EXHIBIT 10.1


                           REVOLVING CREDIT AGREEMENT

                          DATED AS OF NOVEMBER 21, 2002

                                      AMONG

                         SWIFT TRANSPORTATION CO., INC.,
                       an Arizona corporation, as Borrower


                         SWIFT TRANSPORTATION CO., INC.,
                        a Nevada corporation, as Holdings


                   THE LENDERS FROM TIME TO TIME PARTY HERETO


                                  SUNTRUST BANK
                            as Administrative Agent,

                           WELLS FARGO BANK, N.A. AND
                          KEYBANK NATIONAL ASSOCIATION
                            as Co-Syndication Agents,

                                       and

                       U.S. BANK NATIONAL ASSOCIATION AND
                        LASALLE BANK NATIONAL ASSOCIATION
                           as Co-Documentation Agents


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


                   SUNTRUST ROBINSON HUMPHREY CAPITAL MARKETS,
                  A DIVISION OF SUNTRUST CAPITAL MARKETS, INC.,
                        as Lead Arranger and Book Manager
<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
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ARTICLE I        DEFINITIONS; CONSTRUCTION.....................................1

  SECTION 1.1.   DEFINITIONS...................................................1
  SECTION 1.2.   CLASSIFICATIONS OF LOANS AND BORROWINGS......................21
  SECTION 1.3.   ACCOUNTING TERMS AND DETERMINATION...........................21
  SECTION 1.4.   TERMS GENERALLY..............................................21

ARTICLE II       AMOUNT AND TERMS OF THE COMMITMENTS..........................22

  SECTION 2.1.   GENERAL DESCRIPTION OF FACILITIES............................22
  SECTION 2.2.   REVOLVING LOANS..............................................22
  SECTION 2.3.   PROCEDURE FOR REVOLVING BORROWINGS...........................22
  SECTION 2.4.   INCREASE OF COMMITMENTS; ADDITIONAL LENDERS..................23
  SECTION 2.5.   SWINGLINE COMMITMENT.........................................24
  SECTION 2.6.   PROCEDURE FOR SWINGLINE BORROWING; ETC.......................24
  SECTION 2.7.   FUNDING OF BORROWINGS........................................25
  SECTION 2.8.   INTEREST ELECTIONS...........................................26
  SECTION 2.9.   OPTIONAL REDUCTION AND TERMINATION OF COMMITMENTS............27
  SECTION 2.10.  REPAYMENT OF LOANS...........................................27
  SECTION 2.11.  EVIDENCE OF INDEBTEDNESS.....................................28
  SECTION 2.12.  OPTIONAL PREPAYMENTS.........................................28
  SECTION 2.13.  INTENTIONALLY OMITTED........................................29
  SECTION 2.14.  INTEREST ON LOANS............................................29
  SECTION 2.15.  FEES.........................................................30
  SECTION 2.16.  COMPUTATION OF INTEREST AND FEES.............................30
  SECTION 2.17.  INABILITY TO DETERMINE INTEREST RATES........................31
  SECTION 2.18.  ILLEGALITY...................................................31
  SECTION 2.19.  INCREASED COSTS..............................................32
  SECTION 2.20.  FUNDING INDEMNITY............................................33
  SECTION 2.21.  TAXES........................................................33
  SECTION 2.22.  PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS..35
  SECTION 2.23.  MITIGATION OF OBLIGATIONS....................................36
  SECTION 2.24.  LETTERS OF CREDIT............................................36
  SECTION 2.25.  EXTENSION OF COMMITMENT TERMINATION DATE.....................41

ARTICLE III      CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT..........42

  SECTION 3.1.   CONDITIONS TO EFFECTIVENESS..................................42
  SECTION 3.2.   EACH CREDIT EVENT............................................44
  SECTION 3.3.   DELIVERY OF DOCUMENTS........................................44

ARTICLE IV       REPRESENTATIONS AND WARRANTIES...............................44

  SECTION 4.1.   EXISTENCE; POWER.............................................44
  SECTION 4.2.   ORGANIZATIONAL POWER; AUTHORIZATION..........................45
  SECTION 4.3.   GOVERNMENTAL APPROVALS; NO CONFLICTS.........................45
  SECTION 4.4.   FINANCIAL STATEMENTS.........................................45
  SECTION 4.5.   LITIGATION AND ENVIRONMENTAL MATTERS.........................45

                                       -i-
<PAGE>
  SECTION 4.6.   COMPLIANCE WITH LAWS AND AGREEMENTS..........................46
  SECTION 4.7.   INVESTMENT COMPANY ACT, ETC..................................46
  SECTION 4.8.   TAXES........................................................46
  SECTION 4.9.   MARGIN REGULATIONS...........................................46
  SECTION 4.10.  ERISA........................................................47
  SECTION 4.11.  OWNERSHIP OF PROPERTY........................................47
  SECTION 4.12.  DISCLOSURE...................................................47
  SECTION 4.13.  LABOR RELATIONS..............................................48
  SECTION 4.14.  SUBSIDIARIES.................................................48
  SECTION 4.15.  INTENTIONALLY OMITTED........................................48
  SECTION 4.16.  INSOLVENCY...................................................48

ARTICLE V        AFFIRMATIVE COVENANTS........................................48

  SECTION 5.1.   FINANCIAL STATEMENTS AND OTHER INFORMATION...................48
  SECTION 5.2.   NOTICES OF MATERIAL EVENTS...................................49
  SECTION 5.3.   EXISTENCE; CONDUCT OF BUSINESS...............................50
  SECTION 5.4.   COMPLIANCE WITH LAWS, ETC....................................50
  SECTION 5.5.   PAYMENT OF OBLIGATIONS.......................................50
  SECTION 5.6.   BOOKS AND RECORDS............................................51
  SECTION 5.7.   VISITATION, INSPECTION, ETC..................................51
  SECTION 5.8.   MAINTENANCE OF PROPERTIES; INSURANCE.........................51
  SECTION 5.9.   USE OF PROCEEDS AND LETTERS OF CREDIT........................51
  SECTION 5.10.  ADDITIONAL SUBSIDIARIES......................................51

ARTICLE VI       FINANCIAL COVENANTS..........................................52

  SECTION 6.1.   LEVERAGE RATIO...............................................53
  SECTION 6.2.   FIXED CHARGE COVERAGE RATIO..................................53
  SECTION 6.3.   CONSOLIDATED TANGIBLE NET WORTH..............................53

ARTICLE VII      NEGATIVE COVENANTS...........................................53

  SECTION 7.1.   INDEBTEDNESS AND PREFERRED EQUITY............................53
  SECTION 7.2.   NEGATIVE PLEDGE..............................................55
  SECTION 7.3.   FUNDAMENTAL CHANGES..........................................55
  SECTION 7.4.   INVESTMENTS, LOANS, ETC......................................56
  SECTION 7.5.   RESTRICTED PAYMENTS..........................................57
  SECTION 7.6.   SALE OF ASSETS...............................................58
  SECTION 7.7.   TRANSACTIONS WITH AFFILIATES.................................58
  SECTION 7.8.   RESTRICTIVE AGREEMENTS.......................................59
  SECTION 7.9.   INTENTIONALLY OMITTED........................................59
  SECTION 7.10.  HEDGING TRANSACTIONS.........................................59
  SECTION 7.10.  HEDGING TRANSACTIONS TC......................................59
  SECTION 7.11.  ACCOUNTING CHANGES...........................................59

ARTICLE VIII     EVENTS OF DEFAULT............................................59

  SECTION 8.1.   EVENTS OF DEFAULT............................................59

                                      -ii-
<PAGE>
ARTICLE IX       THE ADMINISTRATIVE AGENT.....................................62

  SECTION 9.1.   APPOINTMENT OF ADMINISTRATIVE AGENT..........................62
  SECTION 9.2.   NATURE OF DUTIES OF ADMINISTRATIVE AGENT.....................62
  SECTION 9.3.   LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT.................63
  SECTION 9.4.   CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT...................63
  SECTION 9.5.   RELIANCE BY ADMINISTRATIVE AGENT.............................64
  SECTION 9.6.   THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY..........64
  SECTION 9.7.   SUCCESSOR ADMINISTRATIVE AGENT...............................64
  SECTION 9.8.   AUTHORIZATION TO EXECUTE OTHER LOAN DOCUMENTS................65

ARTICLE X        MISCELLANEOUS................................................65

  SECTION 10.1.  NOTICES......................................................65
  SECTION 10.2.  WAIVER; AMENDMENTS...........................................66
  SECTION 10.3.  EXPENSES; INDEMNIFICATION....................................67
  SECTION 10.4.  SUCCESSORS AND ASSIGNS.......................................69
  SECTION 10.5.  GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS...71
  SECTION 10.6.  WAIVER OF JURY TRIAL.........................................72
  SECTION 10.7.  RIGHT OF SETOFF..............................................72
  SECTION 10.8.  COUNTERPARTS; INTEGRATION....................................72
  SECTION 10.9.  SURVIVAL.....................................................73
  SECTION 10.10. SEVERABILITY.................................................73
  SECTION 10.11. CONFIDENTIALITY..............................................73
  SECTION 10.12. INTEREST RATE LIMITATION.....................................74
  SECTION 10.13. WAIVER OF EFFECT OF CORPORATE SEAL...........................74

                                     -iii-
<PAGE>
ANNEX I             -    Revolving Commitments

SCHEDULES
  Schedule I        -    Applicable Margin and Applicable Percentage
  Schedule 1.1      -    Existing Letters of Credit
  Schedule 4.5      -    Environmental Matters
  Schedule 4.14     -    Subsidiaries
  Schedule 7.1      -    Outstanding Indebtedness
  Schedule 7.2      -    Existing Liens
  Schedule 7.4      -    Existing Investments

EXHIBITS

  Exhibit A         -    Form of Revolving Credit Note
  Exhibit B              Form of Swingline Note
  Exhibit C         -    Form of Assignment and Acceptance

  Exhibit 2.3       -    Form of Notice of Revolving Borrowing
  Exhibit 2.6       -    Form of Notice of Swingline Borrowing
  Exhibit 2.8       -    Form of Continuation/Conversion

                                      -iv-
<PAGE>
                           REVOLVING CREDIT AGREEMENT

THIS REVOLVING CREDIT  AGREEMENT (this  "AGREEMENT") is made and entered into as
of November 21, 2002, by and among SWIFT  TRANSPORTATION  CO.,  INC., an Arizona
corporation  (the  "BORROWER"),   SWIFT   TRANSPORTATION  CO.,  INC.,  a  Nevada
corporation ("HOLDINGS"), the several banks and other financial institutions and
lenders from time to time party hereto (the  "LENDERS"),  SUNTRUST  BANK, in its
capacity as Administrative Agent for the Lenders (the  "ADMINISTRATIVE  AGENT"),
as issuing bank (the  "ISSUING  BANK") and as swingline  lender (the  "SWINGLINE
LENDER"),   WELLS  FARGO  BANK,  N.A.  and  KEYBANK   NATIONAL   ASSOCIATION  as
Co-Syndication  Agents and U.S.  BANK  NATIONAL  ASSOCIATION  and  LASALLE  BANK
NATIONAL ASSOCIATION as Co-Documentation Agents.

                              W I T N E S S E T H:

          WHEREAS,  the  Borrower  has  requested  that the Lenders  establish a
$300,000,000 revolving credit facility in favor of the Borrower;

          WHEREAS,  subject to the terms and conditions of this  Agreement,  the
Lenders,  the  Issuing  Bank and the  Swingline  Lender  to the  extent of their
respective Commitments as defined herein, are willing severally to establish the
requested  revolving  credit  facility,  letter  of credit  subfacility  and the
swingline subfacility in favor of the Borrower.

          NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
covenants  herein  contained,   the  Borrower,   Holdings,   the  Lenders,   the
Administrative  Agent,  the  Issuing  Bank  and the  Swingline  Lender  agree as
follows:

                                    ARTICLE I

                            DEFINITIONS; CONSTRUCTION

          SECTION  1.1.  DEFINITIONS.  In addition  to the other  terms  defined
herein, the following terms used herein shall have the meanings herein specified
(to be equally  applicable  to both the  singular  and plural forms of the terms
defined):

          "ADJUSTED LIBO RATE" shall mean,  with respect to each Interest Period
for a Eurodollar  Borrowing,  the rate per annum  obtained by dividing (i) LIBOR
for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar
Reserve Percentage.

          "ADMINISTRATIVE AGENT" shall have the meaning assigned to such term in
the opening paragraph hereof.

          "ADMINISTRATIVE  QUESTIONNAIRE"  shall  mean,  with  respect  to  each
Lender,   an   administrative   questionnaire   in  the  form  prepared  by  the
Administrative Agent and submitted to the Administrative Agent duly completed by
such Lender.

          "AFFILIATE"  shall  mean,  as to any  Person,  any other  Person  that
directly,  or  indirectly  through  one or  more  intermediaries,  Controls,  is
Controlled by, or is under common Control with, such Person. For the purposes of
<PAGE>
this definition,  "Control" shall mean the power, directly or indirectly, either
to (i) vote 50% or more of the securities  having  ordinary voting power for the
election of directors (or persons  performing  similar functions) of a Person or
(ii) direct or cause the direction of the  management  and policies of a Person,
whether  through the ability to exercise  voting power, by control or otherwise.
The terms  "Controlling",  "Controlled by", and "under common Control with" have
the meanings correlative thereto.

          "AGGREGATE  REVOLVING  COMMITMENT  AMOUNT"  shall  mean the  aggregate
principal  amount of the Aggregate  Revolving  Commitments from time to time. On
the Closing Date, the Aggregate Revolving Commitment Amount equals $255,000,000.

          "AGGREGATE  REVOLVING  COMMITMENTS"  shall  mean,  collectively,   all
Revolving Commitments of all Lenders at any time outstanding.

          "AGGREGATE  SUBSIDIARY  THRESHOLD"  means an  amount  equal to  ninety
percent  (90%) of the total  consolidated  revenue or assets of Holdings and its
Subsidiaries   (excluding  all  SPE   Subsidiaries   that  are  prohibited  from
guaranteeing the Obligations under their organizational  documents) for the most
recent  Fiscal  Quarter  as  shown on the  financial  statements  most  recently
delivered or required to be delivered  pursuant to SECTION 5.1(A) or (B), as the
case may be.

          "APPLICABLE  LENDING  OFFICE" shall mean, for each Lender and for each
Type of Loan,  the  "Lending  Office" of such  Lender (or an  Affiliate  of such
Lender)  designated  for such Type of Loan in the  Administrative  Questionnaire
submitted by such Lender or such other office of such Lender (or an Affiliate of
such Lender) as such Lender may from time to time specify to the  Administrative
Agent and the  Borrower  as the office by which its Loans of such Type are to be
made and maintained.

          "APPLICABLE  MARGIN"  shall  mean,  with  respect to  interest  on all
Revolving Loans outstanding on any date or the letter of credit fee, as the case
may be, a percentage per annum  designated for  Eurodollar  loans  determined by
reference to the  applicable  Leverage  Ratio from time to time in effect as set
forth on SCHEDULE I; PROVIDED,  that a change in the Applicable Margin resulting
from a change in the Leverage  Ratio shall be  effective on the second  Business
Day after which the  Borrower  delivers  the  financial  statements  required by
SECTION  5.1(a) or (b) and the  Compliance  Certificate  required by SECTION 5.1
(c);  PROVIDED  FURTHER,  that if at any time the Borrower  shall have failed to
deliver such financial  statements and such  certificate  when so required,  the
Applicable  Margin  shall be at Level IV as set forth on  SCHEDULE  I until such
time as such financial  statements and certificate are delivered,  at which time
the Applicable Margin shall be determined as provided above. Notwithstanding the
foregoing,  the  Applicable  Margin  from the Closing  Date until the  financial
statements and Compliance Certificate for the Fiscal Quarter ending December 31,
2002 are required to be delivered  shall be at Level II as set forth on SCHEDULE
I.

          "APPLICABLE PERCENTAGE" shall mean, with respect to the commitment fee
as of any  date,  the  percentage  per  annum  determined  by  reference  to the
applicable  Leverage  Ratio in effect on such date as set forth on  SCHEDULE  I;
PROVIDED,  that a change in the Applicable Percentage resulting from a change in
the Leverage Ratio shall be effective on the second Business Day after which the

                                      -2-
<PAGE>
Borrower delivers the financial statements required by SECTION 5.1(a) or (b) and
the Compliance Certificate required by SECTION 5.1 (c); PROVIDED,  FURTHER, that
if at any  time the  Borrower  shall  have  failed  to  deliver  such  financial
statements and such certificate,  the Applicable Percentage shall be at Level IV
as set forth on  SCHEDULE I until  such time as such  financial  statements  and
certificate  are  delivered,  at which time the Applicable  Percentage  shall be
determined as provided  above.  Notwithstanding  the  foregoing,  the Applicable
Percentage for both the commitment fee from the Closing Date until the financial
statements and Compliance Certificate for the Fiscal Quarter ending December 31,
2002 are required to be delivered  shall be at Level II as set forth on SCHEDULE
I.

          "APPROVED FUND" means any Person (other than a natural Person) that is
(or will be) engaged in making,  purchasing,  holding or otherwise  investing in
commercial loans and similar  extensions of credit in the ordinary course of its
business and that is administered or managed by (i) a Lender,  (ii) an Affiliate
of a Lender or (iii) an entity or an Affiliate of an entity that  administers or
manages a Lender.

          "ASSIGNMENT  AND  ACCEPTANCE"  shall mean an assignment and acceptance
entered  into by a Lender and an  assignee  (with the consent of any party whose
consent is  required by SECTION  10.4(b))  and  accepted  by the  Administrative
Agent,  in the form of EXHIBIT C attached  hereto or any other form  approved by
the Administrative Agent.

          "AVAILABILITY  PERIOD"  shall mean the period from the Closing Date to
the Revolving Commitment Termination Date.

          "BASE  RATE" shall mean the higher of (i) the per annum rate which the
Administrative  Agent  publicly  announces  from  time to  time to be its  prime
lending rate,  as in effect from time to time,  and (ii) the Federal Funds Rate,
as in effect  from time to time,  plus  one-half  of one  percent  (0.50%).  The
Administrative  Agent's  prime  lending  rate is a  reference  rate and does not
necessarily  represent  the  lowest  or best  rate  charged  to  customers.  The
Administrative  Agent  may make  commercial  loans  or  other  loans at rates of
interest at, above or below the Administrative  Agent's prime lending rate. Each
change in the Administrative  Agent's prime lending rate shall be effective from
and including the date such change is publicly announced as being effective.

          "BORROWER"  shall  have  the  meaning  in the  introductory  paragraph
hereof.

          "BORROWING" shall mean a borrowing consisting of (i) Loans of the same
Class and Type,  made,  converted  or  continued on the same date and in case of
Eurodollar  Loans, as to which a single Interest Period is in effect,  or (ii) a
Swingline Loan.

          "BUSINESS DAY" shall mean (i) any day other than a Saturday, Sunday or
other day on which commercial  banks in Atlanta,  Georgia and New York, New York
are  authorized  or  required  by law to close and (ii) if such day relates to a
Borrowing  of, a payment or prepayment of principal or interest on, a conversion
of or into,  or an  Interest  Period  for, a  Eurodollar  Loan or a notice  with
respect  to any of the  foregoing,  any day on which  dealings  in  Dollars  are
carried on in the London interbank market.

                                      -3-
<PAGE>
          "CAPITAL EXPENDITURES" shall mean for any period, without duplication,
(i)  the   additions  to  property,   plant  and  equipment  and  other  capital
expenditures  of the  Holdings and its  Subsidiaries  that are (or would be) set
forth on a  consolidated  statement  of cash flows of  Holdings  for such period
prepared in accordance with GAAP and (ii) Capital Lease Obligations  incurred by
the Holdings and its Subsidiaries during such period.

          "CAPITAL LEASE  OBLIGATIONS"  of any Person shall mean all obligations
of such  Person  to pay  rent  or  other  amounts  under  any  lease  (or  other
arrangement  conveying  the  right to use) of real or  personal  property,  or a
combination  thereof,  which  obligations  are  required  to be  classified  and
accounted  for as capital  leases on a balance  sheet of such Person under GAAP,
and the  amount of such  obligations  shall be the  capitalized  amount  thereof
determined in accordance with GAAP.

          "CAPITAL STOCK" shall mean any nonredeemable  capital stock (or in the
case of a partnership or limited  liability  company,  the partners' or members'
equivalent  equity  interest)  of  Holdings or any of its  Subsidiaries  (to the
extent issued to a Person other than Holdings or the  Borrower),  whether common
or preferred.

          "CHANGE IN CONTROL"  shall mean the  occurrence  of one or more of the
following events:  (i) any sale, lease,  exchange or other transfer (in a single
transaction or a series of related  transactions) of all or substantially all of
the  assets of  Holdings  to any Person or "group"  (within  the  meaning of the
Securities  Exchange  Act of 1934 and the rules of the  Securities  and Exchange
Commission  thereunder in effect on the date hereof),  (ii) the  acquisition  of
ownership,  directly or indirectly,  beneficially or of record, by any Unrelated
Person of 30% or more of the outstanding shares of the voting stock of Holdings;
or (iii)  occupation of a majority of the seats (other than vacant seats) on the
board of directors of Holdings by Persons who were neither (x)  nominated by the
current  board of directors or (y)  appointed  by  directors so  nominated.  For
purposes  of this  definition,  "Unrelated  Person"  means any Person or "group"
(within the meaning of the Securities  Exchange Act of 1934 and the rules of the
Securities  and  Exchange  Commission  thereunder  in effect on the date hereof)
other than: (1) Jerry Moyes and his spouse,  lineal  descendents  and spouses of
his lineal descendents;  (2) the estates of Persons described in clause (1); (3)
trusts  established for the benefit of any Person or Persons described in clause
(1); (4)  corporations,  limited  liability  companies,  partnerships or similar
entities  75% owned by any Person or Persons  described  in clauses  (1) through
(3); (5) the Moyes Children's Limited Partnership;  and (6) Ronald Moyes, to the
extent he is deemed to  beneficially  own voting  stock of Holdings by virtue of
his position as general partner of the Moyes Children's Limited Partnership. For
purposes of calculating the number of outstanding  shares of the voting stock of
Holdings beneficially owned by any "group" (within the meaning of the Securities
Exchange Act of 1934 and the rules of the  Securities  and  Exchange  Commission
thereunder in effect on the date hereof),  shares  beneficially owned by Persons
described in clauses (1) through (6) of the preceding sentence shall be excluded
from such calculation.

          "CHANGE IN LAW" shall mean (i) the  adoption  of any  applicable  law,
rule or  regulation  after the date of this  Agreement,  (ii) any  change in any
applicable  law,  rule or  regulation,  or any change in the  interpretation  or
application  thereof,  by any  Governmental  Authority  after  the  date of this
Agreement,  or (iii) compliance by any Lender (or its Applicable Lending Office)
or the Issuing Bank (or for purposes of SECTION 2.19(b), by such Lender's or the

                                      -4-
<PAGE>
Issuing Bank's holding company,  if applicable)  with any request,  guideline or
directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement.

          "CLASS",  when used in reference to any Loan or  Borrowing,  refers to
whether such Loan, or the Loans  comprising such Borrowing,  are Revolving Loans
or  Swingline  Loans and when used in  reference  to any  Commitment,  refers to
whether such Commitment is a Revolving Commitment or a Swingline Commitment.

          "CLOSING DATE" shall mean the date on which the  conditions  precedent
set  forth in  SECTION  3.1 and  SECTION  3.2 have been  satisfied  or waived in
accordance with SECTION 10.2.

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

          "COMMITMENT"  shall  mean  a  Revolving   Commitment  or  a  Swingline
Commitment or any combination thereof (as the context shall permit or require).

          "COMPLIANCE  CERTIFICATE"  shall mean a certificate from the principal
executive  officer and the principal  financial  officer of Holdings in the form
of, and containing the  certifications  set forth in, the  certificate  attached
hereto as EXHIBIT 5.1.

          "CONSENTING  LENDER"  shall  have the  meaning  set  forth in  SECTION
2.25(c).

          "CONSOLIDATED  ADJUSTED  TOTAL DEBT" shall mean,  as of any date,  (i)
Consolidated Total Debt on such date minus (ii) the amount by which cash on hand
of Holdings and its Subsidiaries (measured on a consolidated basis) on such date
exceeds  $5,000,000;  PROVIDED,  that the amount of cash on hand subtracted from
Consolidated  Total Debt shall not exceed the lesser of (x) the principal amount
of Swingline Loans  outstanding on such date or (y)  $20,000,000.  "CONSOLIDATED
EBITDA" shall mean, for Holdings and its Subsidiaries for any period,  an amount
equal to the sum of (i) Consolidated Net Income for such period plus (ii) to the
extent  deducted in  determining  Consolidated  Net Income for such period,  (A)
Consolidated   Interest  Expense,   (B)  income  tax  expense  determined  on  a
consolidated  basis in accordance with GAAP, (C)  depreciation  and amortization
determined on a  consolidated  basis in accordance  with GAAP, and (D) all other
non-cash  charges  acceptable  to  the  Administrative  Agent,  determined  on a
consolidated  basis in  accordance  with  GAAP,  in each  case for such  period;
PROVIDED,  HOWEVER,  that the  Consolidated  Net Income,  Consolidated  Interest
Expense,  income tax  expense,  depreciation,  amortization  and other  non-cash
charges of any Person or assets acquired in any Material Acquisition that accrue
prior  to the date  such  Person  becomes  a  Subsidiary  or is  merged  into or
consolidated  with  Holdings or any  Subsidiary,  or such assets are acquired by
Holdings or any Subsidiary,  shall be included within Consolidated EBITDA, as if
the Material Acquisition has been consummated on the first day of such period.

          "CONSOLIDATED  EBITDAR" shall mean, for Holdings and its  Subsidiaries
for any period,  an amount equal to the sum of (i) Consolidated  EBITDA for such
period and (ii) Consolidated Lease Expense for such period.

                                      -5-
<PAGE>

          "CONSOLIDATED   FIXED  CHARGES"  shall  mean,  for  Holdings  and  its
Subsidiaries for any period,  the sum (without  duplication) of (i) Consolidated
Interest  Expense for such period,  (ii)  scheduled  principal  payments made on
Consolidated Total Debt during such period, and (iii) Consolidated Lease Expense
for such period.

          "CONSOLIDATED  INTEREST  EXPENSE"  shall mean,  for  Holdings  and its
Subsidiaries  for any period  determined on a  consolidated  basis in accordance
with GAAP, the sum of (i) total interest expense,  including without  limitation
the interest  component of any payments in respect of Capital Lease  Obligations
capitalized or expensed  during such period (whether or not actually paid during
such  period)  plus  (ii)  the net  amount  payable  (or  minus  the net  amount
receivable)  under  Hedging  Transactions  during  such  period  (whether or not
actually paid or received during such period).

          "CONSOLIDATED   LEASE  EXPENSE"  shall  mean,  for  Holdings  and  its
Subsidiaries  for any  period,  the  aggregate  amount of fixed  and  contingent
rentals payable with respect to leases of real and personal property  (excluding
Capital Lease Obligations) determined on a consolidated basis in accordance with
GAAP for such period.

          "CONSOLIDATED   NET  INCOME"   shall  mean,   for   Holdings  and  its
Subsidiaries  for any  period,  the net  income  (or loss) of  Holdings  and its
Subsidiaries  for such period  determined on a consolidated  basis in accordance
with GAAP, but excluding  therefrom (to the extent otherwise  included  therein)
(i) any extraordinary  gains or losses, (ii) any gains attributable to write-ups
of assets,  and (iii) any equity  interest  of  Holdings  or any  Subsidiary  of
Holdings  in the  unremitted  earnings  or  losses of any  Person  that is not a
Subsidiary,  other than any equity interest in the unremitted earnings or losses
of Transplace  or Trans-Mex and (iv) any income (or loss) of any Person  accrued
prior to the date it becomes a Subsidiary or is merged into or consolidated with
Holdings or any Subsidiary on the date that such Person's assets are acquired by
Holdings or any Subsidiary.

          "CONSOLIDATED  TANGIBLE NET WORTH" shall mean, as of any date, (i) the
total  assets of Holdings  and its  Subsidiaries  that would be reflected on the
Holdings' consolidated balance sheet as of such date prepared in accordance with
GAAP, after eliminating all amounts properly attributable to minority interests,
if any, in the stock and surplus of Subsidiaries,  MINUS (ii) the sum of (x) the
total  liabilities of Holdings and its  Subsidiaries  that would be reflected on
Holdings' consolidated balance sheet as of such date prepared in accordance with
GAAP,  (y) the amount of any write-up in the book value of any assets  resulting
from a revaluation  thereof or any write-up in excess of the cost of such assets
acquired reflected on the consolidated balance sheet of Holdings as of such date
prepared  in  accordance  with GAAP and (z) the net book amount of all assets of
Holdings and its Subsidiaries that would be classified as intangible assets on a
consolidated  balance  sheet of Holdings as of such date  prepared in accordance
with GAAP.

          "CONSOLIDATED TOTAL DEBT" shall mean, as of any date, all Indebtedness
of Holdings  and its  Subsidiaries  that would be  reflected  on a  consolidated
balance sheet of Holdings  prepared in accordance with GAAP as of such date, but
excluding  Indebtedness  of  the  type  described  in  subsection  (xi)  of  the
definition thereof.

                                      -6-
<PAGE>
          "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 in
which it has an interest is bound.

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

          "DEFAULT  INTEREST"  shall  have the  meaning  set  forth  in  SECTION
2.14(c).

          "DOLLAR(S)"  and the sign "$" shall  mean  lawful  money of the United
States of America.

          "ELIGIBLE ASSIGNEE" means (i) a Lender; (ii) an Affiliate of a Lender;
(iii) an Approved Fund; and (iv) any other Person (other than a natural  Person)
approved by the  Administrative  Agent,  the Issuing  Bank,  and unless (x) such
Person  is  taking  delivery  of  an  assignment  in  connection  with  physical
settlement of a credit  derivatives  transaction  or (y) an Event of Default has
occurred  and  is  continuing,  the  Borrower  (each  such  approval  not  to be
unreasonably withheld or delayed).

