Borrower. A notice of acceptance of a Competitive Bid given by the
          Borrower  in   accordance   with  the   provisions   hereof  shall  be
          irrevocable. The Administrative Agent shall, not later than 12:00 Noon
          (Atlanta, Georgia time) on the date on which notice of the election to
          make  a  Competitive   Bid  is  required  to  be  given,   notify  the
          Administrative  Agent  and  each  bidding  Lender  whether  or not its
          Competitive  Bid has been  accepted  (and if so, in what amount and at
          what Competitive Bid Rate), and each successful  bidder will thereupon
          become bound,  subject to the other applicable  conditions  hereof, to
          make  the  Competitive  Loan in  respect  of  which  its bid has  been
          accepted.

               (e) Funding of Competitive  Loans. Each Lender which is to make a
          Competitive Loan shall make its Competitive  Loan borrowing  available
          to the  Administrative  Agent for the  account of the  Borrower at the
          office of the Administrative Agent specified in Schedule 2.1(a), or at
          such  other  office  as the  Administrative  Agent  may  designate  in
          writing, by 1:30 P.M. (Atlanta, Georgia time) on the date specified in
          the  Competitive  Bid  Request  in  Dollars  and in funds  immediately
          available to the  Administrative  Agent.  Such  borrowing will then be
          made  available  to the  Borrower  by  crediting  the  account  of the
          Borrower on the books of such office with the  aggregate of the amount
          made available to the Administrative  Agent by the Competitive Lenders
          and in like funds as received by the Administrative Agent.

               (f) Maturity of Competitive  Loans.  Each  Competitive Loan shall
          mature and be due and payable in full on the last day of the  Interest
          Period  applicable  thereto.  Unless the Borrower shall give notice to
          the  Administrative  Agent otherwise,  the Borrower shall be deemed to
          have  requested  a Base  Rate  Loan  borrowing  in the  amount  of the
          maturing Competitive Loan, the proceeds of which will be used to repay
          such Competitive Loan.

               (g) Interest on Competitive  Loans.  Subject to the provisions of
          Section 3.1, Competitive Loans shall bear interest in each case at the
          Competitive Bid Rate applicable thereto. Interest on Competitive Loans
          shall be payable in arrears on each Interest Payment Date.

               (h)  Competitive  Loan  Notes.  The  Competitive  Loans  shall be
          evidenced by a duly executed  promissory  note of the Borrower to each
          Lender in an original  principal  amount equal to the Competitive Loan
          Maximum Amount and substantially in the form of Schedule 2.2(h).


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          2.3 Letter of Credit Subfacility.

               (a) Issuance.  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 Lenders shall  participate in,
          such Letters of Credit as the Borrower may request for its own account
          or for the account of a subsidiary or affiliate as provided herein, in
          a form reasonably  acceptable to the Issuing Lender,  for the purposes
          hereinafter set forth;  provided that (i) the aggregate  amount of LOC
          Obligations shall not exceed THIRTY-FIVE MILLION DOLLARS ($35,000,000)
          at any time  (the "LOC  Committed  Amount"),  (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 the Revolving  Committed  Amount,  and (iii) with regard to
          each Lender  individually,  such  Lender's  Commitment  Percentage  of
          Committed  Loans shall not exceed such  Lender's  Revolving  Committed
          Amount.  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.

               (b) Notice and Reports.  Any request for the issuance of a Letter
          of Credit shall be submitted by the Borrower to the Issuing  Lender at
          least three (3) Business Days prior to the requested  date of issuance
          (or such shorter period as may be agreed by the Issuing  Lender).  The
          Issuing  Lender  will  provide  to the  Administrative  Agent at least
          monthly,  and more frequently upon request,  a detailed summary report
          on its  Letters  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 Lenders at least  quarterly,  and more frequently
          upon request,  a detailed  summary report on its Letters of Credit and
          the activity thereon,  including,  among other things, the name of the
          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 the  Letters of Credit to the  Administrative
          Agent and the Lenders promptly upon request.

               (c)  Participation.  Each  Lender,  upon  issuance of a Letter of
          Credit,   shall  be  deemed  to  have  purchased  without  recourse  a
          participation  interest  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 the  respective  Commitment  Percentages of
          the Lenders) 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  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 such 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 (d) hereof.  The obligation of each 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.


