<PAGE>   1
                                                                   Exhibit 10.37



                                CREDIT AGREEMENT


                          Dated as of February 2, 1999


                                      among


                             RAILWORKS CORPORATION,
                                  as Borrower,


                              Certain Subsidiaries,
                                 as Guarantors,


                            THE LENDERS NAMED HEREIN


                                       AND


                               NATIONSBANK, N.A.,
                             as Administrative Agent




<PAGE>   2



                               TABLE OF CONTENTS



<TABLE>
<S>      <C>                                                                                                     <C>
SECTION 1 DEFINITIONS.............................................................................................1
         1.1 Definitions.
         1.2 Computation of Time Periods..........................................................................7


SECTION 2 CREDIT FACILITIES.......................................................................................8
         2.1 Term Loan.

SECTION 3 OTHER PROVISIONS RELATING TO CREDIT FACILITIES..........................................................9
         3.1 Default Rate.........................................................................................9

         3.2 Extension and Conversion.............................................................................9

         3.3 Prepayments.........................................................................................10

         3.4 [Intentionally Omitted].............................................................................10

         3.5 Fees................................................................................................11

         3.5 Capital Adequacy....................................................................................11

         3.6 Inability To Determine Interest Rate................................................................11

         3.7 Illegality..........................................................................................11

         3.8 Requirements of Law.................................................................................12

         3.9 Taxes...............................................................................................13

         3.10 Indemnity..........................................................................................15

         3.11 Certain Limitations................................................................................16

         3.12 Pro Rata Treatment.................................................................................17

         3.13 Sharing of Payments................................................................................17

         3.14 Payments, Computations, Etc........................................................................18

         3.15 Evidence of Debt...................................................................................20
</TABLE>



                                        i

<PAGE>   3


<TABLE>
<S>      <C>                                                                                                     <C>
SECTION 4 GUARANTY...............................................................................................20
         4.1 The Guarantee.......................................................................................20

         4.2 Obligations Unconditional...........................................................................21

         4.3 Reinstatement.......................................................................................22

         4.4 Certain Additional Waivers..........................................................................23

         4.5 Remedies............................................................................................23

         4.6 Rights of Contribution..............................................................................23

         4.7 Continuing Guarantee................................................................................24


SECTION 5 CONDITIONS.............................................................................................24
         5.1 Conditions to Closing...............................................................................24

         5.2 Conditions to All Extensions of Credit..............................................................25


SECTION 6 REPRESENTATIONS, WARRANTIES AND COVENANTS..............................................................26
         6.1 Incorporation.......................................................................................26

         6.2 Additional Representations..........................................................................27

         6.3 Additional Covenants................................................................................27


SECTION 7 EVENTS OF DEFAULT......................................................................................27
         7.1 Events of Default...................................................................................27

         7.2 Acceleration; Remedies..............................................................................30


SECTION 8 AGENCY PROVISIONS......................................................................................30
         8.1 Appointment.........................................................................................30

         8.2 Delegation of Duties................................................................................31

         8.3 Exculpatory Provisions..............................................................................31

         8.4 Reliance on Communications..........................................................................32

         8.5 Notice of Default...................................................................................32
</TABLE>



                                       ii

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<TABLE>
<S>      <C>                                                                                                     <C>
         8.6 Non-Reliance on Administrative Agent and Other Lenders..............................................33

         8.7 Indemnification.....................................................................................33

         8.8 Administrative Agent in its Individual Capacity.....................................................34

         8.9 Successor Administrative Agent......................................................................34

         8.10 Intercreditor Agreement............................................................................34


SECTION 9 MISCELLANEOUS..........................................................................................35
         9.1 Notices.............................................................................................35

         9.2 Right of Set-Off....................................................................................36

         9.3 Benefit of Agreement................................................................................36

         9.4 No Waiver; Remedies Cumulative......................................................................39

         9.5 Payment of Expenses, etc............................................................................39

         9.6 Amendments, Waivers and Consents....................................................................40

         9.7 Counterparts........................................................................................41

         9.8 Headings............................................................................................41

         9.9 Survival............................................................................................41

         9.10 Governing Law; Submission to Jurisdiction; Venue...................................................42

         9.11 Severability.......................................................................................42

         9.12 Entirety...........................................................................................43

         9.13 Binding Effect; Termination........................................................................43

         9.14 Confidentiality....................................................................................43

         9.15 Source of Funds....................................................................................44

         9.16 Conflict...........................................................................................44
</TABLE>



                                       iii

<PAGE>   5



                                    SCHEDULES

Schedule 2.1(a)                     Lenders and Commitments
Schedule 2.1(b)(i)                  Form of Notice of Borrowing
Schedule 2.1(e)                     Form of Term Note
Schedule 3.2                        Form of Notice of Extension/Conversion
Schedule 5.1(e)(iii)                Form of Officer's Certificate
Schedule 8.10                       Form of Intercreditor Agreement
Schedule 9.1                        Lenders and Addresses
Schedule 9.3(b)                     Form of Assignment and Acceptance



                                       iv

<PAGE>   6



                                CREDIT AGREEMENT


     THIS CREDIT AGREEMENT dated as of February 2, 1999 (the "Credit
Agreement"), is by and among RAILWORKS CORPORATION, a Delaware corporation (the
"Borrower"), the Subsidiaries identified on the signature pages hereto and such
other Subsidiaries as may from time to time become Guarantors hereunder in
accordance with the provisions hereof (the "Guarantors"), the lenders named
herein and such other lenders as may become a party hereto (the "Lenders"), and
NATIONSBANK, N.A., as Administrative Agent (in such capacity, the
"Administrative Agent").

                               W I T N E S S E T H

     WHEREAS, the Borrower has requested that the Lenders provide a $25 million
bridge credit facility for the purposes hereinafter set forth;

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

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

                                   SECTION 1
                                  DEFINITIONS

     1.1      Definitions.

              As used in this Credit Agreement, the following terms shall have
the meanings specified below unless the context otherwise requires. Terms used
in this Credit Agreement but not otherwise defined in this Credit Agreement
shall have the meanings provided in the Revolving Credit Agreement:

                  "Additional Credit Party" means each Person that becomes a
         Guarantor after the Closing Date by execution of a Joinder Agreement.

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

                  "Administrative Agent's Fee Letter" means that certain letter
         agreement dated as of December 15, 1998, between the Administrative
         Agent and the Borrower, as amended, modified, supplemented or replaced
         from time to time.



                                       1
<PAGE>   7



                  "Administrative Agent's Fees" shall have the meaning assigned
         to such term in Section 3.5.

                  "Asset Disposition" shall mean and include (i) any Divestiture
         other than Divestitures permitted by Section 8.3(b) of the Incorporated
         Covenants, and (ii) receipt by a member of the Consolidated Group of
         any cash insurance proceeds or condemnation award payable by reason of
         theft, loss, physical destruction or damage, taking or similar event
         with respect to any of its property or assets to the extent the
         aggregate amount of such proceeds and awards, together with
         Divestitures, exceeds the threshold levels provided in Section 8.3 of
         the Incorporated Covenants.

                  "Base Rate" means, for any day, the rate per annum (rounded
         upwards, if necessary, to the nearest whole multiple of 1/100 of 1%)
         equal to the greater of (a) the Federal Funds Rate in effect on such
         day plus 1/2 of 1% or (b) the Prime Rate in effect on such day. If for
         any reason the Administrative Agent shall have determined (which
         determination shall be conclusive absent manifest error) that it is
         unable after due inquiry to ascertain the Federal Funds Rate for any
         reason, including the inability or failure of the Administrative Agent
         to obtain sufficient quotations in accordance with the terms hereof,
         the Base Rate shall be determined without regard to clause (a) of the
         first sentence of this definition until the circumstances giving rise
         to such inability no longer exist. Any change in the Base Rate due to a
         change in the Prime Rate or the Federal Funds Rate shall be effective
         on the effective date of such change in the Prime Rate or the Federal
         Funds Rate, respectively.

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

                  "Borrower" means RailWorks Corporation, a Delaware
         corporation, as referenced in the opening paragraph, its successors
         and permitted assigns.

                  "Closing Date" means the date hereof.

                  "Commitment" means the Term Loan Commitment.

                  "Consolidated Group" means the Borrower and its consolidated
         subsidiaries as determined in accordance with GAAP.

                  "Credit Documents" means a collective reference to this Credit
         Agreement, the Notes, the Pledge Agreement, the Security Agreement, the
         Intercreditor Agreement, each Joinder Agreement, the Administrative
         Agent's Fee Letter, and all other related agreements and documents
         issued or delivered hereunder or thereunder or pursuant hereto or
         thereto.

                  "Credit Party" means any of the Borrower and the Guarantors.



                                       2
<PAGE>   8



                  "Debt Transaction" means, with respect to any member of the
         Consolidated Group, any sale, issuance or placement of Funded Debt,
         whether or not evidenced by promissory note or other written evidence
         of indebtedness, except for Funded Debt permitted to be incurred
         pursuant to Section 8.1(a) through (e) and Section 8.1(g) through (i)
         of the Incorporated Covenants.

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

                  "Defaulting Lender" means, at any time, any Lender that, at
         such time, (i) has failed to make an Extension of Credit required
         pursuant to the terms of this Credit Agreement, (ii) has failed to pay
         to the Administrative Agent or any Lender an amount owed by such Lender
         pursuant to the terms of the Credit Agreement or any other of the
         Credit Documents, or (iii) has been deemed insolvent or has become
         subject to a bankruptcy or insolvency proceeding or to a receiver,
         trustee or similar proceeding.

                  "Equity Transaction" means, with respect to any member of the
         Consolidated Group, any issuance of shares of its capital stock or
         other equity interest, other than an issuance (i) to a member of the
         Consolidated Group, (ii) in connection with a conversion of debt
         securities to equity or (iii) in connection with exercise by a present
         or former employee, officer or director under a stock incentive plan,
         stock option plan or other equity-based compensation plan or
         arrangement.

                  "Eurodollar Loan" means any Loan bearing interest at a rate
         determined by reference to the Eurodollar Rate.

