<PAGE>

                                                                   EXHIBIT 10.40
                                                                   -------------


                                CREDIT AGREEMENT

                          Dated as of February 22, 2007

                                      among

                             TRACTOR SUPPLY COMPANY,
                                  as Borrower,

                                       AND

                      CERTAIN SUBSIDIARIES OF THE BORROWER
                         FROM TIME TO TIME PARTY HERETO,
                                 as Guarantors,

                               THE SEVERAL LENDERS
                         FROM TIME TO TIME PARTY HERETO

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

                    JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
                                       and
                         U.S. BANK NATIONAL ASSOCIATION,
                            as Co-Syndication Agents

                                       AND

                                  REGIONS BANK
                                       and
                       WACHOVIA BANK, NATIONAL ASSOCATION,
                           as Co-Documentation Agents




                         BANC OF AMERICA SECURITIES LLC,
                        as Lead Arranger and Book Manager



<PAGE>
<TABLE>
<CAPTION>


                                      TABLE OF CONTENTS

<S>                                                                                     <C>
SECTION 1  DEFINITIONS....................................................................1
         1.1      DEFINITIONS.............................................................1
         1.2      COMPUTATION OF TIME PERIODS............................................18
         1.3      ACCOUNTING TERMS.......................................................19

SECTION 2  CREDIT FACILITIES.............................................................19
         2.1      REVOLVING LOANS........................................................19
         2.2      LETTER OF CREDIT SUBFACILITY...........................................21
         2.3      SWINGLINE LOANS SUBFACILITY............................................27

SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITIES................................28
         3.1      DEFAULT RATE...........................................................28
         3.2      EXTENSION AND CONVERSION...............................................28
         3.3      PREPAYMENTS............................................................29
         3.4      TERMINATION, REDUCTION OR INCREASE OF REVOLVING COMMITTED AMOUNT.......30
         3.5      FEES...................................................................31
         3.6      CAPITAL ADEQUACY.......................................................32
         3.7      LIMITATION ON EURODOLLAR LOANS.........................................32
         3.8      ILLEGALITY.............................................................32
         3.9      REQUIREMENTS OF LAW....................................................33
         3.10     TREATMENT OF AFFECTED LOANS............................................34
         3.11     TAXES..................................................................34
         3.12     COMPENSATION...........................................................36
         3.13     PRO RATA TREATMENT.....................................................36
         3.15     PAYMENTS, COMPUTATIONS; RETROACTIVE ADJUSTMENTS OF APPLICABLE RATE.....38
         3.16     EVIDENCE OF DEBT.......................................................40

SECTION 4  GUARANTY......................................................................40
         4.1      THE GUARANTY...........................................................40
         4.2      OBLIGATIONS UNCONDITIONAL..............................................41
         4.3      REINSTATEMENT..........................................................42
         4.4      CERTAIN ADDITIONAL WAIVERS.............................................42
         4.5      REMEDIES...............................................................42
         4.6      RIGHTS OF CONTRIBUTION.................................................42
         4.7      GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.............................43

SECTION 5  CONDITIONS....................................................................43
         5.1      CLOSING CONDITIONS.....................................................43
         5.2      CONDITIONS TO ALL EXTENSIONS OF CREDIT.................................45

SECTION 6  REPRESENTATIONS AND WARRANTIES................................................46
         6.1      FINANCIAL CONDITION....................................................46
         6.2      NO MATERIAL CHANGE.....................................................46
         6.3      ORGANIZATION AND GOOD STANDING; COMPLIANCE WITH LAW....................46
         6.4      POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS..........................46
         6.5      NO CONFLICTS...........................................................47
         6.6      OWNERSHIP..............................................................47
         6.7      [Intentionally Omitted.]...............................................47
         6.8      LITIGATION.............................................................47
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                     <C>
         6.9      TAXES..................................................................47
         6.10     COMPLIANCE WITH LAW....................................................47
         6.11     ERISA..................................................................47
         6.12     SUBSIDIARIES...........................................................49
         6.13     GOVERNMENTAL REGULATIONS, ETC..........................................49
         6.14     PURPOSE OF LOANS AND LETTERS OF CREDIT.................................50
         6.15     ENVIRONMENTAL MATTERS..................................................50
         6.16     INTELLECTUAL PROPERTY..................................................51
         6.17     SOLVENCY...............................................................51
         6.18     INVESTMENTS............................................................51
         6.19     DISCLOSURE.............................................................51
         6.20     NO BURDENSOME RESTRICTIONS.............................................51
         6.21     BROKERS' FEES..........................................................51
         6.22     LABOR MATTERS..........................................................51

SECTION 7  AFFIRMATIVE COVENANTS.........................................................52
         7.1      FINANCIAL STATEMENTS...................................................52
         7.2      PRESERVATION OF EXISTENCE AND FRANCHISES...............................54
         7.3      BOOKS AND RECORDS......................................................54
         7.4      COMPLIANCE WITH LAW....................................................54
         7.5      PAYMENT OF TAXES AND OTHER INDEBTEDNESS................................54
         7.6      INSURANCE..............................................................55
         7.7      MAINTENANCE OF PROPERTY................................................55
         7.8      PERFORMANCE OF OBLIGATIONS.............................................55
         7.9      USE OF PROCEEDS........................................................55
         7.10     AUDITS/INSPECTIONS.....................................................55
         7.11     FINANCIAL COVENANTS....................................................55
         7.12     ADDITIONAL CREDIT PARTIES..............................................56
         7.13     ENVIRONMENTAL LAWS.....................................................56

SECTION 8  NEGATIVE COVENANTS............................................................57
         8.1      INDEBTEDNESS...........................................................57
         8.2      LIENS..................................................................57
         8.3      NATURE OF BUSINESS.....................................................57
         8.4      CONSOLIDATION, MERGER, DISSOLUTION, ETC................................58
         8.5      ASSET DISPOSITIONS.....................................................58
         8.6      INVESTMENTS............................................................58
         8.7      RESTRICTED PAYMENTS....................................................58
         8.8      PREPAYMENTS OF INDEBTEDNESS, ETC.......................................58
         8.9      TRANSACTIONS WITH AFFILIATES...........................................59
         8.10     FISCAL YEAR; ORGANIZATIONAL DOCUMENTS..................................59
         8.11     LIMITATION ON RESTRICTED ACTIONS.......................................59
         8.12     OWNERSHIP OF SUBSIDIARIES..............................................59
         8.13     SALE LEASEBACKS........................................................59
         8.14     NO FURTHER NEGATIVE PLEDGES............................................60

SECTION 9  EVENTS OF DEFAULT.............................................................60
         9.1      EVENTS OF DEFAULT......................................................60
         9.2      ACCELERATION; REMEDIES.................................................62
</TABLE>

                                       ii

<PAGE>
<TABLE>
<CAPTION>


<S>                                                                                     <C>
SECTION 10  AGENCY PROVISIONS............................................................63
         10.1     APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT..................63
         10.2     RIGHTS AS A LENDER.....................................................63
         10.3     DELEGATION OF DUTIES...................................................63
         10.4     EXCULPATORY PROVISIONS.................................................64
         10.5     RELIANCE BY ADMINISTRATIVE AGENT.......................................64
         10.6     RESIGNATION OF ADMINISTRATIVE AGENT....................................65
         10.7     NON-RELIANCE BY ADMINISTRATIVE AGENT AND OTHER LENDERS.................65
         10.8     NO OTHER DUTIES, ETC...................................................66
         10.9     ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM..........................66
         10.10    GUARANTY MATTERS.......................................................66

SECTION 11  MISCELLANEOUS................................................................67
         11.1     NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATIONS......................67
         11.2     RIGHT OF SET-OFF.......................................................69
         11.3     SUCCESSORS AND ASSIGNS.................................................69
         11.4     NO WAIVER; REMEDIES CUMULATIVE.........................................73
         11.5     EXPENSES; INDEMNITY; DAMAGE WAIVER.....................................73
         11.6     AMENDMENTS, WAIVERS AND CONSENTS.......................................74
         11.7     COUNTERPARTS...........................................................75
         11.8     HEADINGS...............................................................75
         11.9     SURVIVAL OF REPRESENTATIONS AND WARRANTIES.............................75
         11.10    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.......................76
         11.11    SEVERABILITY...........................................................77
         11.12    ENTIRETY...............................................................77
         11.13    BINDING EFFECT; TERMINATION............................................77
         11.14    TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY......................77
         11.15    USE OF SOURCES.........................................................78
         11.16    CONFLICT...............................................................78
         11.17    US PATRIOT ACT NOTICE..................................................78
         11.18    NO ADVISORY OR FIDUCIARY RESPONSIBILITY................................79
         11.19    REPLACEMENT OF LENDERS.................................................79
</TABLE>

                                      iii

<PAGE>




                                    SCHEDULES
                                    ---------

Schedule 1.1(a)            Existing Letters of Credit
Schedule 1.1(b)            Liens
Schedule 2.1(a)            Lenders
Schedule 6.12              Subsidiaries
Schedule 6.22              Labor Matters
Schedule 8.1               Indebtedness
Schedule 8.9               Transactions with Affiliates
Schedule 11.1              Notices

                                    EXHIBITS
                                    --------

Exhibit 2.1(b)(i)          Form of Notice of Borrowing
Exhibit 2.1(e)             Form of Revolving Note
Exhibit 2.3(b)             Form of Swingline Loan Request
Exhibit 2.3(e)             Form of Swingline Note
Exhibit 3.2                Form of Notice of Extension/Conversion
Exhibit 7.1(c)             Form of Officer's Compliance Certificate
Exhibit 7.12               Form of Joinder Agreement
Exhibit 11.3               Form of Assignment and Acceptance


                                       iv


<PAGE>


                                CREDIT AGREEMENT


        THIS CREDIT AGREEMENT, dated as of February 22, 2007 (as amended,
modified, restated or supplemented from time to time, the "CREDIT AGREEMENT"),
is by and among TRACTOR SUPPLY COMPANY, a Delaware corporation (the "BORROWER"),
the Subsidiary Guarantors (as defined herein), the Lenders (as defined herein)
and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such
capacity, the "ADMINISTRATIVE AGENT").

                               W I T N E S S E T H

        WHEREAS, the Borrower has requested that the Lenders provide a
$250,000,000 credit facility for the purposes hereinafter set forth; and

        WHEREAS, the Lenders have agreed to make the requested credit facility
available to the Borrower on the terms and conditions hereinafter set forth;

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


                                    SECTION 1

                                   DEFINITIONS
                                   -----------

        1.1     DEFINITIONS.
                ------------

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

                "30-DAY INTERBANK OFFERED RATE" means, for any Swingline Loan,
        the rate per annum (rounded, if necessary, to the nearest one-one
        hundredth (1/100) of one percent) appearing each day on Page 3750 (or
        any successor page) of the Dow Jones Market Service as the London
        interbank offered rate for deposits in Dollars at approximately 11:00
        a.m. (London time) for a term of thirty (30) days. If for any reason
        such rate is not available, the term "30-Day Interbank Offered Rate"
        shall mean the rate per annum (rounded, if necessary, to the nearest
        1/100 of 1%) appearing each day on Reuters Screen LIBO Page as the
        London interbank offered rate for deposits in Dollars at approximately
        11:00 a.m. (London time) for a term of thirty (30) days; PROVIDED,
        HOWEVER, if more than one rate is specified on Reuters Screen LIBO Page,
        the applicable rate shall be the arithmetic mean of all such rates
        (rounded, if necessary, to the nearest 1/100 of 1%). As to any date on
        which no such rates are available, the term "30-Day Interbank Offered
        Rate" shall mean such rate as determined on the next proceeding Business
        Day when such rate was determinable.

                "ADDITIONAL CREDIT PARTY" means each Person that becomes a
        Subsidiary Guarantor after the Closing Date by execution of a Joinder
        Agreement.

                "ADJUSTED BASE RATE" means the Base Rate PLUS the Applicable
        Percentage.

                "ADJUSTED EURODOLLAR RATE" means the Eurodollar Rate PLUS the
        Applicable Percentage.

                                       1

<PAGE>


                "ADMINISTRATIVE AGENT" shall have the meaning assigned to such
        term in the heading hereof, together with any successors or assigns.

                "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative
        Questionnaire in a form supplied by the Administrative Agent.

                "AFFILIATE" means, with respect to any Person, any other Person
        (i) directly or indirectly controlling or controlled by or under direct
        or indirect common control with such Person or (ii) directly or
        indirectly owning or holding five percent (5%) or more of the Capital
        Stock in such Person. For purposes of this definition, "control" when
        used with respect to any Person means the power to direct the management
        and policies of such Person, directly or indirectly, whether through the
        ownership of voting securities, by contract or otherwise; and the terms
        "controlling" and "controlled" have meanings correlative to the
        foregoing.

                "AGENT-RELATED PERSONS" means the Administrative Agent, together
        with its Affiliates (including, at such times as Bank of America is the
        Administrative Agent, the Arranger), and the officers, directors,
        employees, agents and attorneys-in-fact of such Persons and Affiliates.

                "APPLICABLE LENDING OFFICE" means, for each Lender, the office
        of such Lender (or of an Affiliate of such Lender) as such Lender may
        from time to time specify to the Administrative Agent and the Borrower
        by written notice as the office by which its Eurodollar Loans are made
        and maintained.

                "APPLICABLE PERCENTAGE" means, for purposes of calculating the
        applicable interest rate for any day for any Revolving Loan, the
        applicable rate for any day for any Swingline Loan, the applicable rate
        of the Unused Fee for any day for purposes of Section 3.5(a), the
        applicable rate of the Standby Letter of Credit Fee for any day for
        purposes of Section 3.5(b)(i) or the applicable rate for the Trade
        Letter of Credit Fee for any day for purposes of Section 3.5(b)(ii), the
        appropriate applicable percentage corresponding to the Leverage Ratio in
        effect as of the most recent Calculation Date:

<TABLE>
<CAPTION>

                                  APPLICABLE         APPLICABLE      APPLICABLE       APPLICABLE
                                PERCENTAGE FOR       PERCENTAGE    PERCENTAGE FOR   PERCENTAGE FOR     APPLICABLE
                 LEVERAGE      EURODOLLAR LOANS    FOR BASE RATE   STANDBY LETTER    TRADE LETTER    PERCENTAGE FOR
PRICING LEVEL     RATIO      AND SWINGLINE LOANS       LOANS       OF CREDIT FEES   OF CREDIT FEES     UNUSED FEES
-------------- ------------- --------------------- --------------- ---------------- ---------------- ----------------
<S>                 <C>             <C>                 <C>             <C>              <C>             <C>
      I           = 3.5             0.90%               0.0%            0.90%            0.25%           0.175%
     II           = 3.0 but <       0.75%               0.0%            0.75%            0.25%            0.15%
                    3.5
     III          = 2.5 but <       0.60%               0.0%            0.60%            0.25%           0.125%
                    3.0
     IV           = 2.0 but <       0.50%               0.0%            0.50%            0.25%            0.10%
                    2.5
      V           = 1.5 but <       0.40%               0.0%            0.40%            0.25%           0.075%
                    2.0
     VI           < 1.5             0.35%               0.0%            0.35%            0.25%            0.06%
</TABLE>

        The Applicable Percentages shall be determined and adjusted quarterly on
        the date (each a "CALCULATION DATE") five Business Days after the date
        by which the Borrower is required to

                                       2

<PAGE>


        provide the officer's certificate in accordance with the provisions of
        Section 7.1(c) for the most recently ended fiscal quarter of the
        Consolidated Parties; PROVIDED, HOWEVER, (i) the initial Applicable
        Percentages shall be based on Pricing Level IV and shall remain at
        Pricing Level IV until the first Calculation Date to occur subsequent to
        June 30, 2007 and (ii) if the Borrower fails to provide the officer's
        certificate as required by Section 7.1(c) for the last day of the most
        recently ended fiscal quarter of the Consolidated Parties, the
        Applicable Percentage from such Calculation Date shall be based on
        Pricing Level I until such time as an appropriate officer's certificate
        is provided, whereupon the Applicable Percentage shall be determined by
        the Leverage Ratio as of the last day of the most recently ended fiscal
        quarter of the Consolidated Parties preceding such Calculation Date.
        Each Applicable Percentage shall be effective from one Calculation Date
        until the next Calculation Date. Any adjustment in the Applicable
        Percentages shall be applicable to all existing Loans as well as any new
        Loans made or issued.

                "APPROVED FUND" means any Fund 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.

                "ARRANGER" means Banc of America Securities LLC, in its capacity
        as sole lead arranger and sole book manager.

                "ASSIGNEE GROUP" means two or more Eligible Assignees that are
        Affiliates of one another or two or more Approved Funds managed by the
        same investment advisor.

                "ASSIGNMENT AND ASSUMPTION" means an assignment and assumption
        entered into by a Lender and an assignee (with the consent of any party
        whose consent is required by Section 11.3(b)), and accepted by the
        Administrative Agent, in substantially the form of EXHIBIT 11.3 or any
        other form approved by the Administrative Agent.

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

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

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

                                       3

<PAGE>


                "BASE RATE" means for any day a fluctuating rate per annum equal
        to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the
        rate of interest in effect for such day as publicly announced from time
        to time by Bank of America as its "prime rate." The "prime rate" is a
        rate set by Bank of America based upon various factors including Bank of
        America's costs and desired return, general economic conditions and
        other factors, and is used as a reference point for pricing some loans,
        which may be priced at, above, or below such announced rate. Any change
        in such rate announced by Bank of America shall take effect at the
        opening of business on the day specified in the public announcement of
        such change.

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

                "BORROWER" means the Person identified as such in the heading
        hereof, together with any permitted successors and assigns.

                "BORROWER MATERIALS" shall have the meaning assigned to such
        term in Section 7.1.

                "BUSINESS DAY" means a day other than a Saturday, Sunday or
        other day on which commercial banks in Charlotte, North Carolina or
        Nashville, Tennessee are authorized or required by law to close, EXCEPT
        THAT, when used in connection with a Eurodollar Loan, such day shall
        also be a day on which dealings between banks are carried on in Dollar
        deposits in London, England.

                "CAPITAL LEASE" means, as applied to any Person, any lease of
        any Property (whether real, personal or mixed) by that Person as lessee
        which, in accordance with GAAP, is or should be accounted for as a
        capital lease on the balance sheet of that Person.

                "CAPITAL STOCK" means (i) in the case of a corporation, capital
        stock, (ii) in the case of an association or business entity, any and
        all shares, interests, participations, rights or other equivalents
        (however designated) of capital stock, (iii) in the case of a
        partnership, partnership interests (whether general or limited), (iv) in
        the case of a limited liability company, membership interests and (v)
        any other interest or participation that confers on a Person (other than
        a corporation) the right to receive a share of the profits and losses
        of, or distributions of assets of, the issuing Person.

                "CASH EQUIVALENTS" means (a) securities issued or directly and
        fully guaranteed or insured by the United States of America or any
        agency or instrumentality thereof (provided that the full faith and
        credit of the United States of America is pledged in support thereof)
        having maturities of not more than twelve months from the date of
        acquisition, (b) Dollar denominated time deposits and certificates of
        deposit of (i) any Lender, (ii) any domestic commercial bank of
        recognized standing having capital and surplus in excess of $500,000,000
        or (iii) any bank whose short-term commercial paper rating from S&P is
        at least A-1 or the equivalent thereof or from Moody's is at least P-1
        or the equivalent thereof (any such bank being an "APPROVED BANK"), in
        each case with maturities of not more than 270 days from the date of
        acquisition, (c) commercial paper and variable or fixed rate notes
        issued by any Approved Bank (or by the parent company thereof) or any
        variable rate notes issued by, or guaranteed by, any domestic
        corporation rated A-1 (or the equivalent thereof) or better by S&P or
        P-1 (or the equivalent thereof) or better by Moody's and maturing within
        six months of the date of acquisition, (d) repurchase agreements entered
        into by any Person with a bank or trust company (including any of the
        Lenders) or recognized securities dealer having capital and surplus in
        excess of $500,000,000 for direct obligations issued by or fully
        guaranteed by the United States of America in which such Person shall
        have a perfected first priority security interest (subject to no

                                       4

<PAGE>


        other Liens) and having, on the date of purchase thereof, a fair market
        value of at least 100% of the amount of the repurchase obligations and
        (e) Investments, classified in accordance with GAAP as current assets,
        in money market investment programs registered under the Investment
        Company Act of 1940, as amended, which are administered by reputable
        financial institutions having capital of at least $500,000,000 and the
        portfolios of which are limited to Investments of the character
        described in the foregoing subdivisions (a) through (d).

                "CHANGE OF CONTROL" means the occurrence of any of the following
        events: (i) any Person or two or more Persons acting in concert shall
        have acquired "beneficial ownership," directly or indirectly, of, or
        shall have acquired by contract or otherwise, or shall have entered into
        a contract or arrangement that, upon consummation, will result in its or
        their acquisition of, control over, Voting Stock of the Borrower (or
        other securities convertible into such Voting Stock) representing 30% or
        more of the combined voting power of all Voting Stock of the Borrower,
        or (ii) a majority of the members of the Board of Directors of the
        Borrower cease to be Continuing Directors.

                "CLOSING DATE" means the date hereof.

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

                "COMMITMENT" means the Revolving Commitment, the Swingline
        Commitment and the LOC Commitment.

                "CONSOLIDATED CASH TAXES" means, for any period, the aggregate
        of all federal, state, local and foreign income, franchise, withholding,
        value added and similar taxes of the Consolidated Parties on a
        consolidated basis for such period, as determined in accordance with
        GAAP, to the extent the same are paid in cash during such period.

                "CONSOLIDATED EBITDA" means, for any period, the sum of (a)
        Consolidated Net Income for such period, plus (b) an amount which, in
        the determination of Consolidated Net Income for such period, has been
        deducted for (i) Consolidated Interest Expense, (ii) total federal,
        state, local and foreign income, value added and similar taxes, (iii)
        depreciation and amortization expense, (iv) non-cash stock-based
        compensation expenses, (v) non-cash straight line rent expense and (vi)
        other non-recurring, non-cash expenses (excluding any non-cash expense
        to the extent that it represents an accrual of or reserve for cash
        expenses in any future period), all as determined in accordance with
        GAAP.

                "CONSOLIDATED EBITDAR" means, for any period, the sum of (a)
        Consolidated EBITDA for such period, plus (b) Consolidated Rental
        Expense for such period.

                "CONSOLIDATED INTEREST EXPENSE" means, for any period, all
        interest expense (including the interest component under Capital Leases
        and Synthetic Leases) of the Consolidated Parties on a consolidated
        basis for such period, as determined in accordance with GAAP. For
        purposes of clarification, the implied interest component under
        Synthetic Leases shall be considered interest expense for purposes of
        this definition.

                "CONSOLIDATED PARTIES" means a collective reference to the
        Borrower and its Subsidiaries, and "CONSOLIDATED PARTY" means any one of
        them.

                                       5

<PAGE>


                "CONSOLIDATED NET INCOME" means, for any period, net income
        (excluding extraordinary gains and other non-recurring gains and losses)
        after taxes for such period of the Consolidated Parties on a
        consolidated basis, as determined in accordance with GAAP.

                "CONSOLIDATED RENTAL EXPENSE" means, for any period, cash rental
        expense under Operating Leases (excluding any Synthetic Lease) of the
        Consolidated Parties on a consolidated basis for such period, as
        determined in accordance with GAAP.

                "CONSOLIDATED TANGIBLE ASSETS" means, as of any date of
        determination, all assets of the Consolidated Parties on a consolidated
        basis as of such date MINUS all intangible assets of the Consolidated
        Parties on a consolidated basis as of such date, all as determined in
        accordance with GAAP.

                "CONTINUING DIRECTOR" means, as of any date of determination,
        any member of the Board of Directors of the Borrower who (a) was a
        member of the same Board of Directors on the Closing Date or (b) was
        nominated for election or elected to such Board of Directors with the
        approval of a majority of the Continuing Directors who were members of
        such Board of Directors at the time of such nomination or election.

                "CREDIT DOCUMENTS" means a collective reference to this Credit
        Agreement, the Notes, the LOC Documents, each Joinder Agreement, the
        Administrative Agent's Fee Letter and all other related agreements and
        documents issued or delivered hereunder or thereunder or pursuant hereto
        or thereto (in each case as the same may be amended, modified, restated,
        supplemented, extended, renewed or replaced from time to time), and
        "CREDIT DOCUMENT" means any one of them.

                "CREDIT PARTIES" means a collective reference to the Borrower
        and the Guarantors, and "CREDIT PARTY" means any one of them.

                "CREDIT PARTY OBLIGATIONS" means, without duplication, (i) all
        of the obligations of the Credit Parties to the Lenders (including the
        Issuing Lender and the Swingline Lender) and the Administrative Agent,
        whenever arising, under this Credit Agreement, the Notes or any of the
        other Credit Documents (including, but not limited to, any interest
        accruing after the occurrence of a Bankruptcy Event with respect to any
        Credit Party, regardless of whether such interest is an allowed claim
        under the Bankruptcy Code) and (ii) all liabilities and obligations,
        whenever arising, owing from the Borrower to any Lender, or any
        Affiliate of a Lender, arising under any Hedging Agreement relating to
        the Revolving Obligations hereunder.

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

                "DEFAULTING LENDER" means, at any time, any Lender or Issuing
        Lender that (a) has failed to make a Loan or purchase a Participation
        Interest required pursuant to the term of this Credit Agreement within
        one Business Day of when due, (b) has breached Section 2.2, has failed
        to honor a Letter of Credit as required by its terms in accordance with
        Section 2.2 or has refused to issue a Letter of Credit pursuant to
        Section 2.2(a)(ii)(B), (c) other than as set forth in (a) and (b) above,
        has failed to pay to the Administrative Agent or any Lender an amount
        owed by such Lender pursuant to the terms of this Credit Agreement
        within one Business Day of when due, unless such amount is subject to a
        good faith dispute or (d) has been deemed insolvent or has become
        subject to a bankruptcy or insolvency proceeding or with respect to
        which (or with respect to any of assets of which) a receiver, trustee or
        similar official has been appointed.

                                       6

<PAGE>


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

                "DOMESTIC SUBSIDIARY" means, with respect to any Person, any
        Subsidiary of such Person which is incorporated or organized under the
        laws of any State of the United States or the District of Columbia.

                "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 Lender
        and the Swingline Lender and, unless an Event of Default has occurred
        and is continuing at the time any assignment is effected in accordance
        with Section 11.3, the Borrower (such approval not to be unreasonably
        withheld or delayed); PROVIDED, notwithstanding the foregoing, "Eligible
        Assignee" shall not include the Borrower or any of the Borrower's
        Affiliates or Subsidiaries.

                "ENVIRONMENTAL LAWS" means any and all lawful and applicable
        Federal, state, local and foreign statutes, laws, regulations,
        ordinances, rules, judgments, orders, decrees, permits, concessions,
        grants, franchises, licenses, agreements or other governmental
        restrictions relating to the environment or to emissions, discharges,
        releases or threatened releases of pollutants, contaminants, chemicals,
        or industrial, toxic or hazardous substances or wastes into the
        environment including, without limitation, ambient air, surface water,
        ground water, or land, or otherwise relating to the manufacture,
        processing, distribution, use, treatment, storage, disposal, transport,
        or handling of pollutants, contaminants, chemicals, or industrial, toxic
        or hazardous substances or wastes.

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

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

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

                "EURODOLLAR LOAN" means any Loan that bears interest at a rate
        based upon the Eurodollar Rate.

