$15,000,000

                                CREDIT AGREEMENT

                                   dated as of

                                 August 15, 1997

                                      among

              FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.

                                       and

                               WACHOVIA BANK, N.A.


















<PAGE>



                                CREDIT AGREEMENT


                  AGREEMENT dated as of August 15, 1997, among FIRST CITIZENS
BANCORPORATION OF SOUTH CAROLINA, INC., and WACHOVIA BANK, N.A.

                  The parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01. Definitions. The terms as defined in this
Section 1.01 shall, for all purposes of this Agreement and any amendment hereto
(except as herein otherwise expressly provided or unless the context otherwise
requires), have the meanings set forth herein:

                  "Adjusted London Interbank Offered Rate" has the meaning set
forth in Section 2.05(c).

                  "Affiliate" of any Person means (i) any other Person which
directly, or indirectly through one or more intermediaries, controls such
Person, (ii) any other Person which directly, or indirectly through one or more
intermediaries, is controlled by or is under common control with such Person, or
(iii) except as hereinafter provided with regard to the Holding Family, any
other Person of which such Person owns, directly or indirectly, 20% or more of
the common stock or equivalent equity interests. As used herein, the term
"control" means possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through
the ownership of voting securities, by contract or otherwise. An "Affiliate" of
the Borrower shall not include any Person that is included within the definition
of the Holding Family.

                  "Agreement" means this Credit Agreement, together with all
amendments and supplements hereto.

                  "Allowance for Loan and Lease Losses" means, at any time, the
amount reserved with respect to First-Citizens Bank and Trust Company of South
Carolina for loan and lease losses as set forth in the Federal Reserve System
FRY-9C Report of Consolidated Financial Statements for Bank Holding Companies
most recently filed by the Borrower with the appropriate Authority.

                  "Applicable Margin" has the meaning set forth in Section
2.05(a).

                  "Authority" has the meaning set forth in Section 7.02.

                  "Bank" means Wachovia Bank, N.A., and its successors and
assigns.





                                                         

<PAGE>



                  "Base Rate" means for any Base Rate Loan for any day, the rate
per annum equal to the higher as of such day of (i) the Prime Rate, and (ii)
one-half of one percent above the Federal Funds Rate for such day. For purposes
of determining the Base Rate for any day, changes in the Prime Rate and the
Federal Funds Rate shall be effective on the date of each such change.

                  "Base Rate Loan" means a Loan which bears or is to bear
interest at a rate based upon the Base Rate.

                  "Borrower" means First Citizens Bancorporation of South
Carolina, Inc., a South Carolina corporation, and its successors and permitted
assigns.

                  "Borrowing" means a borrowing hereunder consisting of a Loan
or Loans made to the Borrower by the Bank pursuant to Article II. A Borrowing is
a "Base Rate Borrowing" if such Loans are Base Rate Loans or a "Euro-Dollar
Borrowing" if such Loans are Euro-Dollar Loans.

                  "Capital Stock" means any nonredeemable capital stock of the
Borrower or any Consolidated Subsidiary (to the extent issued to a Person other
than the Borrower), whether common or preferred.

                  "CERCLA" means the Comprehensive Environmental Response
Compensation and Liability Act, 42 U.S.C. ss.9601 et seq. and its implementing
regulations and amendments.

                  "CERCLIS" means the Comprehensive Environmental Response
Compensation and Liability Information System established pursuant to CERCLA.

                  "Change of Law" has the meaning set forth in Section 7.02.

                  "Closing Date" means August 15, 1997.

                  "Code" means the Internal Revenue Code of 1986, as amended, or
any successor Federal tax code. Any reference to any provision of the Code shall
also be deemed to be a reference to any successor provision or provisions
thereof.

                  "Commitment" means, $15,000,000, as such amount may be reduced
from time to time pursuant to Sections 2.07 and 2.08.

                  "Compliance Certificate" has the meaning set forth in Section
5.01(c).

                  "Consolidated Subsidiary" means at any date any Subsidiary or
other entity the accounts of which, in accordance with GAAP, would be
consolidated with those of the Borrower in its consolidated financial statements
as of such date.

                  "Consolidated Total Assets" means, at any time, the total
assets of the Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis, as set forth or reflected on the most




                                        2

<PAGE>



recent consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries, prepared in accordance with GAAP.

                  "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower, are treated as a single
employer under Section 414 of the Code.

                  "Debt" of any Person means at any date, without duplication,
(i) all obligations of such Person for borrowed money, excluding: (a) any First
Citizens' Overnight Federal Funds borrowings; and (b) deposit accounts, escrow
accounts, certificate of deposit accounts, treasury tax and loan deposits and
other sums deposited with First-Citizens Bank and Trust Company of South
Carolina and other deposit taking Subsidiaries of the Borrower in the ordinary
course of their respective banking businesses, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee under capital leases,
(v) all obligations of such Person to reimburse any bank or other Person in
respect of amounts payable under a banker's acceptance, (vi) all Redeemable
Preferred Stock of such Person (in the event such Person is a corporation),
(vii) all obligations (absolute or contingent) of such Person to reimburse any
bank or other Person in respect of amounts paid under a letter of credit or
similar instrument with an expiration date more than one year from such date,
(viii) all Debt of others secured by a Lien on any asset of such Person, whether
or not such Debt is assumed by such Person, and (ix) all Debt of others
Guaranteed by such Person.

                  "Debt Financing" shall mean (i) any transaction or series of
transactions for the incurrence by the Borrower or any Subsidiary of the
Borrower of any Debt or for the establishment of a commitment to make advances
which would constitute Debt of the Borrower or any Subsidiary of the Borrower,
which Debt is payable to a Person other than a bank or has a maturity date on or
after the Termination Date, (ii) an obligation incurred in a transaction or
series of transactions in which assets of the Borrower or any Subsidiary of the
Borrower are sold and leased back, or (iii) a sale of accounts of the Borrower
or any Subsidiary or other receivables of the Borrower or any Subsidiary or any
interest in such accounts or other receivables, other than a sale or transfer of
accounts or receivables attendant to a sale permitted hereunder of an operating
division.

                  "Default" means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived in writing, become an Event of Default.

                  "Default Rate" means, with respect to any Loan, on any day,
the sum of 2% plus the then highest interest rate (including the Applicable
Margin) which may be applicable to any Loans hereunder (irrespective of whether
any such type of Loans are actually outstanding hereunder).

                  "Dollars" or "$" means dollars in lawful currency of the
United States of America.

                  "Domestic Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in South Carolina are authorized
or required by law to close.




                                        3

<PAGE>



                  "Environmental Authority" means any foreign, federal, state,
local or regional government that exercises any form of jurisdiction or
authority under any Environmental Requirement.

                  "Environmental Authorizations" means all licenses, permits,
orders, approvals, notices, registrations or other legal prerequisites for
conducting the business of the Borrower or any Subsidiary required by any
Environmental Requirement.

                  "Environmental Judgments and Orders" means all judgments,
decrees or orders arising from or in any way associated with any Environmental
Requirements, whether or not entered upon consent or written agreements with an
Environmental Authority or other entity arising from or in any way associated
with any Environmental Requirement, whether or not incorporated in a judgment,
decree or order.

                  "Environmental Laws" means any and all 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 or releases of pollutants, contaminants, petroleum or petroleum
products, chemicals or industrial, toxic or hazardous substances or wastes into
the environment, including, without limitation, ambient air, surface water,
groundwater or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes or the clean-up or other
remediation thereof.

                  "Environmental Liabilities" means any liabilities, whether
accrued, contingent or otherwise, arising from and in any way associated with
any Environmental Requirements.

                  "Environmental Notices" means notice from any Environmental
Authority or by any other person or entity, of possible or alleged noncompliance
with or liability under any Environmental Requirement, including without
limitation any complaints, citations, demands or requests from any Environmental
Authority or from any other person or entity for correction of any violation of
any Environmental Requirement or any investigations concerning any violation of
any Environmental Requirement.

                  "Environmental Proceedings" means any judicial or
administrative proceedings arising from or in any way associated with any
Environmental Requirement.

                  "Environmental Releases" means releases as defined in CERCLA
or under any applicable state or local environmental law or regulation.

                  "Environmental Requirements" means any legal requirement
relating to health, safety or the environment and applicable to the Borrower,
any Subsidiary or the Properties, including but not limited to any such
requirement under CERCLA or any Environmental Law.





                                        4

<PAGE>



                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, or any successor law. Any reference to any
provision of ERISA shall also be deemed to be a reference to any successor
provision or provisions thereof.

                  "Euro-Dollar Business Day" means any Domestic Business Day on
which dealings in Dollar deposits are carried out in the London interbank
market.

                  "Euro-Dollar Loan" means a Loan which bears or is to bear
interest at a rate based upon the London Interbank Offered Rate.

                  "Euro-Dollar Reserve Percentage" has the meaning set forth in
Section 2.05(c).

                  "Event of Default" has the meaning set forth in Section 6.01.

                  "Facility Fee Payment Date" means the Closing Date and each
anniversary of the Closing Date.

                  "Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the next higher 1/100th of 1%) 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 of New York on the Domestic
Business Day next succeeding such day, provided that (i) if the day for which
such rate is to be determined is not a Domestic Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding
Domestic Business Day as so published on the next succeeding Domestic Business
Day, and (ii) if such rate is not so published for any day, the Federal Funds
Rate for such day shall be the average rate charged to Wachovia on such day on
such transactions as determined by Wachovia.

                  "First-Citizens Investment Policy" means the Statement of
Funds Management Policy, as in effect on the Closing Date, a copy of which is
attached hereto as Exhibit G, as such Funds Management Policy may be amended or
modified from time to time by the Board of Directors of the Borrower.

                  "First Citizens' Overnight Federal Funds" means money
purchased by First-Citizens Bank and Trust Company of South Carolina from any
other bank or financial institution on an overnight basis.

                  "Fiscal Quarter" means any fiscal quarter of the Borrower.

                  "Fiscal Year" means any fiscal year of the Borrower.

                  "GAAP" means generally accepted accounting principles applied
on a basis consistent with those which, in accordance with Section 1.02, are to
be used in making the calculations for purposes of determining compliance with
the terms of this Agreement.





                                        5

<PAGE>



                  "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to secure, purchase or pay (or advance or supply funds for the
purchase or payment of) such Debt or other obligation (whether arising by virtue
of partnership arrangements, by agreement to keep-well, to purchase assets,
goods, securities or services, to provide collateral security, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Debt or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part), provided that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

                  "Hazardous Materials" means, without limitation, (a) solid or
hazardous waste, as defined in the Resource Conservation and Recovery Act of
1976, 42 U.S.C. ss.6901 et seq. and its implementing regulations and amendments,
or in any applicable state or local law or regulation, (b) any "hazardous
substance", "pollutant" or "contaminant", as defined in CERCLA, or in any
applicable state or local law or regulation, (c) gasoline, or any other
petroleum product or by-product, including crude oil or any fraction thereof,
(d) toxic substances, as defined in the Toxic Substances Control Act of 1976, or
in any applicable state or local law or regulation and (e) insecticides,
fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide,
and Rodenticide Act of 1975, or in any applicable state or local law or
regulation, as each such Act, statute or regulation may be amended from time to
time.

                  "Holding Family" means, collectively: (i) Lewis R. Holding,
his spouse, his lineal descendants and spouses of his lineal descendants, (ii)
Frank B. Holding, his spouse, his lineal descendants and spouses of his lineal
descendants, and (iii) trusts exclusively for the benefit of any or all of such
lineal descendants and spouses of lineal descendants.

                  "Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the first, second or third month thereafter, as
the Borrower may elect in the applicable Notice of Borrowing; provided that:

                           (a) any Interest Period (subject to clause (c) below)
                  which would otherwise end on a day which is not a Euro-Dollar
                  Business Day shall be extended to the next succeeding
                  Euro-Dollar Business Day unless such Euro-Dollar Business Day
                  falls in another calendar month, in which case such Interest
                  Period shall end on the next preceding Euro-Dollar Business
                  Day;

                           (b) any Interest Period which begins on the last
                  Euro-Dollar Business Day of a calendar month (or on a day for
                  which there is no numerically corresponding day in the
                  appropriate subsequent calendar month) shall, subject to
                  clause (c) below, end on the last Euro-Dollar Business Day of
                  the appropriate subsequent calendar month; and





                                        6

<PAGE>



                           (c) no Interest Period may be selected which begins
                  before the Termination Date and would otherwise end after the
                  Termination Date.