                  "Eurodollar Rate" means, for the Interest Period for each
         Eurodollar Loan comprising part of the same borrowing (including
         conversions, extensions and renewals), a per annum interest rate
         determined pursuant to the following formula:


               Eurodollar Rate  =            Interbank Offered Rate
                                    ----------------------------------------
                                        1 - Eurodollar Reserve Percentage

                  "Eurodollar Reserve Percentage" means for any day, that
         percentage (expressed as a decimal) which is in effect from time to
         time under Regulation D of the Board of Governors of the Federal
         Reserve System (or any successor), as such regulation may be amended
         from time to time or any successor regulation, as the maximum reserve
         requirement (including, without limitation, any basic, supplemental,
         emergency, special, or marginal reserves) applicable with respect to
         Eurocurrency liabilities as that term is defined in Regulation D (or
         against any other category of liabilities that includes deposits by
         reference to which the interest rate of Eurodollar Loans is
         determined), whether or not Lender has any Eurocurrency liabilities
         subject to such reserve requirement at that time. Eurodollar Loans
         shall be deemed


                                       3
<PAGE>   9



         to constitute Eurocurrency liabilities and as such shall be deemed
         subject to reserve requirements without benefits of credits for
         proration, exceptions or offsets that may be available from time to
         time to a Lender. The Eurodollar Rate shall be adjusted automatically
         on and as of the effective date of any change in the Eurodollar Reserve
         Percentage.

                  "Event of Default" means such term as defined in Section 7.1.

                  "Extension of Credit" means, as to any Lender, the making of,
         or participation in, a Loan by such Lender.

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

                  "Federal Funds Rate" means, for any day, the rate of interest
         per annum (rounded upwards, if necessary, to the nearest whole multiple
         of 1/100 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 Business Day next succeeding
         such day, provided that (A) if such day is not a Business Day, the
         Federal Funds Rate for such day shall be such rate on such transactions
         on the next preceding Business Day and (B) if no such rate is so
         published on such next preceding Business Day, the Federal Funds Rate
         for such day shall be the average rate quoted to the Administrative
         Agent on such day on such transactions as determined by the
         Administrative Agent.

                  "Guarantor" means each of those other Persons identified as a
         "Guarantor" on the signature pages hereto, and each other Person which
         may hereafter become a Guarantor by execution of a Joinder Agreement,
         together with their successors and permitted assigns.

                  "Guaranteed Obligations" means, as to each Guarantor, without
         duplication, (i) all obligations of the Borrower (including interest
         accruing after a Bankruptcy Event, regardless of whether such interest
         is allowed as a claim under the Bankruptcy Code) to the Lenders and the
         Administrative Agent, whenever arising, under this Credit Agreement,
         the Notes or the other Credit Documents, and (ii) all liabilities and
         obligations, whenever arising, owing from the Borrower to any Lender,
         or any Affiliate of a Lender, arising under any Hedging Agreement
         relating to Obligations hereunder.

                  "Hedging Agreement" means any interest rate protection
         agreement or foreign currency exchange agreement between the Borrower
         and any Lender, or any Affiliate of a Lender.

                  "Incorporated Covenants" means such term as defined in Section
         6.1.

                  "Incorporated Representations" means such term as defined in
         Section 6.1.



                                       4
<PAGE>   10



                  "Interbank Offered Rate" means, for the Interest Period for
         each Eurodollar Loan comprising part of the same borrowing (including
         conversions, extensions and renewals), a per annum interest rate
         (rounded upwards, if necessary, to the nearest whole multiple of 1/100
         of 1%) equal to the rate of interest, determined by the Administrative
         Agent on the basis of the offered rates for deposits in dollars for a
         period of time corresponding to such Interest Period (and commencing on
         the first day of such Interest Period), appearing on Telerate Page 3750
         (or, if, for any reason, Telerate Page 3750 is not available, the
         Reuters Screen LIBO Page) as of approximately 11:00 A.M. (London time)
         two (2) Business Days before the first day of such Interest Period. As
         used herein, "Telerate Page 3750" means the display designated as page
         3750 by Dow Jones Markets, Inc. (or such other page as may replace such
         page on that service for the purpose of displaying the British Bankers
         Association London interbank offered rates) and "Reuters Screen LIBO
         Page" means the display designated as page "LIBO" on the Reuters
         Monitor Money Rates Service (or such other page as may replace the LIBO
         page on that service for the purpose of displaying London interbank
         offered rates of major banks).

                  "Intercreditor Agreement" means that certain Intercreditor
         Agreement dated as of the date hereof by and among NationsBank, N.A.,
         as Administrative Agent under the Revolving Credit Agreement,
         NationsBank, N.A., as Administrative Agent under this Credit Agreement,
         and the Credit Parties, as amended or modified from time to time, in
         substantially the form of Schedule 8.10.

                  "Joinder Agreement" means a Joinder Agreement substantially in
         the form of Schedule 7.11 to the Revolving Credit Agreement but
         relating to this Credit Agreement, executed and delivered by an
         Additional Credit Party in accordance with the provisions of Section
         6.3(b).

                  "Lenders" means each of the Persons identified as a "Lender"
         on the signature pages hereto, and their successors and assigns.

                  "Loan" or "Loans" means the Term Loan.

                  "Material Adverse Effect" means a material adverse effect on
         (i) the condition (financial or otherwise), operations, business,
         assets or liabilities of the Consolidated Group taken as a whole, (ii)
         the ability of the Credit Parties taken as a whole to perform any
         material obligation under the Credit Documents to which it is a party
         or (iii) the rights and remedies of the Lenders under the Credit
         Documents.

                  "Net Proceeds" means gross cash proceeds (including any cash
         received by way of deferred payment pursuant to a promissory note,
         receivable or otherwise, but only as and when received) received in
         connection with an Equity Transaction or Debt Transaction, net of (i)
         reasonable transaction costs, including in the case of an Equity
         Transaction or a Debt Transaction, underwriting discounts and
         commissions, (ii)


                                       5
<PAGE>   11



         estimated taxes payable in connection therewith, and (iii) in the case
         of a Debt Transaction, any amounts payable in respect of Subordinated
         Debt, including without limitation principal, interest, premiums and
         penalties, which is secured by, or otherwise related to, any property
         or asset which is the subject thereof to the extent that such
         Subordinated Debt and any payments in respect thereof are paid with a
         portion of the proceeds therefrom.

                  "Note" or "Notes" means any Term Note.

                  "Notice of Borrowing" means a written notice of borrowing in
         substantially the form of Schedule 2.1(b)(i), as required by Section
         2.1(b)(i).

                  "Notice of Extension/Conversion" means a written notice of
         extension or conversion in substantially the form of Schedule 3.2, as
         required by Section 3.2.

                  "Obligations" means the Term Loan.

                  "Participation Interest" means the purchase by a Lender of a
         participation in Loans as provided in Section 3.14.

                  "Pledge Agreement" means the Pledge Agreement dated as of the
         Closing Date given by the Borrower and Comstock Holdings to
         NationsBank, N.A., as Administrative Agent, to secure the obligations
         hereunder, as amended and modified.

                  "Prime Rate" means the rate of interest per annum publicly
         announced from time to time by NationsBank as its prime rate in effect
         at its principal office in Charlotte, North Carolina, with each change
         in the Prime Rate being effective on the date such change is publicly
         announced as effective (it being understood and agreed that the Prime
         Rate is a reference rate used by NationsBank in determining interest
         rates on certain loans and is not intended to be the lowest rate of
         interest charged on any extension of credit by NationsBank to any
         debtor).

                  "Register" shall have the meaning given such term in Section
         9.3(c).

                  "Required Lenders" means, at any time, Lenders having more
         than sixty-six and two-thirds percent (66%) of the aggregate principal
         amount of the Obligations outstanding (taking into account in each case
         Participation Interests or obligation to participate therein); provided
         that the outstanding principal amount of Obligations (taking into
         account Participation Interests therein) owing to a Defaulting Lender
         shall be excluded for purposes hereof in making a determination of
         Required Lenders.

                  "Revolving Credit Agreement" means that certain Credit
         Agreement dated as of August 4, 1998 by and among the Borrower, certain
         subsidiaries of the Borrower as



                                       6
<PAGE>   12




         guarantors, the lenders party thereto and NationsBank, N.A., as
         Administrative Agent, as amended, modified, supplemented, extended,
         renewed or replaced from time to time.

                  "Security Agreement" means the Security Agreement dated as of
         the Closing Date given by the Borrower and the other grantors
         identified therein to NationsBank, N.A., as Administrative Agent, to
         secure the obligations hereunder, as amended and modified.

                  "Subordinated Debt" means any Indebtedness of a member of the
         Consolidated Group which by its terms is expressly subordinated in
         right of payment to the prior payment of the obligations under the
         Credit Agreement and the other Credit Documents on terms and conditions
         satisfactory to the Required Lenders.

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

                  "Term Loan Commitment" means, with respect to each Lender, the
         commitment of such Lender to make its portion of the Term Loan as
         specified on Schedule 2.1(a) (and for purposes of making determinations
         of Required Lenders hereunder after the Closing Date and for purposes
         of calculations referred to in Section 9.6(b), the principal amount
         outstanding on the Term Loan).

                  "Term Loan Commitment Percentage" means, for each Lender, a
         fraction (expressed as a percentage) the numerator of which is the
         amount of the Term Loan Commitment (and after the Closing Date, the
         outstanding principal amount of such Lender's Term Loan) of such Lender
         at such time and the denominator of which is the aggregate amount of
         the Term Loan Commitment (and after the Closing Date, the aggregate
         principal amount of the Term Loan) at such time. The initial Term Loan
         Commitment Percentages are set out on Schedule 2.1(a).

                  "Term Loan Committed Amount" means, collectively, the
         aggregate amount of all of the Term Loan Commitments and, individually,
         the amount of each Lender's Term Loan Commitment as specified on
         Schedule 2.1(a), as such amounts may be reduced from time to time in
         accordance with the provisions hereof.

                  "Term Note" or "Term Notes" means the promissory notes of the
         Borrower in favor of each of the Lenders evidencing the Term Loan in
         substantially the form attached as Schedule 2.1(e), individually or
         collectively, as appropriate, as such promissory notes may be amended,
         modified, supplemented, extended, renewed or replaced from time to
         time.

                  "Termination Date" means June 30, 1999.

         1.2      Computation of Time Periods.

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


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<PAGE>   13




         1.3      Accounting Terms.

              Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to the
Lenders hereunder shall be prepared, in accordance with GAAP applied on a
consistent basis.


                                    SECTION 2
                                CREDIT FACILITIES

         2.1      Term Loan.

         (a)      Term Loan Commitment. Subject to the terms and conditions
hereof, each Lender severally agrees to make its Term Loan Commitment Percentage
of a term loan (the "Term Loan") in the aggregate principal amount of
TWENTY-FIVE MILLION DOLLARS ($25,000,000) to the Borrower for the purposes
hereinafter set forth. The Term Loan may consist of Base Rate Loans or
Eurodollar Loans, or a combination thereof, as the Borrower may request. Amounts
repaid on the Term Loan may not be reborrowed.