                                       7

<PAGE>


                "EURODOLLAR RATE" means for any Interest Period with respect to
        any Eurodollar Loan, a rate per annum determined by the Administrative
        Agent pursuant to the following formula:

                                             EURODOLLAR BASE RATE
                 Eurodollar Rate  =   ------------------------------------
                                      1.00 - Eurodollar Reserve Percentage

                Where,

                "EURODOLLAR BASE RATE" means, for such Interest Period, the rate
        per annum equal to the British Bankers Association LIBOR Rate ("BBA
        LIBOR"), as published by Reuters (or other commercially available source
        providing quotations of BBA LIBOR as designated by the Administrative
        Agent from time to time) at approximately 11:00 a.m., London time, two
        Business Days prior to the commencement of such Interest Period, for
        Dollar deposits (for delivery on the first day of such Interest Period)
        with a term equivalent to such Interest Period. If such rate is not
        available at such time for any reason, then the "Eurodollar Base Rate"
        for such Interest Period shall be the rate per annum determined by the
        Administrative Agent to be the rate at which deposits in Dollars for
        delivery on the first day of such Interest Period in same day funds in
        the approximate amount of the Eurodollar Loan being made, continued or
        converted by Bank of America and with a term equivalent to such Interest
        Period would be offered by Bank of America's London Branch to major
        banks in the London interbank eurodollar market at their request at
        approximately 11:00 a.m. (London time) two Business Days prior to the
        commencement of such Interest Period.

                "EURODOLLAR RESERVE PERCENTAGE" means, for any day during any
        Interest Period, the reserve percentage (expressed as a decimal, carried
        out to five decimal places) in effect on such day, whether or not
        applicable to any Lender, under regulations issued from time to time by
        the FRB for determining the maximum reserve requirement (including any
        emergency, supplemental or other marginal reserve requirement) with
        respect to Eurocurrency funding (currently referred to as "Eurocurrency
        liabilities"). The Eurodollar Rate for each outstanding Eurodollar Loan
        shall be adjusted automatically as of the effective date of any change
        in the Eurodollar Reserve Percentage.

                "EVENT OF DEFAULT" shall have the meaning as defined in Section
        9.1.

                "EXISTING LETTERS OF CREDIT" means the letters of credit
        described by letter of credit number, undrawn amount, name of
        beneficiary and date of expiry on SCHEDULE 1.1(A) attached hereto.

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

                "FEDERAL FUNDS RATE" means, for any day, the rate per annum
        equal to the weighted average of the rates on overnight Federal funds
        transactions with members of the Federal Reserve System arranged by
        Federal funds brokers on such day, as published by the Federal Reserve
        Bank on the Business Day next succeeding such day; PROVIDED that (a) if
        such day is not a Business Day, the Federal Funds Rate for such day
        shall be such rate on such transactions on the next preceding Business
        Day as so published on the next succeeding Business Day, and (b) if no
        such rate is so published on such next succeeding Business Day, the
        Federal Funds Rate for such day shall be the average rate (rounded, if
        necessary, to the nearest 1/100 of 1%) charged to the Administrative
        Agent (in its individual capacity) on such day on such transactions as
        determined by the Administrative Agent.

                                       8

<PAGE>


                "FIXED CHARGE COVERAGE RATIO" means, with respect to the
        Consolidated Parties on a consolidated basis, as of the end of each
        fiscal quarter of the Consolidated Parties for the twelve month period
        ending on such date, the ratio of (a) the sum of (i) Consolidated
        EBITDAR for the applicable period minus (ii) Consolidated Cash Taxes for
        the applicable period to (b) the sum of (i) the cash portion of
        Consolidated Interest Expense for the applicable period PLUS (ii)
        Scheduled Funded Debt Payments for the applicable period PLUS (iii)
        Consolidated Rental Expense for the applicable period PLUS (iv) cash
        dividends paid by the Borrower during the applicable period.

                "FOREIGN LENDER" shall have the meaning assigned to such term in
        Section 3.11(d).

                "FOREIGN SUBSIDIARY" means, with respect to any Person, any
        Subsidiary of such Person which is not a Domestic Subsidiary of such
        Person.

                "FRB" means the Board of Governors of the Federal Reserve System
        of the United States.

                "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 or similar extensions of credit in the
        ordinary course of its activities.

                "FUNDED INDEBTEDNESS" means, with respect to any Person, without
        duplication, (a) all Indebtedness of such Person other than Indebtedness
        of the types referred to in clause (e), (f), (g), (i), and (l) of the
        definition of "Indebtedness" set forth in this Section 1.1, (b) all
        Indebtedness of another Person of the type referred to in clause (a)
        above secured by (or for which the holder of such Funded Indebtedness
        has an existing right, contingent or otherwise, to be secured by) any
        Lien on, or payable out of the proceeds of production from, Property
        owned or acquired by such Person, whether or not the obligations secured
        thereby have been assumed, (c) all Guaranty Obligations of such Person
        with respect to Indebtedness of the type referred to in clause (a) above
        of another Person and (d) Indebtedness of the type referred to in clause
        (a) above of any partnership or unincorporated joint venture in which
        such Person is a general partner or a joint venturer.

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

                "GOVERNMENTAL AUTHORITY" means any Federal, state, local or
        foreign court or governmental agency, authority, instrumentality or
        regulatory body.

                "GUARANTORS" means a collective reference to each of the
        Subsidiary Guarantors and "GUARANTOR" means any one of them.

                "GUARANTY OBLIGATIONS" means, with respect to any Person,
        without duplication, any obligations of such Person (other than
        endorsements in the ordinary course of business of negotiable
        instruments for deposit or collection) guaranteeing or intended to
        guarantee any Indebtedness of any other Person in any manner, whether
        direct or indirect, and including without limitation any obligation,
        whether or not contingent, (a) to purchase any such Indebtedness or any
        Property constituting security therefor, (b) to advance or provide funds
        or other support for the payment or purchase of any such Indebtedness or
        to maintain working capital, solvency or other balance sheet condition
        of such other Person (including without limitation keep well agreements,
        maintenance agreements, comfort letters or similar agreements or
        arrangements) for the benefit of any holder of Indebtedness of such
        other Person, (c) to lease or purchase Property, securities or services
        primarily for the purpose of assuring the holder of such Indebtedness,
        or (d) to otherwise assure or hold harmless the holder of such
        Indebtedness against loss in respect thereof. The amount of any

                                       9

<PAGE>


        Guaranty Obligation hereunder shall (subject to any limitations set
        forth therein) be deemed to be an amount equal to the outstanding
        principal amount (or maximum principal amount, if larger) of the
        Indebtedness in respect of which such Guaranty Obligation is made.

                "HEDGING AGREEMENTS" means any interest rate protection
        agreement or foreign currency exchange agreement.

                "INDEBTEDNESS" means, with respect to any Person, without
        duplication, (a) all obligations of such Person for borrowed money, (b)
        all obligations of such Person evidenced by bonds, debentures, notes or
        similar instruments, or upon which interest payments are customarily
        made, (c) all obligations of such Person under conditional sale or other
        title retention agreements relating to Property purchased by such Person
        (other than customary reservations or retentions of title under
        agreements with suppliers entered into in the ordinary course of
        business), (d) all obligations of such Person issued or assumed as the
        deferred purchase price of Property or services purchased by such Person
        (other than trade debt incurred in the ordinary course of business and
        due within six months of the incurrence thereof) which would appear as
        liabilities on a balance sheet of such Person, (e) all obligations of
        such Person under take-or-pay or similar arrangements or under
        commodities agreements, (f) all Indebtedness of others secured by (or
        for which the holder of such Indebtedness has an existing right,
        contingent or otherwise, to be secured by) any Lien on, or payable out
        of the proceeds of production from, Property owned or acquired by such
        Person, whether or not the obligations secured thereby have been
        assumed, (g) all Guaranty Obligations of such Person, (h) the principal
        portion of all obligations of such Person under Capital Leases, (i) all
        obligations of such Person under Hedging Agreements, (j) the maximum
        amount of all standby letters of credit issued or bankers' acceptances
        facilities created for the account of such Person and, without
        duplication, all drafts drawn thereunder (to the extent unreimbursed),
        (k) the principal portion of all obligations of such Person under
        Synthetic Leases and (l) the Indebtedness of any partnership or
        unincorporated joint venture in which such Person is a general partner
        or a joint venturer.

                "INDEMNIFIED PARTY" has the meaning specified in Section
        11.5(b).

                "INTEREST PAYMENT DATE" means (a) as to Base Rate Loans, the
        last day of each calendar month, the date of repayment of principal of
        such Loan and the Maturity Date, and (b) as to Eurodollar Loans, the
        last day of each applicable Interest Period, the date of repayment of
        principal of such Loan and the Maturity Date, and in addition, where the
        applicable Interest Period for a Eurodollar Loan is greater than three
        months, then also the date three months from the beginning of the
        Interest Period and each three months thereafter.

                "INTEREST PERIOD" means, as to Eurodollar Loans, a period of
        one, two, three or six months' duration, as the Borrower may elect,
        commencing, in each case, on the date of the borrowing (including
        continuations and conversions thereof); PROVIDED, HOWEVER, (a) if any
        Interest Period would end on a day which is not a Business Day, such
        Interest Period shall be extended to the next succeeding Business Day
        (except that where the next succeeding Business Day falls in the next
        succeeding calendar month, then on the next preceding Business Day), (b)
        no Interest Period shall extend beyond the Maturity Date, and (c) where
        an Interest Period begins on a day for which there is no numerically
        corresponding day in the calendar month in which the Interest Period is
        to end, such Interest Period shall end on the last Business Day of such
        calendar month.

                "INVESTMENT" means (a) the acquisition (whether for cash,
        property, services, assumption of Indebtedness, securities or otherwise)
        of all or any substantial portion of the assets, Capital Stock, bonds,
        notes, debentures, partnership, joint ventures or other ownership
        interests or other securities of any Person or (b) any deposit with, or
        advance, loan or other extension of credit to, any Person (other

                                       10

<PAGE>


        than deposits made in connection with the purchase of equipment or other
        assets in the ordinary course of business) or (c) any other capital
        contribution to or investment in any Person, including, without
        limitation, any Guaranty Obligations (including any support for a letter
        of credit issued on behalf of such Person) incurred for the benefit of
        such Person.

                "ISSUING LENDER" means Bank of America, or any successor issuer
        of Letters of Credit hereunder.

                "ISSUING LENDER FEES" shall have the meaning assigned to such
        term in Section 3.5(b)(ii).

                "JOINDER AGREEMENT" means a Joinder Agreement substantially in
        the form of EXHIBIT 7.12 hereto, executed and delivered by an Additional
        Credit Party in accordance with the provisions of Section 7.12.

                "L/C ADVANCE" means, with respect to each Lender, such Lender's
        funding of its participation in any L/C Borrowing in accordance with its
        pro rata share (based on the respective Revolving Commitment Percentage
        of such Lender).

                "L/C BORROWING" means an extension of credit resulting from a
        drawing under any Letter of Credit which has not been reimbursed on the
        date when made or refinanced by a Revolving Loan advance.

                "L/C CREDIT EXTENSION" means, with respect to any Letter of
        Credit, the issuance thereof or extension of the expiry date thereof, or
        the renewal or increase of the amount thereof.

                "LENDER" means any of the Persons identified as a "Lender" on
        the signature pages hereto, and any Person which may become a Lender in
        accordance with the terms hereof, together with their successors and
        permitted assigns.

                "LETTER OF CREDIT" means (a) any letter of credit issued by the
        Issuing Lender for the account of the Borrower in accordance with the
        terms of Section 2.2 and (b) any Existing Letter of Credit.

                "LETTER OF CREDIT APPLICATION" means an application and
        agreement for the issuance or amendment of a Letter of Credit in the
        form from time to time in use by the Issuing Lender.

                "LETTER OF CREDIT EXPIRATION DATE" means the day that is seven
        days prior to the Maturity Date then in effect (or, if such day is not a
        Business Day, the next preceding Business Day).

                "LEVERAGE RATIO" means, with respect to the Consolidated Parties
        on a consolidated basis for the twelve month period ending on the last
        day of any fiscal quarter, the ratio of (a) the sum of (i) Funded
        Indebtedness of the Consolidated Parties on the last day of such period
        PLUS (ii) Consolidated Rental Expense for such period multiplied by six
        to (b) the sum of (i) Consolidated EBITDAR for such period.

                "LIEN" means any mortgage, pledge, hypothecation, assignment,
        deposit arrangement, security interest, encumbrance, lien (statutory or
        otherwise), preference, priority or charge of any kind (including any
        agreement to give any of the foregoing, any conditional sale or other
        title retention agreement, any financing or similar statement or notice
        filed under the Uniform Commercial Code as adopted and in effect in the
        relevant jurisdiction or other similar recording or notice statute, and
        any lease in the nature thereof).

                                       11

<PAGE>


                "LOAN" or "LOANS" means the Revolving Loans (or a portion of any
        Revolving Loan bearing interest at the Adjusted Base Rate or the
        Adjusted Eurodollar Rate) and/or any Swingline Loan, individually or
        collectively, as appropriate.

                "LOC COMMITMENT" means the commitment of the Issuing Lender to
        issue Letters of Credit, and to honor payment obligations under, Letters
        of Credit hereunder in an aggregate face amount at any time outstanding
        (together with the amounts of any unreimbursed drawings thereon) of up
        to the LOC Committed Amount and with respect to each Lender, the
        commitment of each Lender to purchase participation interests in the
        Letters of Credit.

                "LOC COMMITTED AMOUNT" means SEVENTY-FIVE MILLION DOLLARS
        ($75,000,000).

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

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

                "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a)
        the business, operations, assets, property, condition (financial or
        otherwise), liabilities or prospects of the Borrower and its
        Subsidiaries taken as a whole, (b) the ability of the Borrower and the
        other Credit Parties taken as a whole to perform any material obligation
        under the Credit Documents or (c) the material rights and remedies of
        the Lenders under the Credit Documents.

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

                "MATURITY DATE" means February __, 2012.

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

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

                "MULTIPLE EMPLOYER PLAN" means a Plan which any Consolidated
        Party or any ERISA Affiliate and at least one employer other than the
        Consolidated Parties or any ERISA Affiliate are contributing sponsors.

                "NON-CONSENTING LENDER" shall have the meaning assigned to such
        term in Section 11.19.

                "NOTE" or "NOTES" means the Revolving Notes and/or the Swingline
        Note, individually or collectively, as appropriate.

                                       12

<PAGE>


                "NOTICE OF BORROWING" means a written notice of borrowing in
        substantially the form of EXHIBIT 2.1(B)(I), as required by Section
        2.1(b)(i).

                "NOTICE OF EXTENSION/CONVERSION" means the written notice of
        extension or conversion in substantially the form of EXHIBIT 3.2, as
        required by Section 3.2.

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

                "OTHER TAXES" shall have the meaning assigned to such term in
        Section 3.11.

                "PARTICIPANT" shall have the meaning assigned to such term in
        Section 11.3(d).

                "PARTICIPATION INTEREST" means a purchase by a Lender of a
        participation in Letters of Credit or LOC Obligations as provided in
        Section 2.2, in Swingline Loans as provided in Section 2.3, or in any
        Loans as provided in Section 3.14.

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

                "PERMITTED INVESTMENTS" means Investments which are either (i)
        cash and Cash Equivalents; (ii) accounts receivable created, acquired or
        made by any Consolidated Party in the ordinary course of business and
        payable or dischargeable in accordance with customary trade terms; (iii)
        Investments consisting of Capital Stock, obligations, securities or
        other property received by any Consolidated Party in settlement of
        accounts receivable (created in the ordinary course of business) from
        bankrupt obligors; (iv) investments in any Credit Party; and (v)
        investments (including acquisitions) of a nature not contemplated in the
        foregoing clauses in an amount at any time outstanding not to exceed
        $75,000,000 in the aggregate during the term of the Credit Agreement
        (including any goodwill associated herewith).

                "PERMITTED LIENS" means:

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

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

                                       13

<PAGE>


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

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

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

                        (vi)    Liens on Property securing purchase money
                Indebtedness (including Capital Leases) hereafter incurred to
                finance the purchase of fixed assets PROVIDED that (a) the total
                of all such Indebtedness of the Consolidated Parties secured by
                such Liens shall not exceed an aggregate principal amount of
                $20,000,000 at any one time outstanding and (b) any such Lien
                attaches to such Property concurrently with or within 90 days
                after the acquisition thereof;

                        (vii)   leases or subleases granted to others not
                interfering in any material respect with the business of any
                Consolidated Party;

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

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

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

                        (xi)    Liens in connection with Sale and Leaseback
                Transactions permitted by Section 8.13;

                        (xii)   Liens existing as of the Closing Date and set
                forth on SCHEDULE 1.1(A); PROVIDED that no such Lien shall at
                any time be extended to or cover any Property other than the
                Property subject thereto on the Closing Date; and

                        (xiii)  other Liens not described above, PROVIDED that
                the aggregate principal amount of obligations secured by such
                Liens PLUS the aggregate principal amount of unsecured
                Indebtedness of Subsidiaries of the Borrower outstanding
                pursuant to Section 8.1(f) does not exceed 10% of Consolidated
                Tangible Assets.

                                       14

<PAGE>


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

                "PLAN" means any employee benefit plan (as defined in Section
        3(3) of ERISA) which is covered by ERISA and with respect to which any
        Consolidated Party or any ERISA Affiliate is (or, if such plan were
        terminated at such time, would under Section 4069 of ERISA be deemed to
        be) an "employer" within the meaning of Section 3(5) of ERISA.

                "PLATFORM" shall have the meaning assigned to such term in
        Section 7.1.

                "PRIME RATE" means the per annum rate of interest established
        from time to time by Bank of America as its prime rate, which rate may
        not be the lowest rate of interest charged by Bank of America to its
        customers.

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

                "PUBLIC LENDER" shall have the meaning assigned to such term in
        Section 7.1.

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

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

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

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

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

                "REQUIRED LENDERS" means, at any time, Lenders whose aggregate
        Credit Exposure (as hereinafter defined) constitutes more than 50% of
        the Credit Exposure of all Lenders at such time; provided, however, that
        if any Lender shall be a Defaulting Lender at such time then there shall
        be excluded from the determination of Required Lenders the aggregate
        principal amount of Credit Exposure of such Lender at such time. For
        purposes of the preceding sentence, the term "Credit Exposure" as
        applied to each Lender shall mean (a) at any time prior to the
        termination of the Commitments, the sum of the Revolving Commitment
        Percentage of such Lender multiplied by the Revolving Committed Amount
        and (b) at any time after the termination of the Commitments, the sum of
        (i) the principal balance of the outstanding Loans of such Lender plus
        (ii) such Lender's Participation Interests in the face amount of the
        outstanding Letters of Credit and Swingline Loans.

                "REQUIREMENT OF LAW" means, as to any Person, the certificate of
        incorporation and by-laws or other organizational or governing documents
        of such Person, and any law, treaty, rule or

                                       15

<PAGE>


        regulation or determination of an arbitrator or a court or other
        Governmental Authority, in each case applicable to or binding upon such
        Person or to which any of its material property is subject.

                "RESPONSIBLE OFFICER" means the chief executive officer,
        president, chief financial officer, treasurer or assistant treasurer of
        a Credit Party. Any document delivered hereunder that is signed by a
        Responsible Officer of a Credit Party shall be conclusively presumed to
        have been authorized by all necessary corporate, partnership and/or
        other action on the party of such Credit Party and such Responsible
        Officer shall be conclusively presumed to have acted on behalf of such
        Credit Party.

                "RESTRICTED PAYMENT" means (i) any dividend or other payment or
        distribution, direct or indirect, on account of any shares of any class
        of Capital Stock of any Consolidated Party, now or hereafter outstanding
        (including without limitation any payment in connection with any merger
        or consolidation involving any Consolidated Party), or to the direct or
        indirect holders of any shares of any class of Capital Stock of any
        Consolidated Party, now or hereafter outstanding, in their capacity as
        such (other than dividends or distributions payable in the same class of
        Capital Stock of the applicable Person or to any Credit Party (directly
        or indirectly through Subsidiaries), (ii) any redemption, retirement,
        sinking fund or similar payment, purchase or other acquisition for
        value, direct or indirect, of any shares of any class of Capital Stock
        of any Consolidated Party, now or hereafter outstanding and (iii) any
        payment made to retire, or to obtain the surrender of, any outstanding
        warrants, options or other rights to acquire shares of any class of
        Capital Stock of any Consolidated Party, now or hereafter outstanding.

                "REVOLVING COMMITMENT" means, with respect to each Lender, the
        commitment of such Lender in an aggregate principal amount at any time
        outstanding of up to such Lender's Revolving Commitment Percentage of
        the Revolving Committed Amount, (i) to make Revolving Loans in
        accordance with the provisions of Section 2.1(a), (ii) to purchase
        Participation Interests in Letters of Credit in accordance with the
        provisions of Section 2.2(c) and (iii) to purchase Participation
        Interests in Swingline Loans in accordance with the provisions of
        Section 2.3(c).

                "REVOLVING COMMITMENT PERCENTAGE" means, for any Lender, the
        percentage identified as its Revolving Commitment Percentage on SCHEDULE
        2.1(A), as such percentage may be modified in accordance with the
        provisions of Section 3.4 or Section 11.3.

                "REVOLVING COMMITTED AMOUNT" means TWO HUNDRED FIFTY MILLION
        DOLLARS ($250,000,000) as such amount may be increased or reduced
        pursuant to Section 3.4.

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

                "REVOLVING NOTE" or "REVOLVING NOTES" means the promissory notes
        of the Borrower in favor of each of the Lenders evidencing the Revolving
        Loans provided pursuant to Section 2.1(e), individually or collectively,
        as appropriate, as such promissory notes may be amended, modified,
        restated, supplemented, extended, renewed or replaced from time to time.

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

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

                "SALE AND LEASEBACK TRANSACTION" means any arrangement pursuant
        to which any Consolidated Party, directly or indirectly, becomes liable
        as lessee, guarantor or other surety with

                                       16

<PAGE>


        respect to any lease, whether an Operating Lease or a Capital Lease, of
        any Property (whether real, personal or mixed), whether now owned or
        hereafter acquired (a) which such Consolidated Party has sold or
        transferred (or is to sell or transfer) to a Person which is not a
        Consolidated Party or (b) which such Consolidated Party intends to use
        for substantially the same purpose as any other Property which has been
        sold or transferred (or is to be sold or transferred) by such
        Consolidated Party to another Person which is not a Consolidated Party
        in connection with such lease.

                "SCHEDULED FUNDED DEBT PAYMENTS" means, as of the end of each
        fiscal quarter of the Borrower, for the Borrower and its Subsidiaries on
        a consolidated basis, the sum of all scheduled payments of principal on
        Funded Indebtedness for the applicable period ending on such date
        (including the principal component of payments due on Capital Leases
        during the applicable period ending on such date); it being understood
        that Scheduled Funded Debt Payments shall not include prepayments
        pursuant to Section 3.3.

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

                "SOLVENT" or "SOLVENCY" means, with respect to any Person as of
        a particular date, that on such date (i) such Person is able to realize
        upon its assets and pay its debts and other liabilities, contingent
        obligations and other commitments as they mature in the normal course of
        business, (ii) such Person does not intend to, and does not believe that
        it will, incur debts or liabilities beyond such Person's ability to pay
        as such debts and liabilities mature in their ordinary course, (iii)
        such Person is not engaged in a business or a transaction, and is not
        about to engage in a business or a transaction, for which such Person's
        Property would constitute unreasonably small capital after giving due
        consideration to the prevailing practice in the industry in which such
        Person is engaged or is to engage, (iv) the fair value of the Property
        of such Person is greater than the total amount of liabilities,
        including, without limitation, contingent liabilities, of such Person
        and (v) the present fair salable value of the assets of such Person is
        not less than the amount that will be required to pay the probable
        liability of such Person on its debts as they become absolute and
        matured. In computing the amount of contingent liabilities at any time,
        it is intended that such liabilities will be computed at the amount
        which, in light of all the facts and circumstances existing at such
        time, represents the amount that can reasonably be expected to become an
        actual or matured liability.

                "STANDBY LETTER OF CREDIT FEE" shall have the meaning assigned
        to such term in Section 3.5(b)(i).

                "SUBSIDIARY" means, as to any Person at any time, (a) any
        corporation more than 50% of whose Capital Stock of any class or classes
        having by the terms thereof ordinary voting power to elect a majority of
        the directors of such corporation (irrespective of whether or not at
        such time, any class or classes of such corporation shall have or might
        have voting power by reason of the happening of any contingency) is at
        such time owned by such Person directly or indirectly through
        Subsidiaries, and (b) any partnership, association, joint venture or
        other entity of which such Person directly or indirectly through
        Subsidiaries owns at such time more than 50% of the Capital Stock.
        Notwithstanding the foregoing, (i) Del's Farm Supply Canada Co., a Nova
        Scotia corporation, shall not constitute a Subsidiary of the Borrower
        for purposes of the Credit Documents so long as its assets are less than
        $1,500,000 and its annual net income is less than $150,000 and (ii)
        Tractor Supply GC Trust, a Maryland business trust, shall not constitute
        a Subsidiary of the Borrower for purposes of the Credit Documents so
        long as it engages in no material business other than the administration
        of the Borrower's retail gift card program.

                                       17

<PAGE>


                "SUBSIDIARY GUARANTOR" means each of the Persons identified as a
        "Subsidiary Guarantor" on the signature pages hereto and each Additional
        Credit Party which may hereafter execute a Joinder Agreement, together
        with their successors and permitted assigns, and "Subsidiary Guarantor"
        means any one of them.

                "SWINGLINE COMMITTED AMOUNT" means TEN MILLION DOLLARS
        ($10,000,000).

                "SWINGLINE LENDER" means Bank of America, together with any
        successors or assigns.

                "SWINGLINE LOAN REQUEST" means a request by the Borrower for a
        Swingline Loan in substantially the form of EXHIBIT 2.3(B).

                "SWINGLINE LOANS" means the loans made by the Swingline Lender
        pursuant to Section 2.3.

                "SWINGLINE NOTE" means the promissory note of the Borrower in
        favor of the Swingline Lender evidencing the Swingline Loans provided
        pursuant to Section 2.3, as such promissory note may be amended,
        modified, supplemented, extended, renewed or replaced from time to time.

                "SYNTHETIC LEASE" means any synthetic lease, tax retention
        operating lease, off-balance sheet loan or similar off-balance sheet
        financing product where such transaction is considered borrowed money
        indebtedness for tax purposes but is classified as an Operating Lease.

                "TAXES" shall have the meaning assigned to such term in Section
        3.11.

                "TRADE LETTER OF CREDIT FEE" shall have the meaning assigned to
        such term in Section 3.5(b)(ii).

                "UNREIMBURSED AMOUNT" shall have the meaning assigned to such
        term in Section 2.2(c)(i).

                "UNUSED FEE" shall have the meaning assigned to such term in
        Section 3.5(a).

                "UNUSED FEE CALCULATION PERIOD" shall have the meaning assigned
        to such term in Section 3.5(a).

                "UNUSED REVOLVING COMMITTED AMOUNT" means, for any period, the
        amount by which (a) the then applicable Revolving Committed Amount
        exceeds (b) the daily average sum for such period of (i) the outstanding
        aggregate principal amount of all Revolving Loans PLUS (ii) the
        outstanding aggregate principal amount of all LOC Obligations.

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

                "WHOLLY OWNED SUBSIDIARY" of any Person means any Subsidiary
        100% of whose Voting Stock or other equity interest is at the time owned
        by such Person directly or indirectly through other Wholly Owned
        Subsidiaries.

