LINE OF CREDIT AGREEMENT


                          Dated as of January 26 , 1999


                                  By And Among


                               HUGHES SUPPLY, INC.

                                       AND

              SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
                    individually and as Administrative Agent,
                           FIRST UNION NATIONAL BANK,
                    individually and as Documentation Agent,
                               NATIONSBANK, N.A.,
                      individually and as Syndication Agent
                     SOUTHTRUST BANK, NATIONAL ASSOCIATION,
                          individually and as Co-Agent,
                              ABN AMRO BANK, N.V.,
                                 PNC BANK, N.A.,
                              WACHOVIA BANK, N.A.,
                              THE FIFTH THIRD BANK,
                           HIBERNIA NATIONAL BANK and
              other financial institutions becoming a party hereto


================================================================================

                                 King & Spalding
                           191 Peachtree Street, N.E.
                             Atlanta, Georgia 30303
                           Attn: Carolyn Zander Alford
                                 (404) 572-4600


<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

DEFINITIONS; CONSTRUCTION.....................................................1
     Definitions..............................................................2
     Accounting Terms and Determination......................................18
     Other Definitional Terms................................................18
     Exhibits and Schedules..................................................18
LINE OF CREDIT COMMITMENT....................................................18
     Line of Credit Commitment; Use of Proceeds..............................18
     Line of Credit Notes; Repayment of Principal............................19
     Voluntary Reduction of Line of Credit Commitments.......................19
     Extension of the Line of Credit Termination Date........................20
GENERAL LOAN TERMS...........................................................20
     Funding Notices.........................................................20
     Disbursement of Funds...................................................22
     Interest................................................................23
     Interest Periods........................................................25
     Fees....................................................................26
     Voluntary Prepayments of Borrowings.....................................26
     Payments, etc...........................................................27
     Interest Rate Not Ascertainable, etc....................................28
     Illegality..............................................................29
     Increased Costs.........................................................29
     Lending Offices.........................................................31
     Funding Losses..........................................................31
     Assumptions Concerning Funding of Eurodollar Advances...................31
     Apportionment of Payments...............................................32
     Sharing of Payments, Etc................................................32
     Capital Adequacy........................................................32
     Benefits to Guarantors..................................................33
     Limitation on Certain Payment Obligations...............................33
CONDITIONS TO BORROWINGS.....................................................34
     Conditions Precedent to Initial Line of Credit Loans....................34
     Conditions to All Line of Credit Loans..................................36
REPRESENTATIONS AND WARRANTIES...............................................37
     Organization and Qualification..........................................37
     Corporate Authority.....................................................38
     Financial Statements....................................................38
     Tax Returns.............................................................38
     Actions Pending.........................................................38
     Representations; No Defaults............................................38
     Title to Properties.....................................................39


                                       -ii-

<PAGE>


     Enforceability of Agreement.............................................39
     Consent.................................................................39
     Use of Proceeds; Federal Reserve Regulations............................39
     ERISA...................................................................39
     Subsidiaries............................................................40
     Outstanding Indebtedness................................................40
     Conflicting Agreements..................................................40
     Pollution and Other Regulations.........................................41
     Possession of Franchises, Licenses, Etc.................................42
     Patents, Etc............................................................42
     Governmental Consent....................................................42
     Disclosure..............................................................43
     Insurance Coverage......................................................43
     Labor Matters...........................................................43
     Intercompany Loans; Dividends...........................................43
     Burdensome Restrictions.................................................44
     Investment Company Act, Etc.............................................44
     Notice of Non-Compliance with Laws......................................44
     Year 2000 Issues........................................................44
AFFIRMATIVE COVENANTS........................................................44
     Corporate Existence, Etc................................................44
     Compliance with Laws, Etc...............................................45
     Payment of Taxes and Claims, Etc........................................45
     Keeping of Books........................................................45
     Visitation, Inspection, Etc.............................................45
     Insurance; Maintenance of Properties....................................45
     Reporting Covenants.....................................................46
     Financial Covenants.....................................................49
     Notices Under Certain Other Indebtedness................................50
     Additional Guarantors...................................................50
     Financial Statements; Fiscal Year.......................................50
     Ownership of Guarantors.................................................50
NEGATIVE COVENANTS...........................................................51
     Indebtedness............................................................51
     Liens...................................................................51
     Mergers, Acquisitions, Sales, Etc.......................................52
     Investments, Loans, Etc.................................................53
     Sale and Leaseback Transactions.........................................54
     Transactions with Affiliates............................................54
     Optional Prepayments....................................................54
     Changes in Business.....................................................54
     ERISA...................................................................54
     Additional Negative Pledges.............................................55
     Limitation on Payment Restrictions Affecting Consolidated Companies.....55


                                      -iii-

<PAGE>


     Actions Under Certain Documents.........................................55
EVENTS OF DEFAULT............................................................55
     Payments................................................................55
     Covenants Without Notice................................................56
     Other Covenants.........................................................56
     Representations.........................................................56
     Non-Payments of Other Indebtedness......................................56
     Defaults Under Other Agreements.........................................56
     Bankruptcy..............................................................56
     ERISA...................................................................57
     Money Judgment..........................................................57
     Ownership of Credit Parties and Pledged Entities........................58
     Change in Control of Borrower...........................................58
     Default Under Other Credit Documents....................................58
     Attachments.............................................................58
THE AGENT....................................................................59
     Appointment of Administrative Agent.....................................59
     Nature of Duties of Administrative Agent................................59
     Lack of Reliance on the Administrative Agent............................59
     Certain Rights of the Administrative Agent..............................60
     Reliance by Administrative Agent........................................60
     Indemnification of Administrative Agent.................................60
     The Administrative Agent in Its Individual Capacity.....................61
     Holders of Line of Credit Notes.........................................61
     Successor Administrative Agent..........................................61
     Documentation Agent.....................................................62
     Syndication Agent.......................................................62
MISCELLANEOUS................................................................62
     Notices.................................................................62
     Amendments, Etc.........................................................63
     No Waiver; Remedies Cumulative..........................................63
     Payment of Expenses, Etc................................................63
     Right of Setoff.........................................................65
     Benefit of Agreement....................................................65
     Governing Law; Submission to Jurisdiction...............................67
     Independent Nature of Lenders' Rights...................................68
     Counterparts............................................................68
     Effectiveness; Survival.................................................69
     Severability............................................................69
     Independence of Covenants...............................................69
     Change in Accounting Principles, Fiscal Year or Tax Laws................69
     Headings Descriptive; Entire Agreement..................................70
     Time is of the Essence..................................................70
     Usury...................................................................70


                                      -iv-

<PAGE>


      Construction...........................................................70
      Waiver of Effect of Corporate Seal.....................................70
      IN.....................................................................71


                                      -v-
<PAGE>



                                    SCHEDULES

Schedule 5.01     Organization and Ownership of Subsidiaries
Schedule 5.11     Employee Benefit Matters
Schedule 5.14     Conflicting Agreements
Schedule 5.15(a)  Environmental Compliance
Schedule 5.22     Intercompany Loans
Schedule 7.01(b)  Existing Indebtedness
Schedule 7.02     Existing Liens


                                    EXHIBITS

Exhibit A     Form of Syndicate Note
Exhibit B     Form of Competitive Bid Note
Exhibit C     Form of Closing Certificate
Exhibit D     Form of Assignment and Acceptance


                                      -vi-


<PAGE>


                            LINE OF CREDIT AGREEMENT


         THIS  LINE OF  CREDIT  AGREEMENT,  dated as of  January  26,  1999 (the
"Agreement")  by  and  among  HUGHES  SUPPLY,  INC.   ("Borrower"),   a  Florida
corporation,  SUNTRUST BANK, CENTRAL FLORIDA,  NATIONAL ASSOCIATION,  ("SunTrust
Bank,  Central  Florida") a national banking  association,  FIRST UNION NATIONAL
BANK, a national  banking  association,  NATIONSBANK,  N.A., a national  banking
association,   SOUTHTRUST  BANK,  NATIONAL   ASSOCIATION,   a  national  banking
association, ABN AMRO BANK, N.V., a banking corporation organized under the laws
of the Netherlands,  PNC BANK, N.A., a national  banking  association,  WACHOVIA
BANK,  N.A., a national  banking  association,  THE FIFTH THIRD BANK, a national
banking association,  HIBERNIA NATIONAL BANK, a national banking association and
such other  financial  institutions  becoming a party  hereto from time to time,
(individually,  a "Lender" and  collectively,  the  "Lenders"),  SUNTRUST  BANK,
CENTRAL FLORIDA,  NATIONAL  ASSOCIATION as administrative  agent for the Lenders
(in such capacity,  the "Administrative  Agent"),  FIRST UNION NATIONAL BANK, as
documentation  agent  for the  Lenders  (in such  capacity,  the  "Documentation
Agent"),  NATIONSBANK,  N.A.,  as  syndication  agent for the  Lenders  (in such
capacity,  the "Syndication  Agent"), and SOUTHTRUST BANK, NATIONAL ASSOCIATION,
as Co-agent for the Lenders (in such capacity, the "Co-Agent").

                              W I T N E S S E T H :

         WHEREAS,   Borrower  has  requested   that  the  Lenders   establish  a
$75,000,000  line of credit  facility in favor of  Borrower,  and subject to the
terms and conditions contained herein, the Lenders are willing to establish such
line of credit facility in favor of Borrower subject to the terms and conditions
set forth below;

         NOW,  THEREFORE,  in consideration of the mutual covenants made herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby  acknowledged,  the  parties  hereto,  intending  to be legally
bound, agree as follows:

                                    ARTICLE 1

                            DEFINITIONS; CONSTRUCTION

         Section  1.1.  Definitions.  As  used  in  this  Agreement,  and in any
instrument,  certificate,  document or report  delivered  pursuant  hereto,  the
following terms shall have the following  meanings (to be equally  applicable to
both the singular and plural forms of the term defined):


<PAGE>


         "Administrative  Agent" shall mean SunTrust Bank,  Central  Florida,  a
national banking association,  as administrative agent for the Lenders hereunder
and under the other Credit Documents, and each successor administrative agent.

         "Adjusted  LIBO Rate" shall mean with respect to each  Interest  Period
for a  Eurodollar  Advance,  the rate  obtained by  dividing  (A) LIBOR for such
Interest  Period by (B) a  percentage  equal to 1 minus the then stated  maximum
rate  (stated as a decimal) of all  reserves  requirements  (including,  without
limitation, any marginal,  emergency,  supplemental,  special or other reserves)
applicable  to any  member  bank of the  Federal  Reserve  System in  respect of
Eurodollar  liabilities  as defined in  Regulation  D (or against any  successor
category of liabilities as defined in Regulation  D). The  Administrative  Agent
shall promptly notify the Borrower of any such reserve  requirements that become
applicable.

         "Advance"  shall  mean any  principal  amount  advanced  and  remaining
outstanding  at any time under the Line of Credit Loans,  which Advance shall be
made  or  outstanding  as a  Base  Rate  Advance,  Competitive  Bid  Advance  or
Eurodollar Advance, as the case may be.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling,  controlled by, or under common control with, such Person,  whether
through the  ownership  of voting  securities,  by contract  or  otherwise.  For
purposes of this definition, "control" (including with correlative meanings, the
terms  "controlling",  "controlled  by",  and "under  common  control  with") as
applied to any Person,  means the  possession,  directly or  indirectly,  of the
power to direct or cause the  direction of the  management  and policies of that
Person.

         "Agents"  shall  mean,  collectively,  the  Administrative  Agent,  the
Documentation Agent, the Syndication Agent and the Co-Agent.

         "Agreement"  shall  mean  this  Line of  Credit  Agreement,  either  as
originally  executed  or as it may be from time to time  supplemented,  amended,
restated, renewed or extended and in effect.

         "Applicable   Facility  Fee  Percentage"   shall  mean  the  percentage
designated below based on Borrower's  Leverage Ratio for the most recently ended
fiscal quarter for which financial  statements  have been delivered  pursuant to
Section 6.07(a) or (b):

            Leverage Ratio                Applicable Facility Fee
                                       Percentage for Line of Credit
                                              Commitments:
        --------------------------------------------------------------
           Less than 0.4:1.0                     0.125%
        --------------------------------------------------------------
         Greater than or equal to
        0.4:1.0 but less than 0.45:1.0           0.15%
        --------------------------------------------------------------
         Greater than or equal to
        0.45:1.0 but less than 0.5:1.0           0.175%
        --------------------------------------------------------------
         Greater than or equal to
        0.5:1.0 but less than 0.55:1.0           0.225%
        --------------------------------------------------------------
         Greater than or equal to
        0.55:1.0                                 0.275%
        --------------------------------------------------------------

                                      -2-

<PAGE>

provided, however, that:

          (a) The  Applicable  Facility Fee Percentage in effect as of
     the date of execution and delivery of this Agreement is .175% for
     the Line of Credit Commitments,  and such percentage shall remain
     in  effect  until  such  time  as  the  Applicable  Facility  Fee
     Percentage may be adjusted as hereinafter provided; and

          (b)  Adjustments,  if any, to the  Applicable  Facility  Fee
     Percentages  based on changes in the ratios set forth above shall
     be made and  become  effective  on the  first  day of the  fiscal
     quarter   immediately   following   delivery  of  the   financial
     statements required pursuant to Section 6.07(b),  and (ii) on the
     first day of the second fiscal quarter immediately  following the
     last day of any fiscal year of Borrower.

          (c) Notwithstanding the foregoing,  at any time during which
     Borrower  has  failed to deliver  the  financial  statements  and
     certificates  when  required  by Section  6.07(a) and (b), as the
     case may be, the  Applicable  Facility  Fee  Percentage  shall be
     0.275% until such time as the delinquent financial statements are
     delivered at which time the  Applicable  Facility Fee  Percentage
     shall be reset as provided above.

         "Applicable Margin" shall mean the percentage designated below based on
Borrower's  Leverage  Ratio for the most recently ended fiscal quarter for which
financial statements have been delivered pursuant to Section 6.07(a) or (b):


            Leverage Ratio              Applicable Margin for Line
                                         of Credit Commitments:
        --------------------------------------------------------------
           Less than 0.4:1.0                      0.275%
        --------------------------------------------------------------
          Greater than or equal to
        0.4:1.0 but less than 0.45:1.0            0.35%
        --------------------------------------------------------------
          Greater than or equal to
        0.45:1.0 but less than 0.5:1.0            0.575%
        --------------------------------------------------------------
          Greater than or equal to
        0.5:1.0 but less than 0.55:1.0            0.65%
        --------------------------------------------------------------
          Greater than or equal to
        0.55:1.0                                  0.85%
        --------------------------------------------------------------


                                      -3-

<PAGE>

provided, however, that:

          (a)  The  Applicable  Margin  in  effect  as of the  date of
     execution and delivery of this Agreement is .575% for the Line of
     Credit  Commitments,  and such percentage  shall remain in effect
     until  such time as the  Applicable  Margin  may be  adjusted  as
     hereinafter provided; and

          (b) Adjustments,  if any, to the Applicable  Margin based on
     changes in the ratios  set forth  above  shall be made and become
     effective  on the first  day of the  fiscal  quarter  immediately
     following delivery of the financial  statements required pursuant
     to  Section  6.07(b),  and (ii) on the  first  day of the  second
     fiscal quarter  immediately  following the last day of any fiscal
     year of Borrower.

          (c) Notwithstanding the foregoing,  at any time during which
     Borrower  has  failed to deliver  the  financial  statements  and
     certificates  when  required  by Section  6.07(a) and (b), as the
     case may be, the Applicable Margin shall be 0.85% until such time
     as the  delinquent  financial  statements  are delivered at which
     time the Applicable Margin shall be reset as provided above

         "Asbestos  Laws" means the common law in all  federal,  state and local
and foreign jurisdictions and other laws in such jurisdictions, and regulations,
codes, orders, decrees, judgments or injunctions issued,  promulgated,  approved
or entered  thereunder,  now or  hereafter in effect  relating to or  concerning
asbestos or asbestos-containing material, including without limitation, exposure
to asbestos or asbestos-containing material.

         "Asset Value" shall mean,  with respect to any property or asset of any
Consolidated  Company as of any particular  date, an amount equal to the greater
of (i) the  then  book  value  of such  property  or  asset  as  established  in
accordance  with GAAP,  and (ii) the then fair market value of such  property or
asset as determined in good faith by the board of directors of such Consolidated
Company.

         "Assignment  and  Acceptance"  shall mean an assignment  and acceptance
entered into by a Lender and an Eligible  Assignee in accordance  with the terms
of this Agreement and substantially in the form of Exhibit D.

         "Bankruptcy  Code" shall mean The  Bankruptcy  Code of 1978, as amended
and in effect from time to time (11 U.S.C.ss. 101 et seq.).


                                      -4-

<PAGE>

         "Base  Rate"  shall  mean  (with  any  change  in the  Base  Rate to be
effective as of the date of change of either of the following  rates) the higher
of (a) the rate which the  Administrative  Agent designates from time to time to
be its prime lending  rate, as in effect from time to time,  and (b) the Federal
Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%)
per annum. The Administrative Agent's prime lending rate is a reference rate and
does not  necessarily  represent  the lowest or best rate charged to  customers;
Administrative  Agent  may make  commercial  loans  or  other  loans at rates of
interest at, above or below the Administrative Agent's prime lending rate.

         "Base Rate Advance" shall mean an Advance bearing interest based on the
Base Rate.

         "Base Rate Loan"  shall mean any Line of Credit  Loan  hereunder  which
bears interest at the Base Rate.

         "Borrowing" shall mean the incurrence by Borrower under any Facility of
Advances  of one Type  concurrently  having  the  same  Interest  Period  or the
continuation or conversion of an existing Borrowing or Borrowings in whole or in
part.

         "Business Day" shall mean,  with respect to Eurodollar  Loans,  any day
other than a day on which  commercial  banks are closed or required to be closed
for domestic and international  business,  including dealings in Dollar deposits
on the London  interbank  market,  and with  respect to all other Line of Credit
Loans  and  matters,  any day other  than  Saturday,  Sunday  and a day on which
commercial banks are required to be closed for business in Atlanta,  Georgia, or
Orlando, Florida.

         "Capitalized  Lease Obligations" shall mean all lease obligations which
have been or are required to be, in  accordance  with GAAP,  capitalized  on the
books of the lessee.

         "CERCLA"  has  the  meaning  set  forth  in  Section  5.15(a)  of  this
Agreement.

         "Change  in  Control  Provision"  shall  mean  any  term  or  provision
contained in any  indenture,  debenture,  note,  or other  agreement or document
evidencing or governing Indebtedness of Borrower evidencing debt or a commitment
to extend loans in excess of $5,000,000 which requires, or permits the holder(s)
of such  Indebtedness of Borrower to require that such  Indebtedness of Borrower
be redeemed,  repurchased,  defeased,  prepaid or repaid,  either in whole or in
part, or the maturity of such  Indebtedness of Borrower to be accelerated in any
respect,  as a result of a change in ownership of the capital  stock of Borrower
or voting rights with respect thereto.

         "Closing  Date" shall mean the date on or before  January 26, 1999,  on
which the initial Line of Credit Loans are made and the  conditions set forth in
Section 4.01 are satisfied or waived in accordance with Section 10.02.


                                      -5-

<PAGE>

         "Co-Agent" shall mean SouthTrust Bank, National Association, a national
banking  association,  as co-agent for the Lenders hereunder and under the other
Credit Documents, and each successor co-agent.

         "Commitment Letter" shall mean that certain letter agreement,  dated as
of December 21, 1998,  executed by SunTrust  Equitable  Securities  Corporation,
SunTrust Bank,  Central Florida,  and First Union National Bank and acknowledged
and agreed to by the Borrower.

         "Competitive  Bid Advance" shall mean an Advance bearing interest based
on a Competitive Bid Rate.

         "Competitive  Bid  Loan"  shall  mean a Line of  Credit  Loan made by a
Lender on a competitive bid basis as provided in Article II.

         "Competitive   Bid  Note"  shall  mean  a  promissory  note  evidencing
Competitive Bid Loans in the form attached hereto as Exhibit B.

         "Competitive Bid Rate" shall mean the interest rate charged by a Lender
on a Competitive Bid Loan.

         "Consolidated  Amortization"  shall mean,  for any fiscal period of the
Borrower,  amortization of the Consolidated Companies for such period determined
on a consolidated basis in accordance with GAAP.

         "Consolidated Companies" shall mean, collectively,  Borrower and all of
its Subsidiaries.

         "Consolidated  Depreciation"  shall mean,  for any fiscal period of the
Borrower,  depreciation of the Consolidated Companies for such period determined
on a consolidated basis in accordance with GAAP.

         "Consolidated EBITR" shall mean, for any fiscal period of the Borrower,
an amount equal to Consolidated Net Income (Loss) for such period,  plus, to the
extent deducted in determining  Consolidated Net Income (Loss), (i) Consolidated
Tax Expense for such period, (ii) Consolidated Interest Expense for such period,
and (iii) Consolidated Rental Expense for such period.

         "Consolidated  EBITDAR"  shall  mean,  for  any  fiscal  period  of the
Borrower, an amount equal to Consolidated Net Income (Loss) for such period plus
to the extent  deducted  in  determining  Consolidated  Net Income  (Loss),  (i)
Consolidated Interest Expense for such period, (ii) Consolidated Tax Expense for
such period, (iii) Consolidated  Depreciation for such period,


                                      -6-

<PAGE>


(iv)  Consolidated  Amortization  for such  period and (v)  Consolidated  Rental
Expense for such period.

         "Consolidated  Interest  Expense"  shall mean, for any fiscal period of
Borrower, total interest expense (including without limitation, interest expense
attributable  to capitalized  leases in accordance with the GAAP and any program
costs  incurred  by  Borrower in  connection  with sales of accounts  receivable
pursuant to a  securitization  program) of the  Consolidated  Companies for such
period, determined on a consolidated basis.

         "Consolidated  Net Income  (Loss)" shall mean, for any fiscal period of
Borrower, the net income (or loss) of the Consolidated Companies for such period
(taken as a single  accounting  period)  determined on a  consolidated  basis in
conformity  with GAAP;  provided that there shall be excluded  therefrom (i) any
items of gain or loss which were included in determining  such  Consolidated Net
Income and were not realized in the ordinary course of business or the result of
a sale of assets  other than in the ordinary  course of  business;  and (ii) the
income  (or  loss)  of any  party  accrued  prior  to the date  such  becomes  a
Subsidiary of Borrower or is merged into or consolidated with Borrower or any of
its  Subsidiaries,  or such  party's  assets are  acquired  by any  Consolidated
Company,  unless  such party is  acquired in a  transaction  accounted  for as a
pooling of interests.

         "Consolidated  Net Worth"  shall mean as of the date of  determination,
the  Borrower's  total  shareholder's  equity  of  such  date as  determined  in
accordance with GAAP.

         "Consolidated  Rental  Expense"  shall mean,  for any fiscal  period of
Borrower,  total operating lease expense of the Consolidated  Companies for such
period, determined on a consolidated basis in accordance with GAAP.

         "Consolidated  Tax Expense"  shall mean,  for any fiscal  period of the
Borrower,  tax expense of the Consolidated  Companies for such period determined
on a consolidated basis in accordance with GAAP.

         "Contractual  Obligation" of any Person shall mean any provision of any
security  issued by such Person or of any  agreement,  instrument or undertaking
under which such Person is obligated or by which it or any of the property owned
by it is bound.

         "Credit Documents" shall mean,  collectively,  this Agreement, the Line
of Credit Notes, the Guaranty Agreements,  and all other Guaranty Documents,  if
any.

         "Credit  Parties"  shall  mean,  collectively,  each of  Borrower,  the
Guarantors,  and every other  Person who,  from time to time,  executes a Credit
Document with respect to all or any portion of the Obligations.

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


                                      -7-

<PAGE>


         "Documentation  Agent" shall mean First Union National Bank, a national
banking association,  as documentation agent for the Lenders hereunder and under
the other Credit Documents, and each successor documentation agent.

         "Dollar" and "U.S.  Dollar" and the sign "$" shall mean lawful money of
the United States of America.

         "Eligible  Assignee"  shall mean (i) a commercial  bank organized under
the laws of the United States of America,  or any state thereof,  , or organized
under the laws of any other  country with a Lending  Office in the United States
of America,  having total assets in excess of  $1,000,000,000  or any commercial
finance or asset-based  lending  Affiliate of any such  commercial bank and (ii)
any Lender or any Affiliate of any Lender.

         "Environmental  Laws" shall mean all federal,  state, local and foreign
statutes and codes or regulations,  rules or ordinances issued,  promulgated, or
approved thereunder, now or hereafter in effect (including,  without limitation,
Asbestos  Laws),  relating to pollution or  protection  of the  environment  and
relating to public  health and safety,  relating to (i)  emissions,  discharges,
releases  or  threatened  releases of  pollutants,  contaminants,  chemicals  or
industrial  toxic or hazardous  constituents,  substances  or wastes,  including
without limitation,  any Hazardous  Substance,  petroleum including crude oil or
any  fraction  thereof,  any  petroleum  product or other  waste,  chemicals  or
substances  regulated by any Environmental  Law into the environment  (including
without  limitation,  ambient air, surface water,  ground water, land surface or
subsurface  strata),  or (ii) the manufacture,  processing,  distribution,  use,
generation, treatment, storage, disposal, transport or handling of any Hazardous
Substance,  petroleum including crude oil or any fraction thereof, any petroleum
product or other waste,  chemicals or substances  regulated by any Environmental
Law, and (iii)  underground  storage tanks and related  piping,  and  emissions,
discharges and releases or threatened  releases  therefrom,  such  Environmental
Laws to include,  without  limitation (i) the Clean Air Act (42 U.S.C.ss.7401 et
seq.), (ii) the Clean Water Act (33 U.S.C.ss.  1251 et seq.), (iii) the Resource
Conservation  and  Recovery  Act (42  U.S.C.ss.  6901 et  seq.),  (iv) the Toxic
Substances  Control  Act (15  U.S.C.ss.2601  et seq.) and (v) the  Comprehensive
Environmental  Response  Compensation  and  Liability  Act,  as  amended  by the
Superfund Amendments and Reauthorization Act (42 U.S.C.ss. 9601 et seq.).

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended and in effect from time to time.

         "ERISA Affiliate" shall mean, with respect to any Person, each trade or
business  (whether  or not  incorporated)  which is a member of a group of which
that Person is a member and which is under common  control within the meaning of
the regulations promulgated under Section 414 of the Tax Code.

         "Eurodollar  Advance" shall mean an Advance  bearing  interest based on
the Adjusted LIBO Rate.


                                      -8-

<PAGE>


         "Eurodollar  Loan" shall mean any Line of Credit Loan  hereunder  which
bears interest based on the Adjusted LIBO Rate.

         "Event of Default" shall have the meaning set forth in Article VIII.

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended from time to time, and any successor statute thereto.

         "Executive Officer" shall mean with respect to any Person (other than a
Guarantor), the President, Vice Presidents,  Chief Financial Officer, Treasurer,
Secretary and any Person holding  comparable offices or duties, and with respect
to a Guarantor, the President.

         "Extension of Credit" shall mean the making of a Line of Credit Loan or
the  conversion  of a Line of Credit Loan of one Type into a Line of Credit Loan
of another Type.

         "Facility" or "Facilities" shall mean the Line of Credit Commitment and
Line of Credit Loans.

         "Facility Fee" shall have the meaning  assigned to such term in Section
3.05(a).

         "Federal Funds Rate" shall mean for any period, a fluctuating  interest
rate per annum equal for each day during such period to the weighted  average of
the rates on  overnight  Federal  funds  transactions  with member  banks of the
Federal Reserve System arranged by Federal funds brokers,  as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of Atlanta, or, if such rate is not so published for
any day which is a Business Day, the average of the  quotations  for such day on
such transactions  received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by the Administrative Agent.

         "Fee Letter"  shall mean that  certain  letter  agreement,  dated as of
December  21,  1998,  executed by  SunTrust  Equitable  Securities  Corporation,
SunTrust Bank,  Central  Florida and First Union National Bank and  acknowledged
and agreed to by the  Borrower,  pursuant  to which the  Borrower  agreed to pay
certain fees specified in such letter agreement.

         "Fees"  shall mean,  collectively,  the Facility Fee and any other fees
specified in the Fee Letter.

         "Final Maturity Date" shall mean the date on which all commitments have
been  terminated  and all amounts  outstanding  under this  Agreement  have been
declared or have automatically become due and payable pursuant to the provisions
of Article VIII.

         "Fixed  Charge   Coverage   Ratio"  shall  mean,  as  of  any  date  of
determination,  the  ratio  of (A)  Consolidated  EBITDAR  to (B) the sum of (i)
Consolidated  Interest Expense plus (ii)  Consolidated  Rental Expense,  in each
case measured for the four fiscal quarter period ending on

                                      -9-

<PAGE>


such date (or if such date is not the last day of any  fiscal  quarter,  for the
four fiscal quarter period ending immediately prior to such date).

         "GAAP" shall mean generally accepted accounting principles set forth in
the  opinions  and  pronouncements  of the  Accounting  Principles  Board of the
American   Institute  of  Certified   Public   Accountants  and  statements  and
pronouncements  of the  Financial  Accounting  Standards  Board or in such other
statements by such other entity as may be approved by a  significant  segment of
the accounting  profession,  which are applicable to the circumstances as of the
date of determination.

         "Guaranteed  Indebtedness" shall mean, as to any Person, any obligation
of  such  Person  guaranteeing  any  indebtedness,  lease,  dividend,  or  other
obligation ("primary obligation") of any other Person (the "primary obligor") in
any manner including,  without limitation, any obligation or arrangement of such
Person (a) to purchase or repurchase any such primary obligation, (b) to advance
or supply funds (i) for the  purchase or payment of any such primary  obligation
or (ii) to maintain  working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency or any balance  sheet  condition
of the  primary  obligor,  (c) to  purchase  property,  securities  or  services
primarily  for the purpose of assuring the owner of any such primary  obligation
of  the  ability  of the  primary  obligor  to  make  payment  of  such  primary
obligation,  or (d) to indemnify  the owner of such primary  obligation  against
loss in respect thereof.

         "Guarantors" shall mean, collectively,  each Material Subsidiary of the
Borrower  that has  executed  the  Guaranty  Agreement  as of the Closing  Date,
together with all other Material Subsidiaries that hereafter execute supplements
to the  Guaranty  Agreement,  and  their  respective  successors  and  permitted
assigns.

         "Guaranty  Agreement"  shall mean the  Subsidiary  Guaranty  Agreement,
dated as of the date hereof,  executed by certain of Borrower's  Subsidiaries in
favor of the Lenders and the  Administrative  Agent, as the same may be amended,
restated or supplemented from time to time.

         "Guaranty Documents" shall mean, collectively,  the Guaranty Agreement,
and each other guaranty agreement,  mortgage, deed of trust, security agreement,
pledge  agreement,  or other  security or collateral  document  guaranteeing  or
securing the Obligations,  as the same may be amended, restated, or supplemented
from time to time.

         "Hazardous  Materials" shall mean oil, petroleum or chemical liquids or
solids,  liquid or gaseous products,  asbestos,  or any other hazardous waste or
hazardous substances,  including, without limitation, hazardous medical waste or
any other substance described in any Hazardous Materials Law.

         "Hazardous  Materials Law" shall mean the  Comprehensive  Environmental
Response  Compensation and Liability Act as amended by the Super Fund Amendments
and  Reauthorization  Act, 42 U.S.C.