          "ENVIRONMENTAL LAWS" shall mean all laws, rules,  regulations,  codes,
ordinances,  orders,  decrees,  judgments,   injunctions,   notices  or  binding
agreements  issued,  promulgated  or  entered  into by or with any  Governmental
Authority,  relating in any way to the environment,  preservation or reclamation
of natural  resources,  the  management,  Release or  threatened  Release of any
Hazardous Material or to health and safety matters.

          "ENVIRONMENTAL  LIABILITY"  shall mean any  liability,  contingent  or
otherwise   (including  any  liability  for  damages,   costs  of  environmental
investigation and remediation, costs of administrative oversight, fines, natural
resource damages,  penalties or indemnities),  of Holdings,  the Borrower or any
Subsidiary directly or indirectly resulting from or based upon (i) any actual or
alleged violation of any Environmental Law, (ii) the generation,  use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (iii)
any actual or alleged exposure to any Hazardous  Materials,  (iv) the Release or
threatened Release of any Hazardous Materials or (v) any contract,  agreement or
other consensual  arrangement  pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

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

          "ERISA  AFFILIATE"  shall mean any trade or  business  (whether or not
incorporated),  which,  together  with  the  Borrower,  is  treated  as a single
employer  under Section 414(b) or (c) of the Code or, solely for the purposes of
Section  302 of ERISA  and  Section  412 of the  Code,  is  treated  as a single
employer under Section 414 of the Code.

          "ERISA EVENT" shall mean (i) any  "reportable  event",  (as defined in
Section 4043 of ERISA or the regulations issued  thereunder),  with respect to a
Plan (other than an event for which the 30-day  notice  period is waived);  (ii)
the existence with respect to any Plan of an  "accumulated  funding  deficiency"
(as defined in Section 412 of the Code or Section 302 of ERISA),  whether or not
waived;  (iii) the  filing  pursuant  to  Section  412(d) of the Code or Section

                                      -7-
<PAGE>
303(d) of ERISA of an application for a waiver of the minimum  funding  standard
with  respect to any Plan;  (iv) the  incurrence  by the  Borrower or any of its
ERISA  Affiliates of any  liability  under Title IV of ERISA with respect to the
termination of any Plan; (v) the receipt by the Borrower or any ERISA  Affiliate
from  the  PBGC or a plan  administrator  appointed  by the  PBGC of any  notice
relating to an intention to terminate  any Plan or Plans or to appoint a trustee
to administer any Plan;  (vi) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or Multiemployer Plan; or (vii) the receipt by the Borrower or any
ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA  Affiliate of any notice,  concerning  the  imposition  of
Withdrawal  Liability or a  determination  that a  Multiemployer  Plan is, or is
expected to be, insolvent or in  reorganization,  within the meaning of Title IV
of ERISA.

          "EURODOLLAR" when used in reference to any Loan or Borrowing refers to
whether such Loan, or the Loans  comprising such Borrowing,  bears interest at a
rate determined by reference to the Adjusted LIBO Rate.

          "EURODOLLAR  RESERVE  PERCENTAGE"  shall  mean  the  aggregate  of the
maximum  reserve  percentages  (including,  without  limitation,  any emergency,
supplemental,  special  or  other  marginal  reserves)  expressed  as a  decimal
(rounded  upwards  to the next  1/100th of 1%) in effect on any day to which the
Administrative  Agent is subject with respect to the Adjusted LIBO Rate pursuant
to  regulations  issued by the Board of Governors of the Federal  Reserve System
(or any  Governmental  Authority  succeeding to any of its principal  functions)
with respect to eurocurrency  funding  (currently  referred to as  "eurocurrency
liabilities" under Regulation D). Eurodollar Loans shall be deemed to constitute
eurocurrency  funding  and to be subject to such  reserve  requirements  without
benefit of or credit for proration,  exemptions or offsets that may be available
from time to time to any  Lender  under  Regulation  D. The  Eurodollar  Reserve
Percentage  shall be adjusted  automatically  on and as of the effective date of
any change in any reserve percentage.

          "EVENT OF DEFAULT" shall have the meaning provided in ARTICLE VIII.

          "EXCLUDED TAXES" shall mean with respect to the Administrative  Agent,
any Lender, the Issuing Bank or any other recipient of any payment to be made by
or on  account  of any  obligation  of the  Borrower  hereunder,  (i)  income or
franchise  taxes imposed on (or measured by) its net income by the United States
of America,  or by the  jurisdiction  under the laws of which such  recipient is
organized  or in which its  principal  office is located  or, in the case of any
Lender,  in which its  applicable  lending  office is  located,  (ii) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other  jurisdiction  in which any Lender is located and (iii) in the case
of a Foreign Lender,  any withholding tax that (x) is imposed on amounts payable
to such Foreign  Lender at the time such Foreign  Lender becomes a party to this
Agreement,  (y) is imposed on amounts payable to such Foreign Lender at any time
that such Foreign Lender designates a new lending office,  other than taxes that
have accrued prior to the  designation of such lending office that are otherwise
not Excluded Taxes and (z) is attributable to such Foreign  Lender's  failure to
comply with SECTION 2.21(e).

          "EXISTING LENDERS" shall mean the lenders party to that certain Credit
Agreement, dated as January 16, 1997, by and among Borrower, Holdings, the banks
from time to time parties  thereto,  Wells Fargo Bank,  N.A., as  Administrative
Agent and as Issuing Bank and ABN Amro Bank N.V., as Co-Agent.

                                      -8-
<PAGE>
          "EXISTING LETTERS OF CREDIT" shall mean, collectively,  the letters of
credit  issued by SunTrust  Bank for the  account of the  Borrower or any of its
Subsidiaries prior to the Closing Date to the extent listed on SCHEDULE 1.1.

          "EXISTING  TERMINATION  DATE"  shall  have the  meaning  set  forth in
SECTION 2.13(c).

          "FEDERAL  FUNDS  RATE"  shall  mean,  for any day,  the rate per annum
(rounded upwards, if necessary, to the next 1/100th of 1%) equal 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 by
the Federal Reserve Bank of New York on the next  succeeding  Business Day or if
such rate is not so published  for any Business  Day, the Federal Funds Rate for
such day shall be the average rounded upwards, if necessary, to the next 1/100th
of 1% 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 fee letter, dated as of September
12, 2002,  executed by SunTrust  Robinson  Humphrey  Capital  Markets,  Inc. and
SunTrust Bank and accepted by Borrower.

          "FISCAL QUARTER" shall mean any fiscal quarter of Holdings.

          "FISCAL YEAR" shall mean any fiscal year of Holdings.

          "FIXED CHARGE COVERAGE RATIO" shall mean, as of any date, the ratio of
(a)  Consolidated  EBITDAR  to (b)  Consolidated  Fixed  Charges,  in each  case
measured for the four consecutive Fiscal Quarters ending on or immediately prior
to such date.

          "FOREIGN  LENDER"  shall mean any Lender  that is not a United  States
person under Section 7701(a)(3) of the Code.

          "FOREIGN SUBSIDIARY" shall mean any Subsidiary that is organized under
the laws of a  jurisdiction  other  than one of the fifty  states of the  United
States or the District of Columbia.

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

          "GOVERNMENTAL  AUTHORITY"  shall  mean the  government  of the  United
States of  America,  any  other  nation or any  political  subdivision  thereof,
whether state or local, and any agency, authority,  instrumentality,  regulatory
body,  court,  central bank or other entity exercising  executive,  legislative,
judicial,  taxing,  regulatory  or  administrative  powers  or  functions  of or
pertaining to government.

          "GUARANTEE"  of or by any  Person  (the  "GUARANTOR")  shall  mean any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of  guaranteeing  any  Indebtedness  or other  obligation of any
other  Person  (the  "PRIMARY  OBLIGOR")  in any  manner,  whether  directly  or

                                      -9-
<PAGE>
indirectly and including any  obligation,  direct or indirect,  of the guarantor
(i) to purchase or pay (or advance or supply  funds for the  purchase or payment
of) such  Indebtedness  or other  obligation  or to  purchase  (or to advance or
supply funds for the purchase of) any security for the payment thereof,  (ii) to
purchase or lease  property,  securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (iii)
to maintain  working  capital,  equity capital or any other financial  statement
condition  or  liquidity  of the  primary  obligor so as to enable  the  primary
obligor to pay such Indebtedness or other obligation or (iv) as an account party
in respect of any  letter of credit or letter of  guaranty  issued in support of
such Indebtedness or obligation;  PROVIDED,  that the term "Guarantee" shall not
include  endorsements  for  collection  or  deposits in the  ordinary  course of
business.  The amount of any Guarantee  shall be deemed to be an amount equal to
the stated or determinable  amount of the primary obligation in respect of which
Guarantee is made or, if not so stated or determinable,  the maximum  reasonably
anticipated  liability in respect  thereof  (assuming such Person is required to
perform  thereunder)  as  determined  by such  Person  in good  faith.  The term
"Guarantee" used as a verb has a corresponding meaning.

          "HAZARDOUS MATERIALS" means all explosive or radioactive substances or
wastes  and all  hazardous  or toxic  substances,  wastes  or other  pollutants,
including  petroleum or petroleum  distillates,  asbestos or asbestos containing
materials,  polychlorinated  biphenyls,  radon gas, infectious or medical wastes
and all other  substances  or wastes of any  nature  regulated  pursuant  to any
Environmental Law.

          "HEDGING OBLIGATIONS" of any Person shall mean any and all obligations
of such Person,  whether  absolute or contingent  and  howsoever and  whensoever
created,  arising,   evidenced  or  acquired  under  (i)  any  and  all  Hedging
Transactions, (ii) any and all cancellations, buy backs, reversals, terminations
or  assignments  of any  Hedging  Transactions  and (iii) any and all  renewals,
extensions  and  modifications  of any  Hedging  Transactions  and  any  and all
substitutions for any Hedging Transactions.

          "HEDGING  TRANSACTION"  of  any  Person  shall  mean  any  transaction
(including an agreement with respect thereto) now existing or hereafter  entered
into by such Person that is a rate swap, basis swap,  forward rate  transaction,
commodity  swap,  interest  rate  option,  foreign  exchange  transaction,   cap
transaction,  floor transaction,  collateral  transaction,  forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar  transaction  (including  any option with respect to any of
these  transactions) or any combination  thereof,  whether linked to one or more
interest rates,  foreign  currencies,  commodity prices,  equity prices or other
financial measures.

          "HOLDINGS"  shall  mean  Swift   Transportation  Co,  Inc.,  a  Nevada
corporation.

          "HOLDINGS  GUARANTY   AGREEMENT"  shall  mean  the  Holdings  Guaranty
Agreement,  dated as of the date  hereof,  made by the  Holdings in favor of the
Administrative Agent for the benefit of the Lenders.

          "INDEBTEDNESS" of any Person shall mean,  without  duplication (i) all
obligations  of such Person for borrowed  money,  (ii) all  obligations  of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all  obligations  of such Person in respect of the  deferred  purchase  price of

                                      -10-
<PAGE>
property or services (other than trade payables  incurred in the ordinary course
of business;  PROVIDED,  that for  purposes of SECTION  8.1(f),  trade  payables
overdue by more than 120 days shall be included in this definition except to the
extent that any of such trade  payables are being  disputed in good faith and by
appropriate measures), (iv) all obligations of such Person under any conditional
sale or other title retention agreement(s) relating to property acquired by such
Person, (v) all Capital Lease Obligations of such Person,  (vi) all obligations,
contingent  or  otherwise,  of such  Person in  respect  of  letters  of credit,
acceptances or similar extensions of credit, (vii) all Guarantees of such Person
of the type of Indebtedness  described in clauses (i) through (vi) above, (viii)
all  Indebtedness of a third party secured by any Lien on property owned by such
Person,  whether or not such Indebtedness has been assumed by such Person,  (ix)
all obligations of such Person,  contingent or otherwise,  to purchase,  redeem,
retire or  otherwise  acquire  for value any common  stock of such  Person,  (x)
Off-Balance Sheet Liabilities and (xi) all Hedging Obligations. The Indebtedness
of any Person shall include the Indebtedness of any partnership or joint venture
in which such Person is a general partner or a joint venturer to the extent such
Person is liable therefor as a result of such Person's  ownership interest in or
other relationship with such entity, except to the extent that the terms of such
Indebtedness provide that such Person is not liable therefor.

          "INDEMNIFIED TAXES" shall mean Taxes other than Excluded Taxes.

          "INDEMNITY  AND  CONTRIBUTION  AGREEMENT"  shall  mean the  Indemnity,
Subrogation  and  Contribution  Agreement  among  the  Borrower,  Holdings,  the
Subsidiary Loan Parties and the Administrative Agent.

          "INDEMNITY  AND  CONTRIBUTION  AGREEMENT  SUPPLEMENT"  shall mean each
supplement   substantially  in  the  form  of  ANNEX  I  to  the  Indemnity  and
Contribution  Agreement  executed and  delivered by a Subsidiary of the Borrower
pursuant to SECTION 5.10.

          "INFORMATION  MEMORANDUM"  shall  mean  the  Confidential  Information
Memorandum  dated  October,  2002,  relating to  Holdings,  the Borrower and the
transactions contemplated by this Agreement and the other Loan Documents.

          "INTEREST PERIOD" shall mean with respect to any Eurodollar Borrowing,
a period of one, two, three or six months; PROVIDED, that:

          (i)  the initial  Interest Period for such Borrowing shall commence on
     the date of such Borrowing  (including  the date of any  conversion  from a
     Borrowing 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 end on a day other than a
     Business Day, such Interest Period shall be extended to the next succeeding
     Business Day, unless such Business Day falls in another  calendar month, in
     which case such Interest  Period would end on the next  preceding  Business
     Day;

          (iii) any Interest Period  which begins on the last  Business Day of a
     calendar month or on a day for which there is no numerically  corresponding
     day in the calendar  month at the end of such Interest  Period shall end on
     the last Business Day of such calendar month; and

                                      -11-
<PAGE>
          (iv) no Interest  Period may extend  beyond the  Revolving  Commitment
     Termination Date.

          "ISSUING  BANK" shall mean SunTrust Bank or any other Lender,  each in
its capacity as an issuer of Letters of Credit pursuant to SECTION 2.24.

          "LC  COMMITMENT"  shall mean that portion of the  Aggregate  Revolving
Commitment  Amount that may be used by the  Borrower for the issuance of Letters
of Credit in an aggregate face amount not to exceed $150,000,000.

          "LC  DISBURSEMENT"  shall  mean a  payment  made by the  Issuing  Bank
pursuant to a Letter of Credit.

          "LC DOCUMENTS" shall mean the Letters of Credit and all  applications,
agreements and instruments relating to the Letters of Credit.

          "LC EXPOSURE"  shall mean,  at any time,  the sum of (i) the aggregate
undrawn amount of all outstanding  Letters of Credit at such time, plus (ii) the
aggregate amount of all LC Disbursements  that have not been reimbursed by or on
behalf of the Borrower at such time.  The LC Exposure of any Lender shall be its
Pro Rata Share of the total LC Exposure at such time.

          "LENDERS" shall have the meaning  assigned to such term in the opening
paragraph of this Agreement and shall include, where appropriate,  the Swingline
Lender and each Additional Lender that joins this Agreement  pursuant to SECTION
2.4.

          "LETTER OF CREDIT"  shall mean any  stand-by  letter of credit  issued
pursuant  to SECTION  2.20 by the Issuing  Bank for the account of the  Borrower
pursuant to the LC Commitment, and any Existing Letter of Credit.

          "LEVERAGE  RATIO"  shall  mean,  as of  any  date,  the  ratio  of (i)
Consolidated Adjusted Total Debt as of such date to (ii) Consolidated EBITDA for
the four  consecutive  Fiscal  Quarters  ending on or immediately  prior to such
date.

          "LIBOR" shall mean, for any applicable Interest Period with respect to
any Eurodollar Loan, the British Bankers'  Association  Interest Settlement Rate
per annum for  deposits in Dollars for a period  equal to such  Interest  Period
appearing  on the  display  designated  as Page  3750 on the Dow  Jones  Markets
Service (or such other page on that service or such other service  designated by
the British Bankers' Association for the display of such Association's  Interest
Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on
the day that is two Business Days prior to the first day of the Interest  Period
or if such Page 3750 is unavailable  for any reason at such time, the rate which
appears on the Reuters Screen ISDA Page as of such date and such time; PROVIDED,
that if the Administrative  Agent determines that the relevant foregoing sources
are unavailable for the relevant  Interest Period,  LIBOR shall mean the rate of
interest  determined  by the  Administrative  Agent to be the  average  (rounded
upward,  if necessary,  to the nearest  1/100th of 1%) of the rates per annum at
which  deposits  in  Dollars  are  offered to the  Administrative  Agent two (2)

                                      -12-
<PAGE>
Business Days  preceding the first day of such Interest  Period by leading banks
in the London interbank market as of 10:00 a.m. for delivery on the first day of
such Interest Period,  for the number of days comprised therein and in an amount
comparable to the amount of the Eurodollar Loan of the Administrative Agent.

          "LIEN"  shall  mean any  mortgage,  pledge,  security  interest,  lien
(statutory  or  otherwise),  charge,  encumbrance,  hypothecation,   assignment,
deposit  arrangement,  or other  arrangement  having the practical effect of the
foregoing  or  any   preference,   priority  or  other  security   agreement  or
preferential  arrangement  of any  kind  or  nature  whatsoever  (including  any
conditional sale or other title retention agreement and any capital lease having
the same economic effect as any of the foregoing).

          "LOAN DOCUMENTS" shall mean,  collectively,  this Agreement, the Notes
(if any),  the LC  Documents,  all Notices of Borrowing,  the Holdings  Guaranty
Agreement,  the Subsidiary  Guaranty  Agreement,  the Indemnity and Contribution
Agreement, all Notices of Borrowing, all Notices of Conversion/Continuation  and
any and all other  instruments,  agreements,  documents and writings executed in
connection with any of the foregoing.

          "LOAN  PARTIES"  shall mean the Borrower,  Holdings and the Subsidiary
Loan Parties.

          "LOANS"  shall mean all  Revolving  Loans and  Swingline  Loans in the
aggregate or any of them, as the context shall require.

          "MATERIAL ACQUISITION" shall mean an Acquisition of (i) a Person that,
after giving effect to such Acquisition,  would constitute a Material Subsidiary
or (ii) assets that, if such assets were deemed to be acquired by a newly-formed
Subsidiary  with no other assets,  liabilities  or operations,  such  Subsidiary
would constitute a Material Subsidiary.

          "MATERIAL  ADVERSE EFFECT" shall mean, with respect to any event, act,
condition or occurrence of whatever nature (including any adverse  determination
in any litigation,  arbitration,  or governmental  investigation or proceeding),
whether  singularly  or in  conjunction  with any other event or events,  act or
acts, condition or conditions, occurrence or occurrences whether or not related,
a material adverse change in, or a material adverse effect on, (i) the business,
results of operations, financial condition, assets or liabilities of Borrower or
of Holdings and its Subsidiaries  taken as a whole, (ii) the ability of the Loan
Parties to perform any of their respective obligations under the Loan Documents,
(iii) the rights and remedies of the  Administrative  Agent,  the Issuing  Bank,
Swingline  Lender,  and the Lenders under any of the Loan  Documents or (iv) the
legality, validity or enforceability of any of the Loan Documents.

          "MATERIAL  INDEBTEDNESS" shall mean Indebtedness (other than the Loans
and Letters of Credit) and  Hedging  Obligations,  of any one or all of the Loan
Parties and their Subsidiaries, individually or in an aggregate principal amount
exceeding  $30,000,000.  For purposes of  determining  the amount of  attributed
Indebtedness  from Hedging  Obligations,  the "principal  amount" of any Hedging
Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging
Obligations.

                                      -13-
<PAGE>
          "MATERIAL  SUBSIDIARY"  shall mean at any time any direct or  indirect
Subsidiary of Holdings  having:  (a) assets in an amount equal to at least 5% of
the  total  assets  of  the  Holdings  and  its  Subsidiaries  determined  on  a
consolidated  basis as of the last day of the most recent Fiscal Quarter at such
time;  or (b)  revenues  or net income in an amount  equal to at least 5% of the
total revenues or net income of Holdings and its  Subsidiaries on a consolidated
basis for the 12-month  period  ending on the last day of the most recent Fiscal
Quarter at such time.

          "MOODY'S" shall mean Moody's Investors Service, Inc.

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

          "NET MARK-TO-MARKET EXPOSURE" of any Person shall mean, as of any date
of determination with respect to any Hedging Obligation,  the excess (if any) of
all unrealized  losses over all  unrealized  profits of such Person arising from
such Hedging Obligation. "Unrealized losses" shall mean the fair market value of
the cost to such Person of replacing the Hedging Transaction giving rise to such
Hedging  Obligation  as of the  date  of  determination  (assuming  the  Hedging
Transaction  were to be terminated as of that date),  and  "unrealized  profits"
means the fair market value of the gain to such Person of replacing such Hedging
Transaction as of the date of determination  (assuming such Hedging  Transaction
were to be terminated as of that date).

          "NON-CONSENTING  LENDER"  shall have the  meaning set forth in SECTION
2.25(B).

          "NOTES" shall mean,  collectively,  the Revolving Credit Notes and the
Swingline Note.

          "NOTICES  OF  BORROWING"  shall  mean,  collectively,  the  Notices of
Revolving Borrowing and the Notices of Swingline Borrowing.

          "NOTICE OF CONVERSION/CONTINUATION" shall mean the notice given by the
Borrower  to  the   Administrative   Agent  in  respect  of  the  conversion  or
continuation of an outstanding Borrowing as provided in SECTION 2.8(b) hereof.

          "NOTICE OF REVOLVING BORROWING" shall have the meaning as set forth in
SECTION 2.3.

          "NOTICE OF SWINGLINE BORROWING" shall have the meaning as set forth in
SECTION 2.6.

          "OBLIGATIONS"  shall mean all  amounts  owing by the  Borrower  to the
Administrative  Agent,  the Issuing Bank or any Lender  (including the Swingline
Lender)  pursuant  to or in  connection  with this  Agreement  or any other Loan
Document,  including without limitation, all principal,  interest (including any
interest  accruing  after  the  filing  of any  petition  in  bankruptcy  or the
commencement of any insolvency,  reorganization  or like proceeding  relating to
the Borrower,  whether or not a claim for post-filing or post-petition  interest
is allowed in such proceeding),  all reimbursement obligations,  fees, expenses,
indemnification  and reimbursement  payments,  costs and expenses (including all
fees and expenses of counsel to the  Administrative  Agent, the Issuing Bank and
any Lender  (including the Swingline Lender) incurred pursuant to this Agreement

                                      -14-
<PAGE>
or any other Loan Document), whether direct or indirect, absolute or contingent,
liquidated  or  unliquidated,  now  existing or hereafter  arising  hereunder or
thereunder,  and all Hedging Obligations owing to the Administrative  Agent, any
Lender or any of their Affiliates,  and all obligations and liabilities incurred
in connection  with  collecting and enforcing the  foregoing,  together with all
renewals, extensions, modifications or refinancings thereof.

          "OFF-BALANCE  SHEET  LIABILITIES"  of any  Person  shall  mean (i) any
repurchase  obligation  or  liability of such Person with respect to accounts or
notes  receivable  sold by such Person,  (ii) any liability of such Person under
any sale and  leaseback  transactions  that do not  create  a  liability  on the
balance sheet of such Person,  (iii) any Synthetic Lease  Obligation or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent  of or takes the place of borrowing  but which does not  constitute a
liability on the balance sheet of such Person.

          "OSHA" shall mean the  Occupational  Safety and Health Act of 1970, as
amended from time to time, and any successor statute.

          "OTHER  TAXES"  shall  mean any and all  present  or  future  stamp or
documentary  taxes or any other  excise or  property  taxes,  charges or similar
levies arising from any payment made  hereunder or from the execution,  delivery
or  enforcement  of, or otherwise  with respect to, this  Agreement or any other
Loan Document.

          "PARTICIPANT" shall have the meaning set forth in SECTION 10.4(d).

          "PAYMENT  OFFICE"  shall mean the office of the  Administrative  Agent
located at 303 Peachtree  Street,  N.E.,  Atlanta,  Georgia 30308, or such other
location as to which the Administrative Agent shall have given written notice to
the Borrower and the other Lenders.

          "PBGC" shall mean the Pension Benefit Guaranty Corporation referred to
and defined in ERISA, and any successor entity performing similar functions.

          "PERMITTED  ACQUISITIONS" shall mean an acquisition or purchase of (in
one  transaction  or  a  series  of  transactions)  any  other  Person,  all  or
substantially  all assets of any Person or any assets of any other  Person  that
constitute  a  business  unit  (each,  an  "Acquisition")  so  long  as (i)  the
Acquisition  is  approved by the board of  directors  of such  Person,  (ii) the
entity acquiring the assets is a Loan Party or following such Acquisition  would
become a Material Subsidiary,  (iii) after giving effect to the Acquisition,  no
Default  or Event of Default  shall  have  occurred  and be  continuing  and all
representations and warranties contained in ARTICLE IV shall be true and correct
in all material respects.

          "PERMITTED ENCUMBRANCES" shall mean:

          (i)  Liens  imposed  by law for  taxes,  governmental  assessments  or
     similar  governmental  charges not yet due or which are being  contested in
     good faith by  appropriate  proceedings  and with respect to which adequate
     reserves are being maintained in accordance with GAAP;

                                      -15-
<PAGE>
          (ii) statutory Liens of landlords, carriers, warehousemen,  mechanics,
     materialmen  and similar  Liens arising by operation of law in the ordinary
     course of business  for amounts  which are not overdue for a period of more
     than 60 days or which  are being  contested  in good  faith by  appropriate
     proceedings  and  with  respect  to  which  adequate   reserves  are  being
     maintained in accordance with GAAP;

          (iii) pledges and deposits made in the ordinary  course of business in
     compliance  with workers'  compensation,  unemployment  insurance and other
     social security laws or regulations;

          (iv) deposits  to secure the  performance  of bids,  trade  contracts,
     leases,  statutory obligations,  surety and appeal bonds, performance bonds
     and other obligations of a like nature, in each case in the ordinary course
     of business;

          (v)  judgment  and  attachment  liens not  giving  rise to an Event of
     Default  or Liens  created  by or  existing  from any  litigation  or legal
     proceeding  that are currently being contested in good faith by appropriate
     proceedings  and  with  respect  to  which  adequate   reserves  are  being
     maintained in accordance with GAAP; and

          (vi) easements,   zoning   restrictions,   rights-of-way  and  similar
     encumbrances  on real  property  imposed by law or arising in the  ordinary
     course of business that do not secure any monetary  obligations  and do not
     materially  detract from the value of the affected  property or  materially
     interfere  with the  ordinary  conduct of business of the  Borrower and its
     Subsidiaries taken as a whole;

PROVIDED,  that the term  "Permitted  Encumbrances"  shall not  include any Lien
securing Indebtedness.

          "PERMITTED INVESTMENTS" shall mean:

          (i)  direct  obligations  of,  or  obligations  the  principal  of and
     interest on which are unconditionally  guaranteed by, the United States (or
     by any agency thereof to the extent such obligations are backed by the full
     faith and credit of the United  States),  in each case maturing  within one
     year from the date of acquisition thereof;

          (ii) commercial  paper  having  the  highest  rating,  at the  time of
     acquisition  thereof,  of S&P or Moody's and in either case maturing within
     six months from the date of acquisition thereof;

          (iii) certificates of deposit, bankers'  acceptances and time deposits
     maturing  within  180 days of the date of  acquisition  thereof  issued  or
     guaranteed by or placed with, and money market deposit  accounts  issued or
     offered by, any domestic  office of any commercial bank organized under the
     laws of the United States or any state thereof which has a combined capital
     and surplus and undivided profits of not less than $500,000,000;

          (iv) fully  collateralized  repurchase  agreements  with a term of not
     more than 30 days for securities  described in clause (i) above and entered
     into with a financial  institution  satisfying  the  criteria  described in
     clause (iii) above;

                                      -16-
<PAGE>
          (v)  mutual funds investing solely in any one or more of the Permitted
     Investments described in clauses (i) through (iv) above; and

          (vi) subject to the  restriction  set forth in Section 4.9,  equity or
     debt securities that are listed on a national securities exchange or Nasdaq
     or  freely  traded in the  over-the  counter  market so long as the  amount
     invested in such securities does not exceed in the aggregate $5,000,000.

          "PERSON" shall mean any individual,  partnership,  firm,  corporation,
association, joint venture, limited liability company, trust or other entity, or
any Governmental Authority.

          "PLAN"  shall mean any  employee  pension  benefit  plan (other than a
Multiemployer  Plan)  subject to the  provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA  Affiliate is (or, if such plan were  terminated,  would under Section
4069 of ERISA be deemed to be) an  "employer"  as  defined  in  Section  3(5) of
ERISA.

          "PRO RATA SHARE" shall mean, with respect to any Lender at any time, a
percentage,  the numerator of which shall be such Lender's Revolving  Commitment
(or if such Revolving  Commitments  have been terminated or expired or the Loans
have been declared to be due and payable,  such Lender's  outstanding  Revolving
Loans,  Swingline Exposure and LC Exposure),  and the denominator of which shall
be the sum of such  Revolving  Commitments  of all Lenders (or if such Revolving
Commitments  have been  terminated or expired or the Loans have been declared to
be due and payable, all outstanding  Revolving Loans,  Swingline Exposure and LC
Exposure of all Lenders funded under such Commitments).

          "RECEIVABLES"  shall  mean  accounts  receivable  (including,  without
limitation,  all rights to payment  created or arising  from the sales of goods,
leases of goods or the  rendition  of  services,  no matter  how  evidenced  and
whether or not earned by performance).

          "REFINANCED INDEBTEDNESS" shall mean the Indebtedness being refinanced
or replaced with the proceeds of the Loans.

          "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, and
any successor regulations.

          "RELATED  PARTIES" shall mean,  with respect to any specified  Person,
such Person's  Affiliates and the  respective  directors,  officers,  employees,
agents and advisors of such Person and such Person's Affiliates.

          "RELEASE" shall mean any release, spill, emission,  leaking,  dumping,
injection,  pouring,  deposit,  disposal,  discharge,   dispersal,  leaching  or
migration  into  the  environment   (including   ambient  air,   surface  water,
groundwater,  land  surface  or  subsurface  strata)  or  within  any  building,
structure, facility or fixture.