                  (2) with respect to each Base Rate Borrowing, the period
commencing on the date of such Borrowing and ending 30 days thereafter; provided
that:

                           (a) any Interest Period (subject to clause (b) below)
                  which would otherwise end on a day which is not a Domestic
                  Business Day shall be extended to the next succeeding Domestic
                  Business Day; and

                           (b) no Interest Period may be selected which begins
                  before the Termination Date and would otherwise end after the
                  Termination Date.

                  "Investment" means any investment in any Person, whether by
means of purchase or acquisition of obligations or securities of such Person,
capital contribution to such Person, loan or advance to such Person, making of a
time deposit with such Person, Guarantee or assumption of any obligation of such
Person or otherwise.

                  "Lending Office" means the Bank's office located at the
address set forth on the signature pages hereof (or identified on the signature
pages hereof as its Lending Office) or such other office as such Bank may
hereafter designate as its Lending Office by notice to the Borrower.

                  "Lien" means, with respect to any asset, any mortgage, deed to
secure debt, deed of trust, lien, pledge, charge, security interest, security
title, preferential arrangement which has the practical effect of constituting a
security interest or encumbrance, servitude or encumbrance of any kind in
respect of such asset to secure or assure payment of a Debt or a Guarantee,
whether by consensual agreement or by operation of statute or other law, or by
any agreement, contingent or otherwise, to provide any of the foregoing. For the
purposes of this Agreement, the Borrower or any Subsidiary shall be deemed to
own subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such asset.

                  " Loan" means a Base Rate Loan or a Euro-Dollar Loan and
"Loans" means Base Rate Loans or Euro-Dollar Loans, or any or all of them, as
the context shall require.

                  "Loan Documents" means this Agreement, the Note, any other
document evidencing, relating to or securing the Loans, and any other document
or instrument delivered from time to time in connection with this Agreement, the
Note or the Loans, as such documents and instruments may be amended or
supplemented from time to time.

                  "London Interbank Offered Rate" has the meaning set forth in
Section 2.05(c).

                  "Margin Stock" means "margin stock" as defined in Regulation
G, T, U or X of the Board of Governors of the Federal Reserve System, as in
effect from time to time, together with all official rulings and interpretations
issued thereunder.




                                        7

<PAGE>



                  "Material Adverse Effect" means, with respect to any event,
act, condition or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or
proceeding), whether singly or in conjunction with any other event or events,
act or acts, condition or conditions, occurrence or occurrences, whether or not
related, a material adverse change in, or a material adverse effect upon, any of
(a) the financial condition, operations, business, properties or prospects of
the Borrower and its Consolidated Subsidiaries taken as a whole, (b) the rights
and remedies of the Bank under the Loan Documents, or the ability of the
Borrower to perform its obligations under the Loan Documents to which it is a
party, as applicable, or (c) the legality, validity or enforceability of any
Loan Document.

                  "Monthly Reduction" has the meaning set forth in Section
2.08(b).

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

                  "Net Income" means, as applied to any Person for any period,
the aggregate amount of net income of such Person, after taxes, for such period,
as determined in accordance with GAAP.

                  "Net Proceeds of Offering" means any and all proceeds (whether
cash or non-cash) or other consideration received by the Borrower or a
Subsidiary in respect of: (1) the issuance of Capital Stock (including, without
limitation, the conversion of any Debt into Capital Stock); and (2) any Debt
Financing incurred by such Borrower or Subsidiary, after deducting therefrom all
reasonable and customary costs and expenses incurred by the Borrower or such
Subsidiary directly in connection with such Debt Financing or the issuance of
such Capital Stock, as the case may be.

                  "Nonperforming Loans" means, at any time, the aggregate
principal amount of (i) all nonaccruing loans of First-Citizens Bank and Trust
Company of South Carolina, and (ii) all loans of First-Citizens Bank and Trust
Company of South Carolina that are 90 (or more)days past due; and (iii) all
loans of First-Citizens Bank and Trust Company of South Carolina that are
Restructured Loans, all determined with respect to First-Citizens Bank and Trust
Company of South Carolina on a basis consistent with Federal Reserve System
FRY-9C Report of Consolidated Financial Statements for Banking Holding Companies
most recently filed by the Borrower with the appropriate Authority.

                  "Note" means the promissory note of the Borrower,
substantially in the form of Exhibit A hereto, evidencing the obligation of the
Borrower to repay the Loans, together with all amendments, consolidations,
modifications, renewals and supplements thereto.

                  "Notice of Borrowing" has the meaning set forth in Section
2.02(a).

                  "Participant" has the meaning set forth in Section 8.06(b).

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

                  "Permitted Acquisition" means the acquisition of shares of
capital stock of any Person by the Borrower or any Subsidiary of the Borrower
if: (A) immediately after giving effect to such




                                        8

<PAGE>



acquisition (i) such Person is a Consolidated Subsidiary; (ii) the Borrower
controls such Person directly or indirectly through a Subsidiary; and (iii) no
Default shall have occurred and be continuing; (B) the line or lines of business
engaged in by such Person are related to the lines of business engaged in by the
Borrower and its Subsidiaries on the Closing Date; and (C) such acquisition is
made on a negotiated basis with the approval of the Board of Directors of the
Person to be acquired.

                  "Person" means an individual, a corporation, a limited
liability company, a partnership (including without limitation, a joint
venture), an unincorporated association, a trust or any other entity or
organization, including, but not limited to, a government or political
subdivision or an agency or instrumentality thereof.

                  "Plan" means at any time an employee pension benefit plan
which is covered by Title IV of ERISA or is subject to the minimum funding
standards under Section 412 of the Code and is either (i) maintained by a member
of the Controlled Group for employees of any member of the Controlled Group or
(ii) maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
a member of the Controlled Group is then making or accruing an obligation to
make contributions or has within the preceding five (5) plan years made
contributions.

                  "Prime Rate" means that interest rate so denominated and set
by Wachovia from time to time as an interest rate basis for borrowings. The
Prime Rate is but one of several interest rate bases used by Wachovia. Wachovia
lends at interest rates above and below the Prime Rate.

                  "Properties" means all real property owned, leased or
otherwise used or occupied by the Borrower or any Subsidiary, wherever located.

                  "Redeemable Preferred Stock" of any Person means any preferred
stock issued by such Person which is at any time prior to the Termination Date
either (i) mandatorily redeemable (by sinking fund or similar payments or
otherwise) or (ii) redeemable at the option of the holder thereof.

                  "Responsible Officer" means any officer of the Borrower,
including, without limitation, the President, Chief Financial Officer, Chief
Executive Officer, Chief Operating Officer, Treasurer, Assistant Treasurer and
General Counsel.

                  "Restructured Loans" means all loans (exclusive of loans
included in clauses (i) and (ii) of the definition of Nonperforming Loans
contained in this Agreement) the terms of which have been amended or modified
and that were formerly (i) nonaccruing; or (ii) 90 (or more) days past due,
determined with respect to First-Citizens Bank and Trust Company of South
Carolina on a basis consistent with the Federal Reserve System FR Y-9C Report of
Consolidated Financial Statements for Bank Holding Companies most recently filed
by the Borrower with the appropriate Authority.

                  "Stockholders' Equity" means, at any time, the shareholders'
equity of the Borrower and its Consolidated Subsidiaries, as set forth or
reflected on the most recent consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries prepared in accordance with GAAP, but




                                        9

<PAGE>



excluding only Redeemable Preferred Stock of the Borrower or any of its
Consolidated Subsidiaries.


                  "Subsidiary" means any corporation or other entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are at the time directly or indirectly owned by the Borrower.

                  "Taxes" has the meaning set forth in Section 2.11(c).

                  "Termination Date" means August 14, 2000.

                  "Third Parties" means all lessees, sublessees, licensees and
other users of the Properties, excluding those users of the Properties in the
ordinary course of the Borrower's business and on a temporary basis.

                  "Total Assets" of any Person means, at any time, the total
assets of such Person, as set forth or reflected or as should be set forth or
reflected on the most recent balance sheet of such Person, prepared in
accordance with GAAP.

                  "Total Gross Loans" means, at any time, the aggregate
principal amount of the total gross loans of First-Citizens Bank and Trust
Company of South Carolina determined on a basis consistent with the Federal
Reserve System FRY-9C Report of the Consolidated Financial Statements for Bank
Holding Companies most recently filed by the Borrower with the appropriate
Authority.

                  "Transferee" has the meaning set forth in Section 8.06(d).

                  "Unencumbered Total Assets" of any Person means, at any time,
Total Assets of such Person which are subject to any arrangement specified in 12
C.F.R. ss.221.2(g)(1).

                  "Unused Commitment" means at any date, with respect to the
Bank, an amount equal to its Commitment less the aggregate outstanding principal
amount of its Loans.

                  "Wachovia" means Wachovia Bank, N.A., a national banking
association and its successors.

                  "Wholly Owned Subsidiary" means any Subsidiary, all of the
shares of capital stock or other ownership interests of which (except directors'
qualifying shares) are at the time directly or indirectly owned by the Borrower.

                  SECTION 1.02. Accounting Terms, Regulatory Changes and
Determinations. (a) Unless otherwise specified herein, all terms of an
accounting character used herein shall be interpreted, all accounting
determinations hereunder shall be made, and all financial statements required to
be delivered hereunder shall be prepared in accordance with GAAP, applied on a
basis consistent (except for changes concurred in by the Borrower's independent
public accountants or otherwise required by a change in GAAP) with the most
recent audited consolidated financial statements of the Borrower and




                                       10

<PAGE>



its Consolidated Subsidiaries delivered to the Bank, unless with respect to any
such change concurred in by the Borrower's independent public accountants or
required by GAAP, in determining compliance with any of the provisions of this
Agreement or any of the other Loan Documents: (i) the Borrower shall have
objected to determining such compliance on such basis at the time of delivery of
such financial statements, or (ii) the Bank shall so object in writing within 30
days after the delivery of such financial statements, in either of which events
such calculations shall be made on a basis consistent with those used in the
preparation of the latest financial statements as to which such objection shall
not have been made (which, if objection is made in respect of the first
financial statements delivered under Section 5.01 hereof, shall mean the
financial statements referred to in Section 4.04).

                  (b) All regulatory determinations and calculations made in
connection with: (i) the determination of Allowance for Loan and Lease Losses,
(ii) the calculation of the ratio of Allowance for Loan and Lease Losses to
Nonperforming Loans under Section 5.04, and (iii) the determination of the
status of First-Citizens Bank and Trust Company of South Carolina as well
capitalized under Section 5.20, shall be made in accordance with the laws,
rules, regulations and interpretations thereof by the governmental authorities
or agencies charged with the interpretation thereof, as in effect on the date of
such determination or calculation, as the case may be, unless with respect to
any change in any such law, rule, regulation or interpretation occurring after
the date of this Agreement: (1) the Borrower shall have objected to making such
determination or calculation on such basis at the time of delivery of the
Compliance Certificate for the applicable time period, or (2) the Bank shall so
object in writing within 30 days after the delivery of such Compliance
Certificate, in either of which events, such calculations and determinations
shall be made on the basis of the laws, rules, regulations and interpretations
in effect at the time of the latest Compliance Certificate as to which such
objection shall not have been made (which, if objection is made in respect of
the first Compliance Certificate delivered under Section 5.01 hereof, shall mean
the laws, rules, regulations and interpretations in effect on the date of this
Agreement).

                  SECTION 1.03. Use of Defined Terms. All terms defined in this
Agreement shall have the same meanings when used in any of the other Loan
Documents, unless otherwise defined therein or unless the context shall
otherwise require.

                  SECTION 1.04. Terminology. All personal pronouns used in this
Agreement, whether used in the masculine, feminine or neuter gender, shall
include all other genders and the singular shall include the plural and the
plural shall include the singular. Titles of Articles and Sections in this
Agreement are for convenience only, and neither limit nor amplify the provisions
of this Agreement.