                                      -10-

<PAGE>


ss. 9601, the Resource  Conservation  and Recovery Act, 42 U.S.C.  ss. 6901, the
state hazardous waste laws, as such laws may from time to time be in effect, and
related regulations, and all similar laws and regulations.

         "Hazardous Substances" has the meaning assigned to that term in CERCLA.

         "Hughes  Family"  shall mean (i) David H.  Hughes,  Vincent S.  Hughes,
Russell V. Hughes, (ii) any of their direct family members  (including,  without
limitation,  lineal ancestors and descendants,  siblings, and lineal descendants
of siblings),  (iii) any trusts and profit  sharing plans and stock option plans
established  for the sole  benefit  of the  foregoing,  and (iv) the  heirs  and
personal representatives of the foregoing.

         "Indebtedness"  of any Person shall mean,  without  duplication (i) all
obligations  of such Person which in accordance  with GAAP would be shown on the
balance  sheet of such Person as a  liability  (including,  without  limitation,
obligations  for borrowed money and for the deferred  purchase price of property
or services,  and  obligations  evidenced by bonds,  debentures,  notes or other
similar instruments); (ii) all Guaranteed Indebtedness of such Person (including
contingent reimbursements  obligations under undrawn financial letters of credit
but not performance  letters of credit) (iii) all Capitalized Lease Obligations;
(iv) all  Indebtedness of others secured by any Lien upon property owned by such
Person,  whether or not assumed;  and (v) all  obligations or other  liabilities
under currency  contracts,  interest rate  contracts,  interest rate  protection
agreements or similar agreements or combinations  thereof.  Notwithstanding  the
foregoing,  in  determining  the  Indebtedness  of any  Person,  there  shall be
included all obligations of such Person of the character  referred to in clauses
(i) through (v) above  deemed to be  extinguished  under GAAP but for which such
Person  remains  legally liable except to the extent that such  obligations  (x)
have been defeased in accordance  with the terms of the  applicable  instruments
governing  such  obligations  and (y) the accounts or other assets  dedicated to
such defeasance are not included as assets on the balance sheet of such Person.

         "Intercompany Loan Documents" shall mean, collectively,  the promissory
notes and all related loan,  subordination,  and other agreements, to the extent
that they exist, relating in any manner to the Intercompany Loans.

         "Intercompany  Loans"  shall  mean,  collectively,  (i) the loans  more
particularly described on Schedule 5.22 and (ii) those loans or other extensions
of credit  made by any  Consolidated  Company  to another  Consolidated  Company
satisfying  the  terms  and  conditions  set  forth  in  Section  7.01 or as may
otherwise  be approved in writing by the  Administrative  Agent and the Required
Lenders.

         "Interest Period" shall mean (i) with respect to Competitive Bid Loans,
such periods agreed upon between Borrower and Lenders,  and (ii) with respect to
Eurodollar Advances, the period of 1, 2, 3 or 6 months selected by the Borrower,
in case of clause (ii) pursuant to the terms of the credit  facility and subject
to customary  adjustments  in duration;  provided,  that (a) the first day of an
Interest  Period  must be a Business  Day,  (b) any  Interest  Period that would
otherwise end on a day that is not a Business Day for Eurodollar  Loans shall be


                                      -11-

<PAGE>


extended to the next succeeding  Business Day for Eurodollar Loans,  unless such
Business Day falls in the next calendar month, in which case the Interest Period
shall end on the next  preceding  Business  Day for  Eurodollar  Loans,  and (c)
Borrower may not elect an Interest  Period that would extend  beyond the Line of
Credit Termination Date.

         "Investment"  shall mean,  when used with  respect to any  Person,  any
direct or indirect  advance,  loan or other  extension of credit (other than the
creation  of  receivables  in  the  ordinary  course  of  business)  or  capital
contribution  by such  Person (by means of  transfers  of  property to others or
payments  for  property  or  services  for  the  account  or use of  others,  or
otherwise)  to  any  Person,  or  any  direct  or  indirect  purchase  or  other
acquisition  by such Person of, or of a beneficial  interest in,  capital stock,
partnership  interests,  bonds, notes,  debentures or other securities issued by
any other Person.

         "Lender" or  "Lenders"  shall mean the banks and  lending  institutions
listed  on the  signature  pages  hereof,  and each  assignee  thereof,  if any,
pursuant to Section 10.06.

         "Lending  Office" shall mean for each Lender the office such Lender may
designate in writing from time to time to Borrower and the Administrative  Agent
with respect to each Type of Line of Credit Loan.

         "Leverage Ratio" shall mean, as of any date of determination, the ratio
of Total Funded Debt as of such date to Total Capitalization as of such date.

         "LIBOR"  shall mean,  for any Interest  Period,  the offered  rates for
deposits  in  U.S.  dollars  for a  period  comparable  to the  Interest  Period
appearing on the  Telerate  Page 3750,  as of 11:00 a.m.  London time on the day
that is two  business  days prior to the Interest  Period.  If at least two such
rates appear on the Telerate Page 3750,  the rate for that Interest  Period will
be the arithmetic mean of such rates, rounded, if necessary,  to the next higher
1/16 of 1.0%. If the foregoing rate is  unavailable  from the Telerate Page 3750
for any reason,  then such rate shall be determined by the Administrative  Agent
from the Reuters Screen LIBOR Page, or if such rate is also  unavailable on such
service,  then on any  other  interest  rate  reporting  service  of  recognized
standing  designated in writing by the Administrative  Agent to Borrower and the
Lenders;  in any such case  rounded,  if  necessary,  to the next higher 1/16 of
1.0%, if the rate is not such a multiple.

         "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind or description and shall include, without limitation,
any agreement to give any of the foregoing,  any conditional sale or other title
retention agreement, any capital lease in the nature thereof including any lease
or similar  arrangement with a public authority  executed in connection with the
issuance of industrial  development  revenue bonds or pollution  control revenue
bonds, and the filing of or agreement to give any financing  statement under the
Uniform  Commercial  Code of any  jurisdiction.

         "Line of Credit  Commitment" or "Commitment" shall mean at any time for
any Lender,  the amount of such commitment set forth opposite such Lender's name
on the signature  pages hereof or in any  assignment  hereafter  executed by any
assignee of a Lender pursuant to


                                      -12-

<PAGE>


Section 10.06,  as the same may be increased or decreased from time to time as a
result of any reduction thereof pursuant to Section 2.03, any assignment thereof
pursuant to Section 10.06, or any amendment thereof pursuant to Section 10.02.

         "Line of Credit Loans" or "Loans" shall mean, collectively, the line of
credit loans made to Borrower by the Lenders pursuant to Section 2.01.

         "Line of Credit  Note"  shall  mean any of the  Syndicate  Notes or the
Competitive  Bid Notes either as originally  executed or as the same may be from
time to time supplemented, modified, amended, renewed or extended.

         "Line of Credit Termination Date" shall mean the earlier of (i) January
25,  2000  and  (ii)  the date on  which  the  Line of  Credit  Commitments  are
terminated in accordance with Article VIII.

         "Materially  Adverse  Effect"  shall mean the  occurrence  of an event,
which would (i) cause the  recognition of a liability,  as required by Statement
of  Financial  Accounting  Standards  No. 5, in the  current  quarter  financial
statements  in the amount of  $15,000,000  or more,  or (ii) cause an auditor to
have a  substantial  doubt  about the ability of Borrower to continue as a going
concern after  consideration of management's  plans as described in Statement of
Auditing Standards, No. 59.

         "Material  Subsidiary"  shall mean each  Subsidiary  of  Borrower,  now
existing or hereinafter  established or acquired,  that at any time prior to the
Final  Maturity  Date,  has or acquires  total assets in excess of $1,000,000 or
that  accounted  for or  produced  more  than 5% of the  Consolidated  EBITR  of
Borrower on a consolidated basis during any of the three most recently completed
fiscal years of Borrower.

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

         "Notice of Borrowing" shall have the meaning provided in Section 3.01.

         "Notice of Continuation/Conversion"  shall have the meaning provided in
Section 3.01.

         "Obligations"  shall  mean  all  amounts  owing to the  Agents  and all
Lenders  pursuant to the terms of this  Agreement or any other Credit  Document,
including without limitation,  all Line of Credit Loans (including all principal
and interest  payments due  thereunder),  fees,  expenses,  indemnification  and
reimbursement obligations, payments, indebtedness,  liabilities, and obligations
of the Credit Parties, direct or indirect, absolute or contingent, liquidated or
unliquidated,  now existing or hereafter  arising,  together  with all renewals,
extensions, modifications or refinancings thereof.


                                      -13-

<PAGE>


         "Payment  Office"  shall mean,  for any Lender,  the  "Payment  Office"
listed on its signature page to this Agreement.

         "PBGC" shall mean the Pension  Benefit  Guaranty  Corporation,  and any
successor thereto.

         "Permitted Liens" shall mean those Liens expressly permitted by Section
7.02.

         "Person" shall mean and shall include an individual,  a partnership,  a
joint  venture,  a  corporation,  a  trust,  an  unincorporated  association,  a
government or any department or agency thereof and any other entity whatsoever.

         "Plan"  shall mean any employee  benefit  plan,  program,  arrangement,
practice or  contract,  maintained  by or on behalf of the  Borrower or an ERISA
Affiliate,  which provides benefits or compensation to or on behalf of employees
or  former  employees,  whether  formal or  informal,  whether  or not  written,
including but not limited to the following types of plans:

          (i)   Executive   Arrangements   -  any   bonus,   incentive
     compensation,  stock option,  deferred compensation,  commission,
     severance, "golden parachute",  "rabbi trust", or other executive
     compensation plan, program, contract, arrangement or practice;

          (ii) ERISA Plans - any "employee benefit plan" as defined in
     Section  3(3) of  ERISA),  including,  but not  limited  to,  any
     defined benefit pension plan, profit sharing plan, money purchase
     pension plan, savings or thrift plan, stock bonus plan,  employee
     stock  ownership  plan,  Multiemployer  Plan, or any plan,  fund,
     program, arrangement or practice providing for medical (including
     post-retirement medical),  hospitalization,  accident,  sickness,
     disability, or life insurance benefits;

          (iii) Other Employee  Fringe  Benefits - any stock purchase,
     vacation,   scholarship,   day  care,   prepaid  legal  services,
     severance pay or other fringe benefit plan, program, arrangement,
     contract or practice.

         "Pro Rata Share" shall mean, with respect to each of the Line of Credit
Commitments  of each  Lender and each Line of Credit Loan to be made by and each
payment (including,  without limitation,  any payment of principal,  interest or
fees) to be made to each Lender, the percentage  designated as such Lender's Pro
Rata Share of such Line of Credit Commitments, such Line of Credit Loans or such
payments,  as  applicable,  set  forth  under  the  name of such  Lender  on the
respective  signature  page  for  such  Lender  or in any  assignment  hereafter
executed by an assignee of a Lender  pursuant to Section 10.06,  in each case as
such Pro Rata Share may change from time to time as a result of  assignments  or
amendments made pursuant to this Agreement.

         "Regulation D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System, as the same may be in effect from time to time.


                                      -14-

<PAGE>


         "Required  Lenders" shall mean, at any time,  Lenders  holding at least
sixty-six and two-thirds  percent (66 2/3%) of the then aggregate  amount of the
Line of Credit Commitments and the aggregate outstanding Line of Credit Loans.

         "Requirement  of  Law"  for any  Person  shall  mean  the  articles  or
certificate of incorporation  and by-laws or other  organizational  or governing
documents  of  such  Person,  and  any  law,  treaty,  rule  or  regulation,  or
determination of an arbitrator or a court or other  governmental  authority,  in
each case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

         "Reuters   Screen"  shall  mean,  when  used  in  connection  with  any
designated page and LIBOR,  the display page so designated on the Reuter Monitor
Money Rates Service (or such other page as may replace that page on that service
for the purpose of displaying rates comparable to LIBOR).

         "Revolving  Credit  Agreement" shall mean that certain Revolving Credit
Agreement,  dated as of the date hereof,  by and among Borrower,  SunTrust Bank,
Central  Florida,  as  Administrative  Agent,  First  Union  National  Bank,  as
Documentation  Agent,  NationsBank N.A., as Syndication Agent,  SouthTrust Bank,
National Association,  as Co-Agent,  and the banks and lending institutions from
time to time parties thereto, as the same may be amended, restated, supplemented
or otherwise modified from time to time.

         "Subordinated  Debt" shall mean all  Indebtedness  of Borrower  and its
Subsidiaries subordinated to all obligations of Borrower and its Subsidiaries or
any other Credit Party  arising under this  Agreement,  the Line of Credit Notes
and the Guaranty Agreement on terms and conditions  satisfactory in all respects
to  the  Administrative  Agent  and  the  Required  Lenders,  including  without
limitation,   with  respect  to  interest  rates,  payment  terms,   maturities,
amortization  schedules,   covenants,   defaults,  remedies,  and  subordination
provisions, as evidenced by the written approval of the Administrative Agent and
Required Lenders.

         "Subsidiary" shall mean, with respect to any Person, any corporation or
other entity (including, without limitation,  partnerships,  joint ventures, and
associations)  regardless of its  jurisdiction of organization or formation,  at
least a majority  of the total  combined  voting  power of all classes of voting
stock or other  ownership  interests of which shall, at the time as of which any
determination  is being  made,  be  owned by such  Person,  either  directly  or
indirectly through one or more other Subsidiaries.

         "Syndicate  Loan" shall mean the Line of Credit  Loans made to Borrower
hereunder other than Competitive Bid Loans.

         "Syndicate  Note" shall mean a  promissory  note  evidencing  Syndicate
Loans in the form attached hereto as Exhibit A.


                                      -15-

<PAGE>


         "Syndication  Agent" shall mean  NationsBank,  N.A., a national banking
association,  as syndication agent for the Lenders hereunder and under the other
Credit Documents, and each successor syndication agent.

         "Tax Code" shall mean the Internal Revenue Code of 1986, as amended and
in effect from time to time.

         "Taxes"  shall  mean any  present  or future  taxes,  levies,  imposts,
duties, fees, assessments, deductions, withholdings or other charges of whatever
nature, including without limitation, income, receipts, excise, property, sales,
transfer, license, payroll, withholding, social security and franchise taxes now
or hereafter  imposed or levied by the United  States of America,  or any state,
local or foreign  government  or by any  department,  agency or other  political
subdivision or taxing authority thereof or therein and all interest,  penalties,
additions to tax and similar liabilities with respect thereto.

         "Telerate" shall mean, when used in connection with any designated page
and "LIBOR," the display page so  designated on the Dow Jones  Telerate  Service
(or such other page as may replace  that page on that service for the purpose of
displaying rates comparable to "LIBOR").

         "Total Capitalization" shall mean, as of any date of determination, the
sum of (i) Total Funded Debt plus (ii) Consolidated Net Worth as of such date.

         "Total  Commitment"  shall mean the sum of the Lenders'  Line of Credit
Commitments  as such Total  Commitment  may be reduced by  voluntary  reduction,
prepayment or  nonrenewal  of a Lender's  Line of Credit  Commitment as provided
herein.

         "Total  Funded Debt" shall mean all  Indebtedness  of the  Consolidated
Companies  that by its  terms or by the  terms of any  instrument  or  agreement
relating thereto matures,  or which is otherwise payable or unpaid,  one year or
more from, or is directly or indirectly renewable or extendable at the option of
the debtor to a date one year or more (including an option of the debtor under a
revolving credit or similar agreement obligating the lender or lenders to extend
credit  over a  period  of one  year or more)  from,  the  date of the  creation
thereof,  provided  that  Total  Funded  Debt shall  include,  as at any date of
determination,  any portion of such Indebtedness  outstanding on such date which
matures on demand or within one year from such date  (whether  by sinking  fund,
other required prepayment,  or final payment at maturity) and shall also include
all Indebtedness of the  Consolidated  Companies for borrowed money under a line
of credit,  guidance line,  revolving  credit,  bankers  acceptance  facility or
similar  arrangement  for borrowed money,  including,  without  limitation,  all
unpaid  drawings under letters of credit and  unreimbursed  amounts  pursuant to
letter of credit  reimbursement  agreements,  regardless  of the  maturity  date
thereof.

         "Type" of  Borrowing  shall mean a  Borrowing  consisting  of Base Rate
Advances, Eurodollar Advances or Competitive Bid Advances.


                                      -16-

<PAGE>


         "United  States of  America"  shall mean the fifty (50)  States and the
District of Columbia

         "Wholly Owned Subsidiary"  shall mean any Subsidiary,  all the stock or
ownership interest of every class of which, except directors' qualifying shares,
shall,  at the time as of which any  determination  is being  made,  be owned by
Borrower either directly or indirectly.

         "Year 2000 Issues" shall mean the actual and anticipated costs, claims,
losses,  and liabilities  associated with the inability of certain  computer and
software  applications to effectively  handle data that includes dates prior to,
on,  spanning  or after  January 1, 2000,  as such  inability  in respect of any
Consolidated Company affects the business,  operations,  and financial condition
of any Consolidated Company.

         Section  1.2.  Accounting  Terms and  Determination.  Unless  otherwise
defined or specified herein, all accounting terms shall be construed herein, all
accounting  determinations  hereunder  shall be made,  all financial  statements
required to be delivered hereunder shall be prepared,  and all financial records
shall be maintained in accordance with, GAAP.

         Section 1.3. Other Definitional Terms. The words "hereof", "herein" and
"hereunder"  and words of similar import when used in this Agreement shall refer
to  this  Agreement  as a  whole  and not to any  particular  provision  of this
Agreement, and Article,  Section,  Schedule,  Exhibit and like references are to
this Agreement unless otherwise specified.

         Section  1.4.  Exhibits  and  Schedules.  All  Exhibits  and  Schedules
attached hereto are by reference made a part hereof.


                                   ARTICLE 2

                            LINE OF CREDIT COMMITMENT

         Section 2.1. Line of Credit Commitment; Use of Proceeds.

         (1) Subject to and upon the terms and conditions herein set forth, each
Lender  severally  agrees to make to Borrower from time to time on and after the
Closing Date, but prior to the Line of Credit  Termination  Date, Line of Credit
Loans in an aggregate amount outstanding at any time not to exceed such Lender's
Line of Credit Commitment. Borrower shall be entitled to repay and reborrow Line
of Credit Loans in accordance with the provisions hereof.

         (2) Each Line of Credit Loan shall, at the option of Borrower,  be made
or continued as, or converted  into,  part of one or more  Borrowings that shall
consist  entirely  of  Syndicate  Loans  (comprised  of Base  Rate  Advances  or
Eurodollar Advances) or Competitive Bid Loans. The aggregate principal amount of
each  Borrowing of Line of Credit Loans


                                      -18-

<PAGE>


comprised of Eurodollar  Advances  shallnot be less than $2,000,000 or a greater
integral multiple of $100,000.  The aggregate principal amount of each Borrowing
of  Competitive  Bid  Loans  shall not be less than  $2,000,000.  The  aggregate
principal  amount of each  Borrowing of Line of Credit  Loans  comprised of Base
Rate Advances shall not be less than $250,000 or a greater integral  multiple of
$10,000.  At no time  shall the  number of  Borrowings  outstanding  under  this
Article II exceed ten;  provided that, for the purpose of determining the number
of Borrowings  outstanding and the minimum amount for Borrowings  resulting from
conversions  or  continuations,  all Borrowings of Base Rate Advances under this
Facility shall be considered as one Borrowing. The parties hereto agree that (i)
the  aggregate  principal  balance of the Line of Credit  Loans  (including  the
Competitive  Bid Loans) of the Lenders as a group shall not exceed the aggregate
principal  amounts of all Line of Credit  Commitments,  (ii) no Lender  shall be
obligated to make Syndicate Loans in excess of the Line of Credit  Commitment of
such Lender,  (iii) no Lender shall be obligated hereunder to extend Competitive
Bid Loans or to make quotes for such Line of Credit  Loans and (iv) a Lender may
elect, in its discretion, to extend Competitive Bid Loans which, either alone or
together  with the  Syndicate  Loans of such  Lender,  exceed the Line of Credit
Commitment of such Lender.

         (3) The  proceeds  of the Line of Credit  Loans shall be used solely to
provide  liquidity for the payment of  commercial  paper issued by Borrower from
time to time pursuant to the Borrower's  unrated  commercial  paper program with
SunTrust Bank,  Atlanta or any of its Affiliates.  Line of Credit Loans plus the
amount of all commercial paper issued by Borrower may not at any one time exceed
seventy-five million dollars ($75,000,000).

         Section 2.2. Line of Credit Notes; Repayment of Principal.

         (1)  Borrower's  obligations  to pay the principal of, and interest on,
the  Syndicate  Loans  and the  Competitive  Bid Loans to each  Lender  shall be
evidenced by the records of the Administrative  Agent and such Lender and by the
Syndicate  Note and the  Competitive  Bid Note,  respectively,  payable  to such
Lender (or the  assignor  of such  Lender)  completed  in  conformity  with this
Agreement.

         (2) All  outstanding  principal  amounts under the Line of Credit Loans
shall be due and  payable at the  earlier of (i) the Line of Credit  Termination
Date or (ii) acceleration of the indebtedness as provided in Article VIII.

         Section 2.3. Voluntary Reduction of Line of Credit Commitments. Upon at
least three (3) Business Days' prior telephonic  notice  (promptly  confirmed in
writing) to the  Administrative  Agent,  Borrower shall have the right,  without
premium or penalty, to terminate the Line of Credit  Commitments,  in part or in
whole, provided that (i) any such termination shall apply to proportionately and
permanently reduce the Line of Credit  Commitments of each of the Lenders,  (ii)
any partial  termination  pursuant to this Section 2.03 shall be in an amount of
at least  $5,000,000  and integral  multiples of  $1,000,000,  and (iii) no such
reduction  shall be  permitted  if  prohibited  or without  payment of all costs
required to be paid  hereunder  with respect to a  prepayment.  If the aggregate
outstanding amount of the Line of Credit Loans exceeds the


                                      -19-

<PAGE>


amount  of  the  Line  of  Credit  Commitments  as so  reduced,  Borrower  shall
immediately  repay the Line of Credit  Loans by an amount  equal to such excess,
together  with all  accrued but unpaid  interest  on such excess  amount and any
amounts due under Section 3.12 hereof.

         Section 2.4. Extension of the Line of Credit Termination Date. Borrower
may, on and before two hundred ten (210) days prior to the then  current Line of
Credit  Termination Date,  request in writing an extension of the Line of Credit
Termination  Date.  The Lenders may, in the  exercise of their sole  discretion,
extend the Line of Credit  Termination Date for an additional one hundred eighty
(180) days. The Lenders shall notify the Borrower in writing of such election no
later  than  one  hundred  eighty  (180)  days  prior  to then  Line  of  Credit
Termination Date. If any Lender elects to extend the Line of credit  Termination
Date for such one  hundred  eighty  (180) day  period  beyond the Line of Credit
Termination  Date,  then  effective  as of  the  then  current  Line  of  Credit
Termination Date, the Line of Credit  Termination Date for such Lender's Line of
Credit  Commitment  shall be extended to the date one hundred  eighty (180) days
from the then current  Line of Credit  Termination  Date.  In the event that any
Lender  elects not to extend the then current Line of Credit  Termination  Date,
such Lender's Line of Credit Commitment shall terminate on the then current Line
of Credit  Termination Date, and all Line of Credit Loans made by such Lender to
the Borrower shall be due and payable in full on the then current Line of Credit
Termination  Date.  Failure  by any  Lender to  respond  to the  request  by the
Borrower to extend the Line of Credit  Termination Date shall be deemed to be an
election by such Lender not to extend the Line of Credit Termination Date.


                                   ARTICLE 3

                               GENERAL LOAN TERMS

         Section 3.1. Funding Notices.

         (1) (i)  Whenever  Borrower  desires to make a Borrowing  of  Syndicate
Loans  under its Line of Credit  Commitments  (other than one  resulting  from a
conversion or continuation  pursuant to Section  3.01(b)(i)),  it shall give the
Administrative  Agent  prior  written  notice  (or  telephonic  notice  promptly
confirmed in writing) of such Borrowing (a "Notice of Borrowing") at its Payment
Office such Notice of Borrowing to be given prior to (x) 11:00 A.M.  (local time
for the  Administrative  Agent) one (1) Business Day prior to the requested date
of such Borrowing in the case of Base Rate Advances,  (y) 11:00 A.M. (local time
for the  Administrative  Agent) three (3) Business  Days prior to the  requested
date of such Borrowing in the case of Eurodollar  Advances and (z) prior to 1:00
P.M.  (local time for the  Administrative  Agent) on the requested  date of such
Borrowing in the case of Competitive Bid Advances.  Notices received after 11:00
A.M.  for  Base  Rate  Advances  and  Eurodollar  Advances  and  1:00  P.M.  for
Competitive Bid Advances shall be deemed received on the next Business Day. Each
Notice of  Borrowing  shall be  irrevocable  and  shall  specify  the  aggregate
principal  amount of the  Borrowing,  the date of  Borrowing  (which  shall be a
Business Day), and whether the Borrowing


                                      -20-

<PAGE>


is to consist of Base Rate Advances or  Eurodollar  Advances and (in the case of
Eurodollar Advances) the Interest Period to be applicable thereto.

         (ii) Whenever  Borrower  desires to make a Borrowing of Competitive Bid
Loans  under its Line of Credit  Commitments  (other than one  resulting  from a
conversion or continuation pursuant to Section  3.01(b)(ii)),  it shall give the
Administrative   Agent  notice  that  the  Lenders  are   requested  to  provide
Competitive Bid Rates for Interest Periods identified by Borrower, such Interest
Periods not to exceed 180 days. Notices must comply with notice  requirements of
each respective Lender,  which shall be communicated by Lenders to Borrower from
time to time.  Each Lender in its discretion may, but shall not be obligated to,
submit a quote to the Borrower in  connection  with such  request.  The Borrower
shall then be  entitled,  in its sole  discretion,  to elect to incur all or any
part of the Competitive Bid Loan offered by one or more of the Lenders that have
elected to provide  quotes for any of the  Interest  Periods  and at the rate(s)
quoted by such Lender(s).  The Competitive Bid Loans incurred by the Borrower in
connection  with such a request for quotes  shall not exceed (i) with respect to
all  Lenders  then  providing  quotes,   the  then  unutilized  Line  of  Credit
Commitments  of all  Lenders as a group,  and (ii) with  respect to each  Lender
providing  a quote,  the  amount  bid by such  Lender  in  connection  with such
Lender's  quote.  The Borrower  shall notify the  Administrative  Agent and such
Lender or Lenders of its election in accordance with the procedures  established
with such Lender or Lenders,  having no obligation to report the terms  thereof;
provided,  however, that if any Borrowing of Eurodollar Advances must be made as
Base Rate  Advances as a result of a  determination  made by the  Administrative
Agent  pursuant  to Section  3.09,  such Notice of  Borrowing  may be revoked by
Borrower no later than one (1) Business Day prior to the date of funding.

         (2) (i)  Whenever  Borrower  desires to convert  all or a portion of an
outstanding  Borrowing of Syndicate Loans under its Line of Credit  Commitments,
which  Borrowing  consists  of Base Rate  Advances  into one or more  Borrowings
consisting  of  Eurodollar  Advances  or to  continue  outstanding  a  Borrowing
consisting of Eurodollar  Advances for a new Interest Period,  it shall give the
Administrative  Agent at least three  Business  Days' prior  written  notice (or
telephonic  notice  promptly  confirmed in writing) of each such Borrowing to be
converted  into or continued as Eurodollar  Advances.  Such notice (a "Notice of
Continuation/Conversion") shall be given prior to 11:00 A.M. (local time for the
Administrative  Agent)  on the  date  specified  at the  Payment  Office  of the
Administrative  Agent.  Each  such  Notice of  Continuation/Conversion  shall be
irrevocable and shall specify the aggregate  principal amount of the Advances to
be converted or continued,  the date of such conversion or continuation  and the
Interest  Period  applicable  thereto.  If, upon the  expiration of any Interest
Period in respect of any  Borrowing,  Borrower  shall have failed to deliver the
Notice of  Continuation/Conversion,  Borrower shall be deemed to have elected to
convert or  continue  such  Borrowing  to a  Borrowing  consisting  of Base Rate
Advances.  So long as any Executive  Officer of Borrower has knowledge  that any
Default or Event of Default shall have occurred and be continuing,  no Borrowing
may be converted into or continued as (upon  expiration of the current  Interest
Period)  Eurodollar  Advances  unless the  Administrative  Agent and each of the


                                      -21-

<PAGE>


Lenders  shall  have  otherwise  consented  in  writing.  No  conversion  of any
Borrowing of Eurodollar  Advances  shall be permitted  except on the last day of
the Interest Period in respect thereof.

         (ii)  Whenever  Borrower  desires  to  continue  all or a portion of an
outstanding  Borrowing  of  Competitive  Bid  Loans  under  its  Line of  Credit
Commitments for a new Interest  Period,  it may request that the Lenders provide
quotes  for  Competitive  Bid Rates in the same  manner  prescribed  in  Section
3.01(a)(ii) for funding.  Whenever  Borrower desires to convert all or a portion
of an outstanding  Borrowing of  Competitive  Bid Loans under its Line of Credit
Commitments  into a  Borrowing  of  Syndicate  Loans  it shall  comply  with the
provisions  prescribed in Section  3.01(b)(i) for conversion of Syndicate Loans.
If, upon the expiration of any Interest Period in respect of any Competitive Bid
Borrowing,   Borrower   shall   have   failed   to   deliver   the   Notice   of
Continuation/Conversion,  or Lenders fail to provide such quotes, Borrower shall
be deemed to have elected to convert or continue  such  Borrowing to a Borrowing
of a Syndicate Loan consisting of Base Rate Advances.  So long as any Default or
Event of Default  shall have  occurred and be  continuing,  no Borrowing  may be
converted  into (upon  expiration  of the current  Interest  Period)  Eurodollar
Advances.  No conversion  of any Borrowing  into  Eurodollar  Advances  shall be
permitted except on the last day of the Interest Period in respect thereof.

         (3) Without in any way  limiting  Borrower's  obligation  to confirm in
writing any telephonic notice, the Administrative  Agent and the Lenders may act
without   liability  upon  the  basis  of  telephonic  notice  believed  by  the
Administrative  Agent or the Lender in good faith to be from  Borrower  prior to
receipt of written  confirmation.  In each such case, Borrower hereby waives the
right to dispute the Administrative Agent's and the Lender's record of the terms
of such telephonic notice.

         (4) The Administrative  Agent shall promptly give each Lender notice by
telephone (confirmed in writing) or by telex, telecopy or facsimile transmission
of the matters covered by the notices given to the Administrative Agent pursuant
to this Section 3.01 with respect to the Line of Credit Commitments.

         Section 3.2. Disbursement of Funds.

         (1) No later than 11:00 A.M. (local time for the Administrative  Agent)
on the date of each Borrowing of Syndicate  Loans pursuant to the Line of Credit
Commitments (other than one resulting from a conversion or continuation pursuant
to Section  3.01(b)(i)),  each Lender will make  available its Pro Rata Share of
the amount of such  Borrowing  in  immediately  available  funds at the  Payment
Office of the Administrative Agent. The Administrative Agent will make available
to Borrower  the  aggregate  of the amounts  (if any) so made  available  by the
Lenders to the Administrative Agent in a timely manner by crediting such amounts
to Borrower's demand deposit account maintained with the Administrative Agent or
at  Borrower's  option,  to effect a wire transfer of such amounts to Borrower's
account  specified by the  Borrower,  by the close of business on such  Business
Day. In the event that the  Lenders do not make such  amounts  available  to the
Administrative  Agent by the time prescribed  above, but such amount is received


                                      -22-

<PAGE>


later that day, such amount may be credited to Borrower in the manner  described
in the preceding sentence on the next Business Day (with interest on such amount
to begin accruing hereunder on such next Business Day).