        1.2     COMPUTATION OF TIME PERIODS.


                                       18

<PAGE>


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

        1.3     ACCOUNTING TERMS.

        Except as otherwise expressly provided herein, all accounting terms used
herein shall be interpreted, and all financial statements and certificates and
reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis. All calculations made for the purposes of determining compliance with
this Credit Agreement shall (except as otherwise expressly provided herein) be
made by application of GAAP applied on a basis consistent with the most recent
annual or quarterly financial statements delivered pursuant to Section 7.1 (or,
prior to the delivery of the first financial statements pursuant to Section 7.1,
consistent with the financial statements as at December 31, 2005); PROVIDED,
HOWEVER, if (a) the Credit Parties shall object to determining such compliance
on such basis at the time of delivery of such financial statements due to any
change in GAAP or the rules promulgated with respect thereto or (b) the
Administrative Agent or the Required Lenders shall so object in writing within
60 days after delivery of such financial statements, then such calculations
shall be made on a basis consistent with the most recent financial statements
delivered by the Credit Parties to the Lenders as to which no such objection
shall have been made.


        1.4     LETTER OF CREDIT AMOUNTS.

        Unless otherwise specified herein, the amount of a Letter of Credit at
any time shall be deemed to be the stated amount of such Letter of Credit in
effect at such time; PROVIDED, HOWEVER, that with respect to any Letter of
Credit that, by its terms or the terms of any LOC Document related thereto,
provides for one or more automatic increases in the stated amount thereof, the
amount of such Letter of Credit shall be deemed to be the maximum stated amount
of such Letter of Credit after giving effect to all such increases, whether or
not such maximum stated amount is in effect at such time.


                                    SECTION 2

                                CREDIT FACILITIES

        2.1     REVOLVING LOANS.

                (a)     REVOLVING COMMITMENT. Subject to the terms and
        conditions hereof and in reliance upon the representations and
        warranties set forth herein, each Lender severally agrees to make
        available to the Borrower such Lender's Revolving Commitment Percentage
        of revolving credit loans requested by the Borrower in Dollars
        ("REVOLVING LOANS") from time to time from the Closing Date until the
        Maturity Date, or such earlier date as the Revolving Commitments shall
        have been terminated as provided herein; provided, HOWEVER, that (i)
        with regard to the Lenders collectively, the amount of the Revolving
        Obligations outstanding shall not exceed the Revolving Committed Amount;
        PROVIDED, FURTHER, (ii) with regard to each Lender individually, such
        Lender's Revolving Commitment Percentage of the sum of the Revolving
        Loans PLUS LOC Obligations outstanding PLUS Swingline Loans outstanding
        shall not exceed such Lender's Revolving Commitment Percentage of the
        Revolving Committed Amount. Revolving Loans may consist of Base Rate
        Loans or Eurodollar Loans, or a combination thereof, as the Borrower may
        request; PROVIDED, HOWEVER, that no more than ten Eurodollar Loans shall
        be outstanding hereunder at any time (it being understood that, for
        purposes hereof, Eurodollar Loans with different Interest Periods shall
        be considered as separate Eurodollar Loans, even if they begin on the
        same date, although borrowings, extensions and conversions may, in
        accordance with the provisions hereof, be combined at the end of
        existing

                                       19

<PAGE>


        Interest Periods to constitute a new Eurodollar Loan with a single
        Interest Period). Revolving Loans hereunder may be repaid and reborrowed
        in accordance with the provisions hereof.

                (b)     REVOLVING LOAN BORROWINGS.

                        (i)     NOTICE OF BORROWING. The Borrower shall request
                a Revolving Loan borrowing by written notice (or telephonic
                notice promptly confirmed in writing) to the Administrative
                Agent not later than 12:00 Noon (Charlotte, North Carolina time)
                on the Business Day of the requested borrowing in the case of
                Base Rate Loans, and on the second Business Day prior to the
                date of the requested borrowing in the case of Eurodollar Loans.
                Each such request for borrowing shall be irrevocable and shall
                specify (A) that a Revolving Loan is requested, (B) the date of
                the requested borrowing (which shall be a Business Day), (C) the
                aggregate principal amount to be borrowed, and (D) whether the
                borrowing shall be comprised of Base Rate Loans, Eurodollar
                Loans or a combination thereof, and if Eurodollar Loans are
                requested, the Interest Period(s) therefor. If the Borrower
                shall fail to specify in any such Notice of Borrowing (I) an
                applicable Interest Period in the case of a Eurodollar Loan,
                then such notice shall be deemed to be a request for an Interest
                Period of one month, or (II) the type of Revolving Loan
                requested, then such notice shall be deemed to be a request for
                a Base Rate Loan hereunder. The Administrative Agent shall give
                notice to each affected Lender promptly upon receipt of each
                Notice of Borrowing pursuant to this Section 2.1(b)(i), the
                contents thereof and each such Lender's share of any borrowing
                to be made pursuant thereto.

                        (ii)    MINIMUM AMOUNTS. Each Base Rate Loan that is a
                Revolving Loan shall be in a minimum aggregate principal amount
                of $100,000 and integral multiples of $1,000 in excess thereof
                (or the remaining amount of the Revolving Committed Amount, if
                less), and each Eurodollar Loan that is a Revolving Loan shall
                be in a minimum aggregate principal amount of $2,500,000 and
                integral multiples of $1,000,000 in excess thereof (or the
                remaining amount of the Revolving Committed Amount, if less).

                        (iii)   ADVANCES. Each Lender will make its Revolving
                Commitment Percentage of each Revolving Loan borrowing available
                to the Administrative Agent for the account of the Borrower as
                specified in Section 3.15(a), or in such other manner as the
                Administrative Agent may specify in writing, by 1:00 p.m.
                (Charlotte, North Carolina time) on the date specified in the
                applicable Notice of Borrowing in Dollars and in funds
                immediately available to the Administrative Agent. Such
                borrowing will then be made available to the Borrower by the
                Administrative Agent by crediting the account of the Borrower on
                the books of such office with the aggregate of the amounts made
                available to the Administrative Agent by the Lenders and in like
                funds as received by the Administrative Agent.

                (c)     REPAYMENT. The principal amount of all Revolving Loans
                shall be due and payable in full on the Maturity Date, unless
                accelerated sooner pursuant to Section 9.2.

                (d)     INTEREST. Subject to the provisions of Section 3.1,

                        (i)     BASE RATE LOANS. During such periods as
                Revolving Loans shall be comprised in whole or in part of Base
                Rate Loans, such Base Rate Loans shall bear interest at a per
                annum rate equal to the Adjusted Base Rate.

                                       20

<PAGE>


                        (ii)    EURODOLLAR LOANS. During such periods as
                Revolving Loans shall be comprised in whole or in part of
                Eurodollar Loans, such Eurodollar Loans shall bear interest at a
                per annum rate equal to the Adjusted Eurodollar Rate.

        Interest on Revolving Loans shall be payable in arrears on each
        applicable Interest Payment Date (or at such other times as may be
        specified herein).

                (e)     REVOLVING NOTES. The Revolving Loans made by each Lender
        shall be evidenced by a duly executed promissory note of the Borrower to
        such Lender in an original principal amount equal to such Lender's
        Revolving Commitment Percentage of the Revolving Committed Amount and in
        substantially the form of EXHIBIT 2.1(E).

        2.2     LETTER OF CREDIT SUBFACILITY.

                (a)     THE LETTER OF CREDIT COMMITMENT.

                        (i)     Subject to the terms and conditions set forth
                herein, (A) the Issuing Lender agrees, in reliance upon the
                agreements of the other Lenders set forth in this Section 2.2,
                (1) from time to time on any Business Day during the period from
                the Closing Date until the Letter of Credit Expiration Date, to
                issue Letters of Credit for the account of the Borrower, and to
                amend Letters of Credit previously issued by it, in accordance
                with subsection (b) below, and (2) to honor drafts under the
                Letters of Credit; and (B) the Lenders severally agree to
                participate in Letters of Credit issued for the account of the
                Borrower; PROVIDED that the Issuing Lender shall not be
                obligated to make any L/C Credit Extension with respect to any
                Letter of Credit, and no Lender shall be obligated to
                participate in any Letter of Credit if as of the date of such
                L/C Credit Extension, (x) the sum of the Revolving Loans
                outstanding PLUS LOC Obligations outstanding PLUS Swingline
                Loans outstanding would exceed the Revolving Committed Amount,
                (y) with regard to any Lender individually, such Lender's
                Revolving Commitment Percentage of the sum of the Revolving
                Loans outstanding PLUS LOC Obligations outstanding PLUS
                Swingline Loans outstanding would exceed such Lender's Revolving
                Commitment Percentage of the Revolving Committed Amount or (z)
                the amount of LOC Obligations outstanding would exceed the LOC
                Committed Amount. Within the foregoing limits, and subject to
                the terms and conditions hereof, the Borrower's ability to
                obtain Letters of Credit shall be fully revolving, and
                accordingly the Borrower may, during the foregoing period,
                obtain Letters of Credit to replace Letters of Credit that have
                expired or that have been drawn upon and reimbursed. All
                Existing Letters of Credit shall be deemed to have been issued
                pursuant hereto, and from and after the Closing Date shall be
                subject to and governed by the terms and conditions hereof.

                        (ii)    The Issuing Lender shall be under no obligation
                to issue any Letter of Credit if:

                                (A)     any order, judgment or decree of any
                        Governmental Authority or arbitrator shall by its terms
                        purport to enjoin or restrain the Issuing Lender from
                        issuing such Letter of Credit, or any law applicable to
                        the Issuing Lender or any request or directive (whether
                        or not having the force of law) from any Governmental
                        Authority with jurisdiction over the Issuing Lender
                        shall prohibit, or request that the Issuing Lender
                        refrain from, the issuance of letters of credit
                        generally or such Letter of Credit in particular or
                        shall impose upon the Issuing Lender with respect to
                        such Letter of Credit any restriction, reserve or
                        capital

                                       21

<PAGE>


                        requirement (for which the Issuing Lender is not
                        otherwise compensated hereunder) not in effect on the
                        Closing Date, or shall impose upon the Issuing Lender
                        any unreimbursed loss, cost or expense which was not
                        applicable on the Closing Date and which the Issuing
                        Lender in good faith deems material to it;

                                (B)     the issuance of such Letter of Credit
                        would violate one or more generally applicable policies
                        of the Issuing Lender;

                                (C)     subject to Section 2.2(b)(iii), the
                        expiry date of such requested Letter of Credit would
                        occur more than twelve months after the date of
                        issuance, unless the Required Lenders have approved such
                        expiry date;

                                (D)     the expiry date of such requested Letter
                        of Credit would occur after the Letter of Credit
                        Expiration Date, unless all the Lenders have approved
                        such expiry date;

                                (E)     such Letter of Credit is to be used for
                        a purpose other than is permitted by Section 7.9 or
                        denominated in a currency other than Dollars; or

                                (F)     a default of any Lender's obligations to
                        fund under Section 2.2(c) exists or any Lender is at
                        such time a Defaulting Lender hereunder, unless the
                        Issuing Lender has entered into satisfactory
                        arrangements with the Borrower or such Lender to
                        eliminate the Issuing Lender's risk with respect to such
                        Lender.

                        (iii)   The Issuing Lender shall be under no obligation
                to amend any Letter of Credit if (A) the Issuing Lender would
                have no obligation at such time to issue such Letter of Credit
                in its amended form under the terms hereof, or (B) the
                beneficiary of such Letter of Credit does not accept the
                proposed amendment to such Letter of Credit.

                (b)     PROCEDURES FOR ISSUANCE AND AMENDMENT OF LETTERS OF
                        CREDIT.

                        (i)     Each Letter of Credit shall be issued or
                amended, as the case may be, upon the request of the Borrower
                delivered to the Issuing Lender (with a copy to the
                Administrative Agent) in the form of a Letter of Credit
                Application, appropriately completed and signed by a Responsible
                Officer of the Borrower. Such Letter of Credit Application must
                be received by the Issuing Lender and the Administrative Agent
                not later than 11:00 a.m. at least two Business Days (or such
                later date and time as the Administrative Agent and the Issuing
                Lender may agree in a particular instance in their sole
                discretion) prior to the proposed issuance date or date of
                amendment, as the case may be. In the case of a request for an
                initial issuance of a Letter of Credit, such Letter of Credit
                Application shall specify in form and detail satisfactory to the
                Issuing Lender: (A) the proposed issuance date of the requested
                Letter of Credit (which shall be a Business Day); (B) the amount
                thereof; (C) the expiry date thereof; (D) the name and address
                of the beneficiary thereof; (E) the documents to be presented by
                such beneficiary in case of any drawing thereunder; (F) the full
                text of any certificate to be presented by such beneficiary in
                case of any drawing thereunder; (G) the purpose and nature of
                the requested Letter of Credit; and (H) such other matters as
                the Issuing Lender may require. In the case of a request for an
                amendment of any outstanding Letter of Credit, such Letter of
                Credit Application shall specify in form and detail satisfactory
                to the Issuing Lender (A) the Letter of Credit to be amended;
                (B) the proposed date of amendment thereof (which shall be a
                Business Day); (C) the nature of the proposed amendment; and (D)

                                       22

<PAGE>


                such other matters as the Issuing Lender may require.
                Additionally, the Borrower shall furnish to the Issuing Lender
                and the Administrative Agent such other documents and
                information pertaining to such requested Letter of Credit
                issuance or amendment, including any LOC Documents, as the
                Issuing Lender or the Agent may reasonably require.

                        (ii)    Promptly after receipt of any Letter of Credit
                Application, the Issuing Lender will confirm with the
                Administrative Agent (by telephone or in writing) that the
                Administrative Agent has received a copy of such Letter of
                Credit Application from the Borrower and, if not, the Issuing
                Lender will provide the Administrative Agent with a copy
                thereof. Unless the Issuing Lender has received written notice
                from the Administrative Agent or any Credit Party at least one
                Business Day prior to the requested date of issuance or
                amendment of the applicable Letter of Credit, that one or more
                applicable conditions contained in Section 5 shall not be
                satisfied, then, subject to the terms and conditions hereof, the
                Issuing Lender shall, on the requested date, issue a Letter of
                Credit for the account of the Borrower or enter into the
                applicable amendment, as the case may be, in each case in
                accordance with the Issuing Lender's usual and customary
                business practices. Immediately 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 Lender a risk participation in such Letter of Credit in
                an amount equal to its pro rata share of the obligations under
                such Letter of Credit (based on the Revolving Commitment
                Percentage of such Lender).

                        (iii)   Promptly after its delivery of any Letter of
                Credit or any amendment to a Letter of Credit to an advising
                bank with respect thereto or to the beneficiary thereof, the
                Issuing Lender will also deliver to the Borrower and the
                Administrative Agent a true and complete copy of such Letter of
                Credit or amendment.

                (c)     DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.

                        (i)     Upon receipt from the beneficiary of any Letter
                of Credit of any notice of a drawing under such Letter of
                Credit, the Issuing Lender shall notify the Borrower and the
                Administrative Agent thereof. Not later than 11:00 a.m. on the
                date of any payment by the Issuing Lender under a Letter of
                Credit (each such date, an "HONOR DATE"), the Borrower shall
                reimburse the Issuing Lender through the Administrative Agent in
                an amount equal to the amount of such drawing. If the Borrower
                fails to so reimburse the Issuing Lender by such time, the
                Administrative Agent shall promptly notify each Lender of the
                Honor Date, the amount of the unreimbursed drawing (the
                "UNREIMBURSED AMOUNT"), and the amount of such Lender's pro rata
                share thereof (based on the respective Revolving Commitment
                Percentage of such Lender). In such event, the Borrower shall be
                deemed to have requested a Revolving Loan advance comprised of
                Base Rate Loans to be disbursed on the Honor Date in an amount
                equal to the Unreimbursed Amount, without regard to the minimum
                and multiples specified in Section 2.1 for the principal amount
                of Base Rate Loans, but subject to the amount of the unutilized
                portion of the Revolving Committed Amount and the conditions set
                forth in Section 5.2 (other than the delivery of a Notice of
                Borrowing). Any notice given by the Issuing Lender or the
                Administrative Agent pursuant to this Section 2.2(c)(i) may be
                given by telephone if immediately confirmed in writing; PROVIDED
                that the lack of such an immediate confirmation shall not affect
                the conclusiveness or binding effect of such notice.

                                       23

<PAGE>


                        (ii)    Each Lender (including the Lender acting as
                Issuing Lender) shall upon any notice pursuant to Section
                2.2(c)(i) make funds available to the Administrative Agent for
                the account of the Issuing Lender at the Administrative Agent's
                Office in an amount equal to its pro rata share of the
                Unreimbursed Amount (based on the respective Revolving
                Commitment Percentage of such Lender) not later than 1:00 p.m.
                on the Business Day specified in such notice by the
                Administrative Agent, whereupon, subject to the provisions of
                Section 2.2(c)(iii), each Lender that so makes funds available
                shall be deemed to have made a Base Rate Loan to the Borrower in
                such amount. The Administrative Agent shall remit the funds so
                received to the Issuing Lender.

                        (iii)   With respect to any Unreimbursed Amount that is
                not fully refinanced by a Revolving Loan advance because the
                conditions set forth in Section 5.2 cannot be satisfied or for
                any other reason, the Borrower shall be deemed to have incurred
                from the Issuing Lender an L/C Borrowing in the amount of the
                Unreimbursed Amount that is not so refinanced, which L/C
                Borrowing shall be due and payable on demand (together with
                interest) and shall bear interest at the Default Rate. In such
                event, each Lender's payment to the Administrative Agent for the
                account of the Issuing Lender pursuant to Section 2.2(c)(ii)
                shall be deemed payment in respect of its participation in such
                L/C Borrowing and shall constitute an L/C Advance from such
                Lender in satisfaction of its participation obligation under
                this Section 2.2.

                        (iv)    Until each Lender funds its Revolving Loan or
                L/C Advance pursuant to this Section 2.2(c) to reimburse the
                Issuing Lender for any amount drawn under any Letter of Credit,
                interest in respect of such Lender's pro rata share (based on
                the respective Revolving Commitment Percentage of such Lender)
                of such amount shall be solely for the account of the Issuing
                Lender.

                        (v)     Each Lender's obligation to make Revolving Loans
                or L/C Advances to reimburse the Issuing Lender for amounts
                drawn under Letters of Credit, as contemplated by this Section
                2.2(c), shall be absolute and unconditional and shall not be
                affected by any circumstance, including (A) any set-off,
                counterclaim, recoupment, defense or other right which such
                Lender may have against the Issuing Lender, the Borrower or any
                other Person for any reason whatsoever; (B) the occurrence or
                continuance of a Default or Event of Default, or (C) any other
                occurrence, event or condition, whether or not similar to any of
                the foregoing; PROVIDED, HOWEVER, that each Lender's obligation
                to make Revolving Loans pursuant to this Section 2.2(c) is
                subject to the conditions set forth in Section 5.2 (other than
                delivery by the Borrower of a Notice of Borrowing). No such
                making of an L/C Advance shall relieve or otherwise impair the
                obligation of the Borrower to reimburse the Issuing Lender for
                the amount of any payment made by the Issuing Lender under any
                Letter of Credit, together with interest as provided herein.

                        (vi)    If any Lender fails to make available to the
                Administrative Agent for the account of the Issuing Lender any
                amount required to be paid by such Lender pursuant to the
                foregoing provisions of this Section 2.2(c) by the time
                specified in Section 2.2(c)(ii), the Issuing Lender shall be
                entitled to recover from such Lender (acting through the
                Administrative Agent), on demand, such amount with interest
                thereon for the period from the date such payment is required to
                the date on which such payment is immediately available to the
                Issuing Lender at a rate per annum equal to the Federal Funds
                Rate from time to time in effect. A certificate of the Issuing
                Lender submitted to any Lender (through the Administrative
                Agent) with respect to any amounts owing under this clause (vi)
                shall be conclusive absent manifest error.

                                       24

<PAGE>


                (d)     REPAYMENT OF PARTICIPATIONS.

                        (i)     At any time after the Issuing Lender has made a
                payment under any Letter of Credit and has received from any
                Lender such Lender's L/C Advance in respect of such payment in
                accordance with Section 2.2(c), if the Administrative Agent
                receives for the account of the Issuing Lender any payment in
                respect of the related Unreimbursed Amount or interest thereon
                (whether directly from the Borrower or otherwise, including
                proceeds of Cash Collateral applied thereto by the
                Administrative Agent), the Administrative Agent will distribute
                to such Lender its pro rata share thereof (based on the
                respective Revolving Commitment Percentage of such Lender)
                (appropriately adjusted, in the case of interest payments, to
                reflect the period of time during which such Lender's L/C
                Advance was outstanding) in the same funds as those received by
                the Administrative Agent.

                        (ii)    If any payment received by the Administrative
                Agent for the account of the Issuing Lender pursuant to Section
                2.2(c)(i) is required to be returned under any of the
                circumstances described in Section 3.14 (including pursuant to
                any settlement entered into by the Issuing Lender in its
                discretion), each Lender shall pay to the Administrative Agent
                for the account of the Issuing Lender its pro rata share thereof
                (based on the respective Revolving Commitment Percentage of such
                Lender) on demand of the Administrative Agent, plus interest
                thereon from the date of such demand to the date such amount is
                returned by such Lender, at a rate per annum equal to the
                Federal Funds Rate from time to time in effect.

                (e)     OBLIGATIONS ABSOLUTE. The obligation of the Borrower to
        reimburse the Issuing Lender for each drawing under each Letter of
        Credit and to repay each L/C Borrowing shall be absolute, unconditional
        and irrevocable, and shall be paid strictly in accordance with the terms
        of this Credit Agreement under all circumstances, including the
        following:

                        (i)     any lack of validity or enforceability of such
                Letter of Credit, this Credit Agreement, or any other agreement
                or instrument relating thereto;

                        (ii)    the existence of any claim, counterclaim,
                set-off, defense or other right that the Borrower may have at
                any time against any beneficiary or any transferee of such
                Letter of Credit (or any Person for whom any such beneficiary or
                any such transferee may be acting), the Issuing Lender or any
                other Person, whether in connection with this Credit Agreement,
                the transactions contemplated hereby or by such Letter of Credit
                or any agreement or instrument relating thereto, or any
                unrelated transaction;

                        (iii)   any draft, demand, certificate or other document
                presented under such Letter of Credit proving to be forged,
                fraudulent, invalid or insufficient in any respect or any
                statement therein being untrue or inaccurate in any respect; or
                any loss or delay in the transmission or otherwise of any
                document required in order to make a drawing under such Letter
                of Credit;

                        (iv)    any payment by the Issuing Lender under such
                Letter of Credit against presentation of a draft or certificate
                that does not strictly comply with the terms of such Letter of
                Credit; or any payment made by the Issuing Lender under such
                Letter of Credit to any Person purporting to be a trustee in
                bankruptcy, debtor-in-possession, assignee for the benefit of
                creditors, liquidator, receiver or other representative of or
                successor to any beneficiary or any transferee of such Letter of
                Credit, including any arising in connection with any proceeding
                under the Bankruptcy Code or any other debtor relief laws; or

                                       25

<PAGE>


                        (v)     any other circumstance or happening whatsoever,
                whether or not similar to any of the foregoing, including any
                other circumstance that might otherwise constitute a defense
                available to, or a discharge of, the Borrower.

                The Borrower shall promptly examine a copy of each Letter of
        Credit and each amendment thereto that is delivered to it and, in the
        event of any claim of noncompliance with the Borrower's instructions or
        other irregularity, the Borrower will immediately notify the Issuing
        Lender. The Borrower shall be conclusively deemed to have waived any
        such claim against the Issuing Lender and its correspondents unless such
        notice is given as aforesaid.

                (f)     ROLE OF ISSUING LENDER. Each Lender and the Borrower
        agree that, in paying any drawing under a Letter of Credit, the Issuing
        Lender shall not have any responsibility to obtain any document (other
        than any sight draft, certificates and documents expressly required by
        such Letter of Credit) or to ascertain or inquire as to the validity or
        accuracy of any such document or the authority of the Person executing
        or delivering any such document. None of the Issuing Lender, any
        Agent-Related Person nor any of the respective correspondents,
        participants or assignees of the Issuing Lender shall be liable to any
        Lender for (i) any action taken or omitted in connection herewith at the
        request or with the approval of the Lenders or the Required Lenders, as
        applicable; (ii) any action taken or omitted in the absence of gross
        negligence or willful misconduct; or (iii) the due execution,
        effectiveness, validity or enforceability of any document or instrument
        related to any Letter of Credit or Letter of Credit Application. The
        Borrower hereby assumes all risks of the acts or omissions of any
        beneficiary or transferee with respect to its use of any Letter of
        Credit; PROVIDED, HOWEVER, that this assumption is not intended to, and
        shall not, preclude the Borrower's pursuing such rights and remedies as
        it may have against the beneficiary or transferee at law or under any
        other agreement. None of the Issuing Lender, any Agent-Related Person,
        nor any of the respective correspondents, participants or assignees of
        the Issuing Lender, shall be liable or responsible for any of the
        matters described in clauses (i) through (v) of Section 2.2(e);
        PROVIDED, HOWEVER, that anything in such clauses to the contrary
        notwithstanding, the Borrower may have a claim against the Issuing
        Lender, and the Issuing Lender may be liable to the Borrower, to the
        extent, but only to the extent, of any direct, as opposed to
        consequential or exemplary, damages suffered by the Borrower which the
        Borrower proves were caused by the Issuing Lender's willful misconduct
        or gross negligence or the Issuing Lender's willful failure to pay under
        any Letter of Credit after the presentation to it by the beneficiary of
        a sight draft and certificate(s) strictly complying with the terms and
        conditions of a Letter of Credit unless the Issuing Lender is prevented
        or prohibited from so paying as a result of any order or directive from
        any court or other Governmental Authority. In furtherance and not in
        limitation of the foregoing, the Issuing Lender may accept documents
        that appear on their face to be in order, without responsibility for
        further investigation, regardless of any notice or information to the
        contrary, and the Issuing Lender shall not be responsible for the
        validity or sufficiency of any instrument transferring or assigning or
        purporting to transfer or assign a Letter of Credit or the rights or
        benefits thereunder or proceeds thereof, in whole or in part, which may
        prove to be invalid or ineffective for any reason.

                (g)     CASH COLLATERAL. Upon the request of the Administrative
        Agent, (i) if the Issuing Lender has honored any full or partial drawing
        request under any Letter of Credit and such drawing has resulted in an
        L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date,
        any Letter of Credit may for any reason remain outstanding and partially
        or wholly undrawn, the Borrower shall immediately Cash Collateralize the
        LOC Obligations outstanding (in an amount

                                       26

<PAGE>


        equal to the amount of LOC Obligations outstanding determined as of the
        date of such L/C Borrowing or the Letter of Credit Expiration Date, as
        the case may be). For purposes hereof, "CASH COLLATERALIZE" means to
        pledge and deposit with or deliver to the Administrative Agent, for the
        benefit of the Issuing Lender and the Lenders, as collateral for the LOC
        Obligations, cash or deposit account balances pursuant to documentation
        in form and substance satisfactory to the Administrative Agent and the
        Issuing Lender (which documents are hereby consented to by the Lenders).
        The Borrower hereby grants to the Administrative Agent, for the benefit
        of the Issuing Lender and the Lenders, a security interest in all such
        cash, deposit accounts and all balances therein and all proceeds of the
        foregoing. Cash collateral shall be maintained in blocked, non-interest
        bearing deposit accounts at Bank of America.

                (h)     APPLICABILITY OF ISP AND UCP. Unless otherwise expressly
        agreed by the Issuing Lender and the Borrower when a Letter of Credit is
        issued (including any such agreement applicable to an Existing Letter of
        Credit), (i) the rules of the "International Standby Practices 1998"
        published by the Institute of International Banking Law & Practice (or
        such later version thereof as may be in effect at the time of issuance)
        shall apply to each standby Letter of Credit, and (ii) the rules of the
        Uniform Customs and Practice for Documentary Credits, as most recently
        published by the International Chamber of Commerce at the time of
        issuance shall apply to each commercial Letter of Credit.

                (i)     CONFLICT WITH LETTER OF CREDIT APPLICATION. In the event
        of any conflict between the terms hereof and the terms of any Letter of
        Credit Application, the terms hereof shall control.