                  SECTION 1.05. References. Unless otherwise indicated,
references in this Agreement to "Articles", "Exhibits", "Schedules", and
"Sections" are references to articles, exhibits, schedules and sections hereof.






                                       11

<PAGE>



                                   ARTICLE II

                                   THE CREDITS


                  SECTION 2.01. Commitment to Make Loans. The Bank agrees, on
the terms and conditions set forth herein, to make Loans to the Borrower from
time to time before the Termination Date; provided that, immediately after each
such Loan is made, the aggregate outstanding principal amount of Loans by the
Bank shall not exceed the amount of its Commitment. Each Loan under this Section
shall be in an aggregate principal amount of at least $1,000,000 (except that
any such Loan may be in the aggregate amount of the Unused Commitment). Within
the foregoing limits, the Borrower may borrow under this Section, repay or, to
the extent permitted by Section 2.09, prepay Loans and reborrow under this
Section at any time before the Termination Date.

                  SECTION 2.02. Method of Borrowing Loans. (a) The Borrower
shall give the Bank notice in the form of Exhibit F hereto (a "Notice of
Borrowing") prior to 11:00 A.M. (Columbia, South Carolina time) on the Domestic
Business Day of a Base Rate Borrowing and at least three (3) Euro-Dollar
Business Days before each Euro-Dollar Borrowing, specifying:

                           (i) the date of such Borrowing, which shall be a
                  Domestic Business Day in the case of a Base Rate Borrowing or
                  a Euro-Dollar Business Day in the case of a Euro-Dollar
                  Borrowing;

                           (ii)     the aggregate amount of such Borrowing;

                           (iii) whether the Loans comprising such Borrowing are
                  to be Base Rate Loans or Euro-Dollar Loans; and

                           (iv) in the case of a Euro-Dollar Borrowing, the
                  duration of the Interest Period applicable thereto, subject to
                  the provisions of the definition of Interest Period.

                  (b) Upon receipt of a Notice of Borrowing by the Bank, such
Notice of Borrowing shall not thereafter be revocable by the Borrower.

                  (c) Not later than 2:00 p.m. (Columbia, South Carolina time)
on the date of each Borrowing, unless the Bank determines that any applicable
condition specified in Article III has not been satisfied, the Bank shall
(except as provided in subsection (d) of this Section) make available such
Borrowing, in Federal or other funds immediately available in Columbia, South
Carolina, to the Borrower at the Bank's address referred to in or specified
pursuant to Section 8.01.

                  (d) If the Bank makes a new Loan hereunder on a day on which
the Borrower is to repay all or any part of an outstanding Loan from such Bank,
such Bank shall apply the proceeds of its new Loan to make such repayment and
only an amount equal to the difference (if any) between the amount being
borrowed and the amount being repaid shall be made available by the Bank to the




                                       12

<PAGE>



Borrower as provided in subsection (c) of this Section, or remitted by the
Borrower to the Bank as provided in Section 2.11, as the case may be.

                  (e) Notwithstanding anything to the contrary contained in this
Agreement, no Euro- Dollar Borrowing may be made if there shall have occurred a
Default or an Event of Default, which Default or Event of Default shall not have
been cured or waived in writing.

                  (f) In the event that a Notice of Borrowing fails to specify
whether the Loans comprising such Borrowing are to be Base Rate Loans or
Euro-Dollar Loans, such Loans shall be made as Base Rate Loans. If the Borrower
is otherwise entitled under this Agreement to repay any Loans maturing at the
end of an Interest Period applicable thereto with the proceeds of a new
Borrowing, and the Borrower fails to repay such Loans using its own moneys and
fails to give a Notice of Borrowing in connection with such new Borrowing, a new
Borrowing shall be deemed to be made on the date such Loans mature in an amount
equal to the principal amount of the Loans so maturing, and the Loans comprising
such new Borrowing shall be Base Rate Loans.

                  (g) Notwithstanding anything to the contrary contained herein,
(i) there shall not be more than three (3) different Interest Periods
outstanding at the same time (for which purpose Interest Periods described in
different numbered clauses of the definition of the term "Interest Period" shall
be deemed to be different Interest Periods even if they are coterminous), and
(ii) the proceeds of any Base Rate Borrowing shall be applied first to repay the
unpaid principal amount of all Base Rate Loans (if any) outstanding immediately
before such Base Rate Borrowing.

                  SECTION 2.03. Note. (a) The Loans shall be evidenced by a
single Note payable to the order of the Bank for the account of its Lending
Office in an amount equal to the original principal amount of the Commitment.

                  (b) The Bank shall record, and prior to any transfer of its
Note shall endorse on the schedule forming a part thereof appropriate notations
to evidence, the date, amount and maturity of, and effective interest rate for,
each Loan made by it, the date and amount of each payment of principal made by
the Borrower with respect thereto and whether such Loan is a Base Rate Loan or
Euro-Dollar Loan, and such schedule shall constitute rebuttable presumptive
evidence of the principal amount owing and unpaid on the Bank's Note; provided
that the failure of the Bank to make, or any error in making, any such
recordation or endorsement shall not affect the obligation of the Borrower
hereunder or under the Note or the ability of the Bank to assign its Note. The
Bank is hereby irrevocably authorized by the Borrower so to endorse its Note and
to attach to and make a part of any Note a continuation of any such schedule as
and when required.

                  SECTION 2.04. Maturity of Loans. Each Loan shall mature, and
the principal amount thereof shall be due and payable, on the last day of the
Interest Period applicable to such Loan.

                  SECTION 2.05. Interest Rates. (a) "Applicable Margin" means
(i) for any Base Rate Loan, 0%; and (ii) for any Euro-Dollar Loan, 0.70%.





                                       13

<PAGE>



                  (b) Each Base Rate Loan shall bear interest on the outstanding
principal amount thereof, for each day from the date such Loan is made until it
becomes due, at a rate per annum equal to the Base Rate for such day plus the
Applicable Margin. Such interest shall be payable for each Interest Period on
the last day thereof. Any overdue principal of and, to the extent permitted by
applicable law, overdue interest on any Base Rate Loan shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the
Default Rate.

                  (c) Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Applicable Margin plus the
applicable Adjusted London Interbank Offered Rate for such Interest Period;
provided that if any Euro-Dollar Loan shall, as a result of clause (1)(c) of the
definition of Interest Period, have an Interest Period of less than one month,
such Euro-Dollar Loan shall bear interest during such Interest Period at the
rate applicable to Base Rate Loans during such period. Such interest shall be
payable for each Interest Period on the last day thereof and, if such Interest
Period is longer than three (3) months, at intervals of three (3) months after
the first day thereof. Any overdue principal of and, to the extent permitted by
applicable law, overdue interest on any Euro-Dollar Loan shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the
Default Rate.

                  The "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means a rate per annum equal to the quotient obtained (rounded
upward, if necessary, to the next higher 1/100th of 1%) by dividing (i) the
applicable London Interbank Offered Rate for such Interest Period by (ii) 1.00
minus the Euro-Dollar Reserve Percentage.

                  The "London Interbank Offered Rate" applicable to any
Euro-Dollar Loan means for the Interest Period of such Euro-Dollar Loan the rate
per annum determined on the basis of the rate for deposits in Dollars of amounts
equal or comparable to the principal amount of such Euro-Dollar Loan offered for
a term comparable to such Interest Period, which rate appears on the display
designated as Page "3750" of the Telerate Service (or such other page as may
replace page 3750 of that service or such other service or services as may be
nominated by the British Banker's Association for the purpose of displaying
London Interbank Offered Rates for U.S. dollar deposits) determined as of 1:00
p.m. New York City time, two (2) Euro-Dollar Business Days prior to the first
day of such Interest Period.

                  "Euro-Dollar Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in respect of "Eurocurrency liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Euro-Dollar Loans is determined or any
category of extensions of credit or other assets which includes loans by a
non-United States office of any Bank to United States residents). The Adjusted
London Interbank Offered Rate shall be adjusted automatically on and as of the
effective date of any change in the Euro-Dollar Reserve Percentage.





                                       14

<PAGE>



                  (d) The Bank shall determine each interest rate applicable to
the Loans hereunder, and its determination thereof shall be conclusive in the
absence of manifest error.

                  (e) After the occurrence and during the continuance of a
Default, the principal amount of the Loans (and, to the extent permitted by
applicable law, all accrued interest thereon) may, at the election of the Bank,
bear interest at the Default Rate.

                  SECTION 2.06. Fees. The Borrower shall pay to the Bank a fully
earned (when paid), nonrefundable facility fee on the amount of the Commitment
(determined on each Facility Fee Payment Date), for the period from and
including the Closing Date to and including the Termination Date, at a rate
equal to 0.10 of 1% per annum. Facility fees shall be nonrefundable (when paid)
and payable annually in advance on each Facility Fee Payment Date.

                  SECTION 2.07. Optional Termination or Reduction of Commitment.
The Borrower may, upon at least three (3) Domestic Business Days' notice to the
Bank, terminate at any time, or proportionately reduce from time to time by an
aggregate amount of at least $1,000,000, the Commitment. If the Commitment is
terminated in its entirety, all accrued fees (as provided under Section 2.06)
shall be payable on the effective date of such termination.

                  SECTION 2.08. Mandatory Reduction and Termination of
Commitment. (a) The Commitment shall terminate on the Termination Date and any
Loans then outstanding (together with accrued interest thereon) shall be due and
payable on such date.

                  (b) The Commitment of the Bank shall be reduced, within 10
days following the end of each calendar month (beginning on September 10, 1997
and continuing after the end of each calendar month thereafter) in an amount
(the "Monthly Reduction") equal to the Net Proceeds of Offering received by the
Borrower or any Subsidiary in the immediately preceding calendar month.

                  SECTION 2.09. Optional Prepayments. (a) The Borrower may, upon
at least one (1) Domestic Business Day's notice to the Bank, prepay any Base
Rate Loan in whole at any time, or from time to time in part in amounts
aggregating at least $1,000,000 (except that any such prepayment may be in the
outstanding amount of the Base Rate Loan), by paying the principal amount to be
prepaid together with accrued interest thereon to the date of prepayment.

                  (b) Except as provided in Section 7.02, the Borrower may not
prepay all or any portion of the principal amount of any Euro-Dollar Loan prior
to the last day of an Interest Period applicable thereto.

                  (c) Upon receipt of a notice of prepayment by the Bank
pursuant to this Section such notice shall not thereafter be revocable by the
Borrower.

                  SECTION 2.10. Mandatory Prepayments. On each date on which the
Commitment is reduced pursuant to Section 2.07 or Section 2.08, the Borrower
shall repay or prepay such principal amount of the outstanding Loans, if any
(together with interest accrued thereon and any amounts due under Section
7.05(a)), as may be necessary so that after such payment the aggregate unpaid
principal




                                       15

<PAGE>



amount of the Loans does not exceed the amount of the Commitment as then
reduced. Each such payment or prepayment shall be applied to repay or prepay the
Loans of the Bank in direct order of maturity.

                  SECTION 2.11. General Provisions as to Payments. (a) The
Borrower shall make each payment of principal of, and interest on, the Loans and
of facility fees hereunder, not later than 11:00 A.M. (Columbia, South Carolina
time) on the date when due, in Federal or other funds immediately available in
Columbia, South Carolina, to the Bank at its address referred to in or specified
pursuant to Section 8.01.

                  (b) Whenever any payment of principal of, or interest on, the
Base Rate Loans or of fees shall be due on a day which is not a Domestic
Business Day, the date for payment thereof shall be extended to the next
succeeding Domestic Business Day. Whenever any payment of principal of, or
interest on, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day. If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.