         (2) No later than 2:00 P.M.  (local time for the applicable  Lender) on
the date of each  Borrowing of  Competitive  Bid Loans (other than one resulting
from a conversion or continuation pursuant to Section  3.01(b)(ii)),  the Lender
making any Competitive Bid Loan will make available the amount of such Borrowing
in immediately  available funds by wire transfer to an account  specified by the
Borrower,  by the close of  business  on such  Business  Day on the date of each
Borrowing  pursuant to the Line of Credit  Commitments (other than one resulting
from a conversion or continuation pursuant to Section 3.01(b)(ii)).

         (3) Unless the  Administrative  Agent  shall have been  notified by the
Lender  making any  Syndicate  Loan prior to the date of a  Borrowing  that such
Lender  does not  intend to make  available  to the  Administrative  Agent  such
Lender's  portion of the Borrowing to be made on such date,  the  Administrative
Agent  may  assume  that  such  Lender  has made such  amount  available  to the
Administrative  Agent  on  such  date  and the  Administrative  Agent  may  make
available to Borrower a corresponding  amount. If such  corresponding  amount is
not in fact made  available  to the  Administrative  Agent by such Lender on the
date of Borrowing,  the  Administrative  Agent shall be entitled to recover such
corresponding  amount on demand from such Lender  together  with interest at the
Federal  Funds  Rate.  If such  Lender  does not pay such  corresponding  amount
forthwith upon the  Administrative  Agent's demand therefor,  the Administrative
Agent shall promptly notify  Borrower,  and Borrower shall  immediately pay such
corresponding  amount to the Administrative  Agent together with interest at the
rate specified for the Borrowing.  Nothing in this subsection shall be deemed to
relieve any Lender from its  obligation  to fund its Line of Credit  Commitments
hereunder or to prejudice any rights which  Borrower may have against any Lender
as a result of any default by such Lender hereunder.

         (4) All Borrowings of Syndicate Loans shall be loaned by the Lenders on
the  basis of their  Pro Rata  Share  of the  Line of  Credit  Commitments.  All
Borrowings of Competitive Bid Loans under the Line of Credit  Commitments  shall
be loaned by the Lenders whose quotes were  accepted by the Borrower.  No Lender
shall be  responsible  for any  default by any other  Lender in its  obligations
hereunder,  and each Lender  shall be obligated to make the Line of Credit Loans
provided  to be made by it  hereunder,  regardless  of the  failure of any other
Lender to fund its Line of Credit Commitments hereunder.

         Section 3.3. Interest.

         (1) Borrower agrees to pay interest in respect of all unpaid  principal
amounts of the Syndicate Loans from the respective dates such principal  amounts
were  advanced to maturity  (whether by  acceleration,  notice of  prepayment or
otherwise)  at rates per annum  (on the  basis of a 360-day  year)  equal to the
applicable rates indicated below:


                                      -23-

<PAGE>


          (i) For Base Rate Advances--The Base Rate in effect from time to time;
     and

          (ii) For Eurodollar Advances--The relevant Adjusted LIBO Rate plus the
     Applicable Margin.

         (2) Borrower agrees to pay interest in respect of all unpaid  principal
amounts of the Competitive Bid Loans made to Borrower from the respective  dates
such  principal  amounts  were  advanced to maturity  (whether by  acceleration,
notice of prepayment or otherwise) at times and at rates per annum (on the basis
of a 360-day year) equal to the  applicable  rates agreed upon between  Borrower
and the Lender making such Competitive Bid Loans.

         (3) Overdue  principal  and, to the extent not prohibited by applicable
law, overdue interest, in respect of the Line of Credit Loans, whether Syndicate
Loans or Competitive Bid Loans,  and all other overdue amounts owing  hereunder,
shall bear interest from each date that such amounts are overdue:

          (i) in the  case of  overdue  principal  and  interest  with
     respect to all Line of Credit  Loans  outstanding  as  Eurodollar
     Advances and  Competitive  Bid  Advances,  at the rate  otherwise
     applicable  for  the   then-current   Interest   Period  plus  an
     additional two percent  (2.0%) per annum;  thereafter at the rate
     in effect for Base Rate Advances  plus an additional  two percent
     (2.0%) per annum; and

          (ii) in the case of  overdue  principal  and  interest  with
     respect to all other  Line of Credit  Loans  outstanding  as Base
     Rate Advances,  and all other  Obligations  hereunder (other than
     Line of Credit  Loans),  at a rate equal to the  applicable  Base
     Rate plus an additional two percent (2.0%) per annum;

provided that no Line of Credit Loan shall bear interest after maturity, whether
by  non-payment  at scheduled  due date,  acceleration,  notice of prepayment or
otherwise  at a rate per annum less than two percent  (2.0%) per annum in excess
of the rate of interest applicable thereto at maturity.

         (4)  Interest  on each  Line of  Credit  Loan  shall  accrue  from  and
including  the date of such Line of Credit Loan to, but  excluding,  the date of
any repayment thereof;  provided that, if a Line of Credit Loan is repaid on the
same day made,  one day's  interest  shall be paid on such Line of Credit  Loan.
Interest on all  outstanding  Base Rate Advances  shall be payable  quarterly in
arrears on the last  calendar  day of each  fiscal  quarter of  Borrower in each
year.  Interest on all  outstanding  Eurodollar  Advances  and  Competitive  Bid
Advances  shall be payable on the last day of each  Interest  Period  applicable
thereto,  and, in the case of Eurodollar  Advances  having an Interest Period in
excess of three months, on each day which occurs every three months, as the case
may be, after the initial date of such Interest Period.  Interest on all Line of
Credit Loans shall be payable on any conversion of any Advances  comprising such
Line of Credit Loans into  Advances of another Type,  prepayment  (on the amount
prepaid),  at  maturity  (whether  by  acceleration,  notice  of  prepayment  or
otherwise) and, after maturity, on demand.


                                      -24-

<PAGE>


         (5) The  Administrative  Agent, upon determining the Adjusted LIBO Rate
for any  Interest  Period,  shall  promptly  notify by telephone  (confirmed  in
writing) or in writing  Borrower and the other Lenders.  Any such  determination
shall, absent manifest error, be final, conclusive and binding for all purposes.
A Lender  making a  Competitive  Bid Loan has no  obligation to notify any other
Lender of the interest rates charged to Borrower.

         Section 3.4. Interest Periods.

         (1) In  connection  with the making or  continuation  of, or conversion
into,  each  Borrowing of Syndicate  Loans  comprised  of  Eurodollar  Advances,
Borrower  shall  select an interest  period  (each an  "Interest  Period") to be
applicable to such Eurodollar Advances,  which Interest Period shall be either a
1, 2, 3 or 6 month period; provided that:

          (i)  The  initial  Interest  Period  for  any  Borrowing  of
     Eurodollar  Advances shall commence on the date of such Borrowing
     (including the date of any conversion from a Borrowing consisting
     of Advances of another Type) and each Interest  Period  occurring
     thereafter in respect of such Borrowing shall commence on the day
     on which the next preceding Interest Period expires;

          (ii) If any Interest Period would otherwise  expire on a day
     which is not a Business Day, such Interest Period shall expire on
     the next succeeding  Business Day,  provided that if any Interest
     Period in respect of Eurodollar  Advances would otherwise  expire
     on a day  that is not a  Business  Day but is a day of the  month
     after which no further  Business  Day occurs in such month,  such
     Interest Period shall expire on the next preceding Business Day;

          (iii) Any Interest Period in respect of Eurodollar  Advances
     which  begins  on  a  day  for  which  there  is  no  numerically
     corresponding  day in the  calendar  month  at  the  end of  such
     Interest Period shall,  subject to part (iv) below, expire on the
     last Business Day of such calendar month;

          (iv) No Interest  Period shall  extend  beyond any date upon
     which any  principal  payment is due with  respect to the Line of
     Credit Loans.

         (2) When  Borrower  requests a quote for a  Competitive  Bid Loan,  the
Borrower  shall  specify the Interest  Period to be  applicable  to such Line of
Credit Loan,  which Interest  Period shall be as agreed upon by the Borrower and
such Lender;  provided,  however,  that (i) no Interest  Period shall exceed 180
days, (ii) no Interest Period shall extend beyond the Line of Credit Termination
Date and (iii) if any Interest Period would  otherwise  expire on a day which is
not a Business  Day, such  Interest  Period shall expire on the next  succeeding
Business Day.  Interest shall be payable in respect of each Competitive Bid Loan
on the last day of each Interest Period applicable to such Competitive Bid Loan,
and at maturity (whether by acceleration or otherwise).


                                      -25-


<PAGE>

         Section 3.5. Fees.

         (1) Borrower shall pay to the Administrative  Agent, for the account of
and distribution of the respective Pro Rata Share to each Lender, a facility fee
(the  "Facility  Fee") for the  period  commencing  on the  Closing  Date to and
including the Line of Credit  Termination Date,  computed at a rate equal to the
Applicable  Facility Fee  Percentage  per annum  multiplied by (ii) on the daily
average of the aggregate  Line of Credit  Commitments  of the Lenders,  such fee
being  payable  quarterly  in arrears on the last  calendar  day of each  fiscal
quarter of Borrower and on the Line of Credit Termination Date.

         (2) Borrower shall pay to the  Administrative  Agent such other fees as
are specified, and in accordance with, the Fee Letter.

         Section 3.6. Voluntary Prepayments of Borrowings.

         (1) Borrower may, at its option,  prepay Borrowings  consisting of Base
Rate  Advances  at any time in whole,  or from time to time in part,  in amounts
aggregating  $2,500,000 or any greater integral multiple of $500,000,  by paying
the principal  amount to be prepaid  together  with interest  accrued and unpaid
thereon to the date of  prepayment.  Those  Borrowings  consisting of Eurodollar
Advances may be prepaid, at Borrower's option, in whole, or from time to time in
part,  in amounts  aggregating  $5,000,000 or any greater  integral  multiple of
$1,000,000, by paying the principal amount to be prepaid, together with interest
accrued  and  unpaid  thereon  to the date of  prepayment  and all  compensation
payments  pursuant to Section  3.12 if such  prepayment  is made on a date other
than the last day of an Interest Period applicable  thereto.  Each such optional
prepayment shall be applied in accordance with Section 3.06(c) below.

         (2) Borrower shall give written notice (or telephonic  notice confirmed
in writing) to the Administrative  Agent of any intended  prepayment of (i) Base
Rate Advances not less than one Business Day prior to any such  prepayments  and
(ii)  Eurodollar  Advances not less than three  Business  Days prior to any such
prepayment.  Borrower shall give written notice (or telephonic  notice confirmed
in writing) to the respective  Lender who made any  Competitive  Bid Loan of any
intended  prepayment of such Competitive Bid Loan not less than one Business Day
prior to any prepayment of such  Competitive Bid Loan. Such notice,  once given,
shall be irrevocable.  Upon receipt of such notice of prepayment pursuant to the
first sentence of this paragraph  (b), the  Administrative  Agent shall promptly
notify each Lender of the contents of such notice and of such Lender's  share of
such prepayment.

         (3) Borrower,  when providing notice of prepayment  pursuant to Section
3.06(b)  may  designate  the Types of Advances  and the  specific  Borrowing  or
Borrowings  which are to be  prepaid,  provided  that (i) if any  prepayment  of
Eurodollar  Advances made  pursuant to a single  Borrowing of the Line of Credit
Loans shall reduce the  outstanding  Advances made pursuant to such Borrowing to
an amount less than  $1,000,000,  such Borrowing shall


                                      -26-

<PAGE>

immediately be converted into Base Rate Advances;  and (ii) each prepayment made
pursuant  to a single  Borrowing  shall be  applied  pro rata  among the Line of
Credit Loans  comprising such Borrowing,  if such prepayment is not a prepayment
of a Competitive  Bid Loan.  All voluntary  prepayments  shall be applied to the
payment of any unpaid interest before application to principal.

         Section 3.7. Payments, etc.

         (1) (i) Except as otherwise  specifically provided herein, all payments
under this  Agreement  and the other Credit  Documents,  other than the payments
specified  in clause  (ii)  below,  shall be made  without  defense,  set-off or
counterclaim to the  Administrative  Agent, not later than 2:00 P.M. (local time
for the Administrative  Agent) on the date when due and shall be made in Dollars
in immediately available funds at the respective Payment Office.

         (ii) Except as otherwise  specifically  provided  herein,  all payments
under this  Agreement  with respect to the Lenders  making any  Competitive  Bid
Loans shall be made without defense,  set-off or counterclaim to such Lender not
later than 2:00 P.M.  (local  time for such  Lender) on the date when due and in
immediately  available  funds at the Payment  Office of such  Lender,  or at any
other  location  of the Lender as such Lender may specify in writing to Borrower
not later than 12:00 Noon (local time for the Lender) on the  Business  Day such
payment is due.

         (2) (i) All such  payments  shall be made free and clear of and without
deduction or withholding for any Taxes in respect of this Agreement, the Line of
Credit Notes or other Credit Documents, or any payments of principal,  interest,
fees or other amounts  payable  hereunder or thereunder (but excluding any Taxes
imposed on the  overall  net income of the  Lenders  pursuant to the laws of the
jurisdiction  in which the principal  executive  office or  appropriate  Lending
Office of such  Lender  is  located).  If any  Taxes  are so levied or  imposed,
Borrower  agrees (A) to pay the full amount of such Taxes,  and such  additional
amounts  as may be  necessary  so that  every net  payment  of all  amounts  due
hereunder and under the Line of Credit Notes and other Credit  Documents,  after
withholding  or  deduction  for or on  account  of  any  such  Taxes  (including
additional sums payable under this Section 3.07), will not be less than the full
amount  provided for herein had no such deduction or withholding  been required,
(B) to make  such  withholding  or  deduction  and (C) to pay  the  full  amount
deducted to the relevant  authority in accordance with applicable law.  Borrower
will furnish to the Administrative  Agent and each Lender,  within 30 days after
the date the payment of any Taxes is due pursuant to applicable  law,  certified
copies of tax  receipts  evidencing  such  payment by  Borrower.  Borrower  will
indemnify  and hold  harmless  the  Administrative  Agent  and each  Lender  and
reimburse the Administrative  Agent and each Lender upon written request for the
amount of any Taxes so levied or imposed and paid by the Administrative Agent or
Lender and any liability  (including  penalties,  interest and expenses) arising
therefrom or with respect  thereto,  whether or not such Taxes were correctly or
illegally  asserted.  A  certificate  as to the  amount of such  payment by such
Lender or the  Administrative  Agent,  absent  manifest  error,  shall be final,
conclusive and binding for all purposes.


                                      -27-

<PAGE>


         (ii) Each Lender that is organized  under the laws of any  jurisdiction
other than the United  States of America  agrees to furnish to Borrower  and the
Administrative  Agent,  prior to the time it  becomes  a Lender  hereunder,  two
copies  of either  U.S.  Internal  Revenue  Service  Form 4224 or U.S.  Internal
Revenue  Service Form 1001 or any successor  forms thereto  (wherein such Lender
claims  entitlement to complete  exemption from or reduced rate of U.S.  Federal
withholding  tax on  interest  paid by  Borrower  hereunder)  and to  provide to
Borrower  and the  Administrative  Agent  a new  Form  4224 or Form  1001 or any
successor  forms  thereto  if any  previously  delivered  form  is  found  to be
incomplete or incorrect in any material  respect or upon the obsolescence of any
previously delivered form; provided,  however,  that no Lender shall be required
to furnish a form under this  paragraph  (ii) if it is not  entitled to claim an
exemption from or a reduced rate of withholding  under  applicable law. A Lender
that is not entitled to claim an exemption from or a reduced rate of withholding
under applicable law, promptly upon written request of Borrower, shall so inform
Borrower in writing.

         (3)  Subject to Section  3.04(a)(ii),  whenever  any payment to be made
hereunder  or under any Line of Credit  Note  shall be stated to be due on a day
which is not a Business  Day, the due date thereof shall be extended to the next
succeeding  Business Day and,  with respect to payments of  principal,  interest
thereon shall be payable at the applicable rate during such extension.

         (4) On other than Competitive Bid Loans, which shall be negotiated from
time to time, all  computations  of interest and fees shall be made on the basis
of a year of 360 days for the actual number of days (including the first day but
excluding the last day)  occurring in the period for which such interest or fees
are payable (to the extent  computed on the basis of days elapsed),  except that
interest on Base Rate  Advances  shall be computed on the basis of a year of 360
days for the actual  number of days.  Interest  on Base Rate  Advances  shall be
calculated  based on the Base Rate from and  including  the date of such Line of
Credit Loan to but excluding  the date of the  repayment or conversion  thereof.
Interest on Eurodollar  Advances shall be calculated as to each Interest  Period
from and  including the first day thereof to but excluding the last day thereof.
Each  determination  by the  Administrative  Agent  or  the  Lender  making  any
Competitive  Bid Loan of an interest rate or fee hereunder shall be made in good
faith and, except for manifest error, shall be final, conclusive and binding for
all purposes.

         (5) Payment by Borrower to the Administrative  Agent in accordance with
the terms of this Agreement  shall,  as to Borrower,  constitute  payment to the
Lenders under this Agreement.

         Section 3.8.  Interest Rate Not  Ascertainable,  etc. In the event that
the  Administrative  Agent,  in the case of the Adjusted  LIBO Rate,  shall have
determined (which determination shall be made in good faith and, absent manifest
error, shall be final, conclusive and binding upon all parties) that on any date
for determining the Adjusted LIBO Rate for any Interest Period, by reason of any
changes arising after the date of this Agreement  affecting the London interbank
market or the Administrative Agent's position in such market,  adequate and fair


                                      -28-

<PAGE>


means do not exist for  ascertaining  the applicable  interest rate on the basis
provided  for in the  definition  of  Adjusted  LIBO Rate then,  and in any such
event,  the  Administrative  Agent shall  forthwith  give  notice (by  telephone
confirmed in writing) to Borrower and to the Lenders of such determination and a
summary  of the basis for such  determination.  Until the  Administrative  Agent
notifies Borrower that the circumstances giving rise to the suspension described
herein  no  longer  exist,  the  obligations  of the  Lenders  to make or permit
portions of the Line of Credit Loans to remain  outstanding past the last day of
the then current Interest Periods as Eurodollar Advances shall be suspended, and
such affected Advances shall bear the same interest as Base Rate Advances.

         Section 3.9. Illegality.

         (1)  In  the  event  that  any  Lender  shall  have  determined  (which
determination  shall be made in good faith and, absent manifest error,  shall be
final,  conclusive  and binding upon all parties) at any time that the making or
continuance of any Eurodollar  Advance has become unlawful by compliance by such
Lender in good faith with any applicable  law,  governmental  rule,  regulation,
guideline  or order  (whether  or not having the force of law and whether or not
failure to comply  therewith  would be unlawful),  then, in any such event,  the
Lender shall give prompt notice (by telephone  confirmed in writing) to Borrower
and to the Administrative Agent of such determination and a summary of the basis
for such  determination  (which notice the  Administrative  Agent shall promptly
transmit to the other Lenders).

         (2) Upon the giving of the notice to Borrower referred to in subsection
(a) above, (i) Borrower's right to request and such Lender's  obligation to make
Eurodollar Advances shall be immediately  suspended,  and such Lender shall make
an Advance as part of the requested  Borrowing of Eurodollar  Advances as a Base
Rate Advance,  provided,  Borrower  does not  negotiate a Competitive  Bid Loan,
which Base Rate Advance shall,  for all other  purposes,  be considered  part of
such Borrowing, and (ii) if the affected Eurodollar Advance or Advances are then
outstanding,  Borrower shall immediately,  or if permitted by applicable law, no
later than the date permitted thereby,  upon at least one Business Day's written
notice to the  Administrative  Agent and the affected Lender,  convert each such
Advance into an Advance or Advances of a different Type with an Interest  Period
ending on the date on which  the  Interest  Period  applicable  to the  affected
Eurodollar  Advances expires,  provided that if more than one Lender is affected
at any time, then all affected Lenders must be treated the same pursuant to this
Section 3.09(b).

         Section 3.10. Increased Costs.

         (1) If, by reason of (x) after the date hereof,  the introduction of or
any change (including,  without  limitation,  any change by way of imposition or
increase  of reserve  requirements)  in or in the  interpretation  of any law or
regulation, or (y) the compliance with any guideline or request from any central
bank or other governmental authority or quasi-governmental  authority exercising
control over banks or financial  institutions  generally  (whether or not having
the force of law):


                                      -29-

<PAGE>

          (i) any Lender (or its applicable  Lending  Office) shall be
     subject  to any tax,  duty or other  charge  with  respect to its
     Eurodollar   Advances  or  its  obligation  to  make   Eurodollar
     Advances,  or the basis of  taxation of payments to any Lender of
     the  principal of or interest on its  Eurodollar  Advances or its
     obligation to make Eurodollar Advances shall have changed (except
     for  changes in the tax on the  overall net income of such Lender
     or its applicable  Lending Office imposed by the  jurisdiction in
     which such  Lender's  principal  executive  office or  applicable
     Lending Office is located); or

          (ii) any reserve (including, without limitation, any imposed
     by the Board of Governors of the Federal Reserve System), special
     deposit or similar  requirement  against assets of, deposits with
     or for the  account  of,  or credit  extended  by,  any  Lender's
     applicable  Lending Office shall be imposed or deemed  applicable
     or any other condition  affecting its Eurodollar  Advances or its
     obligation to make  Eurodollar  Advances  shall be imposed on any
     Lender or its applicable  Lending Office or the London  interbank
     market;

and as a result  thereof  there shall be any increase in the cost to such Lender
of  agreeing  to make or making,  funding  or  maintaining  Eurodollar  Advances
(except to the extent already  included in the  determination  of the applicable
Adjusted LIBO Rate for  Eurodollar  Advances),  or there shall be a reduction in
the amount  received  or  receivable  by such Lender or its  applicable  Lending
Office,  then Borrower shall from time to time (subject,  in the case of certain
Taxes,  to the applicable  provisions of Section  3.07(b)),  upon written notice
from and  demand by such  Lender on  Borrower  (with a copy of such  notice  and
demand to the Administrative  Agent),  pay to the  Administrative  Agent for the
account of such Lender  within five  Business Days after the date of such notice
and demand,  additional amounts sufficient to indemnify such Lender against such
increased cost. A certificate as to the amount of such increased cost, submitted
to  Borrower  and the  Administrative  Agent by such  Lender  in good  faith and
accompanied  by a statement  prepared by such Lender  describing  in  reasonable
detail the basis for and calculation of such increased cost,  shall,  except for
manifest error, be final, conclusive and binding for all purposes.

         (2) If any Lender  shall  advise the  Administrative  Agent that at any
time,  because of the  circumstances  described in clauses (x) or (y) in Section
3.10(a) or any other  circumstances  beyond  such  Lender's  reasonable  control
arising  after the date of this  Agreement  affecting  such Lender or the London
interbank  market or the  United  States of  America  secondary  certificate  of
deposit  market or such  Lender's  position in such  markets,  the Adjusted LIBO
Rate, as determined by the Administrative  Agent, will not adequately and fairly
reflect the cost to such Lender of funding its Eurodollar Advances, then, and in
any such event:

          (i) the Administrative Agent shall forthwith give notice (by
     telephone  confirmed  in writing)  to  Borrower  and to the other
     Lenders of such advice;

          (ii)   Borrower's   right  to  request  and  such   Lender's
     obligation to make or permit portions of the Line of Credit Loans
     to  remain  outstanding  past the  last  day of the then  current
     Interest  Periods as  Eurodollar  Advances  shall be  immediately
     suspended; and


                                 -30-

<PAGE>


          (iii) such  Lender  shall make a Line of Credit Loan as part
     of the requested  Borrowing of Eurodollar  Advances,  as the case
     may be,  as a Base Rate  Advance,  which  such Base Rate  Advance
     shall,  for  all  other  purposes,  be  considered  part  of such
     Borrowing.

         Section 3.11. Lending Offices.

         (1) Each Lender  agrees that,  if  requested  by Borrower,  it will use
reasonable efforts (subject to overall policy  considerations of such Lender) to
designate an  alternate  Lending  Office with  respect to any of its  Eurodollar
Advances affected by the matters or circumstances described in Sections 3.07(b),
3.08,  3.09 or 3.10 to reduce the  liability  of  Borrower  or avoid the results
provided thereunder,  so long as such designation is not disadvantageous to such
Lender as determined by such Lender,  which determination if made in good faith,
shall be conclusive and binding on all parties  hereto.  Nothing in this Section
3.11 shall affect or postpone any of the obligations of Borrower or any right of
any Lender provided hereunder.

         (2) If any Lender that is organized under the laws of any  jurisdiction
other than the United  States of America  or any State  thereof  (including  the
District of Columbia) issues a public  announcement  with respect to the closing
of  its  lending  offices  in  the  United  States  of  America  such  that  any
withholdings or deductions and additional  payments with respect to Taxes may be
required to be made by Borrower  thereafter  pursuant to Section  3.07(b),  such
Lender shall use reasonable  efforts to furnish  Borrower notice thereof as soon
as  practicable  thereafter;  provided,  however,  that no delay or  failure  to
furnish such notice shall in any event  release or discharge  Borrower  from its
obligations to such Lender  pursuant to Section  3.07(b) or otherwise  result in
any liability of such Lender.

         Section 3.12.  Funding Losses.  Borrower shall  compensate each Lender,
upon its written  request to Borrower  (which  request shall set forth the basis
for requesting such amounts in reasonable detail and which request shall be made
in good faith and, absent manifest error, shall be final, conclusive and binding
upon all of the  parties  hereto),  for all  losses,  expenses  and  liabilities
(including,  without limitation,  any interest paid by such Lender to lenders of
funds borrowed by it to make or carry its Eurodollar Advances, in either case to
the extent not recovered by such Lender in connection with the  re-employment of
such funds and  including  loss of  anticipated  profits),  which the Lender may
sustain: (i) if for any reason (other than a default by such Lender) a borrowing
of, or conversion to or continuation of Eurodollar Advances to Borrower does not
occur on the date  specified  therefor  in a Notice  of  Borrowing  or Notice of
Continuation/Conversion  (whether  or not  withdrawn),  (ii)  if  any  repayment
(including  mandatory  prepayments  and  any  conversions  pursuant  to  Section
3.09(b)) of any  Eurodollar  Advances to Borrower  occurs on a date which is not
the last day of an Interest Period  applicable  thereto,  or (iii),  if, for any
reason,  Borrower  defaults in its obligation to repay its  Eurodollar  Advances
when required by the terms of this Agreement.

         Section 3.13.  Assumptions  Concerning Funding of Eurodollar  Advances.
Calculation  of all amounts  payable to a Lender under this Article III shall be
made as though that

                                      -31-

<PAGE>


Lender had actually funded its relevant Eurodollar Advances through the purchase
of deposits in the relevant  market bearing  interest at the rate  applicable to
such  Eurodollar  Advances  in an amount  equal to the amount of the  Eurodollar
Advances and having a maturity  comparable to the relevant  Interest  Period and
through the transfer of such Eurodollar Advances from an offshore office of that
Lender to a  domestic  office of that  Lender in the United  States of  America;
provided,  however, that each Lender may fund each of its Eurodollar Advances in
any  manner  it sees fit and the  foregoing  assumption  shall be used  only for
calculation of amounts payable under this Article III.

         Section  3.14.  Apportionment  of  Payments.  Aggregate  principal  and
interest  payments in respect of Line of Credit Loans and payments in respect of
the  Facility  Fee shall be  apportioned  among all  outstanding  Line of Credit
Commitments   and  Line  of  Credit  Loans  to  which  such   payments   relate,
proportionately  to the Lenders'  respective  pro rata  portions of such Line of
Credit  Commitments and  outstanding  Line of Credit Loans.  The  Administrative
Agent shall  promptly  distribute to each Lender at its Payment Office set forth
beside its name on the  appropriate  signature page hereof or such other address
as any  Lender  may  request  its  share of all such  payments  received  by the
Administrative Agent.

         Section 3.15. Sharing of Payments,  Etc. If any Lender shall obtain any
payment or reduction  (including,  without  limitation,  any amounts received as
adequate protection of a deposit treated as cash collateral under the Bankruptcy
Code) of the Obligations (whether voluntary,  involuntary,  through the exercise
of any right of  set-off,  or  otherwise)  in excess of its pro rata  portion of
payments  or  reductions  on account  of such  obligations  obtained  by all the
Lenders,  such Lender shall  forthwith  (i) notify each of the other Lenders and
Administrative  Agent of such receipt,  and (ii) purchase from the other Lenders
such  participations in the affected  obligations as shall be necessary to cause
such  purchasing  Lender to share the excess payment or reduction,  net of costs
incurred in connection  therewith,  ratably with each of them,  provided that if
all or any portion of such excess  payment or reduction is thereafter  recovered
from such purchasing Lender or additional costs are incurred, the purchase shall
be rescinded and the purchase  price  restored to the extent of such recovery or
such  additional  costs,  but without  interest  unless the Lender  obligated to
return  such funds is required to pay  interest on such funds.  Borrower  agrees
that any Lender so purchasing a  participation  from another Lender  pursuant to
this Section 3.15 may, to the fullest extent permitted by law,  exercise all its
rights  of  payment  (including  the  right of  set-off)  with  respect  to such
participation as fully as if such Lender were the direct creditor of Borrower in
the amount of such participation.

         Section 3.16. Capital Adequacy. Without limiting any other provision of
this Agreement, in the event that any Lender shall have determined that any law,
treaty,  governmental (or  quasi-governmental)  rule,  regulation,  guideline or
order regarding  capital adequacy not currently in effect or fully applicable as
of the  Closing  Date,  or  any  change  therein  or in  the  interpretation  or
application  thereof  after the Closing  Date, or compliance by such Lender with
any request or directive  regarding  capital adequacy not currently in effect or
fully  applicable as of the Closing Date (whether or not having the force of law
and whether or not failure to comply therewith would be unlawful) from a central
bank or governmental authority or

                                      -32-

<PAGE>


body having jurisdiction,  does or shall have the effect of reducing the rate of
return on such Lender's capital as a consequence of its obligations hereunder to
a level  below that  which such  Lender  could have  achieved  but for such law,
treaty, rule, regulation, guideline or order, or such change or compliance by an
amount  reasonably  deemed by such Lender to be  material,  then within ten (10)
Business  Days  after  written  notice and demand by such  Lender  (with  copies
thereof to the  Administrative  Agent),  Borrower shall from time to time pay to
such Lender  additional  amounts  sufficient to compensate  such Lender for such
reduction  (but,  in  the  case  of  outstanding  Base  Rate  Advances,  without
duplication  of any  amounts  already  recovered  by such Lender by reason of an
adjustment  in the  applicable  Base Rate).  Each  certificate  as to the amount
payable under this Section 3.16 (which certificate shall set forth the basis for
requesting  such  amounts in  reasonable  detail),  submitted to Borrower by any
Lender in good faith,  shall,  absent manifest  error, be final,  conclusive and
binding for all purposes.