         (b)      Term Loan Borrowing. The Borrower shall submit an appropriate
Notice of Borrowing relating to the Term Loan not later than 11:00 A.M.
(Charlotte, North Carolina time) on the date of the requested borrowing, with
respect to the portion of the Term Loan initially consisting of a Base Rate
Loan, or on the third Business Day prior to the date of the requested borrowing,
with respect to the portion of the Term Loan initially consisting of one or more
Eurodollar Loans, which Notice of Borrowing shall be irrevocable and shall
specify (i) that the funding of the Term Loan is requested, (ii) the date of the
requested borrowing, and (iii) whether the funding of the Term Loan shall be
comprised of Base Rate Loans, Eurodollar Loans or combination thereof, and if
Eurodollar Loans are requested, the Interest Period(s) therefor. Each Lender
shall make its Term Loan Commitment Percentage of the Term Loan available to the
Administrative Agent for the account of the Borrower, or in such other manner as
the Administrative Agent may specify in writing, by 1:00 P.M. (Charlotte, North
Carolina time) on the date of the requested borrowing in Dollars and in funds
immediately available to the Administrative Agent.

         (c)      Minimum Amounts. The Term Loan may be comprised of minimum
aggregate principal amounts of $2,500,000 and integral multiples of $500,000 in
excess thereof, in the case of Eurodollar Loans, and $1,000,000 (or the
remaining portion of the Term Loan, if less) and integral multiples of $100,000
in excess thereof, in the case of Base Rate Loans.

         (d)      Repayment. The aggregate principal amount of the Term Loan
shall be due and payable in full on the Termination Date.



                                       8
<PAGE>   14


         (e)      Interest.  Subject to the provisions of Section 3.1,

                  (i)      Base Rate Loans. During such periods as the Term Loan
         shall be comprised in whole or in part of Base Rate Loans, such Base
         Rate Loans shall bear interest at a per annum rate equal to the Base
         Rate plus 125 basis points (1.25%); and

                  (ii)     Eurodollar Loans. During such periods as the Term
         Loan shall be comprised in whole or in part of Eurodollar Loans, such
         Eurodollar Loans shall bear interest at a per annum rate equal to the
         Eurodollar Rate plus 250 basis points (2.50%).

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

         (f)      Term Notes. The Term Loan shall be evidenced by a duly
executed Term Note in favor of each Lender.

         (g)      Maximum Number of Eurodollar Loans. The Borrower will be
limited to a maximum number of five (5) Eurodollar Loans outstanding at any
time. For purposes hereof, Eurodollar Loans with separate or different Interest
Periods will be considered as separate Eurodollar Loans even if their Interest
Periods expire on the same date.


                                    SECTION 3
                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

         3.1      Default Rate.

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

         3.2      Extension and Conversion.

         Subject to the terms of Section 5.2, the Borrower shall have the
option, on any Business Day, to extend existing Eurodollar Loans into a
subsequent permissible Interest Period or to convert Base Rate Loans into
Eurodollar Loans; provided, however, that (i) except as provided in Section 3.8,
Eurodollar Loans may be converted into Base Rate Loans only on the last day of
the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended,
and Base Rate Loans may be converted into Eurodollar Loans, only if no Default
or Event of Default is in existence on the date of extension or conversion,
(iii) Loans extended as, or converted into, Eurodollar Loans shall be subject to
the terms of the definition of "Interest Period" and shall be in such minimum
amounts as provided in


                                       9
<PAGE>   15



Section 2.1(c), and (iv) any request for extension or conversion of a Eurodollar
Loan which shall fail to specify an Interest Period shall be deemed to be a
request for an Interest Period of one month. Each such extension or conversion
shall be effected by the Borrower by giving a Notice of Extension/Conversion (or
telephone notice promptly confirmed in writing) to the Administrative Agent
prior to 11:00 A.M. (Charlotte, North Carolina time) on the Business Day of, in
the case of the conversion of a Eurodollar Loan into a Base Rate Loan, and on
the third Business Day prior to, in the case of the extension of a Eurodollar
Loan as, or conversion of a Base Rate Loan into, a Eurodollar Loan, the date of
the proposed extension or conversion, specifying the date of the proposed
extension or conversion, the Loans to be so extended or converted, the types of
Loans into which such Loans are to be converted and, if appropriate, the
applicable Interest Periods with respect thereto. Each request for extension of
a Eurodollar Loan or conversion of a Base Rate Loan into a Eurodollar Loan shall
be irrevocable and shall constitute a representation and warranty by the
Borrower of the matters specified in subsections (a) and (b) of Section 5.2. In
the event the Borrower fails to request extension or conversion of any
Eurodollar Loan in accordance with this Section, or any such conversion or
extension is not permitted or required by this Section, then such Eurodollar
Loan shall be automatically converted into a Base Rate Loan at the end of the
Interest Period applicable thereto. The Administrative Agent shall give each
Lender notice as promptly as practicable of any such proposed extension or
conversion affecting any Loan.

         3.3      Prepayments.

         (a)      Voluntary Prepayments. Loans may be repaid in whole or in part
without premium or penalty; provided that (i) Eurodollar Loans may be prepaid
only upon three (3) Business Days' prior written notice to the Administrative
Agent and must be accompanied by payment of any amounts owing under Section
3.11, and (ii) partial prepayments shall be (A) in the case of Eurodollar Loans,
in a minimum aggregate principal amount of $2,500,000 and integral multiples of
$500,000 in excess thereof and (B) in the case of Base Rate Loans, in a minimum
aggregate principal amount of $1,000,000 and integral multiples of $100,000 in
excess thereof.

         (b)      Mandatory Prepayments. The Borrower shall promptly prepay the
Term Loan in an amount equal to one hundred percent (100%) of the Net Proceeds
received from any Asset Disposition, Debt Transaction or Equity Transaction.

         (c)      Application. Unless otherwise specified by the Borrower,
amounts prepaid on the Term Loan shall be applied first to Base Rate Loans, then
to Eurodollar Loans in direct order of Interest Period maturities. Amounts
prepaid on the Term Loan may not be reborrowed.

         3.4      [Intentionally Omitted].



                                       10
<PAGE>   16


         3.5      Fees.

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

         3.6      Capital Adequacy.

         If any Lender has reasonably determined, after the date hereof, that
the adoption or the becoming effective of, or any change in, or any change by
any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Lender's capital or assets as a consequence of its commitments or
obligations hereunder to a level below that which such Lender could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy), then,
subject to the provisions of Section 3.12, the Borrower shall be obligated to
pay to such Lender such additional amount or amounts as will compensate such
Lender for such reduction.

         3.7      Inability To Determine Interest Rate.

     If prior to the first day of any Interest Period, the Administrative Agent
shall have determined (which determination shall be conclusive and binding upon
the Borrower) that, by reason of circumstances affecting the relevant market,
adequate and reasonable means do not exist for ascertaining the Eurodollar Rate
for such Interest Period, the Administrative Agent shall give telecopy or
telephonic notice thereof to the Borrower and the Lenders as soon as practicable
thereafter (which notice shall be withdrawn the Administrative Agent whenever
such circumstances no longer exist). If such notice is given (a) any Eurodollar
Loans requested to be made on the first day of such Interest Period shall be
made as Base Rate Loans and (b) any Loans that were to have been converted on
the first day of such Interest Period to or continued as Eurodollar Loans shall
be converted to or continued as Base Rate Loans. Until such notice has been
withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made
or continued as such, nor shall the Borrower have the right to convert Base Rate
Loans to Eurodollar Loans.

         3.8      Illegality.

     Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
occurring after the Closing Date shall make it unlawful for any Lender to make
or maintain Eurodollar Loans as contemplated by this Credit Agreement, (a) such
Lender shall promptly give written notice of such circumstances to the Borrower
and the Administrative Agent (which notice shall be withdrawn by such Lender
whenever such circumstances no longer exist), (b) the commitment of such Lender
hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and
convert a Base Rate Loan to Eurodollar Loans shall


                                       11
<PAGE>   17



forthwith be canceled and, until such time as it shall no longer be unlawful for
such Lender to make or maintain Eurodollar Loans, such Lender shall then have a
commitment only to make a Base Rate Loan when a Eurodollar Loan is requested and
(c) such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be
converted automatically to Base Rate Loans on the respective last days of the
then current Interest Periods with respect to such Loans or within such earlier
period as required by law. If any such conversion of a Eurodollar Loan occurs on
a day which is not the last day of the then current Interest Period with respect
thereto, the Borrower shall pay to such Lender such amounts, if any, as may be
required pursuant to Section 3.11.

         3.9      Requirements of Law.

         If, after the date hereof, the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof applicable to
any Lender, or compliance by any Lender with any request or directive (whether
or not having the force of law) from any central bank or other Governmental
Authority, in each case made subsequent to the Closing Date (or, if later, the
date on which such Lender becomes a Lender):

         (a)      shall subject such Lender to any tax of any kind whatsoever
with respect to any Eurodollar Loans made by it or its obligation to make
Eurodollar Loans, or change the basis of taxation of payments to such Lender in
respect thereof (except for (i) Non-Excluded Taxes covered by Section 3.10
(including Non-Excluded Taxes imposed solely by reason of any failure of such
Lender to comply with its obligations under Section 3.10(b)) and (ii) changes in
taxes measured by or imposed upon the overall net income, or franchise tax
(imposed in lieu of such net income tax), of such Lender or its applicable
lending office, branch, or any affiliate thereof));

         (b)      shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by, deposits
or other liabilities in or for the account of, advances, loans or other
extensions of credit by, or any other acquisition of funds by, any office of
such Lender which is not otherwise included in the determination of the
Eurodollar Rate hereunder; or

         (c)      shall impose on such Lender any other condition (excluding any
tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, subject to the provisions
of Section 3.12, the Borrower shall be obligated to promptly pay such Lender,
upon its demand, any additional amounts necessary to compensate such Lender for
such increased cost or reduced amount receivable, provided that, in any such
case, the Borrower may elect to convert the Eurodollar Loans made by such Lender
hereunder to Base Rate Loans by giving the Administrative Agent at least one
Business Day's notice of such election, in which case the Borrower shall
promptly pay to such Lender, upon demand, without duplication, such amounts, if
any, as may be required


                                       12
<PAGE>   18


pursuant to Section 3.11. Each Lender agrees that, as promptly as practicable
after it becomes aware of any circumstances of the type referred to in
paragraphs (a) through (c) above which would result in any such increased cost
or reduced amount receivable, the affected Lender shall, to the extent not
inconsistent with such Lender's internal policies of general application,
designate a different lending office for the making of Loans hereunder or
otherwise use reasonable commercial efforts to minimize the amounts payable to
it by the Borrower pursuant to this Section 3.9. This covenant shall survive the
termination of this Credit Agreement and the payment of the Loans and all other
amounts payable hereunder.