        2.3     SWINGLINE LOANS SUBFACILITY.

                (a)     SWINGLINE LOANS. Subject to the terms and conditions set
        forth herein and in the other Credit Documents and in reliance upon the
        agreements of the other Lenders set forth herein, the Swingline Lender
        hereby agrees to make loans to the Borrower in Dollars at any time and
        from time to time from the Closing Date to but not including the
        Maturity Date, or such earlier date as the Revolving Commitments shall
        have been terminated as provided herein (each such loan, a "SWINGLINE
        LOAN" and collectively, the "SWINGLINE LOANS"); provided that (i) the
        aggregate principal amount of the Swingline Loans outstanding at any one
        time shall not exceed the Swingline Committed Amount and (ii) with
        regard to the Lenders collectively, the amount of Revolving Obligations
        outstanding shall not exceed the Revolving Committed Amount. Prior to
        the Maturity Date, Swingline Loans may be repaid and reborrowed by the
        Borrower in accordance with the provisions hereof.

                (b)     METHOD OF BORROWING AND FUNDING SWINGLINE LOANS. By no
        later than 2:30 p.m. (Charlotte, North Carolina time), on the date of
        the requested borrowing of Swingline Loans, the Borrower shall telephone
        the Swingline Lender as well as submit a Swingline Loan Request to the
        Swingline Lender in the form of EXHIBIT 2.3(B) setting forth (i) the
        amount of the requested Swingline Loan and (ii) the date of the
        requested Swingline Loan and complying in all respects with Section 5.2.
        The Swingline Lender shall initiate the transfer of funds representing
        the Swingline Loan advance to the Borrower by 3:00 p.m. on the Business
        Day of the requested borrowing. Each Swingline Loan shall be in a
        minimum amount of $100,000 and in integral multiples of $1,000 in excess
        thereof.

                (c)     REPAYMENT AND PARTICIPATIONS OF SWINGLINE LOANS. The
        Borrower agrees to repay all Swingline Loans within five Business Days
        of demand therefor by the Swingline Lender. Each repayment of a
        Swingline Loan may be accomplished by requesting Revolving Loans which
        request is not subject to the conditions set forth in Section 5.2. In
        the event that the Borrower shall fail to

                                       27

<PAGE>


        timely repay any Swingline Loan, and in any event upon (i) a request by
        the Swingline Lender, (ii) the occurrence of an Event of Default
        described in Section 9.1(f) or (iii) the acceleration of any Loan or
        termination of any Commitment pursuant to Section 9.2, each other Lender
        shall irrevocably and unconditionally purchase from the Swingline
        Lender, without recourse or warranty, an undivided interest and
        participation in such Swingline Loan in an amount equal to such other
        Lender's Revolving Commitment Percentage thereof, by directly purchasing
        a participation in such Swingline Loan in such amount (regardless of
        whether the conditions precedent thereto set forth in Section 5.2 are
        then satisfied, whether or not the Borrower has submitted a Notice of
        Borrowing and whether or not the Commitments are then in effect, any
        Event of Default exists or all the Loans have been accelerated) and
        paying the proceeds thereof to the Swingline Lender at the address
        provided in Section 11.1, or at such other address as the Swingline
        Lender may designate, in Dollars and in immediately available funds. 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 the Federal Funds Rate. If such
        Lender does not pay such amount forthwith upon the Swingline Lender's
        demand therefor, and until such time as such Lender makes the required
        payment, the Swingline Lender shall be deemed to continue to have
        outstanding Swingline Loans in the amount of such unpaid participation
        obligation for all purposes of the Credit Documents other than those
        provisions requiring the other Lenders to purchase a participation
        therein. Further, 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 Swingline
        Loans in the amount of the participation in Swingline Loans that such
        Lender failed to purchase pursuant to this Section 2.3(c) until such
        amount has been purchased (as a result of such assignment or otherwise).
        The principal amount of all Swingline Loans shall be due and payable in
        full on the Maturity Date, unless accelerated sooner pursuant to Section
        9.2 or required to be repaid by the Swingline Lender pursuant to the
        foregoing terms of this Section 2.3(c).

                (d)     INTEREST. Subject to the provisions of Section 3.1, each
        Swingline Loan shall bear interest at a per annum rate equal to the
        30-Day Interbank Offered Rate PLUS the Applicable Percentage.

                (e)     SWINGLINE NOTE. The Swingline Loans made by the
        Swingline Lender shall be evidenced by a duly executed promissory note
        of the Borrower to the Swingline Lender in the face amount of the
        Swingline Committed Amount and in substantially the form of EXHIBIT
        2.3(E).

                                    SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES
                 ----------------------------------------------

        3.1     DEFAULT RATE.

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

        3.2     EXTENSION AND CONVERSION.

        The Borrower shall have the option, on any Business Day, to extend
existing Loans into a subsequent permissible Interest Period or to convert Loans
into Loans of another interest rate type; PROVIDED, HOWEVER,

                                       28

<PAGE>


that (i) except as provided in Section 3.8, Eurodollar Loans may be converted
into Base Rate Loans or extended as Eurodollar Loans for new Interest Periods
only on the last day of the Interest Period applicable thereto, (ii) without the
consent of the Required Lenders, Eurodollar Loans may be extended, and Base Rate
Loans may be converted into Eurodollar Loans, only if the conditions precedent
set forth in Section 5.2 are satisfied on the date of extension or conversion,
(iii) Loans extended as, or converted into, Eurodollar Loans shall be subject to
the terms of the definition of "INTEREST PERIOD" set forth in Section 1.1 and
shall be in such minimum amounts as provided in Section 2.1(b)(ii), (iv) no more
than ten Eurodollar Loans shall be outstanding hereunder at any time (it being
understood that, for purposes hereof, Eurodollar Loans with different Interest
Periods shall be considered as separate Eurodollar Loans, even if they begin on
the same date, although borrowings, extensions and conversions may, in
accordance with the provisions hereof, be combined at the end of existing
Interest Periods to constitute a new Eurodollar Loan with a single Interest
Period) and (v) any request for extension or conversion of a Eurodollar Loan
which shall fail to specify an Interest Period shall be deemed to be a request
for an Interest Period of one month. Each such extension or conversion shall be
effected by the Borrower by giving a Notice of Extension/Conversion (or
telephonic notice promptly confirmed in writing) to the office of the
Administrative Agent specified in specified in SCHEDULE 2.1(A), or at such other
office as the Administrative Agent may designate in writing, prior to 12:00 Noon
(Charlotte, North Carolina time) on the Business Day of, in the case of the
conversion of a Eurodollar Loan into a Base Rate Loan, and on the second
Business Day prior to, in the case of the extension of a Eurodollar Loan as, or
conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the proposed
extension or conversion, specifying the date of the proposed extension or
conversion, the Loans to be so extended or converted, the types of Loans into
which such Loans are to be converted and, if appropriate, the applicable
Interest Periods with respect thereto. Each request for extension or conversion
shall be irrevocable and shall constitute a representation and warranty by the
Borrower of the matters specified in subsections (b), (c), (d), (e) and (f) of
Section 5.2. In the event the Borrower fails to request extension or conversion
of any Eurodollar Loan in accordance with this Section, or any such conversion
or extension is not permitted or required by this Section, then such Eurodollar
Loan shall be automatically converted into a Base Rate Loan at the end of the
Interest Period applicable thereto. The Administrative Agent shall give each
Lender notice as promptly as practicable of any such proposed extension or
conversion affecting any Loan.

        3.3     PREPAYMENTS.

                (a)     VOLUNTARY PREPAYMENTS.

                        The Borrower shall have the right to prepay Loans in
                whole or in part from time to time; PROVIDED, HOWEVER, that each
                partial prepayment of Loans shall be in a minimum principal
                amount of $1,000,000 and integral multiples of $100,000. Subject
                to the foregoing terms, amounts prepaid under this Section
                3.3(a) shall be applied as the Borrower may elect; PROVIDED that
                if the Borrower fails to specify a voluntary prepayment then
                such prepayment shall be applied to Revolving Loans, in each
                case first to Base Rate Loans and then to Eurodollar Loans in
                direct order of Interest Period maturities. All prepayments
                under this Section 3.3(a) shall be subject to Section 3.12, but
                otherwise without premium or penalty.

                (b)     MANDATORY PREPAYMENTS.

                        If at any time (i) the sum of the aggregate amount of
                the outstanding Revolving Loans PLUS LOC Obligations outstanding
                PLUS Swingline Loans outstanding shall exceed the Revolving
                Committed Amount, (ii) the aggregate amount of LOC Obligations
                outstanding shall exceed the LOC committed Amount or (iii) the
                aggregate amount of Swingline Loans outstanding shall exceed the
                Swingline Committed Amount, the Borrower shall immediately make
                payment on the Loans and/or cash collateralize the LOC
                Obligations in an amount sufficient to eliminate such excess.
                All amounts required to be paid pursuant to Section

                                       29

<PAGE>


                3.3(b) shall be applied as follows: to the Revolving Loans and
                (after all Revolving Loans have been repaid) to a cash
                collateral account in respect of LOC Obligations. Within the
                parameters of the applications set forth above, prepayments
                shall be applied first to Base Rate Loans and then to Eurodollar
                Loans in direct order of Interest Period maturities. All
                prepayments under this Section 3.3(b) shall be subject to
                Section 3.12.


        3.4     TERMINATION, REDUCTION OR INCREASE OF REVOLVING COMMITTED
                AMOUNT.

                (a)     VOLUNTARY REDUCTIONS. The Borrower may from time to time
        permanently reduce or terminate the Revolving Committed Amount in whole
        or in part (in minimum aggregate amounts of $5,000,000 or in integral
        multiples of $1,000,000 in excess thereof (or, if less, the full
        remaining amount of the then applicable Revolving Committed Amount))
        upon five Business Days' prior written notice to the Administrative
        Agent; PROVIDED, that, no such termination or reduction shall be made
        which would cause the sum of the aggregate principal amount of the
        outstanding Revolving Loans PLUS LOC Obligations PLUS Swingline Loans to
        exceed the Revolving Committed Amount or unless, concurrently with such
        termination or reduction, the Loans are repaid to the extent necessary
        to eliminate such excess. The Administrative Agent shall promptly notify
        each affected Lender of receipt by the Administrative Agent of any
        notice from the Borrower pursuant to this Section 3.4(a).

                (b)     MANDATORY TERMINATION. The Revolving Commitments of the
        Lenders, the LOC Commitment of the Issuing Lender and the Swingline
        Commitment of the Swingline Lender shall automatically terminate on the
        Maturity Date, as applicable.

                (c)     INCREASE OF REVOLVING COMMITTED AMOUNT. The Borrower
        shall have the right, upon at least fifteen (15) Business Days' prior
        written notice to the Administrative Agent, to increase the Revolving
        Committed Amount by up to $100,000,000 in the aggregate in one or more
        increases, at any time prior to the date that is six (6) months prior to
        the Maturity Date, SUBJECT, HOWEVER, in any such case, to satisfaction
        of the following conditions precedent:

                        (i)     the Revolving Committed Amount shall not exceed
                $350,000,000 without the consent of the Required Lenders;

                        (ii)    no Default or Event of Default shall have
                occurred and be continuing on the date on which such increase is
                to become effective;

                        (iii)   the representations and warranties set forth in
                ARTICLE VI shall be true and correct in all material respects on
                and as of the date on which such increase is to become
                effective;

                        (iv)    such increase shall be in a minimum amount of
                $10,000,000 and in integral multiples of $5,000,000 in excess
                thereof;

                        (v)     such requested increase shall only be effective
                upon receipt by the Administrative Agent of (A) additional
                commitments in a corresponding amount of such requested increase
                from either existing Lenders and/or one or more other
                institutions that qualify as an Eligible Assignee (it being
                understood and agreed that no existing Lender shall be required
                to provide an additional commitment) and (B) documentation from
                each institution providing an additional commitment evidencing
                their commitment and their

                                       30

<PAGE>


                obligations under this Credit Agreement in form and substance
                acceptable to the Administrative Agent;

                        (vi)    the Administrative Agent shall have received all
                documents (including resolutions of the board of directors of
                the Borrower) it may reasonably request relating to the
                corporate or other necessary authority for and the validity of
                such increase in the Revolving Committed Amount, and any other
                matters relevant thereto, all in form and substance reasonably
                satisfactory to the Administrative Agent; and

                        (vii)   if any Revolving Loans are outstanding at the
                time of the increase in the Revolving Committed Amount, the
                Borrower shall, if applicable, prepay one or more existing
                Revolving Loans (such prepayment to be subject to Section 3.12)
                in an amount necessary such that after giving effect to the
                increase in the Revolving Committed Amount, each Lender will
                hold its pro rata share (based on its Revolving Commitment
                Percentage of the increased Revolving Committed Amount) of
                outstanding Revolving Loans.

        3.5     FEES.

                (a)     UNUSED FEE. In consideration of the Revolving
        Commitments of the Lenders hereunder, the Borrower agrees to pay to the
        Administrative Agent for the account of each Lender a fee (the "UNUSED
        FEE") equal to the Applicable Percentage per annum for Unused Fees then
        in effect on the Unused Revolving Committed Amount for each day during
        the applicable Unused Fee Calculation Period (hereinafter defined). The
        Unused Fee shall commence to accrue on the Closing Date and shall be due
        and payable in arrears on the last business day of each March, June,
        September and December (and any date that the Revolving Committed Amount
        is reduced as provided in Section 3.4 and the Maturity Date) for the
        immediately preceding quarter (or portion thereof) (each such quarter or
        portion thereof for which the Unused Fee is payable hereunder being
        herein referred to as an "UNUSED FEE CALCULATION PERIOD"), beginning
        with the first of such dates to occur after the Closing Date. For
        purposes of computation of the Unused Fees, the Swingline Loans shall
        not be counted toward or considered usage of the Revolving Committed
        Amount.

                (b)     LETTER OF CREDIT FEES.

                        (i)     STANDBY LETTER OF CREDIT ISSUANCE FEE. In
                consideration of the issuance of standby Letters of Credit
                hereunder, the Borrower promises to pay to the Administrative
                Agent for the account of each Lender a fee (the "LETTER OF
                CREDIT FEE") on such Lender's Revolving Commitment Percentage of
                the average daily maximum amount available to be drawn under
                each such standby Letter of Credit computed at a per annum rate
                for each day from the date of issuance to the date of expiration
                equal to the Applicable Percentage. The Standby Letter of Credit
                Fee will be payable quarterly in arrears on the last Business
                Day of each March, June, September and December for the
                immediately preceding quarter (or a portion thereof).

                        (ii)    TRADE LETTER OF CREDIT DRAWING FEE. In
                consideration of the issuance of trade Letters of Credit
                hereunder, the Borrower promises to pay to the Administrative
                Agent for the account of each Lender a fee (the "TRADE LETTER OF
                CREDIT FEE") on such Lender's Revolving Commitment Percentage of
                the average daily maximum amount available to be drawn under
                each such trade Letter of Credit computed at a per annum rate
                for each day from the date of issuance to the date of expiration
                equal to the Applicable Percentage. The Trade Letter of Credit
                Fee will be payable quarterly in arrears on the last Business
                Day of each March, June, September and December for the
                immediately preceding quarter (or a portion thereof).

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<PAGE>


                        (iii)   ISSUING LENDER FEES. In addition to the Standby
                Letter of Credit Fee payable pursuant to clause (i) above and
                the Trade Letter of Credit Fee payable pursuant to clause (ii)
                above, the Borrower promises to pay to the Issuing Lender for
                its own account without sharing by the other Lenders customary
                charges from time to time of the Issuing Lender with respect to
                the issuance, amendment, transfer, administration, cancellation
                and conversion of, and drawings under, such Letters of Credit
                (collectively, the "ISSUING LENDER FEES").

        3.6     CAPITAL ADEQUACY.

        If any Lender has determined, after the date hereof, that the adoption
or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Lender's capital or assets as a consequence of its commitments or
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy), then,
upon notice from such Lender to the Borrower, the Borrower shall be obligated to
pay to such Lender such additional amount or amounts as will compensate such
Lender for such reduction. Each determination by any such Lender of amounts
owing under this Section shall, absent manifest error, be conclusive and binding
on the parties hereto.

        3.7     LIMITATION ON EURODOLLAR LOANS.

        If on or prior to the first day of any Interest Period for any
Eurodollar Loan:

                (a)     the Administrative Agent determines (which determination
        shall be conclusive) that by reason of circumstances affecting the
        relevant market, adequate and reasonable means do not exist for
        ascertaining the Eurodollar Rate for such Interest Period; or

                (b)     the Required Lenders determine (which determination
        shall be conclusive) and notify the Administrative Agent that the
        Eurodollar Rate will not adequately and fairly reflect the cost to the
        Lenders of funding Eurodollar Loans for such Interest Period;

then the Administrative Agent shall give the Borrower prompt notice thereof, and
so long as such condition remains in effect, the Lenders shall be under no
obligation to make additional Eurodollar Loans, continue Eurodollar Loans, or to
convert Base Rate Loans into Eurodollar Loans and the Borrower shall, on the
last day(s) of the then current Interest Period(s) for the outstanding
Eurodollar Loans, either prepay such Eurodollar Loans or convert such Eurodollar
Loans into Base Rate Loans in accordance with the terms of this Credit
Agreement.

        3.8     ILLEGALITY.

                Notwithstanding any other provision herein, if the adoption of
or any change in any Requirement of Law or in the interpretation or application
thereof occurring after the Closing Date shall make it unlawful for any Lender
to make or maintain Eurodollar Loans as contemplated by this Credit Agreement,
(a) such Lender shall promptly give written notice of such circumstances to the
Borrower and the

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<PAGE>


Administrative Agent (which notice shall be withdrawn whenever such
circumstances no longer exist), (b) the commitment of such Lender hereunder to
make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate
Loan to Eurodollar Loans, shall forthwith be canceled and, until such time as it
shall no longer be unlawful for such Lender to make or maintain Eurodollar
Loans, such Lender shall then have a commitment only to make a Base Rate Loan
when a Eurodollar Loan is requested and (c) such Lender's Loans then outstanding
as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans
on the respective last days of the then current Interest Periods with respect to
such Loans or within such earlier period as required by law. If any such
conversion of a Eurodollar Loan occurs on a day which is not the last day of the
then current Interest Period with respect thereto, the Borrower shall pay to
such Lender such amounts, if any, as may be required pursuant to Section 3.12.

        3.9     REQUIREMENTS OF LAW.

        If, after the date hereof, the adoption of any applicable law, rule, or
regulation, or any change in any applicable law, rule, or regulation, or any
change in the interpretation or administration thereof by any Governmental
Authority, central bank, or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Applicable Lending
Office) with any request or directive (whether or not having the force of law)
of any such Governmental Authority, central bank, or comparable agency:

                        (i) shall subject such Lender (or its Applicable Lending
                Office) to any tax, duty, or other charge with respect to any
                Eurodollar Loans, its Notes, or its obligation to make
                Eurodollar Loans, or change the basis of taxation of any amounts
                payable to such Lender (or its Applicable Lending Office) under
                this Credit Agreement or its Notes in respect of any Eurodollar
                Loans (other than taxes imposed on the overall net income of
                such Lender by the jurisdiction in which such Lender has its
                principal office or such Applicable Lending Office);

                        (ii) shall impose, modify, or deem applicable any
                reserve, special deposit, assessment, or similar requirement
                (other than the Eurodollar Reserve Percentage utilized in the
                determination of the Adjusted Eurodollar Rate) relating to any
                extensions of credit or other assets of, or any deposits with or
                other liabilities or commitments of, such Lender (or its
                Applicable Lending Office), including the Commitment of such
                Lender hereunder; or

                        (iii) shall impose on such Lender (or its Applicable
                Lending Office) or the London interbank market any other
                condition affecting this Credit Agreement or its Notes or any of
                such extensions of credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making, converting into, continuing, or
maintaining any Eurodollar Loans or to reduce any sum received or receivable by
such Lender (or its Applicable Lending Office) under this Credit Agreement or
its Notes with respect to any Eurodollar Loans, then the Borrower shall pay to
such Lender on demand such amount or amounts as will compensate such Lender for
such increased cost or reduction. If any Lender requests compensation by the
Borrower under this Section 3.9, the Borrower may, by notice to such Lender
(with a copy to the Administrative Agent), suspend the obligation of such Lender
to make or continue Eurodollar Loans, or to convert Base Rate Loans into
Eurodollar Loans, until the event or condition giving rise to such request
ceases to be in effect (in which case the provisions of Section 3.10 shall be
applicable); PROVIDED that such suspension shall not affect the right of such
Lender to receive the compensation so requested. Each Lender shall promptly
notify the Borrower and the Administrative Agent of any event of which it has
knowledge, occurring after the date hereof, which will entitle such Lender to
compensation pursuant to this Section 3.9 and will designate a different
Applicable Lending Office if such designation will avoid the need for, or reduce
the amount of, such compensation and will

                                       33

<PAGE>


not, in the reasonable judgment of such Lender, be otherwise disadvantageous to
it. Any Lender claiming compensation under this Section 3.9 shall furnish to the
Borrower and the Administrative Agent a statement setting forth the additional
amount or amounts to be paid to it hereunder which shall be conclusive in the
absence of manifest error. In determining such amount, such Lender may use any
reasonable averaging and attribution methods.

        3.10    TREATMENT OF AFFECTED LOANS.

        If the obligation of any Lender to make any Eurodollar Loan or to
continue, or to convert Base Rate Loans into, Eurodollar Loans shall be
suspended pursuant to Section 3.8 or 3.9 hereof, such Lender's Eurodollar Loans
shall be automatically converted into Base Rate Loans on the last day(s) of the
then current Interest Period(s) for such Eurodollar Loans (or, in the case of a
conversion required by Section 3.8 hereof, on such earlier date as such Lender
may specify to the Borrower with a copy to the Administrative Agent) and, unless
and until such Lender gives notice as provided below that the circumstances
specified in Section 3.8 or 3.9 hereof that gave rise to such conversion no
longer exist:

                (a)     to the extent that such Lender's Eurodollar Loans have
        been so converted, all payments and prepayments of principal that would
        otherwise be applied to such Lender's Eurodollar Loans shall be applied
        instead to its Base Rate Loans; and

                (b)     all Loans that would otherwise be made or continued by
        such Lender as Eurodollar Loans shall be made or continued instead as
        Base Rate Loans, and all Base Rate Loans of such Lender that would
        otherwise be converted into Eurodollar Loans shall remain as Base Rate
        Loans.

If such Lender gives notice to the Borrower (with a copy to the Administrative
Agent) that the circumstances specified in Section 3.8 or 3.9 hereof that gave
rise to the conversion of such Lender's Eurodollar Loans pursuant to this
Section 3.10 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurodollar Loans made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Eurodollar Loans, to the extent necessary so that, after giving
effect thereto, all Loans held by the Lenders holding Eurodollar Loans and by
such Lender are held pro rata (as to principal amounts, interest rate basis, and
Interest Periods) in accordance with their respective Commitments.

        3.11    TAXES.

                (a)     Any and all payments by any Credit Party to or for the
        account of any Lender or the Administrative Agent hereunder or under any
        other Credit Document shall be made free and clear of and without
        deduction for any and all present or future taxes, duties, levies,
        imposts, deductions, charges or withholdings, and all liabilities with
        respect thereto, EXCLUDING, in the case of each Lender and the
        Administrative Agent, taxes imposed on its income, and franchise taxes
        imposed on it, by the jurisdiction under the laws of which such Lender
        (or its Applicable Lending Office) or the Administrative Agent (as the
        case may be) is organized or any political subdivision thereof (all such
        non-excluded taxes, duties, levies, imposts, deductions, charges,
        withholdings, and liabilities being hereinafter referred to as "TAXES").
        If any Credit Party shall be required by law to deduct any Taxes from or
        in respect of any sum payable under this Credit Agreement or any other
        Credit Document to any Lender or the Administrative Agent, (i) the sum
        payable shall be increased as necessary so that after making all
        required deductions (including deductions applicable to additional sums
        payable under this Section 3.11) such Lender or the Administrative Agent
        receives an amount equal to the sum it would have received had no such
        deductions been made, (ii) such Credit Party shall make such deductions,
        (iii) such Credit Party shall pay the full amount deducted to the
        relevant taxation authority or other authority in accordance with
        applicable law, and (iv) such Credit Party shall

                                       34

<PAGE>


        furnish to the Administrative Agent, at its address referred to in
        Section 11.1, the original or a certified copy of a receipt evidencing
        payment thereof.

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

                (c)     The Borrower agrees to indemnify each Lender and the
        Administrative Agent for the full amount of Taxes and Other Taxes
        (including, without limitation, any Taxes or Other Taxes imposed or
        asserted by any jurisdiction on amounts payable under this Section 3.11)
        paid by such Lender or the Administrative Agent (as the case may be) and
        any liability (including penalties, interest, and expenses) arising
        therefrom or with respect thereto.

                (d)     Each Lender that is not a United States person under
        Section 7701(a)(30) of the Code (a "FOREIGN LENDER"), on or prior to the
        date of its execution and delivery of this Credit Agreement in the case
        of each Lender listed on the signature pages hereof and on or prior to
        the date on which it becomes a Lender in the case of each other Lender,
        and from time to time thereafter if requested in writing by the Borrower
        or the Administrative Agent (but only so long as such Lender remains
        lawfully able to do so), shall provide the Borrower and the
        Administrative Agent with (i) Internal Revenue Service Form 1001 or
        4224, as appropriate, or any successor form prescribed by the Internal
        Revenue Service, certifying that such Lender is entitled to benefits
        under an income tax treaty to which the United States is a party which
        reduces the rate of withholding tax on payments of interest or
        certifying that the income receivable pursuant to this Credit Agreement
        is effectively connected with the conduct of a trade or business in the
        United States, (ii) Internal Revenue Service Form W-8 or W-9, as
        appropriate, or any successor form prescribed by the Internal Revenue
        Service, and (iii) any other form or certificate required by any taxing
        authority (including any certificate required by Sections 871(h) and
        881(c) of the Internal Revenue Code), certifying that such Lender is
        entitled to an exemption from or a reduced rate of tax on payments
        pursuant to this Credit Agreement or any of the other Credit Documents.

                (e)     For any period with respect to which a Lender has failed
        to provide the Borrower and the Administrative Agent with the
        appropriate form pursuant to Section 3.11(d) (unless such failure is due
        to a change in treaty, law, or regulation occurring subsequent to the
        date on which a form originally was required to be provided), such
        Lender shall not be entitled to indemnification under Section 3.11(a) or
        3.11(b) with respect to Taxes imposed by the United States; PROVIDED,
        HOWEVER, that should a Lender, which is otherwise exempt from or subject
        to a reduced rate of withholding tax, become subject to Taxes because of
        its failure to deliver a form required hereunder, the Borrower shall
        take such steps as such Lender shall reasonably request to assist such
        Lender to recover such Taxes.

                (f)     If any Credit Party is required to pay additional
        amounts to or for the account of any Lender pursuant to this Section
        3.11, then such Lender will agree to use reasonable efforts to change
        the jurisdiction of its Applicable Lending Office so as to eliminate or
        reduce any such additional payment which may thereafter accrue if such
        change, in the reasonable judgment of such Lender, is not otherwise
        disadvantageous to such Lender.

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

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<PAGE>


                (h)     Without prejudice to the survival of any other agreement
        of the Credit Parties hereunder, the agreements and obligations of the
        Credit Parties contained in this Section 3.11 shall survive the
        repayment of the Loans, LOC Obligations and other obligations under the
        Credit Documents and the termination of the Commitments hereunder.