         Section  3.17.  Benefits  to  Guarantors.   In  consideration  for  the
execution  and delivery by the  Guarantors of the Guaranty  Agreement,  Borrower
agrees to make the benefit of  extensions of credit  hereunder  available to the
Guarantors.

         Section 3.18. Limitation on Certain Payment Obligations.

         (1) Each Lender or  Administrative  Agent shall make written  demand on
Borrower for  indemnification or compensation  pursuant to Section 3.07 no later
than 90 days  after  the  earlier  of (i) the date on which  such  Lender or the
Administrative Agent makes payment of such Taxes, and (ii) the date on which the
relevant taxing authority or other  governmental  authority makes written demand
upon such Lender or the Administrative Agent for payment of such Taxes.

         (2) Each Lender or the  Administrative  Agent shall make written demand
on Borrower for  indemnification  or compensation  pursuant to Sections 3.12 and
3.13 no  later  than 90 days  after  the  event  giving  rise to the  claim  for
indemnification or compensation occurs.

         (3) Each Lender or the  Administrative  Agent shall make written demand
on Borrower for  indemnification  or compensation  pursuant to Sections 3.10 and
3.16 no  later  than 90 days  after  such  Lender  or the  Administrative  Agent
receives actual notice or obtains actual knowledge of the promulgation of a law,
rule,  order or  interpretation  or occurrence of another event giving rise to a
claim pursuant to such sections.

         (4) In the event that the Lenders or the  Administrative  Agent fail to
give Borrower notice within the time limitations prescribed in (a) or (b) above,
Borrower  shall not have any  obligation to pay such claim for  compensation  or
indemnification.  In the event that the Lender or the Administrative  Agent fail
to give  Borrower  notice  within the time  limitation  prescribed in (c) above,
Borrower  shall not have any obligation to pay any amount with respect to claims
accruing prior to the ninetieth day preceding such written demand.


                                      -33-

<PAGE>


                                   ARTICLE 4

                            CONDITIONS TO BORROWINGS

         The  obligations of each Lender to make Advances to Borrower  hereunder
is subject to the satisfaction of the following conditions:

         Section 4.1.  Conditions  Precedent to Initial Line of Credit Loans. At
the time of the making of the  initial  Line of Credit  Loans  hereunder  on the
Closing  Date,  all  obligations  of Borrower  hereunder  incurred  prior to the
initial  Line  of  Credit  Loans  (including,  without  limitation,   Borrower's
obligations  to  reimburse  the  reasonable  fees and expenses of counsel to the
Administrative  Agent and any fees and  expenses  payable to the  Administrative
Agent and the Lenders as previously agreed with Borrower),  shall have been paid
in full, and the Administrative Agent shall have received the following, in form
and  substance  reasonably  satisfactory  in all respects to the  Administrative
Agent:

          (1) the duly executed counterparts of this Agreement;

          (2) the duly  completed  Line of Credit Notes  evidencing  the Line of
     Credit Commitment;

          (3) the duly executed Guaranty Agreement;

          (4)  certificate  of Borrower in  substantially  the form of Exhibit C
     attached hereto and appropriately completed;

          (5) the duly executed Commitment Letter;

          (6) the duly executed Fee Letter;

          (7)  certificates  of the Secretary or Assistant  Secretary of each of
     the Credit Parties  attaching and certifying  copies of the  resolutions of
     the boards of directors of the Credit  Parties,  authorizing  as applicable
     the execution, delivery and performance of the Credit Documents;

          (8) certificates of the Secretary or an Assistant Secretary of each of
     the Credit  Parties  certifying  (i) the name,  title and true signature of
     each officer of such  entities  executing  the Credit  Documents,  (ii) the
     bylaws or comparable  governing  documents of such entities;  and (iii) the
     certificate or articles of incorporation of each Credit Party;

          (9)  certificates  of good standing or existence,  as may be available
     from the  Secretary  of  State  of the  jurisdiction  of  incorporation  or
     organization of such Credit Party;


                                      -34-

<PAGE>


          (10) copies of all documents and instruments,  including all consents,
     authorizations and filings,  required or advisable under any Requirement of
     Law or by any material  Contractual  Obligation of the Credit  Parties,  in
     connection  with  the  execution,  delivery,   performance,   validity  and
     enforceability  of the  Credit  Documents  and the  other  documents  to be
     executed  and  delivered  hereunder,  and  such  consents,  authorizations,
     filings  and orders  shall be in full  force and effect and all  applicable
     waiting periods shall have expired;

          (11)  certified  copies of the  Intercompany  Loan  Documents,  to the
     extent  that  they  exist and have not  previously  been  certified  to the
     Lenders;

          (12) duly executed  solvency  certificates of Borrower and each of the
     Guarantors, in form and substance satisfactory to the Agents and Lenders;

          (13)  acknowledgment  from CSC Network  Corporation System, Inc. as to
     its  appointment  as agent for service of process  for the  various  Credit
     Parties;

          (14)  certified  copies  of  indentures,  credit  agreements,  leases,
     capital leases,  instruments,  and other  documents  evidencing or securing
     Indebtedness of any Consolidated  Company described on Schedule 7.01(b), in
     any single case in an amount not less than  $500,000  and to the extent not
     previously certified to the Lenders;

          (15) certificates, reports and other information as the Administrative
     Agent may  reasonably  request  from any  Consolidated  Company in order to
     satisfy  the  Lenders as to the  absence  of any  material  liabilities  or
     obligations  arising from matters relating to employees of the Consolidated
     Companies, including employee relations,  collective bargaining agreements,
     Plans, and other compensation and employee benefit plans;

          (16) certificates,  reports,  environmental audits and investigations,
     and other information as the  Administrative  Agent may reasonably  request
     from any  Consolidated  Company in order to satisfy  the  Lenders as to the
     absence  of  any  material   liabilities   or   obligations   arising  from
     environmental  and  employee  health  and  safety  exposures  to which  the
     Consolidated  Companies may be subject,  and the plans of the  Consolidated
     Companies with respect thereto;

          (17) certificates, reports and other information as the Administrative
     Agent may  reasonably  request  from any  Consolidated  Company in order to
     satisfy  the  Lenders as to the  absence  of any  material  liabilities  or
     obligations arising from litigation (including without limitation, products
     liability and patent infringement claims) pending or threatened against the
     Consolidated Companies;

          (18) a  certificate  of  insurance  summarizing,  in form  and  detail
     reasonably acceptable to the Administrative Agent, of the types and amounts
     of  insurance  (property  and  liability)  maintained  by the  Consolidated
     Companies;


                                      -35-

<PAGE>


          (19) the favorable  opinion of counsel to the Credit Parties addressed
     to the Administrative Agent and each of the Lenders; and

          (20) financial statements of Borrower and its Subsidiaries, audited on
     a  consolidated  basis  for the  fiscal  year  ended on the last  Friday in
     January,  1998 and unaudited on a consolidated basis for the fiscal quarter
     ended on the last Friday in October, 1998.

In addition to the foregoing, the following conditions shall have been satisfied
or shall exist, all to the satisfaction of the  Administrative  Agent, as of the
time the initial Line of Credit Loans are made hereunder:

          (x) the Line of Credit  Loans to be made on the  Closing  Date and the
     use of proceeds thereof shall not contravene,  violate or conflict with, or
     involve the Administrative  Agent or any Lender in a violation of, any law,
     rule,  injunction,  or regulation,  or determination of any court of law or
     other governmental authority;

          (y)  all  corporate   proceedings  and  all  other  legal  matters  in
     connection with the authorization, legality, validity and enforceability of
     the Credit Documents shall be reasonably satisfactory in form and substance
     to the Required Lenders; and

          (z) the status of all pending  and  threatened  litigation  (including
     products  liability  and patent  claims) which might result in a Materially
     Adverse  Effect,  including a  description  of any  damages  sought and the
     claims constituting the basis therefor, shall have been reported in writing
     to the Administrative  Agent, the Administrative  Agent shall have reported
     such matters to the Lenders,  and the Lenders shall be satisfied  with such
     status.

         Section 4.2. Conditions to All Line of Credit Loans. At the time of the
making of all Line of Credit  Loans  (before as well as after  giving  effect to
such Line of Credit Loans and to the proposed use of the proceeds thereof),  the
following conditions shall have been satisfied or shall exist:

          (1) there shall exist no Default or Event of Default;

          (2) all  representations  and warranties by Borrower  contained herein
     shall be true and correct in all material  respects with the same effect as
     though such  representations  and warranties had been made on and as of the
     date of such Line of Credit Loans;

          (3)  since the date of the most  recent  financial  statements  of the
     Consolidated  Companies described in Section 5.03, there shall have been no
     change which has had or could  reasonably  be expected to have a Materially
     Adverse Effect.


                                      -36-

<PAGE>


          (4) there  shall be no  action or  proceeding  instituted  or  pending
     before any court or other  governmental  authority  or, to the knowledge of
     Borrower,  threatened  (i) which  reasonably  could be  expected  to have a
     Materially  Adverse Effect,  or (ii) seeking to prohibit or restrict one or
     more Credit  Party's  ownership or operation of any portion of its business
     or  assets,  or to compel  one or more  Credit  Party to dispose of or hold
     separate all or any portion of its businesses or assets, where such portion
     or portions of such  business(es) or assets, as the case may be, constitute
     a material  portion of the total  businesses or assets of the  Consolidated
     Companies;

          (5) the  Line of  Credit  Loans  to be  made  and the use of  proceeds
     thereof  shall not  contravene,  violate or conflict  with,  or involve the
     Administrative  Agent or any  Lender  in a  violation  of,  any law,  rule,
     injunction,  or regulation,  or  determination of any court of law or other
     governmental authority applicable to Borrower; and

          (6) the Administrative  Agent shall have received such other documents
     or legal opinions as the Administrative  Agent or any Lender may reasonably
     request,  all  in  form  and  substance  reasonably   satisfactory  to  the
     Administrative Agent.

         Each  request for a  Borrowing  and the  acceptance  by Borrower of the
proceeds thereof shall constitute a representation and warranty by Borrower,  as
of the date of the Line of Credit  Loans  comprising  such  Borrowing,  that the
applicable conditions specified in Sections 4.01 and 4.02 have been satisfied.


                                   ARTICLE 5

                         REPRESENTATIONS AND WARRANTIES

         Borrower represents, warrants and covenants to Lenders that:

         Section 5.1. Organization and Qualification.  Borrower is a corporation
duly  organized  and  existing in good  standing  under the laws of the State of
Florida.  Each  Subsidiary  of  Borrower is a  corporation  duly  organized  and
existing under the laws of the jurisdiction of its  incorporation.  Borrower and
each  of its  Subsidiaries  are  duly  qualified  to do  business  as a  foreign
corporation and are in good standing in each jurisdiction in which the character
of their  properties or the nature of their  business  makes such  qualification
necessary,  except  for such  jurisdictions  in which a failure to qualify to do
business would not have a Materially  Adverse  Effect.  Borrower and each of its
Subsidiaries have the corporate power to own their respective  properties and to
carry on their respective businesses as now being conducted. The jurisdiction of
incorporation or  organization,  and the ownership of all issued and outstanding
capital  stock,  for  each  Subsidiary  as of the  date  of  this  Agreement  is
accurately  described  on  Schedule  5.01.  Schedule  5.01 also  designates  the
Material Subsidiaries as of the Closing Date.


                                      -37-

<PAGE>


         Section  5.2.  Corporate  Authority.  The  execution  and  delivery  by
Borrower and the Guarantors of and the performance by Borrower and Guarantors of
their  obligations  under the Credit  Documents have been duly authorized by all
requisite corporate action and all requisite  shareholder action, if any, on the
part of  Borrower  and the  Guarantors  and do not and will not (i)  violate any
provision of any law, rule or regulation,  any judgment,  order or ruling of any
court or governmental agency, the organizational papers or bylaws of Borrower or
the  Guarantors,  or any  indenture,  agreement  or  other  instrument  to which
Borrower or the Guarantors are a party or by which Borrower or the Guarantors or
any of their  properties  is bound,  or (ii) be in  conflict  with,  result in a
breach of, or  constitute  with notice or lapse of time or both a default  under
any such indenture, agreement or other instrument.

         Section 5.3. Financial Statements.  Borrower has furnished Lenders with
the  following  financial  statements:   (i)  consolidated  balance  sheets  and
consolidated  statements  of  income,  stockholders'  equity  and  cash  flow of
Borrower for the fiscal year ended on the last Friday in January,  1998, audited
by PriceWaterhouseCoopers LLP and (ii) unaudited consolidated balance sheets and
consolidated  statements  of  income,  stockholders'  equity  and  cash  flow of
Borrower for the fiscal quarter ending on the last Friday in October, 1998. Such
financial  statements  (including any related  schedules and notes) are true and
correct in all material respects (subject, as to interim statements,  to changes
resulting  from  audits  and  year  end  adjustments),  have  been  prepared  in
accordance with GAAP  consistently  applied  throughout the period or periods in
question and show, in the case of audited statements, all liabilities, direct or
contingent, of Borrower and its Subsidiaries, required to be shown in accordance
with GAAP consistently  applied throughout the period or periods in question and
fairly present the consolidated  financial position and the consolidated results
of  operations  of  Borrower  and its  Subsidiaries  for the  periods  indicated
therein. There has been no material adverse change in the business, condition or
operations,  financial or otherwise,  of Borrower and its Subsidiaries since the
last Friday in October, 1998.

         Section  5.4. Tax Returns.  Each of Borrower and its  Subsidiaries  has
filed all  federal,  state and  other  income  tax  returns  which,  to the best
knowledge  of the  executive  officers of  Borrower  and its  Subsidiaries,  are
required to be filed,  and each has paid all taxes as shown on said  returns and
on all assessments  received by it to the extent that such taxes have become due
or except such as are being  contested in good faith by appropriate  proceedings
for which adequate reserves have been established in accordance with GAAP.

         Section 5.5. Actions Pending.  There is no action, suit,  investigation
or proceeding  pending or, to the knowledge of Borrower,  threatened  against or
affecting  Borrower or any of its  Subsidiaries  or any of their  properties  or
rights,  by or before any court,  arbitrator or  administrative  or governmental
body, which might result in any Materially Adverse Effect.

         Section  5.6.  Representations;  No  Defaults.  At  the  time  of  each
Extension of Credit  there shall exist no Default or Event of Default,  and each
Extension of Credit shall be deemed a renewal by Borrower of the representations
and warranties


                                      -38-

<PAGE>


contained in this Agreement and an  affirmative  statement by Borrower that such
representations  and warranties are true and correct on and as of such time with
the same effect as though such  representations  and warranties had been made on
and as of such time.

         Section 5.7. Title to Properties. Each of Borrower and its Subsidiaries
has (i) good and marketable fee simple title to its respective  real  properties
(other than real  properties  which it leases from others),  including such real
properties  reflected  in the  consolidated  balance  sheet of Borrower  and its
Subsidiaries  as of the last  Friday of  October,  1998,  hereinabove  described
(other than real  properties  disposed of in the ordinary  course of  business),
subject to no Lien of any kind except  Liens  permitted by Section 7.02 and (ii)
good title to all of its other  respective  properties  and assets  (other  than
properties  and  assets  which it  leases  from  others),  including  the  other
properties and assets  reflected in the  consolidated  balance sheet of Borrower
and its Subsidiaries at the last Friday of October,  1998, hereinabove described
(other  than  properties  and  assets  disposed  of in the  ordinary  course  of
business),  subject to no Lien of any kind  except  Liens  permitted  by Section
7.02.  Each of Borrower and its  Subsidiaries  enjoys  peaceful and  undisturbed
possession  under all leases necessary in any material respect for the operation
of its respective  properties and assets,  none of which contains any unusual or
burdensome  provisions which might materially  affect or impair the operation of
such properties and assets,  and all such leases are valid and subsisting and in
full force and effect.

         Section 5.8. Enforceability of Agreement.  This Agreement is the legal,
valid  and  binding  agreement  of  Borrower  enforceable  against  Borrower  in
accordance  with its terms,  and the Line of Credit Notes,  and all other Credit
Documents,  when executed and delivered, will be similarly legal, valid, binding
and enforceable,  except as the  enforceability  of the Line of Credit Notes and
other Credit Documents may be limited by bankruptcy, insolvency, reorganization,
moratorium  and other laws affecting  creditor's  rights and remedies in general
and by general  principles of equity,  whether considered in a proceeding at law
or in equity.

         Section 5.9. Consent. No consent, permission,  authorization,  order or
license of any governmental  authority or Person is necessary in connection with
the execution,  delivery, performance or enforcement of the Credit Documents, or
in order to constitute the  indebtedness to be incurred  hereunder and under the
Line of Credit  Notes and the other  Credit  Documents  as "Senior  Debt" or any
similar term defined within the documents evidencing any Subordinated Debt.

         Section  5.10.  Use  of  Proceeds;  Federal  Reserve  Regulations.  The
proceeds  of the Line of  Credit  Notes  will be used  solely  for the  purposes
specified in Section 2.01(c) and none of such proceeds will be used, directly or
indirectly,  for the purpose of purchasing or carrying any "margin  security" or
"margin stock" or for the purpose of reducing or retiring any indebtedness  that
originally  was  incurred to purchase  or carry a "margin  security"  or "margin
stock" or for any  other  purpose  that  might  constitute  this  transaction  a
"purpose credit" within the meaning of the regulations of the Board of Governors
of the Federal Reserve System.

         Section 5.11. ERISA.


                                      -39-
<PAGE>

         (1)  Identification  of Certain Plans.  Schedule 5.11 hereto sets forth
all Plans of Borrower and its Subsidiaries;

         (2)  Compliance.  Each  Plan is being  maintained,  by its terms and in
operation,  in accordance with all applicable laws,  except such  noncompliances
(when taken as a whole) that will not have a Materially Adverse Effect;

         (3)  Liabilities.  Neither the Borrower nor any Subsidiary is currently
or will become subject to any liability (including withdrawal liability), tax or
penalty  whatsoever to any person whomsoever with respect to any Plan including,
but not limited to, any tax, penalty or liability arising under Title I or Title
IV of ERISA or Chapter 43 of the Tax Code,  except such liabilities  (when taken
as a whole) as will not have a Materially Adverse Effect; and

         (4) Funding.  The Borrower and each ERISA  Affiliate  has made full and
timely payment of all amounts (i) required to be contributed  under the terms of
each Plan and  applicable  law and (ii)  required to be paid as expenses of each
Plan, except where such non-payment would not have a Materially  Adverse Effect.
No Plan has an "amount of unfunded  benefit  liabilities" (as defined in Section
4001(a)(18)  of ERISA) except as disclosed on Schedule  5.11. No Plan is subject
to a waiver or extension of the minimum funding  requirements under ERISA or the
Tax Code, and no request for such waiver or extension is pending.

         Section 5.12. Subsidiaries. All the outstanding shares of stock of each
such  Subsidiary  have been validly issued and are fully paid and  nonassessable
and all such  outstanding  shares,  except as noted on such Schedule  5.01,  are
owned by Borrower or a Wholly Owned  Subsidiary  of Borrower free of any Lien or
claim.

         Each Subsidiary (i) is a corporation  duly organized,  validly existing
and in good standing under the laws of the State of its  incorporation  with the
power and authority  (corporate and other) to carry on its business as it is now
conducted  and (ii) is qualified to transact  business as a foreign  corporation
and is in good  standing in each  jurisdiction  in which such  qualification  is
required under applicable law.

         Section 5.13. Outstanding  Indebtedness.  As of the date of closing and
after giving effect to the transactions contemplated by this Agreement,  neither
Borrower nor any of its Subsidiaries has outstanding any Indebtedness  except as
permitted by Section 7.01 and there exists no default  under the  provisions  of
any  instrument  evidencing  such  Indebtedness  or of  any  agreement  relating
thereto.

         Section 5.14. Conflicting  Agreements.  Neither Borrower nor any of its
Subsidiaries  is a party  to any  contract  or  agreement  or  other  burdensome
restrictions  or subject to any  charter or other  corporate  restriction  which
materially and adversely affects its business,  property or assets, or financial
condition.  Assuming the consummation of the  transactions  contemplated by this
Agreement,  neither the  execution  or delivery of this  Agreement or the


                                      -40-

<PAGE>


Credit Documents, nor fulfillment of or compliance with the terms and provisions
hereof and  thereof,  will  conflict  with,  or result in a breach of the terms,
conditions or provisions  of, or  constitute a default  under,  or result in any
violation  of, or result in the creation of any Lien upon any of the  properties
or assets of Borrower  or any of its  Subsidiaries  pursuant  to, the charter or
By-Laws of Borrower or any of its  Subsidiaries,  any award of any arbitrator or
any agreement  (including any agreement with stockholders),  instrument,  order,
judgment,  decree,  statute, law, rule or regulation to which Borrower or any of
its Subsidiaries is subject, and neither Borrower nor any of its Subsidiaries is
a party to, or otherwise  subject to any provision  contained in, any instrument
evidencing  Indebtedness of Borrower or any of its  Subsidiaries,  any agreement
relating  thereto or any other  contract or  agreement  (including  its charter)
which limits the amount of, or otherwise  imposes  restrictions on the incurring
of,  Indebtedness  of the type to be  evidenced  by the Line of Credit  Notes or
contains dividend or redemption limitations on Common Stock of Borrower,  except
for this Agreement,  Borrower's  Certificate of Incorporation  and those matters
listed on Schedule 5.14 attached hereto.

         Section 5.15. Pollution and Other Regulations.

         (1) Each of the  Borrower  and its  Subsidiaries  has  complied  in all
material  respects with all applicable  Environmental  Laws,  including  without
limitation,   compliance  with  permits,  licenses,  standards,   schedules  and
timetables,  and is not in violation of, and does not presently have outstanding
any liability under, has not been notified that it is or may be liable under and
does not have knowledge of any liability or potential  liability  (including any
liability relating to matters set forth on Schedule 5.15(a)) except as set forth
on Schedule 5.15(a),  under any applicable  Environmental Law, including without
limitation,  the Resource  Conservation  and  Recovery  Act of 1976,  as amended
("RCRA"), the Comprehensive  Environmental Response,  Compensation and Liability
Act of 1980, as amended by the Superfund  Amendments and  Reauthorization Act of
1986 ("CERCLA"),  the Federal Water Pollution Control Act, as amended ("FWPCA"),
the Federal Clean Air Act, as amended ("FCAA"),  and the Toxic Substance Control
Act ("TSCA"), which violation, liability or potential liability could reasonably
be expected to have a Materially Adverse Effect.

         (2) Neither the  Borrower  nor any of its  Subsidiaries  has received a
written request for information under CERCLA,  any other  Environmental  Laws or
any  comparable  state  law,  or any public  health or safety or welfare  law or
written  notice  that  any  such  entity  has  been  identified  as a  potential
responsible party under CERCLA, and other  Environmental Laws, or any comparable
state law,  or any  public  health or safety or  welfare  law,  nor has any such
entity received any written notification that any Hazardous Substance that it or
any of its respective  predecessors in interest has generated,  stored, treated,
handled,  transported,  or disposed of, has been released or is threatened to be
released at any site at which any Person  intends to conduct or is  conducting a
remedial investigation or other action pursuant to any applicable  Environmental
Law, or any other Environmental Laws.


                                      -41-

<PAGE>


         (3) Each of the Borrower and its Subsidiaries has obtained all permits,
licenses or other  authorizations  required for the conduct of their  respective
operations under all applicable  Environmental  Laws and each such authorization
is in full force and effect.

         (4) Each of Borrower  and its  Subsidiaries  complies  in all  material
respects with all laws and regulations relating to equal employment  opportunity
and  employee  safety  in all  jurisdictions  in  which  it is  presently  doing
business, and Borrower will use its best efforts to comply, and to cause each of
its  Subsidiaries  to comply,  with all such laws and  regulations  which may be
legally imposed in the future in  jurisdictions  in which Borrower or any of its
Subsidiaries may then be doing business.

         Section 5.16. Possession of Franchises, Licenses, Etc. Each of Borrower
and its Subsidiaries possesses all franchises,  certificates,  licenses, permits
and other authorizations from governmental  political subdivisions or regulatory
authorities,  free  from  burdensome  restrictions,  that are  necessary  in any
material respect for the ownership,  maintenance and operation of its properties
and assets,  and neither Borrower nor any of its Subsidiaries is in violation of
any thereof in any material respect.

         Section 5.17. Patents,  Etc. Each of Borrower and its Subsidiaries owns
or has the right to use all patents,  trademarks,  service  marks,  trade names,
copyrights, licenses and other rights, free from burdensome restrictions,  which
are necessary for the operation of its business as presently conducted.  Nothing
has come to the attention of Borrower,  any of its  Subsidiaries or any of their
respective  directors and officers to the effect that (i) any product,  process,
method,  substance,  part or other material presently contemplated to be sold by
or  employed  by  Borrower or any of its  Subsidiaries  in  connection  with its
business  may  infringe  any  patent,  trademark,   service  mark,  trade  name,
copyright,  license  or other  right  owned by any other  Person,  (ii) there is
pending or threatened any claim or litigation  against or affecting  Borrower or
any of its  Subsidiaries  contesting  its right to sell or use any such product,
process, method,  substance,  part or other material or (iii) there is, or there
is pending or proposed, any patent, invention,  device, application or principle
or any statute,  law,  rule,  regulation,  standard or code which would prevent,
inhibit  or  render  obsolete  the  production  or sale of any  products  of, or
substantially   reduce  the  projected  revenues  of,  or  otherwise  materially
adversely  affect the business,  condition or operations of,  Borrower or any of
its Subsidiaries.

         Section 5.18.  Governmental Consent.  Neither the nature of Borrower or
any of its Subsidiaries  nor any of their  respective  businesses or properties,
nor any relationship between Borrower and any other Person, nor any circumstance
in connection  with the  execution and delivery of the Credit  Documents and the
consummation of the transactions  contemplated  thereby is such as to require on
behalf of Borrower or any of its  Subsidiaries  any  consent,  approval or other
action  by or any  notice  to or  filing  with any  court or  administrative  or
governmental  body  in  connection  with  the  execution  and  delivery  of this
Agreement and the Credit Documents.


                                      -42-

<PAGE>


         Section  5.19.  Disclosure.  Neither  this  Agreement  nor  the  Credit
Documents nor any other document,  certificate or written statement furnished to
Lenders by or on behalf of Borrower in connection  herewith  contains any untrue
statement  of a material  fact or omits to state a material  fact  necessary  in
order to make the statements  contained herein or therein not misleading.  There
is no fact peculiar to Borrower  which  materially  adversely  affects or in the
future may (so far as Borrower can now foresee) materially  adversely affect the
business, property or assets, financial condition or prospects of Borrower which
has  not  been  set  forth  in  this  Agreement  or  in  the  Credit  Documents,
certificates  and  written  statements  furnished  to Lenders by or on behalf of
Borrower  prior  to  the  date  hereof  in  connection  with  the   transactions
contemplated hereby.

         Section 5.20.  Insurance Coverage.  Each property of Borrower or any of
its  Subsidiaries is insured within terms  acceptable to Lenders for the benefit
of Borrower or a Subsidiary of Borrower in amounts deemed adequate by Borrower's
management  and no less than those  amounts  customary  in the industry in which
Borrower and its  Subsidiaries  operate against risks usually insured against by
Persons operating businesses similar to those of Borrower or its Subsidiaries in
the localities where such properties are located.

         Section  5.21.   Labor   Matters.   The  Borrower  and  the  Borrower's
Subsidiaries  have  experienced no strikes,  labor disputes,  slow downs or work
stoppages  due to labor  disagreements  which have had, or would  reasonably  be
expected to have, a Materially  Adverse  Effect,  and, to the best  knowledge of
Borrower's executive officers,  there are no such strikes,  disputes, slow downs
or  work  stoppages  threatened  against  any  Borrower  or  any  of  Borrower's
Subsidiaries. The hours worked and payment made to employees of the Borrower and
Borrower's  Subsidiaries  have not been in violation in any material  respect of
the Fair Labor  Standards  Act or any other  applicable  law  dealing  with such
matters. All payments due from the Borrower and Borrower's Subsidiaries,  or for
which any claim may be made against the  Consolidated  Companies,  on account of
wages and employee  health and welfare  insurance  and other  benefits have been
paid or accrued  as  liabilities  on the books of the  Borrower  and  Borrower's
Subsidiaries  where  the  failure  to  pay  or  accrue  such  liabilities  would
reasonably be expected to have a Materially Adverse Effect.

         Section 5.22. Intercompany Loans; Dividends. The Intercompany Loans and
the Intercompany  Loan Documents,  to the extent that they exist, have been duly
authorized and approved by all necessary corporate and shareholder action on the
part of the  parties  thereto,  and  constitute  the  legal,  valid and  binding
obligations  of the  parties  thereto,  enforceable  against  each  of  them  in
accordance with their respective  terms,  except as may be limited by applicable
bankruptcy,  insolvency,  reorganization,  moratorium, or similar laws affecting
creditors' rights generally,  and by general principles of equity.  There are no
restrictions on the power of any Consolidated  Company to repay any Intercompany
Loan or to pay  dividends  on the capital  stock.  Intercompany  Loans as of the
Closing Date are described in Schedule 5.22.


                                      -43-

<PAGE>


         Section  5.23.  Burdensome  Restrictions.   None  of  the  Consolidated
Companies is a party to or bound by any Contractual Obligation or Requirement of
Law which has had or would  reasonably be expected to have a Materially  Adverse
Effect.

         Section 5.24. Investment Company Act, Etc. Neither the Borrower nor any
of its Subsidiaries is an "investment  company" or a company  "controlled" by an
"investment  company"  (as each of the  quoted  terms is  defined or used in the
Investment Company Act of 1940, as amended). Neither the Borrower nor any of its
Subsidiaries  is subject to regulation  under the Public Utility Holding Company
Act of 1935, the Federal Power Act, or any foreign,  federal or local statute or
regulation  limiting  its  ability  to incur  indebtedness  for money  borrowed,
guarantee such  indebtedness,  or pledge its assets to secure such indebtedness,
as contemplated hereby or by any other Credit Document.

         Section 5.25. Notice of Non-Compliance  with Laws. Neither the Borrower
nor  any of its  Subsidiaries  has  received  notice  of any  violation  of Law,
statute,  order,  rule,  regulation,  or judgment  entered by any court that may
reasonably be expected to have a Materially Adverse Effect.

         Section  5.26.  Year 2000 Issues.  Borrower and the other  Consolidated
Companies  (i) are  performing a  comprehensive  review of their  computers  and
software  applications  to identify  the systems  that would be affected by Year
2000 Issues as such issues  pertain to the computer  programs and systems of the
Consolidated  Companies,  (ii) based on their  review and all other  information
currently available to them, do not reasonably  anticipate that Year 2000 Issues
will have a Materially  Adverse  Effect,  and (iii) are in  compliance  with all
laws, rules and regulations of the Securities and Exchange Commission.


                                   ARTICLE 6

                              AFFIRMATIVE COVENANTS

         Borrower  covenants and agrees that so long as it may borrow under this
Agreement or so long as any indebtedness  remains  outstanding under the Line of
Credit Notes that it will:

         Section 6.1. Corporate Existence, Etc. Preserve and maintain, and cause
each of its  Material  Subsidiaries  to preserve  and  maintain,  its  corporate
existence,  its material  rights,  franchises,  and  licenses,  and its material
patents and copyrights (for the scheduled duration thereof),  trademarks,  trade
names,  and service  marks,  necessary or desirable in the normal conduct of its
business,  and its qualification to do business as a foreign  corporation in all
jurisdictions  where it  conducts  business  or  other  activities  making  such
qualification necessary, where the failure to do so would reasonably be expected
to have a Materially Adverse Effect.