         3.10     Taxes.

         (a)      Except as provided below in this subsection, all payments made
by the Borrower under this Credit Agreement and any Notes shall be made free and
clear of, and without deduction or withholding for or on account of, any present
or future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any court, or governmental body, agency or other
official, excluding taxes measured by or imposed upon the overall net income of
any Lender or its applicable lending office, or any branch or affiliate thereof,
and all franchise taxes, branch taxes, taxes on doing business or taxes on the
overall capital or net worth of any Lender or its applicable lending office, or
any branch or affiliate thereof, in each case imposed in lieu of net income
taxes, imposed: (i) by the jurisdiction under the laws of which such Lender,
applicable lending office, branch or affiliate is organized or is located, or in
which its principal executive office is located, or any nation within which such
jurisdiction is located or any political subdivision thereof; or (ii) by reason
of any connection between the jurisdiction imposing such tax and such Lender,
applicable lending office, branch or affiliate other than a connection arising
solely from such Lender having executed, delivered or performed its obligations,
or received payment under or enforced, this Credit Agreement or any Notes. If
any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions
or withholdings ("Non-Excluded Taxes") are required to be withheld from any
amounts payable to the Administrative Agent or any Lender hereunder or under any
Notes, (A) the amounts so payable to the Administrative Agent or such Lender
shall be increased to the extent necessary to yield to the Administrative Agent
or such Lender (after payment of all Non-Excluded Taxes) interest or any such
other amounts payable hereunder at the rates or in the amounts specified in this
Credit Agreement and any Notes, provided, however, that the Borrower shall be
entitled to deduct and withhold any Non-Excluded Taxes and shall not be required
to increase any such amounts payable to any Lender that is not organized under
the laws of the United States of America or a state thereof if such Lender fails
to comply with the requirements of paragraph (b) of this subsection whenever any
Non-Excluded Taxes are payable by the Borrower, and (B) as promptly as possible
thereafter the Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified copy
of an original official receipt received by the Borrower showing payment
thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the
appropriate taxing authority or fails to remit to the Administrative Agent the
required receipts or other required documentary evidence, the Borrower shall
indemnify the Administrative Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by the Administrative Agent or any
Lender as a result


                                       13
<PAGE>   19



of any such failure. The agreements in this subsection shall survive the
termination of this Credit Agreement and the payment of the Loans and all other
amounts payable hereunder.

         (b)      Each Lender that is not incorporated under the laws of the
United States of America or a state thereof shall:

                  (X)(i)   on or before the date of any payment by the Borrower
         under this Credit Agreement or Notes to such Lender, deliver to the
         Borrower and the Administrative Agent (A) two (2) duly completed copies
         of United States Internal Revenue Service Form 1001 or 4224, or
         successor applicable form, as the case may be, certifying that it is
         entitled to receive payments under this Credit Agreement and any Notes
         without deduction or withholding of any United States federal income
         taxes and (B) an Internal Revenue Service Form W-8 or W- 9, or
         successor applicable form, as the case may be, certifying that it is
         entitled to an exemption from United States backup withholding tax;

                           (ii)     deliver to the Borrower and the
         Administrative Agent two (2) further copies of any such form or
         certification on or before the date that any such form or certification
         expires or becomes obsolete and after the occurrence of any event
         requiring a change in the most recent form previously delivered by it
         to the Borrower; and

                           (iii)    obtain such extensions of time for filing
         and complete such forms or certifications as may reasonably be
         requested by the Borrower or the Administrative Agent; or

                  (Y)      in the case of any such Lender that is not a "bank"
         within the meaning of Section 881(c)(3)(A) of the Internal Revenue
         Code, (i) represent to the Borrower (for the benefit of the Borrower
         and the Administrative Agent) that it is not a bank within the meaning
         of Section 881(c)(3)(A) of the Internal Revenue Code, (ii) agree to
         furnish to the Borrower on or before the date of any payment by the
         Borrower, with a copy to the Administrative Agent two (2) accurate and
         complete original signed copies of Internal Revenue Service Form W-8,
         or successor applicable form certifying to such Lender's legal
         entitlement at the date of such certificate to an exemption from U.S.
         withholding tax under the provisions of Section 881(c) of the Internal
         Revenue Code with respect to payments to be made under this Credit
         Agreement and any Notes (and to deliver to the Borrower and the
         Administrative Agent two (2) further copies of such form on or before
         the date it expires or becomes obsolete and after the occurrence of any
         event requiring a change in the most recently provided form and, if
         necessary, obtain any extensions of time reasonably requested by the
         Borrower or the Administrative Agent for filing and completing such
         forms), and (iii) agree, to the extent legally entitled to do so, upon
         reasonable request by the Borrower, to provide to the Borrower (for the
         benefit of the Borrower and the Administrative Agent) such other forms
         as may be reasonably required in order to establish the legal
         entitlement of such Lender to an exemption from withholding with
         respect to payments under this Credit Agreement and any Notes;



                                       14
<PAGE>   20



         unless in any such case any change in treaty, law or regulation has
         occurred after the date such Person becomes a Lender hereunder which
         renders all such forms inapplicable or which would prevent such Lender
         from duly completing and delivering any such form with respect to it
         and such Lender so advises the Borrower and the Administrative Agent.
         Each Person that shall become a Lender or a participant of a Lender
         pursuant to subsection 9.3 shall, upon the effectiveness of the related
         transfer, be required to provide all of the forms, certifications and
         statements required pursuant to this subsection, provided that in the
         case of a participant of a Lender the obligations of such participant
         of a Lender pursuant to this subsection (b) shall be determined as if
         the participant of a Lender were a Lender except that such participant
         of a Lender shall furnish all such required forms, certifications and
         statements to the Lender from which the related participation shall
         have been purchased.

         3.11     Indemnity.

         The Borrower promises to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur (other
than through such Lender's gross negligence or willful misconduct) as a
consequence of (a) default by the Borrower in making a borrowing of, conversion
into or continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Credit Agreement,
(b) default by the Borrower in making any prepayment of a Eurodollar Loan after
the Borrower has given a notice thereof in accordance with the provisions of
this Credit Agreement or (c) the making of a prepayment of Eurodollar Loans on a
day which is not the last day of an Interest Period with respect thereto. With
respect to Eurodollar Loans, such indemnification may be calculated, in lieu of
any other method, based on an amount equal to the excess, if any, of (i) the
amount of interest which would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
the applicable Interest Period (or, in the case of a failure to borrow, convert
or continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein over (ii) the amount of interest (as reasonably determined by such
Lender) which would have accrued to such Lender on such amount by placing such
amount on deposit for a comparable period with leading banks in the interbank
Eurodollar market. The covenants of the Borrower set forth in this Section 3.11
shall survive the termination of this Credit Agreement and the payment of the
Loans and all other amounts payable hereunder.

         3.12     Certain Limitations.

         The provisions of Sections 3.6, 3.9, 3.10 and 3.11 hereof shall be
subject to the following:

         (a)      Each Lender that desires compensation or indemnification under
Sections 3.6, 3.9 or 3.11 hereof shall notify the Borrower through the
Administrative Agent of any event occurring after the Closing Date entitling
such Lender to compensation or indemnification under any of such Sections as
promptly as practicable, but in any event within 90 days after the occurrence of
the event giving rise thereto; provided that (i) if any such Lender fails to
give such notice within 90 days after


                                       15
<PAGE>   21



the occurrence of such an event, such Lender shall only be entitled to
compensation or indemnification in respect of such event accruing under Sections
3.6, 3.9 or 3.11 hereof with respect to the period from and after the date 90
days prior to the date that such Lender does give notice.

         (b)      Any notice given by a Lender pursuant to subsection (a) above
shall certify (i) that one of the events described in Sections 3.6, 3.9 or 3.11
hereof has occurred, describing in reasonable detail the nature of such event,
(ii) as to the increased cost, reduced amount receivable or loss or expense
resulting from such event and (iii) as to the additional amount demanded by such
Lender, attaching a reasonably detailed explanation of the calculation thereof.
Such a certificate as to any compensation or indemnification payable pursuant to
Sections 3.6, 3.9 or 3.11, submitted by such Lender through the Administrative
Agent to the Borrower, shall be conclusive and binding on the parties hereto in
the absence of manifest error.

         (c)      If any Lender requests compensation or indemnification from
the Borrower under Sections 3.6, 3.9 or 3.10 hereof, the Borrower may, at its
option, within fifteen (15) days after receipt by the Borrower of written demand
from the affected Lender for payment of such compensation or indemnification,
notify the Administrative Agent and such affected Lender of its intention to
replace the affected Lender. So long as no Event of Default shall have occurred
and be continuing, the Borrower may obtain, at the Borrower's expense, a
replacement Lender for the affected Lender. If the Borrower obtains a
replacement Lender within ninety (90) days following notice of its intention to
do so, the affected Lender must sell and assign its Loans and any related
Commitments to such replacement Lender pursuant to Section 9.3(b) hereof
(without giving effect to any requirement therein that the Administrative Agent
consent thereto), for an amount equal to the principal balance of all Loans held
by the affected Lender and all accrued interest and Fees with respect thereto
through the date of such sale, provided that the Borrower shall have paid to
such affected Lender the compensation or indemnification that it is entitled to
receive under Sections 3.6, 3.9 or 3.10 hereof, through the date of such sale
and assignment. Notwithstanding the foregoing, the Borrower shall not have the
right to obtain a replacement Lender if the affected Lender rescinds its demand
for such compensation or indemnification within fifteen (15) days following its
receipt of the Borrower's notice of intention to replace such affected Lender.
Additionally, if the Borrower gives a notice to the Administrative Agent and an
affected Lender of its intention to replace such affected Lender and does not so
replace such affected Lender within ninety (90) days thereafter, the Borrower's
rights under this Section 3.12(c) shall terminate and the Borrower shall
promptly pay all compensation or indemnification demanded by such affected
Lender pursuant to Sections 3.6, 3.9 or 3.10 hereof.