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<PAGE>

               (d)  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
          the Borrower  intends to otherwise  reimburse  the Issuing  Lender for
          such drawing,  the Borrower shall be deemed to have requested that the
          Lenders  make a  Revolving  Loan  in the  amount  of such  drawing  as
          provided in subsection (e) hereof,  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
          notifies the Issuing  Lender that it intends to reimburse  the Issuing
          Lender other than through a Revolving Loan and  thereafter  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 to receive
          consideration    or   the    legality,    validity,    regularity   or
          unenforceability  of the Letter of Credit,  but  excluding any defense
          based upon the gross  negligence or willful  misconduct of the Issuing
          Lender.  The Issuing Lender will promptly  notify the other Lenders of
          the amount of any unreimbursed  drawing and each 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
          Lender's  pro rata share of such  unreimbursed  drawing.  Such payment
          shall be made on the day such  notice is  received by such Lender from
          the  Issuing  Lender if such notice is received at or before 2:00 P.M.
          (Atlanta,  Georgia  time)  otherwise  such payment shall be made at or
          before  12:00 Noon  (Atlanta,  Georgia  time) on the Business Day next
          succeeding  the day such notice is  received.  If such Lender does not
          pay such amount to the Issuing Lender in full upon such request,  such
          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  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  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  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 Lender to the  Issuing  Lender,
          such Lender shall, automatically and without any further action on the
          part of the Issuing Lender or such 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.


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<PAGE>

               (e)  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 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  2.1(b)(i) with respect  thereto) shall
          be  immediately  made to the Borrower by all Lenders  (notwithstanding
          any  termination  of the  Commitments  pursuant to Section 9) pro rata
          based  on  the  respective  Commitment   Percentages  of  the  Lenders
          (determined before giving effect to any termination of the Commitments
          pursuant to Section 9) and the proceeds thereof shall be paid directly
          to  the  Issuing   Lender  for   application  to  the  respective  LOC
          Obligations.  Each 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 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 bankruptcy or insolvency  proceeding
          with respect to the Borrower or any guarantor),  then each such 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  Interests in the
          outstanding  LOC  Obligations as shall be necessary to cause each such
          Lender  to share  in such  LOC  Obligations  ratably  (based  upon the
          respective  Commitment  Percentages of the Lenders  (determined before
          giving  effect  to any  termination  of the  Commitments  pursuant  to
          Section  9)),  provided  that in the event such payment is not made on
          the day of drawing,  such 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.

               (f)  Designation  of  Subsidiaries   and  Affiliates  as  Account
          Parties.  Notwithstanding  anything to the  contrary set forth in this
          Credit Agreement,  including without limitation Section 2.3(a) hereof,
          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
          subsidiary or affiliate, provided that notwithstanding such statement,
          the Borrower  shall be deemed to be the 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.

               (g) 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.

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

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<PAGE>

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

                    (i) In addition to its other  obligations under this Section
               2.3, 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 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 such  Issuing  Lender  under  any
               resulting  liability to the Borrower.  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 any  subsidiary  or  affiliate  for whom a Letter  of
               Credit is issued),  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 (i) is intended to limit the
               reimbursement obligations of the Borrower contained in subsection
               (d) above.  The obligations of the Borrower under this subsection
               (i) 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  (i), 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,  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,  unless such payment is
               prohibited by any law, regulation, court order or decree.


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<PAGE>

               (j) 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 2.3 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 2.3 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.

               (k)  Conflict  with LOC  Documents.  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.

               (l)  Requirements  of Law.  The  provisions  of Section 3.8 shall
          apply with equal  effect to  Letters of Credit and the  Borrower  will
          promptly pay any such  additional  amounts owing in respect of Letters
          of Credit by operation thereof.

     2.4 Swingline Loan Subfacility.

          (a) Swingline Commitment. During the Commitment Period, subject to the
     terms and  conditions  hereof,  the  Swingline  Lender,  in its  individual
     capacity,  agrees to make certain revolving credit loans (each a "Swingline
     Loan" and,  collectively,  the "Swingline Loans") to the Borrower from time
     to time for the purposes hereinafter set forth; provided,  however, (i) the
     aggregate principal amount of Swingline Loans outstanding at any time shall
     not exceed TEN MILLION  DOLLARS  ($10,000,000)  (the  "Swingline  Committed
     Amount"),  and (ii) with regard to the Lenders collectively,  the aggregate
     amount  of  outstanding  Committed  Loans  plus  the  aggregate  amount  of
     Competitive  Loans  shall  not  exceed  the  Revolving   Committed  Amount.
     Swingline  Loans  hereunder shall be made as Base Rate Loans or Quoted Rate
     Swingline  Loans,  as the  Borrower  may  request,  and  may be  repaid  or
     reborrowed in accordance with the provisions hereof.

          (b) Swingline Loan Advances.