                                      -44-

<PAGE>


         Section 6.2.  Compliance with Laws, Etc. Comply,  and cause each of its
Subsidiaries  to  comply  with  all  Requirements  of  Law  (including,  without
limitation,  the  Environmental  Laws,  subject  to the  exception  set forth in
Section  6.07(f)  where the  penalties,  claims,  fines,  and other  liabilities
resulting from noncompliance with such Environmental Laws do not involve amounts
in  excess  of  $10,000,000  in  the  aggregate)  and  Contractual   Obligations
applicable  to or binding on any of them where the  failure to comply  with such
Requirements of Law and Contractual  Obligations would reasonably be expected to
have a Materially Adverse Effect.

         Section 6.3.  Payment of Taxes and Claims,  Etc. Pay, and cause each of
its  Subsidiaries to pay, (i) all taxes,  assessments and  governmental  charges
imposed upon it or upon its property,  and (ii) all claims  (including,  without
limitation,  claims for labor, materials,  supplies or services) which might, if
unpaid,  become a Lien upon its property,  unless, in each case, the validity or
amount thereof is being  contested in good faith by appropriate  proceedings and
adequate reserves are maintained with respect thereto.

         Section 6.4. Keeping of Books. Keep, and cause each of its Subsidiaries
to keep,  proper books of record and account,  containing  complete and accurate
entries of all their respective financial and business transactions.

         Section 6.5. Visitation, Inspection, Etc. Permit, and cause each of its
Subsidiaries to permit, any  representative of the  Administrative  Agent or any
Lender  to visit and  inspect  any of its  property,  to  examine  its books and
records  and to make  copies and take  extracts  therefrom,  and to discuss  its
affairs,  finances and accounts with its officers,  all at such reasonable times
and as often as the  Administrative  Agent or such Lender may reasonably request
after reasonable prior notice to Borrower;  provided,  however, that at any time
following the occurrence and during the  continuance of a Default or an Event of
Default, no prior notice to Borrower shall be required.

         Section 6.6. Insurance; Maintenance of Properties.

         (1)  Maintain  or cause to be  maintained  with  financially  sound and
reputable insurers,  insurance with respect to its properties and business,  and
the properties and business of its  Subsidiaries,  against loss or damage of the
kinds customarily  insured against by reputable companies in the same or similar
businesses,  such  insurance to be of such types and in such amounts,  including
such  self-insurance  and  deductible  provisions,  as  is  customary  for  such
companies  under similar  circumstances;  provided,  however,  that in any event
Borrower  shall use its best  efforts to  maintain,  or cause to be  maintained,
insurance in amounts and with  coverages not  materially  less  favorable to any
Consolidated  Company as in effect on the date of this  Agreement,  except where
the costs of maintaining  such insurance would, in the judgment of both Borrower
and the Administrative Agent, be excessive.

         (2) Cause, and cause each of the  Consolidated  Companies to cause, all
properties  used or useful in the conduct of its business to be  maintained  and
kept in good


                                      -45-

<PAGE>


condition,  repair and working order and supplied  with all necessary  equipment
and  will  cause  to be made  all  necessary  repairs,  renewals,  replacements,
settlements and improvements  thereof, all as in the judgment of Borrower may be
necessary  so that  the  business  carried  on in  connection  therewith  may be
properly and  advantageously  conducted at all times;  provided,  however,  that
nothing in this Section shall prevent Borrower from  discontinuing the operation
or maintenance of any such properties if such discontinuance is, in the judgment
of  Borrower,  desirable  in the conduct of its  business or the business of any
Consolidated Company.

         Section 6.7. Reporting Covenants. Furnish to each Lender:

         (1) Annual Financial Statements.  As soon as available and in any event
within 95 days after the end of each fiscal year of Borrower,  balance sheets of
the  Consolidated  Companies  as  at  the  end  of  such  year,  presented  on a
consolidated basis, and the related statements of income,  shareholders' equity,
and cash flows of the Consolidated  Companies for such fiscal year, presented on
a consolidated basis, setting forth in each case in comparative form the figures
for the previous  fiscal year,  all in reasonable  detail and  accompanied  by a
report thereon of independent public accountants of recognized national standing
reasonably  acceptable to the  Administrative  Agent, which such report shall be
unqualified  as to going  concern  and scope of audit and shall  state that such
financial  statements  present  fairly in all material  respects  the  financial
condition  as at the end of such fiscal year on a  consolidated  basis,  and the
results of operations and statements of cash flows of the Consolidated Companies
for such fiscal year in accordance  with GAAP and that the  examination  by such
accountants in connection with such consolidated  financial  statements has been
made in accordance with generally accepted auditing standards;

         (2)  Quarterly  Financial  Statements.  As soon as available and in any
event  within 60 days after the end of each fiscal  quarter of  Borrower  (other
than the fourth fiscal quarter), balance sheets of the Consolidated Companies as
at the end of such  quarter  presented on a  consolidated  basis and the related
statements of income,  shareholders'  equity, and cash flows of the Consolidated
Companies for such fiscal quarter and for the portion of Borrower's  fiscal year
ended at the end of such  quarter,  presented on a  consolidated  basis  setting
forth in each case in comparative form the figures for the corresponding quarter
and the  corresponding  portion  of  Borrower's  previous  fiscal  year,  all in
reasonable  detail and  certified  by the chief  financial  officer or principal
accounting officer of Borrower that such financial  statements fairly present in
all material respects the financial  condition of the Consolidated  Companies as
at the end of such fiscal  quarter on a consolidated  basis,  and the results of
operations and statements of cash flows of the  Consolidated  Companies for such
fiscal  quarter and such portion of Borrower's  fiscal year, in accordance  with
GAAP consistently  applied (subject to normal year-end audit adjustments and the
absence of certain footnotes);

         (3) No  Default/Compliance  Certificate.  Together  with the  financial
statements  required pursuant to subsections (a) and (b) above, a certificate of
the  president,  chief  financial  officer or  principal  accounting  officer of
Borrower (the  "Compliance  Certificate")  (i) to the effect that,  based upon a
review  of the  activities  of the  Consolidated  Companies  and such


                                      -46-

<PAGE>


financial statements during the period covered thereby, there exists no Event of
Default  and no Default  under this  Agreement,  or if there  exists an Event of
Default or a Default  hereunder,  specifying the nature thereof and the proposed
response thereto,  and (ii)  demonstrating in reasonable detail compliance as at
the end of such  fiscal  year or such  fiscal  quarter  with  Section  6.08  and
Sections 7.01 through 7.04;

         (4) Notice of Default. Promptly after any Executive Officer of Borrower
has notice or knowledge of the occurrence of an Event of Default or a Default, a
certificate of the chief financial  officer or principal  accounting  officer of
Borrower specifying the nature thereof and the proposed response thereto;

         (5) Litigation.  Promptly after (i) the occurrence  thereof,  notice of
the institution of or any adverse  development in any action, suit or proceeding
or any  governmental  investigation  or any  arbitration,  before  any  court or
arbitrator  or any  governmental  or  administrative  body,  agency or official,
against any Consolidated  Company,  or any material property thereof which might
have a Materially  Adverse Effect, or (ii) actual knowledge  thereof,  notice of
the threat of any such action, suit, proceeding, investigation or arbitration;

         (6) Environmental  Notices.  Promptly after receipt thereof,  notice of
any actual or alleged violation,  or notice of any action,  claim or request for
information, either judicial or administrative,  from any governmental authority
relating  to any actual or alleged  claim,  notice of  potential  responsibility
under or violation  of any  Environmental  Law, or any actual or alleged  spill,
leak,  disposal or other release of any waste,  petroleum product,  or hazardous
waste or Hazardous  Substance by any Consolidated  Company which could result in
penalties,  fines,  claims or other  liabilities to any Consolidated  Company in
amounts in excess of $5,000,000 individually or in the aggregate;

         (7) ERISA.

               (i)  Promptly  after the  occurrence  thereof with respect to any
          Plan of any Consolidated  Company or any ERISA Affiliate  thereof,  or
          any trust established  thereunder,  notice of (x) a "reportable event"
          described  in Section  4043 of ERISA and the  regulations  issued from
          time to time thereunder  (other than a "reportable  event" not subject
          to  the   provisions   for  30-day  notice  to  the  PBGC  under  such
          regulations),   or  (y)  any  other  event  which  could  subject  any
          Consolidated Company to any tax, penalty or liability under Title I or
          Title IV of ERISA or Chapter 43 of the Tax Code, or any tax or penalty
          resulting  from a loss of deduction  under Sections 162, 404 or 419 of
          the Tax Code, where any such taxes, penalties or liabilities exceed or
          could exceed $1,000,000 in the aggregate;

               (ii) Promptly  after such notice must be provided to the PBGC, or
          to a Plan  participant,  beneficiary or alternative  payee, any notice
          required under Section 101(d),  302(f)(4),  303, 307, 4041(b)(1)(A) or
          4041(c)(1)(A)  of ERISA or under


                                      -47-

<PAGE>


          Section  401(a)(29) or 412 of the Tax Code with respect to any Plan of
          any Consolidated Company or any ERISA Affiliate thereof;

               (iii)  Promptly  after  receipt,   any  notice  received  by  any
          Consolidated  Company or any ERISA  Affiliate  thereof  concerning the
          intent of the PBGC or any other governmental  authority to terminate a
          Plan of such Company or ERISA  Affiliate  thereof  which is subject to
          Title IV of ERISA,  to impose any  liability  on such Company or ERISA
          Affiliate under Title IV of ERISA or Chapter 43 of the Tax Code;

               (iv) Upon the request of the Administrative  Agent, promptly upon
          the filing thereof with the Internal  Revenue  Service  ("IRS") or the
          Department of Labor ("DOL"),  a copy of IRS Form 5500 or annual report
          for each Plan of any Consolidated  Company or ERISA Affiliate  thereof
          which is subject to Title IV of ERISA;

               (v) Upon the request of the  Administrative  Agent,  (A) true and
          complete copies of any and all documents,  government  reports and IRS
          determination  or  opinion  letters  or  rulings  for any  Plan of any
          Consolidated  Company from the IRS, PBGC or DOL, (B) any reports filed
          with the IRS,  PBGC or DOL with respect to a Plan of the  Consolidated
          Companies or any ERISA Affiliate  thereof,  or (C) a current statement
          of   withdrawal   liability  for  each   Multiemployer   Plan  of  any
          Consolidated Company or any ERISA Affiliate thereof;

         (8)  Liens.  Promptly  upon any  Consolidated  Company  becoming  aware
thereof,  notice of the filing of any federal statutory Lien, tax or other state
or  local   government  Lien  or  any  other  Lien  affecting  their  respective
properties, other than those Liens expressly permitted by Section 7.02;

         (9) Public Filings,  Etc. Promptly upon the filing thereof or otherwise
becoming available,  copies of all financial statements,  annual,  quarterly and
special reports,  proxy statements and notices sent or made available  generally
by Borrower to its public security holders,  of all regular and periodic reports
and all  registration  statements  and  prospectuses  (other  than  registration
statements filed on Form S-3 of the Securities and Exchange Commission regarding
the issuance of restricted stock in acquisitions),  if any, filed by any of them
with any securities  exchange,  and of all press  releases and other  statements
made available generally to the public containing  material  developments in the
business  or  financial   condition  of  Borrower  and  the  other  Consolidated
Companies;

         (10) Accountants' Reports. Promptly upon receipt thereof, copies of all
financial  statements  of, and all  reports  submitted  by,  independent  public
accountants  to Borrower in  connection  with each annual,  interim,  or special
audit of Borrower's consolidated financial statements;

         (11)  Burdensome  Restrictions,  Etc.  Promptly  upon the  existence or
occurrence thereof, notice of the existence or occurrence of (i) any Contractual
Obligation or Requirement

                                      -48-

<PAGE>


of Law described in Section 5.23,  (ii) failure of any
Consolidated Company to hold in full force and effect those material trademarks,
service marks,  patents,  trade names,  copyrights,  licenses and similar rights
necessary in the normal  conduct of its  business,  and (iii) any strike,  labor
dispute, slow down or work stoppage as described in Section 5.21;

         (12) New  Material  Subsidiaries.  Simultaneously  with the delivery of
each Compliance Certificate, a written list of all Material Subsidiaries formed,
acquired,  or created  from a transfer  of assets or  through  any other  event,
during the period commencing on the Closing Date and ending on the date on which
the first Compliance Certificate is delivered,  and thereafter since the date of
the most  recently  delivered  Compliance  Certificate;  such written list shall
include the name of each new Material  Subsidiary,  its state of  incorporation,
list of its officers and any other  information  that the  Administrative  Agent
shall reasonably request.

         (13)  Intercompany  Asset  Transfers.   Promptly  upon  the  occurrence
thereof,  notice of the transfer of any assets from Borrower or any Guarantor to
any other  Consolidated  Company  that is not  Borrower or a  Guarantor  (in any
transaction  or  series  of  related  transactions),  excluding  sales  or other
transfers of assets in the ordinary course of business, where the Asset Value of
such assets is greater than $5,000,000 per transfer;

         (14) Year 2000 Issues.  Promptly upon any Executive Officer of Borrower
has notice or knowledge  thereof,  notice that any computer programs and systems
of the  Consolidated  Companies  are  subject to any Year 2000 Issues that could
reasonable be expected to have a Materially Adverse Effect; and

         (15)  Other  Information.   With  reasonable  promptness,   such  other
information about the Consolidated  Companies as the Administrative Agent or any
Lender may reasonably request from time to time.

Section 6.8.       Financial Covenants.

         (1) Fixed Charge  Coverage  Ratio.  Maintain as of the last day of each
fiscal quarter, a Fixed Charge Coverage Ratio of greater than 1.50:1.0.

         (2) Leverage Ratio. Maintain as of the last day of each fiscal quarter,
a Leverage Ratio of less than or equal to 0.60:1.0.

         (3) Minimum Net Worth.  Maintain a  Consolidated  Net Worth of not less
than (i)  $425,000,000  plus (ii) 50% of Consolidated  Net Income (but not Loss)
for each fiscal quarter ended after January 30, 1998 and on or prior to the date
of determination.

         (4) Dividends. Not declare or pay any dividend on its capital stock, or
make any payment to purchase,  redeem, retire or acquire any of its Subordinated
Debt or capital  stock or any option,  warrant,  or other right to acquire  such
Subordinated Debt or capital stock, other than:


                                      -49-

<PAGE>


                    (i) dividends payable solely in shares of capital stock; and

                    (ii) cash  dividends  declared and paid,  and all other such
               payments made,  after January 29, 1993, in an aggregate amount at
               any  time  not  to  exceed  (x)  $1,000,000,   plus  (y)  50%  of
               Consolidated  Net Income (or minus 100% of Consolidated Net Loss)
               earned during  Borrower's fiscal year ended January 29, 1993, and
               thereafter (such period to be treated as one accounting period);

provided, further, however, no such dividend or other payment may be declared or
paid pursuant to clause (ii) above unless no Default or Event of Default  exists
at the time of such  declaration or payment,  or would exist as a result of such
declaration or payment.

         Section 6.9. Notices Under Certain Other Indebtedness. Immediately upon
its receipt thereof,  Borrower shall furnish the Administrative  Agent a copy of
any notice received by it or any other  Consolidated  Company from the holder(s)
of  Indebtedness  referred  to in  Section  7.01 (or from  any  trustee,  agent,
attorney, or other party acting on behalf of such holder(s)) in an amount which,
in the aggregate, exceeds $5,000,000, where such notice states or claims (i) the
existence or  occurrence of any default or event of default with respect to such
Indebtedness  under  the  terms  of any  indenture,  loan or  credit  agreement,
debenture, note, or other document evidencing or governing such Indebtedness, or
(ii) the  existence or occurrence  of any event or condition  which  requires or
permits  holder(s) of any  Indebtedness  to exercise  rights under any Change in
Control  Provision.  Borrower agrees to take such actions as may be necessary to
require the  holder(s)  of any  Indebtedness  (or any trustee or agent acting on
their behalf)  incurred  pursuant to documents  executed or amended and restated
after the Closing  Date, to furnish  copies of all such notices  directly to the
Administrative Agent simultaneously with the furnishing thereof to Borrower, and
that such requirement may not be altered or rescinded  without the prior written
consent  of the  Administrative  Agent.

         Section  6.10.  Additional  Guarantors.  Borrower  shall cause each new
Material  Subsidiary  reported  to the  Administrative  Agent  and  the  Lenders
pursuant to Section  6.07(l) above to execute and deliver to the  Administrative
Agent, simultaneously with the report given pursuant to Section 6.07(l) above, a
supplement to the Guaranty  Agreement,  together  with related  documents of the
kind  described  in Section  4.01,  as  appropriate,  all in form and  substance
satisfactory to the Administrative Agent and the Required Lenders.

         Section 6.11. Financial Statements; Fiscal Year. Borrower shall make no
change in the dates of the fiscal year now employed for accounting and reporting
purposes  without  the prior  written  consent of the  Required  Lenders,  which
consent shall not be unreasonably withheld.

         Section 6.12.  Ownership of  Guarantors.  Borrower  shall  maintain its
percentage of ownership  existing as of the date hereof of all  Guarantors,  and
shall not  decrease its  ownership  percentage  in each Person  which  becomes a
Guarantor  after  the date  hereof,  as such  ownership  exists at the time such
Person becomes a Guarantor.


                                      -50-

<PAGE>


                                   ARTICLE 7

                               NEGATIVE COVENANTS

         So long as any Line of Credit Commitment remains in effect hereunder or
any Line of Credit  Note shall  remain  unpaid,  Borrower  will not and will not
permit any Subsidiary to:

         Section 7.1. Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, other than:

         (1)   Indebtedness   under  this  Agreement  or  the  Revolving  Credit
Agreement;

         (2) Indebtedness outstanding on the date hereof or pursuant to lines of
credit  in  effect  on the  date  hereof  and  described  on  Schedule  7.01(b);

         (3)  purchase  money  Indebtedness  to  the  extent  secured  by a Lien
permitted by Section 7.02(b) provided such purchase money  Indebtedness does not
exceed $20,000,000;

         (4) unsecured current  liabilities (other than liabilities for borrowed
money  or  liabilities   evidenced  by  promissory   notes,   bonds  or  similar
instruments) incurred in the ordinary course of business and either (i) not more
than 30 days past due,  or (ii)  being  disputed  in good  faith by  appropriate
proceedings with reserves for such disputed  liability  maintained in conformity
with GAAP;

         (5) any  Intercompany  Loans;  provided,  however,  that the  aggregate
principal  amount of all Intercompany  Loans made to any Consolidated  Companies
that  are not  Guarantors  shall  not  exceed  $5,000,000  in the  any one  time
outstanding unless otherwise agreed in writing by the  Administrative  Agent and
the Required Lenders;

         (6) other  Subordinated  Debt in form and  substance  acceptable to the
Administrative  Agent and the Required  Lenders,  and evidenced by their written
consent thereto; and

         (7)  other  Indebtedness  not to  exceed  $75,000,000  at any one  time
outstanding.

         Section 7.2. Liens.  Create,  incur, assume or suffer to exist any Lien
on  any  of  its  property  now  owned  or  hereafter  acquired  to  secure  any
Indebtedness other than:

         (1) Liens existing on the date hereof disclosed on Schedule 7.02;

         (2) any Lien on any property securing  Indebtedness incurred or assumed
for the purpose of  financing  all or any part of the  acquisition  cost of such
property and any refinancing thereof, provided that such Lien does not extend to
any other property,  and provided


                                      -51-

<PAGE>


further that the aggregate principal amount of Indebtedness  secured by all such
Liens at any time does not exceed $20,000,000;

         (3) Liens for taxes not yet due,  and Liens for taxes or Liens  imposed
by ERISA which are being contested in good faith by appropriate  proceedings and
with respect to which adequate reserves are being maintained;

         (4) Statutory  Liens of landlords and Liens of carriers,  warehousemen,
mechanics,  materialmen  and other Liens  imposed by law created in the ordinary
course of business for amounts not yet due or which are being  contested in good
faith by appropriate proceedings and with respect to which adequate reserves are
being maintained;

         (5) Liens 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,  surety and  appeal  bonds,  bids,  leases,  government  contracts,
performance and return-of-money  bonds and other similar obligations  (exclusive
of obligations for the payment of borrowed money); and

         (6) Liens (other than those  permitted by paragraphs (a) through (e) of
this Section  7.02)  encumbering  assets  having an Asset Value not greater than
$20,000,000 in the aggregate at any one time.

         Section 7.3.  Mergers,  Acquisitions,  Sales, Etc. Merge or consolidate
with any other  Person,  other than  Borrower  or another  Subsidiary,  or sell,
lease, or otherwise dispose of its accounts, property or other assets (including
capital stock of Subsidiaries),  or purchase,  lease or otherwise acquire all or
any substantial  portion of the property or assets (including  capital stock) of
any Person;  provided,  however, that the foregoing  restrictions on asset sales
shall not be  applicable  to (i) sales of equipment or other  personal  property
being  replaced by other  equipment or other  personal  property  purchased as a
capital  expenditure  item,  (ii) sales of  accounts  receivable  pursuant  to a
securitization program,  provided further that any program costs incurred by the
Borrower in pursuing  such a program  shall be  considered  interest  under this
Credit Agreement,  (iii) other asset sales (including the stock of Subsidiaries)
where, on the date of execution of a binding  obligation to make such asset sale
(provided  that if the asset  sale is not  consummated  within six (6) months of
such execution,  then on the date of consummation of such asset sale rather than
on the date of execution of such binding  obligation),  the Asset Value of asset
sales occurring  after the Closing Date,  taking into account the Asset Value of
the  proposed  asset  sale,  would not exceed ten  percent  (10%) of  Borrower's
Consolidated  Net Worth,  since the Closing Date, and (iv) sales of inventory in
the  ordinary  course  of  business;   provided,  further,  that  the  foregoing
restrictions  on  mergers  shall not apply to  mergers  involving  Borrower  and
another entity, provided Borrower is the surviving entity, and mergers between a
Subsidiary of Borrower and Borrower or between Subsidiaries of Borrower provided
that,  in  either  case,  upon  consummation  of such  mergers,  Borrower  is in
compliance  with  the  other  provisions  hereof;  provided,  further,  that the
foregoing  restrictions on asset purchases shall not apply to asset purchases by
Borrower to the extent that (i) after giving effect to such purchases,  Borrower
is in

                                      -52-

<PAGE>


compliance  with  Section  7.04 hereof and (ii) the Board of  Directors or other
governing  body of such  Person  whose  assets or stock is being  purchased  has
approved the terms of such acquisition;  provided,  however, that no transaction
pursuant to clauses  (i),  (ii) or (iii) or the second or third  provisos  above
shall be  permitted if any Default or Event of Default  otherwise  exists at the
time  of  such  transaction  or  would  otherwise  exist  as a  result  of  such
transaction.

         Section  7.4.  Investments,  Loans,  Etc.  Make,  permit  or  hold  any
Investments in any Person, or otherwise acquire or hold any Subsidiaries,  other
than:

         (1)  Investments  in  Subsidiaries   that  are  Guarantors  under  this
Agreement,  whether  such  Subsidiaries  are  Guarantors  on the Closing Date or
become  Guarantors  in  accordance  with  Section  6.10 after the Closing  Date;
provided,  however, nothing in this Section 7.04 shall be deemed to authorize an
investment  pursuant  to  this  subsection  (a)  in  any  entity  that  is not a
Subsidiary and a Guarantor prior to such investment;

         (2) Investments in Subsidiaries, other than those Subsidiaries that are
or become  Guarantors  under this Agreement,  or persons that thereafter  become
Subsidiaries,  in an aggregate amount not to exceed $25,000,000 unless otherwise
consented to in writing by the Required Lenders;

         (3)  Investments  in other  Persons  that are not,  and do not  become,
Subsidiaries in an aggregate amount not to exceed  $25,000,000  unless otherwise
consented to in writing by the Required Lenders;

         (4) direct  obligations  of the United  States of America or any agency
thereof, or obligations guaranteed by the United States of America or any agency
thereof,  in each case  supported  by the full  faith and  credit of the  United
States  of  America  and  maturing  within  one year  from the date of  creation
thereof;

         (5) commercial paper maturing within one year from the date of creation
thereof  rated in the highest  grade by a nationally  recognized  credit  rating
agency;

         (6) time  deposits  maturing  within one year from the date of creation
thereof with,  including  certificates  of deposit  issued by any Lender and any
office  located  in the United  States of  America of any bank or trust  company
which is organized  under the laws of the United  States of America or any state
thereof  and has  total  assets  aggregating  at least  $500,000,000,  including
without limitation,  any such deposits in Eurodollars issued by a foreign branch
of any such bank or trust company;

         (7) Investments made by Plans; and

         (8) permitted  Intercompany Loans on terms and conditions acceptable to
the Administrative Agent.


                                      -53-

<PAGE>


         Section  7.5.  Sale and  Leaseback  Transactions.  Sell or transfer any
property,  real or  personal,  whether  now  owned or  hereafter  acquired,  and
thereafter rent or lease such property or other property which any  Consolidated
Company  intends to use for  substantially  the same  purpose or purposes as the
property  being sold or  transferred,  except to the extent  that the  aggregate
value of all such  property  sold and leased back does not exceed  $5,000,000 at
any one time.

         Section 7.6. Transactions with Affiliates.

         (1)  Enter  into  any  material   transaction   or  series  of  related
transactions  which in the  aggregate  would be material,  whether or not in the
ordinary course of business, with any Affiliate of any Consolidated Company (but
excluding any Affiliate  which is also a  Consolidated  Company),  other than on
terms and conditions  substantially as favorable to such Consolidated Company as
would be  obtained  by such  Consolidated  Company  at the time in a  comparable
arm's-length transaction with a Person other than an Affiliate.

         (2)  Convey  or  transfer  to any  other  Person  (including  any other
Consolidated  Company) any real  property,  buildings,  or fixtures  used in the
manufacturing or production operations of any Consolidated Company, or convey or
transfer  to  any  other  Consolidated   Company  any  other  assets  (excluding
conveyances  or transfers in the ordinary  course of business) if at the time of
such  conveyance  or transfer  any  Default or Event of Default  exists or would
exist as a result of such conveyance or transfer.

         Section 7.7.  Optional  Prepayments.  Directly or  indirectly,  prepay,
purchase,  redeem,  retire,  defease or otherwise acquire,  or make any optional
payment on account  of any  principal  of,  interest  on, or premium  payable in
connection with the optional prepayment, redemption or retirement of, any of its
Indebtedness,  or  give  a  notice  of  redemption  with  respect  to  any  such
Indebtedness,  or make any payment in violation of the subordination  provisions
of any Subordinated  Debt, except with respect to (i) the Obligations under this
Agreement  and the  Line of  Credit  Notes,  (ii)  prepayments  of  Indebtedness
outstanding  pursuant  to  revolving  credit,   overdraft  and  line  of  credit
facilities  permitted pursuant to Section 7.01, (iii) Intercompany Loans made or
outstanding  pursuant to Section 7.01, and (iv)  Subordinated  Debt, in form and
substance  acceptable to the Administrative  Agent and the Required Lenders,  as
evidenced by their written consent,  issued to refinance  existing  Subordinated
Debt.

         Section  7.8.  Changes in Business.  Enter into any  business  which is
substantially  different  from  that  presently  conducted  by the  Consolidated
Companies  taken as a whole except where the  Investment  made,  and other funds
expended or committed with respect to such business, do not exceed $5,000,000 in
each new business.

         Section 7.9. ERISA. Take or fail to take any action with respect to any
Plan of any Consolidated  Company or, with respect to its ERISA Affiliates,  any
Plans  which are  subject to Title IV of ERISA or to  continuation  health  care
requirements  for group  health  plans  under the Tax  Code,  including  without
limitation (i)  establishing  any such Plan, (ii) amending any such Plan (except


                                      -54-

<PAGE>


where required to comply with applicable law), (iii)  terminating or withdrawing
from any such Plan, or (iv) incurring an amount of unfunded benefit liabilities,
as defined in Section  4001(a)(18) of ERISA,  or any withdrawal  liability under
Title IV of ERISA with respect to any such Plan,  without  first  obtaining  the
written approval of the  Administrative  Agent and the Required  Lenders,  where
such actions or failures could result in a Materially Adverse Effect.

         Section 7.10. Additional Negative Pledges. Create or otherwise cause or
suffer to exist or become effective,  directly or indirectly, any prohibition or
restriction  on the  creation  or  existence  of any Lien  upon any asset of any
Consolidated  Company,  other than  pursuant to (i) the terms of any  agreement,
instrument or other  document  pursuant to which any  Indebtedness  permitted by
Section 7.01(a) or (b) is incurred by any Consolidated  Company, so long as such
prohibition or restriction  applies only to the property or asset being financed
by  such  Indebtedness,  and  (ii)  any  requirement  of  applicable  law or any
regulatory authority having jurisdiction over any of the Consolidated Companies.

         Section 7.11. Limitation on Payment Restrictions Affecting Consolidated
Companies. Create or otherwise cause or suffer to exist or become effective, any
consensual encumbrance or restriction on the ability of any Consolidated Company
to (i) pay  dividends  or make  any  other  distributions  on such  Consolidated
Company's  stock,  or (ii) pay any  indebtedness  owed to  Borrower or any other
Consolidated  Company,  or (iii)  transfer  any of its  property  or  assets  to
Borrower or any other Consolidated Company, except any consensual encumbrance or
restriction  existing under the Credit  Documents or under the Revolving  Credit
Agreement and related documents.

         Section  7.12.  Actions  Under  Certain  Documents.  Without  the prior
written  consent  of  the  Administrative  Agent  (which  consent  shall  not be
unreasonably  withheld),  modify,  amend,  cancel or rescind any  agreements  or
documents  evidencing or governing  Subordinated Debt or the senior Indebtedness
permitted  pursuant to Section 7.01 hereof,  or make demand of payment or accept
payment on any Intercompany Loans permitted by Section 7.01, except that current
interest  accrued  thereon  as of the date of this  Agreement  and all  interest
subsequently accruing thereon (whether or not paid currently) may be paid unless
a Default or Event of Default has occurred and is continuing.