         3.13     Pro Rata Treatment.

         Except to the extent otherwise provided herein:

         (a)      Loans. Each payment or prepayment of principal on the Term
Loan, each payment of interest on the Term Loan and each conversion or extension
of any Loan comprising the Term Loan, shall be allocated pro rata among the
Lenders in accordance with the respective principal amounts of their respective
Term Loan Commitment Percentages.


                                       16
<PAGE>   22



         (b)      Advances. No Lender shall be responsible for the failure or
delay by any other Lender in its obligation to make its ratable share of a
borrowing hereunder; provided, however, that the failure of any Lender to
fulfill its obligations hereunder shall not relieve any other Lender of its
obligations hereunder. Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its ratable share of such borrowing available to
the Administrative Agent, the Administrative Agent may assume that such Lender
is making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such amount is not made available to the
Administrative Agent by such Lender within the time period specified therefor
hereunder, such Lender shall pay to the Administrative Agent, on demand, such
amount with interest thereon at a rate equal to the Federal Funds Rate for a
period of two (2) Business Days, and thereafter at the Base Rate, for the period
until such Lender makes such amount immediately available to the Administrative
Agent. If such Lender does not pay such amounts to the Administrative Agent
forthwith upon demand, the Administrative Agent may notify the Borrower and
request the Borrower to immediately pay such amount to the Administrative Agent
with interest at the rate applicable thereto. A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing
under this subsection shall be conclusive in the absence of manifest error.

         3.14     Sharing of Payments.

         The Lenders agree among themselves that, in the event that any Lender
shall obtain payment in respect of any Loan or any other obligation owing to
such Lender under this Credit Agreement through the exercise of a right of
setoff, banker's lien or counterclaim, or pursuant to a secured claim under
Section 506 of the Bankruptcy Code or other security or interest arising from,
or in lieu of, such secured claim, received by such Lender under any applicable
bankruptcy, insolvency or other similar law or otherwise, or by any other means,
in excess of its pro rata share of such payment as provided for in this Credit
Agreement, such Lender shall promptly purchase from the other Lenders a
participation in such Loans and other obligations in such amounts, and make such
other adjustments from time to time, as shall be equitable to the end that all
Lenders share such payment in accordance with their respective ratable shares as
provided for in this Credit Agreement. The Lenders further agree among
themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of setoff, banker's lien, counterclaim or other event as
aforesaid shall be rescinded or must otherwise be restored, each Lender which
shall have shared the benefit of such payment shall, by repurchase of a
participation theretofore sold, return its share of that benefit (together with
its share of any accrued interest payable with respect thereto) to each Lender
whose payment shall have been rescinded or otherwise restored. The Borrower
agrees that any Lender so purchasing such a participation may, to the fullest
extent permitted by law, exercise all rights of payment, including setoff,
banker's lien or counterclaim, with respect to such participation as fully as if
such Lender were a holder of such Loan or other obligation in the amount of such
participation. Except as otherwise expressly provided in this Credit Agreement,
if any Lender or the Administrative Agent shall fail to remit to the
Administrative Agent or any other Lender an amount payable by such Lender or the


                                       17
<PAGE>   23


Administrative Agent to the Administrative Agent or such other Lender pursuant
to this Credit Agreement on the date when such amount is due, such payments
shall be made together with interest thereon for each date from the date such
amount is due until the date such amount is paid to the Administrative Agent or
such other Lender at a rate per annum equal to the Federal Funds Rate. If under
any applicable bankruptcy, insolvency or other similar law, any Lender receives
a secured claim in lieu of a setoff to which this Section 3.14 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders under this
Section 3.14 to share in the benefits of any recovery on such secured claim.

         3.15     Payments, Computations, Etc.

         (a)      Except as otherwise specifically provided herein, all payments
hereunder shall be made to the Administrative Agent in Dollars in immediately
available funds, without setoff, deduction, counterclaim or withholding of any
kind, at the Administrative Agent's office specified in Section 9.1 not later
than 2:00 P.M. (Charlotte, North Carolina time) on the date when due. Payments
received after such time shall be deemed to have been received on the next
succeeding Business Day. The Administrative Agent may (but shall not be
obligated to) debit the amount of any such payment which is not made by such
time to any ordinary deposit account of the Borrower maintained with the
Administrative Agent (with notice to the Borrower). The Borrower shall, at the
time it makes any payment under this Credit Agreement, specify to the
Administrative Agent the Loans, Fees, interest or other amounts payable by the
Borrower hereunder to which such payment is to be applied (and in the event that
it fails so to specify, or if such application would be inconsistent with the
terms hereof, the Administrative Agent shall distribute such payment to the
Lenders in such manner as the Administrative Agent may determine to be
appropriate in respect of obligations owing by the Borrower hereunder, subject
to the terms of Section 3.13(a)). The Administrative Agent will distribute such
payments to such Lenders, if any such payment is received prior to 12:00 Noon
(Charlotte, North Carolina time) on a Business Day in like funds as received
prior to the end of such Business Day and otherwise the Administrative Agent
will distribute such payment to such Lenders entitled thereto on the next
succeeding Business Day. Whenever any payment hereunder shall be stated to be
due on a day which is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day (subject to accrual of interest and Fees for
the period of such extension), except that in the case of Eurodollar Loans, if
the extension would cause the payment to be made in the next following calendar
month, then such payment shall instead be made on the next preceding Business
Day. Except as expressly provided otherwise herein, all computations of interest
and fees shall be made on the basis of the actual number of days elapsed over a
year of 360 days, except with respect to computation of interest on Base Rate
Loans which (unless the Base Rate is determined by reference to the Federal
Funds Rate) shall be calculated based on a year of 365 or 366 days, as
appropriate. Interest shall accrue from and include the date of borrowing, but
exclude the date of payment.

         (b)      Allocation of Payments After Event of Default. Notwithstanding
any other provisions of this Credit Agreement to the contrary, after the
occurrence and during the continuance of an Event of Default, all amounts
collected or received by the Administrative Agent or any Lender on account of


                                       18
<PAGE>   24


the Obligations or any other amounts outstanding under any of the Credit
Documents shall be paid over or delivered as follows:

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

                  SECOND, to payment of any Administrative Agent's Fees then due
         and payable;

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

                  FOURTH, to the payment of all accrued interest and Fees on or
         in respect of the Obligations;

                  FIFTH, to the payment of the outstanding principal amount of
         the Obligations;

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

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

         In carrying out the foregoing, (i) amounts received shall be applied in
         the numerical order provided until exhausted prior to application to
         the next succeeding category; and (ii) each of the Lenders shall
         receive an amount equal to its pro rata share (based on the proportion
         that the then outstanding Obligations held by such Lender bears to the
         aggregate then outstanding Obligations) of amounts available to be
         applied pursuant to clauses "THIRD", "FOURTH", "FIFTH" and "SIXTH"
         above.

         3.16     Evidence of Debt.

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

         (b)      The Administrative Agent shall maintain the Register pursuant
to Section 9.3(c) hereof, and a subaccount for each Lender, in which Register
and subaccounts (taken together) shall be


                                       19
<PAGE>   25


recorded (i) the amount, type and Interest Period of each such Loan hereunder,
(ii) the amount of any principal or interest due and payable or to become due
and payable to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder from or for the account of the Borrower and
each Lender's share thereof. The Administrative Agent will make reasonable
efforts to maintain the accuracy of the subaccounts referred to in the preceding
sentence and to promptly update such subaccounts from time to time, as
necessary.

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


                                    SECTION 4
                                    GUARANTY

         4.1      The Guarantee.

         (a)      Each of the Guarantors hereby jointly and severally guarantees
to each Lender, to each Affiliate of a Lender that enters into a Hedging
Agreement and to the Administrative Agent as hereinafter provided the prompt
payment of the Guaranteed Obligations in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration, a mandatory cash
collateralization or otherwise) strictly in accordance with the terms thereof.
The Guarantors hereby further agree that if any of the Guaranteed Obligations
are not paid in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration, as mandatory cash collateralization or otherwise),
the Guarantors will, jointly and severally, promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, as a mandatory
prepayment, by acceleration or otherwise) in accordance with the terms of such
extension or renewal.

         (b)      Notwithstanding any provision to the contrary contained herein
or in any other of the Credit Documents or Hedging Agreements, to the extent the
obligations of a Guarantor shall be adjudicated to be invalid or unenforceable
for any reason (including, without limitation, because of any applicable state
or federal law relating to fraudulent conveyances or transfers) then the
obligations of each Guarantor hereunder shall be limited to the maximum amount
that is permissible under applicable law (whether federal or state and
including, without limitation, the Bankruptcy Code).



                                       20
<PAGE>   26


         4.2      Obligations Unconditional.

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

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

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

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

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

                  (v)      any of the Guaranteed Obligations shall be determined
         to be void or voidable (including, without limitation, for the benefit
         of any creditor of any Guarantor) or shall be


                                       21
<PAGE>   27


         subordinated to the claims of any Person (including, without
         limitation, any creditor of any Guarantor).

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

         4.3      Reinstatement.

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

         4.4      Certain Additional Waivers.

         Each Guarantor agrees that such Guarantor shall have no right of
recourse to security for the Guaranteed Obligations, except through the exercise
of the rights of subrogation pursuant to Section 4.2.

         4.5      Remedies.

         The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Guaranteed Obligations may be declared to be
forthwith due and payable as provided in Section 7.2 hereof (and shall be deemed
to have become automatically due and payable in the circumstances provided in
said Section 7.2) for purposes of Section 4.1 hereof notwithstanding any stay,
injunction or other prohibition preventing such declaration (or preventing the
Guaranteed Obligations from becoming automatically due and payable) as against
any other Person and that, in the event of such declaration (or the Guaranteed
Obligations being deemed to have become automatically due and payable), the
Guaranteed Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors for purposes of said
Section 4.1.