               (i)  Notices;  Disbursement.  Whenever  the  Borrower  desires  a
          Swingline  Loan advance  hereunder  it shall give  written  notice (or
          telephonic  notice  promptly  confirmed  in writing) to the  Swingline
          Lender  not later  than  11:00  A.M.  (Atlanta,  Georgia  time) on the
          Business Day of the requested Swingline Loan advance. Each such notice
          shall be  irrevocable  and shall  specify  (A) that a  Swingline  Loan
          advance is  requested,  (B) the date of the requested  Swingline  Loan
          advance  (which shall be a Business Day) and (C) the principal  amount
          of and Interest Period for the Swingline Loan advance requested.  Each
          Swingline  Loan shall have such maturity date as the Swingline  Lender
          and the Borrower  shall agree upon receipt by the Swingline  Lender of
          any such notice from the Borrower. The Swingline Lender shall initiate
          the transfer of funds  representing  the Swingline Loan advance to the
          Borrower by 3:00 P.M.  (Atlanta,  Georgia time) on the Business Day of
          the requested borrowing.

               (ii) Minimum  Amounts.  Each Swingline Loan advance shall be in a
          minimum  principal  amount of $1,000,000 and in integral  multiples of
          $100,000 in excess  thereof (or the remaining  amount of the Swingline
          Committed Amount, if less).

               (iii) Repayment of Swingline  Loans.  The principal amount of all
          Swingline  Loans  shall be due and  payable on the  earlier of (A) the
          maturity date agreed to by the Swingline  Lender and the Borrower with
          respect to such Loan or (B) the Termination Date. The Swingline Lender
          may, at any time,  in its sole  discretion,  by written  notice to the
          Borrower and the 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 and upon
          acceleration  of  the  indebtedness  hereunder  and  the  exercise  of
          remedies in accordance with the provisions of Section 9. Each Lender


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<PAGE>

          hereby  irrevocably  agrees  to make its pro rata  share 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 bankruptcy or insolvency  proceeding
          with  respect to the  Borrower  or any  guarantor),  then each  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 Lender to share in such  Swingline  Loans  ratably based upon its
          Commitment  Percentage of the Revolving  Committed Amount  (determined
          before giving effect to any termination of the Commitments pursuant to
          Section 9),  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 purchased and (B)
          at the time any purchase of Participation  Interests  pursuant to this
          sentence is actually made, the purchasing  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 subsection (c)
          below,  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.

          (c) Interest on Swingline Loans.

          Subject to the  provisions of Section 3.1, each  Swingline  Loan shall
     bear interest at a per annum rate equal to (i) if such  Swingline Loan is a
     Base Rate Loan,  the Base Rate plus the Applicable  Percentage,  or (ii) if
     such  Swingline  Loan is a Quoted Rate  Swingline  Loan,  the Quoted  Rate.
     Interest on Swingline  Loans shall be payable in arrears on each applicable
     Interest Payment Date (or at such other times as may be specified  herein),
     unless accelerated sooner pursuant to Section 9.

          (d)  Swingline  Note.  The  Swingline  Loans shall be evidenced by the
     Swingline Note.

          1.3 Sections 3.3 and 3.4 are amended and restated to read as follows:

          3.3 Reductions in Commitments and Prepayments.

          (a) Voluntary Reduction of Commitments.  The Borrower may from time to
     time permanently  reduce the Commitments  hereunder in whole or in part (in
     each such case in a minimum  aggregate  amount of $10,000,000  and integral
     multiples of  $1,000,000 in excess  thereof) upon three (3) Business  Days'
     prior written notice to the Administrative Agent.

          (b) Voluntary Prepayments. The Borrower shall have the right to prepay
     Loans in whole or in part from time to time  without  premium  or  penalty;
     provided, however, that (i) Competitive Loans and Committed Loans which are
     Eurodollar  Loans may only be prepaid on three Business Days' prior written
     notice  to the  Agent  and any  prepayment  of such  Competitive  Loans  or
     Committed Loans which are Eurodollar Loans will be subject to Section 3.10;
     and (ii) each such partial  prepayment  of Committed  Loans shall be in the
     minimum  principal  amount of  $2,000,000,  in the case of Committed  Loans
     which are Base Rate Loans and  $5,000,000,  in the case of Committed  Loans
     which are  Eurodollar  Loans and  $10,000,000,  in the case of  Competitive
     Loans, and in each case integral multiples of $1,000,000 in excess thereof.


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<PAGE>

          (c) Mandatory Prepayments. If at any time (i) the sum of the aggregate
     principal amount of Committed Loans plus the aggregate  principal amount of
     Competitive  Loans shall exceed the aggregate  Revolving  Committed Amount,
     (ii) the aggregate principal 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
     principal  amount of Competitive  Loans shall exceed the  Competitive  Loan
     Maximum Amount,  the Borrower shall  immediately  make payment on the Loans
     and/or to a cash collateral account in respect of the LOC Obligations in an
     amount sufficient to eliminate the deficiency.