                  (c) All payments of principal, interest and fees and all other
amounts to be made by the Borrower pursuant to this Agreement with respect to
any Loan or fee relating thereto shall be paid without deduction for, and free
from, any taxes, imposts, levies, duties, deductions, or withholdings of any
nature now or at anytime hereafter imposed by any governmental authority or by
any taxing authority thereof or therein excluding in the case of the Bank, (i)
taxes imposed on or measured by its net income, (ii) franchise taxes imposed on
it by the jurisdiction under the laws of which the Bank is organized or any
political subdivision thereof, and (iii) taxes imposed on its income, and
franchise taxes imposed on it, by the jurisdiction of the Bank's applicable
Lending Office or any political subdivision thereof (all such non-excluded
taxes, imposts, levies, duties, deductions or withholdings of any nature being
"Taxes"). In the event that the Borrower is required by applicable law to make
any such withholding or deduction of Taxes with respect to any Loan or fee or
other amount, the Borrower shall pay such deduction or withholding to the
applicable taxing authority, shall promptly furnish to the Bank in respect of
which such deduction or withholding is made all receipts and other documents
evidencing such payments and shall pay to the Bank additional amounts as may be
necessary in order that the amount received by the Bank after the required
withholding or other payment shall equal the amount the Bank would have received
had no such withholding or other payment been made. If no withholding or
deduction of Taxes is payable in respect of any Loan or fee relating thereto,
the Borrower shall furnish the Bank, at the Bank's request, a certificate from
each applicable taxing authority or an opinion of counsel acceptable to the
Bank, in either case stating that such payments are exempt from or not subject
to withholding or deduction of Taxes. If the Borrower fails to provide such
original or certified copy of a receipt evidencing payment of Taxes or
certificate(s) or opinion of counsel of exemption, the Borrower hereby agrees to
compensate the Bank for, and indemnify them with respect to, the tax
consequences of the Borrower's failure to provide evidence of tax payments or
tax exemption.





                                       16

<PAGE>



                  In the event the Bank receives a refund of any Taxes paid by
the Borrower pursuant to this Section 2.11, it will pay to the Borrower the
amount of such refund promptly upon receipt thereof; provided, however, if at
any time thereafter it is required to return such refund, the Borrower shall
promptly repay to it the amount of such refund.

                  Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower contained
in this Section 2.11 shall be applicable with respect to any Participant,
Assignee or other Transferee, and any calculations required by such provisions
(i) shall be made based upon the circumstances of such Participant, Assignee or
other Transferee, and (ii) constitute a continuing agreement which shall survive
the termination of this Agreement and the payment in full or cancellation of the
Note.

                  SECTION 2.12. Computation of Interest and Fees. Interest on
Base Rate Loans based on the Base Rate shall be computed on the basis of a year
of 360 days and paid for the actual number of days elapsed (including the first
day but excluding the last day). Interest on Euro-Dollar Loans shall be computed
on the basis of a year of 360 days and paid for the actual number of days
elapsed (including the first day but excluding the last day). Facility fees and
any other fees payable hereunder shall be computed on the basis of a year of 360
days and paid for the actual number of days elapsed (including the first day but
excluding the last day).


                                   ARTICLE III

                            CONDITIONS TO BORROWINGS


                  SECTION 3.01. Conditions to Closing. On the Closing Date, the
Borrower shall satisfy each of the following conditions:

                  (a) receipt by the Bank from the Borrower of a duly executed
counterpart of this Agreement signed by the Borrower;

                  (b) receipt by the Bank of a duly executed Note for the
account of the Bank complying with the provisions of Section 2.03;

                  (c) receipt by the Bank of an opinion (together with any
opinions of local counsel relied on therein) of Sherrill & Roof, LLP, counsel
for the Borrower, dated as of the Closing Date, substantially in the form of
Exhibit B hereto and covering such additional matters relating to the
transactions contemplated hereby as the Bank may reasonably request;

                  (d) receipt by the Bank of a certificate, dated the Closing
Date, substantially in the form of Exhibit C hereto, signed by a principal
financial officer of the Borrower, to the effect that (i) no Default has
occurred and is continuing on the Closing Date and (ii) the representations and
warranties of the Borrower contained in Article IV are true on and as of the
Closing Date;





                                                        17

<PAGE>



                  (e) receipt by the Bank of all documents which the Bank may
reasonably request relating to the existence of the Borrower, the corporate
authority for and the validity of this Agreement and the Note, and any other
matters relevant hereto, all in form and substance satisfactory to the Bank,
including without limitation a certificate of incumbency of the Borrower, signed
by the Secretary or an Assistant Secretary of the Borrower, substantially in the
form of Exhibit D hereto, certifying as to the names, true signatures and
incumbency of the officer or officers of the Borrower authorized to execute and
deliver the Loan Documents, and certified copies of the following items: (i) the
Borrower's Certificate of Incorporation, (ii) the Borrower's Bylaws, (iii) a
certificate of the Secretary of State of the State of South Carolina as to the
good standing of the Borrower as a South Carolina corporation, and (iv) the
action taken by the Board of Directors of the Borrower authorizing the
Borrower's execution, delivery and performance of this Agreement, the Note and
the other Loan Documents to which the Borrower is a party; and

                  (f) receipt by the Bank of a Notice of Borrowing.

                  SECTION 3.02. Conditions to All Borrowings. The obligation of
the Bank to make a Loan on the occasion of each Borrowing is subject to the
satisfaction of the following conditions:

                  (a) receipt by the Bank of a Notice of Borrowing as required
by Section 2.02;

                  (b) the fact that, immediately before and after such
Borrowing, no Default shall have occurred and be continuing;

                  (c) the fact that the representations and warranties of the
Borrower contained in Article IV of this Agreement shall be true on and as of
the date of such Borrowing; and

                  (d) the fact that, immediately after such Borrowing the
aggregate outstanding principal amount of the Loans of the Bank will not exceed
the amount of its Commitment.

Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the truth and accuracy of the
facts specified in clauses (b), (c) and (d) of this Section; provided that such
Borrowing shall not be deemed to be such a representation and warranty to the
effect set forth in Section 4.04(b) as to any event, act or condition having a
Material Adverse Effect which has theretofore been disclosed in writing by the
Borrower to the Bank if the aggregate outstanding principal amount of the Loans
immediately after such Borrowing will not exceed the aggregate outstanding
principal amount thereof immediately before such Borrowing.






                                       18

<PAGE>



                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES


                  The Borrower represents and warrants that:

                  SECTION 4.01. Corporate Existence and Power. The Borrower is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, is duly qualified to transact business
in every jurisdiction where, by the nature of its business, such qualification
is necessary, and has all corporate powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.

                  SECTION 4.02. Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Borrower of this
Agreement, the Note and the other Loan Documents (i) are within the Borrower's
corporate powers, (ii) have been duly authorized by all necessary corporate
action, (iii) require no action by or in respect of, or filing with, any
governmental body, agency or official, (iv) do not contravene, or constitute a
default under, any provision of applicable law or regulation or of the
certificate of incorporation or by-laws of the Borrower or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the
Borrower or any of its Subsidiaries, and (v) do not result in the creation or
imposition of any Lien on any asset of the Borrower or any of its Subsidiaries.

                  SECTION 4.03. Binding Effect. This Agreement constitutes a
valid and binding agreement of the Borrower enforceable in accordance with its
terms, and the Note and the other Loan Documents, when executed and delivered in
accordance with this Agreement, will constitute valid and binding obligations of
the Borrower enforceable in accordance with their respective terms, provided
that the enforceability hereof and thereof is subject in each case to general
principles of equity and to bankruptcy, insolvency and similar laws affecting
the enforcement of creditors' rights generally.

                  SECTION 4.04. Financial Information. (a) The consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as of December
31, 1996, and the related consolidated statements of net earnings, shareholders'
equity and cash flows for the Fiscal Year then ended, reported on by Price
Waterhouse, LLP copies of which have been delivered to the Bank, and the
unaudited consolidated financial statements of the Borrower for the interim
period ended March 31, 1997, copies of which have been delivered to the Bank,
fairly present, in conformity with GAAP, the consolidated financial position of
the Borrower and its Consolidated Subsidiaries as of such dates and their
consolidated results of operations and cash flows for such periods stated.

                  (b) Since December 31, 1996, there has been no event, act,
condition or occurrence having a Material Adverse Effect.

                  SECTION 4.05. Litigation. There is no action, suit or
proceeding pending, or to the knowledge of the Borrower threatened, against or
affecting the Borrower or any of its Subsidiaries before any court or arbitrator
or any governmental body, agency or official which could have a




                                       19

<PAGE>



Material Adverse Effect or which in any manner draws into question the validity
or enforceability of, or could impair the ability of the Borrower to perform its
obligations under, this Agreement, the Note or any of the other Loan Documents.

                  SECTION 4.06. Compliance with ERISA. (a) The Borrower and each
member of the Controlled Group have fulfilled their obligations under the
minimum funding standards of ERISA and the Code with respect to each Plan and
are in compliance in all material respects with the presently applicable
provisions of ERISA and the Code, and have not incurred any liability to the
PBGC or a Plan under Title IV of ERISA.

                  (b) Neither the Borrower nor any member of the Controlled
Group is or ever has been obligated to contribute to any Multiemployer Plan.

                  SECTION 4.07. Taxes. There have been filed on behalf of the
Borrower and its Subsidiaries all Federal, state and local income, excise,
property and other tax returns which are required to be filed by them and all
taxes due pursuant to such returns or pursuant to any assessment received by or
on behalf of the Borrower or any Subsidiary have been paid. The charges,
accruals and reserves on the books of the Borrower and its Subsidiaries in
respect of taxes or other governmental charges are, in the opinion of the
Borrower, adequate. United States income tax returns of the Borrower and its
Subsidiaries have been examined and closed through the Fiscal Year ended
December 31, 1993.

                  SECTION 4.08. Subsidiaries. Each of the Borrower's
Subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation, is duly qualified
to transact business in every jurisdiction where, by the nature of its business,
such qualification is necessary, and has all corporate powers and all
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted. The Borrower has no Subsidiaries except those
Subsidiaries listed on Schedule 4.08, which accurately sets forth each such
Subsidiary's complete name and jurisdiction of incorporation.

                  SECTION 4.09. Not an Investment Company. Neither the Borrower
nor any of its Subsidiaries is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

                  SECTION 4.10 Public Utility Holding Company Act. Neither the
Borrower nor any of its Subsidiaries is a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company," as such terms are defined in the
Public Utility Holding Company Act of 1935, as amended.

                  SECTION 4.11. Ownership of Property; Liens. Each of the
Borrower and its Consolidated Subsidiaries has title to its properties
sufficient for the conduct of its business, and none of such property is subject
to any Lien except as permitted in Section 5.07.

                  SECTION 4.12. No Default. Neither the Borrower nor any of its
Consolidated Subsidiaries is in default under or with respect to any agreement,
instrument or undertaking to which




                                       20

<PAGE>



it is a party or by which it or any of its property is bound which could have or
cause a Material Adverse Effect. No Default or Event of Default has occurred and
is continuing.

                  SECTION 4.13. Full Disclosure. All information heretofore
furnished by the Borrower to the Bank for purposes of or in connection with this
Agreement or any transaction contemplated hereby is, and all such information
hereafter furnished by the Borrower to the Bank will be, true, accurate and
complete in every material respect or based on reasonable estimates on the date
as of which such information is stated or certified. The Borrower has disclosed
to the Bank in writing any and all facts which could have or cause a Material
Adverse Effect.

                  SECTION 4.14. Environmental Matters. (a) Neither the Borrower
nor any Subsidiary is subject to any Environmental Liability which could have or
cause a Material Adverse Effect. Neither the Borrower nor any Subsidiary has
been designated by an Environmental Authority as a potentially responsible party
under CERCLA or under any state statute similar to CERCLA. None of the
Properties have been identified on any current (i) National Priorities List
under 40 C.F.R. ss. 300, (ii) CERCLIS list or (iii) any list arising from a
state statute similar to CERCLA.

                  (b) (i) To the best of the knowledge of the Responsible
                  Environmental Officers without an independent inquiry having
                  been conducted for the purposes of this Agreement, prior to
                  the Borrower or any Subsidiary of the Borrower owning,
                  leasing, occupying or otherwise using the Properties, no
                  Hazardous Materials were used, produced, manufactured,
                  processed, treated, recycled, generated, stored, disposed of,
                  managed or otherwise handled at, or shipped or transported to
                  or from the Properties or were otherwise present at, on, in or
                  under the Properties, or, at or from any adjacent site or
                  facility, except for Hazardous Materials, such as cleaning
                  solvents, pesticides and other materials used, produced,
                  manufactured, processed, treated, recycled, generated, stored,
                  disposed of, managed or otherwise handled in amounts as
                  required for the ordinary course of business and in compliance
                  with all applicable Environmental Requirements.