        3.12    COMPENSATION.

        Upon the request of any Lender, the Borrower shall pay to such Lender
such amount or amounts as shall be sufficient (in the reasonable opinion of such
Lender) to compensate it for any loss, cost, or expense (including loss of
anticipated profits) incurred by it as a result of:

                (a)     any payment, prepayment, or conversion of a Eurodollar
        Loan for any reason (including, without limitation, the acceleration of
        the Loans pursuant to Section 9.2) on a date other than the last day of
        the Interest Period for such Loan; or

                (b)     any failure by the Borrower for any reason (including,
        without limitation, the failure of any condition precedent specified in
        Section 5 to be satisfied) to borrow, convert, continue, or prepay a
        Eurodollar Loan on the date for such borrowing, conversion,
        continuation, or prepayment specified in the relevant notice of
        borrowing, prepayment, continuation, or conversion under this Credit
        Agreement.

With respect to Eurodollar Loans, such indemnification may include an amount
equal to the excess, if any, of (a) the amount of interest which would have
accrued on the amount so prepaid, or not so borrowed, converted or continued,
for the period from the date of such prepayment or of such failure to borrow,
convert or continue to the last day of the applicable Interest Period (or, in
the case of a failure to borrow, convert or continue, the Interest Period that
would have commenced on the date of such failure) in each case at the applicable
rate of interest for such Eurodollar Loans provided for herein (excluding,
however, the Applicable Percentage included therein, if any) over (b) the amount
of interest (as reasonably determined by such Lender) which would have accrued
to such Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank Eurodollar market. The covenants of
the Borrower set forth in this Section 3.12 shall survive the repayment of the
Loans, LOC Obligations and other obligations under the Credit Documents and the
termination of the Commitments hereunder.

        3.13    PRO RATA TREATMENT.

        Except to the extent otherwise provided herein:

                (a)     LOANS. Each Loan, each payment or (subject to the terms
        of Section 3.3) prepayment of principal of any Loan or reimbursement
        obligations arising from drawings under Letters of Credit, each payment
        of interest on the Loans or reimbursement obligations arising from
        drawings under Letters of Credit, each payment of Unused Fees, each
        payment of the Standby Letter of Credit Fee, each payment of the Trade
        Letter of Credit Fee, each reduction in Commitments and each conversion
        or extension of any Loan, shall be allocated pro rata among the Lenders
        in accordance with the respective principal amounts of their outstanding
        Revolving Loans and Participation Interests.

                (b)     ADVANCES. The obligations of the Lenders hereunder to
        make Loans and to fund Participation Interests in Letters of Credit and
        Swingline Loans or to make any payment under Section 11.5(c) are several
        and not joint. The failure of any Lender to make any Loan or to fund any
        such Participation Interests or to make any payment under Section
        11.5(c) on any date required

                                       36

<PAGE>


        hereunder shall not relieve any other Lender of its corresponding
        obligation to do so on such date, and no Lender shall be responsible for
        the failure of any other Lender to so make its Loan, purchase its
        Participation Interests or to make any payment under Section 11.5(c).

                (c)     (i) FUNDING BY LENDERS; PRESUMPTION BY ADMINISTRATIVE
        AGENT. Unless the Administrative Agent shall have received notice from a
        Lender prior to the proposed date of any borrowing of Eurodollar Loans
        (or, in the case of any borrowing of Base Rate Loans, prior to 12:00
        noon on the date of such borrowing) 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 share available on such date in accordance with Section 2.1 (or, in
        the case of a borrowing of Base Rate Loans, that such Lender has made
        such share available in accordance with and at the time required by
        Section 2.1) and may, in reliance upon such assumption, make available
        to the Borrower a corresponding amount. In such event, if a Lender has
        not in fact made its share of the applicable borrowing available to the
        Administrative Agent, then the applicable Lender and the Borrower
        severally agree to pay to the Administrative Agent forthwith on demand
        such corresponding amount in immediately available funds with interest
        thereon, for each day from and including the date such amount is made
        available to the Borrower to but excluding the date of payment to the
        Administrative Agent, at (A) in the case of a payment to be made by such
        Lender, the greater of the Federal Funds Rate and a rate determined by
        the Administrative Agent in accordance with banking industry rules on
        interbank compensation, plus any administrative, processing or similar
        fees customarily charged by the Administrative Agent in connection with
        the foregoing, and (B) in the case of a payment to be made by the
        Borrower, the interest rate applicable to Base Rate Loans; the
        Administrative Agent shall not request that the Borrower make such
        payment unless such Lender has not made such payment to the
        Administrative Agent within two Business Days following demand. If the
        Borrower and such Lender shall pay such interest to the Administrative
        Agent for the same or an overlapping period, the Administrative Agent
        shall promptly remit to the Borrower the amount of such interest paid by
        the Borrower for such period. If such Lender pays its share of the
        applicable borrowing to the Administrative Agent, then the amount so
        paid shall constitute such Lender's Loan included in such borrowing. Any
        payment by the Borrower shall be without prejudice to any claim the
        Borrower may have against a Lender that shall have failed to make such
        payment to the Administrative Agent.

                        (ii)    PAYMENTS BY BORROWER; PRESUMPTIONS BY
        ADMINISTRATIVE AGENT. 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 Lender 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 Lender, as the
        case may be, the amount due. In such event, if the Borrower has not in
        fact made such payment, then each of the Lenders or the Issuing Lender,
        as the case may be, severally agrees to repay to the Administrative
        Agent forthwith on demand the amount so distributed to such Lender or
        the Issuing Lender, in immediately available funds 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 Rate and a
        rate determined by the Administrative Agent in accordance with banking
        industry rules on interbank compensation.

        A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this subsection (c) shall be conclusive,
absent manifest error.

        3.14    SHARING OF PAYMENTS.

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<PAGE>


        The Lenders agree among themselves that, in the event that any Lender
shall obtain payment in respect of any Loan, LOC Obligations or any other
obligation owing to such Lender under this Credit Agreement through the exercise
of a right of setoff, banker's lien or counterclaim, or pursuant to a secured
claim under Section 506 of Title 11 of the United States Code or other security
or interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, in excess of its pro rata share of such
payment as provided for in this Credit Agreement, such Lender shall promptly
purchase from the other Lenders a Participation Interest in such Loans, LOC
Obligations and other obligations in such amounts, and make such other
adjustments from time to time, as shall be equitable to the end that all Lenders
share such payment in accordance with their respective ratable shares as
provided for in this Credit Agreement. The Lenders further agree among
themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of setoff, banker's lien, counterclaim or other event as
aforesaid shall be rescinded or must otherwise be restored, each Lender which
shall have shared the benefit of such payment shall, by repurchase of a
Participation Interest theretofore sold, return its share of that benefit
(together with its share of any accrued interest payable with respect thereto)
to each Lender whose payment shall have been rescinded or otherwise restored.
The Borrower agrees that any Lender so purchasing such a Participation Interest
may, to the fullest extent permitted by law, exercise all rights of payment,
including setoff, banker's lien or counterclaim, with respect to such
Participation Interest as fully as if such Lender were a holder of such Loan,
LOC Obligations or other obligation in the amount of such Participation
Interest. Except as otherwise expressly provided in this Credit Agreement, if
any Lender or the Administrative Agent shall fail to remit to the Administrative
Agent or any other Lender an amount payable by such Lender or the Administrative
Agent to the Administrative Agent or such other Lender pursuant to this Credit
Agreement on the date when such amount is due, such payments shall be made
together with interest thereon for each date from the date such amount is due
until the date such amount is paid to the Administrative Agent or such other
Lender at a rate per annum equal to the Federal Funds Rate. If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a setoff to which this Section 3.14 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders under this
Section 3.14 to share in the benefits of any recovery on such secured claim.

        3.15    PAYMENTS, COMPUTATIONS; RETROACTIVE ADJUSTMENTS OF APPLICABLE
                RATE.

                (a)     All payments hereunder shall be made to the
Administrative Agent in Dollars in immediately available funds, without
recoupment, setoff, deduction, counterclaim or withholding of any kind, and,
except as otherwise specifically provided herein, at the Administrative Agent's
office specified in SCHEDULE 2.1(A) not later than 2:00 p.m. (Charlotte, North
Carolina time) on the date when due. Payments received after such time shall be
deemed to have been received on the next succeeding Business Day. The
Administrative Agent may (but shall not be obligated to) debit the amount of any
such payment which is not made by such time to any ordinary deposit account of
the Borrower or any other Credit Party maintained with the Administrative Agent
(with notice to the Borrower or such other Credit Party). The Borrower shall, at
the time it makes any payment under this Credit Agreement, specify to the
Administrative Agent the Loans, LOC Obligations, Fees, interest or other amounts
payable by the Borrower hereunder to which such payment is to be applied (and in
the event that it fails so to specify, or if such application would be
inconsistent with the terms hereof, the Administrative Agent shall distribute
such payment to the Lenders in such manner as the Administrative Agent may
determine to be appropriate in respect of obligations owing by the Borrower
hereunder, subject to the terms of Section 3.13(a)). The Administrative Agent
will distribute such payments to such Lenders, if any such payment is received
prior to 2:00 p.m. (Charlotte, North Carolina time) on a Business Day in like
funds as received prior to the end of such

                                       38

<PAGE>


        Business Day and otherwise the Administrative Agent will distribute such
        payment to such Lenders on the next succeeding Business Day. Whenever
        any payment hereunder shall be stated to be due on a day which is not a
        Business Day, the due date thereof shall be extended to the next
        succeeding Business Day (subject to accrual of interest and Fees for the
        period of such extension), except that in the case of Eurodollar Loans,
        if the extension would cause the payment to be made in the next
        following calendar month, then such payment shall instead be made on the
        next preceding Business Day. Except as expressly provided otherwise
        herein, all computations of interest and fees shall be made on the basis
        of actual number of days elapsed over a year of 360 days. Interest shall
        accrue from and include the date of borrowing, but exclude the date of
        payment.

                If, as a result of any restatement of or other adjustment to the
        financial statements of the Borrower or for any other reason, the
        Borrower or the Lenders determine that (i) the Leverage Ratio as
        calculated by the Borrower as of any applicable date was inaccurate and
        (ii) a proper calculation of the Leverage Ratio would have resulted in
        higher pricing for such period, the Borrower shall immediately and
        retroactively be obligated to pay to the Administrative Agent for the
        account of the applicable Lenders, promptly on demand by the
        Administrative Agent (or, after the occurrence of an actual or deemed
        entry of an order for relief with respect to the Borrower under the
        Bankruptcy Code, automatically and without further action by the
        Administrative Agent, any Lender or the Issuing Lender), an amount equal
        to the excess of the amount of interest and fees that should have been
        paid for such period over the amount of interest and fees actually paid
        for such period. This paragraph shall not limit the rights of the
        Administrative Agent, any Lender or the Issuing Lender, as the case may
        be, under Section 2.2(c)(iii) or 3.5(b) or under Section 9.

                (b)     ALLOCATION OF PAYMENTS AFTER ACCELERATION.
        Notwithstanding any other provisions of this Credit Agreement to the
        contrary, after the acceleration of the Credit Party Obligations
        pursuant to Section 9.2, all amounts collected or received by the
        Administrative Agent or any Lender on account of the Credit Party
        Obligations or any other amounts outstanding under any of the Credit
        Documents or in respect of the Collateral shall be paid over or
        delivered as follows:

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

                SECOND, to payment of any fees owed to the Administrative Agent;

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

                FOURTH, to the payment of all of the Credit Party Obligations
        consisting of accrued fees and interest;

                FIFTH, to the payment of the outstanding principal amount of the
        Credit Party Obligations (including the payment or cash
        collateralization of the outstanding LOC Obligations);

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

                                       39

<PAGE>


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

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

        3.16    EVIDENCE OF DEBT.

                (a)     Each Lender shall maintain an account or accounts
        evidencing each Loan made by such Lender to the Borrower from time to
        time, including the amounts of principal and interest payable and paid
        to such Lender from time to time under this Credit Agreement. Each
        Lender will make reasonable efforts to maintain the accuracy of its
        account or accounts and to promptly update its account or accounts from
        time to time, as necessary.

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

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

                                    SECTION 4

                                    GUARANTY
                                    --------

        4.1     THE GUARANTY.

        Each of the Guarantors hereby jointly and severally guarantees to each
Lender, each Affiliate of a Lender that enters into a Hedging Agreement, and the
Administrative Agent as hereinafter provided, as primary obligor and not as
surety, the prompt payment of the Credit Party Obligations in full when due
(whether at stated maturity, as a mandatory prepayment, by acceleration, as a
mandatory cash

                                       40

<PAGE>


collateralization or otherwise) strictly in accordance with the terms thereof.
The Guarantors hereby further agree that if any of the Credit Party Obligations
are not paid in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or
otherwise), the Guarantors will, jointly and severally, promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension
of time of payment or renewal of any of the Credit Party Obligations, the same
will be promptly paid in full when due (whether at extended maturity, as a
mandatory prepayment, by acceleration, as a mandatory cash collateralization or
otherwise) in accordance with the terms of such extension or renewal.

        Notwithstanding any provision to the contrary contained herein or in any
other of the Credit Documents or Hedging Agreements, the obligations of each
Guarantor hereunder shall be limited to an aggregate amount equal to the largest
amount that would not render its obligations hereunder subject to avoidance
under Section 548 of the Bankruptcy Code or any comparable provisions of any
applicable state law.

        4.2     OBLIGATIONS UNCONDITIONAL.

        The obligations of the Guarantors under Section 4.1 are joint and
several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents or Hedging
Agreements, or any other agreement or instrument referred to therein, or any
substitution, release, impairment or exchange of any other guarantee of or
security for any of the Credit Party Obligations, and, to the fullest extent
permitted by applicable law, irrespective of any other circumstance whatsoever
which might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor, it being the intent of this Section 4.2 that the
obligations of the Guarantors hereunder shall be absolute and unconditional
under any and all circumstances. Each Guarantor agrees that such Guarantor shall
have no right of subrogation, indemnity, reimbursement or contribution against
the Borrower or any other Guarantor for amounts paid under this Section 4 until
such time as the Lenders (and any Affiliates of Lenders entering into Hedging
Agreements) have been paid in full, all Commitments under this Credit Agreement
have been terminated and no Person or Governmental Authority shall have any
right to request any return or reimbursement of funds from the Lenders in
connection with monies received under the Credit Documents or Hedging
Agreements. Without limiting the generality of the foregoing, it is agreed that,
to the fullest extent permitted by law, the occurrence of any one or more of the
following shall not alter or impair the liability of any Guarantor hereunder
which shall remain absolute and unconditional as described above:

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

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

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

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

                                       41

<PAGE>


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

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

        4.3     REINSTATEMENT.

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

        4.4     CERTAIN ADDITIONAL WAIVERS.

        Each Guarantor further agrees that such Guarantor shall have no right of
recourse to security for the Credit Party Obligations, except through the
exercise of rights of subrogation pursuant to Section 4.2 and through the
exercise of rights of contribution pursuant to Section 4.6.

        4.5     REMEDIES.

        The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Credit Party Obligations may be declared to be
forthwith due and payable as provided in Section 9.2 (and shall be deemed to
have become automatically due and payable in the circumstances provided in said
Section 9.2) for purposes of Section 4.1 notwithstanding any stay, injunction or
other prohibition preventing such declaration (or preventing the Credit Party
Obligations from becoming automatically due and payable) as against any other
Person and that, in the event of such declaration (or the Credit Party
Obligations being deemed to have become automatically due and payable), the
Credit Party Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors for purposes of Section
4.1.

        4.6     RIGHTS OF CONTRIBUTION.

        The Guarantors hereby agree as among themselves that, if any Guarantor
shall make an Excess Payment (as defined below), such Guarantor shall have a
right of contribution from each other Guarantor in an amount equal to such other
Guarantor's Contribution Share (as defined below) of such Excess Payment. The
payment obligations of any Guarantor under this Section 4.6 shall be subordinate
and subject in right of payment to the prior payment in full to the
Administrative Agent and the Lenders of the Guaranteed Obligations, and none of
the Guarantors shall exercise any right or remedy under this Section 4.6 against
any

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<PAGE>


other Guarantor until payment and satisfaction in full of all of such Guaranteed
Obligations. For purposes of this Section 4.6, (a) "GUARANTEED OBLIGATIONS"
shall mean any obligations arising under the other provisions of this Section 4;
(b) "EXCESS PAYMENT" shall mean the amount paid by any Guarantor in excess of
its Pro Rata Share of any Guaranteed Obligations; (c) "PRO RATA SHARE" shall
mean, for any Guarantor in respect of any payment of Guaranteed Obligations, the
ratio (expressed as a percentage) as of the date of such payment of Guaranteed
Obligations of (i) the amount by which the aggregate present fair salable value
of all of its assets and properties exceeds the amount of all debts and
liabilities of such Guarantor (including contingent, subordinated, unmatured,
and unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder) to (ii) the amount by which the aggregate present fair salable value
of all assets and other properties of all of the Credit Parties exceeds the
amount of all of the debts and liabilities (including contingent, subordinated,
unmatured, and unliquidated liabilities, but excluding the obligations of the
Credit Parties hereunder) of the Credit Parties; PROVIDED, HOWEVER, that, for
purposes of calculating the Pro Rata Shares of the Guarantors in respect of any
payment of Guaranteed Obligations, any Guarantor that became a Guarantor
subsequent to the date of any such payment shall be deemed to have been a
Guarantor on the date of such payment and the financial information for such
Guarantor as of the date such Guarantor became a Guarantor shall be utilized for
such Guarantor in connection with such payment; and (D) "CONTRIBUTION SHARE"
shall mean, for any Guarantor in respect of any Excess Payment made by any other
Guarantor, the ratio (expressed as a percentage) as of the date of such Excess
Payment of (i) the amount by which the aggregate present fair salable value of
all of its assets and properties exceeds the amount of all debts and liabilities
of such Guarantor (including contingent, subordinated, unmatured, and
unliquidated liabilities, but excluding the obligations of such Guarantor
hereunder) to (ii) the amount by which the aggregate present fair salable value
of all assets and other properties of the Credit Parties other than the maker of
such Excess Payment exceeds the amount of all of the debts and liabilities
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of the Credit Parties) of the Credit Parties other
than the maker of such Excess Payment; PROVIDED, HOWEVER, that, for purposes of
calculating the Contribution Shares of the Guarantors in respect of any Excess
Payment, any Guarantor that became a Guarantor subsequent to the date of any
such Excess Payment shall be deemed to have been a Guarantor on the date of such
Excess Payment and the financial information for such Guarantor as of the date
such Guarantor became a Guarantor shall be utilized for such Guarantor in
connection with such Excess Payment. This Section 4.6 shall not be deemed to
affect any right of subrogation, indemnity, reimbursement or contribution that
any Guarantor may have under applicable law against the Borrower in respect of
any payment of Guaranteed Obligations.

        4.7     GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.

        The guarantee in this Section 4 is a guaranty of payment and not of
collection, is a continuing guarantee, and shall apply to all Credit Party
Obligations whenever arising.

                                    SECTION 5

                                   CONDITIONS
                                   ----------

        5.1     CLOSING CONDITIONS.

        The obligation of the Lenders to enter into this Credit Agreement and to
make the initial Loans or the Issuing Lender to issue the initial Letter of
Credit, whichever shall occur first, shall be subject to satisfaction of the
following conditions (in form and substance acceptable to the Lenders):

                (a)     EXECUTED CREDIT DOCUMENTS. Receipt by the Administrative
        Agent of duly executed copies of: (i) this Credit Agreement, (ii) the
        Notes and (iii) all other Credit Documents, each in form and substance
        acceptable to the Administrative Agent in its sole discretion.

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<PAGE>


                (b)     CORPORATE DOCUMENTS. Receipt by the Administrative Agent
        of the following:

                        (i)     CHARTER DOCUMENTS. Copies of the articles or
                certificates of incorporation or other charter documents of each
                Credit Party certified to be true and complete as of a recent
                date by the appropriate Governmental Authority of the state or
                other jurisdiction of its incorporation and certified by a
                secretary or assistant secretary of such Credit Party to be true
                and correct as of the Closing Date.

                        (ii)    BYLAWS. A copy of the bylaws of each Credit
                Party certified by a secretary or assistant secretary of such
                Credit Party to be true and correct as of the Closing Date.

                        (iii)   RESOLUTIONS. Copies of resolutions of the Board
                of Directors of each Credit Party approving and adopting the
                Credit Documents to which it is a party, the transactions
                contemplated therein and authorizing execution and delivery
                thereof, certified by a secretary or assistant secretary of such
                Credit Party to be true and correct and in force and effect as
                of the Closing Date.

                        (iv)    GOOD STANDING. Copies of certificates of good
                standing, existence or its equivalent with respect to each
                Credit Party certified as of a recent date by the appropriate
                Governmental Authorities of the state or other jurisdiction of
                incorporation and Tennessee and each other jurisdiction in which
                the failure to so qualify and be in good standing could have a
                Material Adverse Effect.

                        (v)     INCUMBENCY. An incumbency certificate of each
                Credit Party certified by a secretary or assistant secretary to
                be true and correct as of the Closing Date.

                (c)     FINANCIAL STATEMENTS. Receipt by the Administrative
        Agent of the consolidated and consolidating financial statements of the
        Borrower and its Subsidiaries, including balance sheets and income and
        cash flow statements for the fiscal year ended December 31, 2005 and
        audited by nationally recognized independent public accountants and
        containing an unqualified opinion of such firm that such statements
        present fairly the consolidated and consolidating financial position of
        the Borrower and its Subsidiaries and are prepared in conformity with
        GAAP.

                (d)     OPINIONS OF COUNSEL. The Administrative Agent shall have
        received a legal opinion in form and substance reasonably satisfactory
        to the Administrative Agent dated as of the Closing Date from counsel to
        the Credit Parties.

                (e)     MATERIAL ADVERSE EFFECT. No material adverse change
        shall have occurred since December 31, 2005 in the condition (financial
        or otherwise), business, assets, liabilities, operations, management or
        prospects of the Consolidated Parties taken as a whole.

                (f)     LITIGATION. There shall not exist any pending or
        threatened action, suit, investigation or proceeding against a
        Consolidated Party that could have a Material Adverse Effect.

                (g)     OFFICER'S CERTIFICATES. The Administrative Agent shall
        have received a certificate or certificates executed by the chief
        financial officer of the Borrower as of the Closing Date stating that
        (A) each Credit Party is in compliance with all existing financial
        obligations, (B) all governmental, shareholder and third party consents
        and approvals, if any, with respect to the Credit Documents and the
        transactions contemplated thereby have been obtained, (C) no action,
        suit, investigation or proceeding is pending or threatened in any court
        or before any arbitrator or governmental

                                       44

<PAGE>


        instrumentality that purports to affect any Credit Party or any
        transaction contemplated by the Credit Documents, if such action, suit,
        investigation or proceeding could have a Material Adverse Effect, and
        (D) immediately after giving effect to this Credit Agreement, the other
        Credit Documents and all the transactions contemplated therein to occur
        on such date, (1) each of the Credit Parties is Solvent, (2) no Default
        or Event of Default exists, (3) all representations and warranties
        contained herein and in the other Credit Documents are true and correct
        in all material respects, and (4) the Credit Parties are in compliance
        with each of the financial covenants set forth in Section 7.11.

                (h)     FEES AND EXPENSES. Payment by the Credit Parties of all
        fees and expenses owed by them to the Lenders and the Administrative
        Agent, including, without limitation, payment to the Administrative
        Agent of the fees set forth in the Fee Letter.

        Without limiting the generality of the last paragraph of Section 10.4,
for purposes of determining compliance with the conditions specified in this
Section 5.1, each Lender that has signed this Credit Agreement shall be deemed
to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall
have received notice from such Lender prior to the proposed Closing Date
specifying its objection thereto.

        5.2     CONDITIONS TO ALL EXTENSIONS OF CREDIT.

        The obligations of each Lender to make, convert or extend any Loan and
of the Issuing Lender to issue or extend any Letter of Credit (including the
initial Loans and the initial Letter of Credit) are subject to satisfaction of
the following conditions in addition to satisfaction on the Closing Date of the
conditions set forth in Section 5.1:

                (a)     The Borrower shall have delivered (i) in the case of any
        Revolving Loan, an appropriate Notice of Borrowing or Notice of
        Extension/Conversion or (ii) in the case of any Letter of Credit, the
        Issuing Lender shall have received an appropriate request for issuance
        in accordance with the provisions of Section 2.2(b);

                (b)     The representations and warranties set forth in Section
        6 (other than Sections 6.2 and 6.8) shall, subject to the limitations
        set forth therein, be true and correct in all material respects as of
        such date (except for those which expressly relate to an earlier date);

                (c)     No Default or Event of Default shall exist and be
        continuing either prior to or after giving effect thereto; and

                (d)     Immediately after giving effect to the making of such
        Loan (and the application of the proceeds thereof) or to the issuance of
        such Letter of Credit, as the case may be, (i) the sum of the aggregate
        principal amount of outstanding Revolving Loans PLUS LOC Obligations
        outstanding PLUS outstanding Swingline Loans shall not exceed the
        Revolving Committed Amount and (ii) the LOC Obligations shall not exceed
        the LOC Committed Amount.

The delivery of each Notice of Borrowing, each Notice of Extension/Conversion
and each request for a Letter of Credit pursuant to Section 2.2(b) shall
constitute a representation and warranty by the Credit Parties of the
correctness of the matters specified in subsections (b), (c) and (d) above.

                                       45

<PAGE>


                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

        The Credit Parties hereby represent to the Administrative Agent and each
Lender that:

        6.1     FINANCIAL CONDITION.

        The financial statements delivered to the Lenders pursuant to Section
5.1(c) and Section 7.1(a) and (b), (i) have been prepared in accordance with
GAAP and (ii) present fairly (on the basis disclosed in the footnotes to such
financial statements) in all material respects the consolidated and
consolidating financial condition, results of operations and cash flows of the
Consolidated Parties as of such date and for such periods.

        6.2     NO MATERIAL CHANGE.

        Since December 31, 2005, (a) there has been no development or event
relating to or affecting a Consolidated Party which has had or could reasonably
be expected to have a Material Adverse Effect and (b) except as otherwise
permitted under this Credit Agreement, no dividends or other distributions have
been declared, paid or made upon the Capital Stock in a Consolidated Party nor
has any of the Capital Stock in a Consolidated Party been redeemed, retired,
purchased or otherwise acquired for value.

        6.3     ORGANIZATION AND GOOD STANDING; COMPLIANCE WITH LAW.

        Each of the Consolidated Parties (a) is duly organized, validly existing
and is in good standing under the laws of the jurisdiction of its incorporation
or organization, (b) has the requisite power and authority to own and operate
all its property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged and (c) is duly qualified to conduct
business and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification except to the extent that the failure to so qualify
or be in good standing could not reasonably be expected to have a Material
Adverse Effect.

        6.4     POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

        Each of the Credit Parties has the corporate or other necessary power
and authority, to make, deliver and perform the Credit Documents to which it is
a party, and in the case of the Borrower, to obtain extensions of credit
hereunder, and has taken all necessary corporate action to authorize the
borrowings and other extensions of credit on the terms and conditions of this
Credit Agreement and to authorize the execution, delivery and performance of the
Credit Documents to which it is a party. No consent or authorization of, filing
with, notice to or other similar act by or in respect of, any Governmental
Authority or any other Person is required to be obtained or made by or on behalf
of any Credit Party in connection with the borrowings or other extensions of
credit hereunder or with the execution, delivery, performance, validity or
enforceability of the Credit Documents to which such Credit Party is a party.
This Credit Agreement has been, and each other Credit Document to which any
Credit Party is a party will be, duly executed and delivered on behalf of the
Credit Parties. This Credit Agreement constitutes, and each other Credit
Document to which any Credit Party is a party when executed and delivered will
constitute, a legal, valid and binding obligation of such Credit Party
enforceable against such party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

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<PAGE>


        6.5     NO CONFLICTS.

        Neither the execution and delivery of the Credit Documents, nor the
consummation of the transactions contemplated therein, nor performance of and
compliance with the terms and provisions thereof by such Credit Party will (a)
violate or conflict with any provision of its articles or certificate of
incorporation or bylaws or other organizational or governing documents of such
Person, (b) violate, contravene or materially conflict with any material
Requirement of Law or any other material law, regulation (including, without
limitation, Regulation U or Regulation X), order, writ, judgment, injunction,
decree or permit applicable to it, (c) violate, contravene or conflict with
contractual provisions of, or cause an event of default under, any indenture,
loan agreement, mortgage, deed of trust, contract or other agreement or
instrument to which it is a party or by which it may be bound, the violation of
which could reasonably be expected to have a Material Adverse Effect, or (d)
result in or require the creation of any Lien upon or with respect to its
properties. No Default or Event of Default has occurred and is continuing.