          (d) Application.  Unless otherwise specified by the Borrower,  amounts
     prepaid on the Loans shall be applied  first to  Swingline  Loans,  then to
     Revolving  Loans which are Base Rate Loans,  then to Revolving  Loans which
     are Eurodollar Loans in direct order of Interest Period maturities, then to
     a  cash  collateral  account  to  secure  LOC  Obligations,   and  then  to
     Competitive  Loans in direct order of Interest  Period  maturities.  In the
     case of a mandatory  prepayment  required in respect of  Competitive  Loans
     pursuant  to  subsection  (c)(iv)  hereinabove,  the amount  required to be
     prepaid hereunder shall serve to temporarily reduce the aggregate Revolving
     Committed Amount (for purposes of borrowing availability hereunder, but not
     for purposes of computation of fees) by the amount of the payment  required
     until such time as the situation  described in subsection  (c)(iv) shall no
     longer exist.

          (e) Notice.  The Borrower  will provide  notice to the  Administrative
     Agent of any  prepayment by 11:00 A.M.  (Atlanta,  Georgia time) on the day
     prior to the date of prepayment. Amounts paid on the Loans under subsection
     (b) and (c)(i) hereof may be reborrowed in accordance  with the  provisions
     hereof.

          3.4 Fees.

          (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
     the Applicable  Percentage per annum on the aggregate  Revolving  Committed
     Amount in effect from time to time for the applicable  period. The Facility
     Fee shall  accrue  from the date hereof and shall be payable  quarterly  in
     arrears on the 15th day following the end of each calendar quarter.

          (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 for Eurodollar  Loans 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 quarter (or portion thereof) beginning with the
          first such date to occur after the Amendment Date.

               (ii) Issuing Lender Fee. 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
          .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 (collectively, the "Issuing Lender Fees").

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

          1.4 Section 7.9(b) is amended and restated to read as follows:

          (b) Fixed Charge  Coverage  Ratio. As of the end of the fiscal quarter
     ending February 28, 1999, there shall be maintained a Fixed Charge Coverage
     Ratio of at least 1.15:1.00;  provided,  however, that compliance with this
     covenant  shall not be tested  until March 31, 1999 (for the period  ending
     February 28, 1999); provided, further, that the Company shall not be deemed
     to have  defaulted in the due  performance  or  observance  of this Section
     7.9(b) prior to March 31, 1999.

          1.5 A new Section 8.7 is added to read as follows:


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          8.7 Modifications and Prepayments in respect of Other Funded Debt. The
     Company  will  not,  without  the prior  written  consent  of the  Required
     Lenders,  (i) amend or modify the terms of  repayment  of any other  Funded
     Debt in an aggregate  principal  amount in excess of $5,000,000 in a manner
     adverse to the Lenders (including the shortening of any maturity or average
     life to  maturity,  any  requirement  for  prepayment  or  other  provision
     providing for payment of principal  prior to stated  maturity) or (ii) make
     any unscheduled prepayment, redemption, defeasance or acquisition for value
     (including  by way of deposit  of money or  securities  for the  purpose of
     payment when due) of any other Funded Debt in an aggregate principal amount
     in excess of $5,000,000.

          1.6 A new subsection (l) is added to Section 9 to read as follows:

                  (l) The  Borrower  shall fail to pay when due (either with the
         proceeds of a Revolving  Loan  obtained  hereunder  or  otherwise)  any
         reimbursement obligation owing in respect of LOC Obligations;

          1.7  At  the  end  of  clause  (ii)  of  the  first  sentence  in  the
     continuation  paragraph at the end of Section 9 there shall be inserted the
     phrase ", and the  Administrative  Agent shall have the right,  among other
     things,   to  demand  immediate  cash  collateral  in  the  amount  of  LOC
     Obligations then outstanding".


          2.  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 Required Lenders;

               (b)  receipt  by the Bank of legal  opinions  of  counsel  to the
          Borrower  and the  Company  relating  to this  Amendment  in form  and
          substance  satisfactory to the  Administrative  Agent and the Required
          Lenders;

               (c) receipt by the  Administrative  Agent for the ratable benefit
          of the consenting Lenders of an Amendment Fee of five (5) basis points
          on the  aggregate  amount of  Commitments  held by each of the Lenders
          consenting to this Amendment.

          3. 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.

          4. 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.

          5. 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.

          6. 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.