                           (ii) Except as disclosed on Schedule 4.14, after the
                  date that the Borrower or any Subsidiary of the Borrower has
                  first owned, leased, occupied or otherwise used any of the
                  Properties, no Hazardous Materials have been or are being
                  used, produced, stored, handled or are otherwise present at,
                  on, in or under the Properties, or, to the best of the
                  knowledge of the Responsible Environmental Officers without an
                  independent inquiry having been conducted for the purposes of
                  this Agreement, at or from any adjacent site or facility,
                  except for Hazardous Materials such as cleaning solvents,
                  pesticides and other materials used, produced, stored, handled
                  or otherwise present in amounts as required for the ordinary
                  course of business and in compliance with all applicable
                  Environmental Requirements.

                  (c) The Borrower, and each of its Subsidiaries, has procured
all material Environmental Authorizations necessary for the conduct of its
business, and is in compliance with all Environmental Requirements in connection
with the operation of the Properties and the Borrower's, and each of its
Subsidiary's, respective businesses, except as disclosed on Schedule 4.14
hereto.




                                       21

<PAGE>



                  (d) As used in this Section 4.14:

                           (i) "Responsible Environmental Officers" means (i)
                  any officers or managers of the Borrower or a Subsidiary of
                  the Borrower who is (or with others are) the primary Person(s)
                  responsible for the environmental condition of the Properties
                  and the Properties' compliance with Environmental
                  Requirements; and (ii) the respective successors of the
                  foregoing Persons. On the Closing Date, the Borrower
                  represents that the Responsible Environmental Officer is Paul
                  E. Odom, Jr., Vice President;

                           (ii) "Properties" means all real property owned,
                  leased or to the best knowledge of the Responsible
                  Environmental Officers without an independent inquiry having
                  been conducted for the purposes of this Agreement, otherwise
                  used or occupied by the Borrower or any Subsidiary, wherever
                  located; provided, however, that with respect to Section
                  4.14(b) and the third sentence of Section 4.14(a) the term
                  "Properties" shall not include any real property that the
                  Borrower or any Subsidiary holds title to in its capacity
                  solely as trustee or in another fiduciary capacity.

                           (iii) A Material Adverse Effect shall be deemed to
                  have occurred: (1) with regard to an Environmental Liability
                  applicable to any single Property if such Environmental
                  Liability is in an amount equal to or greater than three
                  percent (3%) of Stockholders' Equity; or (2) if, at any time,
                  the total Environmental Liabilities applicable to the Borrower
                  and its Subsidiaries are in an aggregate amount equal to or
                  greater than three percent (3%) of Stockholders' Equity.

                  SECTION 4.15. Compliance with Laws. The Borrower and each
Subsidiary is in compliance with all applicable laws, including, without
limitation, all Environmental Laws, except where any failure to comply with any
such laws would not, alone or in the aggregate, have a Material Adverse Effect.

                  SECTION 4.16. Capital Stock. All Capital Stock, debentures,
bonds, notes and all other securities of the Borrower and its Subsidiaries
presently issued and outstanding are validly and properly issued in accordance
with all applicable laws, including, but not limited to, the "Blue Sky" laws of
all applicable states and the federal securities laws. The issued shares of
Capital Stock of the Borrower's Wholly Owned Subsidiaries are owned by the
Borrower free and clear of any Lien or adverse claim. At least a majority of the
issued shares of capital stock of each of the Borrower's other Subsidiaries
(other than Wholly Owned Subsidiaries) is owned by the Borrower free and clear
of any Lien or adverse claim.

                  SECTION 4.17. Margin Stock. Neither the Borrower nor any of
its Subsidiaries is engaged principally, or as one of its important activities,
in the business of purchasing or carrying any Margin Stock, and no part of the
proceeds of any Loan will be used to purchase or carry any Margin




                                       22

<PAGE>



Stock in a manner which violates, or which is inconsistent with, the provisions
of Regulations G, T, U or X, or to extend credit to others for the purpose of
purchasing or carrying any Margin Stock in a manner which violates, or which is
inconsistent with, the provisions of Regulations G, T, U or X, or be used for
any purpose which violates, or which is inconsistent with, the provisions of
Regulations G, T, U or X.

                  SECTION 4.18. Insolvency. After giving effect to the execution
and delivery of the Loan Documents and the making of the Loans under this
Agreement, the Borrower will not be "insolvent" within the meaning of such term
as used in O.C.G.A. ss. 18-2-22 or as defined in ss. 101 of Title 11 of the
United States Code or Section 2 of the Uniform Fraudulent Transfer Act, or any
other applicable state law pertaining to fraudulent transfers, as each may be
amended from time to time, or be unable to pay its debts generally as such debts
become due, or have an unreasonably small capital to engage in any business or
transaction, whether current or contemplated.


                                    ARTICLE V

                                    COVENANTS

                  The Borrower agrees that, so long as the Bank has a Commitment
hereunder or any amount payable under the Note remains unpaid:

                  SECTION 5.01. Information. The Borrower will deliver to the
Bank:

                  (a) as soon as available and in any event within 90 days after
the end of each Fiscal Year, a consolidated balance sheet of the Borrower and
its Consolidated Subsidiaries as of the end of such Fiscal Year and the related
consolidated statements of net earnings, shareholders' equity and cash flows for
such Fiscal Year, setting forth in each case in comparative form the figures for
the previous fiscal year, all certified by Price Waterhouse, LLP or other
independent public accountants of nationally recognized standing, with such
certification to be free of exceptions and qualifications not acceptable to the
Bank;

                  (b) as soon as available and in any event within 45 days after
the end of each of the first three (3) Fiscal Quarters of each Fiscal Year, a
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
of the end of such Fiscal Quarter and the related statement of net earnings for
such Fiscal Quarter and for the portion of the Fiscal Year ended at the end of
such Fiscal Quarter and the related statement of cash flows for the portion of
the Fiscal Year ended at the end of such Fiscal Quarter, setting forth in each
case in comparative form the figures for the corresponding Fiscal Quarter and
the corresponding portion of the previous Fiscal Year, all certified (subject to
normal year-end adjustments) as to fairness of presentation, GAAP and
consistency by the chief financial officer or the chief accounting officer of
the Borrower;

                  (c) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate,
substantially in the form of Exhibit E (a "Compliance Certificate"), of the
chief financial officer or the chief accounting officer of the Borrower (i)
setting




                                       23

<PAGE>



forth in reasonable detail the calculations required to establish whether the
Borrower was in compliance with the requirements of Sections 5.03 through 5.05,
inclusive, 5.07, 5.10, 5.20 and 5.21 on the date of such financial statements,
and (ii) stating whether any Default exists on the date of such certificate and,
if any Default then exists, setting forth the details thereof and the action
which the Borrower is taking or proposes to take with respect thereto;

                  (d) simultaneously with the delivery of each set of annual
financial statements referred to in clause (a) above, a statement of the firm of
independent public accountants which reported on such statements to the effect
that nothing has come to their attention to cause them to believe that any
Default existed on the date of such financial statements;

                  (e) within five (5) Domestic Business Days after the Borrower
becomes aware of the occurrence of any Default, a certificate of the chief
financial officer or the chief accounting officer of the Borrower stating that
it is a "Notice of Default" and setting forth the details thereof and the action
which the Borrower is taking or proposes to take with respect thereto;

                  (f) promptly upon the mailing thereof to the shareholders of
the Borrower generally, copies of all financial statements, reports and proxy
statements so mailed;

                  (g) promptly upon the filing thereof, copies of all
registration statements (other than the exhibits thereto and any registration
statements on Form S-8 or its equivalent) and annual, quarterly or monthly
reports which the Borrower shall have filed with the Securities and Exchange
Commission;

                  (h) if and when the Borrower or any member of the Controlled
Group (i) gives or is required to give notice to the PBGC of any "reportable
event" (as defined in Section 4043 of ERISA) with respect to any Plan which
might constitute grounds for a termination of such Plan under Title IV of ERISA,
or knows that the plan administrator of any Plan has given or is required to
give notice of any such reportable event, a copy of the notice of such
reportable event given or required to be given to the PBGC; (ii) receives notice
of complete or partial withdrawal liability under Title IV of ERISA, a copy of
such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of
an intent to terminate or appoint a trustee to administer any Plan, a copy of
such notice;

                  (i) promptly after the Borrower knows of the commencement
thereof, notice of any litigation, dispute or proceeding involving a claim
against the Borrower and/or any Subsidiary for $5,000,000 or more;

                  (j) promptly after the sending or filing of the same, copies
of all call reports and other reports, including without limitation responses to
administrative enforcement actions, and modifications or amendments thereto,
that the Borrower or its Subsidiaries sends or files with any regulatory agency;

                  (k) promptly after each amendment or modification to the
First-Citizens Investment Policy, a copy of such amendment or modification; and





                                       24

<PAGE>



                  (l) from time to time such additional information regarding
the financial position or business of the Borrower and its Subsidiaries as the
Bank, may reasonably request.

                  SECTION 5.02. Inspection of Property, Books and Records. The
Borrower will (i) keep, and will cause each Subsidiary to keep, proper books of
record and account in which full, true and correct entries in conformity with
GAAP shall be made of all dealings and transactions in relation to its business
and activities (except for each Subsidiary whose accounting matters are by
applicable law required to be treated in accordance with statutory accounting
principles, each of which Subsidiaries the Borrower shall cause to keep proper
books of record and account in which full, true and correct entries in
conformity with statutory accounting principles shall be made of all dealings
and transactions in relation to such Subsidiary's business and activities); and
(ii) permit, and will cause each Subsidiary to permit, representatives of any
Bank at such Bank's expense prior to the occurrence of an Event of Default, and
at the Borrower's expense after the occurrence of an Event of Default, to visit
and inspect any of their respective properties, to examine and make abstracts
from any of their respective books and records and to discuss their respective
affairs, finances and accounts with their respective officers, employees and
independent public accountants. The Borrower agrees to cooperate and assist in
such visits and inspections, in each case at such reasonable times and as often
as may reasonably be desired, provided that the Bank shall not conduct any
environmental investigation, sampling or testing of any Property, including the
air, land and water at, on or underlying the Property without the express
written authorization of the Borrower.

                  SECTION 5.03. Asset Quality. The ratio of: (A) the sum of: (i)
Nonperforming Loans, plus (ii) other real estate owned determined with respect
to First-Citizens Bank and Trust Company of South Carolina to (B) the sum of:
(i) Total Gross Loans, plus (ii) other real estate owned, determined with
respect to First-Citizens Bank and Trust Company of South Carolina, shall not at
any time exceed .01 to 1.0.

                  SECTION 5.04. Ratio of Allowance for Loan and Lease Losses to
Nonperforming Loans. The ratio of Allowance for Loan and Lease Losses to
Nonperforming Loans shall not at any time be less than 2.0 to 1.0.

                  SECTION 5.05. Debt. Neither the Borrower nor any Subsidiary of
the Borrower shall at any time incur, create, assume, or permit to exist any
Debt except: (1) the Loans; (2) Debt owing to the Borrower or another Subsidiary
of the Borrower; (3) Debt outstanding on the date of this Agreement in an
aggregate principal amount not exceeding $15,000,000; and (4) Debt, in addition
to Debt permitted under clauses (1), (2) and (3) of this Section, provided that
the aggregate outstanding principal amount of Debt of the Borrower and all
Subsidiaries of the Borrower permitted under this clause (4) shall not at any
time exceed $10,000,000 in the aggregate.

                  SECTION 5.06. Investments. Neither the Borrower nor any of its
Subsidiaries shall make Investments in any Person except Investments in (i)
Permitted Acquisitions and (ii) other Investments made in accordance with the
First-Citizens Investment Policy.