                                   ARTICLE 8

                                EVENTS OF DEFAULT

         Upon the occurrence and during the  continuance of any of the following
specified events (each an "Event of Default"):

         Section 8.1.  Payments.  Borrower  shall fail to make promptly when due
(including,  without limitation,  by mandatory prepayment) any principal payment
with respect to


                                      -55-

<PAGE>


the Line of  Credit  Loans,  or  Borrower  shall  fail to make  within  five (5)
Business  Days after the due date thereof any payment of interest,  fee or other
amount payable hereunder;

         Section 8.2.  Covenants Without Notice.  Borrower shall fail to observe
or perform any covenant or agreement contained in Sections 6.07, 6.08, 6.11, and
Article VII;

         Section 8.3. Other Covenants. Borrower shall fail to observe or perform
any covenant or agreement contained in this Agreement, other than those referred
to in Sections 8.01 and 8.02,  and, if capable of being  remedied,  such failure
shall  remain  unremedied  for 30  days  after  the  earlier  of (i)  Borrower's
obtaining  knowledge  thereof,  or (ii) written  notice  thereof shall have been
given to Borrower by the Administrative Agent or any Lender;

         Section 8.4.  Representations.  Any  representation or warranty made or
deemed  to be  made by  Borrower  or any  other  Credit  Party  or by any of its
officers  under this  Agreement  or any other  Credit  Document  (including  the
Schedules attached  thereto),  or any certificate or other document submitted to
the Administrative Agent or the Lenders by any such Person pursuant to the terms
of this  Agreement  or any other  Credit  Document,  shall be  incorrect  in any
material respect when made or deemed to be made or submitted;

         Section  8.5.  Non-Payments  of Other  Indebtedness.  Any  Consolidated
Company  shall  fail  to  make  when  due  (whether  at  stated   maturity,   by
acceleration,  on demand or otherwise, and after giving effect to any applicable
grace period) any payment of principal of or interest on any Indebtedness (other
than the Obligations)  exceeding $5,000,000 in the aggregate including,  without
limitation, indebtedness outstanding under the Revolving Credit Agreement;

         Section 8.6. Defaults Under Other Agreements.  Any Consolidated Company
shall  fail to  observe  or  perform  within  any  applicable  grace  period any
covenants or agreements  contained in any agreements or instruments  relating to
any of its Indebtedness exceeding $5,000,000 in the aggregate including, without
limitation,  indebtedness  outstanding under the Revolving Credit Agreement,  or
any other event  shall occur if the effect of such  failure or other event is to
accelerate,  or to permit the holder of such Indebtedness or any other Person to
accelerate, the maturity of such Indebtedness; or any such Indebtedness shall be
required to be prepaid (other than by a regularly scheduled required prepayment)
in whole or in part prior to its stated maturity;

         Section 8.7.  Bankruptcy.  Borrower or any other  Consolidated  Company
shall commence a voluntary case  concerning  itself under the Bankruptcy Code or
an involuntary case for bankruptcy is commenced against any Consolidated Company
and the petition is not controverted  within 10 days, or is not dismissed within
60 days,  after  commencement  of the case;  or a  custodian  (as defined in the
Bankruptcy  Code) is appointed  for, or takes charge of, all or any  substantial
part of the property of any Consolidated  Company;  or any Consolidated  Company
commences  proceedings  of its own  bankruptcy  or to be granted a suspension of
payments  or  any  other  proceeding  under  any  reorganization,   arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or
similar law of any jurisdiction, whether


                                      -56-

<PAGE>


now or hereafter  in effect,  relating to any  Consolidated  Company or there is
commenced  against any  Consolidated  Company any such proceeding  which remains
undismissed for a period of 60 days; or any Consolidated  Company is adjudicated
insolvent or bankrupt;  or any order of relief or other order approving any such
case  or  proceeding  is  entered;  or  any  Consolidated  Company  suffers  any
appointment of any custodian or the like for it or any  substantial  part of its
property to continue  undischarged  or unstayed for a period of 60 days;  or any
Consolidated Company makes a general assignment for the benefit of creditors; or
any Consolidated  Company shall fail to pay, or shall state that it is unable to
pay, or shall be unable to pay,  its debts  generally as they become due; or any
Consolidated  Company  shall  call a  meeting  of its  creditors  with a view to
arranging a composition or adjustment of its debts; or any Consolidated  Company
shall by any act or failure to act  indicate  its  consent  to,  approval  of or
acquiescence  in any of the foregoing;  or any corporate  action is taken by any
Consolidated Company for the purpose of effecting any of the foregoing;

         Section 8.8. ERISA. A Plan of a Consolidated  Company or a Plan subject
to Title IV of ERISA of any of its ERISA Affiliates:

          (i)  shall fail to be funded in  accordance  with the minimum  funding
               standard  required  by  applicable  law,  the terms of such Plan,
               Section  412 of the Tax Code or Section 302 of ERISA for any plan
               year or a waiver  of such  standard  is sought  or  granted  with
               respect to such Plan under applicable law, the terms of such Plan
               or Section 412 of the Tax Code or Section 303 of ERISA; or

          (ii) is being,  or has been,  terminated or the subject of termination
               proceedings under applicable law or the terms of such Plan; or

          (iii)shall require a  Consolidated  Company to provide  security under
               applicable law, the terms of such Plan, Section 401 or 412 of the
               Tax Code or Section 306 or 307 of ERISA; or

          (iv) results in a liability to a Consolidated Company under applicable
               law, the terms of such Plan, or Title IV of ERISA;

and there shall result from any such failure, waiver, termination or other event
a liability to the PBGC or a Plan that would have a Materially Adverse Effect;

         Section  8.9.  Money  Judgment.  A judgment or order for the payment of
money in excess of $5,000,000 or otherwise  having a Materially  Adverse  Effect
shall be rendered  against Borrower or any other  Consolidated  Company and such
judgment or order shall continue  unsatisfied  (in the case of a money judgment)
and in  effect  for a period  of 30 days  during  which  execution  shall not be
effectively  stayed or deferred  (whether by action of a court,  by agreement or
otherwise);


                                      -57-

<PAGE>


         Section  8.10.  Ownership of Credit  Parties and Pledged  Entities.  If
Borrower  shall at any time fail to own and control the required  percentage  of
the voting  stock of any  Guarantor,  either  directly or  indirectly  through a
wholly-owned Subsidiary of Borrower;

         Section  8.11.  Change in  Control of  Borrower.  (a) Any  "person"  or
"group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act),
other than the Hughes Family shall become the "beneficial  owner(s)" (as defined
in said Rule 13d-3) of more than twenty-five  percent (25%) of the shares of the
outstanding  common stock of Borrower entitled to vote for members of Borrower's
board of  directors,  or (b) any event or condition  shall occur or exist which,
pursuant  to the terms of any change in control  provision,  requires or permits
the holder(s) of Indebtedness of any  Consolidated  Company to require that such
Indebtedness be redeemed, repurchased,  defeased, prepaid or repaid, in whole or
in part, or the maturity of such Indebtedness to be accelerated in any respect;

         Section 8.12.  Default Under Other Credit Documents.  There shall exist
or occur any "Event of Default" as provided  under the terms of any other Credit
Document,  or any Credit  Document  ceases to be in full force and effect or the
validity or enforceability thereof is disaffirmed by or on behalf of Borrower or
any other Credit Party, or at any time it is or becomes unlawful for Borrower or
any other  Credit  Party to perform  or comply  with its  obligations  under any
Credit Document,  or the obligations of Borrower or any other Credit Party under
any Credit Document are not or cease to be legal,  valid and binding on Borrower
or any such Credit Party;

         Section 8.13.  Attachments.  An  attachment or similar  action shall be
made on or taken against any of the assets of any  Consolidated  Company with an
Asset Value exceeding  $5,000,000 in aggregate and is not removed,  suspended or
enjoined  within 60 days of the same being made or any  suspension or injunction
being lifted;

then, and in any such event,  and at any time thereafter if any Event of Default
shall then be continuing,  the Administrative Agent may, and upon the written or
telex request of the Required  Lenders,  shall,  by written  notice to Borrower,
take any or all of the following actions, without prejudice to the rights of the
Administrative  Agent,  any Lender or the  holder of any Line of Credit  Note to
enforce its claims against  Borrower or any other Credit Party:  (i) declare all
Line of Credit Commitments terminated,  whereupon the Line of Credit Commitments
of each Lender shall terminate  immediately and Fees shall forthwith  become due
and payable without any other notice of any kind; and (ii) declare the principal
of and  any  accrued  interest  on the  Line of  Credit  Loans,  and  all  other
Obligations owing hereunder,  to be, whereupon the same shall become,  forthwith
due and payable  without  presentment,  demand,  protest or other  notice of any
kind, all of which are hereby waived by Borrower; provided, that, if an Event of
Default specified in Section 8.07 shall occur, the result which would occur upon
the giving of written notice by the Administrative Agent to any Credit Party, as
specified in clauses (i) and (ii) above, shall occur  automatically  without the
giving of any such notice.


                                      -58-

<PAGE>


                                   ARTICLE 9

                                   THE AGENTS

         Section 9.1.  Appointment of  Administrative  Agent. Each Lender hereby
designates  SunTrust  Bank,  Central  Florida,   National   Association  as  the
"Administrative  Agent" to administer all matters  concerning the Line of Credit
Loans and to act as herein specified. Each Lender hereby irrevocably authorizes,
and each holder of any Line of Credit Note by the acceptance of a Line of Credit
Note shall be deemed irrevocably to authorize,  the Administrative Agent to take
such actions on its behalf under the  provisions  of this  Agreement,  the other
Credit Documents, and all other instruments and agreements referred to herein or
therein,  and to exercise  such powers and to perform such duties  hereunder and
thereunder as are  specifically  delegated to or required of the  Administrative
Agent by the terms  hereof and thereof and such other  powers as are  reasonably
incidental  thereto.  The  Administrative  Agent may  perform  any of its duties
hereunder by or through its agents or employees.  The provisions of this Section
9.01 are solely for the benefit of the  Administrative  Agent,  and Borrower and
the  other  Consolidated  Companies  shall not have any  rights  as third  party
beneficiaries of any of the provisions  hereof.  In performing its functions and
duties under this Agreement,  the Administrative Agent shall act solely as agent
of the Lenders  and does not assume and shall not be deemed to have  assumed any
obligations  towards or relationship of agency or trust with or for the Borrower
and the other Consolidated Companies.

         Section   9.2.   Nature  of  Duties  of   Administrative   Agent.   The
Administrative  Agent  shall  have no duties or  responsibilities  except  those
expressly set forth in this  Agreement and the other Credit  Documents.  Neither
the Administrative Agent nor any of its officers, directors, employees or agents
shall be liable for any action  taken or omitted by it as such  hereunder  or in
connection  herewith,  unless caused by its or their gross negligence or willful
misconduct.  The duties of the  Administrative  Agent shall be  ministerial  and
administrative in nature; the  Administrative  Agent shall not have by reason of
this Agreement a fiduciary relationship in respect of any Lender; and nothing in
this Agreement,  express or implied,  is intended to or shall be so construed as
to impose  upon the  Administrative  Agent any  obligations  in  respect of this
Agreement or the other Credit Documents except as expressly set forth herein.

         Section 9.3. Lack of Reliance on the Administrative Agent.

         (1) Independently and without reliance upon the  Administrative  Agent,
each Lender, to the extent it deems appropriate,  has made and shall continue to
make  (i) its own  independent  investigation  of the  financial  condition  and
affairs of the Credit Parties in connection with the taking or not taking of any
action   in   connection   herewith,   and  (ii)  its  own   appraisal   of  the
creditworthiness  of the Credit Parties,  and,  except as expressly  provided in
this Agreement,  the Administrative  Agent shall have no duty or responsibility,
either initially or on a continuing basis, to provide any Lender with any credit
or other  information with respect  thereto,  whether coming into its possession
before  the  making  of the  Line  of  Credit  Loans  or at any  time  or  times
thereafter.


                                      -59-

<PAGE>


         (2) The Administrative Agent shall not be responsible to any Lender for
any recitals, statements,  information,  representations or warranties herein or
in any document,  certificate or other writing delivered in connection  herewith
or for the  execution,  effectiveness,  genuineness,  validity,  enforceability,
collectibility,  priority or sufficiency of this  Agreement,  the Line of Credit
Notes, the Guaranty  Agreement,  or any other documents  contemplated  hereby or
thereby,  or the financial  condition of the Credit  Parties,  or be required to
make any inquiry  concerning  either the performance or observance of any of the
terms, provisions or conditions of this Agreement, the Line of Credit Notes, the
Guaranty  Agreement,  or the other documents  contemplated hereby or thereby, or
the  financial  condition of the Credit  Parties,  or the  existence or possible
existence of any Default or Event of Default;  provided,  however, to the extent
that the  Administrative  Agent has been  advised that a Lender has not received
any  information  formally  delivered to the  Administrative  Agent  pursuant to
Section 6.07,  the  Administrative  Agent shall deliver or cause to be delivered
such information to such Lender.

         Section  9.4.  Certain  Rights  of  the  Administrative  Agent.  If the
Administrative  Agent shall request  instructions from the Required Lenders with
respect to any action or actions  (including  the failure to act) in  connection
with this Agreement,  the Administrative Agent shall be entitled to refrain from
such act or taking  such act,  unless and until the  Administrative  Agent shall
have received  instructions  from the Required Lenders;  and the  Administrative
Agent  shall  not incur  liability  in any  Person  by reason of so  refraining.
Without  limiting  the  foregoing,  no  Lender  shall  have any  right of action
whatsoever  against the  Administrative  Agent as a result of the Administrative
Agent  acting  or  refraining  from  acting  hereunder  in  accordance  with the
instructions of the Required Lenders.

         Section 9.5. Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely,  and shall be fully  protected  in relying,  upon any
note, writing, resolution,  notice, statement,  certificate,  telex, teletype or
telecopier  message,   cable  gram,  radiogram,   order  or  other  documentary,
teletransmission  or telephone  message believed by it to be genuine and correct
and to have been signed,  sent or made by the proper Person.  The Administrative
Agent may consult with legal counsel  (including  counsel for any Credit Party),
independent public accountants and other experts selected by it and shall not be
liable  for any  action  taken or  omitted  to be  taken by it in good  faith in
accordance with the advice of such counsel, accountants or experts.

          Section 9.6.  Indemnification  of Administrative  Agent. To the extent
the  Administrative  Agent  is not  reimbursed  and  indemnified  by the  Credit
Parties,  each Lender will  reimburse and indemnify  the  Administrative  Agent,
ratably  according  to the  respective  amounts  of the  Line  of  Credit  Loans
outstanding  under all Facilities (or if no amounts are outstanding,  ratably in
accordance with the Total Commitments),  in either case, for and against any and
all liabilities,  obligations,  losses, damages, penalties,  actions, judgments,
suits,   costs,   expenses   (including   counsel  fees  and  disbursements)  or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or  asserted  against  the  Administrative  Agent in  performing  its  duties
hereunder,  in any way relating to or arising out of this Agreement or the other
Credit Documents;  provided that no Lender shall be liable to the Administrative
Agent for


                                      -60-

<PAGE>


any  portion  of such  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits, costs, expenses or disbursements resulting from the
Administrative Agent's gross negligence or willful misconduct.

         Section 9.7. The Administrative Agent in Its Individual Capacity.  With
respect to its obligation to lend under this Agreement, the Line of Credit Loans
made by it and the Line of Credit Notes issued to it, the  Administrative  Agent
shall have the same rights and powers hereunder as any other Lender or holder of
a Line of Credit Note and may exercise the same as though it were not performing
the  duties  specified  herein;  and the terms  "Lenders",  "Required  Lenders",
"holders  of Line of Credit  Notes",  or any  similar  terms  shall,  unless the
context clearly otherwise  indicates,  include the  Administrative  Agent in its
individual  capacity.  The  Administrative  Agent may accept deposits from, lend
money to, and generally engage in any kind of banking, trust, financial advisory
or other  business  with the  Consolidated  Companies  or any  affiliate  of the
Consolidated Companies as if it were not performing the duties specified herein,
and may accept fees and other consideration from the Consolidated  Companies for
services in  connection  with this  Agreement and  otherwise  without  having to
account for the same to the Lenders.

         Section 9.8. Holders of Line of Credit Notes. The Administrative  Agent
may deem and treat the payee of any Line of Credit Note as the owner thereof for
all  purposes  hereof  unless and until a written  notice of the  assignment  or
transfer  thereof  shall  have been  filed with the  Administrative  Agent.  Any
request,  authority  or consent of any Person  who,  at the time of making  such
request or giving such authority or consent, is the holder of any Line of Credit
Note shall be conclusive  and binding on any  subsequent  holder,  transferee or
assignee  of such  Line of Credit  Note or of any Line of  Credit  Note or Notes
issued in exchange therefor.

         Section 9.9. Successor Administrative Agent.

         (1) The  Administrative  Agent may resign at any time by giving written
notice  thereof to the Lenders and  Borrower and may be removed at any time with
or without cause by the Required Lenders; provided,  however, the Administrative
Agent may not resign or be removed  until a successor  Administrative  Agent has
been  appointed  and  shall  have  accepted  such  appointment.  Upon  any  such
resignation or removal,  the Required  Lenders shall have the right to appoint a
successor  Administrative Agent subject to Borrower's prior written approval, so
long as no Event of Default has occurred and is continuing,  which approval will
not be unreasonably  withheld.  If no successor  Administrative Agent shall have
been so  appointed  by the  Required  Lenders,  and  shall  have  accepted  such
appointment,  within 30 days after the retiring Administrative Agent's giving of
notice  of  resignation  or  the  Required  Lenders'  removal  of  the  retiring
Administrative  Agent, then the retiring  Administrative Agent may, on behalf of
the Lenders,  appoint a successor  Administrative  Agent  subject to  Borrower's
prior written  approval,  which shall be a bank which maintains an office in the
United States of America,  or a commercial  bank organized under the laws of the
United  States of America or any State  thereof,  or any Affiliate of such bank,
having a combined capital and surplus of at least  $100,000,000.  If


                                      -61-

<PAGE>


at any time  SunTrust  Bank,  Central  Florida is removed as a Lender,  SunTrust
Bank, Central Florida shall simultaneously resign as Administrative Agent.

         (2) Upon the acceptance of any appointment as the Administrative  Agent
hereunder by a successor  Administrative  Agent,  such successor  Administrative
Agent shall thereupon succeed to and become vested with all the rights,  powers,
privileges  and duties of the retiring  Administrative  Agent,  and the retiring
Administrative  Agent shall be discharged from its duties and obligations  under
this Agreement. After any retiring Administrative Agent's resignation or removal
hereunder as Administrative Agent, the provisions of this Article IX shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was
an Administrative Agent under this Agreement.

         Section 9.10.  Documentation  Agent. Each Lender designates First Union
National Bank as  Documentation  Agent and agrees that the  Documentation  Agent
shall have no duties or obligations hereunder.

         Section 9.11.  Syndication  Agent. Each Lender designates  NationsBank,
N.A. as Syndication  Agent and agrees that the  Syndication  Agent shall have no
duties or obligations hereunder.

         Section  9.12.  Co-Agent.   Each  Lender  designates  SouthTrust  Bank,
National  Association  as Co-Agent  and agrees that the  Co-Agent  shall have no
duties or obligations hereunder.


                                   ARTICLE 10

                                  MISCELLANEOUS

         Section 10.1. Notices.  All notices,  requests and other communications
to any party hereunder shall be in writing (including bank wire, telex, telecopy
or similar  teletransmission or writing) and shall be given to such party at its
address or applicable  teletransmission  number set forth on the signature pages
hereof,  or such other  address or  applicable  teletransmission  number as such
party may hereafter specify by notice to the Administrative  Agent and Borrower.
Each such notice, request or other communication shall be effective (i) if given
by telex,  when such telex is transmitted to the telex number  specified in this
Section and the  appropriate  answerback is received,  (ii) if given by mail, 72
hours  after such  communication  is  deposited  in the mails  with first  class
postage prepaid,  addressed as aforesaid,  (iii) if given by telecopy, when such
telecopy is transmitted to the telecopy number specified in this Section and the
appropriate  confirmation  is  received,  or (iv) if  given by any  other  means
(including,  without limitation,  by air courier), when delivered or received at
the  address   specified  in  this   Section;   provided  that  notices  to  the
Administrative Agent shall not be effective until received.


                                     -62-

<PAGE>


         Section 10.2. Amendments,  Etc. No amendment or waiver of any provision
of this Agreement or the other Credit Documents, nor consent to any departure by
any Credit  Party  therefrom,  shall in any event be  effective  unless the same
shall be in writing and signed by the Required Lenders,  and then such waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given;  provided that no amendment,  waiver or consent  shall,
unless in writing  and signed by all the  Lenders do any of the  following:  (i)
waive any of the conditions specified in Section 4.01 or 4.02, (ii) increase the
Line of Credit  Commitments or other  contractual  obligations to Borrower under
this  Agreement,  (iii)  reduce the  principal  of, or interest  on, the Line of
Credit Notes or any fees hereunder, (iv) postpone any date fixed for the payment
in respect of principal of, or interest on, the Line of Credit Notes or any fees
hereunder, (v) change the percentage of the Line of Credit Commitments or of the
aggregate  unpaid principal amount of the Line of Credit Notes, or the number or
identity of Lenders  which  shall be required  for the Lenders or any of them to
take any action hereunder, (vi) release any Guarantor from its obligations under
any Guaranty  Agreement,  (vii) modify the definition of "Required  Lenders," or
(viii) modify this Section 10.02.  Notwithstanding the foregoing,  no amendment,
waiver or  consent  shall,  unless in writing  and signed by the  Administrative
Agent in addition  to the  Lenders  required  hereinabove  to take such  action,
affect the rights or duties of the Administrative  Agent under this Agreement or
under any other Credit Document.

         Section 10.3. No Waiver;  Remedies  Cumulative.  No failure or delay on
the part of the  Administrative  Agent,  any  Lender or any  holder of a Line of
Credit  Note in  exercising  any  right or remedy  hereunder  or under any other
Credit  Document,  and no course of dealing  between  any  Credit  Party and the
Administrative  Agent, any Lender or the holder of any Line of Credit Note shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
right or remedy hereunder or under any other Credit Document  preclude any other
or  further  exercise  thereof  or the  exercise  of any  other  right or remedy
hereunder or thereunder.  The rights and remedies herein expressly  provided are
cumulative and not exclusive of any rights or remedies which the  Administrative
Agent, any Lender or the holder of any Line of Credit Note would otherwise have.
No notice to or demand on any Credit Party not  required  hereunder or under any
other Credit Document in any case shall entitle any Credit Party to any other or
further  notice or demand in  similar or other  circumstances  or  constitute  a
waiver of the rights of the  Administrative  Agent, the Lenders or the holder of
any Line of Credit  Note to any  other or  further  action in any  circumstances
without notice or demand.

         Section 10.4. Payment of Expenses, Etc. Borrower shall:

          (i)  whether  or  not  the   transactions   hereby   contemplated  are
     consummated,  pay all reasonable,  out-of-pocket  costs and expenses of the
     Administrative  Agent in the  administration  (both  before  and  after the
     execution  hereof  and  including  reasonable  expenses  actually  incurred
     relating  to  advice  of  counsel  as to  the  rights  and  duties  of  the
     Administrative  Agent and the  Lenders  with  respect  thereto)  of, and in
     connection with the preparation, execution and delivery of, preservation of
     rights  under,  enforcement  of, and,  after a Default or Event of Default,
     refinancing,  renegotiation  or  restructuring  of, this


                                      -63-

<PAGE>


     Agreement and the other Credit  Documents and the documents and instruments
     referred to therein, and any amendment,  waiver or consent relating thereto
     (including,  without limitation,  the reasonable fees actually incurred and
     disbursements of counsel for the Administrative  Agent), and in the case of
     enforcement  of this  Agreement  or any Credit  Document  after an Event of
     Default, all such reasonable,  out-of-pocket costs and expenses (including,
     without limitation, the reasonable fees actually incurred and disbursements
     of counsel), for any of the Lenders;

          (ii)  subject,  in the  case  of  certain  Taxes,  to  the  applicable
     provisions of Section  3.07(b),  pay and hold each of the Lenders  harmless
     from and against any and all present  and future  stamp,  documentary,  and
     other  similar  Taxes with  respect to this  Agreement,  the Line of Credit
     Notes and any other Credit Documents,  any collateral described therein, or
     any payments due thereunder, and save each Lender harmless from and against
     any and all  liabilities  with  respect to or  resulting  from any delay or
     omission to pay such Taxes; and

          (iii)  indemnified the  Administrative  Agent and each Lender and each
     director,  officer,  employee,   affiliate  and  agent  thereof  (each,  an
     "Indemnitee")  from, and hold each of them harmless against,  and reimburse
     each  Indemnitee,  upon  its  demand,  for  any  losses,  claims,  damages,
     liabilities  or  other  expenses  ("Losses")  incurred  by such  Indemnitee
     insofar as such Losses  arise out of or are in any way related to or result
     from this Agreement, the Line of Credit Notes or any other Credit Documents
     or the financing provided hereby,  including,  without  limitation,  Losses
     arising in  connection  with any legal  proceeding  relating  to any of the
     foregoing  (whether  or not such  Indemnitee  is a party  thereto)  and the
     reasonable  attorneys  fees and expenses  actually  incurred in  connection
     therewith;  provided,  however,  that the foregoing  shall not apply to any
     Losses  resulting from the gross  negligence or willful  misconduct of such
     Indemnitee;

     (iv) without  limiting the indemnities set forth in subsection (iii) above,
     indemnify  each  Indemnitee  for any and all expenses and costs  (including
     without  limitation,   remedial,  removal,  response,  abatement,  cleanup,
     investigative,  closure and monitoring  costs),  losses,  claims (including
     claims  for   contribution   or  indemnity   and   including  the  cost  of
     investigating  or  defending  any claim and  whether  or not such  claim is
     ultimately defeated,  and whether such claim arose before,  during or after
     any  Credit  Party's  ownership,  operation,  possession  or control of its
     business,  property or facilities  or before,  on or after the date hereof,
     and  including  also any  amounts  paid  incidental  to any  compromise  or
     settlement  by the  Indemnitee  or  Indemnitees  to the holders of any such
     claim), lawsuits,  liabilities,  obligations,  actions,  judgments,  suits,
     disbursements,  encumbrances,  liens, damages (including without limitation
     damages for contamination or destruction of natural  resources),  penalties
     and fines of any kind or nature whatsoever (including without limitation in
     all  cases  the  reasonable  fees  actually  incurred,  other  charges  and
     disbursements  of counsel in connection  therewith)  incurred,  suffered or
     sustained  by that  Indemnitee  based  upon,  arising  under or relating to
     Environmental  Laws based on,  arising out of or relating to in whole or in
     part, the existence or exercise


                                      -64-

<PAGE>


     of any rights or remedies by any Indemnitee under this Agreement, any other
     Credit  Document or any related  documents (but excluding  those  incurred,
     suffered or sustained by any  Indemnitee as a result of any action taken by
     or on behalf of the Lenders with respect to any  Subsidiary of Borrower (or
     the assets thereof) owned or controlled by the Lenders.

If and to the extent that the  obligations  of Borrower under this Section 10.04
are  unenforceable  for any reason,  Borrower  hereby agrees to make the maximum
contribution  to the  payment  and  satisfaction  of such  obligations  which is
permissible under applicable law.

         Section 10.5. Right of Setoff.  In addition to and not in limitation of
all rights of offset  that any Lender or other  holder of a Line of Credit  Note
may have under  applicable  law, each Lender or other holder of a Line of Credit
Note shall,  upon the occurrence of any Event of Default and whether or not such
Lender or such holder has made any demand or any Credit Party's  obligations are
matured,  have the right to  appropriate  and apply to the payment of any Credit
Party's obligations hereunder and under the other Credit Documents, all deposits
of any Credit Party (general or special,  time or demand,  provisional or final)
then or thereafter held by and other indebtedness or property then or thereafter
owing by such Lender or other holder to any Credit Party, whether or not related
to this  Agreement or any  transaction  hereunder.  Each Lender  shall  promptly
notify Borrower of any offset hereunder.

         Section 10.6. Benefit of Agreement.

         (1) This  Agreement  shall be binding  upon and inure to the benefit of
and be  enforceable  by the  respective  successors  and  assigns of the parties
hereto,  provided  that  Borrower may not assign or transfer any of its interest
hereunder without the prior written consent of the Lenders.

         (2) Any Lender may make,  carry or transfer Line of Credit Loans at, to
or for the account of, any of its branch  offices or the office of an  Affiliate
of such Lender.

         (3) Each  Lender may assign all or a portion of its  interests,  rights
and obligations  under this Agreement  (including all or a portion of any of its
Line of Credit  Commitments and the Line of Credit Loans at the time owing to it
and the Line of Credit  Notes held by it) to any  Eligible  Assignee;  provided,
however,  that (i) the Administrative  Agent and, so long as no Event of Default
has occurred and is continuing,  Borrower must give their prior written  consent
to such assignment (which consent shall not be unreasonably withheld or delayed)
unless such assignment is an Affiliate of the assigning Lender,  (ii) the amount
of the Line of  Credit  Commitments  of the  assigning  Lender  subject  to each
assignment (determined as of the date the assignment and acceptance with respect
to such assignment is delivered to the  Administrative  Agent) shall not be less
than  $10,000,000,  and (iii) the parties to each such assignment  shall execute
and deliver to the Administrative  Agent an Assignment and Acceptance,  together
with a Line of Credit Note or Notes subject to such  assignment and, unless such
assignment is to an Affiliate of such Lender,  a processing and  recordation fee
of $2,500.


                                      -65-

<PAGE>


Borrower shall not be responsible for such processing and recordation fee or any
costs  or  expenses  incurred  by any  Lender  or the  Administrative  Agent  in
connection with such assignment.  From and after the effective date specified in
each Assignment and Acceptance,  which effective date shall be at least five (5)
Business Days after the execution  thereof,  the assignee  thereunder shall be a
party hereto and to the extent of the interest  assigned by such  Assignment and
Acceptance,  have the rights and  obligations of a Lender under this  Agreement.
Within five (5) Business Days after receipt of the notice and the Assignment and
Acceptance,  Borrower,  at its own  expense,  shall  execute  and deliver to the
Administrative  Agent,  in exchange for the  surrendered  Line of Credit Note or
Notes,  a new Line of Credit  Note or Notes to the order of such  assignee  in a
principal  amount equal to the applicable Line of Credit  Commitments or Line of
Credit Loans assumed by it pursuant to such  Assignment  and  Acceptance and new
Line of  Credit  Note or Notes to the  assigning  Lender  in the  amount  of its
retained Line of Credit Commitment or Commitments or amount of its retained Line
of Credit Loans.  Such new Line of Credit Note or Notes shall be in an aggregate
principal  amount equal to the aggregate  principal  amount of such  surrendered
Line of Credit Note or Notes, shall be dated the date of the surrendered Line of
Credit Note or Notes which they replace, and shall otherwise be in substantially
the form attached hereto.

         (4)  Each  Lender   may,   without  the  consent  of  Borrower  or  the
Administrative  Agent, sell  participations  without  restriction to one or more
banks or other entities in all or a portion of its rights and obligations  under
this Agreement  (including all or a portion of its Line of Credit Commitments in
the Line of Credit  Loans owing to it and the Line of Credit  Notes held by it),
provided, however, that (i) such Lender's obligations under this Agreement shall
remain unchanged,  (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations,  (iii) the participating
bank or other  entity shall not be entitled to the benefit  (except  through its
selling  Lender) of the cost protection  provisions  contained in Article III of
this Agreement, and (iv) Borrower and the Administrative Agent and other Lenders
shall  continue to deal solely and directly with each Lender in connection  with
such Lender's rights and  obligations  under this Agreement and the other Credit
Documents,  and  such  Lender  shall  retain  the  sole  right  to  enforce  the
obligations of Borrower  relating to the Line of Credit Loans and to approve any
amendment,  modification  or waiver of any  provisions  of this  Agreement.  Any
Lender selling a participation  hereunder shall provide prompt written notice to
Borrower of the name of such participant.