                                       22
<PAGE>   28



         4.6      Rights of Contribution.

         The Guarantors hereby agree, as among themselves, that if any Guarantor
shall become an Excess Funding Guarantor (as defined below), each other
Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the
succeeding provisions of this Section 4.6), pay to such Excess Funding Guarantor
an amount equal to such Guarantor's Pro Rata Share (as defined below and
determined, for this purpose, without reference to the properties, assets,
liabilities and debts of such Excess Funding Guarantor) of such Excess Payment
(as defined below). The payment obligation of any Guarantor to any Excess
Funding Guarantor under this Section 4.6 shall be subordinate and subject in
right of payment to the prior payment in full of the obligations of such
Guarantor under the other provisions of this Section 4, and such Excess Funding
Guarantor shall not exercise any right or remedy with respect to such excess
until payment and satisfaction in full of all of such obligations. For purposes
hereof, (i) "Excess Funding Guarantor" shall mean, in respect of any obligations
arising under the other provisions of this Section 4 (hereafter, the "Guarantied
Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata
Share of the Guarantied Obligations; (ii) "Excess Payment" shall mean, in
respect of any Guarantied Obligations, the amount paid by an Excess Funding
Guarantor in excess of its Pro Rata Share of such Guarantied Obligations; and
(iii) "Pro Rata Share", for the purposes of this Section 4.6, shall mean, for
any Guarantor, the ratio (expressed as a percentage) of (a) the amount by which
the aggregate present fair saleable value of all of its assets and properties
exceeds the amount of all debts and liabilities of such Guarantor (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding
the obligations of such Guarantor hereunder) to (b) the amount by which the
aggregate present fair saleable value of all assets and other properties of the
Borrower and all of the Guarantors exceeds the amount of all of the debts and
liabilities (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of the Borrower and the Guarantors
hereunder) of the Borrower and all of the Guarantors, all as of the Closing Date
(if any Guarantor becomes a party hereto subsequent to the Closing Date, then
for the purposes of this Section 4.6 such subsequent Guarantor shall be deemed
to have been a Guarantor as of the Closing Date and the information pertaining
to, and only pertaining to, such Guarantor as of the date such Guarantor became
a Guarantor shall be deemed true as of the Closing Date).

         4.7      Continuing Guarantee.

         The guarantee in this Section 4 is a continuing guarantee, and shall
apply to all Guaranteed Obligations whenever arising.



                                       23
<PAGE>   29


                                    SECTION 5
                                   CONDITIONS

         5.1      Conditions to Closing.

         This Credit Agreement shall become effective, and the initial
Extensions of Credit may be made, upon the satisfaction of the following
conditions precedent:

         (a)      Execution of Credit Agreement and Credit Documents. Receipt by
the Administrative Agent of (i) multiple counterparts of this Credit Agreement,
(ii) a Term Note for each Lender, (iii) multiple counterparts of the Pledge
Agreement, (iv) multiple counterparts of the Security Agreement, (v) multiple
counterparts of the Intercreditor Agreement and (vi) UCC financing statements
relating to the Pledge Agreement and the Security Agreement, if any, in each
case executed by a duly authorized officer of each party thereto and in each
case conforming to the requirements of this Credit Agreement.

         (b)      Legal Opinions. Receipt of multiple counterparts of opinions
of counsel for the Credit Parties relating to the Credit Documents and the
transactions contemplated herein, in form and substance satisfactory to the
Administrative Agent and the Required Lenders.

         (c)      Stock Certificates. Acknowledgment from NationsBank, N.A., as
Administrative Agent under the Revolving Credit Agreement, (i) of its receipt of
original stock certificates evidencing the ownership interests of the Credit
Parties pledged pursuant to the Pledge Agreement, together in each case with
original undated stock powers executed in blank, (ii) of the interests of the
Administrative Agent and the Lenders hereunder therein pursuant to the Pledge
Agreement and (iii) that it holds such stock certificates and stock powers as
bailee for the Administrative Agent hereunder.

         (d)      Absence of Legal Proceedings. The absence of any action, suit,
investigation or proceeding pending in any court or before any arbitrator or
governmental instrumentality which could reasonably be expected to have a
Material Adverse Effect.

         (e)      Corporate Documents. Receipt of the following (or their
equivalent) for each of the Credit Parties:

                  (i)      Resolutions. Copies of resolutions of the Board of
         Directors approving and adopting the respective Credit Documents, the
         transactions contemplated therein and authorizing execution and
         delivery thereof, certified by a secretary or assistant secretary as of
         the Closing Date to be true and correct and in force and effect as of
         such date.

                  (ii)     Good Standing. Copies, where applicable, of (A)
         certificates of good standing, existence or its equivalent certified as
         of a recent date by the appropriate governmental authorities of the
         state of incorporation and each other state in which the failure to so
         qualify and be in good standing would have a material adverse effect on
         the business or operations in such state and (B) a certificate
         indicating payment of all corporate franchise taxes certified as of a
         recent date by the appropriate governmental taxing authorities.



                                       24
<PAGE>   30


                  (iii)    Officer's Certificate. An officer's certificate for
         each of the Credit Parties dated as of the Closing Date substantially
         in the form of Schedule 5.1(e)(iii) with appropriate insertions and
         attachments.

         (f)      Amendment No. 2 to Revolving Credit Agreement. Receipt of an
executed copy of Amendment No. 2 to the Revolving Credit Agreement, in form and
substance satisfactory to the Lenders hereunder.

         (g)      Fees. Receipt of all fees, if any, owing pursuant to the
Administrative Agent's Fee Letter, Section 3.5 or otherwise.

         (h)      Subsection 5.2 Conditions. The conditions specified in Section
5.2 shall be satisfied.

         5.2      Conditions to All Extensions of Credit.

         The obligation of each Lender to make any Extension of Credit hereunder
(including the initial Extension of Credit to be made hereunder) is subject to
the satisfaction of the following conditions precedent on the date of making
such Extension of Credit:

         (a)      Representations and Warranties. The representations and
warranties made by the Credit Parties herein or in any other Credit Documents or
which are contained in any certificate furnished at any time under or in
connection herewith shall be true and correct in all material respects on and as
of the date of such Extension of Credit as if made on and as of such date
(except for those which expressly relate to an earlier date and those which are
untrue solely as a result of a change permitted by this Agreement).

         (b)      No Default or Event of Default. No Default or Event of Default
shall have occurred and be continuing on such date or after giving effect to the
Extension of Credit to be made on such date unless such Default or Event of
Default shall have been waived in accordance with this Credit Agreement.

         (c)      Section 2.1 Conditions. If the Term Loan is made pursuant to
Section 2.1, all conditions set forth therein shall have been satisfied.

         Each request for Extension of Credit (including extensions of
Eurodollar Loans and conversions of Base Rate Loans into Eurodollar Loans) and
each acceptance by the Borrower of an Extension of Credit (including extensions
of Eurodollar Loans and conversions of Base Rate Loans into Eurodollar Loans)
shall be deemed to constitute a representation and warranty by the Borrower as
of the date of such Extension of Credit that the applicable conditions in
paragraphs (a), (b) and (c) of this subsection have been satisfied.



                                       25
<PAGE>   31



                                    SECTION 6
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         6.1      Incorporation.

         The representations and warranties contained in Section 6 of the
Revolving Credit Agreement (the "Incorporated Representations") and the
affirmative and negative covenants contained in Sections 7 and 8, respectively,
of the Revolving Credit Agreement (the "Incorporated Covenants") as in effect on
the Closing Date are incorporated herein by reference with the same effect as if
stated at length. The Credit Parties affirm and represent and warrant to the
Administrative Agent and the Lenders that the Incorporated Representations are
true and correct in all material respects as of the date hereof (except for
those which expressly relate to an earlier date and those which are untrue
solely as a result of a change permitted by the Revolving Credit Agreement) and
covenant and agree that the Incorporated Covenants shall be as binding on the
Credit Parties as if set forth fully herein, provided that (i) such Incorporated
Representations and Incorporated Covenants as incorporated herein shall reflect
that they are delivered to and run in favor of the Administrative Agent and the
Lenders hereunder, rather than just to the Administrative Agent and the Lenders
under the Revolving Credit Agreement as literally provided in the Revolving
Credit Agreement, and references therein to the "Credit Agreement" and "Credit
Documents" shall be deemed for purposes hereof to include this Credit Agreement
and the Credit Documents relating hereto, and (ii) in the event that the
Existing Credit Agreement shall be refinanced or replaced by another credit
agreement, then the Incorporated Representations and Incorporated Covenants
shall be as in effect immediately prior to such refinancing or replacement.

         6.2      Additional Representations.

         (a)      Purposes of Term Loan. Notwithstanding the provisions of
Section 6.15 of the Incorporated Representations, the proceeds of the Term Loan
shall be used solely to refinance Indebtedness outstanding under the Revolving
Credit Agreement.

         6.3      Additional Covenants.

         (a)      Purposes of Term Loan. Notwithstanding the provisions of
Section 7.13 of the Incorporated Covenants, the proceeds of the Term Loan shall
be used solely for the purposes provided in Section 6.2(a) hereof.

         (b)      Additional Credit Parties. The Borrower will provide to the
Administrative Agent, for the benefit of the Lenders, a Joinder Agreement and
the other items required by Section 7.11 of the Incorporated Covenants in the
same form and from the same Subsidiaries as required therein, except that such
Joinder Agreement and other items shall reflect that they are delivered to, and
run in favor of, the Administrative Agent and secure the obligations of the
Credit Parties under this Credit Agreement and the other Credit Documents.



                                       26
<PAGE>   32


                                    SECTION 7
                                EVENTS OF DEFAULT

         7.1      Events of Default.

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

         (a)      Payment.  Any Credit Party shall

                  (i)      default in the payment on the Termination Date of any
         principal of any of the Loans, or

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

         (b)      Representations. Any representation, warranty or statement
made or deemed to be made herein, in any of the other Credit Documents, or in
any statement or certificate delivered or required to be delivered pursuant
hereto or thereto shall prove untrue in any material respect on the date as of
which it was made or deemed to have been made (other than those which are untrue
solely as a result of changes permitted by this Agreement); or

         (c)      Covenants.