          "REQUIRED  LENDERS" shall mean, at any time, Lenders holding more than
50% of the aggregate  outstanding  Revolving  Commitments at such time or if the
Lenders have no Commitments  outstanding,  then Lenders holding more than 50% of
the  aggregate  Revolving  Loans,  Swingline  Exposure  and LC  Exposure  of all
Lenders.

                                      -17-
<PAGE>
          "REQUIREMENT  OF LAW"  for any  Person  shall  mean  the  articles  or
certificate of incorporation,  bylaws, partnership certificate and agreement, or
limited liability company certificate of organization and agreement, as the case
may be, and other organizational and governing documents of such Person, and any
law, treaty, rule or regulation,  or determination of a 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.

          "RESPONSIBLE  OFFICER"  shall  mean any of the  president,  the  chief
executive officer, the chief operating officer, the chief financial officer, the
treasurer or a vice  president of the Borrower or such other  representative  of
the Borrower as may be designated  in writing by any one of the  foregoing  with
the consent of the  Administrative  Agent;  and,  with respect to the  financial
covenants only, the chief financial officer or the treasurer of the Borrower.

          "RESTRICTED PAYMENT" shall have the meaning set forth in SECTION 7.5.

          "REVOLVING  COMMITMENT"  shall mean, with respect to each Lender,  the
obligation  of such  Lender  to make  Revolving  Loans  to the  Borrower  and to
participate in Letters of Credit and Swingline  Loans in an aggregate  principal
amount not  exceeding  the amount set forth with respect to such Lender on ANNEX
I, as such annex may be amended  pursuant  to Section  2.5,  or in the case of a
Person  becoming a Lender  after the Closing Date  through an  assignment  of an
existing Revolving Commitment, the amount of the assigned "Revolving Commitment"
as  provided  in the  Assignment  and  Acceptance  executed by such Person as an
assignee, as the same may be increased or deceased pursuant to terms hereof.

          "REVOLVING COMMITMENT TERMINATION DATE" shall mean the earliest of (i)
November  21,  2005,  (ii) the  date on  which  the  Revolving  Commitments  are
terminated  pursuant  to  SECTION  2.9 and (iii)  the date on which all  amounts
outstanding under this Agreement have been declared or have automatically become
due and payable (whether by acceleration or otherwise).

          "REVOLVING CREDIT AVAILABILITY  PERIOD" shall mean the period from the
Closing Date to the Revolving Commitment Termination Date.

          "REVOLVING  CREDIT EXPOSURE" shall mean, with respect to any Lender at
any time, the sum of the outstanding principal amount of such Lender's Revolving
Loans, LC Exposure and Swingline Exposure.

          "REVOLVING  CREDIT NOTE" shall mean a promissory  note of the Borrower
payable  to the order of a  requesting  Lender in the  principal  amount of such
Lender's Revolving Commitment, in substantially the form of EXHIBIT A.

          "REVOLVING  LOAN"  shall mean a loan made by a Lender  (other than the
Swingline  Lender) to the Borrower  under its  Revolving  Commitment,  which may
either be a Base Rate Loan or a Eurodollar Loan.

                                      -18-
<PAGE>
          "S&P"  shall mean  Standard & Poor's,  a Division  of the  McGraw-Hill
Companies.

          "SECURITIZATION  TRANSACTION"  shall mean any transfer by the Borrower
or any  Subsidiary  of  Receivables  or  interests  therein  and all  collateral
securing such Receivables,  all contracts and contract rights and all guarantees
or other obligations in respect of such  Receivables,  all other assets that are
customarily   transferred  or  in  respect  of  which  security   interests  are
customarily  granted  in  connection  with  asset  securitization   transactions
involving  such  Receivables  and all proceeds of any of the  foregoing (i) to a
trust,  partnership,  corporation  or other entity (other than the Borrower or a
Subsidiary other than a SPE Subsidiary), which transfer is funded in whole or in
part, directly or indirectly, by the incurrence or issuance by the transferee or
any successor transferee of indebtedness or other securities that are to receive
payments from, or that  represent  interests in, the cash flow derived from such
Receivables  or  interests  in  Receivables,  or  (ii)  directly  to one or more
investors or other purchasers  (other than the Borrower or any Subsidiary).  The
"amount" or "principal amount" of any Securitization Transaction shall be deemed
at any time to be (x) in the case of a  transaction  described  in clause (a) of
the  preceding  sentence,  the  aggregate  principal  or  stated  amount  of the
Indebtedness or other  securities  referred to in such clause or, if there shall
be no such principal or stated amount, the uncollected amount of the Receivables
transferred  pursuant  to  such  Securitization  Transaction  net  of  any  such
Receivables that have been written off as uncollectible,  and (y) in the case of
a transaction  described in clause (b) of the preceding sentence,  the aggregate
outstanding principal amount of the Indebtedness secured by Liens on the subject
Receivables.

          "SPE  SUBSIDIARY"  shall  mean any  Subsidiary  formed  solely for the
purpose of, and that engages only in, one or more Securitization Transactions.

          "SUBSIDIARY"  shall mean,  with respect to any Person (the  "parent"),
any  corporation,   partnership,   joint  venture,  limited  liability  company,
association  or other  entity the accounts of which would be  consolidated  with
those of the parent in the parent's  consolidated  financial  statements if such
financial  statements  were prepared in accordance with GAAP as of such date, as
well as any other  corporation,  partnership,  joint venture,  limited liability
company,  association or other entity (i) of which securities or other ownership
interests  representing  more  than 50% of the  equity  or more  than 50% of the
ordinary  voting power,  or in the case of a  partnership,  more than 50% of the
general partnership  interests are, as of such date, owned,  controlled or held,
or (ii) that is, as of such date, otherwise controlled,  by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent. Unless otherwise indicated, all references to "Subsidiary" hereunder
shall mean a Subsidiary of Holdings.

          "SUBSIDIARY  GUARANTY  AGREEMENT"  shall mean the Subsidiary  Guaranty
Agreement,  dated as of the date hereof,  made by the Subsidiary Loan Parties in
favor of the Administrative Agent for the benefit of the Lenders.

          "SUBSIDIARY   GUARANTY   SUPPLEMENT"   shall   mean  each   supplement
substantially  in the  form of  ANNEX  I to the  Subsidiary  Guaranty  Agreement
executed and delivered by a Subsidiary of the Borrower pursuant to SECTION 5.10.

                                      -19-
<PAGE>
          "SUBSIDIARY LOAN PARTY" shall mean any Material Subsidiary (other than
any SPE Subsidiary whose organizational  documents prohibit it from guaranteeing
the Obligations) and any other Subsidiary that guarantees the Obligations.

          "SWINGLINE  COMMITMENT"  shall mean the  commitment  of the  Swingline
Lender to make  Swingline  Loans in an  aggregate  principal  amount at any time
outstanding not to exceed $25,000,000.

          "SWINGLINE  EXPOSURE"  shall mean,  with respect to each  Lender,  the
principal  amount  of the  Swingline  Loans  in which  such  Lender  is  legally
obligated  either to make a Base Rate Loan or to  purchase  a  participation  in
accordance  with SECTION 2.6,  which shall equal such Lender's Pro Rata Share of
all outstanding Swingline Loans.

          "SWINGLINE LENDER" shall mean SunTrust Bank.

          "SWINGLINE  LOAN"  shall  mean a loan  made  to  the  Borrower  by the
Swingline Lender under the Swingline Commitment.

          "SWINGLINE  NOTE"  shall  mean  the  promissory  note of the  Borrower
payable  to the order of the  Swingline  Lender in the  principal  amount of the
Swingline Commitment, substantially the form of EXHIBIT B.

          "SWINGLINE  TERMINATION  DATE"  shall  mean the  date  that is one (1)
Business Days prior to the Revolving Commitment Termination Date.

          "SYNTHETIC  LEASE" means a lease  transaction  under which the parties
intend that (i) the lease will be treated as an "operating  lease" by the lessee
pursuant to Statement of Financial  Accounting  Standards No. 13, as amended and
(ii) the lessee will be entitled  to various tax and other  benefits  ordinarily
available to owners (as opposed to lessees) of like property.

          "SYNTHETIC LEASE  OBLIGATIONS" shall mean, with respect to any Person,
the sum of (i) all remaining  rental  obligations of such Person as lessee under
Synthetic Leases which are  attributable to principal and, without  duplication,
(ii) all rental and purchase price payment obligations of such Person under such
Synthetic Leases assuming such Person exercises the option to purchase the lease
property at the end of the lease term.

          "TAXES"  shall  mean any and all  present  or  future  taxes,  levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "TRANS-MEX"  shall  mean  Trans-Mex,  Inc.  S.A.  de C.V.,  a  Mexican
corporation.

          "TRANSPLACE" shall mean Transplace.com LLC, a Nevada limited liability
company.

          "TRANSPORTATION" shall mean Swift Transportation Corporation, a Nevada
corporation.

                                      -20-
<PAGE>
          "TYPE",  when  used in  reference  to a Loan or  Borrowing,  refers to
whether  the rate of  interest  on such Loan,  or on the Loans  comprising  such
Borrowing,  is  determined  by reference  to the Adjusted  LIBO Rate or the Base
Rate.

          "WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer Plan as
a result of a complete or partial  withdrawal from such  Multiemployer  Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          SECTION 1.2. CLASSIFICATIONS OF LOANS AND BORROWINGS.  For purposes of
this  Agreement,  Loans may be  classified  and  referred to by Class  (E.G.,  a
"Revolving Loan" or "Swingline  Loan") or by Type (E.G., a "Eurodollar  Loan" or
"Base Rate  Loan") or by Class and Type  (E.G.,  "Revolving  Eurodollar  Loan").
Borrowings  also may be  classified  and referred to by Class (E.G.,  "Revolving
Borrowing")  or by Type  (E.G.,  "Eurodollar  Borrowing")  or by Class  and Type
(E.G., "Revolving Eurodollar Borrowing").

          SECTION 1.3.  ACCOUNTING  TERMS AND  DETERMINATION.  Unless  otherwise
defined  or  specified  herein,  all  accounting  terms  used  herein  shall  be
interpreted,  all  accounting  determinations  hereunder  shall be made, and all
financial  statements required to be delivered  hereunder shall be prepared,  in
accordance  with  GAAP as in  effect  from  time  to  time,  applied  on a basis
consistent  (except for such changes  approved by Holding's  independent  public
accountants) with the most recent audited  consolidated  financial  statement of
the  Borrower  delivered  pursuant  to  SECTION  5.1(a);  PROVIDED,  that if the
Borrower notifies the Administrative Agent that the Borrower wishes to amend any
covenant  in  ARTICLE  VI to  eliminate  the effect of any change in GAAP on the
operation of such covenant (or if the Administrative Agent notifies the Borrower
that the Required  Lenders wish to amend ARTICLE VI for such purpose),  then the
Borrower's  compliance  with such  covenant  shall be determined on the basis of
GAAP in effect  immediately before the relevant change in GAAP became effective,
until either such notice is  withdrawn  or such  covenant is amended in a manner
satisfactory to the Borrower and the Required Lenders.

          SECTION 1.4. TERMS  GENERALLY.  The  definitions of terms herein shall
apply  equally to the singular and plural forms of the terms  defined.  Whenever
the context may require, any pronoun shall include the corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation".  The word "will"
shall be construed to have the same meaning and effect as the word  "shall".  In
the  computation of periods of time from a specified  date to a later  specified
date, the word "from" means "from and including" and the word "to" means "to but
excluding".  Unless the context  requires  otherwise  (i) any  definition  of or
reference  to any  agreement,  instrument  or  other  document  herein  shall be
construed as referring to such agreement, instrument or other document as it was
originally  executed or as it may from time to time be amended,  supplemented or
otherwise modified (subject to any restrictions on such amendments,  supplements
or  modifications  set forth  herein),  (ii) any reference  herein to any Person
shall be construed to include such Person's  successors  and permitted  assigns,
(iii) the words  "hereof",  "herein" and "hereunder" and words of similar import
shall  be  construed  to  refer  to this  Agreement  as a  whole  and not to any
particular provision hereof, (iv) all references to Articles, Sections, Exhibits
and Schedules  shall be construed to refer to Articles,  Sections,  Exhibits and
Schedules to this  Agreement and (v) all  references to a specific time shall be
construed to refer to Atlanta, Georgia time, unless otherwise indicated.

                                      -21-
<PAGE>
                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENTS

          SECTION 2.1.  GENERAL  DESCRIPTION OF FACILITIES.  Subject to and upon
the terms and conditions  herein set forth,  (i) the Lenders hereby establish in
favor of the Borrower a revolving credit facility  pursuant to which the Lenders
severally  agree (to the extent of such Lender's  Revolving  Commitment) to make
Revolving Loans to the Borrower in accordance with SECTION 2.2, (ii) the Issuing
Bank agrees to issue  Letters of Credit in accordance  with SECTION 2.24,  (iii)
the Swingline  Lender agrees to make Swingline  Loans in accordance with SECTION
2.5,  and (iv) each Lender  agrees to purchase a  participation  interest in the
Letters of Credit and the Swingline  Loans  pursuant to the terms and conditions
hereof;  PROVIDED,  that in no event shall the aggregate principal amount of all
outstanding Revolving Loans,  Swingline Loans and outstanding LC Exposure exceed
at any time the Aggregate Revolving Commitments from time to time in effect.

          SECTION 2.2. REVOLVING LOANS.  Subject to the terms and conditions set
forth herein,  each Lender severally agrees to make Revolving Loans,  ratably in
proportion to its Pro Rata Share, to the Borrower,  from time to time during the
Availability  Period, in an aggregate  principal amount  outstanding at any time
that will not result in (a) such Lender's  Revolving  Credit Exposure  exceeding
such Lender's  Revolving  Commitment  or (b) the sum of the aggregate  Revolving
Credit  Exposures of all Lenders  exceeding the Aggregate  Revolving  Commitment
Amount.  During the  Availability  Period,  the  Borrower  shall be  entitled to
borrow,  prepay and reborrow  Revolving  Loans in accordance  with the terms and
conditions  of this  Agreement;  PROVIDED,  that the  Borrower may not borrow or
reborrow should there exist a Default or Event of Default.

          SECTION 2.3.  PROCEDURE FOR REVOLVING  BORROWINGS.  The Borrower shall
give the  Administrative  Agent written  notice (or telephonic  notice  promptly
confirmed in writing) of each Revolving  Borrowing  substantially in the form of
EXHIBIT 2.3  attached  hereto (a "NOTICE OF REVOLVING  BORROWING")  (x) prior to
1:00 p.m. on the  requested  date of each Base Rate  Borrowing  and (y) prior to
1:00 p.m. three (3) Business Days prior to the requested date of each Eurodollar
Borrowing.  Each Notice of Revolving  Borrowing  shall be irrevocable  and shall
specify: (i) the aggregate principal amount of such Borrowing,  (ii) the date of
such Borrowing (which shall be a Business Day), (iii) the Type of such Revolving
Loan comprising  such Borrowing and (iv) in the case of a Eurodollar  Borrowing,
the duration of the initial Interest Period  applicable  thereto (subject to the
provisions of the definition of Interest Period). Each Revolving Borrowing shall
consist  entirely of Base Rate Loans or  Eurodollar  Loans,  as the Borrower may
request.  The aggregate  principal amount of each Eurodollar  Borrowing shall be
not less than $4,000,000 or a larger  multiple of $1,000,000,  and the aggregate
principal  amount of each Base Rate Borrowing  shall not be less than $1,000,000
or a larger multiple of $100,000;  PROVIDED,  that Base Rate Loans made pursuant
to SECTION  2.6 or SECTION  2.24(c)  may be made in lesser  amounts as  provided
therein. At no time shall the total number of Eurodollar Borrowings  outstanding
at any time  exceed  twelve.  Promptly  following  the  receipt  of a Notice  of
Revolving  Borrowing in  accordance  herewith,  the  Administrative  Agent shall

                                      -22-
<PAGE>
advise  each  Lender of the  details  thereof  and the  amount of such  Lender's
Revolving Loan to be made as part of the requested Revolving Borrowing.

          SECTION 2.4. INCREASE OF COMMITMENTS; ADDITIONAL LENDERS.

          (a) So long as no Event of Default  has  occurred  and is  continuing,
from time to time after the Closing  Date,  Borrower may, upon at least 30 days'
written notice to the Administrative Agent (who shall promptly provide a copy of
such notice to each Lender),  who shall promptly notify the Lenders,  propose to
increase the Aggregate Revolving Commitment Amount up to an amount not to exceed
$300,000,000  (the  amount  of any such  increase,  the  "ADDITIONAL  COMMITMENT
AMOUNT").  Each  Lender  shall have the right for a period of 15 days  following
receipt of such  notice,  to elect by  written  notice to the  Borrower  and the
Administrative  Agent to increase its Revolving Commitment by a principal amount
equal to its Pro Rata Share of the Additional  Commitment  Amount. No Lender (or
any  successor  thereto)  shall have any  obligation  to increase its  Revolving
Commitment  or its other  obligations  under this  Agreement  and the other Loan
Documents,  and any  decision by a Lender to increase its  Revolving  Commitment
shall be made in its sole discretion independently from any other Lender.

          (b) If any Lender shall not elect to increase its Revolving Commitment
pursuant to subsection (a) of this Section,  the Borrower may designate  another
bank or other financial  institution (which may be, but need not be, one or more
of the  existing  Lenders)  which at the time agrees to, in the case of any such
Person that is an existing Lender,  increase its Revolving Commitment and in the
case of any other such Person (an "ADDITIONAL  Lender"),  become a party to this
Agreement; PROVIDED, HOWEVER, that any new bank or financial institution must be
acceptable  to  the   Administrative   Agent,   which  acceptance  will  not  be
unreasonably  withheld or delayed.  The sum of the  increases  in the  Revolving
Commitments  of the existing  Lenders  pursuant to this  subsection (b) plus the
Revolving  Commitments  of the  Additional  Lenders  shall not in the  aggregate
exceed the unsubscribed amount of the Additional Commitment Amount.

          (c) An increase in the aggregate  amount of the Revolving  Commitments
pursuant to this  SECTION  2.4 shall  become  effective  upon the receipt by the
Administrative  Agent of an agreement in form and substance  satisfactory to the
Administrative  Agent signed by the Borrower,  by each Additional  Lender and by
each other Lender whose Revolving  Commitment is to be increased,  setting forth
the new Revolving Commitments of such Lenders and setting forth the agreement of
each  Additional  Lender to become a party to this  Agreement and to be bound by
all the terms and provisions hereof,  together with such evidence of appropriate
corporate authorization on the part of the Borrower with respect to the increase
in the Revolving  Commitments and such opinions of counsel for the Borrower with
respect to the increase in the Revolving Commitments as the Administrative Agent
may reasonably request.

          (d) Upon the  acceptance of any such  agreement by the  Administrative
Agent,  the  Aggregate  Revolving   Commitment  Amount  shall  automatically  be
increased  by the  amount  of  the  Revolving  Commitments  added  through  such
agreement  and ANNEX I shall  automatically  be deemed  amended to  reflect  the
Revolving Commitments of all Lenders after giving effect to the addition of such
Revolving Commitments.

                                      -23-
<PAGE>
          (e)  Upon  any  increase  in the  aggregate  amount  of the  Revolving
Commitments pursuant to this SECTION 2.4 that is not pro rata among all Lenders,
(x)  within  five  Business  Days,  in the  case of any  Base  Rate  Loans  then
outstanding,  and at the end of the then  current  Interest  Period with respect
thereto,  in the case of any  Eurodollar  Loans then  outstanding,  the Borrower
shall prepay such Loans in their entirety and, to the extent the Borrower elects
to do so and subject to the  conditions  specified  in ARTICLE III, the Borrower
shall  reborrow  Loans  from the  Lenders  in  proportion  to  their  respective
Revolving  Commitments after giving effect to such increase,  until such time as
all  outstanding  Loans  are  held by the  Lenders  in such  proportion  and (y)
effective  upon such  increase,  the amount of the  participations  held by each
Lender in each Letter of Credit then  outstanding  shall be adjusted  such that,
after giving effect to such adjustments,  the Lenders shall hold  participations
in each  such  Letter  of  Credit in the  proportion  its  respective  Revolving
Commitment bears to the aggregate  Revolving  Commitments after giving effect to
such increase.

          SECTION 2.5. SWINGLINE COMMITMENT. Subject to the terms and conditions
set forth herein,  the Swingline  Lender agrees to make  Swingline  Loans to the
Borrower,  from time to time from the Closing Date to the Swingline  Termination
Date, in an aggregate principal amount outstanding at any time not to exceed the
lesser of (i) the Swingline  Commitment  then in effect and (ii) the  difference
between the Aggregate  Revolving  Commitment Amount and the aggregate  Revolving
Credit Exposures of all Lenders; PROVIDED, that no Swingline Loan may be made to
refinance  an  outstanding  Swingline  Loan,  and no  Swingline  Loan  shall  be
outstanding for a period that exceeds  fourteen (14) days. The Borrower shall be
entitled to borrow and repay  Swingline  Loans in accordance  with the terms and
conditions of this Agreement.

          SECTION 2.6. PROCEDURE FOR SWINGLINE BORROWING; ETC.

          (a) The Borrower  shall give the  Administrative  Agent written notice
(or telephonic notice promptly confirmed in writing) of each Swingline Borrowing
substantially  in the form of EXHIBIT 2.6 attached  hereto ("NOTICE OF SWINGLINE
BORROWING")  prior  to  10:00  a.m.  on the  requested  date of  each  Swingline
Borrowing.  Each Notice of Swingline  Borrowing  shall be irrevocable  and shall
specify:  (i) the principal amount of such Swingline Loan, (ii) the date of such
Swingline  Loan  (which  shall be a Business  Day) and (iii) the  account of the
Borrower to which the proceeds of such  Swingline  Loan should be credited.  The
Administrative Agent will promptly advise the Swingline Lender of each Notice of
Swingline Borrowing.  Each Swingline Loan shall accrue interest at the Base Rate
or any other  interest  rate as agreed  between the Borrower  and the  Swingline
Lender and shall have an Interest Period (subject to the definition  thereof) as
agreed between the Borrower and the Swingline  Lender.  The aggregate  principal
amount  of each  Swingline  Loan  shall be not less  than  $100,000  or a larger
multiple of $50,000,  or such other minimum  amounts  agreed to by the Swingline
Lender and the  Borrower.  The  Swingline  Lender will make the proceeds of each
Swingline  Loan  available to the Borrower in Dollars in  immediately  available
funds at the  account  specified  by the  Borrower in the  applicable  Notice of
Swingline  Borrowing  not later  than 1:00 p.m.  on the  requested  date of such
Swingline Loan.

          (b) The  Swingline  Lender,  at any time and from  time to time in its
sole  discretion,  may,  on behalf of the  Borrower  (which  hereby  irrevocably
authorizes and directs the Swingline Lender to act on its behalf), give a Notice
of  Revolving  Borrowing  to the  Administrative  Agent  requesting  the Lenders

                                      -24-
<PAGE>
(including  the Swingline  Lender) to make Base Rate Loans in an amount equal to
the unpaid  principal  amount of any Swingline  Loan.  Each Lender will make the
proceeds  of its Base Rate Loan  included  in such  Borrowing  available  to the
Administrative  Agent for the account of the Swingline Lender in accordance with
SECTION 2.7, which will be used solely for the repayment of such Swingline Loan.

          (c) If for any reason a Base Rate  Borrowing may not be (as determined
in the  sole  discretion  of the  Administrative  Agent),  or is  not,  made  in
accordance  with the  foregoing  provisions,  then each  Lender  (other than the
Swingline  Lender) shall  purchase an undivided  participating  interest in such
Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that
such Base Rate  Borrowing  should have  occurred.  On the date of such  required
purchase,  each Lender shall promptly transfer,  in immediately available funds,
the amount of its  participating  interest to the  Administrative  Agent for the
account of the Swingline Lender. If such Swingline Loan bears interest at a rate
other than the Base Rate, such Swingline Loan shall automatically  become a Base
Rate Loan on the effective  date of any such  participation  and interest  shall
become payable on demand.

          (d) Each  Lender's  obligation  to make a Base Rate Loan  pursuant  to
SECTION 2.6(b) or to purchase the  participating  interests  pursuant to SECTION
2.6(c)  shall be  absolute  and  unconditional  and shall not be affected by any
circumstance,   including  without  limitation  (i)  any  setoff,  counterclaim,
recoupment, defense or other right that such Lender or any other Person may have
or claim against the Swingline Lender,  the Borrower or any other Person for any
reason whatsoever, (ii) the existence of a Default or an Event of Default or the
termination  of any  Lender's  Revolving  Commitment,  (iii) the  existence  (or
alleged  existence) of any event or condition which has had or could  reasonably
be expected to have a Material Adverse Effect, (iv) any breach of this Agreement
or any other Loan  Document by the  Borrower,  the  Administrative  Agent or any
Lender or (v) any other circumstance,  happening or event whatsoever, whether or
not  similar  to any of the  foregoing.  If  such  amount  is not in  fact  made
available to the Swingline  Lender by any Lender,  the Swingline Lender shall be
entitled  to recover  such  amount on demand  from such  Lender,  together  with
accrued interest thereon for each day from the date of demand thereof at (i) the
Federal  Funds Rate until the second  Business Day after such demand and (ii) at
the Base Rate at all times thereafter.  Until such time as such Lender makes its
required  payment,  the  Swingline  Lender  shall be deemed to  continue to have
outstanding  Swingline Loans in the amount of the unpaid  participation  for all
purposes of the Loan Documents. In addition, such Lender shall be deemed to have
assigned  any and all payments  made of principal  and interest on its Loans and
any other  amounts  due to it  hereunder,  to the  Swingline  Lender to fund the
amount of such Lender's participation interest in such Swingline Loans that such
Lender  failed to fund  pursuant  to this  Section,  until such  amount has been
purchased in full.

          SECTION 2.7. FUNDING OF BORROWINGS.

          (a)  Each  Lender  will  make  available  each  Loan  to be made by it
hereunder on the proposed date thereof by wire transfer in immediately available
funds by 3:00 p.m. to the Administrative Agent at the Payment Office;  PROVIDED,
that  the  Swingline  Loans  will be made  as set  forth  in  SECTION  2.6.  The
Administrative  Agent will make such Loans available to the Borrower by promptly
crediting  the amounts that it receives,  in like funds by the close of business
on such  proposed  date,  to an  account  maintained  by the  Borrower  with the

                                      -25-
<PAGE>
Administrative  Agent or at the Borrower's  option, by effecting a wire transfer
of such amounts to an account  designated by the Borrower to the  Administrative
Agent.

          (b) Unless the  Administrative  Agent shall have been  notified by any
Lender  prior to 5:00 p.m. one (1) Business Day prior to the date of a Borrowing
in which such Lender is to participate  that such Lender will not make available
to  the  Administrative  Agent  such  Lender's  share  of  such  Borrowing,  the
Administrative  Agent may assume that such Lender has made such amount available
to the  Administrative  Agent on such date,  and the  Administrative  Agent,  in
reliance on such  assumption,  may make available to the Borrower on such date a
corresponding amount. If such corresponding amount is not in fact made available
to the  Administrative  Agent by such Lender on the date of such 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 until
the second  Business Day after such demand and  thereafter  at the Base Rate. If
such  Lender  does  not  pay  such  corresponding   amount  forthwith  upon  the
Administrative  Agent's demand therefor, the Administrative Agent shall promptly
notify the Borrower,  and the Borrower shall immediately pay such  corresponding
amount to the Administrative  Agent together with interest at the rate specified
for such Borrowing.  Nothing in this  subsection  shall be deemed to relieve any
Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder
or to  prejudice  any rights which the Borrower may have against any Lender as a
result of any default by such Lender hereunder.

          (c) All Revolving Borrowings shall be made by the Lenders on the basis
of their  respective  Pro Rata Shares.  No Lender shall be  responsible  for any
default by any other Lender in its obligations hereunder,  and each Lender shall
be obligated to make its  Revolving  Loans  provided to be made by it hereunder,
regardless of the failure of any other Lender to make its Loans hereunder.

          SECTION 2.8. INTEREST ELECTIONS.

          (a) Each  Borrowing  initially  shall be of the Type  specified in the
applicable Notice of Borrowing, and in the case of a Eurodollar Borrowing, shall
have an  initial  Interest  Period as  specified  in such  Notice of  Borrowing.
Thereafter,  the Borrower may elect to convert such  Borrowing  into a different
Type or to continue such Borrowing,  and in the case of a Eurodollar  Borrowing,
may elect  Interest  Periods  therefor,  all as  provided in this  Section.  The
Borrower may elect different  options with respect to different  portions of the
affected  Borrowing,  in which case each such portion shall be allocated ratably
among  the  Lenders  holding  Loans  comprising  such  Borrowing,  and the Loans
comprising  each such portion  shall be  considered a separate  Borrowing.  This
Section shall NOT apply to Swingline  Borrowings,  which may not be converted or
continued.

          (b) To make an election  pursuant to this Section,  the Borrower shall
give the  Administrative  Agent  prior  written  notice  (or  telephonic  notice
promptly  confirmed in writing) of each Borrowing  substantially  in the form of
EXHIBIT 2.8 attached hereto (a "NOTICE OF  CONVERSION/CONTINUATION")  that is to
be  converted or  continued,  as the case may be, (x) prior to 2:00 p.m. one (1)
Business  Day  prior to the  requested  date of a  conversion  into a Base  Rate
Borrowing  and (y)  prior to 11:00  a.m.  three  (3)  Business  Days  prior to a
continuation of or conversion into a Eurodollar  Borrowing.  Each such Notice of

                                      -26-
<PAGE>
Conversion/Continuation shall be irrevocable and shall specify (i) the Borrowing
to which such Notice of Continuation/Conversion applies and if different options
are being  elected  with  respect to different  portions  thereof,  the portions
thereof that are to be allocated to each resulting  Borrowing (in which case the
information  to be  specified  pursuant  to  clauses  (iii)  and  (iv)  shall be
specified for each resulting Borrowing); (ii) the effective date of the election
made  pursuant  to such  Notice  of  Continuation/Conversion,  which  shall be a
Business  Day,  (iii)  whether  the  resulting  Borrowing  is to be a Base  Rate
Borrowing or a Eurodollar  Borrowing;  and (iv) if the resulting Borrowing is to
be a Eurodollar  Borrowing,  the Interest Period applicable thereto after giving
effect to such election,  which shall be a period contemplated by the definition
of "Interest Period". If any such Notice of  Continuation/Conversion  requests a
Eurodollar Borrowing but does not specify an Interest Period, the Borrower shall
be deemed to have selected an Interest Period of one month. The principal amount
of any  resulting  Borrowing  shall  satisfy  the minimum  borrowing  amount for
Eurodollar Borrowings and Base Rate Borrowings set forth in SECTION 2.3.