         (5) Any Lender or participant may, in connection with the assignment or
participation or proposed assignment or participation, pursuant to this Section,
disclose to the assignee or participant or proposed  assignee or participant any
information  relating to Borrower or the other Consolidated  Companies furnished
to such Lender by or on behalf of Borrower  or any other  Consolidated  Company.
With  respect  to  any  disclosure  of  confidential,   non-public,  proprietary
information,  such  proposed  assignee  or  participant  shall  agree to use the
information  only for the purpose of making any necessary  credit judgments with
respect to this credit  facility  and not to use the  information  in any manner
prohibited by any law, including without limitation,  the securities laws of the
United States of America.  The proposed  participant or assignee shall agree not
to disclose any of such information except (i) to directors, employees, auditors


                                      -65-

<PAGE>


or counsel to whom it is necessary to show such information,  each of whom shall
be informed of the confidential nature of the information, (ii) in any statement
or testimony pursuant to a subpoena or order by any court,  governmental body or
other agency asserting  jurisdiction over such entity, or as otherwise  required
by law (provided prior notice is given to Borrower and the Administrative  Agent
unless otherwise  prohibited by the subpoena,  order or law), and (iii) upon the
request  or  demand  of  any   regulatory   agency  or  authority   with  proper
jurisdiction. The proposed participant or assignee shall further agree to return
all documents or other  written  material and copies  thereof  received from any
Lender,  the  Administrative  Agent or Borrower  relating  to such  confidential
information unless otherwise properly disposed of by such entity.

         (6) Any Lender may at any time  assign all or any portion of its rights
in this Agreement and the Line of Credit Notes issued to it to a Federal Reserve
Bank;  provided that no such assignment shall release the Lender from any of its
obligations hereunder.

         (7) If (i) any Taxes referred to in Section 3.07(b) have been levied or
imposed so as to require  withholdings  or deductions by Borrower and payment by
Borrower  of  additional  amounts  to any Lender as a result  thereof,  (ii) any
Lender  shall make  demand for  payment of any  material  additional  amounts as
compensation  for  increased  costs  pursuant to Section 3.10 or for its reduced
rate of return  pursuant to Section  3.16,  or (iii) any Lender shall decline to
consent to a modification  or waiver of the terms of this Agreement or the other
Credit  Documents  requested by Borrower,  then and in such event,  upon request
from Borrower delivered to such Lender and the Administrative Agent, such Lender
shall assign, in accordance with the provisions of Section 10.06(c),  all of its
rights and  obligations  under this Agreement and the other Credit  Documents to
another Lender or an Eligible  Assignee  selected by Borrower,  in consideration
for the payment by such assignee to the Lender of the principal of, and interest
on, the outstanding Line of Credit Loans accrued to the date of such assignment,
and  the  assumption  of such  Lender's  Line of  Credit  Commitment  hereunder,
together  with  any  and all  other  amounts  owing  to such  Lender  under  any
provisions of this Agreement or the other Credit  Documents  accrued to the date
of such assignment.

         Section 10.7. Governing Law; Submission to Jurisdiction.

         (1) THIS  AGREEMENT  AND THE  RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES
HEREUNDER  AND UNDER THE LINE OF CREDIT NOTES SHALL BE  CONSTRUED IN  ACCORDANCE
WITH AND BE GOVERNED BY THE LAW  (WITHOUT  GIVING  EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.

         (2) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT,  THE
LINE OF CREDIT NOTES OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE SUPERIOR
COURT OF FULTON COUNTY,  GEORGIA,  OR ANY OTHER COURT OF THE STATE OF GEORGIA OR
OF THE UNITED  STATES OF AMERICA FOR THE NORTHERN  DISTRICT OF GEORGIA,  AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT,


                                      -67-

<PAGE>


BORROWER HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY,  THE JURISDICTION OF THE AFORESAID  COURTS.  THE PARTIES HERETO
HEREBY  IRREVOCABLY WAIVE TRIAL BY JURY, AND BORROWER HEREBY  IRREVOCABLY WAIVES
ANY OBJECTION,  INCLUDING,  WITHOUT  LIMITATION,  ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE  GROUNDS  OF  FORUM  NON  CONVENIENS,  WHICH IT MAY NOW OR
HEREAFTER  HAVE  TO THE  BRINGING  OF ANY  SUCH  ACTION  OR  PROCEEDING  IN SUCH
RESPECTIVE JURISDICTIONS.

         (3) BORROWER  HEREBY  IRREVOCABLY  DESIGNATES THE  CORPORATION  SERVICE
COMPANY,  ATLANTA,  GEORGIA,  AS ITS  DESIGNEE,  APPOINTEE  AND  LOCAL  AGENT TO
RECEIVE,  FOR AND ON BEHALF OF BORROWER,  SERVICE OF PROCESS IN SUCH  RESPECTIVE
JURISDICTIONS  IN ANY LEGAL ACTION OR PROCEEDING  WITH RESPECT TO THIS AGREEMENT
OR THE LINE OF CREDIT NOTES OR ANY DOCUMENT  RELATED  THERETO.  IT IS UNDERSTOOD
THAT A COPY  OF SUCH  PROCESS  SERVED  ON  SUCH  LOCAL  AGENT  WILL BE  PROMPTLY
FORWARDED  BY SUCH  LOCAL  AGENT AND BY THE  SERVER OF SUCH  PROCESS  BY MAIL TO
BORROWER AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE  BELOW, BUT THE FAILURE
OF BORROWER TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH
PROCESS.  BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY
OF THE AFOREMENTIONED  COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,  TO BORROWER AT
ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.

         (4) Nothing herein shall affect the right of the Administrative  Agent,
any  Lender,  any holder of a Line of Credit  Note or any Credit  Party to serve
process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against Borrower in any other jurisdiction.

         Section  10.8.  Independent  Nature of  Lenders'  Rights.  The  amounts
payable at any time hereunder to each Lender shall be a separate and independent
debt,  and each  Lender  shall be  entitled  to protect  and  enforce its rights
pursuant to this  Agreement  and its Line of Credit  Notes,  and it shall not be
necessary  for any  other  Lender to be  joined  as an  additional  party in any
proceeding for such purpose.

         Section  10.9.  Counterparts.  This  Agreement  may be  executed in any
number  of  counterparts  and  by  the  different  parties  hereto  on  separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.


                                      -68-

<PAGE>

         Section 10.10. Effectiveness; Survival.

         (1) This Agreement  shall become  effective on the date (the "Effective
Date") on which all of the parties hereto shall have signed a counterpart hereof
(whether the same or different  counterparts)  and shall have delivered the same
to the  Administrative  Agent  pursuant to Section  10.01 or, in the case of the
Lenders,  shall have given to the  Administrative  Agent written or telex notice
(actually received) that the same has been signed and mailed to them.

         (2) The  obligations of Borrower under Sections  3.07(b),  3.10,  3.12,
3.13,  3.16,  and 10.04  hereof  shall  survive  for ninety  (90) days after the
payment in full of the Line of Credit Notes after the Final  Maturity  Date. All
representations  and  warranties  made  herein,  in the  certificates,  reports,
notices,  and other documents delivered pursuant to this Agreement shall survive
the execution and delivery of this Agreement,  the other Credit  Documents,  and
such other  agreements  and  documents,  the making of the Line of Credit  Loans
hereunder, and the execution and delivery of the Line of Credit Notes.

         Section  10.11.  Severability.  In case any  provision in or obligation
under this Agreement or the other Credit Documents shall be invalid,  illegal or
unenforceable,  in whole or in part, in any jurisdiction, the validity, legality
and  enforceability  of the  remaining  provisions  or  obligations,  or of such
provision  or  obligation  in any  other  jurisdiction,  shall not in any way be
affected or impaired thereby.

         Section 10.12. Independence of Covenants. All covenants hereunder shall
be given  independent  effect so that if a particular action or condition is not
permitted  by any of such  covenants,  the fact that it would be permitted by an
exception to, or be otherwise within the limitation of, another covenant,  shall
not avoid the  occurrence  of a Default or an Event of Default if such action is
taken or condition exists.

         Section  10.13.  Change in  Accounting  Principles,  Fiscal Year or Tax
Laws. If (i) any preparation of the financial  statements referred to in Section
6.07  hereafter   occasioned  by  the   promulgation   of  rules,   regulations,
pronouncements and opinions by or required by the Financial Accounting Standards
Board or the  American  Institute of Certified  Public  Accounts (or  successors
thereto or agencies with similar functions) (other than changes mandated by FASB
106)  result in a material  change in the  method of  calculation  of  financial
covenants,  standards or terms found in this Agreement, (ii) there is any change
in Borrower's fiscal quarter or fiscal year, or (iii) there is a material change
in federal tax laws which materially affects any of the Consolidated  Companies'
ability to comply with the financial covenants, standards or terms found in this
Agreement, Borrower and the Required Lenders agree to enter into negotiations in
order to amend such provisions so as to equitably  reflect such changes with the
desired  result  that  the  criteria  for  evaluating  any of  the  Consolidated
Companies'  financial  condition shall be the same after such changes as if such
changes  had not been  made.  Unless  and  until  such  provisions  have been so
amended, the provisions of this Agreement shall govern.


                                      -69-

<PAGE>


         Section 10.14. Headings Descriptive;  Entire Agreement. The headings of
the  several  sections  and  subsections  of this  Agreement  are  inserted  for
convenience  only and shall not in any way affect the meaning or construction of
any provision of this Agreement. This Agreement, the other Credit Documents, and
the agreements and documents  required to be delivered  pursuant to the terms of
this  Agreement  constitute  the entire  agreement  among the parties hereto and
thereto regarding the subject matters hereof and thereof and supersede all prior
agreements, representations and understandings related to such subject matters.

         Section  10.15.  Time  is of the  Essence.  Time is of the  essence  in
interpreting and performing this Agreement and all other Credit Documents.

         Section  10.16.  Usury.  It is the intent of the parties  hereto not to
violate any federal or state law, rule or regulation  pertaining either to usury
or to the  contracting  for or charging or collecting of interest,  and Borrower
and Lenders agree that, should any provision of this Agreement or of the Line of
Credit Notes,  or any act performed  hereunder or  thereunder,  violate any such
law, rule or regulation,  then the excess of interest  contracted for or charged
or collected  over the maximum  lawful rate of interest  shall be applied to the
outstanding  principal  indebtedness  due to  Lenders  by  Borrower  under  this
Agreement.

         Section  10.17.  Construction.  Should any provision of this  Agreement
require  judicial  interpretation,  the  parties  hereto  agree  that the  court
interpreting or construing the same shall not apply a presumption that the terms
hereof shall be more strictly  construed against one party by reason of the rule
of  construction  that a document is to be more strictly  construed  against the
party who itself or through its agents  prepared the same,  it being agreed that
Borrower, the Administrative Agent, the Lenders and their respective agents have
participated in the preparation hereof.

         Section 10.18.  Waiver of Effect of Corporate Seal. Borrower represents
and  warrants  that it is not  required  to  affix  its  corporate  seal to this
Agreement or any other Credit  Document  pursuant to any  Requirement of Law and
waives any  shortening  of the statute of  limitations  that may result from not
affixing the corporate seal to this Agreement or the other Credit Documents.


                                      -70-

<PAGE>


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


Address for Notices:                     BORROWER:
-------------------

20 N. Orange Avenue                      HUGHES SUPPLY, INC.
Suite 200
Orlando, Florida 32801
                                         By:_______________________________
Attention: J. Stephen Zepf               J. Stephen Zepf
                                         Treasurer

                                         By:_______________________________
                                         Ben Butterfield
                                         Secretary


                                      -71-


<PAGE>


Address for Notices:                     SUNTRUST BANK, CENTRAL FLORIDA,
-------------------                      NATIONAL ASSOCIATION, individually and
                                         as Administrative Agent
200 S. Orange Avenue
MC 2064
Orlando, Florida 32801
                                         By: ______________________________
Attn: Mr. William C. Barr                      Name:
                                               Title:
Telecopy No.  407/237-4076


Payment Office:
--------------

200 S. Orange Avenue
MC 2064
Orlando, Florida 32801

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

Line of Credit Commitment: $13,750,000.00

Pro Rata Share of Line of Credit Commitment: 18.33%


                                      -72-

<PAGE>


Address for Notices:                    FIRST UNION NATIONAL BANK, individually
-------------------                     and as Documentation Agent

225 Water Street
4th Floor
Mail Code FL0060
Jacksonville, Florida 32202             By:_______________________________
Attn: Mr. Michael L. Williamson            Name:
                                           Title:
Telecopy No. 904/361-3560


Payment Office:
--------------

100 S. Ashley Drive
Suite 1000
Mail Code FL4009
Tampa, Florida  32602
Attn: Ms. Mary Doonan

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

Line of Credit Commitment: $12,500,000.00

Pro Rata Share of Line of Credit Commitment: 16.67%


                                      -73-

<PAGE>


Address for Notices:
-------------------
                                          NATIONSBANK, N.A., individually and as
100 SE 2nd Street, 14th Floor             Syndication Agent
Miami, Florida 33131
Attn: Mr. Richard Starke
                                          By:_______________________________
Telecopy No.                                 Name:
                                             Title:


Payment Office:
--------------

NationsBank, N.A.
101 N. Tryon Street
Charlotte, North Carolina  28255
Attn: Ms. Deon Wright

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

Line of Credit Commitment: $12,500,000.00

Pro Rata Share of Line of Credit Commitment: 16.67%


                                      -74-

<PAGE>


Address for Notices:
-------------------
                                       SOUTHTRUST BANK, NATIONAL
150 2nd Avenue North                   ASSOCIATION, individually and as Co-Agent
Suite 470
St. Petersburg, Florida 33701          By:_______________________________
Attn: Mr. Lee Culbreath                   Name:
                                          Title:
Telecopy No. 727/898-5319

Payment Office:
--------------

150 2nd Avenue North
Suite 470
St. Petersburg, Florida 33701
Attn: Ms. Joanne Gundling

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

Line of Credit Commitment: $10,000,000.00

Pro Rata Share of Line of Credit Commitment: 13.33%


                                      -75-

<PAGE>


Address for Notices:                            ABN AMRO BANK, N.V.
-------------------
Southwest Financial Center
200 S. Biscayne Boulevard, 22nd Floor
Miami, Florida 33131-5311
Attn: Ms. Deborah Day Orozco
                                                By:____________________________
                                                   Name:
                                                   Title:
Telecopy No.  (305)372-2397

Payment Office:
--------------

335 Madison Avenue, 16th Floor
New York, New York 10017
Attn: Trade Services Department

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

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%


                                      -76-

<PAGE>


Address for Notices:                            PNC BANK, N.A.
-------------------

249 5th Avenue
Pittsburgh, Pennsylvania 15222
Attn: Mr. James D. Neil
                                                By:_____________________________
Telecopy No. 412/762-6484                          Name:
                                                   Title:
Payment Office:
--------------

Two PNC Plaza/ Liberty Avenue.
Pittsburgh, Pennsylvania 15222
Attn: Ms. Anita Truchman

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

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%


                                      -77-

<PAGE>


Address for Notices:                           WACHOVIA BANK, N.A.
-------------------

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Mr. Shawn Janko
                                               By:______________________________
                                                  Name:
                                                  Title:
Telecopy No. (404)332-5016


Payment Office:
--------------

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Ms. Sharon Westmoreland

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

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%


                                      -78-

<PAGE>


Address for Notices:                           THE FIFTH THIRD BANK
-------------------

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Mr. Kevin J. Walter
                                               By:______________________________
Telecopy No. 513/579-5226                         Name:  Kevin J. Walter
                                                  Title: Large Corporate
Payment Office:                                          Banking Officer
--------------

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Ms. Megan Heisel

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

Line of Credit Commitment: $3,750,000.00

Pro Rata Share of Line of Credit Commitment: 5.00%


                                      -79-

<PAGE>


Address for Notices:                          HIBERNIA NATIONAL BANK
-------------------

313 Carondelet Street
New Orleans, LA 70130
Attn: Ms. Kristie Peychaud
                                              By:_______________________________
Telecopy No. 504/533-5344                        Name:  Kristie Peychaud
                                                 Title: Banking Officer
Payment Office:
--------------

313 Carondelet Street
New Orleans, LA 70130
Attn: Ms. Shelly Strada

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

Line of Credit Commitment: $3,750,000.00

Pro Rata Share of Line of Credit Commitment: 5.00%


                                      -80-

<PAGE>


                               FIRST AMENDMENT TO
                            LINE OF CREDIT AGREEMENT

         THIS  FIRST   AMENDMENT  TO  LINE  OF  CREDIT   AGREEMENT  (the  "First
Amendment")  is made and entered  into as of September  29,  1999,  by and among
HUGHES SUPPLY, INC. ("Borrower"), a Florida corporation,  SUNTRUST BANK, CENTRAL
FLORIDA,  NATIONAL  ASSOCIATION,  a national  banking  association,  FIRST UNION
NATIONAL BANK, a national banking association,  BANK OF AMERICA,  N.A., formerly
known as NATIONSBANK,  N.A., a national  banking  association,  SOUTHTRUST BANK,
NATIONAL  ASSOCIATION,  a national banking  association,  ABN AMRO BANK, N.V., a
banking corporation organized under the laws of the Netherlands, PNC BANK, N.A.,
a  national  banking  association,  WACHOVIA  BANK,  N.A.,  a  national  banking
association,  THE FIFTH THIRD BANK,  a national  banking  association,  HIBERNIA
NATIONAL  BANK,  a  national  banking   association  and  such  other  financial
institutions  becoming  a party  hereto  from  time to  time,  (individually,  a
"Lender" and  collectively,  the  "Lenders"),  SUNTRUST BANK,  CENTRAL  FLORIDA,
NATIONAL  ASSOCIATION as administrative agent for the Lenders (in such capacity,
the "Administrative  Agent"),  FIRST UNION NATIONAL BANK, as documentation agent
for the Lenders (in such capacity, the "Documentation  Agent"), BANK OF AMERICA,
N.A., formerly known as NATIONSBANK,  N.A., as syndication agent for the Lenders
(in such  capacity,  the  "Syndication  Agent") and  SOUTHTRUST  BANK,  NATIONAL
ASSOCIATION, as Co-Agent for the Lenders (in such capacity, the "Co-Agent").

                              W I T N E S S E T H:

         WHEREAS,  the Lenders,  the  Administrative  Agent,  the  Documentation
Agent,  the Syndication  Agent,  the Co-Agent and the Borrower are party to that
certain  Line of Credit  Agreement  dated as of January  26,  1999 (the "Line of
Credit  Agreement"),  pursuant to which the Lenders  made  available to Borrower
credit facilities subject to the terms and conditions set forth therein; and

         WHEREAS,  the Lenders,  the  Administrative  Agent,  the  Documentation
Agent, the Syndication  Agent, the Co-Agent and the Borrower,  at the request of
the Borrower,  desire to (i) extend the Line of Credit  Termination Date to July
24, 2000 and (ii) amend certain other terms of the Line of Credit Agreement.

         NOW, THEREFORE,  in consideration of the terms and conditions contained
herein, the parties hereto, intending to be legally bound, hereby amend the Line
of Credit Agreement and agree as follows:

         1. The Line of Credit  Agreement  is hereby  amended by  replacing  the
definition of "Line of Credit  Termination Date" in Section 1.01 in its entirety
with the following:

          "Line of Credit  Termination  Date" shall mean the earlier of (i) July
     24,  2000 aand (ii) the date on which  the Line of Credit  Commitments  are
     terminated in accordance with Article VIII.


                                      -81-

<PAGE>


         2. The Line of Credit Agreement is hereby amended by replacing  Section
6.08(c) in its entirety with the following:

          (c) Minimum Net Worth.  Maintain a Consolidated  Net Worth of not less
     than (i)  $365,000,000  plus (ii) 50% of  Consolidated  Net Income (but not
     Consolidated Net Loss) for each fiscal quarter ended after January 30, 1998
     and on or prior to the date of determination.

         3. The Line of Credit Agreement is hereby amended by replacing  Section
6.08(d) in its entirety with the following:

          (d)  Dividends.  Not declare or pay any dividend on its capital stock,
     or make any  payment to  purchase,  redeem,  retire or  acquire  any of its
     Subordinated Debt or capital stock or any option,  warrant,  or other right
     to  acquire  such  Subordinated  Debt or capital  stock,  other  than:

               (i)    dividends payable solely in shares of capital stock;

               (ii)   any  payments  made  for  the   repurchase of  outstanding
     capital stock  previously  issued by Borrower in an aggregate amount at any
     time not to exceed $60,000,000; and

               (iii)  cash  dividends  declared  and  paid  and all  other  such
          payments made,  after January 29, 1993, in an aggregate  amount at any
          time not to exceed (x) $1,000,000,  plus (y) 50% of  Consolidated  Net
          Income  (or  minus  100%  of  Consolidated  Net  Loss)  earned  during
          Borrower's  fiscal year ended January 29, 1993, and  thereafter  (such
          period to be treated as one  accounting  period);  provided,  further,
          however,  no such  dividend  or other  payment may be declared or paid
          pursuant to clause  (ii) or (iii) above  unless no Default or Event of
          Default exists at the time of such  declaration  or payment,  or would
          exist as a result of such declaration or payment.

         4. The Line of Credit Agreement is hereby amended by replacing  Section
7.05 in its entirety with the following:

               Section 7.05 Sale and  Leaseback  Transactions.  Sell or transfer
          any  property,  real or  personal,  whether  now  owned  or  hereafter
          acquired, and thereafter rent or lease such property or other property
          which any Consolidated  Company intends to use for  substantially  the
          same  purpose or purposes as the property  being sold or  transferred,
          except to the extent  that at the time any such  property  is sold and
          leased back,  and after giving effect  thereto,  the aggregate  amount
          paid  (whether in cash or  otherwise)  for all such  property sold and
          leased back by the Consolidated  Companies since the Closing Date does
          not exceed five  percent  (5%) of the  Consolidated  Companies'  total
          assets  as  reported  in the  most  recent  audited  annual  financial
          statements  delivered to the Administrative  Agent pursuant to Section
          6.07(a).


                                      -82-

<PAGE>


         5.  Borrower  represents  and warrants  that, as of the date hereof and
after giving effect to the transactions  contemplated by the First Amendment and
the Credit Documents, (i) the assets of Borrower, at fair valuation and based on
their present fair  saleable  value,  will exceed  Borrower's  debts,  including
contingent  liabilities,  (ii) the  remaining  capital of  Borrower  will not be
unreasonably small to conduct Borrower's  business,  and (iii) Borrower will not
have incurred debts, or have intended to incur debts,  beyond its ability to pay
such debts as they  mature.  For  purposes of this  paragraph,  "debt" means any
liability on a claim, and "claim" means (a) the right to payment, whether or not
such right is reduced to judgment, liquidated,  unliquidated, fixed, contingent,
matured,  unmatured,   disputed,   undisputed,   legal,  equitable,  secured  or
unsecured,  or (b) the right to an equitable remedy for breach of performance if
such breach  gives rise to a right to  payment,  whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent,  matured, unmatured,
disputed, undisputed, secured or unsecured.

         6. Except as expressly  provided  herein,  the Line of Credit Agreement
shall continue in full force and effect,  and the unamended terms and conditions
of the Line of Credit Agreement are expressly  incorporated  herein and ratified
and confirmed in all respects.  This First Amendment is not intended to be or to
create, nor shall it be construed as, a novation or an accord and satisfaction.

         7.  From and after the date  hereof,  references  to the Line of Credit
Agreement shall be references to the Line of Credit Agreement as amended hereby.

         8. This First Amendment  constitutes the entire  agreement  between the
parties  hereto with respect to the subject  matter  hereof.  Neither this First
Amendment nor any provision hereof may be changed, waived, discharged,  modified
or terminated orally, but only by an instrument in writing signed by the parties
required to be a party  thereto  pursuant to Section 10.02 of the Line of Credit
Agreement.

         9. THIS FIRST  AMENDMENT  SHALL BE  GOVERNED  IN ALL  RESPECTS  BY, AND
CONSTRUED  AND  ENFORCED IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF GEORGIA
(WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

         10. This First Amendment may be executed in any number of counterparts,
each of  which  shall  be  deemed  to be an  original  and all of  which,  taken
together,  shall constitute one and the same document, and shall be effective as
of the date first above written.

         11.  Borrower  shall  reimburse  the   Administrative   Agent  for  the
reasonable  fees  and  expenses  of  counsel  for the  Administrative  Agent  in
connection with this First Amendment.


                                      -83-

<PAGE>

                  IN WITNESS WHEREOF, Borrower, the Administrative Agent, the
Documentation Agent, the Syndication Agent, the Co-Agent and the Required
Lenders have caused this First Amendment to be executed as of the date first
above written.


Address for Notices:                      BORROWER:
-------------------

20 N. Orange Avenue                       HUGHES SUPPLY, INC.
Suite 200
Orlando, Florida 32801
Attention: J. Stephen Zepf                By:_______________________________
                                             J. Stephen Zepf
                                             Treasurer


                                          By:________________________________
                                             Ben Butterfield
                                             Secretary










                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]



<PAGE>


Address for Notices:                          SUNTRUST BANK, CENTRAL FLORIDA,
-------------------                           NATIONAL ASSOCIATION, individually
                                              and as Administrative Agent
200 S. Orange Avenue
MC 2064
Orlando, Florida 32801
                                              By: ______________________________
Attn: Mr. William C. Barr                         William C. Barr, III
                                                  First Vice President
Telecopy No.  407/237-4076


Payment Office:
--------------

200 S. Orange Avenue
MC 2064
Orlando, Florida 32801

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

Line of Credit Commitment: $13,750,000.00

Pro Rata Share of Line of Credit Commitment: 18.33%










                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]


<PAGE>


Address for Notices:                    FIRST UNION NATIONAL BANK, individually
-------------------                     and as Documentation Agent

225 Water Street
4th Floor
Mail Code FL0060
Jacksonville, Florida 32202             By:_______________________________
Attn: Mr. Mike Carlin                      Name:
                                           Title:
Telecopy No. 904/361-3560


Payment Office:
--------------

100 S. Ashley Drive
Suite 1000
Mail Code FL4009
Tampa, Florida  32602
Attn: Ms. Mary Doonan

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

Line of Credit Commitment: $12,500,000.00

Pro Rata Share of Line of Credit Commitment: 16.67%










                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]


<PAGE>


Address for Notices:
-------------------                      BANK OF AMERICA, N.A., formerly known
                                         as NATIONSBANK, N.A., individually and
100 SE 2nd Street, 14th Floor            as Syndication Agent
Miami, Florida 33131
Attn: Mr. Richard Starke
                                         By:_______________________________
Telecopy No.                                Name:
                                            Title:

Payment Office:
--------------

Bank of America, N.A.
101 N. Tryon Street
Charlotte, North Carolina  28255
Attn: Ms. Deon Wright

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

Line of Credit Commitment: $12,500,000.00

Pro Rata Share of Line of Credit Commitment: 16.67%










                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]



<PAGE>


Address for Notices:                            SOUTHTRUST BANK, NATIONAL
-------------------                             ASSOCIATION, individually and
                                                as Co-Agent
420 North 20th Street
Birmingham, AL 35203
Attn: Florida Corporate Banking (Orlando)       By:_____________________________
                                                   Name:
Telecopy No. 727/898-5319                          Title:


Payment Office:
--------------

P.O. Box 830716
Birmingham, AL 35283-0716
Attn: Ms. Joanne Gundling (727/825-2733)

Telecopy No. 727/898-5419

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

Line of Credit Commitment: $10,000,000.00

Pro Rata Share of Line of Credit Commitment: 13.33%










                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]


<PAGE>


Address for Notices:                            ABN AMRO BANK, N.V.
-------------------
Southwest Financial Center
200 S. Biscayne Boulevard, 22nd Floor
Miami, Florida 33131-5311
Attn: Ms. Deborah Day Orozco
                                                By:_____________________________
                                                   Name:
                                                   Title:
Telecopy No.  (305)372-2397

Payment Office:
--------------

335 Madison Avenue, 16th Floor
New York, New York 10017
Attn: Trade Services Department

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

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%










                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]



<PAGE>


Address for Notices:                           PNC BANK, N.A.
-------------------

249 5th Avenue
Pittsburgh, Pennsylvania 15222
Attn: Mr. Doug King
                                               By:______________________________
Telecopy No. 412/762-6484                         Name:
                                                  Title:
Payment Office:
--------------

Two PNC Plaza/ Liberty Avenue.
Pittsburgh, Pennsylvania 15222
Attn: Ms. Anita Truchman

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

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%










                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]



<PAGE>


Address for Notices:                          WACHOVIA BANK, N.A.
-------------------

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Mr. Bill McCamey
                                              By:_______________________________
                                                 Name:
                                                 Title:
Telecopy No. (404)332-5016


Payment Office:
------- ------

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Ms. Sharon Westmoreland

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

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%










                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]


<PAGE>


Address for Notices:                         THE FIFTH THIRD BANK
-------------------

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Mr. Kevin J. Walter                    By:_______________________________
Telecopy No. 513/579-5226                       Name:  Kevin J. Walter
                                                Title: Large Corporate Banking
Payment Office:                                 Officer
--------------

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Ms. Megan Heisel

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

Line of Credit Commitment: $3,750,000.00

Pro Rata Share of Line of Credit Commitment: 5.00%










                      [SIGNATURE PAGE TO FIRST AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]


<PAGE>


Address for Notices:                         HIBERNIA NATIONAL BANK
-------------------

313 Carondelet Street
New Orleans, LA 70130
Attn: Ms. Kristie Peychaud
                                             By:_______________________________
Telecopy No. 504/533-5344                       Name:  Kristie Peychaud
                                                Title: Banking Officer
Payment Office:
--------------

313 Carondelet Street
New Orleans, LA 70130
Attn: Ms. Shelly Strada

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

Line of Credit Commitment: $3,750,000.00

Pro Rata Share of Line of Credit Commitment: 5.00%







                                      -94-

<PAGE>


                               SECOND AMENDMENT TO
                            LINE OF CREDIT AGREEMENT

         THIS  SECOND  AMENDMENT  TO  LINE  OF  CREDIT  AGREEMENT  (the  "Second
Amendment")  is made and entered  into as of May 29,  2000,  by and among HUGHES
SUPPLY,  INC.  ("Borrower"),  a Florida  corporation,  SUNTRUST  BANK, a Georgia
banking  corporation and successor by merger to SunTrust Bank,  Central Florida,
National Association, FIRST UNION NATIONAL BANK, a national banking association,
BANK OF AMERICA,  N.A., formerly known as NATIONSBANK,  N.A., a national banking
association,   SOUTHTRUST  BANK,  NATIONAL   ASSOCIATION,   a  national  banking
association, ABN AMRO BANK, N.V., a banking corporation organized under the laws
of the Netherlands,  PNC BANK, N.A., a national  banking  association,  WACHOVIA
BANK,  N.A., a national  banking  association,  THE FIFTH THIRD BANK, a national
banking  association  and such  other  financial  institutions  becoming a party
hereto  from time to time,  (individually,  a  "Lender"  and  collectively,  the
"Lenders"),  SUNTRUST  BANK,  as  administrative  agent for the Lenders (in such
capacity,   the   "Administrative   Agent"),   FIRST  UNION  NATIONAL  BANK,  as
documentation  agent  for the  Lenders  (in such  capacity,  the  "Documentation
Agent"),  BANK OF  AMERICA,  N.A.,  formerly  known  as  NATIONSBANK,  N.A.,  as
syndication  agent for the Lenders (in such capacity,  the "Syndication  Agent")
and SOUTHTRUST BANK, NATIONAL ASSOCIATION,  as Co-Agent for the Lenders (in such
capacity, the "Co-Agent").