        6.6     OWNERSHIP.

        Each Consolidated Party is the owner of, and has good and marketable
title to, all of its respective assets that are necessary for the operation of
their respective businesses and none of such assets is subject to any Lien other
than Permitted Liens.

        6.7     [Intentionally Omitted.]

        6.8     LITIGATION.

        There are no actions, suits or legal, equitable, arbitration or
administrative proceedings, pending or, to the knowledge of any Credit Party,
threatened against any Consolidated Party which could reasonably be expected to
have a Material Adverse Effect.

        6.9     TAXES.

        Each Consolidated Party has filed, or caused to be filed, all material
income tax returns and all other material tax returns (federal, state, local and
foreign) required to be filed and paid (a) all amounts of taxes shown thereon to
be due (including interest and penalties) and (b) all other material taxes,
fees, assessments and other governmental charges (including mortgage recording
taxes, documentary stamp taxes and intangibles taxes) owing by it, except for
such taxes (i) which are not yet delinquent or (ii) that are being contested in
good faith and by proper proceedings, and against which adequate reserves are
being maintained in accordance with GAAP. No Credit Party is aware as of the
Closing Date of any proposed tax assessments against it or any Consolidated
Party.

        6.10    COMPLIANCE WITH LAW.

        Each Consolidated Party is in compliance with all Requirements of Law
and all other laws, rules, regulations, orders and decrees (including without
limitation Environmental Laws) applicable to it, or to its properties, unless
such failure to comply could not reasonably be expected to have a Material
Adverse Effect.

        6.11    ERISA.

                (a)     Except as could not reasonably be expected to have a
        Material Adverse Effect, during the five-year period prior to the date
        on which this representation is made or deemed made: (i) no ERISA Event
        has occurred, and, to the best knowledge of the Credit Parties, no event
        or condition has occurred or exists as a result of which any ERISA Event
        could reasonably be expected

                                       47

<PAGE>


        to occur, with respect to any Plan; (ii) no "accumulated funding
        deficiency," as such term is defined in Section 302 of ERISA and Section
        412 of the Code, whether or not waived, has occurred with respect to any
        Plan; (iii) each Plan has been maintained, operated, and funded in
        compliance with its own terms and in material compliance with the
        provisions of ERISA, the Code, and any other applicable federal or state
        laws; and (iv) no lien in favor of the PBGC or a Plan has arisen or is
        reasonably likely to arise on account of any Plan.

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

                (c)     Neither any Consolidated Party nor any ERISA Affiliate
        has incurred, or, to the best knowledge of the Credit Parties, could be
        reasonably expected to incur, any withdrawal liability under ERISA to
        any Multiemployer Plan or Multiple Employer Plan. Neither any
        Consolidated Party nor any ERISA Affiliate would become subject to any
        withdrawal liability under ERISA if any Consolidated Party or any ERISA
        Affiliate were to withdraw completely from all Multiemployer Plans and
        Multiple Employer Plans as of the valuation date most closely preceding
        the date on which this representation is made or deemed made. Neither
        any Consolidated Party nor any ERISA Affiliate has received any
        notification that any Multiemployer Plan is in reorganization (within
        the meaning of Section 4241 of ERISA), is insolvent (within the meaning
        of Section 4245 of ERISA), or has been terminated (within the meaning of
        Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge
        of the Credit Parties, reasonably expected to be in reorganization,
        insolvent, or terminated.

                (d)     No prohibited transaction (within the meaning of Section
        406 of ERISA or Section 4975 of the Code) or breach of fiduciary
        responsibility has occurred with respect to a Plan which has subjected
        or may subject any Consolidated Party or any ERISA Affiliate to any
        liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section
        4975 of the Code, or under any agreement or other instrument pursuant to
        which any Consolidated Party or any ERISA Affiliate has agreed or is
        required to indemnify any Person against any such liability.

                (e)     Neither any Consolidated Party nor any ERISA Affiliates
        has any material liability with respect to "expected post-retirement
        benefit obligations" within the meaning of the Financial Accounting
        Standards Board Statement 106. Each Plan which is a welfare plan (as
        defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and
        Section 4980B of the Code apply has been administered in compliance in
        all material respects of such sections.

                (f)     Neither the execution and delivery of this Credit
        Agreement nor the consummation of the financing transactions
        contemplated thereunder will involve any transaction which is subject to
        the prohibitions of Sections 404, 406 or 407 of ERISA or in connection
        with which a tax could be imposed pursuant to Section 4975 of the Code.
        The representation by the Credit Parties in the preceding sentence is
        made in reliance upon and subject to the accuracy of the Lenders'
        representation in Section 11.15 with respect to their source of funds
        and is subject, in the event that the source of the funds used by the
        Lenders in connection with this transaction is an insurance company's
        general asset account, to the application of Prohibited Transaction
        Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the
        regulations issued under Section 401(c)(1)(A) of ERISA, or the issuance
        of any other prohibited transaction exemption or similar relief, to the
        effect that assets in an insurance company's general asset account do
        not

                                       48

<PAGE>


        constitute assets of an "employee benefit plan" within the meaning of
        Section 3(3) of ERISA of a "plan" within the meaning of Section
        4975(e)(1) of the Code.

        6.12    SUBSIDIARIES.

        Set forth on SCHEDULE 6.12 is a complete and accurate list of all
Subsidiaries of each Consolidated Party. Information on SCHEDULE 6.12 includes
jurisdiction of incorporation and the percentage of outstanding shares of each
class owned (directly or indirectly) by such Credit Party. The outstanding
Capital Stock of all such Subsidiaries is validly issued, fully paid and
non-assessable and is owned by each such Consolidated Party, directly or
indirectly, free and clear of all Liens.

        6.13    GOVERNMENTAL REGULATIONS, ETC.

                (a)     No part of the Letters of Credit or proceeds of the
        Loans will be used, directly or indirectly, in a manner that would
        constitute a violation of Regulation T, Regulation U or Regulation X.
        "Margin stock" within the meaning of Regulation U does not constitute
        more than 25% of the value of the consolidated assets of the
        Consolidated Parties. None of the transactions contemplated by this
        Credit Agreement (including, without limitation, the direct or indirect
        use of the proceeds of the Loans) will violate or result in a violation
        of the Securities Act of 1933, as amended, or the Securities Exchange
        Act of 1934, as amended, or regulations issued pursuant thereto, or
        Regulation T, U or X. If requested by any Lender or the Administrative
        Agent, the Borrower will furnish to the Administrative Agent and each
        Lender a statement to the effect of the foregoing sentences in
        conformity with the requirements of FR Form U-1 referred to in
        Regulation U.

                (b)     No Consolidated Party is subject to regulation under the
        Public Utility Holding Company Act of 1935, the Federal Power Act or the
        Investment Company Act of 1940, each as amended. In addition, no
        Consolidated Party is an "investment company" registered or required to
        be registered under the Investment Company Act of 1940, as amended, and
        is not controlled by such a company.

                (c)     No director, executive officer or principal shareholder
        of any Consolidated Party is a director, executive officer or principal
        shareholder of any Lender. For the purposes hereof the terms "director",
        "executive officer" and "principal shareholder" (when used with
        reference to any Lender) have the respective meanings assigned thereto
        in Regulation O issued by the Board of Governors of the Federal Reserve
        System.

                (d)     Each Consolidated Party has obtained and holds in full
        force and effect, all franchises, licenses, permits, certificates,
        authorizations, qualifications, accreditations, easements, rights of way
        and other rights, consents and approvals which are necessary for the
        ownership of its respective Property and to the conduct of its
        respective businesses as presently conducted except where failure to do
        so could not reasonably be expected to have a Material Adverse Effect.

                (e)     No Consolidated Party is in violation of any applicable
        statute, regulation or ordinance of the United States of America, or of
        any state, city, town, municipality, county or any other jurisdiction,
        or of any agency thereof (including without limitation, environmental
        laws and regulations), which violation could reasonably be expected to
        have a Material Adverse Effect.

                (f)     Each Consolidated Party is current with all reports and
        documents, if any, required to be filed with any state or federal
        securities commission or similar securities agency and is in full
        compliance in all respects with all applicable rules and regulations of
        such commissions except where failure to do so would not reasonably be
        expected to have a Material Adverse Effect.

                                       49

<PAGE>


        6.14    PURPOSE OF LOANS AND LETTERS OF CREDIT.

        The proceeds of the Loans hereunder shall be used solely by the Borrower
(i) for working capital, (ii) for general corporate purposes (including, without
limitation, the repurchase by the Borrower of Capital Stock of the Borrower and
the payment of cash dividends), (iii) to make capital expenditures and (iv) to
refinance existing Indebtedness of the Borrower. The Letters of Credit shall be
used only for or in connection with appeal bonds, reimbursement obligations
arising in connection with surety and reclamation bonds, reinsurance, domestic
or international trade transactions and obligations not otherwise aforementioned
relating to transactions entered into by the applicable account party in the
ordinary course of business.

        6.15    ENVIRONMENTAL MATTERS.

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

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

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

                (c)     No Consolidated Party has received any written or verbal
        notice of, or inquiry from any Governmental Authority regarding, any
        violation, alleged violation, non-compliance, liability or potential
        liability regarding environmental matters or compliance with
        Environmental Laws with regard to any of the Properties or the
        Businesses, nor does any Consolidated Party have knowledge or reason to
        believe that any such notice will be received or is being threatened.

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

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

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

                                       50

<PAGE>


        6.16    INTELLECTUAL PROPERTY.

        Each Consolidated Party owns, or has the legal right to use, all
trademarks, tradenames, copyrights, technology, know-how and processes (the
"INTELLECTUAL PROPERTY") necessary for each of them to conduct its business as
currently conducted except for those the failure to own or have such legal right
to use could not reasonably be expected to have a Material Adverse Effect. No
claim has been asserted and is pending by any Person challenging or questioning
the use of any such Intellectual Property or the validity or effectiveness of
any such Intellectual Property, nor does any Credit Party know of any such
claim, and to the Credit Parties' knowledge the use of such Intellectual
Property by any Consolidated Party does not infringe on the rights of any
Person, except for such claims and infringements that, in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.

        6.17    SOLVENCY.

        Each Consolidated Party is and, after consummation of the transactions
contemplated by this Credit Agreement, will be Solvent.

        6.18    INVESTMENTS.

        All Investments of each Consolidated Party are Permitted Investments.

        6.19    DISCLOSURE.

        Neither this Credit Agreement nor any financial statements delivered to
the Lenders nor any other document, certificate or statement furnished to the
Lenders by or on behalf of any Consolidated Party in connection with the
transactions contemplated hereby contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained therein or herein not misleading.

        6.20    NO BURDENSOME RESTRICTIONS.

        No Consolidated Party is a party to any agreement or instrument or
subject to any other obligation or any charter or corporate restriction or any
provision of any applicable law, rule or regulation which, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.

        6.21    BROKERS' FEES.

        None of the Borrower or any of its Subsidiaries has any obligation to
any Person in respect of any finder's, broker's, investment banking or other
similar fee in connection with any of the transactions contemplated under the
Credit Documents.

        6.22    LABOR MATTERS.

        (a)     Except as set forth on SCHEDULE 6.22, there are no collective
bargaining agreements or Multiemployer Plans covering the employees of a
Consolidated Party, and (b) none of the Consolidated Parties (i) has suffered
any strikes, walkouts, work stoppages or other material labor difficulty that
could reasonably be expected to have a Material Adverse Effect within the last
five years, or (ii) has knowledge of any potential or pending strike, walkout or
work stoppage that could reasonably be expected to have a Material Adverse
Effect.

                                       51

<PAGE>


                                    SECTION 7

                              AFFIRMATIVE COVENANTS
                              ---------------------

        Each Credit Party hereby covenants and agrees that, so long as this
Credit Agreement is in effect or any amounts payable hereunder or under any
other Credit Document shall remain outstanding, and until all of the Commitments
hereunder shall have terminated:

        7.1     FINANCIAL STATEMENTS.

        The Credit Parties will furnish, or cause to be furnished, to the
Administrative Agent and each of the Lenders:

                (a)     ANNUAL FINANCIAL STATEMENTS. As soon as available, and
        in any event within 90 days after the close of each fiscal year of the
        Consolidated Parties, the consolidated and consolidating balance sheet
        and income statement of the Consolidated Parties, as of the end of such
        fiscal year, together with related consolidated and consolidating
        statements of operations and retained earnings and of cash flows for
        such fiscal year, setting forth in comparative form consolidated and
        consolidating figures for the preceding fiscal year, all such financial
        information described above to be in reasonable form and detail and
        audited by independent certified public accountants of recognized
        national standing reasonably acceptable to the Administrative Agent and
        whose opinion shall be to the effect that such financial statements have
        been prepared in accordance with GAAP (except for changes with which
        such accountants concur) and shall not be limited as to the scope of the
        audit or qualified in any manner.

                (b)     QUARTERLY FINANCIAL STATEMENTS. As soon as available,
        and in any event within 45 days after the close of each fiscal quarter
        of the Consolidated Parties (other than the fourth fiscal quarter, in
        which case 90 days after the end thereof) a consolidated and
        consolidating balance sheet and income statement of the Consolidated
        Parties, as of the end of such fiscal quarter, together with related
        consolidated and consolidating statements of operations and retained
        earnings and of cash flows for such fiscal quarter, in each case setting
        forth in comparative form consolidated and consolidating figures for the
        corresponding period of the preceding fiscal year, all such financial
        information described above to be in reasonable form and detail and
        reasonably acceptable to the Administrative Agent, and accompanied by a
        certificate of the chief financial officer of the Borrower to the effect
        that such quarterly financial statements fairly present in all material
        respects the financial condition of the Consolidated Parties and have
        been prepared in accordance with GAAP, subject to changes resulting from
        audit and normal year-end audit adjustments.

                (c)     OFFICER'S CERTIFICATE. At the time of delivery of the
        financial statements provided for in Sections 7.1(a) and 7.1(b) above, a
        certificate of the chief financial officer of the Borrower substantially
        in the form of EXHIBIT 7.1(C), (i) demonstrating compliance with the
        financial covenants contained in Section 7.11 by calculation thereof as
        of the end of each such fiscal period and (ii) stating that no Default
        or Event of Default exists, or if any Default or Event of Default does
        exist, specifying the nature and extent thereof and what action the
        Credit Parties propose to take with respect thereto.

                (d)     ACCOUNTANT'S CERTIFICATE. Within the period for delivery
        of the annual financial statements provided in Section 7.1(a), a
        certificate of the accountants conducting the annual audit stating that
        they have reviewed this Credit Agreement and stating further whether, in
        the course of their audit, they have become aware of any Default or
        Event of Default and, if any such Default or Event of Default exists,
        specifying the nature and extent thereof.

                                       52

<PAGE>


                (e)     AUDITOR'S REPORTS. Promptly upon receipt thereof, a copy
        of any other report or "management letter" submitted by independent
        accountants to any Consolidated Party in connection with any annual,
        interim or special audit of the books of such Person.

                (f)     REPORTS. Promptly upon transmission or receipt thereof,
        (i) copies of any filings and registrations with, and reports to or
        from, the Securities and Exchange Commission, or any successor agency,
        and copies of all financial statements, proxy statements, notices and
        reports as any Consolidated Party shall send to its shareholders or to a
        holder of any Indebtedness owed by any Consolidated Party in its
        capacity as such a holder and (ii) upon the request of the
        Administrative Agent, all reports and written information to and from
        the United States Environmental Protection Agency, or any state or local
        agency responsible for environmental matters, the United States
        Occupational Health and Safety Administration, or any state or local
        agency responsible for health and safety matters, or any successor
        agencies or authorities concerning environmental, health or safety
        matters.

                (g)     NOTICES. Upon obtaining knowledge thereof, the Credit
        Parties will give written notice to the Administrative Agent immediately
        of (i) the occurrence of an event or condition consisting of a Default
        or Event of Default, specifying the nature and existence thereof and
        what action the Credit Parties propose to take with respect thereto, and
        (ii) the occurrence of any of the following with respect to any
        Consolidated Party (A) the pendency or commencement of any litigation,
        arbitral or governmental proceeding against such Person which if
        adversely determined is likely to have a Material Adverse Effect, (B)
        the institution of any proceedings against such Person with respect to,
        or the receipt of notice by such Person of potential liability or
        responsibility for violation, or alleged violation of any federal, state
        or local law, rule or regulation, including but not limited to,
        Environmental Laws, the violation of which could reasonably be expected
        to have a Material Adverse Effect, or (C) any notice or determination
        concerning the imposition of any withdrawal liability by a Multiemployer
        Plan against such Person or any ERISA Affiliate, the determination that
        a Multiemployer Plan is, or is expected to be, in reorganization within
        the meaning of Title IV of ERISA or the termination of any Plan.

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

                                       53

<PAGE>


                (i)     OTHER INFORMATION. With reasonable promptness upon any
        such request, such other information regarding the business, properties
        or financial condition of any Consolidated Party as the Administrative
        Agent or the Required Lenders may reasonably request.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Arranger will make available to the Lenders and the Issuing Lender materials
and/or information provided by or on behalf of the Borrower hereunder
(collectively, "BORROWER MATERIALS") by posting the Borrower Materials on
IntraLinks or another similar electronic system (the "PLATFORM") and (b) certain
of the Lenders (each, a "Public Lender") may have personnel who do not wish to
receive material non-public information with respect to the Borrower or its
Affiliates, or the respective securities of any of the foregoing, and who may be
engaged in investment and other market-related activities with respect to such
Persons' securities. The Borrower hereby agrees that (w) all Borrower Materials
that are to be made available to Public Lenders shall be clearly and
conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word
"PUBLIC" shall appear prominently on the first page thereof; (x) by marking
Borrower Materials "PUBLIC," the Borrower shall be deemed to have authorized the
Administrative Agent, the Arranger, the Issuing Lender and the Lenders to treat
such Borrower Materials as not containing any material non-public information
with respect to the Borrower or its securities for purposes of United States
Federal and state securities laws (PROVIDED, HOWEVER, that to the extent such
Borrower Materials contain confidential information, they shall be treated as
set forth in Section 11.14); (y) all Borrower Materials marked "PUBLIC" are
permitted to be made available through a portion of the Platform designated
"Public Investor;" and (z) the Administrative Agent and the Arranger shall be
entitled to treat any Borrower Materials that are not marked "PUBLIC" as being
suitable only for posting on a portion of the Platform not designated "Public
Investor."

        7.2     PRESERVATION OF EXISTENCE AND FRANCHISES.

        Each Credit Party will, and will cause each of its Subsidiaries to, do
all things necessary to preserve and keep in full force and effect its
existence, rights, franchises and authority except where failure to do so could
not reasonably be expected to have a Material Adverse Effect.

        7.3     BOOKS AND RECORDS.

        Each Credit Party will, and will cause each of its Subsidiaries to, keep
complete and accurate books and records of its transactions in accordance with
good accounting practices on the basis of GAAP (including the establishment and
maintenance of appropriate reserves).

        7.4     COMPLIANCE WITH LAW.

        Each Credit Party will, and will cause each of its Subsidiaries to,
comply with all laws, rules, regulations and orders, and all applicable
restrictions imposed by all Governmental Authorities, applicable to it and its
Property if noncompliance with any such law, rule, regulation, order or
restriction could reasonably be expected to have a Material Adverse Effect.

        7.5     PAYMENT OF TAXES AND OTHER INDEBTEDNESS.

        Each Credit Party will, and will cause each of its Subsidiaries to, pay
and discharge (a) all taxes, assessments and governmental charges or levies
imposed upon it, or upon its income or profits, or upon any of its properties,
before they shall become delinquent, (b) all lawful claims (including claims for
labor, materials and supplies) which, if unpaid, might give rise to a Lien upon
any of its properties, and (c) except as prohibited hereunder, all of its other
Indebtedness as it shall become due; PROVIDED, HOWEVER, that no

                                       54

<PAGE>


Consolidated Party shall be required to pay any such tax, assessment, charge,
levy, claim or Indebtedness which is being contested in good faith by
appropriate proceedings and as to which adequate reserves therefor have been
established in accordance with GAAP, unless the failure to make any such payment
(i) could reasonably be expected to give rise to an immediate right to foreclose
on a Lien securing such amounts or (ii) could reasonably be expected to have a
Material Adverse Effect.

        7.6     INSURANCE.

        Each Credit Party will, and will cause each of its Subsidiaries to, at
all times maintain in full force and effect insurance (including worker's
compensation insurance, liability insurance, casualty insurance and business
interruption insurance) in such amounts, covering such risks and liabilities and
with such deductibles or self-insurance retentions as are in accordance with
normal industry practice.

        7.7     MAINTENANCE OF PROPERTY.

        Each Credit Party will, and will cause each of its Subsidiaries to,
maintain and preserve its properties and equipment material to the conduct of
its business in good repair, working order and condition, normal wear and tear
and casualty and condemnation excepted, and will make, or cause to be made, in
such properties and equipment from time to time all repairs, renewals,
replacements, extensions, additions, betterments and improvements thereto as may
be needed or proper, to the extent and in the manner customary for companies in
similar businesses except where failure to do so could not reasonably be
expected to have a Material Adverse Effect.

        7.8     PERFORMANCE OF OBLIGATIONS.

        Each Credit Party will, and will cause each of its Subsidiaries to,
perform in all material respects all of its obligations under the terms of all
material agreements, indentures, mortgages, security agreements or other debt
instruments to which it is a party or by which it is bound.

        7.9     USE OF PROCEEDS.

        The Borrower will use the proceeds of the Loans and will use the Letters
of Credit solely for the purposes set forth in Section 6.14.

        7.10    AUDITS/INSPECTIONS.

        Upon reasonable notice and during normal business hours, each Credit
Party will, and will cause each of its Subsidiaries to, permit representatives
appointed by the Administrative Agent, including, without limitation,
independent accountants, agents, attorneys, and appraisers to visit and inspect
its property, including its books and records, its accounts receivable and
inventory, its facilities and its other business assets, and to make photocopies
or photographs thereof and to write down and record any information such
representative obtains and shall permit the Administrative Agent or its
representatives to investigate and verify the accuracy of information provided
to the Lenders and to discuss all such matters with the officers, employees and
representatives of such Person.

        7.11    FINANCIAL COVENANTS.

                (a)     FIXED CHARGE COVERAGE RATIO. The Fixed Charge Coverage
        Ratio, as of the last day of each fiscal quarter of the Borrower, shall
        be greater than or equal to 2.00 to 1.0.

                                       55

<PAGE>


                (b)     LEVERAGE RATIO. The Leverage Ratio, as of the last day
        of each fiscal quarter of the Borrower, shall be less than or equal to
        4.00 to 1.0.

        7.12    ADDITIONAL CREDIT PARTIES.

        As soon as practicable and in any event within 30 days after any Person
becomes a Subsidiary of any Credit Party, the Borrower shall provide the
Administrative Agent with written notice thereof setting forth information in
reasonable detail describing all of the assets of such Person and shall if such
Person is a Domestic Subsidiary of a Credit Party, cause such Person to execute
a Joinder Agreement in substantially the same form as EXHIBIT 7.12 and cause
such Person to deliver such other documentation as the Administrative Agent may
reasonably request in connection with the foregoing, including, without
limitation, certified resolutions and other organizational and authorizing
documents of such Person, and favorable opinions of counsel to such Person all
in form, content and scope reasonably satisfactory to the Administrative Agent.

        7.13    ENVIRONMENTAL LAWS.

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

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

                (c)     The Consolidated Parties shall defend, indemnify and
        hold harmless the Administrative Agent and the Lenders, and their
        respective employees, agents, officers and directors, from and against
        any and all claims, demands, penalties, fines, liabilities, settlements,
        damages, costs and expenses of whatever kind or nature known or unknown,
        contingent or otherwise, arising out of, or in any way relating to the
        violation of, noncompliance with or liability under, any Environmental
        Law applicable to the operations of the Borrower or any of its
        Subsidiaries or the Properties, or any orders, requirements or demands
        of Governmental Authorities related thereto, including, without
        limitation, reasonable attorney's and consultant's fees, investigation
        and laboratory fees, response costs, court costs and litigation
        expenses, except to the extent that any of the foregoing arise out of
        the gross negligence or willful misconduct of the party seeking
        indemnification therefor. The agreements in this paragraph shall survive
        repayment of the Loans and all other amounts payable hereunder, and
        termination of the Commitments.

                                       56

<PAGE>


                                    SECTION 8

                               NEGATIVE COVENANTS
                               ------------------

        Each Credit Party hereby covenants and agrees that, so long as this
Credit Agreement is in effect or any amounts payable hereunder or under any
other Credit Document shall remain outstanding, and until all of the Commitments
hereunder shall have terminated:

        8.1     INDEBTEDNESS.

        The Credit Parties will not permit any of their Subsidiaries to
contract, create, incur, assume or permit to exist any Indebtedness, except:

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

                (b)     purchase money Indebtedness (including obligations in
        respect of Capital Leases) hereafter incurred to finance the purchase of
        fixed assets PROVIDED that (i) the total of all such Indebtedness,
        together with all such Indebtedness of the Borrower secured by Liens
        permitted by clause (vi) of the definition of "Permitted Liens", shall
        not exceed an aggregate principal amount of $20,000,000 at any one time
        outstanding; (ii) such Indebtedness when incurred shall not exceed the
        purchase price of the asset(s) financed; and (iii) no such Indebtedness
        shall be refinanced for a principal amount in excess of the principal
        balance outstanding thereon at the time of such refinancing;

                (c)     Indebtedness set forth in SCHEDULE 8.1 and any renewals,
        refinancings or extensions thereof (without increasing the amount
        thereof);

                (d)     obligations in respect of Hedging Agreements entered
        into in order to manage existing or anticipated interest rate or
        exchange rate risks and not for speculative purposes;

                (e)     intercompany Indebtedness arising out of loans, advances
        and Guaranty Obligations permitted under Section 8.6;

                (f)     other Indebtedness, PROVIDED that the aggregate
        outstanding principal amount of such Indebtedness shall not exceed the
        difference between (i) 10% of Consolidated Tangible Assets MINUS (ii)
        the aggregate outstanding principal amount of Indebtedness of the
        Borrower secured by Liens permitted by clause (xiii) of the definition
        of Permitted Liens; and

                (g)     Indebtedness in respect of Sale and Leaseback
        Transactions permitted by Section 8.13.

        8.2     LIENS.

        The Credit Parties will not permit any Consolidated Party to contract,
create, incur, assume or permit to exist any Lien with respect to any of its
Property, whether now owned or after acquired, except for Permitted Liens.

        8.3     NATURE OF BUSINESS.

        The Credit Parties will not permit the Consolidated Parties taken as a
whole to substantively alter the character or conduct of the business conducted
by such Person as of the Closing Date.

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        8.4     CONSOLIDATION, MERGER, DISSOLUTION, ETC.