          (c) If, on the  expiration  of any  Interest  Period in respect of any
Eurodollar  Borrowing,  the  Borrower  shall have  failed to deliver a Notice of
Conversion/  Continuation,  then,  unless such  Borrowing  is repaid as provided
herein,  the Borrower  shall be deemed to have elected to convert such Borrowing
to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a
Eurodollar  Borrowing  if a Default  or an Event of Default  exists,  unless the
Administrative  Agent and each of the Lenders shall have otherwise  consented in
writing.  No conversion of any Eurodollar Loans shall be permitted except on the
last day of the Interest Period in respect thereof.

          (d)  Upon  receipt  of  any  Notice  of  Conversion/Continuation,  the
Administrative  Agent shall promptly  notify each Lender of the details  thereof
and of such Lender's portion of each resulting Borrowing.

          SECTION 2.9. OPTIONAL REDUCTION AND TERMINATION OF COMMITMENTS.

          (a) Unless previously terminated, all Revolving Commitments (including
the LC  Commitments)  shall  terminate on the Revolving  Commitment  Termination
Date,  except that the  Swingline  Commitment  shall  terminate on the Swingline
Termination Date.

          (b) Upon at least three (3) Business  Days' prior  written  notice (or
telephonic  notice promptly  confirmed in writing) to the  Administrative  Agent
(which  notice shall be  irrevocable),  the  Borrower  may reduce the  Aggregate
Revolving  Commitments in part or terminate the Aggregate Revolving  Commitments
in  whole;  PROVIDED,  that (i) any  partial  reduction  shall  apply to  reduce
proportionately  and permanently the Revolving  Commitment of each Lender,  (ii)
any partial  reduction  pursuant to this SECTION 2.8 shall be in an amount of at
least  $4,000,000  and any  larger  multiple  of  $1,000,000,  and (iii) no such
reduction  shall  be  permitted  which  would  reduce  the  Aggregate  Revolving
Commitments to an amount less than the outstanding Revolving Credit Exposures of
all Lenders.  Any such reduction in the Aggregate  Revolving  Commitments  shall
result  in a  proportionate  reduction  (rounded  to the  next  lowest  integral
multiple of $100,000) in the Swingline Commitment and the LC Commitment.

                                      -27-
<PAGE>
          SECTION 2.10. REPAYMENT OF LOANS.

          (a) The outstanding  principal  amount of all Revolving Loans shall be
due and  payable  (together  with  accrued and unpaid  interest  thereon) on the
Revolving Commitment Termination Date.

          (b) The principal amount of each Swingline  Borrowing shall be due and
payable  (together with accrued interest thereon) on the earlier of (i) the last
day of the Interest  Period  applicable to such Borrowing and (ii) the Swingline
Termination Date.

          SECTION 2.11. EVIDENCE OF INDEBTEDNESS.

          (a) Each Lender shall  maintain in accordance  with its usual practice
appropriate  records  evidencing the indebtedness of the Borrower to such Lender
resulting  from each Loan made by such Lender from time to time,  including  the
amounts of principal and interest  payable  thereon and paid to such Lender from
time to time under this  Agreement.  The  Administrative  Agent  shall  maintain
appropriate  records in which shall be recorded (i) the Revolving  Commitment of
each Lender,  (ii) the amount of each Loan made  hereunder  by each Lender,  the
Class and Type thereof and the Interest  Period  applicable  thereto,  (iii) the
date of each continuation thereof pursuant to SECTION 2.8, (iv) the date of each
conversion of all or a portion  thereof to another Type pursuant to Section 2.8,
(v) the date and  amount of any  principal  or  interest  due and  payable or to
become due and payable from the Borrower to each Lender  hereunder in respect of
such  Loans  and  (vi)  both  the date and  amount  of any sum  received  by the
Administrative  Agent  hereunder  from the  Borrower in respect of the Loans and
each Lender's Pro Rata Share thereof.  The entries made in such records shall be
PRIMA FACIE  evidence of the  existence  and amounts of the  obligations  of the
Borrower therein recorded;  PROVIDED, that the failure or delay of any Lender or
the  Administrative  Agent in maintaining or making entries into any such record
or any error  therein  shall not in any  manner  affect  the  obligation  of the
Borrower to repay the Loans (both principal and unpaid accrued interest) of such
Lender in accordance with the terms of this Agreement.

          (b) At the request of any Lender  (including the Swingline  Lender) at
any time, the Borrower  agrees that it will execute and deliver to such Lender a
Revolving Credit Note and, in the case of the Swingline Lender only, a Swingline
Note, payable to the order of such Lender.

          SECTION 2.12. OPTIONAL PREPAYMENTS.  The Borrower shall have the right
at any time and from time to time to prepay any Borrowing,  in whole or in part,
without premium or penalty,  by giving irrevocable written notice (or telephonic
notice promptly confirmed in writing) to the Administrative  Agent no later than
(i) in the case of prepayment of any Eurodollar  Borrowing,  11:00 a.m. not less
than three (3) Business Days prior to any such  prepayment,  (ii) in the case of
any prepayment of any Base Rate Borrowing,  not less than one Business Day prior
to the date of such prepayment,  and (iii) in the case of Swingline  Borrowings,
prior to 11:00 a. m. on the date of such  prepayment.  Each such notice shall be
irrevocable  and shall  specify the  proposed  date of such  prepayment  and the
principal  amount of each  Borrowing  or  portion  thereof to be  prepaid.  Upon
receipt of any such notice, the Administrative  Agent shall promptly notify each
affected  Lender of the contents  thereof and of such Lender's Pro Rata Share of
any such prepayment.  If such notice is given, the aggregate amount specified in
such notice  shall be due and  payable on the date  designated  in such  notice,
together  with  accrued  interest  to such  date on the  amount  so  prepaid  in
accordance with SECTION  2.14(d);  PROVIDED,  that if a Eurodollar  Borrowing is

                                      -28-
<PAGE>
prepaid  on a date  other  than the last day of an  Interest  Period  applicable
thereto,  the Borrower shall also pay all amounts  required  pursuant to SECTION
2.20. Each partial prepayment of any Loan (other than a Swingline Loan) shall be
in an amount  that would be  permitted  in the case of an advance of a Revolving
Borrowing of the same Type pursuant to SECTION 2.3 or in the case of a Swingline
Loan  pursuant to SECTION 2.6. Each  prepayment of a Borrowing  shall be applied
ratably to the Loans comprising such Borrowing.

          SECTION 2.13. INTENTIONALLY OMITTED.

          SECTION 2.14. INTEREST ON LOANS.

          (a) The Borrower shall pay interest on each Base Rate Loan at the Base
Rate in effect  from time to time and on each  Eurodollar  Loan at the  Adjusted
LIBO Rate for the applicable  Interest Period in effect for such Loan,  plus, in
the case of a  Eurodollar  Loan,  the  Applicable  Margin in effect from time to
time.

          (b) The Borrower shall pay interest on each Swingline Loan at the Base
Rate in effect from time to time.

          (c) While an Event of  Default  exists or after  acceleration,  at the
option of the  Required  Lenders,  the  Borrower  shall pay  interest  ("DEFAULT
INTEREST") with respect to all Eurodollar Loans at the rate otherwise applicable
for the  then-current  Interest Period PLUS an additional 2% per annum until the
last day of such Interest Period,  and thereafter,  and with respect to all Base
Rate Loans (including all Swingline Loans) and all other  Obligations  hereunder
(other than  Loans),  at an all-in  rate in effect for Base Rate Loans,  PLUS an
additional 2% per annum.

          (d)  Interest on the  principal  amount of all Loans shall accrue from
and  including  the date such  Loans are made to but  excluding  the date of any
repayment thereof.  Interest on all outstanding Base Rate Loans shall be payable
quarterly in arrears on the last day of each March, June, September and December
and on the Revolving  Commitment  Termination Date.  Interest on all outstanding
Eurodollar  Loans  shall be  payable  on the last  day of each  Interest  Period
applicable thereto,  and, in the case of any Eurodollar Loans having an Interest
Period in excess of three  months,  on each day which occurs every three months,
after the initial date of such Interest Period, and on the Revolving  Commitment
Termination  Date.  Interest  on each  Swingline  Loan  shall be  payable on the
maturity date of such Loan,  which shall be the last day of the Interest  Period
applicable thereto, and on the Swingline  Termination Date. Interest on any Loan
which is  converted  into a Loan of  another  Type or which is repaid or prepaid
shall  be  payable  on the  date of such  conversion  or on the date of any such
repayment or prepayment (on the amount repaid or prepaid)  thereof.  All Default
Interest shall be payable on demand.

          (e) The  Administrative  Agent  shall  determine  each  interest  rate
applicable to the Loans hereunder and shall promptly notify the Borrower and the
Lenders  of  such  rate in  writing  (or by  telephone,  promptly  confirmed  in
writing).  Any  such  determination  shall be  conclusive  and  binding  for all
purposes, absent manifest error.

                                      -29-
<PAGE>
          SECTION 2.15. FEES.

          (a) The  Borrower  shall pay to the  Administrative  Agent for its own
account fees in the amounts and at the times  previously  agreed upon in writing
by the Borrower and the Administrative Agent.

          (b) The  Borrower  agrees to pay to the  Administrative  Agent for the
account of each Lender a commitment  fee,  which shall accrue at the  Applicable
Percentage  per annum  (determined  daily in accordance  with SCHEDULE I) on the
daily  amount of the  unused  Revolving  Commitment  of such  Lender  during the
Availability Period.  Accrued commitment fees shall be payable in arrears on the
last day of each March,  June,  September  and  December of each year and on the
Revolving Commitment  Termination Date,  commencing on the first such date after
the Closing Date. For purposes of computing  commitment fees with respect to the
Revolving  Commitments,  the Revolving Commitment of each Lender shall be deemed
used to the extent of the outstanding  Revolving Loans and LC Exposure,  but not
Swingline Exposure, of such Lender.

          (c) The Borrower agrees to pay (i) to the  Administrative  Agent,  for
the  account  of each  Lender,  a  letter  of  credit  fee with  respect  to its
participation  in each Letter of Credit,  which shall accrue at a rate per annum
equal to the  Applicable  Margin  for  Eurodollar  Loans  then in  effect on the
average daily amount of such Lender's LC Exposure (excluding any portion thereof
attributable to unreimbursed  LC  Disbursements)  attributable to such Letter of
Credit  during the period from and including the date of issuance of such Letter
of Credit to but excluding the date on which such Letter  expires or is drawn in
full  (including  without  limitation  any LC Exposure that remains  outstanding
after the Revolving  Commitment  Termination  Date) and (ii) to the Issuing Bank
for its own account a fronting fee, which shall accrue at the rate of 0.125% per
annum on the  average  daily  amount of the LC Exposure  (excluding  any portion
thereof  attributable to unreimbursed LC Disbursements)  during the Availability
Period (or until the date that such Letter of Credit is  irrevocably  cancelled,
whichever is later), as well as the Issuing Bank's standard fees with respect to
issuance,  amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder.  For purposes of the foregoing,  the Existing Letters of
Credit  shall be deemed  to have been  issued by the  Issuing  Bank  under  this
Agreement on the Closing Date, and the Borrower agrees to pay all such letter of
credit fees and fronting fees in respect of such  Existing  Letters of Credit on
the dates set forth above.

          (d)  The  Borrower  shall  pay to the  Administrative  Agent,  for the
ratable benefit of each Lender,  the upfront closing fees previously agreed upon
by the Borrower and the Administrative  Agent, which shall be due and payable on
the Closing Date.

          (e) Accrued fees (other than the closing fee  referenced  in paragraph
(d)) shall be payable quarterly in arrears on the last day of each March,  June,
September  and  December,  commencing  on December 31, 2002 and on the Revolving
Commitment  Termination  Date (and if later,  the date the Loans and LC Exposure
shall be repaid in their entirety).

          SECTION 2.16.  COMPUTATION OF INTEREST AND FEES. All  computations  of
interest and fees hereunder 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).  Each  determination  by the

                                      -30-
<PAGE>
Administrative  Agent of an interest  amount or fee  hereunder  shall be made in
good faith and,  except  for  manifest  error,  shall be final,  conclusive  and
binding for all purposes.

          SECTION 2.17.  INABILITY TO DETERMINE  INTEREST RATES. If prior to the
commencement of any Interest Period for any Eurodollar Borrowing,

          (i)  the   Administrative   Agent   shall   have   determined   (which
     determination  shall be conclusive and binding upon the Borrower)  that, by
     reason of circumstances  affecting the relevant interbank market,  adequate
     means do not exist for ascertaining LIBOR for such Interest Period, or

          (ii) the  Administrative  Agent  shall have  received  notice from the
     Required Lenders that the Adjusted LIBO Rate does not adequately and fairly
     reflect the cost to such Lenders (or Lender, as the case may be) of making,
     funding or maintaining  their (or its, as the case may be) Eurodollar Loans
     for such  Interest  Period,  the  Administrative  Agent shall give  written
     notice  (or  telephonic  notice,  promptly  confirmed  in  writing)  to the
     Borrower and to the Lenders as soon as practicable thereafter.  In the case
     of  Eurodollar  Loans,  until the  Administrative  Agent  shall  notify the
     Borrower and the Lenders that the circumstances  giving rise to such notice
     no longer  exist,  (i) the  obligations  of the Lenders to make  Eurodollar
     Revolving  Loans or to  continue  or convert  outstanding  Loans as or into
     Eurodollar  Loans shall be suspended and (ii) all such affected Loans shall
     be  converted  into  Base  Rate  Loans on the last day of the then  current
     Interest Period  applicable  thereto unless the Borrower prepays such Loans
     in  accordance  with this  Agreement.  Unless  the  Borrower  notifies  the
     Administrative  Agent at least  one  Business  Day  before  the date of any
     Eurodollar  Revolving  Borrowing for which a Notice of Revolving  Borrowing
     has previously  been given that it elects not to borrow on such date,  then
     such Revolving Borrowing shall be made as a Base Rate Borrowing.

          SECTION 2.18. ILLEGALITY.  If any Change in Law shall make it unlawful
or impossible for any Lender to make,  maintain or fund any Eurodollar  Loan and
such Lender shall so notify the Administrative  Agent, the Administrative  Agent
shall  promptly  give  notice  thereof to the  Borrower  and the other  Lenders,
whereupon until such Lender notifies the  Administrative  Agent and the Borrower
that the  circumstances  giving rise to such  suspension  no longer  exist,  the
obligation of such Lender to make Eurodollar  Revolving Loans, or to continue or
convert  outstanding Loans as or into Eurodollar Loans,  shall be suspended.  In
the case of the  making  of a  Eurodollar  Revolving  Borrowing,  such  Lender's
Revolving  Loan shall be made as a Base Rate Loan as part of the same  Revolving
Borrowing for the same Interest  Period and if the affected  Eurodollar  Loan is
then outstanding, such Loan shall be converted to a Base Rate Loan either (i) on
the last day of the then current  Interest Period  applicable to such Eurodollar
Loan if such Lender may lawfully  continue to maintain such Loan to such date or
(ii)  immediately  if such  Lender  shall  determine  that  it may not  lawfully
continue to maintain  such  Eurodollar  Loan to such date.  Notwithstanding  the
foregoing,  the  affected  Lender  shall,  prior to  giving  such  notice to the
Administrative  Agent,  designate a different  Applicable Lending Office if such
designation  would avoid the need for giving such notice and if such designation
would not otherwise be disadvantageous to such Lender in the good faith exercise
of its discretion.

                                      -31-
<PAGE>
          SECTION 2.19. INCREASED COSTS.

          (a)  If any Change in Law shall:

               (i)  impose,  modify  or deem  applicable  any  reserve,  special
     deposit  or  similar  requirement  that is not  otherwise  included  in the
     determination  of the  Adjusted  LIBO Rate  hereunder  against  assets  of,
     deposits  with or for the  account  of, or credit  extended  by, any Lender
     (except any such reserve  requirement  reflected in the Adjusted LIBO Rate)
     or the Issuing Bank; or

               (ii) impose  on  any  Lender  or  on  the  Issuing  Bank  or  the
     eurodollar interbank market any other condition affecting this Agreement or
     any  Eurodollar  Loans  made by such  Lender or any Letter of Credit or any
     participation  therein;  and the result of the foregoing is to increase the
     cost to such Lender of making, converting into, continuing or maintaining a
     Eurodollar  Loan or to increase the cost to such Lender or the Issuing Bank
     of participating in or issuing any Letter of Credit or to reduce the amount
     received  or  receivable  by such  Lender  or the  Issuing  Bank  hereunder
     (whether of  principal,  interest or any other  amount),  then the Borrower
     shall  promptly pay, upon written  notice from and demand by such Lender on
     the Borrower  (with a copy of such notice and demand to the  Administrative
     Agent), to the Administrative Agent for the account of such Lender,  within
     five  Business  Days after the date of such notice and  demand,  additional
     amount or amounts sufficient to compensate such Lender or the Issuing Bank,
     as the case  may be,  for  such  additional  costs  incurred  or  reduction
     suffered.

          (b) If any Lender or the Issuing Bank shall have determined that on or
after  the  date  of  this  Agreement  any  Change  in  Law  regarding   capital
requirements has or would have the effect of reducing the rate of return on such
Lender's or the Issuing  Bank's  capital (or on the capital of such  Lender's or
the Issuing  Bank's  parent  corporation)  as a consequence  of its  obligations
hereunder  or under or in respect of any Letter of Credit to a level  below that
which such Lender or the  Issuing  Bank or such  Lender's or the Issuing  Bank's
parent  corporation  could have achieved but for such Change in Law (taking into
consideration  such Lender's or the Issuing  Bank's  policies or the policies of
such Lender's or the Issuing Bank's parent  corporation  with respect to capital
adequacy) then,  from time to time,  within five (5) Business Days after receipt
by the  Borrower of written  demand by such Lender  (with a copy  thereof to the
Administrative  Agent),  the Borrower  shall pay to such Lender such  additional
amounts as will  compensate  such Lender or the Issuing Bank or such Lender's or
the Issuing Bank's parent corporation for any such reduction suffered.

          (c) A  certificate  of a Lender or the Issuing Bank setting  forth the
amount or amounts  necessary  to  compensate  such Lender or the Issuing Bank or
such  Lender's or the Issuing  Bank's  parent  corporation,  as the case may be,
specified  in  paragraph  (a) or (b) of this  Section  shall be delivered to the
Borrower  (with a copy to the  Administrative  Agent)  and shall be  conclusive,
absent  manifest  error.  The Borrower  shall pay any such Lender or the Issuing
Bank,  as the case may be, such amount or amounts  within 10 days after  receipt
thereof.

                                      -32-
<PAGE>
          (d) Failure or delay on the part of any Lender or the Issuing  Bank to
demand  compensation  pursuant to this Section shall not  constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation.

          SECTION 2.20.  FUNDING  INDEMNITY.  In the event of (a) the payment of
any  principal of a  Eurodollar  Loan other than on the last day of the Interest
Period applicable  thereto  (including as a result of an Event of Default),  (b)
the conversion or  continuation  of a Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, or (c) the failure by the Borrower to
borrow, prepay, convert or continue any Eurodollar Loan on the date specified in
any  applicable  notice  (regardless  of whether  such  notice is  withdrawn  or
revoked),  then, in any such event,  the Borrower shall  compensate each Lender,
within five (5) Business  Days after  written  demand from such Lender,  for any
loss,  cost or expense  attributable  to such event. In the case of a Eurodollar
Loan, such loss, cost or expense shall be deemed to include an amount determined
by such  Lender to be the excess,  if any,  of (A) the amount of  interest  that
would have accrued on the principal amount of such Eurodollar Loan if such event
had not occurred at the Adjusted LIBO Rate  applicable to such  Eurodollar  Loan
for the period  from the date of such event to the last day of the then  current
Interest  Period  therefor  (or in the case of a failure to  borrow,  convert or
continue,  for the  period  that would  have been the  Interest  Period for such
Eurodollar  Loan)  over (B) the  amount of  interest  that  would  accrue on the
principal  amount of such  Eurodollar  Loan for the same period if the  Adjusted
LIBO Rate were set on the date such  Eurodollar Loan was prepaid or converted or
the date on which the  Borrower  failed to  borrow,  convert  or  continue  such
Eurodollar  Loan. A certificate as to any  additional  amount payable under this
SECTION  2.20  submitted  to the  Borrower  by any  Lender  (with  a copy to the
Administrative Agent) shall be conclusive, absent manifest error.

          SECTION 2.21. TAXES.

          (a) Any and all  payments  by or on account of any  obligation  of the
Borrower hereunder shall be made free and clear of and without deduction for any
Indemnified  Taxes or  Other  Taxes;  PROVIDED,  that if the  Borrower  shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable  shall be  increased  as  necessary so that after making all
required deductions  (including deductions applicable to additional sums payable
under this Section) the Administrative Agent, any Lender or the Issuing Bank (as
the case may be) shall receive an amount equal to the sum it would have received
had no such  deductions  been made, (ii) the Borrower shall make such deductions
and (iii)  the  Borrower  shall pay the full  amount  deducted  to the  relevant
Governmental Authority in accordance with applicable law.

          (b) In  addition,  the  Borrower  shall  pay any  Other  Taxes  to the
relevant Governmental Authority in accordance with applicable law.

          (c) The Borrower shall indemnify the Administrative Agent, each Lender
and the  Issuing  Bank,  within  five (5)  Business  Days after  written  demand
therefor,  for the full amount of any  Indemnified  Taxes or Other Taxes paid by
the  Administrative  Agent, such Lender or the Issuing Bank, as the case may be,
on or with  respect to any  payment by or on  account of any  obligation  of the
Borrower  hereunder  (including  Indemnified  Taxes or Other  Taxes  imposed  or
asserted on or  attributable  to amounts  payable  under this  Section)  and any
penalties,  interest and reasonable  expenses arising  therefrom or with respect
thereto,  whether or not such Indemnified Taxes or Other Taxes were correctly or

                                      -33-
<PAGE>
legally  imposed  or  asserted  by  the  relevant  Governmental   Authority.   A
certificate  as to the amount of such  payment  or  liability  delivered  to the
Borrower by a Lender or the Issuing Bank, or by the Administrative  Agent on its
own behalf or on behalf of a Lender or the  Issuing  Bank,  shall be  conclusive
absent manifest error.

          (d) As soon as practicable  after any payment of Indemnified  Taxes or
Other Taxes by the Borrower to a  Governmental  Authority,  the  Borrower  shall
deliver  to the  Administrative  Agent the  original  or a  certified  copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return  reporting such payment or other evidence of such payment  reasonably
satisfactory to the Administrative Agent.

          (e) Any  Foreign  Lender  that is  entitled  to an  exemption  from or
reduction  of  withholding  tax under the Code or any treaty to which the United
States is a party,  with respect to payments under this Agreement  shall deliver
to the Borrower (with a copy to the Administrative  Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed  by applicable  law or  reasonably  requested by the Borrower as will
permit  such  payments  to be made  without  withholding  or at a reduced  rate.
Without  limiting the  generality of the  foregoing,  each Foreign Lender agrees
that it will  deliver to the  Administrative  Agent and the  Borrower (or in the
case of a Participant,  to the Lender from which the related participation shall
have been  purchased),  as  appropriate,  two (2) duly  completed  copies of (i)
Internal Revenue Service Form W-8 ECI, or any successor form thereto, certifying
that the payments received from the Borrower hereunder are effectively connected
with such Foreign  Lender's conduct of a trade or business in the United States;
or (ii) Internal  Revenue  Service Form W-8 BEN, or any successor  form thereto,
certifying  that such Foreign Lender is entitled to benefits under an income tax
treaty  to  which  the  United  States  is a party  which  reduces  the  rate of
withholding tax on payments of interest;  or (iii) Internal Revenue Service Form
W-8 BEN, or any  successor  form  prescribed  by the Internal  Revenue  Service,
together with a  certificate  (A)  establishing  that the payment to the Foreign
Lender qualifies as "portfolio  interest" exempt from U.S. withholding tax under
Code section  871(h) or 881(c),  and (B) stating that (1) the Foreign  Lender is
not a bank for purposes of Code section  881(c)(3)(A),  OR the obligation of the
Borrower hereunder is not, with respect to such Foreign Lender, a loan agreement
entered into in the ordinary course of its trade or business, within the meaning
of that section; (2) the Foreign Lender is not a 10% shareholder of the Borrower
within the  meaning  of Code  section  871(h)(3)  or  881(c)(3)(B);  and (3) the
Foreign Lender is not a controlled  foreign  corporation  that is related to the
Borrower  within the meaning of Code  section  881(c)(3)(C);  or (iv) such other
Internal  Revenue  Service  forms as may be  applicable  to the Foreign  Lender,
including  Forms W-8 IMY or W-8 EXP.  Each such Foreign  Lender shall deliver to
the Borrower and the Administrative  Agent such forms on or before the date that
it becomes a party to this  Agreement  (or in the case of a  Participant,  on or
before  the date such  Participant  purchases  the  related  participation).  In
addition,  each such Foreign  Lender shall deliver such forms  promptly upon the
obsolescence  or  invalidity  of any form  previously  delivered by such Foreign
Lender.  Each such  Foreign  Lender shall  promptly  notify the Borrower and the
Administrative  Agent at any time that it  determines  that it is no longer in a
position to provide any previously delivered certificate to the Borrower (or any
other form of  certification  adopted by the Internal  Revenue  Service for such
purpose).

                                      -34-
<PAGE>
          SECTION  2.22.  PAYMENTS  GENERALLY;  PRO RATA  TREATMENT;  SHARING OF
SET-OFFS.

          (a) The  Borrower  shall make each  payment  required to be made by it
hereunder  (whether  of  principal,   interest,  fees  or  reimbursement  of  LC
Disbursements,  or of amounts  payable  under  SECTION  2.19,  2.20 or 2.21,  or
otherwise)  prior to 1:00  p.m.  (New  York  time),  on the date  when  due,  in
immediately available funds, free and clear of any defenses,  rights of set-off,
counterclaim,  or withholding or deduction of taxes.  Any amounts received after
such time on any date may, in the  discretion of the  Administrative  Agent,  be
deemed to have been received on the next succeeding Business Day for purposes of
calculating   interest  thereon.   All  such  payments  shall  be  made  to  the
Administrative Agent at the Payment Office,  except payments to be made directly
to the Issuing Bank or Swingline Lender as expressly  provided herein and except
that payments  pursuant to SECTIONS  2.19,  2.20 and 2.21 and 10.3 shall be made
directly  to the  Persons  entitled  thereto.  The  Administrative  Agent  shall
distribute any such payments  received by it for the account of any other Person
to the appropriate  recipient promptly following receipt thereof. If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next  succeeding  Business Day, and, in the case of any
payment accruing interest, interest thereon shall be made payable for the period
of such extension. All payments hereunder shall be made in Dollars.

          (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal,  unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first,  towards  payment of interest  and fees then due  hereunder,  ratably
among the parties  entitled  thereto in accordance  with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder,  ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

          (c) If any  Lender  shall,  by  exercising  any  right of  set-off  or
counterclaim  or  otherwise,  obtain  payment in respect of any  principal of or
interest on any of its Revolving Loans or  participations in LC Disbursements or
Swingline Loans that would result in such Lender receiving  payment of a greater
proportion of the aggregate amount of its Revolving Loans and  participations in
LC  Disbursements  and  Swingline  Loans and accrued  interest  thereon than the
proportion  received by any other Lender, then the Lender receiving such greater
proportion (each a "PURCHASING  LENDER") shall purchase (for cash at face value)
participations in the Revolving Loans and participations in LC Disbursements and
Swingline Loans of other Lenders to the extent  necessary so that the benefit of
all such payments shall be shared by the Lenders  ratably in accordance with the
aggregate  amount of  principal  of and  accrued  interest  on their  respective
Revolving Loans and  participations  in LC  Disbursements  and Swingline  Loans;
PROVIDED,  that  (i) if any such  participations  are  purchased  and all or any
portion of the payment giving rise thereto is recovered or the Purchasing Lender
is otherwise required to return or restore any such payment, such participations
shall be rescinded and each other Lender shall,  promptly after request from the
Administrative  Agent or the Purchasing Lender,  return to the Purchasing Lender
the purchase price for such  participation to the extent of such recovery or the
amount  otherwise  returned  or  restored  by  the  Purchasing  Lender,  without
interest,  and (ii) the provisions of this  paragraph  shall not be construed to
apply to any payment made by the Borrower pursuant to and in accordance with the
express  terms  of  this  Agreement  or any  payment  obtained  by a  Lender  as

                                      -35-
<PAGE>
consideration  for the  assignment of or sale of a  participation  in any of its
Loans or  participations  in LC Disbursements or Swingline Loans to any assignee
or  participant,  other than to the  Borrower  or any  Subsidiary  or  Affiliate
thereof (as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing  and agrees,  to the extent it may  effectively  do so
under applicable law, that any Lender acquiring a participation  pursuant to the
foregoing  arrangements  may exercise against the Borrower rights of set-off and
counterclaim with respect to such  participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

          (d) Unless the  Administrative  Agent shall have received  notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the  account of the  Lenders or the Issuing  Bank  hereunder  that the
Borrower will not make such payment,  the  Administrative  Agent may assume that
the Borrower has made such payment on such date in accordance  herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as the case may be, the amount or amounts  due. In such event,  if the  Borrower
has not in fact made such payment, then each of the Lenders or the Issuing Bank,
as the case may be,  severally  agrees  to  repay  to the  Administrative  Agent
forthwith  on demand the amount so  distributed  to such Lender or Issuing  Bank
with interest  thereon,  for each day from and including the date such amount is
distributed  to it to but  excluding  the date of payment to the  Administrative
Agent,  at the greater of the Federal Funds Effective Rate and a rate determined
by the  Administrative  Agent  in  accordance  with  banking  industry  rules on
interbank compensation.