                                       25

<PAGE>



                  SECTION 5.07. Negative Pledge. Neither the Borrower nor any
Consolidated Subsidiary will create, assume or suffer to exist any Lien on any
assets now owned or hereafter acquired by it, except:

                  (a) Liens existing on the date of this Agreement securing Debt
outstanding on the date of this Agreement in an aggregate principal amount not
exceeding $3,000,000;

                  (b) any Lien existing on any asset of any corporation at the
time such corporation becomes a Consolidated Subsidiary and not created in
contemplation of such event;

                  (c) any Lien on any asset securing Debt incurred or assumed
for the purpose of financing all or any part of the cost of acquiring or
constructing such asset, provided that such Lien attaches to such asset
concurrently with or within 18 months after the acquisition or completion of
construction thereof;

                  (d) any Lien on any asset of any corporation existing at the
time such corporation is merged or consolidated with or into the Borrower or a
Consolidated Subsidiary and not created in contemplation of such event;

                  (e) any Lien existing on any asset prior to the acquisition
thereof by the Borrower or a Consolidated Subsidiary and not created in
contemplation of such acquisition;

                  (f) Liens securing Debt owing by any Subsidiary to the
Borrower;

                  (g) any Lien arising out of the refinancing, extension,
renewal or refunding of any Debt secured by any Lien permitted by any of the
foregoing clauses of this Section, provided that (i) such Debt is not secured by
any additional assets, and (ii) the amount of such Debt secured by any such Lien
is not increased;

                  (h) Liens incidental to the conduct of its business or the
ownership of its assets which (i) do not secure Debt, and (ii) do not in the
aggregate materially detract from the value of its assets or materially impair
the use thereof in the operation of its business;

                  (i) Liens created by First-Citizens Bank and Trust Company of
South Carolina in the ordinary course of business and consistently with
practices existing on December 31, 1996, on any loan or other obligation owing
to First-Citizens Bank and Trust Company of South Carolina in favor of any
Federal Reserve Bank or the United States Treasury as collateral security
pursuant to Regulation A of the Board of Governors of the Federal Reserve System
and operating circular issued by such Federal Reserve Bank; and

                  (j) Liens not otherwise permitted by the foregoing clauses of
this Section securing Debt (other than indebtedness represented by the Note) in
an aggregate principal amount at any time outstanding not to exceed $10,000,000;
provided, however, neither the Borrower nor any Consolidated Subsidiary will
create, assume or suffer to exist any Lien on any shares of stock of
First-Citizens Bank and Trust Company of South Carolina now owned or hereafter
acquired.




                                       26

<PAGE>



                  SECTION 5.08. Maintenance of Existence. The Borrower shall,
and shall cause each Subsidiary to, maintain its corporate existence and carry
on its business in substantially the same manner and in substantially the same
fields as such business is now carried on and maintained.

                  SECTION 5.09. Dissolution. Neither the Borrower nor any of its
Subsidiaries shall suffer or permit dissolution or liquidation either in whole
or in part, except through corporate reorganization to the extent permitted by
Section 5.10.

                  SECTION 5.10. Consolidations, Mergers and Sales of Assets. The
Borrower will not, nor will it permit any Subsidiary to, consolidate or merge
with or into, or sell, lease or otherwise transfer all or any substantial part
of its assets to, any other Person, or discontinue or eliminate any business
line or segment, provided that (a) the Borrower or any of its Subsidiaries may
merge with another Person (other than the Borrower) if (i) such Person was
organized under the laws of the United States of America or one of its states,
(ii) the Borrower or its merging Subsidiary is the corporation surviving such
merger, and (iii) immediately after giving effect to such merger, no Default
shall have occurred and be continuing, (b) Subsidiaries of the Borrower may
merge with one another, and (c) the foregoing limitation on the sale, lease or
other transfer of assets and on the discontinuation or elimination of a business
line or segment shall not prohibit, during any Fiscal Quarter, a transfer of
assets or the discontinuance or elimination of a business line or segment (in a
single transaction or in a series of related transactions) unless the aggregate
assets to be so transferred or utilized in a business line or segment to be so
discontinued, when combined with all other assets transferred, and all other
assets utilized in all other business lines or segments discontinued, during
such Fiscal Quarter and the immediately preceding seven Fiscal Quarters,
constituted more than 5% of Consolidated Total Assets at the end of the eighth
Fiscal Quarter immediately preceding such Fiscal Quarter.

                  SECTION 5.11. Use of Proceeds. No portion of the proceeds of
the Loans will be used by the Borrower or any Subsidiary (i) in connection with,
either directly or indirectly, any tender offer for, or other acquisition of,
stock of any corporation with a view towards obtaining control of such other
corporation (other than in connection with an acquisition that constitutes a
Permitted Acquisition), or (ii) for any purpose in violation of (or in a manner
so as to cause the Bank to be in violation of) any applicable law or regulation,
including, without limitation, Regulations G, T, U and X. At no time will the
value of Margin Stock purchased or held by the Borrower exceed 25% of
Unencumbered Total Assets of the Borrower.

                  SECTION 5.12. Compliance with Laws; Payment of Taxes. The
Borrower will, and will cause each of its Subsidiaries and each member of the
Controlled Group to, comply with applicable laws (including but not limited to
ERISA), regulations and similar requirements of governmental authorities
(including but not limited to PBGC), except where the necessity of such
compliance is being contested in good faith through appropriate proceedings
diligently pursued. The Borrower will, and will cause each of its Subsidiaries
to, pay promptly when due all taxes, assessments, governmental charges, claims
for labor, supplies, rent and other obligations which, if unpaid, might become a
lien against the property of the Borrower or any Subsidiary, except liabilities
being contested in good faith by appropriate proceedings diligently pursued and
against which, if requested by the Borrower shall have set up reserves in
accordance with GAAP.





                                       27

<PAGE>



                  SECTION 5.13. Insurance. The Borrower will maintain, and will
cause each of its Subsidiaries to maintain (either in the name of the Borrower
or in such Subsidiary's own name), with financially sound and reputable
insurance companies, insurance on all the Properties in at least such amounts
and against at least such risks as are usually insured against in the same
general area by companies of established repute engaged in the same or similar
business.

                  SECTION 5.14. Change in Fiscal Year. The Borrower will not
change its Fiscal Year without the consent of the Bank.

                  SECTION 5.15. Maintenance of Property. The Borrower shall, and
shall cause each Subsidiary to, maintain all of its properties and assets in
good condition, repair and working order, ordinary wear and tear excepted.

                  SECTION 5.16. Environmental Notices. The Borrower shall
furnish to the Bank prompt written notice of all Environmental Liabilities,
pending, threatened or anticipated, Environmental Proceedings, Environmental
Notices, Environmental Judgments and Orders, and Environmental Releases at, on,
in, under or in any way affecting the Properties (or any adjacent property as to
which the Borrower has actual knowledge), and all facts, events, or conditions
that
could lead to any of the foregoing.

                  SECTION 5.17. Environmental Matters. The Borrower and its
Subsidiaries will not, and will not permit any Third Party to, use, produce,
manufacture, process, treat, recycle, generate, store, dispose of, manage at, or
otherwise handle or ship or transport to or from the Properties any Hazardous
Materials except for Hazardous Materials such as cleaning solvents, pesticides
and other similar materials used, produced, manufactured, processed, treated,
recycled, generated, stored, disposed of, managed or otherwise handled in
amounts required for the ordinary course of business and in compliance with all
applicable Environmental Requirements.

                  SECTION 5.18. Environmental Release. The Borrower agrees that
upon the occurrence of an Environmental Release at or on any of the Properties
it will act immediately to investigate the extent of, and to take appropriate
remedial action to eliminate, such Environmental Release in accordance with any
and all Environmental Requirements.

                  SECTION 5.19. Ownership of First-Citizens Bank and Trust
Company of South Carolina. The Borrower shall not at any time own less than 100%
of the issued and outstanding capital stock of First-Citizens Bank and Trust
Company of South Carolina.

                  SECTION 5.20. Well-Capitalized Status. The Borrower shall
cause First-Citizens Bank and Trust Company of South Carolina to maintain, at
all times, a status of "well capitalized" determined in accordance with the FDIC
Capital Maintenance Regulations set forth at 12 C.F.R. ss.325.103.

                  SECTION 5.21. Return on Assets. The ratio of: (A) Net Income
of First-Citizens Bank and Trust Company of South Carolina, to (B) average
assets of First-Citizens Bank and Trust




                                       28

<PAGE>



Company of South Carolina shall not at any time be less than seven and one-half
tenths of one percent (0.75%).


                                   ARTICLE VI

                                    DEFAULTS


                  SECTION 6.01. Events of Default. If one or more of the
following events ("Events of Default") shall have occurred and be continuing:

                  (a) the Borrower shall fail to pay when due any principal of
any Loan or shall fail to pay any interest on any Loan within five Domestic
Business Days after such interest shall become due, or shall fail to pay any fee
or other amount payable hereunder within five Domestic Business Days after such
fee or other amount becomes due; or

                  (b) the Borrower shall fail to observe or perform any covenant
contained in Sections 5.02(ii), 5.03 to 5.04, inclusive, 5.07 to 5.11,
inclusive, 5.20 or 5.21; or

                  (c) the Borrower shall fail to observe or perform any covenant
or agreement contained or incorporated by reference in this Agreement (other
than those covered by clause (a) or (b) above) for thirty (30) days after the
earlier of (i) the first day on which a Responsible Officer has knowledge of
such failure or (ii) written notice thereof has been given to the Borrower by
the Bank; or

                  (d) any representation, warranty, certification or statement
made or deemed made by the Borrower in Article IV of this Agreement or in any
certificate, financial statement or other document delivered pursuant to this
Agreement shall prove to have been incorrect or misleading in any material
respect when made (or deemed made); or

                  (e) the Borrower or any Subsidiary shall fail to make any
payment in respect of Debt, in an aggregate principal amount in excess of
$9,000,000, outstanding (other than the Note) when due or within any applicable
grace period; or

                  (f) any event or condition shall occur which results in the
acceleration of the maturity of Debt, in an aggregate principal amount in excess
of $9,000,000, outstanding of the Borrower or any Subsidiary or the mandatory
prepayment or purchase of such Debt by the Borrower (or its designee) or such
Subsidiary (or its designee) prior to the scheduled maturity thereof, or enables
(or, with the giving of notice or lapse of time or both, would enable) the
holders of such Debt or any Person acting on such holders' behalf to accelerate
the maturity thereof or require the mandatory prepayment or purchase thereof
prior to the scheduled maturity thereof, without regard to whether such holders
or other Person shall have exercised or waived their right to do so; or





                                       29

<PAGE>



                  (g) the Borrower or any Subsidiary shall commence a voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally, or shall admit in writing its
inability, to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing; or

                  (h) an involuntary case or other proceeding shall be commenced
against the Borrower or any Subsidiary seeking liquidation, reorganization or
other relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Borrower or any Subsidiary under the federal
bankruptcy laws as now or hereafter in effect; or

                  (i) the Borrower or any member of the Controlled Group shall
fail to pay when due any material amount which it shall have become liable to
pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to
terminate a Plan or Plans shall be filed under Title IV of ERISA by the
Borrower, any member of the Controlled Group, any plan administrator or any
combination of the foregoing; or the PBGC shall institute proceedings under
Title IV of ERISA to terminate or to cause a trustee to be appointed to
administer any such Plan or Plans or a proceeding shall be instituted by a
fiduciary of any such Plan or Plans to enforce Section 515 or 4219(c)(5) of
ERISA and such proceeding shall not have been dismissed within 30 days
thereafter; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any such Plan or Plans must be
terminated; or

                  (j) one or more judgments or orders for the payment of money
in an aggregate amount in excess of $1,000,000 shall be rendered against the
Borrower or any Subsidiary and such judgment or order shall continue unsatisfied
and unstayed for a period of 30 days; or

                  (k) a federal tax lien shall be filed against the Borrower
under Section 6323 of the Code or a lien of the PBGC shall be filed against the
Borrower or any Subsidiary under Section 4068 of ERISA and in either case such
lien shall remain undischarged for a period of 25 days after the date of filing;
or

                  (l) (i) any Person or two or more Persons (other than the
Holding Family) acting in concert shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 of the Securities and Exchange Commission
under the Securities Exchange Act of 1934) of 20% or more of the outstanding
shares of the voting stock of the Borrower, or (ii) as of any date a majority of
the Board of Directors of the Borrower consists of individuals who were not
either (A) directors of the Borrower as of the corresponding date of the
previous year, (B) selected or nominated to become directors by the Board of
Directors of the Borrower of which a majority consisted of individuals




                                       30

<PAGE>



described in clause (A), or (C) selected or nominated to become directors by the
Board of Directors of the Borrower of which a majority consisted of individuals
described in clause (A) and individuals described in clause (B); or

                  (m) the Holding Family shall at any time fail to have
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934) of outstanding
shares of the voting stock of the Borrower possessing at least 50.1% of the
voting power of all outstanding shares of the voting stock of the Borrower; or

                  (n) the occurrence of any event, act or condition which the
Bank determines either does cause or has a reasonable probability of causing a
Material Adverse Effect,

                  then, and in every such event, the Bank shall (i) by notice to
the Borrower terminate the Commitment and it shall thereupon terminate, and (ii)
by notice to the Borrower declare the Note (together with accrued interest
thereon) and all other amounts payable hereunder and under the other Loan
Documents to be, and the Note (together with all accrued interest thereon) and
all other amounts payable hereunder and under the other Loan Documents shall
thereupon become, immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the
Borrower; provided that if any Event of Default specified in clause (g) or (h)
above occurs with respect to the Borrower, without any notice to the Borrower or
any other act by the Bank, the Commitment shall thereupon automatically
terminate and the Note (together with accrued interest thereon) and all other
amounts payable hereunder and under the other Loan Documents shall automatically
become immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrower.
Notwithstanding the foregoing, the Bank shall have available to it all other
remedies at law or equity.