                              W I T N E S S E T H:

         WHEREAS,  the Lenders,  the  Administrative  Agent,  the  Documentation
Agent,  the Syndication  Agent,  the Co-Agent and the Borrower are party to that
certain Line of Credit  Agreement  dated as of January 26,  1999,  as amended by
that certain First  Amendment to Line of Credit  Agreement dated as of September
29, 1999 (as so amended, the "Line of Credit Agreement"),  pursuant to which the
Lenders made available to Borrower  credit  facilities  subject to the terms and
conditions set forth therein; and

         WHEREAS,  the Lenders,  the  Administrative  Agent,  the  Documentation
Agent, the Syndication  Agent, the Co-Agent and the Borrower,  at the request of
the Borrower,  desire to extend the Line of Credit  Termination  Date to January
19, 2001.

         NOW, THEREFORE,  in consideration of the terms and conditions contained
herein, the parties hereto, intending to be legally bound, hereby amend the Line
of Credit Agreement and agree as follows:

         12. The Line of Credit  Agreement is hereby  amended by  replacing  the
definition of "Line of Credit  Termination Date" in Section 1.01 in its entirety
with the following:

               "Line of Credit  Termination  Date" shall mean the earlier of (i)
          January  19,  2001  and (ii)  the  date on  which  the Line of  Credit
          Commitments are terminated in accordance with Article VIII.


                                      -95-

<PAGE>


         13. The  effectiveness of this Second Amendment is conditioned upon the
Administrative  Agent's  receipt  of the  following,  each  dated as of the date
hereof,  in form and substance  reasonably  satisfactory  in all respects to the
Administrative Agent:

               (a) The  duly  executed  original  counterparts  of  this  Second
          Amendment;

               (b) The duly executed  Consent and Ratification of Guaranty (Line
          of Credit  Agreement),  dated as of the date hereof, by and among each
          of the Subsidiaries of Borrower, listed on the signature pages thereof
          and the Administrative Agent; and

               (c) Certificates of the Secretary or Assistant  Secretary of each
          of the  Credit  Parties  certifying  (i)  the  name,  title  and  true
          signature  of each  officer of such  entities  executing  this  Second
          Amendment and the other Credit Documents, (ii) that there have been no
          changes  to the  bylaws  or  comparable  governing  documents  of such
          entities since the delivery  thereof to the Lenders in connection with
          the Line of  Credit  Agreement  and that  such  bylaws  or  comparable
          governing  documents  remain in full  force and  effect as of the date
          hereof,  (iii) that there have been no changes to the  certificates or
          articles  of  incorporation  of each Credit  Party since the  delivery
          thereof to the Lenders in connection with the Line of Credit Agreement
          and that such certificates or articles of incorporation remain in full
          force and effect as of the date hereof;  and (iv) the  resolutions  of
          the board of directors of such entities  authorizing the  transactions
          contemplated   under  the  Second   Amendment  and  the  other  Credit
          Documents.

         14.  Borrower  represents  and warrants that, as of the date hereof and
after giving effect to the transactions contemplated by the Second Amendment and
the Credit Documents, (i) the assets of Borrower, at fair valuation and based on
their present fair  saleable  value,  will exceed  Borrower's  debts,  including
contingent  liabilities,  (ii) the  remaining  capital of  Borrower  will not be
unreasonably small to conduct Borrower's  business,  and (iii) Borrower will not
have incurred debts, or have intended to incur debts,  beyond its ability to pay
such debts as they  mature.  For  purposes of this  paragraph,  "debt" means any
liability on a claim, and "claim" means (a) the right to payment, whether or not
such right is reduced to judgment, liquidated,  unliquidated, fixed, contingent,
matured,  unmatured,   disputed,   undisputed,   legal,  equitable,  secured  or
unsecured,  or (b) the right to an equitable remedy for breach of performance if
such breach  gives rise to a right to  payment,  whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent,  matured, unmatured,
disputed, undisputed, secured or unsecured.

         15. Except as expressly  provided herein,  the Line of Credit Agreement
shall continue in full force and effect,  and the unamended terms and conditions
of the Line of Credit Agreement are expressly  incorporated  herein and ratified
and confirmed in all respects. This Second Amendment is not intended to be or to
create, nor shall it be construed as, a novation or an accord and satisfaction.

         16. From and after the date  hereof,  references  to the Line of Credit
Agreement shall be references to the Line of Credit Agreement as amended hereby.


                                      -96-

<PAGE>


         17. This Second Amendment  constitutes the entire agreement between the
parties hereto with respect to the subject  matter  hereof.  Neither this Second
Amendment nor any provision hereof may be changed, waived, discharged,  modified
or terminated orally, but only by an instrument in writing signed by the parties
required to be a party  thereto  pursuant to Section 10.02 of the Line of Credit
Agreement.

         18. THIS SECOND  AMENDMENT  SHALL BE GOVERNED IN ALL  RESPECTS  BY, AND
CONSTRUED  AND  ENFORCED IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF GEORGIA
(WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

         19.   This  Second   Amendment   may  be  executed  in  any  number  of
counterparts,  each of which shall be deemed to be an original and all of which,
taken  together,  shall  constitute  one and the  same  document,  and  shall be
effective as of the date first above written.

         20.  Borrower  shall  reimburse  the   Administrative   Agent  for  the
reasonable  fees  and  expenses  of  counsel  for the  Administrative  Agent  in
connection with this Second Amendment.



                                      -97-

<PAGE>


         IN  WITNESS   WHEREOF,   Borrower,   the   Administrative   Agent,  the
Documentation  Agent,  the  Syndication  Agent,  the  Co-Agent  and the Required
Lenders  have caused this Second  Amendment  to be executed as of the date first
above written.


Address for Notices:                      BORROWER:
-------------------

20 N. Orange Avenue                       HUGHES SUPPLY, INC.
Suite 200
Orlando, Florida 32801
Attention: J. Stephen Zepf                By:_______________________________
                                             J. Stephen Zepf
                                             Treasurer


                                          By:________________________________
                                             Ben Butterfield
                                             Secretary


                     [SIGNATURE PAGE TO SECOND AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]



<PAGE>

Address for Notices:                       SUNTRUST BANK, formerly known as
-------------------                        SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION,                      individually and as Administrative
200 S. Orange Avenue                       Agent
MC 2064
Orlando, Florida 32801
                                           By: ______________________________
Attn: Mr. William C. Barr                      William C. Barr, III
                                               Vice President
Telecopy No.  407/237-4076


Payment Office:
--------------

200 S. Orange Avenue
MC 2064
Orlando, Florida 32801

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

Line of Credit Commitment: $13,750,000.00

Pro Rata Share of Line of Credit Commitment: 18.33%










                     [SIGNATURE PAGE TO SECOND AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]



<PAGE>

Address for Notices:                     FIRST UNION NATIONAL BANK, individually
-------------------                      and as Documentation Agent

225 Water Street
4th Floor
Mail Code FL0060
Jacksonville, Florida 32202              By:_______________________________
Attn: Mr. Mike Carlin                       Name:
                                            Title:
Telecopy No. 904/361-3560


Payment Office:
--------------

100 S. Ashley Drive
Suite 1000
Mail Code FL4009
Tampa, Florida  32602
Attn: Ms. Mary Doonan

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

Line of Credit Commitment: $12,500,000.00

Pro Rata Share of Line of Credit Commitment: 16.67%










                     [SIGNATURE PAGE TO SECOND AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]


<PAGE>


Address for Notices:
-------------------
                                           BANK OF AMERICA, N.A., formerly known
individually and as                        as NATIONSBANK, N.A., Syndication
100 SE 2nd Street, 14th Floor              Agent
Miami, Florida 33131
Attn: Mr. Richard Starke
                                           By:_______________________________
Telecopy No.                                  Name:
                                              Title:

Payment Office:
--------------

Bank of America, N.A.
101 N. Tryon Street
Charlotte, North Carolina  28255
Attn: Ms. Deon Wright

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

Line of Credit Commitment: $12,500,000.00

Pro Rata Share of Line of Credit Commitment: 16.67%










                     [SIGNATURE PAGE TO SECOND AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]


<PAGE>


Address for Notices:                           SOUTHTRUST BANK, NATIONAL
-------------------                            ASSOCIATION, individually and
420 North 20th Street                          as Co-Agent
Birmingham, AL 35203
Attn: Florida Corporate Banking (Orlando)      By:______________________________
                                                  Name:
Telecopy No. 727/898-5319                         Title:

Payment Office:
--------------

P.O. Box 830716
Birmingham, AL 35283-0716
Attn: Ms. Joanne Gundling (727/825-2733)

Telecopy No. 727/898-5419

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

Line of Credit Commitment: $10,000,000.00

Pro Rata Share of Line of Credit Commitment: 13.33%










                     [SIGNATURE PAGE TO SECOND AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]



<PAGE>


Address for Notices:                           ABN AMRO BANK, N.V.
-------------------
Southwest Financial Center
200 S. Biscayne Boulevard, 22nd Floor
Miami, Florida 33131-5311
Attn: Ms. Deborah Day Orozco
                                               By:_____________________________
                                                  Name:
                                                  Title:
Telecopy No.  (305)372-2397

Payment Office:
--------------

335 Madison Avenue, 16th Floor
New York, New York 10017
Attn: Trade Services Department

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

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%










                     [SIGNATURE PAGE TO SECOND AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]



<PAGE>


Address for Notices:                       PNC BANK, N.A.
-------------------

249 5th Avenue
Pittsburgh, Pennsylvania 15222
Attn: Mr. Doug King
                                           By:_______________________________
Telecopy No. 412/762-6484                     Name:
                                              Title:
Payment Office:
--------------

Two PNC Plaza/ Liberty Avenue.
Pittsburgh, Pennsylvania 15222
Attn: Ms. Anita Truchman

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

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%










                     [SIGNATURE PAGE TO SECOND AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]



<PAGE>


Address for Notices:                           WACHOVIA BANK, N.A.
-------------------

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Mr. Bill McCamey
                                               By:______________________________
                                                  Name:
                                                  Title:
Telecopy No. (404)332-5016


Payment Office:
--------------

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Ms. Sharon Westmoreland

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

Line of Credit Commitment: $10,000,000.00

Pro Rata Share of Line of Credit Commitment: 13.33%










                     [SIGNATURE PAGE TO SECOND AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]



<PAGE>


Address for Notices:                       THE FIFTH THIRD BANK
-------------------

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Mr. Daniel Klus                      By:_______________________________
Telecopy No. 513/579-5226                     Name: Daniel Klus
                                              Title:
Payment Office:
--------------

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Ms. Amy Buquo

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

Line of Credit Commitment: $3,750,000.00

Pro Rata Share of Line of Credit Commitment: 5.00%











                                     -107-

<PAGE>

                               THIRD AMENDMENT TO
                            LINE OF CREDIT AGREEMENT

         THIS THIRD AMENDMENT TO LINE OF CREDIT AGREEMENT (this  "Amendment") is
made and entered  into as December 13, 2000,  by and among HUGHES  SUPPLY,  INC.
("Borrower"),   a  Florida   corporation,   SUNTRUST  BANK,  a  Georgia  banking
corporation and successor by merger to SunTrust Bank, Central Florida,  National
Association,  BANK OF AMERICA,  N.A.,  formerly  known as  NationsBank,  N.A., a
national banking association,  SOUTHTRUST BANK, an Alabama corporation, formerly
known as  SouthTrust  Bank,  N.A.,  ABN AMRO BANK,  N.V., a banking  corporation
organized under the laws of the Netherlands,  PNC BANK, N.A., a national banking
association,  WACHOVIA BANK,  N.A., a national  banking  association,  THE FIFTH
THIRD  BANK,  a  national   banking   association,   and  such  other  financial
institutions becoming a party hereto from time to time (individually, a "Lender"
and collectively, the "Lenders"), SUNTRUST BANK, as administrative agent for the
Lenders (in such capacity,  the "Administrative  Agent"), BANK OF AMERICA, N.A.,
as  syndication  agent  for the  Lenders  (in such  capacity,  the  "Syndication
Agent"), and SOUTHTRUST BANK, as Co-Agent for the Lenders (in such capacity, the
"Co-Agent").


                              W I T N E S S E T H:

         WHEREAS, the Lenders, the Administrative  Agent, the Syndication Agent,
the Co-Agent and the Borrower are party to that certain Line of Credit Agreement
dated as of January 26, 1999, as amended by that certain First Amendment to Line
of Credit  Agreement  dated as of  September  29, 1999 and that  certain  Second
Amendment to Line of Credit  Agreement  dated as of May 29, 2000 (as so amended,
and as further amended, restated, supplemented, or otherwise modified, the "Line
of Credit Agreement"),  pursuant to which the Lenders made available to Borrower
credit facilities subject to the terms and conditions set forth therein; and

         WHEREAS, the Lenders, the Administrative  Agent, the Syndication Agent,
the Co-Agent and the Borrower, at the request of the Borrower,  desire to extend
the Line of Credit Termination Date to July 17, 2001.

         NOW, THEREFORE,  in consideration of the terms and conditions contained
herein, the parties hereto, intending to be legally bound, hereby amend the Line
of Credit Agreement and agree as follows:


                                  A. AMENDMENT

         1. The Line of Credit  Agreement  is hereby  amended by  replacing  the
definition of "Line of Credit  Termination Date" in Section 1.01 in its entirety
with the following:


                                    -108-
<PAGE>



               "Line of Credit  Termination  Date" shall mean the earlier of (i)
          July  17,  2001,  and  (ii)  the  date on  which  the  Line of  Credit
          Commitments are terminated in accordance with Article VIII.


                         B. CONDITIONS TO EFFECTIVENESS

         The   effectiveness   of  this  Amendment  is   conditioned   upon  the
Administrative  Agent's  receipt  of the  following,  each  dated as of the date
hereof,  in form and substance  reasonably  satisfactory  in all respects to the
Administrative Agent:

         (a) The duly executed original counterparts of this Amendment; and

         (b) The duly executed  Consent and  Ratification  of Guaranty  (Line of
Credit  Agreement),  dated  as of the  date  hereof,  by and  among  each of the
Subsidiaries  of  Borrower,  listed  on the  signature  pages  thereof  and  the
Administrative Agent.


                                C. MISCELLANEOUS

         21.  Borrower  represents and warrants that after giving effect to this
Amendment and the transactions  contemplated  hereby, all of the representations
and warranties  set forth in Article V of the Line of Credit  Agreement are true
and  correct in all  material  respects  and no Default or Event of Default  has
occurred and is continuing as of the date hereof.

         22. Except as expressly  provided herein,  the Line of Credit Agreement
shall continue in full force and effect,  and the unamended terms and conditions
of the Line of Credit Agreement are expressly  incorporated  herein and ratified
and  confirmed  in all  respects.  This  Amendment  is not  intended to be or to
create, nor shall it be construed as, a novation or an accord and satisfaction.

         23. From and after the date  hereof,  references  to the Line of Credit
Agreement shall be references to the Line of Credit Agreement as amended hereby.

         24. This Amendment constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof. Neither this Amendment nor any
provision  hereof may be changed,  waived,  discharged,  modified or  terminated
orally,  but only by an instrument in writing signed by the parties  required to
be a party thereto pursuant to Section 10.02 of the Line of Credit Agreement.

         25. THIS AMENDMENT  SHALL BE GOVERNED IN ALL RESPECTS BY, AND CONSTRUED
AND  ENFORCED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF GEORGIA  (WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).


                                     -109-

<PAGE>


         26. This Amendment may be executed in any number of counterparts,  each
of which shall be deemed to be an  original  and all of which,  taken  together,
shall  constitute  one and the same  document,  and shall be effective as of the
date first above written.

         27.  Borrower  shall  reimburse  the   Administrative   Agent  for  the
reasonable  fees  and  expenses  of  counsel  for the  Administrative  Agent  in
connection with this Amendment.


                                     -110-

<PAGE>


         IN  WITNESS  WHEREOF,  the  Borrower,  the  Administrative  Agent,  the
Syndication  Agent,  the  Co-Agent  and the  Required  Lenders  have caused this
Amendment to be executed as of the date first above written.


Address for Notices:                    BORROWER:
-------------------

20 N. Orange Avenue                     HUGHES SUPPLY, INC.
Suite 200
Orlando, Florida 32801
Attention: J. Stephen Zepf              By:_______________________________
                                           J. Stephen Zepf
                                           Treasurer


                                        Attest:________________________________
                                               Ben Butterfield
                                               Secretary



                      [SIGNATURE PAGE TO THIRD AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]

<PAGE>


Address for Notices:                           SUNTRUST BANK, formerly known as
-------------------                            SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION,                          individually and as
200 S. Orange Avenue                           Administrative Agent
MC 2064
Orlando, Florida 32801
                                               By: ____________________________
Attn: Mr. William C. Barr                          William C. Barr, III
                                                   Vice President
Telecopy No.  407/237-4076


Payment Office:
--------------

200 S. Orange Avenue
MC 2064
Orlando, Florida 32801

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

Line of Credit Commitment: $13,750,000.00

Pro Rata Share of Line of Credit Commitment: 18.33%










                      [SIGNATURE PAGE TO THIRD AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]




<PAGE>


Address for Notices:
-------------------                        BANK OF AMERICA, N.A., formerly known
                                           as NATIONSBANK, N.A., individually
100 SE 2nd Street, 14th Floor              and as Syndication Agent
Miami, Florida 33131
Attn: Mr. Richard Starke
                                           By:_______________________________
Telecopy No.                                  Name:
                                              Title:

Payment Office:
--------------

Bank of America, N.A.
101 N. Tryon Street
Charlotte, North Carolina  28255
Attn: Ms. Deon Wright

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

Line of Credit Commitment: $25,000,000.00

Pro Rata Share of Line of Credit Commitment: 33.34%










                      [SIGNATURE PAGE TO THIRD AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]




<PAGE>


Address for Notices:                         SOUTHTRUST BANK, formerly known as
-------------------                          SouthTrust Bank, N.A., individually
                                             and as Co-Agent
420 North 20th Street
Birmingham, AL 35203
Attn: Florida Corporate Banking (Orlando)    By:_______________________________
                                                Name:
Telecopy No. 727/898-5319                       Title:

Payment Office:
--------------

P.O. Box 830716
Birmingham, AL 35283-0716
Attn: Ms. Joanne Gundling (727/825-2733)

Telecopy No. 727/898-5419

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

Line of Credit Commitment: $10,000,000.00

Pro Rata Share of Line of Credit Commitment: 13.33%










                      [SIGNATURE PAGE TO THIRD AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]




<PAGE>


Address for Notices:                          ABN AMRO BANK, N.V.
-------------------
Southwest Financial Center
200 S. Biscayne Boulevard, 22nd Floor
Miami, Florida 33131-5311
Attn: Ms. Deborah Day Orozco
                                              By:_______________________________
                                                 Name:
                                                 Title:
Telecopy No.  (305)372-2397

Payment Office:
--------------

335 Madison Avenue, 16th Floor
New York, New York 10017
Attn: Trade Services Department

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

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%










                      [SIGNATURE PAGE TO THIRD AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]




<PAGE>


Address for Notices:                          PNC BANK, N.A.
-------------------

249 5th Avenue
Pittsburgh, Pennsylvania 15222
Attn: Mr. Doug King
                                              By:_______________________________
Telecopy No. 412/762-6484                        Name:
                                                 Title:
Payment Office:
--------------

Two PNC Plaza/ Liberty Avenue.
Pittsburgh, Pennsylvania 15222
Attn: Ms. Anita Truchman

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

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%










                      [SIGNATURE PAGE TO THIRD AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]




<PAGE>


Address for Notices:                         WACHOVIA BANK, N.A.
-------------------

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Mr. Bill McCamey                       By:_______________________________
                                                Name:
                                                Title:
Telecopy No. (404)332-5016


Payment Office:
--------------

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Ms. Sharon Westmoreland

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

Line of Credit Commitment: $10,000,000.00

Pro Rata Share of Line of Credit Commitment: 13.33%









                      [SIGNATURE PAGE TO THIRD AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]




<PAGE>


Address for Notices:                        THE FIFTH THIRD BANK
-------------------

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Mr. Daniel Klus                       By:_______________________________
Telecopy No. 513/579-5226                      Name: Daniel Klus
                                               Title:
Payment Office:
--------------

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Ms. Amy Buquo

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

Line of Credit Commitment: $3,750,000.00

Pro Rata Share of Line of Credit Commitment: 5.00%








                                     -119-

<PAGE>


                  FOURTH AMENDMENT TO LINE OF CREDIT AGREEMENT

         THIS FOURTH AMENDMENT TO LINE OF CREDIT AGREEMENT (this "Amendment") is
made and entered  into as December 20, 2000,  by and among HUGHES  SUPPLY,  INC.
("Borrower"),   a  Florida   corporation,   SUNTRUST  BANK,  a  Georgia  banking
corporation and successor by merger to SunTrust Bank, Central Florida,  National
Association,  BANK OF AMERICA,  N.A.,  formerly  known as  NationsBank,  N.A., a
national banking association,  SOUTHTRUST BANK, an Alabama corporation, formerly
known as  SouthTrust  Bank,  N.A.,  ABN AMRO BANK,  N.V., a banking  corporation
organized under the laws of the Netherlands,  PNC BANK, N.A., a national banking
association,  WACHOVIA BANK,  N.A., a national  banking  association,  THE FIFTH
THIRD  BANK,  a  national   banking   association,   and  such  other  financial
institutions becoming a party hereto from time to time (individually, a "Lender"
and collectively, the "Lenders"), SUNTRUST BANK, as administrative agent for the
Lenders (in such capacity,  the "Administrative  Agent"), BANK OF AMERICA, N.A.,
as  syndication  agent  for the  Lenders  (in such  capacity,  the  "Syndication
Agent"), and SOUTHTRUST BANK, as Co-Agent for the Lenders (in such capacity, the
"Co-Agent").


                              W I T N E S S E T H:

         WHEREAS, the Lenders, the Administrative  Agent, the Syndication Agent,
the Co-Agent and the Borrower are party to that certain Line of Credit Agreement
dated as of January 26, 1999, as amended by that certain First Amendment to Line
of  Credit  Agreement  dated as of  September  29,  1999,  that  certain  Second
Amendment to Line of Credit Agreement dated as of May 29, 2000, and that certain
Third Amendment to Line of Credit Agreement dated as of December __, 2000 (as so
amended, and as further amended, restated,  supplemented, or otherwise modified,
the "Line of Credit Agreement"), pursuant to which the Lenders made available to
Borrower  credit  facilities  subject  to the  terms  and  conditions  set forth
therein; and

         WHEREAS, the Lenders, the Administrative  Agent, the Syndication Agent,
the Co-Agent and the Borrower,  at the request of the Borrower,  desire to amend
certain  terms of the Line of Credit  Agreement,  all as more  particularly  set
forth below..

         NOW, THEREFORE,  in consideration of the terms and conditions contained
herein, the parties hereto, intending to be legally bound, hereby amend the Line
of Credit Agreement and agree as follows:

                                  A. AMENDMENTS

         1. Section 7.01 of the Credit Agreement is hereby amended by adding the
following subsections (h) and (i) in order:

               (h)  Indebtedness  consisting  of (x) Series A Senior Notes dated
          December 21,

                                     -120-

<PAGE>

          2000 due November 30, 2003, with an average life of three years in the
          aggregate  amount of $19,000,000  with an interest rate of 8.27%;  (y)
          Series B Senior  Notes dated  December 21, 2000 due November 30, 2005,
          with an  average  life of  three  years  in the  aggregate  amount  of
          $28,000,000  with an interest  rate of 8.27%;  and (z) Series C Senior
          Notes dated  December 21, 2000 due November 30, 2007,  with an average
          life of five years in the  aggregate  amount of  $103,000,000  with an
          interest rate of 8.42%;

               (i)  Indebtedness  incurred  in  connection  with  financing  the
          construction  of the Borrower's new branch located in Miami,  Florida;
          provided that the aggregate principal amount of Indebtedness  incurred
          in connection with the Miami branch does not exceed  $15,000,000;  and
          Indebtedness incurred in connection with financing the construction of
          the Borrower's headquarters located in Orlando, Florida; provided that
          the aggregate principal amount of Indebtedness  incurred in connection
          with the Orlando headquarters does not exceed $25,000,000.

         2. Section 7.02 of the Revolving  Credit Agreement is hereby amended by
replacing  subsection  (f) with the  following  subsection  (f) and  adding  the
following subsection (g) in order:

               (f) any Lien on any property securing  Indebtedness  described in
          Section 7.01(i), incurred for the purpose of financing all or any part
          of the construction cost of such property and any refinancing thereof;
          provided that such Lien does not extend to any other property;

               (g) Liens (other than those  permitted by paragraphs  (a) through
          (f) of this Section 7.02) encumbering assets having an Asset Value not
          greater than $20,000,000 in the aggregate at any one time.


                                B. MISCELLANEOUS

         28.  Borrower  represents and warrants that after giving effect to this
Amendment and the transactions  contemplated  hereby, all of the representations
and warranties  set forth in Article V of the Line of Credit  Agreement are true
and  correct in all  material  respects  and no Default or Event of Default  has
occurred and is continuing as of the date hereof.

         29. Except as expressly  provided herein,  the Line of Credit Agreement
shall continue in full force and effect,  and the unamended terms and conditions
of the Line of Credit Agreement are expressly  incorporated  herein and ratified
and  confirmed  in all  respects.  This  Amendment  is not  intended to be or to
create, nor shall it be construed as, a novation or an accord and satisfaction.

         30. From and after the date  hereof,  references  to the Line of Credit
Agreement shall be references to the Line of Credit Agreement as amended hereby.

         31. This Amendment constitutes the entire agreement between the parties
hereto with

                                     -121-

<PAGE>


respect to the subject matter  hereof.  Neither this Amendment nor any provision
hereof may be changed,  waived,  discharged,  modified or terminated orally, but
only by an  instrument in writing  signed by the parties  required to be a party
thereto pursuant to Section 10.02 of the Line of Credit Agreement.

         32. THIS AMENDMENT  SHALL BE GOVERNED IN ALL RESPECTS BY, AND CONSTRUED
AND  ENFORCED  IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF GEORGIA  (WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF).

         33. This Amendment may be executed in any number of counterparts,  each
of which shall be deemed to be an  original  and all of which,  taken  together,
shall  constitute  one and the same  document,  and shall be effective as of the
date first above written.

         34.  Borrower  shall  reimburse  the   Administrative   Agent  for  the
reasonable  fees  and  expenses  of  counsel  for the  Administrative  Agent  in
connection with this Amendment.


                                     -122-

<PAGE>


         IN  WITNESS  WHEREOF,  the  Borrower,  the  Administrative  Agent,  the
Syndication  Agent,  the  Co-Agent  and the  Required  Lenders  have caused this
Amendment to be executed as of the date first above written.


Address for Notices:                      BORROWER:
-------------------

20 N. Orange Avenue                       HUGHES SUPPLY, INC.
Suite 200
Orlando, Florida 32801
Attention: J. Stephen Zepf                By:___________________________________
                                             J. Stephen Zepf
                                             Treasurer


                                          Attest:_______________________________
                                                 Ben Butterfield
                                                 Secretary










                     [SIGNATURE PAGE TO FOURTH AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]


<PAGE>


Address for Notices:                          SUNTRUST BANK, formerly known as
-------------------                           SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION,                         individually and as
200 S. Orange Avenue                          Administrative Agent
MC 2064
Orlando, Florida 32801
                                              By: ______________________________
Attn: Mr. William C. Barr                         William C. Barr, III
                                                  Vice President
Telecopy No.  407/237-4076


Payment Office:
--------------

200 S. Orange Avenue
MC 2064
Orlando, Florida 32801

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

Line of Credit Commitment: $13,750,000.00

Pro Rata Share of Line of Credit Commitment: 18.33%










                     [SIGNATURE PAGE TO FOURTH AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]

<PAGE>


Address for Notices:
-----------------
                                             BANK OF AMERICA, N.A., formerly
                                             known as NATIONSBANK, N.A.,
100 SE 2nd Street, 14th Floor                individually and as Syndication
Miami, Florida 33131                         Agent
Attn: Mr. Richard Starke
                                             By:_______________________________
Telecopy No.                                    Name:
                                                Title:

Payment Office:
--------------

Bank of America, N.A.
101 N. Tryon Street
Charlotte, North Carolina  28255
Attn: Ms. Deon Wright

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

Line of Credit Commitment: $25,000,000.00

Pro Rata Share of Line of Credit Commitment: 33.34%










                     [SIGNATURE PAGE TO FOURTH AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]


<PAGE>


Address for Notices:                           SOUTHTRUST BANK, formerly known
-----------------                              as SouthTrust Bank, N.A.,
                                               individually and as Co-Agent
420 North 20th Street
Birmingham, AL 35203
Attn: Florida Corporate Banking (Orlando)      By:______________________________
                                                  Name:
Telecopy No. 727/898-5319                         Title:


Payment Office:
--------------

P.O. Box 830716
Birmingham, AL 35283-0716
Attn: Ms. Joanne Gundling (727/825-2733)

Telecopy No. 727/898-5419

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

Line of Credit Commitment: $10,000,000.00

Pro Rata Share of Line of Credit Commitment: 13.33%










                     [SIGNATURE PAGE TO FOURTH AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]


<PAGE>


Address for Notices:
-------------------
                                               ABN AMRO BANK, N.V.

208 South LaSalle Street, Suite 1500
Chicago, Illinois 60604
Attn:  Credit Administration                   By:______________________________
Telecopy No. 312/992-5111                         Name:
                                                  Title:

and
                                               By:______________________________
One Ravinia Drive, Suite 1200                     Name:
Atlanta, Georgia  30346                           Title:
Attn:  Mr. Pat Fischer
Telecopy No. 770/399-7397


Payment Office:
--------------

208 South LaSalle Street, Suite 1500
Chicago, Illinois 60604
Attn:  Loan Administration

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

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%










                     [SIGNATURE PAGE TO FOURTH AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]


<PAGE>


Address for Notices:                          PNC BANK, N.A.
-------------------

249 5th Avenue
Pittsburgh, Pennsylvania 15222
Attn: Mr. Doug King
                                              By:______________________________
Telecopy No. 412/762-6484                        Name:
                                                 Title:
Payment Office:
--------------

Two PNC Plaza/ Liberty Avenue.
Pittsburgh, Pennsylvania 15222
Attn: Ms. Anita Truchman

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

Line of Credit Commitment: $6,250,000.00

Pro Rata Share of Line of Credit Commitment: 8.33%










                     [SIGNATURE PAGE TO FOURTH AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]


<PAGE>


Address for Notices:                            WACHOVIA BANK, N.A.
-----------------

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Mr. Bill McCamey
                                                By:_____________________________
                                                   Name:
                                                   Title:
Telecopy No. (404)332-5016


Payment Office:
--------------

191 Peachtree Street, 29th Floor
Atlanta, Georgia 30303
Attn: Ms. Sharon Westmoreland

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

Line of Credit Commitment: $10,000,000.00

Pro Rata Share of Line of Credit Commitment: 13.33%










                     [SIGNATURE PAGE TO FOURTH AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]


<PAGE>


Address for Notices:                         THE FIFTH THIRD BANK
------------------

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Mr. Daniel Klus
                                             By:_______________________________
Telecopy No. 513/579-5226                       Name: Daniel Klus
                                                Title:
Payment Office:
--------------

MD 109054
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Attn: Ms. Amy Buquo

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

Line of Credit Commitment: $3,750,000.00

Pro Rata Share of Line of Credit Commitment: 5.00%










                     [SIGNATURE PAGE TO FOURTH AMENDMENT TO
                            LINE OF CREDIT AGREEMENT]