          (e) If any Lender  shall fail to make any payment  required to be made
by it  pursuant to SECTION  2.6(b),  2.24(c) or (d),  2.7(b),  2.22(c) OR (d) or
10.3(D),  then the Administrative Agent may, in its discretion  (notwithstanding
any contrary  provision hereof),  apply any amounts  thereafter  received by the
Administrative  Agent for the  account of such Lender to satisfy  such  Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

          SECTION  2.23.  MITIGATION  OF  OBLIGATIONS.  If any  Lender  requests
compensation  under  SECTION  2.19,  or if the  Borrower  is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender  pursuant  to SECTION  2.21,  then such Lender  shall use  reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder  or to assign its rights and  obligations  hereunder to another of its
offices,  branches or affiliates,  if, in the sole judgment of such Lender, such
designation  or assignment (i) would  eliminate or reduce amounts  payable under
SECTION 2.19 or SECTION  2.21,  as the case may be, in the future and (ii) would
not  subject  such  Lender to any  unreimbursed  cost or  expense  and would not
otherwise be  disadvantageous  to such Lender. The Borrower hereby agrees to pay
all  costs  and  expenses  incurred  by  any  Lender  in  connection  with  such
designation or assignment.

          SECTION 2.24. LETTERS OF CREDIT.

          (a) During the Availability Period, the Issuing Bank, in reliance upon
the  agreements  of the other  Lenders  pursuant to SECTION  2.24(d),  agrees to
issue, at the request of the Borrower,  Letters of Credit for the account of the
Borrower on the terms and conditions hereinafter set forth;  PROVIDED,  that (i)
each Letter of Credit shall expire on the earlier of (A) the date one year after

                                      -36-
<PAGE>
the date of  issuance of such Letter of Credit (or in the case of any renewal or
extension  thereof,  one year after such renewal or extension)  and (B) the date
that is five (5) Business  Days prior to the  Revolving  Commitment  Termination
Date and (ii) the  Borrower  may not  request  any Letter of Credit,  if,  after
giving effect to such issuance (A) the aggregate LC Exposure would exceed the LC
Commitment  or (B) the  aggregate LC Exposure,  PLUS the  aggregate  outstanding
Revolving  Loans and  Swingline  Loans of all Lenders would exceed the Aggregate
Revolving  Commitment  Amount.  Upon the  issuance of each Letter of Credit each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the Issuing Bank without  recourse a participation  in such Letter
of  Credit  equal to such  Lender's  Pro  Rata  Share  of the  aggregate  amount
available to be drawn under such Letter of Credit.  Each issuance of a Letter of
Credit shall be deemed to utilize the Revolving  Commitment of each Lender by an
amount equal to the amount of such participation.

          (b) To request the  issuance of a Letter of Credit (or any  amendment,
renewal or extension of an  outstanding  Letter of Credit),  the Borrower  shall
give the Issuing Bank and the Administrative Agent irrevocable written notice at
least  three (3)  Business  Days prior to the  requested  date of such  issuance
specifying  the date (which shall be a Business Day) such Letter of Credit is to
be issued (or amended,  extended or renewed, as the case may be), the expiration
date of such  Letter of Credit,  the amount of such  Letter of Credit , the name
and address of the  beneficiary  thereof and such other  information as shall be
necessary to prepare,  amend, renew or extend such Letter of Credit. In addition
to the  satisfaction  of the  conditions  in ARTICLE  III,  the issuance of such
Letter of Credit (or any amendment  which increases the amount of such Letter of
Credit)  will be subject to the  further  conditions  that such Letter of Credit
shall be in such form and contain such terms as the Issuing  Bank shall  approve
and  that  the  Borrower  shall  have  executed  and  delivered  any  additional
applications,  agreements and  instruments  relating to such Letter of Credit as
the Issuing Bank shall reasonably  require;  PROVIDED,  that in the event of any
conflict  between  such   applications,   agreements  or  instruments  and  this
Agreement, the terms of this Agreement shall control.

          (c) At least two Business  Days prior to the issuance of any Letter of
Credit,  the  Issuing  Bank  will  confirm  with the  Administrative  Agent  (by
telephone or in writing) that the Administrative  Agent has received such notice
and if not, the Issuing Bank will provide the  Administrative  Agent with a copy
thereof.  Unless the Issuing  Bank has received  notice from the  Administrative
Agent on or before the Business Day  immediately  preceding the date the Issuing
Bank is to issue the  requested  Letter of Credit (1) directing the Issuing Bank
not to issue the Letter of Credit  because such  issuance is not then  permitted
hereunder because of the limitations set forth in SECTION 2.24(A) or that one or
more conditions  specified in ARTICLE III are not then satisfied,  then, subject
to the terms and  conditions  hereof,  the Issuing Bank shall,  on the requested
date,  issue such Letter of Credit in accordance  with the Issuing  Bank's usual
and customary business practices.  Within five (5) Business Days of issuing such
Letter of Credit in  accordance  herewith,  the Issuing  Bank shall  advise each
Lender of the issuance and amount of such Letter of Credit.

          (d) The  Issuing  Bank  shall  examine  all  documents  purporting  to
represent a demand for payment under a Letter of Credit  promptly  following its
receipt   thereof.   The  Issuing   Bank  shall  notify  the  Borrower  and  the
Administrative Agent of such demand for payment and whether the Issuing Bank has
made or will make a LC Disbursement  thereunder;  PROVIDED,  that any failure to

                                      -37-
<PAGE>
give or delay in giving  such  notice  shall not  relieve  the  Borrower  of its
obligation to reimburse the Issuing Bank and the Lenders with respect to such LC
Disbursement. The Borrower shall be irrevocably and unconditionally obligated to
reimburse the Issuing Bank for any LC Disbursements  paid by the Issuing Bank in
respect of such drawing, without presentment, demand or other formalities of any
kind.  Unless  the  Borrower  shall  have  notified  the  Issuing  Bank  and the
Administrative  Agent prior to 11:00 a.m.  (New York time) on the  Business  Day
immediately prior to the date on which such drawing is honored that the Borrower
intends to  reimburse  the Issuing  Bank for the amount of such drawing in funds
other than from the proceeds of Revolving Loans, the Borrower shall be deemed to
have timely given a Notice of Revolving  Borrowing to the  Administrative  Agent
requesting  the Lenders to make a Base Rate  Borrowing on the date on which such
drawing is honored in an exact amount due to the Issuing  Bank;  PROVIDED,  that
for purposes  solely of such Borrowing,  the conditions  precedents set forth in
SECTION  3.2 hereof  shall not be  applicable.  The  Administrative  Agent shall
notify the Lenders of such  Borrowing in  accordance  with SECTION 2.3, and each
Lender shall make the proceeds of its Base Rate Loan included in such  Borrowing
available  to the  Administrative  Agent for the account of the Issuing  Bank in
accordance  with SECTION 2.7.  The proceeds of such  Borrowing  shall be applied
directly by the  Administrative  Agent to reimburse the Issuing Bank for such LC
Disbursement.

          (e) If for any reason a Base Rate  Borrowing may not be (as determined
in the  sole  discretion  of the  Administrative  Agent),  or is  not,  made  in
accordance  with the  foregoing  provisions,  then each  Lender  (other than the
Issuing  Bank) shall be  obligated  to fund the  participation  that such Lender
purchased pursuant to subsection (a) in an amount equal to its Pro Rata Share of
such LC Disbursement on and as of the date which such Base Rate Borrowing should
have  occurred.  Each  Lender's  obligation to fund its  participation  shall be
absolute  and  unconditional  and shall  not be  affected  by any  circumstance,
including without limitation (i) any setoff, counterclaim,  recoupment,  defense
or other right that such Lender or any other Person may have against the Issuing
Bank or any other  Person for any reason  whatsoever,  (ii) the  existence  of a
Default or an Event of Default or the  termination  of the  Aggregate  Revolving
Commitments,  (iii) any adverse change in the condition (financial or otherwise)
of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by
the Borrower or any other Lender, (v) any amendment, renewal or extension of any
Letter of Credit or (vi) any other circumstance,  happening or event whatsoever,
whether  or not  similar  to  any  of the  foregoing.  On  the  date  that  such
participation is required to be funded, each Lender shall promptly transfer,  in
immediately   available   funds,   the  amount  of  its   participation  to  the
Administrative Agent for the account of the Issuing Bank. Whenever,  at any time
after the  Issuing  Bank has  received  from any such  Lender  the funds for its
participation  in a LC  Disbursement,  the Issuing  Bank (or the  Administrative
Agent on its behalf) receives any payment on account thereof, the Administrative
Agent or the Issuing  Bank,  as the case may be, will  distribute to such Lender
its Pro Rata Share of such payment;  PROVIDED,  that if such payment is required
to be  returned  for any  reason  to the  Borrower  or to a  trustee,  receiver,
liquidator,  custodian or similar  official in any bankruptcy  proceeding,  such
Lender will return to the  Administrative  Agent or the Issuing Bank any portion
thereof previously  distributed by the Administrative  Agent or the Issuing Bank
to it.

          (f) To the  extent  that  any  Lender  shall  fail to pay  any  amount
required to be paid  pursuant to  paragraph  (d) of this SECTION 2.24 on the due
date  therefor,  such Lender shall pay interest to the Issuing Bank (through the
Administrative Agent) on such amount from such due date to the date such payment

                                      -38-
<PAGE>
is made at a rate per annum equal to the Federal Funds Rate;  PROVIDED,  that if
such Lender shall fail to make such payment to the Issuing Bank within three (3)
Business Days of such due date, then, retroactively to the due date, such Lender
shall be obligated to pay interest on such amount at the Default Rate.

          (g) If any Event of  Default  shall  occur and be  continuing,  on the
Business Day that the Borrower receives notice from the Administrative  Agent or
the Required Lenders  demanding the deposit of cash collateral  pursuant to this
paragraph,  the Borrower  shall  deposit in an account  with the  Administrative
Agent,  in the  name of the  Administrative  Agent  and for the  benefit  of the
Issuing Bank and the  Lenders,  an amount in cash equal to the LC Exposure as of
such  date  plus  any  accrued  and  unpaid  fees  thereon;  PROVIDED,  that the
obligation to deposit such cash collateral shall become  effective  immediately,
and such deposit shall become  immediately  due and payable,  without  demand or
notice of any kind,  upon the occurrence of any Event of Default with respect to
the Borrower  described in clause (g) or (h) of SECTION 8.1.  Such deposit shall
be  held  by  the  Administrative  Agent  as  collateral  for  the  payment  and
performance  of the  obligations  of the  Borrower  under  this  Agreement.  The
Administrative  Agent shall have exclusive  dominion and control,  including the
exclusive right of withdrawal, over such account. Borrower agrees to execute any
documents and/or certificates to effectuate the intent of this paragraph.  Other
than any interest earned on the investment of such deposits,  which  investments
shall be made at the option and sole discretion of the Administrative  Agent and
at the  Borrower's  risk and expense,  such  deposits  shall not bear  interest.
Interest and  profits,  if any, on such  investments  shall  accumulate  in such
account.  Moneys in such account shall be applied by the Administrative Agent to
reimburse  the  Issuing  Bank  for LC  Disbursements  for  which it had not been
reimbursed and to the extent so applied,  shall be held for the  satisfaction of
the  reimbursement  obligations of the Borrower for the LC Exposure at such time
or, if the maturity of the Loans has been  accelerated,  with the consent of the
Required Lenders,  be applied to satisfy other obligations of the Borrower under
this  Agreement  and the other Loan  Documents.  If the  Borrower is required to
provide an amount of cash collateral  hereunder as a result of the occurrence of
an Event of  Default,  such  amount (to the extent not so applied as  aforesaid)
shall be returned to the Borrower within three Business Days after all Events of
Default have been cured or waived.

          (h) The Borrower's obligation to reimburse LC Disbursements  hereunder
shall be absolute, unconditional and irrevocable and shall be performed strictly
in  accordance  with  the  terms  of  this  Agreement  under  all  circumstances
whatsoever and irrespective of any of the following circumstances:

               (i)  Any lack of  validity  or  enforceability  of any  Letter of
     Credit or this Agreement;

               (ii) The existence of any claim, set-off,  defense or other right
     which the Borrower or any  Subsidiary or Affiliate of the Borrower may have
     at any time against a beneficiary or any transferee of any Letter of Credit
     (or any Persons or entities for whom any such beneficiary or transferee may
     be acting),  any Lender  (including  the Issuing Bank) or any other Person,
     whether in  connection  with this  Agreement or the Letter of Credit or any
     document related hereto or thereto or any unrelated transaction;

                                      -39-
<PAGE>
               (iii) Any draft or other  document  presented  under a Letter  of
     Credit  proving to be forged,  fraudulent  or invalid in any respect or any
     statement therein being untrue or inaccurate in any respect;

               (iv) Payment by the Issuing Bank under a Letter of Credit against
     presentation of a draft or other document to the Issuing Bank that does not
     comply with the terms of such Letter of Credit;

               (v)  Any other event or circumstance  whatsoever,  whether or not
     similar to any of the foregoing, that might, but for the provisions of this
     Section,  constitute a legal or equitable  discharge of, or provide a right
     of setoff against, the Borrower's obligations hereunder; or

               (vi) The existence of a Default or an Event of Default.

Neither the Administrative  Agent, the Issuing Bank, the Lenders nor any Related
Party of any of the  foregoing  shall have any  liability or  responsibility  by
reason of or in connection with the issuance or transfer of any Letter of Credit
or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to above), or any error, omission, interruption, loss
or delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit  (including  any document  required to
make a drawing  thereunder),  any error in  interpretation of technical terms or
any  consequence  arising  from causes  beyond the control of the Issuing  Bank;
PROVIDED,  that the foregoing  shall not be construed to excuse the Issuing Bank
from  liability to the Borrower to the extent of any actual  direct  damages (as
opposed  to  special,  indirect  (including  claims  for lost  profits  or other
consequential  damages),  or  punitive  damages,  claims in respect of which are
hereby  waived by the  Borrower  to the  extent  permitted  by  applicable  law)
suffered  by the  Borrower  that are  caused by the  Issuing  Bank's  failure to
exercise due care when determining  whether drafts or other documents  presented
under a Letter of Credit  comply  with the terms  thereof.  The  parties  hereto
expressly agree,  that in the absence of gross negligence or willful  misconduct
on the part of the Issuing Bank (as finally  determined  by a court of competent
jurisdiction),  the Issuing Bank shall be deemed to have  exercised  due care in
each such  determination.  In furtherance of the foregoing and without  limiting
the  generality  thereof,  the parties  agree that,  with  respect to  documents
presented  that appear on their face to be in  substantial  compliance  with the
terms of a Letter of  Credit,  the  Issuing  Bank may,  in its sole  discretion,
either accept and make payment upon such documents  without  responsibility  for
further investigation,  regardless of any notice or information to the contrary,
or refuse to accept and make payment upon such  documents if such  documents are
not in strict compliance with the terms of such Letter of Credit.

          (i) Each Letter of Credit shall be subject to the Uniform  Customs and
Practices for  Documentary  Credits (1993  Revision),  International  Chamber of
Commerce Publication No. 500, as the same may be amended from time to time, and,
to the extent not  inconsistent  therewith,  the governing law of this Agreement
set forth in Section 10.5.

          (j) The parties  acknowledge  and agree that, for all purposes of this
Agreement and the other Loan Documents,  the Existing Letters of Credit shall be
deemed to be Letters of Credit  hereunder to the same extent,  and with the same
effect,  as if such  Existing  Letters of Credit  had been  issued as Letters of
Credit pursuant to this Section 2.24 on the Closing Date.

                                      -40-
<PAGE>
          SECTION 2.25. EXTENSION OF COMMITMENT TERMINATION DATE.

          (a) At least  60 but not more  than 90 days  prior  to the  first  two
anniversarys of the Closing Date, the Borrower,  by delivering a written request
to the Administrative  Agent (such request being irrevocable),  may request that
the Revolving Commitment Termination Date be extended for an additional one-year
period.  Upon receipt of such notice,  the  Administrative  Agent shall promptly
communicate such request to the Lenders.

          (b) No earlier than 60 days prior, and no later than 45 days prior, to
such anniversary, the Lenders shall indicate to the Administrative Agent whether
the Borrower's request to so extend such Revolving  Commitment  Termination Date
is acceptable to the Lenders, it being understood that the determination by each
Lender will be in its sole and absolute  discretion  and that the failure of any
Lender to so respond  within such period shall be deemed to constitute a refusal
by such  Lender to consent  to such  request,  with the  result  being that such
request is denied (any Lender  refusing or deemed to refuse any such request,  a
"NON-CONSENTING LENDER"). The Administrative Agent shall notify the Borrower, in
writing,  of the  Lenders'  decisions  no  later  than  30  days  prior  to such
anniversary.

          (c) Subject to the satisfaction of the conditions set forth in SECTION
3.2, in the event that the sum of the Revolving  Commitments of the Lenders that
have  consented to the  Borrower's  request to extend the  Revolving  Commitment
Termination  Date (the "CONSENTING  LENDERS") plus the Revolving  Commitments of
Non-Consenting  Lenders with respect to such request that have been  assigned to
Consenting  Lenders or  Eligible  Assignees  pursuant to SECTION  10.4(b)  shall
constitute at least 80% of the aggregate  Revolving  Commitments,  the Revolving
Commitment Termination Date shall be extended for an additional one-year period;
PROVIDED,  HOWEVER, that unless assigned to Consenting Lenders or other Eligible
Assignees   pursuant  to  SECTION   10.4(b),   the  Revolving   Commitments   of
Non-Consenting Lenders shall automatically  terminate in accordance with SECTION
2.25(d).  If any Lender  refuses or is deemed to refuse to extend the  Revolving
Credit Termination Date for its Revolving Commitment,  then the Borrower may, at
its sole expense and effort,  upon notice to such Lender and the  Administrative
Agent,  require  such  Lender to  assign  and  delegate,  without  recourse  (in
accordance with and subject to the  restrictions  set forth in SECTION  10.4(b))
all its interests,  rights and obligations  under this Agreement to a Consenting
Lender or to an Eligible  Assignee that shall assume such Revolving  Commitment;
PROVIDED, that (i) the Borrower shall have received the prior written consent of
the Administrative Agent, which consent shall not be unreasonably withheld, (ii)
such Non-Consenting Lender shall have received payment of an amount equal to the
outstanding  principal amount of all Loans owed to it, accrued interest thereon,
accrued fees and all other amounts  payable to it  hereunder,  from the assignee
(in the case of such  outstanding  principal and accrued  interest) and from the
Borrower  (in the case of all other  amounts),  (iii)  assignments  of Revolving
Commitments  of  Non-Consenting  Lenders  to  Consenting  Lenders  and  Eligible
Assignees  shall  be  made  in  a  manner  that  allocates  all  such  Revolving
Commitments  pro rata among such Consenting  Lenders and Eligible  Assignees and
(iv) such  assignments  are  completed  no later  than  sixty  days  after  such
anniversary;  PROVIDED,  FURTHER,  that  before the  Borrower  may  solicit  any
institution  other than the  Consenting  Lenders to purchase any  Non-Consenting
Lender's  Revolving  Commitment  pursuant  to SECTION  10.4(b),  the  Consenting

                                      -41-
<PAGE>
Lenders shall have the option,  exercised in their sole discretion and allocated
pro rata among such Consenting  Lenders, to purchase by assignment the Revolving
Commitments of such Non-Consenting Lenders, and each Consenting Lender shall, at
least 15 days before such anniversary,  notify the Administrative  Agent and the
Borrower  of its  determination  of whether  or not to  purchase  any  Revolving
Commitment of the Non-Consenting Lenders.

          (d) If the  Borrower  requests  an  extension  of  the  then  existing
Revolving Credit Termination Date (the "EXISTING  TERMINATION DATE") pursuant to
this  Section,  and  there  are  any  Non-Consenting   Lenders  whose  Revolving
Commitments  are not  assigned  to a  Consenting  Lender  or  Eligible  Assignee
pursuant  to  this  SECTION  2.25,   then  the  Revolving   Commitment  of  each
Non-Consenting Lender shall automatically terminate on such Existing Termination
Date,  without any  further  action by, or notice  given to, any party,  and the
Borrower  shall  pay  to  each  such  Non-Consenting  Lender  on  such  Existing
Termination  Date the  principal  amount  of all  Revolving  Loans  made by such
Non-Consenting  Lender,  together with all interest,  fees,  breakage  costs and
other amounts accrued to such date.

                                   ARTICLE III

               CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT

          SECTION 3.1.  CONDITIONS  TO  EFFECTIVENESS.  The  obligations  of the
Lenders (including the Swingline Lender) to make Loans and the obligation of the
Issuing Bank to issue any Letter of Credit  hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or waived
in accordance with SECTION 10.2).

          (a) The  Administrative  Agent shall have  received all fees and other
amounts due and payable on or prior to the Closing Date, including reimbursement
or payment of all out-of-pocket expenses (including reasonable fees, charges and
disbursements of counsel to the Administrative  Agent) required to be reimbursed
or paid by the Borrower  hereunder,  under any other Loan Document and under any
agreement with the  Administrative  Agent or SunTrust Capital Markets,  Inc., as
Arranger.

          (b) The Administrative  Agent (or its counsel) shall have received the
following:

               (i)  a counterpart  of this  Agreement  signed by or on behalf of
     each party hereto or written  evidence  satisfactory to the  Administrative
     Agent (which may include  telecopy  transmission of a signed signature page
     of this  Agreement)  that  such  party  has  signed a  counterpart  of this
     Agreement;

               (ii) if requested by any Lender,  duly executed  Revolving Credit
     Notes  payable  to  such  Lender  and the  Swingline  Note  payable  to the
     Swingline Lender;

               (iii) the duly  executed  Subsidiary   Guaranty  Agreement,   the
     Holdings Guaranty Agreement and Indemnity and Contribution Agreement;

                                      -42-
<PAGE>
               (iv) copies  of  duly  executed  payoff  letters,   in  form  and
     substance  satisfactory to  Administrative  Agent,  executed by each of the
     Existing Lenders or the agent thereof;

               (v)  a  certificate  of the  Secretary or Assistant  Secretary of
     each Loan Party,  attaching and certifying  copies of its bylaws and of the
     resolutions of its boards of directors, or partnership agreement or limited
     liability company  agreement,  or comparable  organizational  documents and
     authorizations,  authorizing the execution, delivery and performance of the
     Loan Documents to which it is a party and  certifying  the name,  title and
     true  signature  of each  officer  of such Loan  Party  executing  the Loan
     Documents to which it is a party;

               (vi) certified   copies  of  the  articles  or   certificate   of
     incorporation, certificate of organization or limited partnership, or other
     registered  organizational  documents  of each Loan  Party,  together  with
     certificates  of good standing or existence,  as may be available  from the
     Secretary of State of the jurisdiction of organization of such Loan Party;

               (vii) a favorable  written  opinion  of Snell &  Wilmer,  L.L.P.,
     counsel to the Loan Parties, addressed to the Administrative Agent and each
     of the Lenders, and covering such matters relating to the Loan Parties, the
     Loan   Documents  and  the   transactions   contemplated   therein  as  the
     Administrative Agent or the Required Lenders shall reasonably request;

               (viii) a  certificate,  dated the  Closing  Date and  signed by a
     Responsible Officer, confirming compliance with the conditions set forth in
     paragraphs (a), (b) and (c) of SECTION 3.2;

               (ix) a duly executed Notice of Borrowing;

               (x)  a duly executed funds disbursement agreement;

               (xi) certified copies of all consents, approvals, authorizations,
     registrations  and filings and orders  required or  advisable to be made or
     obtained under any Requirement of Law, or by any Contractual  Obligation of
     each Loan Party, in connection with the execution,  delivery,  performance,
     validity  and   enforceability   of  the  Loan  Documents  or  any  of  the
     transactions   contemplated   thereby,   and  such   consents,   approvals,
     authorizations,  registrations,  filings and orders  shall be in full force
     and effect and all applicable waiting periods shall have expired; and

               (xii) copies of (A) the internally prepared  quarterly  financial
     statements of Holdings and its Subsidiaries on a consolidated basis for the
     Fiscal  Quarter  ended  June 30,  2002,  and (B) the  audited  consolidated
     financial statements for Holdings and its subsidiaries for the Fiscal Years
     ended December 31, 1999, December 31, 2000, and December 31, 2001; and

                                      -43-
<PAGE>
               (xiii) certificates of insurance  issued on behalf of insurers of
     the Borrower and all guarantors,  describing in reasonable detail the types
     and  amounts  of  insurance  (property  and  liability)  maintained  by the
     Borrower and all guarantors.

          SECTION 3.2. EACH CREDIT EVENT.  The obligation of each Lender to make
a Loan on the occasion of any Borrowing and of the Issuing Bank to issue, amend,
renew or extend  any  Letter of Credit is  subject  to the  satisfaction  of the
following conditions:

          (a) at the  time  of and  immediately  after  giving  effect  to  such
Borrowing  or the  issuance,  amendment,  renewal or extension of such Letter of
Credit, as applicable, no Default or Event of Default shall exist;

          (b) all representations and warranties of each Loan Party set forth in
the Loan Documents shall be true and correct in all material  respects on and as
of the date of such Borrowing or the date of issuance,  amendment,  extension or
renewal of such Letter of Credit,  in each case before and after  giving  effect
thereto;

          (c)  since  the  date  of the  financial  statements  of the  Borrower
described in SECTION 4.4, there shall have been no change which has had or could
reasonably be expected to have a Material Adverse Effect;

          (d)  the  Borrower  shall  have  delivered  the  required   Notice  of
Borrowing; and

          (e) the Administrative Agent shall have received such other documents,
certificates,  information or legal opinions as the Administrative  Agent or the
Required Lenders may reasonably  request,  all in form and substance  reasonably
satisfactory to the Administrative Agent or the Required Lenders.

          Each Borrowing and each issuance,  amendment,  extension or renewal of
any Letter of Credit shall be deemed to constitute a representation and warranty
by the  Borrower on the date thereof as to the matters  specified in  paragraphs
(a), (b) and (c) of this SECTION 3.2.

          SECTION  3.3.  DELIVERY  OF  DOCUMENTS.  All  of the  Loan  Documents,
certificates,  legal opinions and other documents and papers referred to in this
ARTICLE   III,   unless   otherwise   specified,   shall  be  delivered  to  the
Administrative  Agent for the account of each of the Lenders and, except for the
Notes, in sufficient counterparts or copies for each of the Lenders and shall be
in form and substance satisfactory in all respects to the Administrative Agent.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

          Each of  Holdings  and the  Borrower  represents  and  warrants to the
Administrative Agent and each Lender as follows:

          SECTION 4.1.  EXISTENCE;  POWER.  Each of  Holdings,  Borrower and its
Subsidiaries  (i) is duly organized,  validly existing and in good standing as a
corporation,  partnership  or limited  liability  company  under the laws of the

                                      -44-
<PAGE>
jurisdiction of its organization,  (ii) has all requisite power and authority to
carry on its  business  as now  conducted,  and  (iii) is duly  qualified  to do
business, and is in good standing, in each jurisdiction where such qualification
is required,  except where a failure to be so qualified  could not reasonably be
expected to result in a Material Adverse Effect.

          SECTION  4.2.  ORGANIZATIONAL  POWER;  AUTHORIZATION.  The  execution,
delivery and performance by each Loan Party of the Loan Documents to which it is
a party are within such Loan  Party's  organizational  powers and have been duly
authorized  by  all  necessary  organizational,  and if  required,  shareholder,
partner or member,  action.  This Agreement has been duly executed and delivered
by the Borrower, and constitutes, and each other Loan Document to which any Loan
Party  is a  party,  when  executed  and  delivered  by such  Loan  Party,  will
constitute, valid and binding obligations of the Borrower or such Loan Party (as
the case may be),  enforceable  against it in accordance  with their  respective
terms,  except  as  may  be  limited  by  applicable   bankruptcy,   insolvency,
reorganization,  moratorium,  or  similar  laws  affecting  the  enforcement  of
creditors' rights generally and by general principles of equity.

          SECTION 4.3.  GOVERNMENTAL  APPROVALS;  NO CONFLICTS.  The  execution,
delivery and performance by the Borrower and Holdings of this Agreement,  and by
each Loan  Party of the other Loan  Documents  to which it is a party (a) do not
require any consent or approval of,  registration  or filing with, or any action
by, any Governmental  Authority,  except those as have been obtained or made and
are in full force and  effect,  (b) will not  violate  any  Requirements  of Law
applicable  to Holdings,  Borrower or any of its  Subsidiaries  or any judgment,
order or ruling of any Governmental Authority, (c) will not violate or result in
a default under any indenture,  material agreement or other material  instrument
binding  on any Loan  Party or any of its  Subsidiaries  or any of its assets or
give rise to a right  thereunder  to require  any payment to be made by any Loan
Party or any of its  Subsidiaries  and (d) will not  result in the  creation  or
imposition  of  any  Lien  on  any  asset  of  any  Loan  Party  or  any  of its
Subsidiaries, except Liens (if any) created under the Loan Documents.

          SECTION 4.4. FINANCIAL STATEMENTS.  The Borrower has furnished to each
Lender  (i)  the  audited   consolidated  balance  sheet  of  Holdings  and  its
Subsidiaries as of December 31, 2001 and the related consolidated  statements of
income,  shareholders'  equity  and cash  flows for the  Fiscal  Year then ended
prepared  by KPMG LLP and  (ii)  the  unaudited  consolidated  balance  sheet of
Holdings and its  Subsidiaries  as of June 30, 2002,  and the related  unaudited
consolidated  statements  of income and cash flows for the  Fiscal  Quarter  and
year-to-date  period then  ending,  certified  by a  Responsible  Officer.  Such
financial  statements  fairly present the  consolidated  financial  condition of
Holdings and its Subsidiaries as of such dates and the  consolidated  results of
operations  for such  periods  in  conformity  with GAAP  consistently  applied,
subject to year end audit  adjustments  and the absence of footnotes in the case
of the statements  referred to in clause (ii).  Since  December 31, 2001,  there
have been no changes with respect to Holdings, the Borrower and its Subsidiaries
which  have had or could  reasonably  be  expected  to  have,  singly  or in the
aggregate, a Material Adverse Effect.