                                   ARTICLE VII

                      CHANGE IN CIRCUMSTANCES; COMPENSATION


                  SECTION 7.01. Basis for Determining Interest Rate Inadequate
or Unfair. If on or prior to the first day of any Interest Period:

                  (a) the Bank determines that deposits in Dollars (in the
applicable amounts) are not being offered in the relevant market for such
Interest Period, or

                  (b) the London Interbank Offered Rate, as determined by the
Bank will not adequately and fairly reflect the cost to the Bank of funding the
relevant type of Euro-Dollar Loans for such Interest Period,

the Bank shall forthwith give notice thereof to the Borrower, whereupon until
the Bank notifies the Borrower that the circumstances giving rise to such
suspension no longer exist, the obligation of the Bank to make the Euro-Dollar
Loans specified in such notice shall be suspended. Unless the Borrower




                                       31

<PAGE>



notifies the Bank at least two (2) Domestic Business Days before the date of any
Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given
that it elects not to borrow on such date, such Borrowing shall instead be made
as a Base Rate Borrowing.

                  SECTION 7.02. Illegality. If, after the date hereof, the
adoption of any applicable law, rule or regulation, or any change in any
existing or future 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 (any
such authority, bank or agency being referred to as an "Authority" and any such
event being referred to as a "Change of Law"), or compliance by the Bank (or its
Lending Office) with any request or directive (whether or not having the force
of law) of any Authority shall make it unlawful or impossible for the Bank (or
its Lending Office) to make, maintain or fund its Euro-Dollar Loans and the Bank
shall so notify the Borrower, whereupon until the Bank notifies the Borrower
that the circumstances giving rise to such suspension no longer exist, the
obligation of the Bank to make Euro-Dollar Loans shall be suspended. Before
giving any notice to the Borrower pursuant to this Section, the Bank shall
designate a different Lending Office if such designation will avoid the need for
giving such notice and will not, in the judgment of the Bank, be otherwise
disadvantageous to the Bank. If the Bank shall determine that it may not
lawfully continue to maintain and fund any of its outstanding Euro-Dollar Loans
to maturity and shall so specify in such notice, the Borrower shall immediately
prepay in full the then outstanding principal amount of each Euro-Dollar Loan of
the Bank, together with accrued interest thereon and any amount due the Bank
pursuant to Section 7.05(a). Concurrently with prepaying each such Euro-Dollar
Loan, the Borrower shall borrow a Base Rate Loan in an equal principal amount
from the Bank and the Bank shall make such a Base Rate Loan.

                  SECTION 7.03. Increased Cost and Reduced Return. (a) If after
the date hereof, a Change of Law or compliance by the Bank (or its Lending
Office) with any request or directive (whether or not having the force of law)
of any Authority:

                           (i) shall subject the Bank (or its Lending Office) to
                  any tax, duty or other charge with respect to its Euro-Dollar
                  Loans, its Note or its obligation to make Euro-Dollar Loans,
                  or shall change the basis of taxation of payments to the Bank
                  (or its Lending Office) of the principal of or interest on its
                  Euro-Dollar Loans or any other amounts due under this
                  Agreement in respect of its Euro-Dollar Loans or its
                  obligation to make Euro-Dollar Loans (except for changes in
                  the rate of tax on the overall net income of the Bank or its
                  Lending Office imposed by the jurisdiction in which the Bank's
                  principal executive office or Lending Office is located); or

                           (ii) shall impose, modify or deem applicable any
                  reserve, special deposit or similar requirement (including,
                  without limitation, any such requirement imposed by the Board
                  of Governors of the Federal Reserve System, but excluding with
                  respect to any Euro-Dollar Loan any such requirement included
                  in an applicable Euro-Dollar Reserve Percentage) against
                  assets of, deposits with or for the account of, or credit
                  extended by, the Bank (or its Lending Office); or





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<PAGE>



                           (iii) shall impose on the Bank (or its Lending
                  Office) or on the London interbank market any other condition
                  affecting its Euro-Dollar Loans, its Note or its obligation to
                  make Euro-Dollar Loans;

and the result of any of the foregoing is to increase the cost to the Bank (or
its Lending Office) of making or maintaining any Euro-Dollar Loan, or to reduce
the amount of any sum received or receivable by the Bank (or its Lending Office)
under this Agreement or under its Note with respect thereto, by an amount deemed
by the Bank to be material, then, within 15 days after demand by the Bank, the
Borrower shall pay to the Bank such additional amount or amounts as will
compensate the Bank for such increased cost or reduction.

                  (b) If the Bank shall have determined that after the date
hereof the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change in any existing or future law, rule or regulation, or
any change in the interpretation or administration thereof, or compliance by the
Bank (or its Lending Office) with any request or directive regarding capital
adequacy (whether or not having the force of law) of any Authority, has or would
have the effect of reducing the rate of return on the Bank's capital as a
consequence of its obligations hereunder to a level below that which the Bank
could have achieved but for such adoption, change or compliance (taking into
consideration the Bank's policies with respect to capital adequacy) by an amount
deemed by the Bank to be material, then from time to time, within 15 days after
demand by the Bank, the Borrower shall pay to the Bank such additional amount or
amounts as will compensate the Bank for such reduction.

                  (c) The Bank will promptly notify the Borrower of any event of
which it has knowledge, occurring after the date hereof, which will entitle the
Bank to compensation pursuant to this Section and will designate a different
Lending Office if such designation will avoid the need for, or reduce the amount
of, such compensation and will not, in the judgment of the Bank, be otherwise
disadvantageous to the Bank. A certificate of the Bank claiming compensation
under this Section and setting forth the additional amount or amounts to be paid
to it hereunder shall be conclusive in the absence of manifest error. In
determining such amount, the Bank may use any reasonable averaging and
attribution methods.

                  (d) The provisions of this Section 7.03 shall be applicable
with respect to any Participant, Assignee or other Transferee, and any
calculations required by such provisions shall be made based upon the
circumstances of such Participant, Assignee or other Transferee.

                  SECTION 7.04. Base Rate Loans Substituted for Euro-Dollar
Loans. If (i) the obligation of the Bank to make or maintain Euro-Dollar Loans
has been suspended pursuant to Section 7.02 or (ii) the Bank has demanded
compensation under Section 7.03, and the Borrower shall, by at least five (5)
Euro-Dollar Business Days' prior notice to the Bank, have elected that the
provisions of this Section shall apply to the Bank, then, unless and until the
Bank notifies the Borrower that the circumstances giving rise to such suspension
or demand for compensation no longer apply:

                  (a) all Loans which would otherwise be made by the Bank as
Euro-Dollar Loans shall be made instead as Base Rate Loans, and





                                       33

<PAGE>



                  (b) after each of its Euro-Dollar Loans has been repaid, all
payments of principal which would otherwise be applied to repay such Euro-Dollar
Loans shall be applied to repay its Base Rate Loans.

In the event that the Borrower shall elect that the provisions of this Section
shall apply to the Bank, the Borrower shall remain liable for, and shall pay to
the Bank as provided herein, all amounts due the Bank under Section 7.03 in
respect of the period preceding the date of conversion of the Bank's Loans
resulting from the Borrower's election.

                  SECTION 7.05. Compensation. Upon the request of the Bank,
delivered to the Borrower, the Borrower shall pay to the Bank such amount or
amounts as shall compensate the Bank for any loss, cost or expense incurred by
the Bank as a result of:

                  (a) any payment or prepayment (pursuant to Section 2.09,
Section 2.10, Section 7.02 or otherwise) of a Euro-Dollar Loan on a date other
than the last day of an Interest Period for such Euro-Dollar Loan;

                  (b) any failure by the Borrower to prepay a Euro-Dollar Loan
on the date for such prepayment specified in the relevant notice of prepayment
hereunder; or

                  (c) any failure by the Borrower to borrow a Euro-Dollar Loan
on the date for the Euro-Dollar Borrowing of which such Euro-Dollar Loan is a
part specified in the applicable Notice of Borrowing delivered pursuant to
Section 2.02;

such compensation to include, without limitation, an amount equal to the excess,
if any, of (x) the amount of interest which would have accrued on the amount so
paid or prepaid or not prepaid or borrowed for the period from the date of such
payment, prepayment or failure to prepay or borrow to the last day of the then
current Interest Period for such Euro-Dollar Loan (or, in the case of a failure
to prepay or borrow, the Interest Period for such Euro-Dollar Loan which would
have commenced on the date of such failure to prepay or borrow) at the
applicable rate of interest for such Euro-Dollar Loan provided for herein over
(y) the amount of interest (as reasonably determined by the Bank) the Bank would
have paid on deposits in Dollars of comparable amounts having terms comparable
to such period placed with it by leading banks in the London interbank market.


                                  ARTICLE VIII

                                  MISCELLANEOUS


                  SECTION 8.01. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission or similar writing) and shall be given to such party at its address
or telecopy number set forth on the signature pages hereof or such other address
or telecopy number as such party may hereafter specify for the purpose by notice
to each other party. Each such notice, request or other communication shall be
effective (i) if given by telecopier,




                                       34

<PAGE>



when such telecopy is transmitted to the telecopy number specified in this
Section and the telecopy machine used by the sender provides a written
confirmation that such telecopy has been so transmitted or receipt of such
telecopy transmission is otherwise confirmed, (ii) if given by mail, 72 hours
after such communication is deposited in the mails with first class postage
prepaid, addressed as aforesaid, and (iii) if given by any other means, when
delivered at the address specified in this Section; provided that notices to the
Bank under Article II or Article VII shall not be effective until received.

                  SECTION 8.02. No Waivers. No failure or delay by the Bank in
exercising any right, power or privilege hereunder or under the Note or other
Loan Document shall operate as a waiver thereof and no single or partial
exercise thereof shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

                  SECTION 8.03. Expenses; Documentary Taxes; Indemnification.
(a) The Borrower shall pay (i) all out-of-pocket expenses of the Bank, including
fees and disbursements of special counsel for the Bank, in connection with the
preparation of this Agreement and the other Loan Documents, any waiver or
consent hereunder or thereunder or any amendment hereof or thereof or any
Default or alleged Default hereunder or thereunder, and (ii) if a Default
occurs, all out-of-pocket expenses incurred by the Bank, including fees and
disbursements of counsel, in connection with such Default and collection and
other enforcement proceedings resulting therefrom, including out-of-pocket
expenses incurred in enforcing this Agreement and the other Loan Documents.

                  (b) The Borrower shall indemnify the Bank against any transfer
taxes, documentary taxes, assessments or charges made by any Authority by reason
of the execution and delivery of this Agreement or the other Loan Documents.