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

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

                                    By:_______________________________
                                    Name:
                                    Title:


COMPANY:                            HEILIG-MEYERS COMPANY,
                                    a Virginia corporation

                                    By:_______________________________
                                    Name:
                                    Title:

ADMINISTRATIVE
 AGENT:                             WACHOVIA BANK, N.A., as Administrative Agent
                                    for and on behalf of the Lenders

                                    By:_______________________________
                                    Name:
                                    Title:


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                           CONSENT TO AMENDMENT NO. 6


Wachovia Bank, N.A., as Administrative Agent
191 Peachtree Street, N.E.
29th Floor, MC-3490
Atlanta, Georgia 30303
Attn: Syndication Services

          Re:

          Credit  Agreement  dated as of July 18, 1995 (as amended and modified,
          the "Credit  Agreement")  among  MacSaver  Financial  Services,  Inc.,
          Heilig-Meyers  Company,  Inc.,  the  Lenders  identified  therein  and
          Wachovia Bank of Georgia,  N.A. (now known as Wachovia Bank, N.A.), as
          Administrative  Agent. Terms used but not otherwise defined shall have
          the meanings provided in the Credit Agreement.

          Amendment  No. 6 dated  February  24, 1999 (the  "Subject  Amendment")
          relating to the Credit Agreement

Ladies and Gentlemen:

         This  should  serve to confirm  our  receipt  of, and  consent  to, the
Subject Amendment.  We hereby authorize and direct you, as Administrative  Agent
for the Lenders, to enter into the Subject Amendment on our behalf in accordance
with the terms of the Credit  Agreement  upon your  receipt of such  consent and
direction from the Required Lenders, and agree that the Borrower and the Company
may rely on such authorization.

                                   Sincerely,



                                   -----------------------------
                                          [Name of Lender]

                                   By:__________________________
                                   Name:
                                   Title:



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                                 Schedule 2.4(d)
                             Form of Swingline Note

                             FORM OF SWINGLINE NOTE

$10,000,000                                                    February 24, 1999


                  FOR VALUE  RECEIVED,  MACSAVER  FINANCIAL  SERVICES,  INC.,  a
Delaware  corporation (the  "Borrower"),  hereby promises to pay to the order of
WACHOVIA BANK, N.A., its successors and permitted assigns (the "Lender"), at the
office of Wachovia  Bank,  N.A., as  Administrative  Agent (the  "Administrative
Agent"), at 191 Peachtree Street, N.E., 29th Floor,  MC-3940,  Atlanta,  Georgia
30303,  Attn:  Syndication  Services  (or at such  other  place or places as the
holder  hereof may  designate),  at the times set forth in the Credit  Agreement
dated as of July  18,  1995  among  the  Borrower,  Heilig-Meyers  Company,  the
Lenders, the Administrative Agent and NationsBank,  N.A., as Documentation Agent
(as it may be amended,  modified,  extended or restated  from time to time,  the
"Credit  Agreement";  all capitalized  terms not otherwise  defined herein shall
have the meanings set forth in the Credit Agreement), but in no event later than
July 18, 2000,  in Dollars and in  immediately  available  funds,  the principal
amount of TEN  MILLION  DOLLARS  ($10,000,000)  or, if less than such  principal
amount, the aggregate unpaid principal amount of all Swingline Loans made by the
Lender to the  Borrower  pursuant to the Credit  Agreement,  and to pay interest
from the date hereof on the unpaid  principal  amount hereof,  in like money, at
said office,  on the dates and at the rates selected in accordance  with Section
2.4(d) of the Credit Agreement.

         Upon the occurrence  and during the  continuance of an Event of Default
the balance outstanding hereunder shall bear interest as provided in Section 3.1
of the  Credit  Agreement.  Further,  in the event the  payment  of all sums due
hereunder is accelerated  under the terms of the Credit Agreement and this Note,
and all other  indebtedness of the Borrower to the Lender owing under the Credit
Agreement shall become immediately due and payable, without presentment, demand,
protest or notice of any kind, all of which are hereby waived by the Borrower.

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

         All borrowings  evidenced by this Note and all payments and prepayments
of the principal  hereof and interest  hereon and the  respective  dates thereof
shall be  endorsed  by the  holder  hereof on  Schedule  A  attached  hereto and
incorporated  herein by reference,  or on a continuation  thereof which shall be
attached hereto and made a part hereof;  provided,  however, that any failure to
endorse such  information on such schedule or continuation  thereof shall not in
any manner  affect the  obligation of the Borrower to make payments of principal
and interest in accordance with the terms of this Note.

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

                        MACSAVER FINANCIAL SERVICES, INC.

                                         By     _______________________________

                                         Title _______________________________







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