          SECTION 4.5. LITIGATION AND ENVIRONMENTAL  MATTERS. (a) No litigation,
investigation  or  proceeding  of or  before  any  arbitrators  or  Governmental
Authorities is pending against or, to the knowledge of Holdings or the Borrower,
threatened against or affecting any Loan Party or any of its Subsidiaries (i) as

                                      -45-
<PAGE>
to which there is a  reasonable  possibility  of an adverse  determination  that
could reasonably be expected to have, either individually or in the aggregate, a
Material  Adverse  Effect or (ii) which in any manner  draws into  question  the
validity or enforceability of this Agreement or any other Loan Document.

          (b) Except for the matters  set forth on  SCHEDULE  4.5, no Loan Party
nor any of its Subsidiaries (i) has failed to comply with any  Environmental Law
or to obtain,  maintain  or comply with any  permit,  license or other  approval
required  under  any   Environmental   Law,  (ii)  has  become  subject  to  any
Environmental Liability,  (iii) has received notice of any claim with respect to
any  Environmental  Liability  or (iv) knows of any basis for any  Environmental
Liability, where any such event or circumstance described in clauses (i) through
(iv) above could reasonably be expected to have,  either  individually or in the
aggregate, a Material Adverse Effect.

          SECTION 4.6. COMPLIANCE WITH LAWS AND AGREEMENTS.  Each Loan Party and
each of its  Subsidiaries is in compliance with (a) all  Requirements of Law and
all  judgments,  decrees and orders of any  Governmental  Authority  and (b) all
indentures,  agreements or other instruments  binding upon it or its properties,
except  where  non-compliance,  either  singly  or in the  aggregate,  could not
reasonably be expected to result in a Material Adverse Effect.

          SECTION 4.7.  INVESTMENT  COMPANY ACT, ETC. Neither any Loan Party nor
any of its Subsidiaries is (a) an "investment  company" or is "controlled" by an
"investment  company",  as such terms are defined  in, or subject to  regulation
under, the Investment  Company Act of 1940, as amended,  (b) a "holding company"
as defined  in, or subject  to  regulation  under,  the Public  Utility  Holding
Company Act of 1935, as amended or (c) otherwise subject to any other regulatory
scheme  limiting its ability to incur debt or requiring  any approval or consent
from or  registration or filing with, any  Governmental  Authority in connection
therewith.

          SECTION  4.8.  TAXES.  Each Loan Party and its  Subsidiaries  and each
other  Person for whose  taxes any Loan  Party or any  Subsidiary  could  become
liable  have timely  filed or caused to be filed all Federal  income tax returns
and all other  material tax returns  that are required to be filed by them,  and
have  paid all  taxes  shown to be due and  payable  on such  returns  or on any
assessments  made against it or its property and all other taxes,  fees or other
charges  imposed on it or any of its  property  by any  Governmental  Authority,
except where the same are currently being contested in good faith by appropriate
proceedings and for which Loan Parties or such  Subsidiary,  as the case may be,
has set aside on its books  adequate  reserves  in  accordance  with  GAAP.  The
charges,  accruals  and  reserves  on the  books of the Loan  Parties  and their
Subsidiaries in respect of such taxes are adequate,  and no tax liabilities that
could be materially in excess of the amount so provided are anticipated.

          SECTION 4.9.  MARGIN  REGULATIONS.  None of the proceeds of any of the
Loans  or  Letters  of  Credit  will  be  used,  directly  or  indirectly,   for
"purchasing"  or "carrying" any "margin  stock" with the respective  meanings of
each of such terms under  Regulation  U of the Board of Governors of the Federal
Reserve  System  as now and from  time to time  hereafter  in  effect or for any
purpose that  violates the  provisions of Regulation U. None of the Loan Parties
or  their  Subsidiaries  is  engaged  principally,  or as one  of its  important
activities, in the business of extending credit for the purpose of purchasing or
carrying "margin stock."

                                      -46-
<PAGE>
          SECTION  4.10.  ERISA.  No ERISA Event has  occurred or is  reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a  Material  Adverse  Effect.  The  present  value of all  accumulated
benefit  obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial  Standards No. 87) did not, as of the date of the most
recent  financial  statements  reflecting  such  amounts,  exceed  by more  than
$10,000,000  the fair market  value of the assets of such Plan,  and the present
value of all accumulated  benefit obligations of all underfunded Plans (based on
the  assumptions  used for purposes of Statement of Financial  Standards No. 87)
did not, as of the date of the most recent financial statements  reflecting such
amounts,  exceed by more than $10,000,000 the fair market value of the assets of
all such underfunded Plans.

          SECTION 4.11. OWNERSHIP OF PROPERTY.

          (a) Each of the Loan Parties and their Subsidiaries has good title to,
or valid leasehold  interests in, all of its real and personal property material
to the  operation  of its  business,  including  all  such  material  properties
reflected in the most recent audited  consolidated balance sheet of the Holdings
referred  to in  SECTION  4.4 or  purported  to have been  acquired  by the Loan
Parties or any Subsidiary after said date (except as sold or otherwise  disposed
of in the  ordinary  course of  business),  in each case free and clear of Liens
prohibited by this Agreement.  All leases that  individually or in the aggregate
are  material  to the  business  or  operations  of the Loan  Parties  and their
Subsidiaries are valid and subsisting and are in full force and effect.

          (b)  Each of the Loan  Parties  and  their  Subsidiaries  owns,  or is
licensed, or otherwise has the right, to use, all patents,  trademarks,  service
marks, trade names,  copyrights and other intellectual  property material to its
business,  and the use thereof by the Loan Parties and their  Subsidiaries  does
not  infringe  on  the  rights  of  any  other  Person,   except  for  any  such
infringements that, individually or in the aggregate,  would not have a Material
Adverse Effect.

          (c) The  properties  of the Loan  Parties and their  Subsidiaries  are
insured with financially sound and reputable  insurance  companies which are not
Affiliates of Holdings,  subject to the self-insurance  provisions  contained in
SECTION 5.8, in such amounts with such  deductibles  and covering  such risks as
are customarily  carried by companies  engaged in similar  businesses and owning
similar  properties  in  localities  where the Loan  Parties  or the  applicable
Subsidiary operates.

          SECTION 4.12.  DISCLOSURE.  Holdings and the Borrower has disclosed to
the Lenders all agreements,  instruments, and corporate or other restrictions to
which  each Loan  Party or any of its  Subsidiaries  is  subject,  and all other
matters known to any of them,  that,  individually  or in the  aggregate,  could
reasonably  be  expected  to result in a Material  Adverse  Effect.  Neither the
Information  Memorandum nor any of the reports (including without limitation all
reports  that  Holdings  is required to file with the  Securities  and  Exchange
Commission),  financial statements,  certificates or other information furnished
by or on behalf of Holdings or the Borrower to the  Administrative  Agent or any
Lender in connection  with the  negotiation  or syndication of this Agreement or
any other Loan  Document or delivered  hereunder or  thereunder  (as modified or
supplemented  by any other  information  so  furnished)  contains  any  material
misstatement  of fact or omits to state any material fact  necessary to make the
statements therein,  taken as a whole, in light of the circumstances under which

                                      -47-
<PAGE>
they were  made,  not  misleading;  PROVIDED,  that with  respect  to  projected
financial  information,  Holdings  and the  Borrower  represent  only  that such
information  was  prepared in good faith based upon  assumptions  believed to be
reasonable at the time.

          SECTION 4.13. LABOR RELATIONS. There are no strikes, lockouts or other
material  labor  disputes  or  grievances  against  any Loan Party or any of its
Subsidiaries,  or, to the knowledge of Holdings or Borrower,  threatened against
or  affecting  any Loan  Party or any of its  Subsidiaries,  and no  significant
unfair labor practice,  charges or grievances are pending against any Loan Party
or  any of its  Subsidiaries,  or to the  knowledge  of  Holdings  or  Borrower,
threatened against any of them before any Governmental  Authority.  All payments
due from any Loan Party or any of its Subsidiaries pursuant to the provisions of
any collective  bargaining agreement have been paid or accrued as a liability on
the  books of any such  Loan  Party or any such  Subsidiary,  except  where  the
failure to do so could not  reasonably  be expected  to have a Material  Adverse
Effect.

          SECTION 4.14. SUBSIDIARIES.  SCHEDULE 4.14 sets forth the name of, the
ownership  interest  of  Holdings  and the  Borrower  in,  the  jurisdiction  of
incorporation  or  organization  of,  and  the  type  of,  each  Subsidiary  and
identifies  each  Subsidiary that is a Subsidiary Loan Party, in each case as of
the Closing Date.

          SECTION 4.15. INTENTIONALLY OMITTED.

          SECTION  4.16.  INSOLVENCY.  After giving  effect to the execution and
delivery of the Loan  Documents,  the making of the Loans under this  Agreement,
and the repayment of the Refinanced Indebtedness,  none of the Loan Parties will
be  "insolvent,"  within the meaning of such term as defined in ss. 101 of Title
11 of the United  States Code, as amended from time to time, or be unable to pay
its debts  generally  as such debts  become due, or have an  unreasonably  small
capital  to  engage  in  any  business  or   transaction,   whether  current  or
contemplated.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

          Each of Holdings and the Borrower covenants and agrees that so long as
any  Lender has a  Commitment  hereunder  or any  Obligation  remains  unpaid or
outstanding:

          SECTION 5.1. FINANCIAL STATEMENTS AND OTHER INFORMATION.  The Borrower
will deliver to the Administrative Agent:

          (a) so long as Holdings is required  to file  periodic  reports  under
Section  13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934,  as
amended,  no later than 5 days after  Holdings is required to have delivered its
annual financial statements thereunder and otherwise as soon as available and in
any event within 95 days after the end of each Fiscal Year of  Holdings,  a copy
of the  annual  audited  report  for  such  Fiscal  Year  for  Holdings  and its
Subsidiaries,  containing  a  consolidated  balance  sheet of  Holdings  and its
Subsidiaries  as of the end of such  Fiscal  Year and the  related  consolidated
statements of income,  stockholders'  equity and cash flows  (together  with all

                                      -48-
<PAGE>
footnotes  thereto)  of Holdings  and its  Subsidiaries  for such  Fiscal  Year,
setting  forth in each case in  comparative  form the figures  for the  previous
Fiscal  Year,  all in  reasonable  detail and  reported  on by KPMG LLP or other
independent  public  accountants of nationally  recognized  standing  (without a
"going concern" or like qualification,  exception or explanation and without any
qualification  or  exception  as to scope of such audit) to the effect that such
financial  statements  present  fairly in all material  respects  the  financial
condition  and the results of operations  of Holdings and its  Subsidiaries  for
such Fiscal Year on a  consolidated  basis 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;

          (b) so long as Holdings is required  to file  periodic  reports  under
Section  13(a) or  Section  15(d) of the  Securities  Exchange  Act of 1934,  as
amended,  no later than 5 days after  Holdings is required to have delivered its
quarterly financial  statements  thereunder,  and otherwise within 50 days after
the end of each Fiscal Quarter of Holdings,  an unaudited  consolidated  balance
sheet of Holdings and its  Subsidiaries as of the end of such Fiscal Quarter and
the  related  unaudited  consolidated  statements  of income  and cash  flows of
Holdings  and its  Subsidiaries  for such Fiscal  Quarter  and the then  elapsed
portion of such Fiscal Year; (c) concurrently with the delivery of the financial
statements  referred to in clauses (a) and (b) above,  a Compliance  Certificate
signed by the principal executive officer and the principal financial officer of
Holdings;

          (d) promptly after the same become publicly  available,  copies of all
periodic and other reports,  proxy statements and other materials filed with the
Securities and Exchange Commission,  or any Governmental Authority succeeding to
any or all  functions  of said  Commission,  or  with  any  national  securities
exchange, or distributed by Holdings to its shareholders  generally, as the case
may be; and

          (e) promptly  following any request  therefor,  such other information
regarding the results of operations, business affairs and financial condition of
any Loan Party or any Subsidiary as the  Administrative  Agent, on behalf of any
Lender, may reasonably request.

          So long as Holdings is required to file periodic reports under Section
13(a) or Section  15(d) of the  Securities  Exchange  Act of 1934,  as  amended,
Borrower may satisfy its obligation to deliver the financial statements referred
to in clauses  (a) and (b) above by  delivering  such  financial  statements  by
electronic mail to such e-mail addresses as the Administrative Agent and Lenders
shall have provided to Borrower from time to time.

          SECTION 5.2. NOTICES OF MATERIAL EVENTS.  The Borrower will furnish to
the Administrative Agent prompt written notice of the following:

          (a) the occurrence of any Default or Event of Default;

          (b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental  Authority against or, to the knowledge of
the Borrower,  affecting any Loan Party or any  Subsidiary  which,  if adversely
determined, could reasonably be expected to result in a Material Adverse Effect;

                                      -49-
<PAGE>
          (c) the occurrence of any event or any other  development by which any
Loan Party or any of its Subsidiaries (i) fails to comply with any Environmental
Law or to obtain,  maintain or comply with any permit, license or other approval
required under any Environmental  Law, (ii) becomes subject to any Environmental
Liability,  (iii) receives notice of any claim with respect to any Environmental
Liability,  or (iv) becomes aware of any basis for any  Environmental  Liability
and in each of the preceding  clauses,  which  individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect;

          (d) the occurrence of any ERISA Event that alone, or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
liability of Holdings,  the Borrower and its Subsidiaries in an aggregate amount
exceeding $10,000,000;

          (e) the  receipt by any Loan Party or any of its  Subsidiaries  of any
written  notice of an  alleged  default or event of  default,  in respect of any
Material Indebtedness of any Loan Party or any of its Subsidiaries; and

          (f) any other  development  that  results in, or could  reasonably  be
expected to result in, a Material Adverse Effect.

          (g) Each notice delivered under this Section shall be accompanied by a
written  statement of a  Responsible  Officer  setting  forth the details of the
event or  development  requiring such notice and any action taken or proposed to
be taken with respect thereto.

          SECTION 5.3. EXISTENCE;  CONDUCT OF BUSINESS. Each of Holdings and the
Borrower  will,  and will cause each of its  Subsidiaries  to, do or cause to be
done all things  necessary  to  preserve,  renew and  maintain in full force and
effect  its legal  existence  and take all  reasonable  action to  maintain  its
respective  rights,  licenses,   permits,   privileges,   franchises,   patents,
copyrights,  trademarks  and trade names material to the conduct of its business
and will continue to engage in the same business as presently  conducted or such
other businesses that are reasonably related thereto;  PROVIDED, that nothing in
this Section shall prohibit any merger, consolidation,  sale, lease, transfer or
other  disposition,  liquidation or dissolution  permitted under SECTIONS 7.3 OR
7.6.

          SECTION  5.4.  COMPLIANCE  WITH LAWS,  ETC.  Each of Holdings  and the
Borrower will, and will cause each of its Subsidiaries to, comply with all laws,
rules,  regulations and requirements of any Governmental Authority applicable to
its business and properties,  including  without  limitation,  all Environmental
Laws, ERISA and OSHA, except where the failure to do so, either  individually or
in the  aggregate,  could not  reasonably  be  expected  to result in a Material
Adverse Effect.

          SECTION 5.5. PAYMENT OF OBLIGATIONS. Each of Holdings and the Borrower
will, and will cause each of its Subsidiaries to, pay and discharge at or before
maturity,  all of its material  obligations and liabilities  (including  without
limitation all tax liabilities and claims that could result in a statutory Lien)
before the same shall  become  delinquent  or in default,  except  where (a) the
validity  or amount  thereof is being  contested  in good  faith by  appropriate

                                      -50-
<PAGE>
proceedings,  (b) Holdings, the Borrower or such Subsidiary has set aside on its
books adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to
result in a Material Adverse Effect.

          SECTION  5.6.  BOOKS AND  RECORDS.  Each of Holdings  and the Borrower
will,  and will cause each of its  Subsidiaries  to, keep proper books of record
and  account  in which  full,  true  and  correct  entries  shall be made of all
dealings and  transactions  in relation to its business  and  activities  to the
extent necessary to prepare the consolidated financial statements of Holdings in
conformity with GAAP.

          SECTION 5.7.  VISITATION,  INSPECTION,  ETC.  Each of Holdings and the
Borrower  will,  and  will  cause  each  of  its  Subsidiaries  to,  permit  any
representative of the  Administrative  Agent or any Lender, to visit and inspect
its  properties,  to examine  its books and  records and to make copies and take
extracts therefrom,  and to discuss its affairs,  finances and accounts with any
of its officers and with its independent  certified public  accountants,  all at
such reasonable times and as often as the Administrative Agent or any Lender may
reasonably request after reasonable prior notice to the Borrower.

          SECTION 5.8.  MAINTENANCE OF PROPERTIES;  INSURANCE.  Each of Holdings
and the Borrower will, and will cause each of its  Subsidiaries to, (a) keep and
maintain  all  property  material to the conduct of its business in good working
order and  condition,  except for  ordinary  wear and tear and except  where the
failure to do so, either individually or in the aggregate,  could not reasonably
be  expected  to result in a Material  Adverse  Effect,  and (b)  maintain  with
financially sound and reputable insurance  companies,  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
companies  in the same or similar  businesses  operating  in the same or similar
locations;  PROVIDED, that Holdings, Borrower and any Subsidiary may self-insure
against any risk required to be insured pursuant to this Section in an aggregate
amount of up to $5,000,000 per occurrence and,  PROVIDED,  further,  that in the
event that Holdings,  Borrower or any Subsidiary  self-insures against any risks
required to be insured against  pursuant to this Section in an aggregate  amount
in excess of $5,000,000 per occurrence,  such self-insurance shall be in amounts
satisfactory to the Administrative Agent.

          SECTION 5.9. USE OF PROCEEDS AND LETTERS OF CREDIT.  The Borrower will
use the  proceeds of the initial  Loans made on the  Closing  Date to  refinance
existing Indebtedness and the proceeds of all other Loans made after the Closing
Date to finance  working  capital  needs,  Permitted  Acquisitions,  and Capital
Expenditures,  to pay  dividends to Holdings  for the purpose of  financing  the
repurchase  of  shares  of  Capital  Stock of  Holdings  and for  other  general
corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds
of any Loan will be used,  whether directly or indirectly,  for any purpose that
would  violate any rule or  regulation  of the Board of Governors of the Federal
Reserve System,  including  Regulations T, U or X. All Letters of Credit will be
used for general corporate purposes.

          SECTION 5.10. ADDITIONAL SUBSIDIARIES. (a) If any Subsidiary becomes a
Material  Subsidiary  after the Closing  Date,  or any  Material  Subsidiary  is
acquired or formed after the Closing Date,  the Borrower  will,  within ten (10)
Business Days after any such Subsidiary becomes a Material  Subsidiary,  or such
Material  Subsidiary  is acquired  or formed,  notify the  Administrative  Agent
thereof and will cause such  Material  Subsidiary  to become a  Subsidiary  Loan
Party.

                                      -51-
<PAGE>
          (b)  If,  at  any  time,  the  aggregate   revenue  or  assets  (on  a
non-consolidated  basis) of Holdings,  the Borrower and those  Subsidiaries that
are then  Subsidiary  Loan  Parties  are  less  than  the  Aggregate  Subsidiary
Threshold,  then the  Borrower  shall  cause one or more other  Subsidiaries  to
become  additional  Subsidiary  Loan Parties,  as provided in this SECTION 5.10,
within ten (10) Business Days after such revenues or assets become less than the
Aggregate  Subsidiary Threshold so that after including the revenue or assets of
any such additional Subsidiary Loan Parties, the aggregate revenue or assets (on
a non-consolidated basis) of Holdings, the Borrower and all such Subsidiary Loan
Parties would equal or exceed the Aggregate Subsidiary Threshold.

          (c) The Borrower may elect at any time to have any  Subsidiary  become
an additional Subsidiary Loan Party as provided in this SECTION 5.10.

          (d) Upon the  occurrence and during the  continuation  of any Event of
Default,  if the Required Lenders so direct, the Borrower shall (i) cause all of
its Subsidiaries to become  additional  Subsidiary Loan Parties,  as provided in
this SECTION 5.10, within ten (10) Business Days after the Borrower's receipt of
written confirmation of such direction from the Administrative Agent.

          (e) A Subsidiary  shall become an additional  Subsidiary Loan Party by
executing  and  delivering  to the  Administrative  Agent a Subsidiary  Guaranty
Supplement and an Indemnity and Contribution  Agreement Supplement,  accompanied
by (i) all other  Loan  Documents  related  thereto,  (ii)  certified  copies of
certificates or articles of incorporation or organization,  by-laws,  membership
operating   agreements,   and  other   organizational   documents,   appropriate
authorizing  resolutions  of the board of  directors of such  Subsidiaries,  and
opinions of counsel  comparable to those delivered pursuant to SECTION 3.1(VII),
and (III)  such  other  documents  as the  Administrative  Agent may  reasonably
request.  No Subsidiary  that becomes a Subsidiary  Loan Party shall  thereafter
cease to be a Subsidiary  Loan Party or be entitled to be released or discharged
from its obligations  under the Subsidiary  Guaranty  Agreement or Indemnity and
Contribution Agreement, except in connection with a sale of such Subsidiary Loan
Party's Capital Stock or assets pursuant to SECTION 7.6, a merger  consolidation
or other fundamental change with respect to such Subsidiary Loan Party described
in SECTION 7.3 or otherwise expressly permitted pursuant to SECTIONS 5.3, 7.3 or
7.6 of this Agreement or consented to in writing by all of the Lenders.

          SECTION  5.11.  POST  CLOSING.  Within  sixty (60) days of the Closing
Date, the Borrower will deliver to the Administrative Agent certificates of good
standing or existence from the Secretary of State of Alabama or Arizona,  as the
case may be, for any Loan Party that does business as a foreign  corporation  in
Alabama or Arizona.

                                      -52-
<PAGE>
                                   ARTICLE VI

                               FINANCIAL COVENANTS

          Each of Holdings and the Borrower covenants and agrees that so long as
any  Lender has a  Commitment  hereunder  or any  Obligation  remains  unpaid or
outstanding:

          SECTION 6.1. LEVERAGE RATIO.  Holdings will maintain, as of the end of
each Fiscal  Quarter,  commencing  with the Fiscal Quarter  ending  December 31,
2002, a Leverage Ratio of not greater than (i) 2.75:1.00 for each Fiscal Quarter
through and including December 31, 2003 and (ii) 2.5:1.0 for each Fiscal Quarter
ending thereafter.

          SECTION 6.2. FIXED CHARGE  COVERAGE  RATIO.  Holdings will have, as of
the end of each  Fiscal  Quarter,  commencing  with the  Fiscal  Quarter  ending
December  31,  2002,  a Fixed  Charge  Coverage  Ratio of not  less  than of (i)
1.50:1.00 for each Fiscal  Quarter  through and including  December 31, 2004 and
(ii) 1.75:1.0 for each Fiscal Quarter thereafter.

          SECTION 6.3. CONSOLIDATED TANGIBLE NET WORTH. Holdings will not permit
its  Consolidated  Tangible Net Worth at any time to be less than  $600,000,000,
commencing  with  the  Fiscal  Quarter  ending  December  31,  2002  PLUS 50% of
Consolidated Net Income on a cumulative basis for all preceding Fiscal Quarters,
commencing with the Fiscal Quarter ending December 31, 2002;  PROVIDED,  that if
Consolidated  Net Income is negative in any Fiscal  Quarter the amount added for
such Fiscal  Quarter  shall be zero and such  negative  Consolidated  Net Income
shall not reduce the amount of  Consolidated  Net Income added from any previous
Fiscal Quarter.  The amount of  Consolidated  Tangible Net Worth set forth above
shall be increased by 100% of the amount by which Holdings "total  stockholders'
equity" is  increased  as a result of any public or private  offering  of common
stock of Holdings after the Closing Date. Promptly upon the consummation of such
offering,  Holdings  shall  notify  the  Administrative  Agent in writing of the
amount of such increase in "total stockholders' equity".

          SECTION 6.4.  UNENCUMBERED  ASSETS.  Holdings  will not allow,  at any
time, the  consolidated  assets of Holdings and its  Subsidiaries  consisting of
cash on hand,  real  estate at net book  value  (up to an  amount  not to exceed
$150,000,000)  and  rolling  stock  (including  without  limitation  trucks  and
trailers)  that are free and  clear of any and all Liens to be less than 120% of
the sum of the  accounts  payable,  letter of credit  reimbursement  obligations
(including without limitation reimbursement  obligations with respect to Letters
of Credit), Guarantees and all funded Indebtedness (including without limitation
the Loans) of Holdings and its Subsidiaries  measured on a consolidated basis as
reported in the consolidated  financial  statements of Holdings delivered to the
Lenders pursuant to this Agreement from time to time.

                                   ARTICLE VII

                               NEGATIVE COVENANTS

          Each of Holdings and the Borrower covenants and agrees that so long as
any Lender has a Commitment hereunder or any Obligation remains outstanding:

          SECTION  7.1.  INDEBTEDNESS  AND  PREFERRED  EQUITY.  Holdings and the
Borrower  will not,  and will not permit  any of its  Subsidiaries  to,  create,
incur, assume or suffer to exist any Indebtedness, except:

                                      -53-
<PAGE>
          (a) Indebtedness created pursuant to the Loan Documents;

          (b) Indebtedness of Holdings and its Subsidiaries existing on the date
hereof and set forth on SCHEDULE 7.1 and extensions,  renewals and  replacements
of any such Indebtedness  that do not increase the outstanding  principal amount
thereof  (immediately  prior to giving  effect  to such  extension,  renewal  or
replacement) or shorten the maturity or the weighted average life thereof;

          (c) Indebtedness of Holdings or any Subsidiary incurred to finance the
acquisition,  construction  or  improvement  of any  fixed  or  capital  assets,
including Capital Lease Obligations,  and any Indebtedness assumed in connection
with the  acquisition of any such assets or secured by a Lien on any such assets
prior to the acquisition thereof;  provided,  that such Indebtedness is incurred
prior to or within 90 days  after such  acquisition  or the  completion  of such
construction or improvements or extensions,  renewals,  and  replacements of any
such Indebtedness that do not increase the outstanding  principal amount thereof
(immediately  prior to giving effect to such extension,  renewal or replacement)
or shorten the maturity or the weighted average life thereof;  provided further,
that the  aggregate  principal  amount  of such  Indebtedness  does  not  exceed
$100,000,000 at any time outstanding;

          (d)  Indebtedness  of  Holdings  owing  to any  Subsidiary  and of any
Subsidiary  owing to the Borrower or any other  Subsidiary;  PROVIDED,  that any
such  Indebtedness  that is owed to a Subsidiary  that is not a Subsidiary  Loan
Party shall be subject to SECTION 7.4;

          (e)  Guarantees by Holdings of  Indebtedness  of any Subsidiary and by
any  Subsidiary  of  Indebtedness  of  the  Borrower  or any  other  Subsidiary;
PROVIDED,  that  Guarantees by any Loan Party of  Indebtedness of any Subsidiary
that is not a Subsidiary Loan Party shall be subject to SECTION 7.4;

          (f)  Indebtedness  of any Person which becomes a Subsidiary  after the
date of this Agreement  (provided that such Indebtedness exists at the time that
such Person  becomes a Subsidiary and is not created in  contemplation  of or in
connection with such Person becoming a Subsidiary) or extensions,  renewals, and
replacements  of any such  Indebtedness  that do not  increase  the  outstanding
principal amount thereof  (immediately prior to giving effect to such extension,
renewal or  replacement)  or shorten the maturity or the  weighted  average life
thereof;

          (g)  Indebtedness  in  respect  of  any   Securitization   Transaction
permitted by Section 7.6(e);

          (h) Hedging Obligations permitted by SECTION 7.10; and

          (i)  other  secured  or  unsecured  Indebtedness  of  Holdings  or its
Subsidiaries in an aggregate  principal amount not to exceed $200,000,000 at any
time outstanding.

Holdings  will not, and will not permit any  Subsidiary  to, issue any preferred
stock or other  preferred  equity  interests  that (i) matures or is mandatorily
redeemable  pursuant to a sinking fund  obligation or otherwise,  (ii) is or may
become redeemable or repurchaseable by Holdings or such Subsidiary at the option
of the  holder  thereof,  in  whole  or in part,  or  (iii)  is  convertible  or
exchangeable  at the option of the holder thereof for  Indebtedness or preferred

                                      -54-
<PAGE>
stock or any other preferred equity interests described in this paragraph, on or
prior to, in the case of clause (i), (ii) or (iii), the first anniversary of the
Revolving Commitment Termination Date.

          SECTION 7.2. NEGATIVE PLEDGE. Holdings and Borrower will not, and will
not permit any of its Subsidiaries to, create,  incur, assume or suffer to exist
any Lien on any of its assets or property  now owned or  hereafter  acquired or,
except:

          (a) Permitted Encumbrances;

          (b) any Liens on any  property or asset of Holdings or any  Subsidiary
existing on the Closing Date set forth on SCHEDULE 7.2; PROVIDED, that such Lien
shall  not  apply  to  any  other  property  or  asset  of the  Borrower  or any
Subsidiary;

          (c)  purchase  money  Liens upon or in any fixed or capital  assets to
secure the purchase  price or the cost of  construction  or  improvement of such
fixed or  capital  assets  or to secure  Indebtedness  incurred  solely  for the
purpose of financing the acquisition,  construction or improvement of such fixed
or capital  assets  (including  Liens  securing any Capital Lease  Obligations);
PROVIDED,  that (i) such Lien secures Indebtedness  permitted by SECTION 7.1(c),
(ii) such Lien attaches to such asset  concurrently  or within 90 days after the
acquisition,  improvement or completion of the construction thereof;  (iii) such
Lien does not  extend  to any other  asset;  and (iv) the  Indebtedness  secured
thereby does not exceed the cost of acquiring,  constructing  or improving  such
fixed or capital assets;

          (d) any Lien (i)  existing on any asset of any Person at the time such
Person  becomes a  Subsidiary  of  Holdings,  (ii)  existing on any asset of any
Person  at the time  such  Person is  merged  with or into the  Holdings  or any
Subsidiary of Holdings or (iii)  existing on any asset prior to the  acquisition
thereof by the Holdings or any Subsidiary of Holdings;  PROVIDED,  that any such
Lien was not created in the  contemplation  of any of the foregoing and any such
Lien  secures  only  those  obligations  which it  secures on the date that such
Person  becomes  a  Subsidiary  or the date of such  merger  or the date of such
acquisition;

          (e) any Lien arising out of any Securitization  Transaction  permitted
by Section 7.6(e);

          (f) Liens on any treasury stock held by Holdings;

          (g) any Liens securing Indebtedness permitted by Section 7.1(i); and

          (h) extensions,  renewals,  or replacements of any Lien referred to in
paragraphs (a) through (g) of this Section;  PROVIDED, that the principal amount
of the  Indebtedness  secured  thereby  is  not  increased  and  that  any  such
extension, renewal or replacement is limited to the assets originally encumbered
thereby.