        The Credit Parties will not permit any Consolidated Party to enter into
any transaction of merger or consolidation or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution); PROVIDED that,
notwithstanding the foregoing provisions of this Section 8.4, (a) the Borrower
may merge or consolidate with any of its Subsidiaries PROVIDED that (i) the
Borrower shall be the continuing or surviving corporation and (ii) after giving
effect to such transaction, no Default or Event of Default exists, (b) any
Credit Party other than the Borrower may merge or consolidate with any other
Credit Party other than the Borrower PROVIDED that after giving effect to such
transaction, no Default or Event of Default exists, (c) any Consolidated Party
which is not a Credit Party may be merged or consolidated with or into any
Credit Party PROVIDED that (i) such Credit Party shall be the continuing or
surviving corporation and (ii) after giving effect to such transaction, no
Default or Event of Default exists, and (d) any Consolidated Party which is not
a Credit Party may be merged or consolidated with or into any other Consolidated
Party which is not a Credit Party PROVIDED that, after giving effect to such
transaction, no Default or Event of Default exists.

        8.5     ASSET DISPOSITIONS.

        The Credit Parties will not permit any Consolidated Party to sell,
lease, transfer or otherwise dispose of any Property other than (a) the sale of
inventory in the ordinary course of business for fair consideration, (b) the
sale or disposition of machinery and equipment no longer used or useful in the
conduct of such Person's business, (c) the sale, lease, transfer or other
disposition of Property to any Credit Party in the ordinary course of business
and (d) other sales of assets of the Consolidated Parties (including pursuant to
Sale and Leaseback Transactions) having a net book value not to exceed
$100,000,000 in the aggregate during the term of this Credit Agreement.

        8.6     INVESTMENTS.

        The Credit Parties will not permit any Consolidated Party to make
Investments in or to any Person, except for Permitted Investments.

        8.7     RESTRICTED PAYMENTS.

        The Credit Parties will not permit any Consolidated Party to, directly
or indirectly, declare, order, make or set apart any sum for or pay any
Restricted Payment, except (a) to make dividends payable solely in the same
class of Capital Stock of such Person, (b) to make dividends or other
distributions payable to the Borrower (directly or indirectly through
Subsidiaries) and (c) repurchases of the Borrower's Capital Stock, so long as
(i) the Leverage Ratio is less than 3.5 to 1.0 as of the fiscal quarter end
immediately preceding any such repurchase and (ii) no Default or Event of
Default shall exist immediately prior to or after giving effect to such
repurchase.

        8.8     PREPAYMENTS OF INDEBTEDNESS, ETC.

        If any Default or Event of Default exists, the Credit Parties will not
permit any Consolidated Party to (a) after the issuance thereof, amend or modify
(or permit the amendment or modification of) any of the terms of any
Indebtedness if such amendment or modification would add or change any terms in
a manner adverse to the issuer of such Indebtedness, or shorten the final
maturity or average life to maturity or require any payment to be made sooner
than originally scheduled or increase the interest rate applicable thereto or
change any subordination provision thereof, or (b) make (or give any notice with
respect thereto) any voluntary or optional payment or prepayment or redemption
or acquisition for value of (including without limitation, by

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way of depositing money or securities with the trustee with respect thereto
before due for the purpose of paying when due), refund, refinance or exchange of
any other Indebtedness.

        8.9     TRANSACTIONS WITH AFFILIATES.

        Except as set forth on SCHEDULE 8.9, the Credit Parties will not permit
any Consolidated Party to enter into or permit to exist any transaction or
series of transactions with any officer, director, shareholder, Subsidiary or
Affiliate of such Person other than (a) normal compensation and reimbursement of
expenses of officers and directors and (b) except as otherwise specifically
limited in this Credit Agreement, other transactions which are entered into in
the ordinary course of such Person's business on terms and conditions
substantially as favorable to such Person as would be obtainable by it in a
comparable arms-length transaction with a Person other than an officer,
director, shareholder, Subsidiary or Affiliate.

        8.10    FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.

        The Credit Parties will not permit any Consolidated Party to (a) change
its fiscal year or (b) amend, modify or change its articles of incorporation (or
corporate charter or other similar organizational document) or bylaws (or other
similar document) in a manner that would adversely affect the rights of the
Lenders.

        8.11    LIMITATION ON RESTRICTED ACTIONS.

        The Credit Parties will not permit any Consolidated Party to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any such Person to (a) pay
dividends or make any other distributions to any Credit Party on its Capital
Stock or with respect to any other interest or participation in, or measured by,
its profits, (b) pay any Indebtedness or other obligation owed to any Credit
Party, (c) make loans or advances to any Credit Party, (d) sell, lease or
transfer any of its properties or assets to any Credit Party, or (e) act as a
Guarantor and pledge its assets pursuant to the Credit Documents or any
renewals, refinancings, exchanges, refundings or extension thereof, except (in
respect of any of the matters referred to in clauses (a)-(d) above) for such
encumbrances or restrictions existing under or by reason of (i) this Credit
Agreement and the other Credit Documents, (ii) applicable law or (iii) any
document or instrument governing purchase money Indebtedness (including Capital
Leases) permitted by this Credit Agreement, PROVIDED that any such restriction
contained therein relates only to the asset or assets constructed or acquired in
connection therewith.

        8.12    OWNERSHIP OF SUBSIDIARIES.

        Notwithstanding any other provisions of this Credit Agreement to the
contrary, the Credit Parties will not permit any Consolidated Party to (i)
permit any Person (other than the Borrower or any Wholly-Owned Subsidiary of the
Borrower) to own any Capital Stock of any Subsidiary of the Borrower, (ii)
permit any Subsidiary of the Borrower to issue Capital Stock (except to the
Borrower or to a Wholly-Owned Subsidiary of the Borrower), (iii) permit, create,
incur, assume or suffer to exist any Lien thereon, in each case except (A) to
qualify directors where required by applicable law or to satisfy other
requirements of applicable law with respect to the ownership of Capital Stock of
Foreign Subsidiaries or (B) for Permitted Liens and (iv) notwithstanding
anything to the contrary contained in clause (ii) above, permit any Subsidiary
of the Borrower to issue any shares of preferred Capital Stock.

        8.13    SALE LEASEBACKS.

        The Credit Parties will not permit any Consolidated Party to enter into
any Sale and Leaseback Transactions except as permitted by Section 8.5(d).

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        8.14    NO FURTHER NEGATIVE PLEDGES.

        The Credit Parties will not permit any Consolidated Party to enter into,
assume or become subject to any agreement prohibiting or otherwise restricting
the creation or assumption of any Lien upon its properties or assets, whether
now owned or hereafter acquired, or requiring the grant of any security for such
obligation if security is given for some other obligation, except (a) pursuant
to this Credit Agreement and the other Credit Documents or (b) pursuant to any
document or instrument governing purchase money Indebtedness (including Capital
Leases) permitted by this Credit Agreement, PROVIDED that any such restriction
contained therein relates only to the asset or assets constructed or acquired in
connection therewith.

                                    SECTION 9

                                EVENTS OF DEFAULT
                                -----------------

        9.1     EVENTS OF DEFAULT.

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

                (a)     PAYMENT. Any Credit Party shall

                        (i)     default in the payment when due of any principal
                of any of the Loans or of any reimbursement obligations arising
                from drawings under Letters of Credit, or

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

                (b)     REPRESENTATIONS. Any representation, warranty or
        statement made or deemed to be made by any Credit Party herein, in any
        of the other Credit Documents, or in any statement or certificate
        delivered or required to be delivered pursuant hereto or thereto shall
        prove untrue in any material respect on the date as of which it was
        deemed to have been made; or

                (c)     COVENANTS. Any Credit Party shall

                        (i)     default in the due performance or observance of
                any term, covenant or agreement contained in Sections 7.2, 7.4,
                7.9, 7.11, 7.12 or Section 8;

                        (ii)    default in the due performance or observance of
                any term, covenant or agreement contained in Sections 7.1(a),
                (b), (c) or (d) and such default shall continue unremedied for a
                period of at least 5 days after the earlier of a responsible
                officer of a Credit Party becoming aware of such default or
                notice thereof by the Administrative Agent; or

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

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                (d)     OTHER CREDIT DOCUMENTS. (i) Any Credit Party shall
        default in the due performance or observance of any term, covenant or
        agreement in any of the other Credit Documents (subject to applicable
        grace or cure periods, if any), or (ii) except as a result of or in
        connection with a merger of a Subsidiary permitted under Section 8.4,
        any Credit Document shall fail to be in full force and effect or to give
        the Administrative Agent and/or the Lenders the rights, powers and
        privileges purported to be created thereby, or any Credit Party shall so
        state in writing; or

                (e)     GUARANTIES. Except as the result of or in connection
        with a merger of a Subsidiary permitted under Section 8.4, the guaranty
        given by any Guarantor hereunder (including any Additional Credit Party)
        or any provision thereof shall cease to be in full force and effect, or
        any Guarantor (including any Additional Credit Party) hereunder or any
        Person acting by or on behalf of such Guarantor shall deny or disaffirm
        such Guarantor's obligations under such guaranty, or any Guarantor shall
        default in the due performance or observance of any term, covenant or
        agreement on its part to be performed or observed pursuant to any
        guaranty; or

                (f)     BANKRUPTCY, ETC. Any Bankruptcy Event shall occur with
        respect to any Consolidated Party; or

                (g)     DEFAULTS UNDER OTHER AGREEMENTS.

                        (i)     Any Consolidated Party shall default in the
                performance or observance (beyond the applicable grace period
                with respect thereto, if any) of any material obligation or
                condition of any contract or lease material to the Consolidated
                Parties, taken as a whole; or

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

                (h)     JUDGMENTS. One or more judgments or decrees shall be
        entered against one or more of the Consolidated Parties involving a
        liability of $5,000,000 or more in the aggregate (to the extent not paid
        or fully covered by insurance provided by a carrier who has acknowledged
        coverage and has the ability to perform) and any such judgments or
        decrees shall not have been vacated, discharged or stayed or bonded
        pending appeal within 30 days from the entry thereof; or

                (i)     ERISA. Any of the following events or conditions, if
        such event or condition could have a Material Adverse Effect: (i) any
        "accumulated funding deficiency," as such term is defined in Section 302
        of ERISA and Section 412 of the Code, whether or not waived, shall exist
        with respect to any Plan, or any lien shall arise on the assets of any
        Consolidated Party or any ERISA Affiliate in favor of the PBGC or a
        Plan; (ii) an ERISA Event shall occur with respect to a Single Employer
        Plan, which is, in the reasonable opinion of the Administrative Agent,
        likely to result in the

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        termination of such Plan for purposes of Title IV of ERISA; (iii) an
        ERISA Event shall occur with respect to a Multiemployer Plan or Multiple
        Employer Plan, which is, in the reasonable opinion of the Administrative
        Agent, likely to result in (A) the termination of such Plan for purposes
        of Title IV of ERISA, or (B) any Consolidated Party or any ERISA
        Affiliate incurring any liability in connection with a withdrawal from,
        reorganization of (within the meaning of Section 4241 of ERISA), or
        insolvency or (within the meaning of Section 4245 of ERISA) such Plan;
        or (iv) any prohibited transaction (within the meaning of Section 406 of
        ERISA or Section 4975 of the Code) or breach of fiduciary responsibility
        shall occur which may subject any Consolidated Party or any ERISA
        Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of
        ERISA or Section 4975 of the Code, or under any agreement or other
        instrument pursuant to which any Consolidated Party or any ERISA
        Affiliate has agreed or is required to indemnify any person against any
        such liability; or

                (j)     INVALIDITY OF CREDIT DOCUMENTS. Any provision of any
        Credit Document, at any time after its execution and delivery and for
        any reason other than as expressly permitted hereunder or thereunder or
        satisfaction in full of all the Obligations, ceases to be in full force
        and effect; or any Credit Party or any other Person contests in any
        manner the validity or enforceability of any provision of any Credit
        Document; or any Credit Party denies that it has any or further
        liability or obligation under any Credit Document, or purports to
        revoke, terminate, or rescind any provision of any Credit Document; or

                (k)     OWNERSHIP. There shall occur a Change of Control.

        9.2     ACCELERATION; REMEDIES.

        Upon the occurrence of an Event of Default, and at any time thereafter
unless and until such Event of Default has been waived by the requisite Lenders
(pursuant to the voting requirements of Section 11.6) or cured to the
satisfaction of the requisite Lenders (pursuant to the voting procedures in
Section 11.6), the Administrative Agent shall, upon the request and direction of
the Required Lenders, by written notice to the Credit Parties, take any of the
following actions:

                (a)     TERMINATION OF COMMITMENTS. Declare the Commitments
        terminated whereupon the Commitments shall be immediately terminated.

                (b)     ACCELERATION. Declare the unpaid principal of and any
        accrued interest in respect of all Loans, any reimbursement obligations
        arising from drawings under Letters of Credit and any and all other
        indebtedness or obligations of any and every kind owing by the Credit
        Parties to the Administrative Agent and/or any of the Lenders hereunder
        to be due whereupon the same shall be immediately due and payable
        without presentment, demand, protest or other notice of any kind, all of
        which are hereby waived by the Credit Parties.

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

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                (d)     ENFORCEMENT OF RIGHTS. Enforce any and all rights and
        interests created and existing under the Credit Documents including,
        without limitation, all rights and remedies against a Guarantor and all
        rights of set-off.

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

                                   SECTION 10

                                AGENCY PROVISIONS

        10.1    APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

        (a)     Each Lender hereby irrevocably appoints Bank of America to act
on its behalf as the Administrative Agent hereunder and under the other Credit
Documents and authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Credit Agreement and each other Credit
Document and to exercise such powers and perform such duties as are delegated to
it by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto. The provisions of this Section 10 are solely for
the benefit of the Administrative Agent, the Issuing Lender and the Lenders, and
neither the Borrower nor any other Credit Party shall have rights as a third
party beneficiary of any of such provisions.

        10.2    RIGHTS AS A LENDER.

        The Person serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term
"Lender" or "Lenders" shall, unless otherwise expressly indicated or unless the
context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.

        10.3    DELEGATION OF DUTIES.

        The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Credit Document by
or through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties. The exculpatory provisions of this Article shall apply to any such
sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, 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.

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        10.4    EXCULPATORY PROVISIONS.

        The Administrative Agent shall not have any duties or obligations except
those expressly set forth herein and in the other Credit Documents. Without
limiting the generality of the foregoing, the Administrative Agent:

        (a)     shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default or Event of Default has occurred and is
continuing;

        (b)     shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Credit Documents that the
Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or in the other Credit Documents), provided that
the Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Credit Document or applicable law; and

        (c)     shall not, except as expressly set forth herein and in the other
Credit Documents, 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
Affiliates that is communicated to or obtained by the Person serving as 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 (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 11.6 and 9.2) or (ii) in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default or Event of Default unless and
until notice describing such Default or Event of Default is given to the
Administrative Agent by the Borrower, a Lender or the Issuing Lender.

        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 this Credit Agreement or any other Credit 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 or
conditions set forth herein or therein or the occurrence of any Default or Event
of Default, (iv) the validity, enforceability, effectiveness or genuineness of
this Credit Agreement, any other Credit Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Section 5 or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.

        10.5    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 (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person. The Administrative Agent also may rely upon any statement made to
it orally or by telephone and believed by it to have been made by the proper
Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance
of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or the Issuing Lender, the

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Administrative Agent may presume that such condition is satisfactory to such
Lender or the Issuing Lender unless the Administrative Agent shall have received
notice to the contrary from such Lender or the Issuing Lender prior to the
making of such Loan, or the issuance of such Letter of Credit. The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent 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 any such counsel, accountants or experts.

        10.6    RESIGNATION OF ADMINISTRATIVE AGENT.

        The Administrative Agent may at any time give notice of its resignation
to the Lenders, the Issuing Lender and the Borrower. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor, which shall be a bank
with an office in the United States, or an Affiliate of any such bank with an
office in the United States. If no such successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders, appoint a
successor Administrative Agent meeting the qualifications set forth above;
PROVIDED that if the Administrative Agent shall notify the Borrower and the
Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice
and (a) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Credit Documents and (b) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender
directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section. Upon the acceptance
of a successor's appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Credit Documents (if not already discharged
therefrom as provided above in this Section). The fees payable by the Borrower
to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor.
After the retiring Administrative Agent's resignation hereunder and under the
other Credit Documents, the provisions of this Section and Section 11.5 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.

        Any resignation by Bank of America as Administrative Agent pursuant to
this Section shall also constitute its resignation as Issuing Lender and
Swingline Lender. Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, (i) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring
Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender and
Swingline Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Credit Documents, and (iii) the
successor Issuing Lender shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make
other arrangements satisfactory to the retiring Issuing Lender to effectively
assume the obligations of the retiring Issuing Lender with respect to such
Letters of Credit.

        10.7    NON-RELIANCE BY ADMINISTRATIVE AGENT AND OTHER LENDERS.

        Each Lender acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender or any of their Related
Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Credit
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon

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the Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Credit Agreement, any other Credit Document or any
related agreement or any document furnished hereunder or thereunder.

        10.8    NO OTHER DUTIES, ETC.

        Anything herein to the contrary notwithstanding, none of the
bookrunners, arrangers, syndication agents, documentation agents or co-agents
shall have any powers, duties or responsibilities under this Credit Agreement or
any of the other Credit Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or the Issuing Lender hereunder.

        10.9    ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

        In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or any other
judicial proceeding relative to any Credit Party, the Administrative Agent
(irrespective of whether the principal of any Loan or LOC Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise

        (a)     to file and prove a claim for the whole amount of the principal
and interest owing and unpaid in respect of the Loans, LOC Obligations and all
other Credit Party Obligations that are owing and unpaid and to file such other
documents as may be necessary or advisable in order to have the claims of the
Lenders and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders and the Administrative Agent under Sections 3.5 and 11.5
allowed in such judicial proceeding; and

        (b)     to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such
payments to the Administrative Agent and in the event that the Administrative
Agent shall consent to the making of such payments directly to the Lenders, to
pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents
and counsel, and any other amounts due the Administrative Agent under Sections
3.5 and 11.5.

        Nothing contained herein shall be deemed to authorize the Administrative
Agent to authorize or consent to or accept or adopt on behalf of any Lender any
plan of reorganization, arrangement, adjustment or composition affecting the
Credit Party Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

        10.10   GUARANTY MATTERS.

        The Lenders irrevocably authorize the Administrative Agent, at its
option and in its discretion, to release any Guarantor from its obligations
hereunder if such Person ceases to be a Subsidiary as a result of a transaction
permitted hereunder. Upon request by the Administrative Agent at any time, the
Required Lenders will confirm in writing the Administrative Agent's authority to
release any Guarantor from its obligations hereunder pursuant to this Section
10.10.

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                                   SECTION 11

                                  MISCELLANEOUS
                                  -------------

        11.1    NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATIONS.

                (a)     NOTICES GENERALLY. Except in the case of notices and
        other communications expressly permitted to be given by telephone (and
        except as provided in subsection (b) below), all notices and other
        communications provided for herein shall be in writing and shall be
        delivered by hand or overnight courier service, mailed by certified or
        registered mail or sent by telecopier as follows, and all notices and
        other communications expressly permitted hereunder to be given by
        telephone shall be made to the applicable telephone number, as follows:

                        (i)     if to the Borrower, the Administrative Agent,
                the Issuing Lender or the Swingline Lender, to the address,
                telecopier number, electronic mail address or telephone number
                specified for such Person on SCHEDULE 11.1; and

                        (ii)    if to any other Lender, to the address,
                telecopier number, electronic mail address or telephone number
                specified in its Administrative Questionnaire.

        Notices sent by hand or overnight courier service, or mailed by
        certified or registered mail, shall be deemed to have been given when
        received; notices sent by telecopier shall be deemed to have been given
        when sent (except that, if not given during normal business hours for
        the recipient, shall be deemed to have been given at the opening of
        business on the next business day for the recipient). Notices delivered
        through electronic communications to the extent provided in subsection
        (b) below, shall be effective as provided in such subsection (b).

                (b)     ELECTRONIC COMMUNICATIONS. Notices and other
        communications to the Lenders and the Issuing Lender hereunder may be
        delivered or furnished by electronic communication (including e mail and
        Internet or intranet websites) pursuant to procedures approved by the
        Administrative Agent, PROVIDED that the foregoing shall not apply to
        notices to any Lender or the Issuing Lender pursuant to Section 2,
        Section 3.3 and Section 3.13 if such Lender or Issuing Lender has
        notified the Administrative Agent that it is incapable of receiving
        notices under such Sections by electronic communication. The
        Administrative Agent or the Borrower (on behalf of itself and the other
        Credit Parties) may, in its discretion, agree to accept notices and
        other communications to it hereunder by electronic communications
        pursuant to procedures approved by it, provided that approval of such
        procedures may be limited to particular notices or communications.

                Unless the Administrative Agent otherwise prescribes, (i)
        notices and other communications sent to an e-mail address shall be
        deemed received upon the sender's receipt of an acknowledgement from the
        intended recipient (such as by the "return receipt requested" function,
        as available, return e-mail or other written acknowledgement), PROVIDED
        that if such notice or other communication is not sent during the normal
        business hours of the recipient, such notice or communication shall be
        deemed to have been sent at the opening of business on the next business
        day for the recipient, and (ii) notices or communications posted to an
        Internet or intranet website shall be deemed received upon the deemed
        receipt by the intended recipient at its e-mail address as described in
        the foregoing clause (i) of notification that such notice or
        communication is available and identifying the website address therefor.

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                (c)     EFFECTIVENESS OF FACSIMILE DOCUMENTS AND SIGNATURES.
        Credit Documents may be transmitted and/or signed by facsimile. The
        effectiveness of any such documents and signatures shall, subject to
        applicable law, have the same force and effect as manually-signed
        originals and shall be binding on all Credit Parties, the Administrative
        Agent and the Lenders. The Administrative Agent may also require that
        any such documents and signatures be confirmed by a manually-signed
        original thereof; PROVIDED, HOWEVER, that the failure to request or
        deliver the same shall not limit the effectiveness of any facsimile
        document or signature.

                (d)     RELIANCE BY ADMINISTRATIVE AGENT, ISSUING LENDER AND
        LENDERS. The Administrative Agent, the Issuing Lender and the Lenders
        shall be entitled to rely and act upon any notices (including telephonic
        Notices of Borrowing and Swingline Loan Requests) purportedly given by
        or on behalf of the Borrower even if (i) such notices were not made in a
        manner specified herein, were incomplete or were not preceded or
        followed by any other form of notice specified herein, or (ii) the terms
        thereof, as understood by the recipient, varied from any confirmation
        thereof. The Borrower shall indemnify the Administrative Agent, the
        Issuing Lender, each Lender and the Related Parties of each of them from
        all losses, costs, expenses and liabilities resulting from the reliance
        by such Person on each notice purportedly given by or on behalf of the
        Borrower. All telephonic notices to and other telephonic communications
        with the Administrative Agent may be recorded by the Administrative
        Agent, and each of the parties hereto hereby consents to such recording.

                (e)     THE PLATFORM. THE PLATFORM IS PROVIDED "AS IS" AND "AS
        AVAILABLE." THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
        ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF
        THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR
        OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS,
        IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS
        FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
        FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY
        IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event
        shall the Administrative Agent or any of its Related Parties
        (collectively, the "AGENT PARTIES") have any liability to the Borrower,
        any Lender, the Issuing Lender or any other Person for losses, claims,
        damages, liabilities or expenses of any kind (whether in tort, contract
        or otherwise) arising out of the Borrower's or the Administrative
        Agent's transmission of Borrower Materials through the Internet, except
        to the extent that such losses, claims, damages, liabilities or expenses
        are determined by a court of competent jurisdiction by a final and
        nonappealable judgment to have resulted from the gross negligence or
        willful misconduct of such Agent Party; PROVIDED, HOWEVER, that in no
        event shall any Agent Party have any liability to the Borrower, any
        Lender, the Issuing Lender or any other Person for indirect, special,
        incidental, consequential or punitive damages (as opposed to direct or
        actual damages).

                (f)     CHANGE OF ADDRESS, ETC. Each of the Borrower, the
        Administrative Agent, the Issuing Lender and the Swingline Lender may
        change its address, telecopier or telephone number for notices and other
        communications hereunder by notice to the other parties hereto. Each
        other Lender may change its address, telecopier or telephone number for
        notices and other communications hereunder by notice to the Borrower,
        the Administrative Agent, the Issuing Lender and the Swingline Lender.
        In addition, each Lender agrees to notify the Administrative Agent from
        time to time to ensure that the Administrative Agent has on record (i)
        an effective address, contact name, telephone number, telecopier number
        and electronic mail address to which notices and other communications
        may be sent and (ii) accurate wire instructions for such Lender.

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        Furthermore, each Public Lender agrees to cause at least one individual
        at or on behalf of such Public Lender to at all times have selected the
        "Private Side Information" or similar designation on the content
        declaration screen of the Platform in order to enable such Public Lender
        or its delegate, in accordance with such Public Lender's compliance
        procedures and applicable law, including United States Federal and state
        securities Laws, to make reference to Borrower Materials that are not
        made available through the "Public Side Information" portion of the
        Platform and that may contain material non-public information with
        respect to the Borrower or its securities for purposes of United States
        Federal or state securities laws.

        11.2    RIGHT OF SET-OFF.

        Upon the occurrence and during the continuance of any Event of Default,
each Lender (and each of its Affiliates) is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender (or any
of its Affiliates) to or for the credit or the account of any Credit Party
against any and all of the obligations of such Person now or hereafter existing
under this Credit Agreement, under the Notes, under any other Credit Document or
otherwise, irrespective of whether such Lender shall have made any demand under
hereunder or thereunder and although such obligations may be unmatured. Each
Lender agrees promptly to notify any affected Credit Party after any such
set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure
to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender under this Section 11.2 are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) that such Lender may have.

        11.3    SUCCESSORS AND ASSIGNS.

                (a)     SUCCESSORS AND ASSIGNS GENERALLY. The provisions of this
        Credit 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 the Administrative Agent and each Lender, and no Lender may
        assign or otherwise transfer any of its rights or obligations hereunder
        except (i) to an Eligible Assignee in accordance with the provisions of
        Section 11.3(b), (ii) by way of participation in accordance with the
        provisions of Section 11.3(d), or (iii) by way of pledge or assignment
        of a security interest subject to the restrictions of Section 11.3(f)
        (and any other attempted assignment or transfer by any party hereto
        shall be null and void). Nothing in this Credit Agreement, expressed or
        implied, shall be construed to confer upon any Person (other than the
        parties hereto, their respective successors and assigns permitted
        hereby, Participants to the extent provided in subsection (d) of this
        Section and, to the extent expressly contemplated hereby, the Related
        Parties of each of the Administrative Agent, the Issuing Lender and the
        Lenders) any legal or equitable right, remedy or claim under or by
        reason of this Credit Agreement.

                (b)     ASSIGNMENTS BY LENDERS. Any Lender may at any time
        assign to one or more Eligible Assignees all or a portion of its rights
        and obligations under this Credit Agreement (including all or a portion
        of its Commitment(s) and the Loans (including for purposes of this
        subsection (b), participations in LOC Obligations and in Swingline
        Loans) at the time owing to it); PROVIDED that any such assignment shall
        be subject to the following conditions:

                        (i)     MINIMUM AMOUNTS.