                  (c) The Borrower shall indemnify the Bank and each Affiliate
thereof and their respective directors, officers, employees and agents from, and
hold each of them harmless against, any and all losses, liabilities, claims or
damages to which any of them may become subject, insofar as such losses,
liabilities, claims or damages arise out of or result from any actual or
proposed use by the Borrower of the proceeds of any extension of credit by the
Bank hereunder or breach by the Borrower of this Agreement or any other Loan
Document or from investigation, litigation (including, without limitation, any
actions taken by the Bank to enforce this Agreement or any of the other Loan
Documents) or other proceeding (including, without limitation, any threatened
investigation or proceeding) relating to the foregoing, and the Borrower shall
reimburse the Bank, and each Affiliate thereof and their respective directors,
officers, employees and agents, upon demand, for any expenses (including,
without limitation, legal counsel fees) incurred in connection with any such
investigation or proceeding; but excluding any such losses, liabilities, claims,
damages or expenses incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified.

                  SECTION 8.04. Setoffs. The Borrower hereby grants to the Bank,
as security for the full and punctual payment and performance of the obligations
of the Borrower under this Agreement, a continuing lien on and security interest
in all deposits and other sums credited by or due from the Bank to the Borrower
or subject to withdrawal by the Borrower; and regardless of the adequacy of any
collateral or other means of obtaining repayment of such obligations, the Bank
may at any time upon




                                       35

<PAGE>



or after the occurrence of any Event of Default, and without notice to the
Borrower, set off the whole or any portion or portions of any or all such
deposits and other sums against such obligations, whether or not any other
Person or Persons could also withdraw money therefrom. The Borrower agrees, to
the fullest extent it may effectively do so under applicable law, that any
holder of a participation in a Note, whether or not acquired pursuant to the
foregoing arrangements, may exercise rights of set-off or counterclaim and other
rights with respect to such participation as fully as if such holder of a
participation were a direct creditor of the Borrower in the amount of such
participation.

                  SECTION 8.05. Amendments and Waivers. Any provision of this
Agreement, the Note or any other Loan Documents may be amended or waived if, but
only if, such amendment or waiver is in writing and is signed by the Borrower
and the Bank.

                  SECTION 8.06. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns; provided that the Borrower
may not assign or otherwise transfer any of its rights under this Agreement.

                  (b) The Bank may at any time sell to one or more Persons (each
a "Participant") participating interests in any Loan owing to the Bank, any Note
held by the Bank, the Commitment hereunder or any other interest of the Bank
hereunder. In the event of any such sale by the Bank of a participating interest
to a Participant, the Bank's obligations under this Agreement shall remain
unchanged, the Bank shall remain solely responsible for the performance thereof,
the Bank shall remain the holder of the Note for all purposes under this
Agreement, and the Borrower shall continue to deal solely and directly with the
Bank in connection with the Bank's rights and obligations under this Agreement.
In no event shall the Bank (if it sells a participation) be obligated to the
Participant to take or refrain from taking any action hereunder except that the
Bank may agree that it will not (except as provided below), without the consent
of the Participant, agree to (i) the change of any date fixed for the payment of
principal of or interest on the related Loan or Loans, (ii) the change of the
amount of any principal, interest or fees due on any date fixed for the payment
thereof with respect to the related Loan or Loans, (iii) the change of the
principal of the related Loan or Loans, (iv) any change in the rate at which
either interest is payable thereon or (if the Participant is entitled to any
part thereof) facility fee is payable hereunder from the rate at which the
Participant is entitled to receive interest or facility fee (as the case may be)
in respect of such participation, (v) the release or substitution of all or any
substantial part of the collateral (if any) held as security for the Loans, or
(vi) the release of any guaranty given to support payment of the Loans. The Bank
selling a participating interest in any Loan, Note, Commitment or other interest
under this Agreement shall, within ten (10) Domestic Business Days of such sale,
provide the Borrower with written notification stating that such sale has
occurred and identifying the Participant and the interest purchased by such
Participant The Borrower agrees that each Participant shall be entitled to the
benefits of Article VII with respect to its participation in Loans outstanding
from time to time.

                  (c) The Bank may at any time assign to one or more banks or
financial institutions (each an "Assignee") all, or a proportionate part of all,
of its rights and obligations under this Agreement, the Note and the other Loan
Documents, and such Assignee shall assume all such rights and obligations,
pursuant to an Assignment and Acceptance in the form attached hereto as Exhibit
H,




                                       36

<PAGE>



executed by such Assignee, and such transferor Bank (and, in the case of (i) an
Assignee that is not then a Bank or an Affiliate of a Bank; and (ii) an
assignment not made during the existence of an Event of Default, by the
Borrower); provided that (i) no interest may be sold by the Bank pursuant to
this paragraph (c) unless the Assignee shall agree to assume ratably equivalent
portions of the transferor Bank's Commitment, (ii) the amount of the Commitment
being assigned pursuant to such assignment shall be equal to $5,000,000 (or any
larger multiple of $1,000,000), (iii) no interest may be sold by a Bank pursuant
to this paragraph (c) to any Assignee that is not then a Bank or an Affiliate of
a Bank without the consent of the Borrower, which consent shall not be
unreasonably withheld, provided that the Borrower's consent shall not be
necessary with respect to any assignment made during the existence of an Event
of Default; and (iv) a Bank may not, at any one time, have more than two (2)
Assignees that are not then a Bank (or an Affiliate of such a Bank). Upon (A)
execution of the Assignment and Acceptance by such transferor Bank, such
Assignee, and (if applicable) the Borrower, (B) delivery of an executed copy of
the Assignment and Acceptance to the Borrower, and (C) payment by such Assignee
to such transferor Bank of an amount equal to the purchase price agreed between
such transferor Bank and such Assignee, such Assignee shall for all purposes be
a Bank party to this Agreement and shall have all the rights and obligations of
a Bank under this Agreement to the same extent as if it were an original party
hereto with a Commitment as set forth in such instrument of assumption, and the
transferor Bank shall be released from its obligations hereunder to a
corresponding extent, and no further consent or action by the Borrower or, the
Bank shall be required. Upon the consummation of any transfer to an Assignee
pursuant to this paragraph (c), the transferor Bank and the Borrower shall make
appropriate arrangements so that, if required, a new Note is issued to each of
such Assignee and such transferor Bank.

                  (d) Subject to the provisions of Section 8.07, the Borrower
authorizes the Bank to disclose to any Participant, Assignee or other transferee
(each a "Transferee") and any prospective Transferee any and all financial and
other information in the Bank's possession concerning the Borrower which has
been delivered to the Bank by the Borrower pursuant to this Agreement or which
has been delivered to the Bank by the Borrower in connection with the Bank's
credit evaluation prior to entering into this Agreement.

                  (e) No Transferee shall be entitled to receive any greater
payment under Section 7.03 than the transferor Bank would have been entitled to
receive with respect to the rights transferred, unless such transfer is made
with the Borrower's prior written consent or by reason of the provisions of
Section 7.02 or 7.03 requiring the Bank to designate a different Lending Office
under certain circumstances or at a time when the circumstances giving rise to
such greater payment did not exist.

                  (f) Anything in this Section 8.06 to the contrary
notwithstanding, the Bank may assign and pledge all or any portion of the Loans
and/or obligations owing to it to any Federal Reserve Bank or the United States
Treasury as collateral security pursuant to Regulation A of the Board of
Governors of the Federal Reserve System and Operating Circular issued by such
Federal Reserve Bank, provided that any payment in respect of such assigned
Loans and/or obligations made by the Borrower to the assigning and/or pledging
Bank in accordance with the terms of this Agreement shall satisfy the Borrower's
obligations hereunder in respect of such assigned Loans and/or obligations to




                                       37

<PAGE>



the extent of such payment. No such assignment shall release the assigning
and/or pledging Bank from its obligations hereunder.

                  SECTION 8.07. Confidentiality. The Bank agrees to exercise its
best efforts to keep any information delivered or made available by the Borrower
to it which is clearly indicated to be confidential information, confidential
from anyone other than persons employed or retained by the Bank who are or are
expected to become engaged in evaluating, approving, structuring or
administering the Loans; provided, however, that nothing herein shall prevent
the Bank from disclosing such information (i) to any other Bank, (ii) upon the
order of any court or administrative agency, (iii) upon the request or demand of
any regulatory agency or authority having jurisdiction over the Bank, (iv) which
has been publicly disclosed, (v) to the extent reasonably required in connection
with any litigation to which the Bank or their respective Affiliates may be a
party, (vi) to the extent reasonably required in connection with the exercise of
any remedy hereunder, (vii) to the Bank's legal counsel, Affiliates and
independent auditors, and (viii) to any actual or proposed Participant, Assignee
or other Transferee of all or part of its rights hereunder which has agreed in
writing to be bound by the provisions of this Section 8.07.

                  SECTION 8.08. Survival of Certain Obligations. Sections
7.03(a), 7.03(b), 7.05 and 8.03, and the obligations of the Borrower thereunder,
shall survive, and shall continue to be enforceable notwithstanding, the
termination of this Agreement and the Commitment and the payment in full of the
principal of and interest on all Loans.

                  SECTION 8.09. South Carolina Law. This Agreement and the Note
shall be construed in accordance with and governed by the law of the State of
South Carolina.

                  SECTION 8.10. Severability. In case any one or more of the
provisions contained in this Agreement, the Note or any of the other Loan
Documents should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby and
shall be enforced to the greatest extent permitted by law.

                  SECTION 8.11. Interest. In no event shall the amount of
interest due or payable hereunder or under the Note exceed the maximum rate of
interest allowed by applicable law, and in the event any payment of interest
exceeding such rate is inadvertently made to the Bank by the Borrower or
inadvertently received by the Bank, then such excess sum shall be credited as a
payment of principal unless the Borrower shall notify the Bank in writing that
it elects to have such excess sum returned forthwith. It is the express intent
hereof that the Borrower not pay and the Bank not receive, directly or
indirectly in any manner whatsoever, interest in excess of that which may
legally be paid by the Borrower under applicable law.

                  SECTION 8.12. Interpretation. No provision of this Agreement
or any of the other Loan Documents shall be construed against or interpreted to
the disadvantage of any party hereto by any court or other governmental or
judicial authority by reason of such party, having or being deemed to have
structured or dictated such provision.





                                       38

<PAGE>



                  SECTION 8.13. Consent to Jurisdiction. The Borrower and the
Bank (a) submit to personal jurisdiction in the State of South Carolina, the
courts thereof and the United States District Courts sitting therein, for the
enforcement of this Agreement, the Note and the other Loan Documents, (b) waives
any and all personal rights under the law of any jurisdiction to object on any
basis (including, without limitation, inconvenience of forum) to jurisdiction or
venue within the State of South Carolina for the purpose of litigation to
enforce this Agreement, the Note or the other Loan Documents, and (c) agrees
that service of process may be made upon it in the manner prescribed in Section
8.01 for the giving of notice to it. Nothing herein contained, however, shall
prevent the Bank or the Borrower from bringing any action or exercising any
rights against any security and against the parties hereto personally, and
against any assets of such parties, within any other state or jurisdiction.

                  SECTION 8.14. Counterparts. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.



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                                       39

<PAGE>



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

                           FIRST CITIZENS BANCORPORATION
                           OF SOUTH CAROLINA, INC.

ATTEST:                    By: /s/ Jay C. Case
                              ___________________________ (SEAL)
                           Jay C. Case, Treasurer
/s/ E. Warner Wells        and Chief Financial Officer
_______________________    First Citizens Bancorporation of South Carolina, Inc.
E. Warner Wells,           1230 Main Street (29201)
Corporate Secretary        Post Office Box 29
                          Columbia, South Carolina 29202
                           Attention: Jay C. Case, Executive Vice President
[CORPORATE SEAL]           and Chief Financial Officer
                           Telecopy number:                    (803) 733-2763
                           Telephone number:                   (803) 733-3456






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                                       40

<PAGE>


                               WACHOVIA BANK, N.A.


                               By: /s/ Terry L. Akins
                                   ___________________________ (SEAL)
                               Title: Senior Vice President

                               Lending Office
                               --------------
                               Wachovia Bank, N.A.
                               Financial Institutions Division
                               101 Greystone Boulevard, #144
                               Columbia, South Carolina 29226
                               Attention:  James B. Brant, Senior Vice President
                               Telecopy number:   (803) 988-4231
                               Telephone number: (803) 988-4230







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