          SECTION 7.3.  FUNDAMENTAL  CHANGES. (a) Holdings and the Borrower will
not, and will not permit any Subsidiary  to, merge into or consolidate  into any
other Person,  or permit any other Person to merge into or consolidate  with it,
or sell, or lease,  transfer or otherwise dispose of (in a single transaction or
a series of transactions)  all or substantially all of its assets (in each case,
whether now owned or  hereafter  acquired)  or all or  substantially  all of the
stock of any of its Subsidiaries  (in each case,  whether now owned or hereafter

                                      -55-
<PAGE>
acquired) or liquidate  or dissolve;  PROVIDED,  that if at the time thereof and
immediately  after giving effect  thereto,  no Default or Event of Default shall
have occurred and be continuing  (i) any  Subsidiary of Holdings  other than the
Borrower may  consolidate or merge with or into a Person if the Person formed by
or surviving  such  consolidation  or merger is, or  immediately  following such
consolidation  or merger becomes,  a Subsidiary Loan Party,  (ii) any Subsidiary
may consolidate or merge with or into another Subsidiary;  PROVIDED, that if any
party to such  consolidation  or merger is a Subsidiary  Loan Party,  the Person
formed by or  surviving  such  consolidation  or merger must be, or  immediately
following such  consolidation or merger become,  a Subsidiary Loan Party,  (iii)
any  Subsidiary  may  sell,  transfer,  lease  or  otherwise  dispose  of all or
substantially  all of its assets to  Holdings,  the  Borrower or to a Subsidiary
Loan Party and (iv) any  Subsidiary  (other  than a  Subsidiary  Loan Party) may
liquidate or dissolve if Holdings determines in good faith that such liquidation
or  dissolution  is in the best  interests  of  Holdings  and is not  materially
disadvantageous to the Lenders;  PROVIDED, that any such consolidation or merger
involving a Person that is not a wholly-owned  Subsidiary  immediately  prior to
such  consolidation  or merger shall not be permitted  unless also  permitted by
SECTION 7.4.

          (b) The Borrower will not, and will not permit any of its Subsidiaries
to, engage in any business  other than  businesses of the type  conducted by the
Borrower  and its  Subsidiaries  on the date  hereof and  businesses  reasonably
related thereto.

          SECTION 7.4.  INVESTMENTS,  LOANS, ETC. Holdings and the Borrower will
not, and will not permit any of its Subsidiaries  to, purchase,  hold or acquire
(including  pursuant to any merger  with any Person that was not a  wholly-owned
Subsidiary prior to such merger), any common stock,  evidence of indebtedness or
other securities  (including any option,  warrant, or other right to acquire any
of the  foregoing)  of,  make or  permit  to exist  any  loans or  advances  to,
Guarantee any  obligations  of, or make or permit to exist any investment or any
other  interest in, any other Person,  or purchase or otherwise  acquire (in one
transaction  or a series of  transactions)  any assets of any other  Person that
constitute  a business  unit (all of the  foregoing  being  collectively  called
"INVESTMENTS"), except:

          (a)  Investments  (other than Permitted  Investments)  existing on the
date  hereof  and  set  forth  on  SCHEDULE  7.4   (including   Investments   in
Subsidiaries);

          (b) extensions of trade credit in the ordinary course of business;

          (c) Permitted Investments;

          (d) Permitted Acquisitions, and all Investments of any Person acquired
in a Permitted Acquisition;

          (e)  advances in the  ordinary  course of business to any  independent
contractor  performing services for Holdings,  any of its Subsidiaries or any of
their agents not to exceed  $20,000,000 in the aggregate at any time outstanding
maturing not later than seven (7) years after the incurrence thereof;

          (f)  Guarantees  constituting  Indebtedness  permitted by SECTION 7.1;
PROVIDED,  that the aggregate  principal  amount of Indebtedness of Subsidiaries
that are not Subsidiary  Loan Parties that is Guaranteed by any Loan Party shall
be subject to the limitation set forth in clauses (h) and (i) below;

                                      -56-
<PAGE>
          (g)  Investments  made by Holdings or any of its  Subsidiaries  in any
other Loan Party;

          (h) Investments made by any Holdings or any of its Subsidiaries in any
Person  other than a Loan Party;  PROVIDED,  that the  aggregate  amount of such
Investments by Holdings or any of its  Subsidiaries  in or to, and Guarantees by
Holdings or any of its  Subsidiaries of Indebtedness of any Person that is not a
Loan Party  (including  all such  Investments  and  Guarantees  existing  on the
Closing  Date,  but excluding  the  Investments  permitted in clause (i) below),
shall not exceed $30,000,000 at any time outstanding;

          (i)  Investments  made  by  Holdings  or any of  its  Subsidiaries  in
Transplace or Trans-Mex; PROVIDED, that the aggregate amount of such Investments
in, and  Guarantees  by Loan  Parties of  Indebtedness  owed by,  Transplace  or
Trans-Mex (including all such Investments and Guarantees existing on the Closing
Date, shall not exceed $25,000,000 at any time outstanding;

          (j) loans or advances to employees,  officers or directors of Holdings
or any Subsidiary in the ordinary course of business for travel,  relocation and
related expenses; PROVIDED, HOWEVER, that the aggregate amount of all such loans
and advances does not exceed $5,000,000 at any time;

          (k)  Investments  in notes and other  securities  received  in full or
partial  satisfaction  of overdue  debts and  accounts  payable in the  ordinary
course of business and for amounts which,  individually or in the aggregate,  do
not exceed $10,000,000 at any time outstanding;

          (l) Hedging Transactions permitted by SECTION 7.10;

          (m) Investments in treasury stock of Holdings; and

          (n)  other   Investments  not  to  exceed   $10,000,000  at  any  time
outstanding.

          SECTION 7.5. RESTRICTED PAYMENTS.  Holdings and Borrower will not, and
will not permit its  Subsidiaries  to, declare or make, or agree to pay or make,
directly or  indirectly,  any  dividend  on any class of its stock,  or make any
payment on account of, or set apart assets for a sinking or other analogous fund
for, the purchase, redemption,  retirement,  defeasance or other acquisition of,
any shares of common stock or  Indebtedness  subordinated  to the Obligations of
the Borrower or any Guarantee thereof or any options,  warrants, or other rights
to purchase  such common  stock or such  Indebtedness,  whether now or hereafter
outstanding (each, a "RESTRICTED PAYMENT"),  except for (i) dividends payable by
Holdings  and the  Borrower  solely in shares of any class of its common  stock,
(ii) Restricted  Payments made by Holdings or any of its Subsidiaries to another
Loan Party,  (iii) so long as no Default or Event of Default has occurred and is
continuing,  redemption  or  repurchase  of common stock of Holdings,  (iv) cash
dividends and distributions  paid on the common stock of Holdings;  PROVIDED for
purpose of this clause (iv) that (x) no Default or Event of Default has occurred
and is  continuing at the time such dividend or  distribution  is paid,  (y) the
aggregate  amount of all such Restricted  Payments  pursuant to this clause (iv)
made by the  Holdings  in any Fiscal  Year does not exceed 50% of Net Income (if

                                      -57-
<PAGE>
greater than $0) earned during the immediately preceding Fiscal Year, and (z) if
Restricted  Payments  made  pursuant  to this clause (iv) in any Fiscal Year are
less than  permitted in such Fiscal Year, the excess  permitted  amount for such
Fiscal Year may be carried forward to the next succeeding Fiscal Year.

          SECTION 7.6.  SALE OF ASSETS.  Holdings and the Borrower will not, and
will not  permit  any of its  Subsidiaries  to,  convey,  sell,  lease,  assign,
transfer  or  otherwise  dispose of, any of its  assets,  business or  property,
whether  now owned or  hereafter  acquired,  or, in the case of any  Subsidiary,
issue or sell any shares of such  Subsidiary's  common stock to any Person other
than the  Borrower  or a  Subsidiary  Loan  Party (or to  qualify  directors  if
required by applicable law), except:

          (a) the sale or other disposition for fair market value of obsolete or
worn out property or other property not necessary for operations  disposed of in
the ordinary course of business;

          (b) sales and  dispositions  of trucks,  tractors  and trailers in the
ordinary  course  of  business,  so  long  as the  proceeds  from  such  sale or
disposition,  net of commissions and other reasonable and customary  transaction
costs, fees and expenses  properly  attributable to such transaction and payable
in connection therewith to non-Affiliates,  are applied either (i) to prepay the
Loans (with a corresponding  permanent reduction in the Revolving Commitments if
an  Event  of  Default  has  occurred  and is  continuing  at the  time  of such
prepayment) or (ii) to the purchase or lease of replacement trucks, tractors and
trailers  for  use in the  ordinary  course  of  business  of  Borrower  and its
Subsidiaries.

          (c) the sale of treasury stock of Holdings;

          (d) the sale of inventory  and Permitted  Investments  in the ordinary
course of business;

          (e) the sale or other  disposition  of such assets in connection  with
any Securitization Transaction;

          (f) the sale or discount without recourse of accounts  receivable that
are  overdue  for  more  than 60 days in the  ordinary  course  of  business  in
connection with the compromise or collection thereof;

          (g) the sale or other  disposition  of such  assets  as  permitted  by
SECTION 7.3(a); and

          (h) in  addition  to all  sales  permitted  above,  the  sale or other
disposition of such assets in an aggregate  amount not to exceed,  in any period
of twelve  consecutive  months, 10% of consolidated total assets of Holdings and
its Subsidiaries as at the beginning of such twelve-month period.

          SECTION 7.7.  TRANSACTIONS WITH AFFILIATES.  Holdings and the Borrower
will  not,  and will not  permit  any of its  Subsidiaries  to,  sell,  lease or
otherwise  transfer any  property or assets to, or purchase,  lease or otherwise
acquire  any  property  or  assets  from,  or  otherwise  engage  in  any  other
transactions  with, any of its Affiliates,  except (a) in the ordinary course of

                                      -58-
<PAGE>
business at prices and on terms and  conditions  not less favorable to Holdings,
the Borrower or such Subsidiary than could be obtained on an arm's-length  basis
from unrelated third parties,  (b) transactions  between or among Holdings,  the
Borrower and any Subsidiary Loan Party not involving any other  Affiliates,  (c)
any Restricted  Payment  permitted by SECTION 7.5 and (d) other  transactions so
long as such transactions are unanimously approved by the independent  directors
of Holdings.

          SECTION 7.8.  RESTRICTIVE  AGREEMENTS.  Holdings and the Borrower will
not, and will not permit any Subsidiary to, directly or indirectly,  enter into,
incur or permit to exist any agreement that prohibits,  restricts or imposes any
condition  upon  the  ability  of any  Subsidiary  to  pay  dividends  or  other
distributions  with  respect  to its  common  stock,  to make or repay  loans or
advances  to  Holdings,  the  Borrower  or any other  Subsidiary,  to  Guarantee
Indebtedness  of Holdings,  the Borrower or any other  Subsidiary or to transfer
any of its property or assets to Holdings, the Borrower or any Subsidiary of the
Borrower;  PROVIDED,  that (i) the foregoing  shall not apply to restrictions or
conditions  imposed by law or by this Agreement or any other Loan Document,  and
(ii) the  foregoing  shall not apply to customary  restrictions  and  conditions
contained in agreements  relating to the sale of a Subsidiary pending such sale,
provided such  restrictions  and conditions apply only to the Subsidiary that is
sold and such sale is permitted hereunder.

          SECTION 7.9. INTENTIONALLY OMITTED.

          SECTION  7.10.  HEDGING  TRANSACTIONS.  Holdings and the Borrower will
not,  and will not permit any of the  Subsidiaries  to,  enter into any  Hedging
Transaction, other than Hedging Transactions entered into in the ordinary course
of business to hedge or mitigate  risks to which  Holdings,  the Borrower or any
Subsidiary  is exposed in the conduct of its business or the  management  of its
liabilities.  Solely  for the  avoidance  of  doubt,  each of  Holdings  and the
Borrower  acknowledges that a Hedging  Transaction  entered into for speculative
purposes  or of a  speculative  nature  (which  shall be deemed to  include  any
Hedging  Transaction  under which the Borrower or any of the  Subsidiaries is or
may become  obliged to make any payment (i) in  connection  with the purchase by
any third party of any common stock or any  Indebtedness  or (ii) as a result of
changes in the market  value of any common stock or any  Indebtedness)  is not a
Hedging  Transaction entered into in the ordinary course of business to hedge or
mitigate risks.

          SECTION  7.11.  ACCOUNTING  CHANGES.  Holdings  will not, and will not
permit any of its  Subsidiaries  to, make any  significant  change in accounting
treatment or reporting practices,  except as required by GAAP or applicable laws
or regulations (including without limitation federal securities laws), or change
the fiscal year of Holdings or of any of its Subsidiaries,  except to change the
fiscal year of such Subsidiary to conform its fiscal year to that of Holdings.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

          SECTION 8.1. EVENTS OF DEFAULT.  If any of the following  events (each
an "EVENT OF DEFAULT") shall occur:

                                      -59-
<PAGE>
          (a) the Borrower shall fail to pay any principal of any Loan or of any
reimbursement  obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment or otherwise; or

          (b) any Loan Party  shall fail to pay any  interest on any Loan or any
fee or any other amount  (other than an amount  payable under clause (a) of this
SECTION 8.1) payable under this Agreement or any other Loan  Document,  when and
as the same shall  become  due and  payable,  and such  failure  shall  continue
unremedied for a period of three (3) Business Days; or

          (c) any representation or warranty made or deemed made by or on behalf
of  Holdings,  the  Borrower or any  Subsidiary  in or in  connection  with this
Agreement or any other Loan Document  (including the Schedules attached thereto)
and any  amendments  or  modifications  hereof or waivers  hereunder,  or in any
certificate,  report,  financial  statement or other  document  submitted to the
Administrative  Agent or the Lenders by any Loan Party or any  representative of
any Loan Party  pursuant to or in  connection  with this  Agreement or any other
Loan Document  shall prove to be incorrect in any material  respect when made or
deemed made or submitted; or

          (d)  Holdings  or the  Borrower  shall fail to observe or perform  any
covenant or agreement contained in SECTION 5.3 (with respect to the existence of
Borrower or Holdings) or ARTICLES VI or VII; or

          (e) any Loan Party  shall fail to observe or perform  any  covenant or
agreement  contained in this Agreement  (other than those referred to in clauses
(a),  (b) and (d)  above) or any other Loan  Document,  and such  failure  shall
remain  unremedied for 30 days after the earlier of (i) any Responsible  Officer
of  Holdings  or the  Borrower  becomes  aware of such  failure,  or (ii) notice
thereof shall have been given to the Borrower by the Administrative Agent or any
Lender; or

          (f) any Loan  Party or any of its  Subsidiaries  (whether  as  primary
obligor or as guarantor or other  surety)  shall fail to pay any  principal  of,
premium or interest on, any Material Indebtedness that is outstanding,  when and
as the same  shall  become  due and  payable  (whether  at  scheduled  maturity,
required prepayment,  acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period,  if any,  specified in the agreement
or instrument  evidencing  or governing  such  Indebtedness;  or any other event
shall occur or condition shall exist under any agreement or instrument  relating
to such  Indebtedness and shall continue after the applicable  grace period,  if
any,  specified in such agreement or instrument,  if the effect of such event or
condition is to accelerate,  or permit the acceleration of, the maturity of such
Indebtedness;  or any such Indebtedness shall be declared to be due and payable,
or  required to be prepaid or  redeemed  (other  than by a  regularly  scheduled
required  prepayment  or  redemption),  purchased or  defeased,  or any offer to
prepay,  redeem,  purchase or defease such Indebtedness  shall be required to be
made, in each case prior to the stated maturity thereof;

          (g)  Holdings,  the  Borrower or any  Subsidiary  shall (i) commence a
voluntary  case or other  proceeding or file any petition  seeking  liquidation,
reorganization or other relief under any federal,  state or foreign  bankruptcy,
insolvency  or other  similar  law now or  hereafter  in effect or  seeking  the

                                      -60-
<PAGE>
appointment  of a custodian,  trustee,  receiver,  liquidator  or other  similar
official of it or any  substantial  part of its  property,  (ii)  consent to the
institution  of, or fail to  contest  in a timely and  appropriate  manner,  any
proceeding or petition described in clause (i) of this Section,  (iii) apply for
or consent to the appointment of a custodian,  trustee, receiver,  liquidator or
other similar official for Holdings,  the Borrower or any such Subsidiary or for
a  substantial  part of its assets,  (iv) file an answer  admitting the material
allegations  of a petition filed against it in any such  proceeding,  (v) make a
general assignment for the benefit of creditors, or (vi) take any action for the
purpose of effecting any of the foregoing; or

          (h) an  involuntary  proceeding  shall be commenced or an  involuntary
petition shall be filed seeking (i) liquidation,  reorganization or other relief
in respect of Holdings,  the  Borrower or any  Subsidiary  or its debts,  or any
substantial part of its assets, under any federal,  state or foreign bankruptcy,
insolvency  or  other  similar  law now or  hereafter  in  effect  or  (ii)  the
appointment  of a custodian,  trustee,  receiver,  liquidator  or other  similar
official for Holdings,  the Borrower or any Subsidiary or for a substantial part
of its assets,  and in any such case,  such  proceeding or petition shall remain
undismissed  or  undischarged  for a period  of 60 days or an  order  or  decree
approving or ordering any of the foregoing shall be entered; or

          (i) Holdings,  the Borrower or any  Subsidiary  shall become unable to
pay,  shall admit in writing  its  inability  to pay, or shall fail to pay,  its
debts as they become due; or

          (j) an ERISA Event  shall have  occurred  that,  in the opinion of the
Required  Lenders,  when  taken  together  with  other  ERISA  Events  that have
occurred,  could  reasonably be expected to result in liability to the Holdings,
Borrower and the Subsidiaries in an aggregate amount exceeding $10,000,000; or

          (k) any  judgment  or order  for the  payment  of money in  excess  of
$50,000,000  in the  aggregate,  to the  extent  not  covered  by a  third-party
insurance  carrier that has  acknowledged  coverage,  shall be rendered  against
Holdings, the Borrower or any Subsidiary, and either (i) enforcement proceedings
shall have been  commenced by any creditor  upon such  judgment or order or (ii)
there  shall  be a  period  of 30  consecutive  days  during  which  a  stay  of
enforcement  of such  judgment  or  order,  by  reason  of a  pending  appeal or
otherwise, shall not be in effect; or

          (l) any  non-monetary  judgment  or order  shall be  rendered  against
Holdings,  the Borrower or any Subsidiary  that could  reasonably be expected to
have a Material  Adverse  Effect,  and there shall be a period of 30 consecutive
days during which a stay of enforcement of such judgment or order,  by reason of
a pending appeal or otherwise, shall not be in effect; or

          (m) a Change in Control shall occur or exist; or

          (n) any provision of the Holdings Guaranty Agreement or the Subsidiary
Guaranty  Agreement  shall for any reason  cease to be valid and  binding on, or
enforceable  against,  any Loan Party,  or any such Loan Party shall so state in
writing,  or any Loan Party  shall seek to  terminate  its  Subsidiary  Guaranty
Agreement;

then,  and in every such event  (other than an event with respect to Holdings or
the  Borrower  described  in clause (g) or (h) of this  Section) and at any time
thereafter during the continuance of such event, the  Administrative  Agent may,
and upon the written  request of the Required  Lenders  shall,  by notice to the

                                      -61-
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Borrower,  take any or all of the  following  actions,  at the same or different
times:  (i) terminate the  Commitments,  whereupon the Commitment of each Lender
shall  terminate  immediately,  (ii)  declare the  principal  of and any accrued
interest  on the  Loans,  and all  other  Obligations  owing  hereunder,  to be,
whereupon  the  same  shall  become,  due  and  payable   immediately,   without
presentment,  demand,  protest  or other  notice of any  kind,  all of which are
hereby  waived  by  Holdings  and the  Borrower,  (iii)  exercise  all  remedies
contained  in any other  Loan  Document  and (iv)  exercise  any other  remedies
available  at law or in equity;  and that,  if an Event of Default  specified in
either  clause  (g) or (h) shall  occur,  the  Commitments  shall  automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon,  and all fees, and all other  Obligations shall  automatically
become due and payable, without presentment,  demand, protest or other notice of
any kind, all of which are hereby waived by Holdings and the Borrower.

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

          SECTION 9.1.  APPOINTMENT  OF  ADMINISTRATIVE  AGENT.  (a) Each Lender
irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it
to take such actions on its behalf and to exercise  such powers as are delegated
to the  Administrative  Agent under this Agreement and the other Loan Documents,
together  with all such  actions  and  powers  that  are  reasonably  incidental
thereto.  The  Administrative  Agent may perform any of its duties  hereunder or
under the other Loan  Documents  by or  through  any one or more  sub-agents  or
attorneys-in-fact  appointed by the  Administrative  Agent.  The  Administrative
Agent and any such sub-agent or attorney-in-fact  may perform any and all of its
duties and  exercise  its rights and powers  through  their  respective  Related
Parties. The exculpatory provisions set forth in this Article shall apply to any
such sub-agent or attorney-in-fact and the Related Parties of the Administrative
Agent, any such sub-agent and any such attorney-in-fact and shall apply to their
respective   activities  in  connection  with  the  syndication  of  the  credit
facilities provided for herein as well as activities as Administrative Agent.

          (b) The Issuing  Bank shall act on behalf of the Lenders  with respect
to any Letters of Credit  issued by it and the  documents  associated  therewith
until such time and except for so long as the Administrative  Agent may agree at
the request of the  Required  Lenders to act for the Issuing  Bank with  respect
thereto;  provided,  that the  Issuing  Bank  shall  have all the  benefits  and
immunities  (i)  provided to the  Administrative  Agent in this  ARTICLE IX with
respect  to any  acts  taken  or  omissions  suffered  by the  Issuing  Bank  in
connection  with  Letters of Credit  issued by it or proposed to be issued by it
and the  application  and  agreements  for letters of credit  pertaining  to the
Letters of Credit as fully as if the term "Administrative Agent" as used in this
ARTICLE IX included the Issuing Bank with respect to such acts or omissions  and
(ii) as  additionally  provided in this  Agreement  with  respect to the Issuing
Bank.

          SECTION  9.2.   NATURE  OF  DUTIES  OF   ADMINISTRATIVE   AGENT.   The
Administrative  Agent  shall not have any  duties or  obligations  except  those
expressly  set forth in this  Agreement  and the other Loan  Documents.  Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any  fiduciary or other  implied  duties,  regardless of whether a
Default  or an  Event  of  Default  has  occurred  and is  continuing,  (b)  the
Administrative Agent shall not have any duty to take any discretionary action or

                                      -62-
<PAGE>
exercise any discretionary  powers, except those discretionary rights and powers
expressly  contemplated by the Loan Documents that the  Administrative  Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage  of the  Lenders as shall be  necessary  under the  circumstances  as
provided in SECTION  10.2),  and (c) except as  expressly  set forth in the Loan
Documents,  the  Administrative  Agent shall not have any duty to disclose,  and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its  Subsidiaries  that is communicated to or obtained by the
Administrative   Agent  or  any  of  its   Affiliates  in  any   capacity.   The
Administrative  Agent  shall not be liable for any action  taken or not taken by
it, its  sub-agents or  attorneys-in-fact  with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall
be  necessary  under the  circumstances  as provided in SECTION  10.2) or in the
absence of its own gross negligence or willful  misconduct.  The  Administrative
Agent  shall  not  be  responsible  for  the  negligence  or  misconduct  of any
sub-agents  or  attorneys-in-fact  selected  by it  with  reasonable  care.  The
Administrative  Agent  shall not be deemed to have  knowledge  of any Default or
Event of Default  unless and until written  notice  thereof  (which notice shall
include  an  express  reference  to such event  being a  "Default"  or "Event of
Default" hereunder) is given to the Administrative  Agent by the Borrower or any
Lender,  and the  Administrative  Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement,  warranty or representation
made in or in  connection  with any Loan  Document,  (ii)  the  contents  of any
certificate,  report or other document  delivered  hereunder or thereunder or in
connection herewith or therewith,  (iii) the performance or observance of any of
the covenants,  agreements,  or other terms and conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan  Document  or any  other  agreement,  instrument  or  document,  or (v) the
satisfaction  of any condition set forth in ARTICLE III or elsewhere in any Loan
Document,  other  than to  confirm  receipt of items  expressly  required  to be
delivered to the Administrative Agent. The Administrative Agent may consult with
legal  counsel  (including  counsel  for the  Borrower)  concerning  all matters
pertaining to such duties.

          SECTION 9.3. LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT. Each of the
Lenders,  the Swingline  Lender and the Issuing Bank  acknowledges  that it has,
independently  and without reliance upon the  Administrative  Agent or any other
Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.  Each of
the Lenders, the Swingline Lender and the Issuing Bank also acknowledges that it
will,  independently and without reliance upon the  Administrative  Agent or any
other  Lender  and based on such  documents  and  information  as it has  deemed
appropriate,  continue to make its own  decisions in taking or not taking of any
action under or based on this Agreement,  any related  agreement or any document
furnished hereunder or thereunder.

          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  it  shall  have  received
instructions  from such Lenders;  and the  Administrative  Agent shall not incur
liability  to 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

                                      -63-
<PAGE>
refraining  from acting  hereunder in accordance  with the  instructions  of the
Required Lenders where required by the terms of this Agreement.

          SECTION 9.5.  RELIANCE BY  ADMINISTRATIVE  AGENT.  The  Administrative
Agent  shall be  entitled to rely upon,  and shall not incur any  liability  for
relying upon, any notice, request, certificate,  consent, statement, instrument,
document or other writing  believed by it to be genuine and to have been signed,
sent or made by the proper Person. The  Administrative  Agent may also rely upon
any statement made to it orally or by telephone and believed by it to be made by
the proper  Person and shall not incur any liability  for relying  thereon.  The
Administrative  Agent may consult with legal counsel  (including counsel for the
Borrower),  independent  public accountants and other experts selected by it and
shall not be liable for any action taken or not taken by it in  accordance  with
the advice of such counsel, accountants or experts.

          SECTION 9.6. THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.  The
bank serving as the  Administrative  Agent shall have the same rights and powers
under this  Agreement and any other Loan Document in its capacity as a Lender as
any other Lender and may exercise or refrain from  exercising the same as though
it were  not  the  Administrative  Agent;  and the  terms  "Lenders",  "Required
Lenders",  "holders of Notes",  or any similar  terms shall,  unless the context
clearly otherwise indicates,  include the Administrative Agent in its individual
capacity.  The bank acting as the  Administrative  Agent and its  Affiliates may
accept  deposits  from,  lend  money  to,  and  generally  engage in any kind of
business with the Borrower or any  Subsidiary or Affiliate of the Borrower as if
it were not the Administrative Agent hereunder.

          SECTION 9.7.  SUCCESSOR  ADMINISTRATIVE  AGENT. (a) The Administrative
Agent may resign at any time by giving  notice  thereof to the  Lenders  and the
Borrower.  Upon any such resignation,  the Required Lenders shall have the right
to appoint a  successor  Administrative  Agent,  subject to the  approval by the
Borrower  provided that no Default or Event of Default shall exist at such time.
If no successor  Administrative  Agent shall have been so  appointed,  and shall
have accepted such appointment within 30 days after the retiring  Administrative
Agent gives notice of resignation,  then the retiring  Administrative Agent may,
on  behalf  of  the  Lenders  and  the   Issuing   Bank,   appoint  a  successor
Administrative  Agent, which shall be a commercial bank organized under the laws
of the United States of America or any state  thereof or a bank which  maintains
an office in the United  States,  having a combined  capital  and  surplus of at
least $500,000,000.

          (b) Upon the acceptance of its appointment as the Administrative Agent
hereunder by a successor,  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 and the
other Loan  Documents.  If within 45 days after  written  notice is given of the
retiring  Administrative Agent's resignation under this Section 9.7 no successor
Administrative  Agent shall have been  appointed  and shall have  accepted  such
appointment,  then on such  45th  day (i) the  retiring  Administrative  Agent's
resignation shall become effective, (ii) the retiring Administrative Agent shall
thereupon be discharged from its duties and obligations under the Loan Documents
and (iii) the  Required  Lenders  shall  thereafter  perform  all  duties of the
retiring  Administrative  Agent under the Loan Documents  until such time as the
Required  Lenders  appoint a successor  Administrative  Agent as provided above.
After any retiring Administrative Agent's resignation hereunder,  the provisions

                                      -64-
<PAGE>
of this  ARTICLE IX shall  continue in effect for the  benefit of such  retiring
Administrative  Agent  and its  representatives  and  agents in  respect  of any
actions  taken  or not  taken  by any  of  them  while  it  was  serving  as the
Administrative Agent.

          SECTION  9.8.  AUTHORIZATION  TO EXECUTE  OTHER LOAN  DOCUMENTS.  Each
Lender hereby  authorizes the  Administrative  Agent to execute on behalf of all
Lenders all Loan Documents other than this Agreement.