                  (i)      Default in the due performance or observance of any
         term, covenant or agreement contained in Section 7.3(a), 7.9, 7.11,
         7.13 or 8.1 through 8.10, inclusive, in each case of the Incorporated
         Covenants; or

                  (ii)     Default in the due performance or observance by it of
         any term, covenant or agreement (other than those referred to in
         subsections (a), (b) or (c)(i) of this Section 7.1) contained in this
         Credit Agreement and such default shall continue unremedied for a
         period of at least 30 days after the earlier of a Responsible Officer
         becoming aware of such default or notice thereof by the Administrative
         Agent; or

         (d)      Other Credit Documents. (i) Any Credit Party shall default in
the due performance or observance of any material term, covenant or agreement in
any of the other Credit Documents (subject to applicable grace or cure periods,
if any), or (ii) except as to the Credit Party which is dissolved, released or
merged or consolidated out of existence as the result of or in connection with a
dissolution, merger or disposition permitted by Section 8.3 or Section 8.4 of
the Incorporated Covenants, any Credit Document shall fail to be in full force
and effect or to give


                                       27
<PAGE>   33



the Administrative Agent and/or the Lenders any material part of the Liens,
rights, powers and privileges purported to be created thereby; or

         (e)      Guaranties. Except as to the Credit Party which is dissolved,
released or merged or consolidated out of existence as the result of or in
connection with a dissolution, merger or disposition permitted by Section 8.3 or
Section 8.4 of the Incorporated Covenants, the guaranty given by any Guarantor
hereunder or any material provision thereof shall cease to be in full force and
effect, or any Guarantor hereunder or any Person acting by or on behalf of such
Guarantor shall deny or disaffirm such Guarantor's obligations under such
guaranty, or any Guarantor shall default in the due performance or observance of
any term, covenant or agreement on its part to be performed or observed pursuant
to any guaranty; or

         (f)      Bankruptcy, etc. Any Bankruptcy Event shall occur with respect
to any Material Credit Party; or

         (g)      Defaults under Other Agreements. With respect to any
Indebtedness (other than Indebtedness outstanding under this Credit Agreement)
in excess of $1,500,000 in the aggregate for the Consolidated Group taken as a
whole, (A) (1) any Material Credit Party shall default in any payment (beyond
the applicable grace period with respect thereto, if any) with respect to any
such Indebtedness, or (2) the occurrence and continuance of a default in the
observance or performance relating to such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event or condition shall occur or condition exist, the effect of which default
or other event or condition is to cause, or permit, the holder or holders of
such Indebtedness (or trustee or agent on behalf of such holders) to cause
(determined without regard to whether any notice or lapse of time is required),
any such Indebtedness to become due prior to its stated maturity; or (B) any
such Indebtedness shall be declared due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof; or

         (h)      Judgments. Any Material Credit Party shall fail within 30 days
of the date due and payable to pay, bond or otherwise discharge any judgment,
settlement or order for the payment of money which judgment, settlement or
order, when aggregated with all other such judgments, settlements or orders due
and unpaid at such time, exceeds $1,500,000, and which is not stayed on appeal
(or for which no motion for stay is pending) or is not otherwise being executed;
or

         (i)      ERISA. Any of the following events or conditions, if such
event or condition could reasonably be expected to have a Material Adverse
Effect: (1) any "accumulated funding deficiency," as such term is defined in
Section 302 of ERISA and Section 412 of the Internal Revenue Code, whether or
not waived, shall exist with respect to any Plan, or any lien shall arise on the
assets of a member of the Consolidated Group or any ERISA Affiliate in favor of
the PBGC or a Plan; (2) an ERISA Event shall occur with respect to a Single
Employer Plan, which is, in the reasonable opinion of the Administrative Agent,
likely to result in the termination of such Plan for purposes of Title IV of
ERISA; (3) an ERISA Event shall occur with respect to a


                                       28
<PAGE>   34



Multiemployer Plan or Multiple Employer Plan, which is, in the reasonable
opinion of the Administrative Agent, likely to result in (i) the termination of
such Plan for purposes of Title IV of ERISA, or (ii) a member of the
Consolidated Group or any ERISA Affiliate incurring any liability in connection
with a withdrawal from, reorganization of (within the meaning of Section 4241 of
ERISA), or insolvency of (within the meaning of Section 4245 of ERISA) such
Plan; or (4) any prohibited transaction (within the meaning of Section 406 of
ERISA or Section 4975 of the Internal Revenue Code) or breach of fiduciary
responsibility shall occur which may subject a member of the Consolidated Group
or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or
502(l) of ERISA or Section 4975 of the Internal Revenue Code, or under any
agreement or other instrument pursuant to which a member of the Consolidated
Group or any ERISA Affiliate has agreed or is required to indemnify any person
against any such liability; or

         (j)      Ownership. There shall occur a Change of Control; or

         (k)      Revolving Credit Agreement. There shall occur an Event of
Default under the Revolving Credit Agreement.

         7.2      Acceleration; Remedies.

         Upon the occurrence and during the continuation of an Event of Default,
the Administrative Agent shall, upon the request and direction of the Required
Lenders, by written notice to the Credit Parties take any of the following
actions:

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

                  (ii)     Enforcement of Rights. Enforce any and all rights and
         interests created and existing under the Credit Documents and all
         rights of set-off.

Notwithstanding the foregoing, if an Event of Default specified in Section
7.1(f) shall occur, then all Loans, all accrued interest in respect thereof, all
accrued and unpaid Fees and other indebtedness or obligations owing to the
Administrative Agent and/or any of the Lenders hereunder automatically shall
immediately become due and payable without presentment, demand, protest or the
giving of any notice or other action by the Administrative Agent or the Lenders,
all of which are hereby waived by the Credit Parties.



                                       29
<PAGE>   35


                                    SECTION 8
                                AGENCY PROVISIONS

         8.1      Appointment.

         Each Lender hereby designates and appoints NationsBank, N.A. as
administrative agent (in such capacity, the "Administrative Agent") of such
Lender to act as specified herein and the other Credit Documents, and each such
Lender hereby authorizes the Administrative Agent as the Administrative Agent
for such Lender, to take such action on its behalf under the provisions of this
Credit Agreement and the other Credit Documents and to exercise such powers and
perform such duties as are expressly delegated by the terms hereof and of the
other Credit Documents, together with such other powers as are reasonably
incidental thereto. Each Lender further directs and authorizes the
Administrative Agent to execute releases (or similar agreements) to give effect
to the provisions of this Credit Agreement and the other Credit Documents,
including specifically, without limitation, in connection with a Divestiture
consented to or permitted pursuant the provisions of Section 8.3 of the
Incorporated Covenants or a sale, lease, transfer or other disposition of
Property not prohibited by this Credit Agreement. Notwithstanding any provision
to the contrary elsewhere herein and in the other Credit Documents, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein and therein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Credit Agreement or any of
the other Credit Documents, or shall otherwise exist against the Administrative
Agent. The provisions of this Section are solely for the benefit of the
Administrative Agent and the Lenders and none of the Credit Parties shall have
any rights as a third party beneficiary of the provisions hereof (other than as
set forth in the second sentence hereof). In performing its functions and duties
under this Credit Agreement and the other Credit Documents, the Administrative
Agent shall act solely as Administrative Agent of the Lenders and does not
assume and shall not be deemed to have assumed any obligation or relationship of
agency or trust with or for any Credit Party or any of their respective
Affiliates.

         8.2      Delegation of Duties.

         The Administrative Agent may execute any of its duties hereunder or
under the other Credit Documents by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to such
duties. The Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.

         8.3      Exculpatory Provisions.

         The Administrative Agent and its officers, directors, employees,
agents, attorneys-in-fact or affiliates shall not be (i) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in
connection herewith or in connection with any of the other Credit Documents
(except for its or such Person's own gross negligence or willful misconduct), or
(ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any


                                       30
<PAGE>   36


of the Credit Parties contained herein or in any of the other Credit Documents
or in any certificate, report, document, financial statement or other written or
oral statement referred to or provided for in, or received by the Administrative
Agent under or in connection herewith or in connection with the other Credit
Documents, or enforceability or sufficiency therefor of any of the other Credit
Documents, or for any failure of any Credit Party to perform its obligations
hereunder or thereunder. The Administrative Agent shall not be responsible to
any Lender for the effectiveness, genuineness, validity, enforceability,
collectability or sufficiency of this Credit Agreement, or any of the other
Credit Documents or for any representations, warranties, recitals or statements
made herein or therein or made by the Borrower or any Credit Party in any
written or oral statement or in any financial or other statements, instruments,
reports, certificates or any other documents in connection herewith or therewith
furnished or made by the Administrative Agent to the Lenders or by or on behalf
of the Credit Parties to the Administrative Agent or any Lender or be required
to ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained herein or therein or
as to the use of the proceeds of the Term Loan or of the existence or possible
existence of any Default or Event of Default or to inspect the properties, books
or records of the Credit Parties or any of their respective Affiliates.

         8.4      Reliance on Communications.

         The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to any of the Credit Parties, independent accountants and
other experts selected by the Administrative Agent with reasonable care). The
Administrative Agent may deem and treat the Lenders as the owners of their
respective interests hereunder for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the
Administrative Agent in accordance with Section 9.3(b) hereof. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Credit Agreement or under any of the other Credit Documents
unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder or under any of the other Credit Documents in accordance with
a request of the Required Lenders (or to the extent specifically provided in
Section 9.6, all the Lenders) and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Lenders (including their
successors and assigns).

         8.5      Notice of Default.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or a Credit Party
referring to the Credit Document, describing such Default or Event of


                                       31
<PAGE>   37



Default and stating that such notice is a "notice of default." In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give prompt notice thereof to the Lenders. The Administrative Agent shall take
such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders.

         8.6      Non-Reliance on Administrative Agent and Other Lenders.

         Each Lender expressly acknowledges that each of the Administrative
Agent and its officers, directors, employees, Administrative Agents,
attorneys-in-fact or affiliates has not made any representations or warranties
to it and that no act by the Administrative Agent or any affiliate thereof
hereinafter taken, including any review of the affairs of any Credit Party or
any of their respective Affiliates, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, assets, operations, property,
financial and other conditions, prospects and creditworthiness of the Borrower,
the other Credit Parties or their respective Affiliates and made its own
decision to make its Loans hereunder and enter into this Credit Agreement. Each
Lender also represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Credit Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of the Borrower, the other
Credit Parties and their respective Affiliates. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, assets, property, financial or other
conditions, prospects or creditworthiness of the Borrower, the other Credit
Parties or any of their respective Affiliates which may come into the possession
of the Administrative Agent or any of its officers, directors, employees,
Administrative Agents, attorneys-in-fact or affiliates.

         8.7      Indemnification.

         The Lenders agree to indemnify the Administrative Agent in its capacity
as such (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably in accordance with the respective
principal amounts of outstanding Loans and Participation Interests of the
Lenders), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever which may at any time (including without limitation at
any time following the final payment of all of the obligations of the Borrower
hereunder and under the other Credit Documents) be imposed on, incurred by or
asserted against the Administrative Agent in its capacity as such in any way
relating to or arising out of this Credit Agreement or the other Credit
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by


                                       32
<PAGE>   38



the Administrative Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of the Administrative Agent. If any indemnity furnished to the
Administrative Agent for any purpose shall, in the opinion of the Administrative
Agent, be insufficient or become impaired, the Administrative Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished. The agreements in this
Section shall survive the repayment of the Loans and other obligations under the
Credit Documents and the termination of the Commitments hereunder.