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                                (A)     in the case of an assignment of the
                        entire remaining amount of the assigning Lender's
                        Commitment and the related 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, no minimum
                        amount need be assigned; and

                                (B)     in any case not described in subsection
                        (b)(i)(A) of this Section, the aggregate amount of the
                        Commitment (which for this purpose includes Loans
                        outstanding thereunder) or, if the Commitment is not
                        then in effect, the principal outstanding balance of the
                        Loans of the assigning Lender subject to each such
                        assignment, determined as of the date the Assignment and
                        Assumption with respect to such assignment is delivered
                        to the Administrative Agent or, if "Trade Date" is
                        specified in the Assignment and Assumption, as of the
                        Trade Date, shall not be less than $5,000,000, 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); provided, however,
                        that concurrent assignments to members of an Assignee
                        Group and concurrent assignments from members of an
                        Assignee Group to a single Eligible Assignee (or to an
                        Eligible Assignee and members of its Assignee Group)
                        will be treated as a single assignment for purposes of
                        determining whether such minimum amount has been met;

                                (C)     the consent of the Issuing Lender (such
                        consent not to be unreasonably withheld or delayed)
                        shall be required for any assignment that increases the
                        obligation of the Eligible Assignee to participate in
                        exposure under one or more Letters of Credit (whether or
                        not then outstanding); and

                                (D)     the consent of the Swingline Lender
                        (such consent not to be unreasonably withheld or
                        delayed) shall be required for any assignment in respect
                        of the Revolving Commitments.

                        (ii)    PROPORTIONATE AMOUNTS. Each partial assignment
                shall be made as an assignment of a proportionate part of all
                the assigning Lender's rights and obligations under this Credit
                Agreement with respect to the Loans or the Commitment assigned,
                except that this clause (ii) shall not apply to rights in
                respect of Swingline Loans;

                        (iii)   REQUIRED CONSENTS. No consent shall be required
                for any assignment except to the extent required by subsection
                (b)(i)(B) of this Section and, in addition:

                                (A)     the consent of the Borrower (such
                        consent not to be unreasonably withheld or delayed)
                        shall be required unless (1) an Event of Default has
                        occurred and is continuing at the time of such
                        assignment or (2) such assignment is to a Lender, an
                        Affiliate of a Lender or an Approved Fund; and

                                (B)     the consent of the Administrative Agent
                        (such consent not to be unreasonably withheld or
                        delayed) shall be required for assignments in respect of
                        any Commitment if such assignment is to a Person that is
                        not a Lender with a Commitment, an Affiliate of such
                        Lender or an Approved Fund with respect to such Lender.

                        (iv)    ASSIGNMENT AND ASSUMPTION. The parties to each
                assignment shall execute and deliver to the Administrative Agent
                an Assignment and Assumption, together

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                with a processing and recordation fee of $3,500; PROVIDED,
                HOWEVER, that the Administrative Agent may, in its sole
                discretion, elect to waive such processing and recordation fee
                in the case of any assignment. The assignee, if it shall not be
                a Lender, shall deliver to the Administrative Agent an
                Administrative Questionnaire.

                        (v)     NO ASSIGNMENT TO BORROWER. No such assignment
                shall be made to the Borrower or any of the Borrower's
                Affiliates or Subsidiaries.

                        (vi)    NO ASSIGNMENT TO NATURAL PERSONS. No such
                assignment shall be made to a natural person.

        Subject to acceptance and recording thereof by the Administrative Agent
        pursuant to subsection (c) of this Section, from and after the effective
        date specified in each Assignment and Assumption, the Eligible Assignee
        thereunder shall be a party to this Credit Agreement and, to the extent
        of the interest assigned by such Assignment and Assumption, have the
        rights and obligations of a Lender under this Credit Agreement, and the
        assigning Lender thereunder shall, to the extent of the interest
        assigned by such Assignment and Assumption, be released from its
        obligations under this Credit Agreement (and, in the case of an
        Assignment and Assumption covering all of the assigning Lender's rights
        and obligations under this Credit Agreement, such Lender shall cease to
        be a party hereto but shall continue to be entitled to the benefits of
        Sections 3.6, 3.11, 3.12 and 11.5 with respect to facts and
        circumstances occurring prior to the effective date of such assignment).
        Upon request, the Borrower (at its expense) shall execute and deliver a
        Note to the assignee Lender. Any assignment or transfer by a Lender of
        rights or obligations under this Credit Agreement that does not comply
        with this subsection shall be treated for purposes of this Credit
        Agreement as a sale by such Lender of a participation in such rights and
        obligations in accordance with Section 11.3(d).

                (c)     REGISTER. The Administrative Agent, acting solely for
        this purpose as an agent of the Borrower, shall maintain at the
        Administrative Agent's office a copy of each Assignment and Assumption
        delivered to it and a register for the recordation of the names and
        addresses of the Lenders, and the Commitments of, and principal amounts
        of the Loans and LOC Obligations 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 Credit Agreement, notwithstanding notice to the
        contrary. The Register shall be available for inspection by the Borrower
        and any Lender, at any reasonable time and from time to time upon
        reasonable prior notice.

                (d)     PARTICIPATIONS. Any Lender may at any time, without the
        consent of, or notice to, the Borrower or the Administrative Agent, sell
        participations to any Person (other than a natural person or the
        Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a
        "PARTICIPANT") in all or a portion of such Lender's rights and/or
        obligations under this Credit Agreement (including all or a portion of
        its Commitment and/or the Loans (including such Lender's participations
        in LOC Obligations and/or Swingline Loans) owing to it); PROVIDED that
        (i) such Lender's obligations under this Credit 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 Issuing Lender 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 Credit
        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 Credit Agreement and to approve any
        amendment, modification or waiver of any

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        provision of this Credit Agreement; provided that such agreement or
        instrument may provide that such Lender will not, without the consent of
        the Participant, agree to any amendment, waiver or other modification
        described in the first proviso to Section 11.6 that directly affects
        such Participant. Subject to subsection (e) of this Section, the
        Borrower agrees that each Participant shall be entitled to the benefits
        of Sections 3.6, 3.11 and 3.12 to the same extent as if it were a Lender
        and had acquired its interest by assignment pursuant to Section 11.3(b).
        To the extent permitted by law, each Participant also shall be entitled
        to the benefits of Section 11.2 as though it were a Lender, provided
        such Participant agrees to be subject to Section 3.14 as though it were
        a Lender.

                (e)     LIMITATIONS UPON PARTICIPANT RIGHTS. A Participant shall
        not be entitled to receive any greater payment under Section 3.6 or 3.11
        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 3.11
        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 3.11(d) as though it were a Lender.

                (f)     CERTAIN PLEDGES. Any Lender may at any time pledge or
        assign a security interest in all or any portion of its rights under
        this Credit Agreement (including under its Note, if any) to secure
        obligations of such Lender, including any pledge or assignment to secure
        obligations to a Federal Reserve Bank; PROVIDED that no such pledge or
        assignment shall release such Lender from any of its obligations
        hereunder or substitute any such pledgee or assignee for such Lender as
        a party hereto.

                (g)     ELECTRONIC EXECUTION OF ASSIGNMENTS. The words
        "execution," "signed," "signature," and words of like import in any
        Assignment and Assumption shall be deemed to include electronic
        signatures or the keeping of records in electronic form, each of which
        shall be of the same legal effect, validity or enforceability as a
        manually executed signature or the use of a paper-based recordkeeping
        system, as the case may be, to the extent and as provided for in any
        applicable law, including the Federal Electronic Signatures in Global
        and National Commerce Act, or any other similar state laws based on the
        Uniform Electronic Transactions Act.

                (h)     RESIGNATION AS ISSUING LENDER OR SWINGLINE LENDER AFTER
        ASSIGNMENT. Notwithstanding anything to the contrary contained herein,
        if at any time Bank of America assigns all of its Revolving Commitments
        and Revolving Loans pursuant to Section 11.3(b), Bank of America may,
        (i) upon 30 days' notice to the Borrower and the Lenders, resign as
        Issuing Lender and/or (ii) upon 30 days' notice to the Borrower, resign
        as Swingline Lender. In the event of any such resignation as Issuing
        Lender or Swingline Lender, the Borrower shall be entitled to appoint
        from among the Lenders a successor Issuing Lender or Swingline Lender
        hereunder; PROVIDED, HOWEVER, that no failure by the Borrower to appoint
        any such successor shall affect the resignation of Bank of America as
        Issuing Lender or Swingline Lender, as the case may be. If Bank of
        America resigns as Issuing Lender, it shall retain all the rights,
        powers, privileges and duties of the Issuing Lender hereunder with
        respect to all Letters of Credit outstanding as of the effective date of
        its resignation as Issuing Lender and all LOC Obligations with respect
        thereto (including the right to require the Lenders to make Base Rate
        Loans or fund risk participations in Unreimbursed Amounts pursuant to
        Section 2.2(c)). If Bank of America resigns as Swingline Lender, it
        shall retain all the rights of the Swingline Lender provided for
        hereunder with respect to Swingline Loans made by it and outstanding as
        of the effective date of such resignation, including the right to
        require the Lenders to make Base Rate Loans or fund risk participations
        in

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        outstanding Swingline Loans pursuant to Section 2.3. Upon the
        appointment of a successor Issuing Lender and/or Swingline Lender, (a)
        such successor shall succeed to and become vested with all of the
        rights, powers, privileges and duties of the retiring Issuing Lender or
        Swingline Lender, as the case may be, and (b) the successor Issuing
        Lender shall issue letters of credit in substitution for the Letters of
        Credit, if any, outstanding at the time of such succession or make other
        arrangements satisfactory to Bank of America to effectively assume the
        obligations of Bank of America with respect to such Letters of Credit.

        11.4    NO WAIVER; REMEDIES CUMULATIVE.

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

        11.5    EXPENSES; INDEMNITY; DAMAGE WAIVER.

        (a)     The Credit Parties jointly and severally agree to pay on demand
all costs and expenses of the Administrative Agent, the Issuing Lender and their
Affiliates in connection with the syndication, preparation, execution, delivery,
administration, modification, and amendment of this Credit Agreement, the other
Credit Documents, and the other documents to be delivered hereunder, including,
without limitation, the reasonable fees and expenses of counsel with respect
thereto and with respect to advising the Administrative Agent as to its rights
and responsibilities under the Credit Documents. The Credit Parties further
jointly and severally agree to pay on demand all costs and expenses of the
Administrative Agent, the Issuing Lender and the Lenders, if any (including,
without limitation, reasonable attorneys' fees and expenses), in connection with
the enforcement (whether through negotiations, legal proceedings, or otherwise)
of the Credit Documents and the other documents to be delivered hereunder.

        (b)     The Credit Parties jointly and severally agree to indemnify and
hold harmless the Administrative Agent, the Issuing Lender and each Lender and
each of their Affiliates and their respective officers, directors, employees,
agents, and advisors (each, an "INDEMNIFIED PARTY") from and against any and all
claims, damages, losses, liabilities, costs, and expenses (including, without
limitation, reasonable attorneys' fees) that may be incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of or in
connection with or by reason of (including, without limitation, in connection
with any investigation, litigation, or proceeding or preparation of defense in
connection therewith) the Credit Documents, any of the transactions contemplated
herein or the actual or proposed use of the proceeds of the Loans (including any
of the foregoing arising from the negligence of the Indemnified Party), except
to the extent such claim, damage, loss, liability, cost, or expense is found in
a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party's gross negligence or willful misconduct.
In the case of an investigation, litigation or other proceeding to which the
indemnity in this Section 11.5 applies, such indemnity shall be effective
whether or not such investigation, litigation or proceeding is brought by any of
the Credit Parties, their respective directors, shareholders or creditors or an
Indemnified Party or any other Person or any Indemnified Party is otherwise a
party thereto and whether or not the transactions contemplated hereby are
consummated. The Credit Parties agree not to assert any claim against the
Administrative Agent, any Lender, any of their

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Affiliates, or any of their respective directors, officers, employees,
attorneys, agents, and advisers, on any theory of liability, for special,
indirect, consequential, or punitive damages arising out of or otherwise
relating to the Credit Documents, any of the transactions contemplated herein or
the actual or proposed use of the proceeds of the Loans. No Indemnified Party
shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed to such unintended recipients by
such Indemnified Party through telecommunications, electronic or other
information transmission systems in connection with this Credit Agreement or the
other Credit Documents or the transactions contemplated hereby or thereby other
than for direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnified Party as determined by a final and nonappealable
judgment of a court of competent jurisdiction.

        (c)     REIMBURSEMENT BY LENDERS. To the extent that the Borrower for
any reason fails to indefeasibly pay any amount required under subsection (a) or
(b) of this Section to be paid by it to the Administrative Agent (or any
sub-agent thereof), the Issuing Lender or any Related Party of any of the
foregoing, each Lender severally agrees to pay to the Administrative Agent (or
any such sub-agent), the Issuing Lender or such Related Party, as the case may
be, such Lender's pro rata share (based on its Revolving Commitment Percentage)
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, PROVIDED that the unreimbursed expense
or indemnified loss, claim, damage, liability or related expense, as the case
may be, was incurred by or asserted against the Administrative Agent (or any
such sub-agent) or the Issuing Lender in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent (or
any such sub-agent) or Issuing Lender in connection with such capacity. The
obligations of the Lenders under this subsection (c) are subject to the
provisions of Section 3.13(b).

        (d)     PAYMENTS. All amounts due under this Section shall be payable
not later than ten Business Days after demand therefor.

        (e)     Without prejudice to the survival of any other agreement of the
Credit Parties hereunder, the agreements and obligations of the Credit Parties
contained in this Section 11.5 shall survive the repayment of the Loans, LOC
Obligations and other obligations under the Credit Documents and the termination
of the Commitments hereunder.

        11.6    AMENDMENTS, WAIVERS AND CONSENTS.

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

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

                        (i)     extend the final maturity of any Loan or of any
                reimbursement obligation, or any portion thereof, arising from
                drawings under Letters of Credit,

                        (ii)    reduce the rate or extend the time of payment of
                interest (other than as a result of waiving the applicability of
                any post-default increase in interest rates) thereon or Fees
                hereunder,

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

                                       74

<PAGE>


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

                        (v)     release the Borrower or, except in a transaction
                permitted under Section 8.4 or Section 8.5, substantially all of
                the other Credit Parties from its or their obligations under the
                Credit Documents,

                        (vi)    amend, modify or waive any provision of this
                Section 11.6 or Section 3.14,

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

                        (viii)  consent to the assignment or transfer by the
                Borrower or all or substantially all of the other Credit Parties
                of any of its or their rights and obligations under (or in
                respect of) the Credit Documents except as permitted thereby;

                (b)     without the consent of the Administrative Agent, no
        provision of Section 10 may be amended; and

                (c)     without the consent of the Issuing Lender, no provision
        of Section 2.2 may be amended, and without the consent of the Swingline
        Lender, no provision of Section 2.3 may be amended.

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

        11.7    COUNTERPARTS.

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

        11.8    HEADINGS.

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

        11.9    SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

        All indemnities set forth herein and all representations and warranties
made hereunder and in any other Credit Document or other document delivered
pursuant hereto or thereto or in connection herewith

                                       75

<PAGE>


or therewith shall survive the execution and delivery of this Credit Agreement,
the making of the Loans, the issuance of the Letters of Credit, the repayment of
the Loans, LOC Obligations and other obligations and the termination of the
Commitments hereunder. Such representations and warranties have been or will be
relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default or Event of Default at the time of any
extension of credit hereunder, and shall continue in full force and effect as
long as any Loan or any other Credit Party Obligation hereunder shall remain
unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

        11.10   GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE.

                (a)     THIS CREDIT AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY
        PROVIDED THEREIN, THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND
        OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY
        AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE
        OF NEW YORK. Any legal action or proceeding with respect to this Credit
        Agreement or any other Credit Document may be brought in the courts of
        the State of New York, or of the United States located in the State of
        New York, and, by execution and delivery of this Credit Agreement, each
        of the Credit Parties hereby irrevocably accepts for itself and in
        respect of its property, generally and unconditionally, the nonexclusive
        jurisdiction of such courts. Each of the Credit Parties further
        irrevocably consents to the service of process out of any of the
        aforementioned courts in any such action or proceeding by the mailing of
        copies thereof by registered or certified mail, postage prepaid, to it
        at the address set out for notices pursuant to Section 11.1, such
        service to become effective three (3) days after such mailing. Nothing
        herein shall affect the right of the Administrative Agent or any Lender
        to serve process in any other manner permitted by law or to commence
        legal proceedings or to otherwise proceed against any Credit Party in
        any other jurisdiction.

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

                (c)     EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY
        RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
        ARISING UNDER ANY CREDIT DOCUMENT OR IN ANY WAY CONNECTED WITH OR
        RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF
        THEM WITH RESPECT TO ANY CREDIT DOCUMENT, OR THE TRANSACTIONS RELATED
        THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
        WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY
        AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
        ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
        PARTY TO THIS CREDIT AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A
        COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
        OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

                                       76

<PAGE>


        11.11   SEVERABILITY.

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

        11.12   ENTIRETY.

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

        11.13   BINDING EFFECT; TERMINATION.

                (a)     This Credit Agreement shall become effective at such
        time when all of the conditions set forth in Section 5.1 have been
        satisfied or waived by the Lenders and it shall have been executed by
        each Credit Party and the Administrative Agent, and the Administrative
        Agent shall have received copies hereof (telefaxed or otherwise) which,
        when taken together, bear the signatures of each Lender, and thereafter
        this Credit Agreement shall be binding upon and inure to the benefit of
        each Credit Party, the Administrative Agent and each Lender and their
        respective successors and assigns.

                (b)     The term of this Credit Agreement shall be until no
        Loans, LOC Obligations or any other amounts payable hereunder or under
        any of the other Credit Documents shall remain outstanding, no Letters
        of Credit shall be outstanding, all of the Credit Party Obligations have
        been irrevocably satisfied in full and all of the Commitments hereunder
        shall have expired or been terminated.

        11.14   TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.

        Each of the Administrative Agent, the Lenders and the Issuing Lender
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its and
its Affiliates' respective partners, directors, officers, employees, agents,
advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Credit Document or any action or proceeding
relating to this Credit Agreement or any other Credit Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Credit Agreement or (ii) any
actual or prospective counterparty (or its advisors) to any swap or derivative
transaction relating to the Borrower and its obligations, (g) with the consent
of the Borrower or (h) to the extent such Information (x) becomes publicly
available other than as a result of a breach of this Section or (y) becomes
available to the Administrative Agent, any Lender, the Issuing Lender or any of
their respective Affiliates on a nonconfidential basis from a source other than
the Borrower.

                                       77

<PAGE>


        For purposes of this Section, "INFORMATION" means all information
received from the Borrower or any Subsidiary relating to the Borrower or any
Subsidiary or any of their respective businesses, other than any such
information that is available to the Administrative Agent, any Lender or the
Issuing Lender on a nonconfidential basis prior to disclosure by the Borrower or
any Subsidiary, PROVIDED that, in the case of information received from the
Borrower or any Subsidiary after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

        11.15   USE OF SOURCES.

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

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

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

                (c)     to the extent that any part of such funds constitutes
        assets of an insurance company's general account, such insurance company
        has complied with all of the requirements of the regulations issued
        under Section 401(e)(a)(A) of ERISA; or

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

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

        11.16   CONFLICT.

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


        11.17   US PATRIOT ACT NOTICE.

        Each Lender and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower that pursuant to the requirements of
the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Act.

                                       78

<PAGE>


        11.18   NO ADVISORY OR FIDUCIARY RESPONSIBILITY.

        In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof
or of any other Credit Document), the Borrower and each other Credit Party
acknowledges and agrees, and acknowledges its Affiliates' understanding, that:
(i) (A) the arranging and other services regarding this Credit Agreement
provided by the Administrative Agent and the Arranger are arm's-length
commercial transactions between the Borrower, each other Credit Party and their
respective Affiliates, on the one hand, and the Administrative Agent and the
Arranger, on the other hand, (B) each of the Borrower and the other Credit
Parties has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate, and (C) the Borrower and each other Credit
Party is capable of evaluating, and understands and accepts, the terms, risks
and conditions of the transactions contemplated hereby and by the other Credit
Documents; (ii) (A) the Administrative Agent and the Arranger each is and has
been acting solely as a principal and, except as expressly agreed in writing by
the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for the Borrower, any other Credit Party or any of
their respective Affiliates, or any other Person and (B) neither the
Administrative Agent nor the Arranger has any obligation to the Borrower, any
other Credit Party or any of their respective Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth
herein and in the other Credit Documents; and (iii) the Administrative Agent and
the Arranger and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrower, the
other Credit Parties and their respective Affiliates, and neither the
Administrative Agent nor the Arranger has any obligation to disclose any of such
interests to the Borrower, any other Credit Party or any of their respective
Affiliates. To the fullest extent permitted by law, each of the Borrower and the
other Credit Parties hereby waives and releases any claims that it may have
against the Administrative Agent and the Arranger with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.

        11.19   REPLACEMENT OF LENDERS.

        If (i) any Lender requests compensation under Sections 3.6 and 3.9, (ii)
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 3.11,
(iii) a Lender (a "NON-CONSENTING LENDER") does not consent to a proposed
change, waiver, discharge or termination with respect to any Credit Document
that has been approved by the Required Lenders as provided in Section 11.6 but
requires unanimous consent of all Lenders or all Lenders directly affected
thereby (as applicable) and, or (iv) any Lender or the Issuing Lender is a
Defaulting Lender, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender or
Issuing Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in, and consents required by, Section
11.3), all of its interests, rights and obligations under this Credit Agreement
and the related Credit Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment), PROVIDED that:

                (a)     the Borrower shall have paid to the Administrative Agent
        the assignment fee specified in Section 11.3(b);

                (b)     such Lender shall have received payment of an amount
        equal to the outstanding principal of its Loans and L/C Advances,
        accrued interest thereon, accrued fees and all other amounts payable to
        it hereunder and under the other Credit Documents (including any amounts
        under Section 3.12) from the assignee (to the extent of such outstanding
        principal and accrued interest and fees) or the Borrower (in the case of
        all other amounts);

                                       79

<PAGE>


                (c)     in the case of any such assignment resulting from a
        claim for compensation under Sections 3.6 and 3.9 or payments required
        to be made pursuant to Section 3.11, such assignment will result in a
        reduction in such compensation or payments thereafter;

                (d)     such assignment does not conflict with applicable
        Requirements of Law; and

                (e)     in the case of any such assignment resulting from a
        Non-Consenting Lender's failure to consent to a proposed change, waiver,
        discharge or termination with respect to any Credit Document, the
        applicable replacement bank, financial institution or Fund consents to
        the proposed change, waiver, discharge or termination; PROVIDED that the
        failure by such Non-Consenting Lender to execute and deliver an
        Assignment and Assumption shall not impair the validity of the removal
        of such Non-Consenting Lender and the mandatory assignment of such
        Non-Consenting Lender's Commitments and outstanding Loans and
        participations in LOC Obligations and Swingline Loans pursuant to this
        Section 11.19 shall nevertheless be effective without the execution by
        such Non-Consenting Lender of an Assignment and Assumption.

        A Lender shall not be required to make any such assignment or delegation
if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

        If the Issuing Lender is a Defaulting Lender, then the Borrower may, at
its sole expense and effort, upon notice to the Issuing Lender and the
Administrative Agent, require the Issuing Lender to resign as Issuing Lender,
PROVIDED THAT (i) such resigning Issuing Lender shall retain all the rights,
powers, privileges and duties of the Issuing Lender hereunder with respect to
all Letters of Credit outstanding as of the effective date of its resignation as
Issuing Lender and all LOC Obligations with respect thereto (including the right
to require the Lenders to make Base Rate Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.2(c)) and (ii) a successor Issuing
Lender shall have been appointed and such successor Issuing Lender shall have
issued letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such resignation or make other arrangements
satisfactory to the resigning Issuing Lender to effectively assume the
obligations of such resigning Issuing Lender with respect to such Letters of
Credit. The Issuing Lender shall not be required to resign if, prior thereto,
the circumstances entitling the Borrower to require such resignation cease to
apply.


                           [Signature Page to Follow]


                                       80


<PAGE>


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

BORROWER:                       TRACTOR SUPPLY COMPANY,
--------
                                a Delaware corporation


                                By:    /s/ James F. Wright
                                   -----------------------------------------
                                Name:  James F. Wright
                                     ---------------------------------------
                                Title: President and Chief Executive Officer
                                      ----------------------------------------

                                By:    /s/ Anthony F. Crudele
                                   -----------------------------------------
                                Name:  Anthony F. Crudele
                                     ---------------------------------------
                                Title: Chief Financial Officer
                                      --------------------------------------


GUARANTORS:                     TRACTOR SUPPLY CO. OF MICHIGAN, LLC,
----------
                                a Michigan limited liability company


                                By:    /s/ James F. Wright
                                   -----------------------------------------
                                Name:  James F. Wright
                                     ---------------------------------------
                                Title: President and Chief Executive Officer
                                      ----------------------------------------

                                By:    /s/ Anthony F. Crudele
                                   -----------------------------------------
                                Name:  Anthony F. Crudele
                                     ---------------------------------------
                                Title: Chief Financial Officer
                                      --------------------------------------


                                TRACTOR SUPPLY CO. OF TEXAS, LP,
                                a Texas limited partnership


                                By:    /s/ James F. Wright
                                   -----------------------------------------
                                Name:  James F. Wright
                                     ---------------------------------------
                                Title: President and Chief Executive Officer
                                      ----------------------------------------

                                By:    /s/ Anthony F. Crudele
                                   -----------------------------------------
                                Name:  Anthony F. Crudele
                                     ---------------------------------------
                                Title: Chief Financial Officer
                                      --------------------------------------


                                DEL'S, LLC
                                a Delaware limited liability company


                                By:    /s/ Alex Stanton
                                   -----------------------------------------
                                Name:  Alex Stanton
                                     ---------------------------------------
                                Title: Treasurer
                                      --------------------------------------



                             [Signatures continue.]


<PAGE>



ADMINISTRATIVE AGENT:           BANK OF AMERICA, N.A.
--------------------

                                By:   /s/ Michael Brashler
                                   -----------------------------------------
                                Name: Michael Brashler
                                     ---------------------------------------
                                Title: Vice President
                                       --------------------------------------


LENDERS:                        BANK OF AMERICA, N.A.
-------

                                By:    /s/ Lisa Barksdale
                                   -----------------------------------------
                                Name:  Lisa Barksdale
                                     ---------------------------------------
                                Title: Vice President
                                      --------------------------------------


                                U.S. BANK NATIONAL ASSOCIATION

                                By:    /s/ John Chapman
                                   -----------------------------------------
                                Name:  John Chapman
                                     ---------------------------------------
                                Title: Vice Presidnet
                                      --------------------------------------


                                WACHOVIA BANK, NATIONAL ASSOCIATION

                                By:    /s/ Bradford Vieira
                                   -----------------------------------------
                                Name:  Bradford Vieira
                                     ---------------------------------------
                                Title: Vice President
                                      --------------------------------------


                                SUNTRUST BANK

                                By:    /s/ Kay M. Yarbrough
                                   -----------------------------------------
                                Name:  Kay M. Yarbrough
                                     ------------------------------
                                Title: Vice President
                                      --------------------------------------


                                JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

                                By:    /s/ Robert L. Mendoza
                                   -----------------------------------------
                                Name:  Robert L. Mendoza
                                     ------------------------------
                                Title: Vice President
                                      --------------------------------------


                                BRANCH BANKING & TRUST COMPANY

                                By:    /s/ Natalie Ruggiero
                                    -----------------------------------------
                                Name:  Natalie Ruggiero
                                Title: Vice President




<PAGE>



                                NATIONAL CITY BANK

                                By:    /s/ Michael Durbin
                                    -----------------------------------------
                                Name:  Michael Durnin
                                Title: Senior Vice President


                                REGIONS BANK

                                By:    /s/ Monty R. Trimble
                                    -----------------------------------------
                                Name:  Monty R. Trimble
                                     ------------------------------
                                Title: Senior Vice President
                                      --------------------------------------


                                FIFTH THIRD BANK

                                By:    /s/ John Perez
                                   -----------------------------------------
                                Name:  John Perez
                                     ---------------------------------------
                                Title: Vice President
                                      --------------------------------------