                                    ARTICLE X

                                  MISCELLANEOUS

          SECTION  10.1.  NOTICES.  (a) Except in the case of notices  and other
communications  expressly  permitted to be given by  telephone,  all notices and
other communications to any party herein to be effective shall be in writing and
shall be delivered by hand or overnight courier service,  mailed by certified or
registered mail or sent by telecopy, as follows:

          To the Borrower:              Swift Transportation Co., Inc.
          or Holdings                   2200 75th Avenue
                                        Phoenix, AZ 85043
                                        Attention: Mr. Gary Enzor
                                        Telecopy Number: (623) 907-7503

          With a copy to:               Snell & Wilmer, L.L.P.
                                        One Arizona Center
                                        Phoenix, AZ 85004-2202
                                        Attention: Steven D. Pidgeon, Esq.
                                        Telecopy Number: (602) 382-6070

          To the Administrative Agent   SunTrust Bank
          or Swingline Lender:          201 4th Avenue North
                                        Nashville, TN 37219
                                        Attention: Mr. Bill Crawford
                                        Telecopy Number: (615) 748-5269

          With a copy to:               SunTrust Bank
                                        Agency Services
                                        303 Peachtree Street, N. E./25th Floor
                                        Atlanta, Georgia 30308
                                        Attention: Ms. Hope Williams
                                        Telecopy Number: (404) 658-4906

                                        and

                                      -65-
<PAGE>
                                        King & Spalding
                                        191 Peachtree Street, N.E.
                                        Atlanta, Georgia  30303
                                        Attention: Carolyn Z. Alford
                                        Telecopy Number: (404) 572-5100

          To the Issuing Bank:          SunTrust Bank
                                        25 Park Place, N. E./Mail Code 3706
                                        Atlanta, Georgia 30303
                                        Attention: Michael E. Sullivan
                                        Telecopy Number: (404) 588-8129

          To the Swingline Lender:      SunTrust Bank
                                        Agency Services
                                        303 Peachtree Street, N. E./25th Floor
                                        Atlanta, Georgia 30308
                                        Attention: Ms. Hope Williams
                                        Telecopy Number: (404) 658-4906

          To any other Lender:          the address set forth in the
                                        Administrative Questionnaire

Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All such notices
and other  communications  shall,  when  transmitted by overnight  delivery,  or
faxed,  be effective  when  delivered  for  overnight  (next-day)  delivery,  or
transmitted in legible form by facsimile  machine,  respectively,  or if mailed,
upon  the  third  Business  Day  after  the date  deposited  into the mail or if
delivered, upon delivery; provided, that notices delivered to the Administrative
Agent,  the Issuing  Bank or the  Swingline  Bank shall not be  effective  until
actually received by such Person at its address specified in this SECTION 10.1.

          (b) Any agreement of the  Administrative  Agent and the Lenders herein
to  receive  certain  notices  by  telephone  or  facsimile  is  solely  for the
convenience and at the request of the Borrower. The Administrative Agent and the
Lenders shall be entitled to rely on the  authority of any Person  purporting to
be  a  Person   authorized   by  the  Borrower  to  give  such  notice  and  the
Administrative Agent and Lenders shall not have any liability to the Borrower or
other Person on account of any action  taken or not taken by the  Administrative
Agent or the Lenders in reliance upon such telephonic or facsimile  notice.  The
obligation  of the  Borrower  to  repay  the  Loans  and all  other  Obligations
hereunder  shall not be  affected  in any way or to any extent by any failure of
the Administrative  Agent and the Lenders to receive written confirmation of any
telephonic or facsimile  notice or the receipt by the  Administrative  Agent and
the Lenders of a confirmation  which is at variance with the terms understood by
the Administrative  Agent and the Lenders to be contained in any such telephonic
or facsimile notice.

          SECTION  10.2.  WAIVER;  AMENDMENTS.  (a) No  failure  or delay by the
Administrative  Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder or any other Loan Document, and no course of dealing between the
Borrower and the Administrative  Agent or any Lender,  shall operate as a waiver

                                      -66-
<PAGE>
thereof,  nor shall any single or partial exercise of any such right or power or
any  abandonment  or  discontinuance  of steps to  enforce  such right or power,
preclude  any other or further  exercise  thereof or the  exercise  of any other
right  or  power  hereunder  or  thereunder.  The  rights  and  remedies  of the
Administrative  Agent, the Issuing Bank and the Lenders  hereunder and under the
other Loan  Documents  are  cumulative  and are not  exclusive  of any rights or
remedies  provided by law. No waiver of any  provision of this  Agreement or any
other Loan Document or consent to any departure by the Borrower  therefrom shall
in any event be effective unless the same shall be permitted by paragraph (b) of
this  Section,  and then such waiver or consent  shall be effective  only in the
specific  instance  and for the purpose for which  given.  Without  limiting the
generality of the foregoing, the making of a Loan or the issuance of a Letter of
Credit  shall not be  construed  as a waiver of any Default or Event of Default,
regardless of whether the  Administrative  Agent, any Lender or the Issuing Bank
may have had  notice or  knowledge  of such  Default  or Event of Default at the
time.

          (b) No amendment or waiver of any  provision of this  Agreement or the
other Loan  Documents,  nor consent to any departure by the Borrower  therefrom,
shall in any event be  effective  unless the same shall be in writing and signed
by the Borrower and the Required Lenders or the Borrower and the  Administrative
Agent with the consent of the Required Lenders (and, if the Administrative Agent
executes and delivers any such amendment, waiver or consent which states that it
is being provided by the  Administrative  Agent in its capacity as such with the
consent of the Required Lenders, the Borrower shall be entitled to rely thereon)
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 or
waiver  shall:  (i) increase the  Commitment  of any Lender  without the written
consent  of such  Lender,  (ii)  reduce the  principal  amount of any Loan or LC
Disbursement or reduce the rate of interest thereon,  or reduce any fees payable
hereunder,  without the written consent of each Lender affected  thereby,  (iii)
postpone the date fixed for any payment of any principal of, or interest on, any
Loan or LC Disbursement or interest  thereon or any fees hereunder or reduce the
amount of, waive or excuse any such payment,  or postpone the scheduled date for
the termination or reduction of any  Commitment,  without the written consent of
each Lender  affected  thereby,  (iv) change SECTION 2.22 (b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby , without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of "Required Lenders" or any other provision hereof specifying
the number or percentage of Lenders which are required to waive, amend or modify
any rights hereunder or make any  determination or grant any consent  hereunder,
without the consent of each  Lender;  (vi)  release any  guarantor  or limit the
liability  of any such  guarantor  under any  guaranty  agreement,  without  the
written  consent  of  each  Lender;  (vii)  release  all  or  substantially  all
collateral (if any) securing any of the  Obligations or agree to subordinate any
Lien in such collateral to any other creditor of the Borrower or any Subsidiary,
without the  written  consent of each  Lender;  PROVIDED  FURTHER,  that no such
agreement  shall  amend,  modify  or  otherwise  affect  the  rights,  duties or
obligations of the Administrative  Agent, the Swingline Bank or the Issuing Bank
without the prior written consent of such Person.

          SECTION 10.3.  EXPENSES;  INDEMNIFICATION.  (a) The Borrower shall pay
(i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent
and its Affiliates,  including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent and its Affiliates,  in connection with the
syndication of the credit  facilities  provided for herein,  the preparation and

                                      -67-
<PAGE>
administration  of the  Loan  Documents  and any  amendments,  modifications  or
waivers thereof (whether or not the transactions  contemplated in this Agreement
or  any  other  Loan  Document  shall  be  consummated),   (ii)  all  reasonable
out-of-pocket  expenses  incurred by the  Issuing  Bank in  connection  with the
issuance,  amendment, renewal or extension of any Letter of Credit or any demand
for  payment   thereunder  and  (iii)  all  out-of-pocket   costs  and  expenses
(including,  without limitation,  the reasonable fees, charges and disbursements
of outside  counsel and the allocated  cost of inside  counsel)  incurred by the
Administrative  Agent,  the Issuing  Bank or any Lender in  connection  with the
enforcement  or  protection  of its rights in  connection  with this  Agreement,
including its rights under this Section, or in connection with the Loans made or
any  Letters  of  Credit  issued  hereunder,  including  all such  out-of-pocket
expenses  incurred during any workout,  restructuring or negotiations in respect
of such Loans or Letters of Credit.

          (b) The Borrower shall indemnify the Administrative Agent, the Issuing
Bank and each Lender,  and each Related Party of any of the foregoing  (each, an
"INDEMNITEE")  against,  and hold each of them harmless from, any and all costs,
losses, liabilities,  claims, damages and related expenses,  including the fees,
charges  and  disbursements  of any  counsel  for any  Indemnitee,  which may be
incurred by or asserted  against any  Indemnitee  arising out of, in  connection
with or as a result of (i) the  execution  or delivery of this  Agreement or any
other  agreement or  instrument  contemplated  hereby,  the  performance  by the
parties hereto of their respective  obligations hereunder or the consummation of
any of the transactions  contemplated  hereby, (ii) any Loan or Letter of Credit
or any actual or proposed use of the proceeds  therefrom  (including any refusal
by the Issuing  Bank to honor a demand for  payment  under a Letter of Credit if
the documents  presented in connection  with such demand do not strictly  comply
with the terms of such Letter of Credit),  (iii) any actual or alleged  presence
or release of Hazardous  Materials on or from any property owned by the Borrower
or any  Subsidiary  or any  Environmental  Liability  related  in any way to the
Borrower or any Subsidiary or (iv) any actual or prospective claim,  litigation,
investigation or proceeding  relating to any of the foregoing,  whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto;  PROVIDED,  that the Borrower shall not be obligated to indemnify
any Indemnitee for any of the foregoing arising out of such  Indemnitee's  gross
negligence  or  willful  misconduct  as  determined  by  a  court  of  competent
jurisdiction in a final and nonappealable judgment.

          (c) The Borrower shall pay, and hold the Administrative Agent and 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  and any
other Loan  Documents,  any collateral  described  therein,  or any payments due
thereunder,  and save the Administrative Agent and each Lender harmless from and
against any and all  liabilities  with respect to or resulting from any delay or
omission to pay such taxes.

          (d) To the extent that the Borrower  fails to pay any amount  required
to be paid to the Administrative Agent, the Issuing Bank or the Swingline Lender
under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the
Administrative  Agent, the Issuing Bank or the Swingline Lender, as the case may
be,  such  Lender's  Pro  Rata  Share  (determined  as  of  the  time  that  the
unreimbursed  expense or  indemnity  payment is sought) of such  unpaid  amount;
PROVIDED,  that the unreimbursed expense or indemnified payment,  claim, damage,

                                      -68-
<PAGE>
liability  or related  expense,  as the case may be, was incurred by or asserted
against the  Administrative  Agent,  the Issuing Bank or the Swingline Lender in
its capacity as such.

          (e) To the extent  permitted by applicable law, the Borrower shall not
assert,  and hereby waives,  any claim against any Indemnitee,  on any theory of
liability, for special, indirect,  consequential or punitive damages (as opposed
to actual or direct  damages)  arising out of, in connection with or as a result
of, this  Agreement or any  agreement or  instrument  contemplated  hereby,  the
transactions  contemplated  therein, any Loan or any Letter of Credit or the use
of proceeds thereof.

          (f) All amounts due under this Section shall be payable promptly after
written demand therefor.

          SECTION  10.4.  SUCCESSORS  AND ASSIGNS.  (a) The  provisions  of this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their respective  successors and assigns permitted  hereby,  except that the
Borrower may not assign or otherwise  transfer any of its rights or  obligations
hereunder  without the prior  written  consent of each Lender (and any attempted
assignment  or transfer by the Borrower  without such consent  shall be null and
void).  Nothing in this Agreement,  expressed or implied,  shall be construed to
confer  upon  any  Person  (other  than the  parties  hereto,  their  respective
successors  and  assigns   permitted   hereby  and,  to  the  extent   expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

          (b) Any Lender may assign to one or more  Eligible  Assignees all or a
portion of its rights and obligations  under this Agreement  (including all or a
portion of its Commitment and the Loans at the time owing to it);  PROVIDED that
(i) except in the case of an  assignment of the entire  remaining  amount of the
assigning  Lender's  Commitment  and the Loans at the time owing to it or in the
case of an assignment to a Lender,  an Affiliate of a Lender or an Approved Fund
with respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans  outstanding  thereunder) of the assigning Lender subject
to each such 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  $1,000,000,  in the case of any assignment of a Revolving Loan
or reimbursement obligation of outstanding Letters of Credit, unless each of the
Administrative  Agent and,  so long as no Event of Default has  occurred  and is
continuing,  the  Borrower  otherwise  consents  (each  such  consent  not to be
unreasonably withheld or delayed), (ii) each partial assignment shall be made as
an assignment of a proportionate  part of all the assigning  Lender's rights and
obligations  under this  Agreement  with  respect to the Loan or the  Commitment
assigned,  and (iii) the parties to each assignment shall execute and deliver to
the  Administrative  Agent  an  Assignment  and  Acceptance,   together  with  a
processing and recordation fee of $1,000, and the Eligible Assignee, if it shall
not be a Lender,  shall deliver to the  Administrative  Agent an  Administrative
Questionnaire.  Upon  (i) the  execution  and  delivery  of the  Assignment  and
Acceptance by the assigning  Lender and assignee  Lender,  (ii)  acceptance  and
recording thereof by the Administrative  Agent pursuant to paragraph (c) of this
Section,  (iii) consent thereof from Borrower to the extent required pursuant to
this clause (b) and (iv) if such assignee Lender is a Foreign Lender, compliance
by such Person with SECTION 2.21(e); from and after the effective date specified
in each Assignment and Acceptance,  the Eligible Assignee  thereunder shall be a

                                      -69-
<PAGE>
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,
and the  assigning  Lender  thereunder  shall,  to the  extent  of the  interest
assigned by such  Assignment and  Acceptance,  be released from its  obligations
under this Agreement (and, in the case of an Assignment and Acceptance  covering
all of the assigning Lender's rights and obligations under this Agreement,  such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of SECTIONS 2.19,  2.20, 2.21 and 10.3. Any assignment or transfer by a
Lender of rights or  obligations  under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a  participation  in such rights and  obligations  in accordance  with
paragraph (d) of this Section.

          (c) The  Administrative  Agent,  acting  solely for this purpose as an
agent of the Borrower,  shall maintain at one of its offices in Atlanta, Georgia
a copy of each Assignment and Acceptance  delivered to it and a register for the
recordation of the names and addresses of the Lenders,  and the  Commitments of,
and  principal  amount of the Loans owing to, each Lender  pursuant to the terms
hereof from time to time (the "REGISTER").  The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register  pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary.

          (d) Any  Lender  may,  without  the  consent  of,  or notice  to,  the
Borrower,  the Administrative Agent, the Swingline Bank or the Issuing Bank sell
participations  to one or more banks or other entities (a  "PARTICIPANT") in all
or a portion of such Lender's  rights and/or  obligations  under this  Agreement
(including  all or a portion of its  Commitment  and/or the Loans  owing to it);
PROVIDED 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  and (iii) the  Borrower,  the
Administrative Agent, the Swingline Bank, the Issuing Bank and the other Lenders
shall  continue to deal solely and directly with such Lender in connection  with
such Lender's  rights and  obligations  under this  Agreement.  Any agreement or
instrument  pursuant to which a Lender sells such a participation  shall provide
that such Lender shall retain the sole right to enforce  this  Agreement  and to
approve  any  amendment,  modification  or  waiver  of  any  provision  of  this
Agreement;  PROVIDED  that such  agreement or  instrument  may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification  or waiver with respect to the  following  to the extent  affecting
such Participant:  (i) increase the Commitment of any Lender without the written
consent  of such  Lender,  (ii)  reduce the  principal  amount of any Loan or LC
Disbursement or reduce the rate of interest thereon,  or reduce any fees payable
hereunder,  without the written consent of each Lender affected  thereby,  (iii)
postpone the date fixed for any payment of any principal of, or interest on, any
Loan or LC Disbursement or interest  thereon or any fees hereunder or reduce the
amount of, waive or excuse any such payment,  or postpone the scheduled date for
the termination or reduction of any  Commitment,  without the written consent of
each Lender  affected  thereby,  (iv) change SECTION  2.22(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby , without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of "Required Lenders" or any other provision hereof specifying
the number or percentage of Lenders which are required to waive, amend or modify
any rights hereunder or make any  determination or grant any consent  hereunder,
without the consent of each  Lender;  (vi)  release any  guarantor  or limit the
liability of any such guarantor under any guaranty agreement without the written

                                      -70-
<PAGE>
consent of each Lender  except to the extent such release is expressly  provided
under the terms of the Guaranty Agreement; or (vii) release all or substantially
all  collateral (if any) securing any of the  Obligations.  Subject to paragraph
(e) of this Section, the Borrower agrees that each Participant shall be entitled
to the  benefits of SECTIONS  2.19,  2.20,  and 2.21 to the same extent as if it
were a Lender and had acquired its interest by assignment  pursuant to paragraph
(b) of this Section. To the extent permitted by law, each Participant also shall
be entitled to the benefits of SECTION 10.7 as though it were a Lender, provided
such  Participant  agrees  to be  subject  to  SECTION  10.7 as though it were a
Lender.

          (e) A Participant shall not be entitled to receive any greater payment
under SECTION 2.19 and SECTION 2.21 than the  applicable  Lender would have been
entitled to receive with respect to the participation  sold to such Participant,
unless  the  sale of the  participation  to such  Participant  is made  with the
Borrower's prior written  consent.  A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of SECTION 2.21 unless
the Borrower is notified of the participation  sold to such Participant and such
Participant  agrees,  for the benefit of the  Borrower,  to comply with  SECTION
2.21(e) as though it were a Lender.

          (f) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this  Agreement to secure  obligations of
such Lender,  including  without  limitation  any pledge or assignment to secure
obligations  to a  Federal  Reserve  Bank;  PROVIDED  that  no  such  pledge  or
assignment  of a  security  interest  shall  release  a  Lender  from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

          SECTION  10.5.  GOVERNING  LAW;  JURISDICTION;  CONSENT  TO SERVICE OF
PROCESS.  (a) This Agreement and the other Loan Documents  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 New York.

          (b) The Borrower hereby irrevocably and unconditionally  submits,  for
itself and its property, to the non-exclusive  jurisdiction of the United States
District  Court of the Southern  District of New York, and of any state court of
the State of Supreme  Court of the State of New York  sitting in New York county
and any appellate  court from any thereof,  in any action or proceeding  arising
out  of or  relating  to  this  Agreement  or any  other  Loan  Document  or the
transactions  contemplated  hereby or thereby, or for recognition or enforcement
of any  judgment,  and  each  of  the  parties  hereto  hereby  irrevocably  and
unconditionally  agrees  that  all  claims  in  respect  of any such  action  or
proceeding  may be heard and  determined in such New York state court or, to the
extent  permitted by  applicable  law, such Federal  court.  Each of the parties
hereto agrees that a final  judgment in any such action or  proceeding  shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative  Agent, the Issuing Bank
or any Lender may otherwise  have to bring any action or proceeding  relating to
this Agreement or any other Loan Document against the Borrower or its properties
in the courts of any jurisdiction.

                                      -71-
<PAGE>
          (c) The Borrower irrevocably and unconditionally  waives any objection
which it may now or  hereafter  have to the  laying  of venue of any such  suit,
action or  proceeding  described in paragraph (b) of this Section and brought in
any court  referred to in  paragraph  (b) of this  Section.  Each of the parties
hereto  irrevocably  waives,  to the fullest extent permitted by applicable law,
the  defense  of an  inconvenient  forum to the  maintenance  of such  action or
proceeding in any such court.

          (d) Each party to this Agreement  irrevocably  consents to the service
of process in the manner  provided for notices in SECTION 10.1.  Nothing in this
Agreement  or in any other  Loan  Document  will  affect  the right of any party
hereto to serve process in any other manner permitted by law.

          SECTION  10.6.  WAIVER OF JURY TRIAL.  EACH PARTY  HERETO  IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
THIS  AGREEMENT  OR ANY OTHER LOAN  DOCUMENT  OR THE  TRANSACTIONS  CONTEMPLATED
HEREBY OR THEREBY  (WHETHER BASED ON CONTRACT,  TORT OR ANY OTHER THEORY).  EACH
PARTY  HERETO (A)  CERTIFIES  THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER,  AND (B)
ACKNOWLEDGES  THAT IT AND THE OTHER  PARTIES  HERETO HAVE BEEN  INDUCED TO ENTER
INTO THIS  AGREEMENT AND THE OTHER LOAN  DOCUMENTS  BY, AMONG OTHER THINGS,  THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION  10.7.  RIGHT OF  SETOFF.  In  addition  to any  rights now or
hereafter  granted under applicable law and not by way of limitation of any such
rights,  each Lender and the Issuing  Bank shall have the right,  at any time or
from time to time upon the occurrence and during the  continuance of an Event of
Default,  without prior notice to the Borrower,  any such notice being expressly
waived by the Borrower to the extent permitted by applicable law, to set off and
apply against all deposits (general or special,  time or demand,  provisional or
final) of the Borrower at any time held or other  obligations  at any time owing
by such Lender and the  Issuing  Bank to or for the credit or the account of the
Borrower  against  any and all  Obligations  held by such  Lender or the Issuing
Bank,  as the case may be,  irrespective  of whether  such Lender or the Issuing
Bank shall have made demand  hereunder  and  although  such  Obligations  may be
unmatured.  Each  Lender  and the  Issuing  Bank  agree  promptly  to notify the
Administrative Agent and the Borrower after any such set-off and any application
made by such Lender and the Issuing Bank, as the case may be; PROVIDED, that the
failure to give such notice  shall not affect the  validity of such  set-off and
application.

          SECTION  10.8.  COUNTERPARTS;   INTEGRATION.  This  Agreement  may  be
executed  by one or more of the  parties  to this  Agreement  on any  number  of
separate  counterparts  (including  by telecopy),  and all of said  counterparts
taken together shall be deemed to constitute one and the same  instrument.  This
Agreement,  the Fee Letter,  the other Loan  Documents,  and any separate letter
agreement(s) relating to any fees payable to the Administrative Agent constitute

                                      -72-
<PAGE>
the entire agreement among the parties hereto and thereto  regarding the subject
matters   hereof  and   thereof  and   supersede   all  prior   agreements   and
understandings, oral or written, regarding such subject matters.

          SECTION 10.9. SURVIVAL. All covenants, agreements, representations and
warranties  made  by  the  Borrower  herein  and in the  certificates  or  other
instruments  delivered in connection with or pursuant to this Agreement shall be
considered  to have been  relied  upon by the  other  parties  hereto  and shall
survive the execution and delivery of this Agreement and the making of any Loans
and issuance of any Letters of Credit,  regardless of any investigation  made by
any  such  other   party  or  on  its  behalf  and   notwithstanding   that  the
Administrative  Agent,  the  Issuing  Bank or any  Lender may have had notice or
knowledge of any Default or incorrect representation or warranty at the time any
credit is  extended  hereunder,  and shall  continue in full force and effect as
long as the  principal of or any accrued  interest on any Loan or any fee or any
other  amount  payable  under this  Agreement is  outstanding  and unpaid or any
Letter of Credit is outstanding and so long as the Commitments  have not expired
or terminated. The provisions of SECTIONS 2.19, 2.20, 2.21, and 10.3 and ARTICLE
IX  shall  survive  and  remain  in full  force  and  effect  regardless  of the
consummation  of the  transactions  contemplated  hereby,  the  repayment of the
Loans,  the  expiration  or  termination  of  the  Letters  of  Credit  and  the
Commitments or the  termination of this Agreement or any provision  hereof.  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 and the other Loan  Documents,  and
the making of the Loans and the issuance of the Letters of Credit.

          SECTION  10.10.  SEVERABILITY.  Any provision of this Agreement or any
other  Loan  Document  held  to be  illegal,  invalid  or  unenforceable  in any
jurisdiction,  shall, as to such  jurisdiction,  be ineffective to the extent of
such illegality,  invalidity or unenforceability without affecting the legality,
validity or  enforceability of the remaining  provisions hereof or thereof;  and
the illegality,  invalidity or unenforceability  of a particular  provision in a
particular  jurisdiction  shall  not  invalidate  or render  unenforceable  such
provision in any other jurisdiction.

          SECTION 10.11. CONFIDENTIALITY.  Each of the Administrative Agent, the
Issuing Bank and each Lender agrees to take normal and reasonable precautions to
maintain  the  confidentiality  of any  information  designated  in  writing  as
confidential  and provided to it by the Borrower or any Subsidiary,  except that
such information may be disclosed (i) to any Related Party of the Administrative
Agent,  the  Issuing  Bank or any  such  Lender,  including  without  limitation
accountants,  legal counsel and other  advisors,  (ii) to the extent required by
applicable  laws or  regulations  or by any subpoena or similar  legal  process,
(iii) to the extent requested by any regulatory agency or authority, (iv) to the
extent that such information  becomes publicly  available other than as a result
of a breach of this Section,  or which becomes  available to the  Administrative
Agent, the Issuing Bank, any Lender or any Related Party of any of the foregoing
on a  nonconfidential  basis  from a  source  other  than the  Borrower,  (v) in
connection  with the  exercise of any remedy  hereunder  or any suit,  action or
proceeding  relating to this Agreement or the  enforcement of rights  hereunder,
and (ix) subject to provisions  substantially  similar to this SECTION 10.11, to
any actual or prospective  assignee or Participant,  or (vi) with the consent of
the  Borrower.  Any Person  required  to  maintain  the  confidentiality  of any
information as provided for in this Section shall be considered to have complied
with its  obligation  to do so if such Person has  exercised  the same degree of

                                      -73-
<PAGE>
care to maintain the  confidentiality  of such  information as such Person would
accord its own confidential information.

          SECTION  10.12.  INTEREST RATE  LIMITATION.  Notwithstanding  anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together  with all fees,  charges  and other  amounts  which may be  treated  as
interest on such Loan under applicable law (collectively,  the "CHARGES"), shall
exceed the maximum  lawful rate of interest  (the  "MAXIMUM  RATE") which may be
contracted for,  charged,  taken,  received or reserved by a Lender holding such
Loan in accordance with applicable law, the rate of interest  payable in respect
of such Loan hereunder,  together with all Charges  payable in respect  thereof,
shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges  that  would  have been  payable  in  respect  of such Loan but were not
payable as a result of the  operation of this Section shall be cumulated and the
interest and Charges payable to such Lender in respect of other Loans or periods
shall be  increased  (but not  above  the  Maximum  Rate  therefor)  until  such
cumulated  amount,  together with interest  thereon at the Federal Funds Rate to
the date of repayment, shall have been received by such Lender.

          SECTION  10.13.  WAIVER OF  EFFECT OF  CORPORATE  SEAL.  The  Borrower
represents  and warrants that neither it nor any other Loan Party is required to
affix its corporate seal to this  Agreement or any other Loan Document  pursuant
to any requirement of law or regulation, agrees that this Agreement is delivered
by Borrower  under seal and waives any  shortening of the statute of limitations
that may result from not affixing the corporate  seal to this  Agreement or such
other Loan Documents.

                  (REMAINDER OF PAGE LEFT INTENTIONALLY BLANK)

                                      -74-
<PAGE>
          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be duly executed,  under seal in the case of Holdings and the Borrower, by their
respective authorized officers as of the day and year first above written.

                                      BORROWER:

                                      SWIFT TRANSPORTATION CO., INC., an
                                      Arizona corporation


                                      By: /s/ William F. Riley III          L.S.
                                          -------------------------------
                                          Name: William F. Riley III
                                          Title: Vice President and Secretary

                                      HOLDINGS:

                                      SWIFT TRANSPORTATION CO., INC., a
                                      Nevada corporation


                                      By: /s/ William F. Riley III          L.S.
                                          -------------------------------
                                          Name: William F. Riley III
                                          Title: Senior Executive Vice President


                               [SIGNATURE PAGE TO
                           REVOLVING CREDIT AGREEMENT]
<PAGE>
                                        SUNTRUST BANK AS ADMINISTRATIVE AGENT,
                                        AS ISSUING BANK, AS SWINGLINE LENDER AND
                                        AS A LENDER


                                        By: /s/ William H. Crawford
                                            ------------------------------------
                                            Name: William H. Crawford
                                            Title: Vice President


                               [SIGNATURE PAGE TO
                           REVOLVING CREDIT AGREEMENT]
<PAGE>
                                        WELLS FARGO BANK, N.A.


                                        By: /s/ Robert E. Clouse
                                            ------------------------------------
                                            Name: Robert E. Clouse
                                            Title: Assistant Vice President


                               [SIGNATURE PAGE TO
                           REVOLVING CREDIT AGREEMENT]

<PAGE>
                                        KEYBANK NATIONAL ASSOCIATION


                                        By: /s/ Michael J. Vegh
                                            ------------------------------------
                                            Name: Michael J. Vegh
                                            Title: Portfolio Manager


                               [SIGNATURE PAGE TO
                           REVOLVING CREDIT AGREEMENT]
<PAGE>
                                        LASALLE BANK NATIONAL ASSOCIATION


                                        By: /s/ David J. Thomas
                                            ------------------------------------
                                            Name: David J. Thomas
                                            Title: First Vice President


                               [SIGNATURE PAGE TO
                           REVOLVING CREDIT AGREEMENT]
<PAGE>
                                        U.S. BANK NATIONAL ASSOCIATION


                                        By: /s/ Scott J. Bell
                                            ------------------------------------
                                            Name: Scott J. Bell
                                            Title: Vice President


                               [SIGNATURE PAGE TO
                           REVOLVING CREDIT AGREEMENT]
<PAGE>
                                        THE NORINCHUKIN BANK, NEW YORK BRANCH


                                        By: /s/ Toshiyuki Futaoka
                                            ------------------------------------
                                            Name: Toshiyuki Futaoka
                                            Title: Joint General Manager


                               [SIGNATURE PAGE TO
                           REVOLVING CREDIT AGREEMENT]
<PAGE>
                                        CREDIT SUISSE FIRST BOSTON, CAYMAN
                                        ISLAND BRANCH


                                        By: /s/ Mark Gleason
                                            ------------------------------------
                                            Name: Mark Gleason
                                            Title: Director


                                        By: /s/ Cassandra Droogan
                                            ------------------------------------
                                            Name: Cassandra Droogan
                                            Title: Associate


                               [SIGNATURE PAGE TO
                           REVOLVING CREDIT AGREEMENT]
<PAGE>
                                   SCHEDULE I
                   APPLICABLE MARGIN AND APPLICABLE PERCENTAGE

Pricing                            Applicable Margin for   Applicable Percentage
 Level        Leverage Ratio         Eurodollar Loans       for Commitment Fee
 -----        --------------         ----------------       ------------------
   I        Less than 1.50:1.00       0.625% per annum        0.175% per annum

  II        Less than 2.00:1.00       0.70% per annum         0.20% per annum
            but greater than or
            equal to 1.50:1.00

  III       Less than 2.50:1.00       1.0% per annum          0.225% per annum
            but greater than or
            equal to 2.00:1.00

  IV        Greater than or           1.375% per annum        0.25% per annum
            equal to 2.50:1.00