         8.8      Administrative Agent in its Individual Capacity.

         The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower,
its Subsidiaries or their respective Affiliates as though the Administrative
Agent were not the Administrative Agent hereunder. With respect to the Loans
made by and all obligations of the Borrower hereunder and under the other Credit
Documents, the Administrative Agent shall have the same rights and powers under
this Credit Agreement as any Lender and may exercise the same as though it were
not the Administrative Agent, and the terms "Lender" and "Lenders" shall include
the Administrative Agent in its individual capacity.

         8.9      Successor Administrative Agent.

         The Administrative Agent may, at any time, resign upon 20 days' written
notice to the Lenders, and may be removed, upon show of cause, by the Required
Lenders upon 30 days' written notice to the Administrative Agent. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the notice of resignation or notice of
removal, as appropriate, then the retiring Administrative Agent shall select a
successor Administrative Agent provided such successor is a Lender hereunder or
a commercial bank organized under the laws of the United States of America or of
any State thereof and has a combined capital and surplus of at least
$400,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations as Administrative Agent, as
appropriate, under this Credit Agreement and the other Credit Documents and the
provisions of this Section 8.9 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Credit Agreement.



                                       33
<PAGE>   39



         8.10     Intercreditor Agreement.

         Inasmuch as the obligations under the Revolving Credit Agreement are
secured by the same collateral as that securing the obligations under this
Credit Agreement, an intercreditor agreement is required in order that the
respective obligations share in such collateral on a pari passu basis. By
execution hereof, each Lender hereby acknowledges and agrees to be bound by the
terms of the Intercreditor Agreement and further authorizes and directs the
Administrative Agent to enter into the Intercreditor Agreement on its behalf.


                                    SECTION 9
                                  MISCELLANEOUS

         9.1      Notices.

         Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (i) when
delivered, (ii) when transmitted via telecopy (or other facsimile device) to the
number set out below, (iii) the day following the day on which the same has been
delivered prepaid to a reputable national overnight air courier service, or (iv)
the third Business Day following the day on which the same is sent by certified
or registered mail, postage prepaid, in each case to the respective parties at
the address, in the case of the Borrower, Guarantors and the Administrative
Agent, set forth below, and, in the case of the Lenders, set forth on Schedule
9.1, or at such other address as such party may specify by written notice to the
other parties hereto:

                      If to the Borrower or the Guarantors:

                      Railworks Corporation
                      1104 Kenilworth Drive
                      Suite 301
                      Baltimore, MD  21204
                      Attn:    Michael R. Azarela
                      Telephone:  (410) 512-0501
                      Telecopy:   (410) 825-6920

                      If to the Administrative Agent:

                      NationsBank, N.A.
                      101 N. Tryon Street
                      Independence Center, 15th Floor
                      NC1-001-15-04
                      Charlotte, North Carolina  28255
                      Attn:    Gregg Newland
                      Agency Services



                                       34
<PAGE>   40



                      Telephone:  (704) 386-4218
                      Telecopy:   (704) 388-9436

              with a copy to:

                          NationsBank, N.A.
                          10 Light Street
                          Sixteenth Floor
                          MD4-302-16-01
                          Baltimore, MD  21202-1435
                          Attn:  Monica Brandes
                          Telephone:  (410) 605-8019
                          Telecopy:   (410) 539-7508

         9.2      Right of Set-Off.

         In addition to any rights now or hereafter granted under applicable law
or otherwise, and not by way of limitation of any such rights, upon the
occurrence of an Event of Default, each Lender is authorized at any time and
from time to time, without presentment, demand, protest or other notice of any
kind (all of which rights being hereby expressly waived), to set-off and to
appropriate and apply any and all deposits (general or special) and any other
indebtedness at any time held or owing by such Lender (including, without
limitation branches, agencies or Affiliates of such Lender wherever located) to
or for the credit or the account of any Credit Party against obligations and
liabilities of such Person to such Lender hereunder, under the Notes, the other
Credit Documents or otherwise, irrespective of whether such Lender shall have
made any demand hereunder and although such obligations, liabilities or claims,
or any of them, may be contingent or unmatured, and any such set-off shall be
deemed to have been made immediately upon the occurrence of an Event of Default
even though such charge is made or entered on the books of such Lender
subsequent thereto. Any Person purchasing a participation in the Loans and
Commitments hereunder pursuant to Section 3.14 or Section 9.3(d) may exercise
all rights of set-off with respect to its participation interest as fully as if
such Person were a Lender hereunder.

         9.3      Benefit of Agreement.

         (a)      Generally. This Credit Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided that none of the Credit Parties may
assign or transfer any of its interests without prior written consent of the
Lenders; provided further that the rights of each Lender to transfer, assign or
grant participations in its rights and/or obligations hereunder shall be limited
as set forth in this Section 9.3, provided however that nothing herein shall
prevent or prohibit any Lender from (i) pledging its Loans hereunder to a
Federal Reserve Bank in support of borrowings made by such Lender from such
Federal Reserve Bank, or (ii) granting assignments or selling


                                       35
<PAGE>   41



participations in such Lender's Loans and/or Commitments hereunder to its parent
company and/or to any Affiliate or Subsidiary of such Lender.

         (b)      Assignments. Each Lender may assign all or a portion of its
rights and obligations hereunder (including, without limitation, all or a
portion of its Commitments or its Loans), pursuant to an assignment agreement
substantially in the form of Schedule 9.3(b), to (i) a Lender, (ii) an affiliate
of a Lender or (iii) any bank, financial institution, commercial lender or
institutional investor reasonably acceptable to the Administrative Agent and, so
long as no Default or Event of Default has occurred and is continuing, the
Borrower (the consent of the Borrower shall not be unreasonably withheld or
delayed); provided that (i) any such assignment (other than any assignment to an
existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if
less, the remaining amount of the Commitment being assigned by such Lender) of
the Commitments and in integral multiples of $250,000 above such amount and (ii)
each such assignment shall be of a constant, not varying, percentage of all such
Lender's rights and obligations under this Credit Agreement. Any assignment
hereunder shall be effective upon delivery to the Administrative Agent of
written notice of the assignment together with a transfer fee of $3,500 payable
to the Administrative Agent for its own account from and after the later of (i)
the effective date specified in the applicable assignment agreement and (ii) the
date of recording of such assignment in the Register pursuant to the terms of
subsection (c) below. The assigning Lender will give prompt notice to the
Administrative Agent and the Borrower of any such assignment. Upon the
effectiveness of any such assignment (and after notice to, and (to the extent
required pursuant to the terms hereof), with the consent of, the Borrower as
provided herein), the assignee shall become a "Lender" for all purposes of this
Credit Agreement and the other Credit Documents and, to the extent of such
assignment, the assigning Lender shall be relieved of its obligations hereunder
to the extent of the Loans and Commitment components being assigned. Along such
lines the Borrower agrees that upon notice of any such assignment and surrender
of the appropriate Note or Notes, it will promptly provide to the assigning
Lender and to the assignee separate promissory notes in the amount of their
respective interests substantially in the form of the original Note (but with
notation thereon that it is given in substitution for and replacement of the
original Note or any replacement notes thereof). By executing and delivering an
assignment agreement in accordance with this Section 9.3(b), the assigning
Lender thereunder and the assignee thereunder shall be deemed to confirm to and
agree with each other and the other parties hereto as follows: (i) such
assigning Lender warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim; (ii) except
as set forth in clause (i) above, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Credit
Agreement, any of the other Credit Documents or any other instrument or document
furnished pursuant hereto or thereto, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Credit Agreement, any
of the other Credit Documents or any other instrument or document furnished
pursuant hereto or thereto or the financial condition of any Credit Party or any
of their respective Affiliates or the performance or observance by any Credit
Party of any of its obligations under this Credit Agreement, any of the other
Credit Documents or any other instrument or document furnished pursuant hereto
or thereto; (iii) such assignee represents and warrants that it is legally
authorized to enter into such assignment agreement; (iv) such assignee confirms
that it has


                                       36
<PAGE>   42



received a copy of this Credit Agreement, the other Credit Documents and such
other documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into such assignment agreement; (v) such
assignee will independently and without reliance upon the Administrative Agent,
such assigning Lender or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Credit Agreement and
the other Credit Documents; (vi) such assignee appoints and authorizes the
Administrative Agent to take such action on its behalf and to exercise such
powers under this Credit Agreement or any other Credit Document as are delegated
to the Administrative Agent by the terms hereof or thereof, together with such
powers as are reasonably incidental thereto; and (vii) such assignee agrees that
it will perform in accordance with their terms all the obligations which by the
terms of this Credit Agreement and the other Credit Documents are required to be
performed by it as a Lender.

         (c)      Maintenance of Register. The Administrative Agent shall
maintain at one of its offices in Charlotte, North Carolina a copy of each
Lender assignment agreement delivered to it in accordance with the terms of
subsection (b) above and a register for the recordation of the identity of the
principal amount, type and Interest Period of each Loan outstanding hereunder,
the names, addresses and the Commitments of the Lenders pursuant to the terms
hereof from time to time (the "Register"). The Administrative Agent will make
reasonable efforts to maintain the accuracy of the Register and to promptly
update the Register from time to time, as necessary. The entries in the Register
shall be conclusive in the absence of manifest error and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Credit Agreement. The Register shall be available for
inspection by the Borrower and each Lender, at any reasonable time and from time
to time upon reasonable prior notice.

         (d)      Participations. Each Lender may sell, transfer, grant or
assign participations in all or a portion of such Lender's rights, obligations
or rights and obligations hereunder (including all or a portion of its
Commitments or its Loans); provided that (i) such selling Lender shall remain a
"Lender" for all purposes under this Credit Agreement (such selling Lender's
obligations under the Credit Documents remaining unchanged) and the participant
shall not constitute a Lender hereunder, (ii) no such participant shall have, or
be granted, rights to approve any amendment or waiver relating to this Credit
Agreement or the other Credit Documents except to the extent any such amendment
or waiver would (A) reduce the principal of or rate of interest on or Fees in
respect of any Loans in which the participant is participating, (B) postpone the
date fixed for any payment of principal (including extension of the Termination
Date or the date of any mandatory prepayment), interest or Fees in which the
participant is participating, (C) except as the result of or in connection with
a dissolution, merger or disposition of a Subsidiary permitted under Section 8.3
of the Incorporated Covenants, release the Borrower or substantially all of the
Guarantors from its or their obligations under the Credit Documents, or (D)
except as the result of or in connection with a Divestiture permitted under
Section 8.3(b) of the Incorporated Covenants, release all or substantially all
of the collateral, and (iii) sub-participations by the participant (except to an
affiliate, parent company or affiliate of a parent company of the participant)
shall be prohibited. In the case of any such


                                       37
<PAGE>   43



participation, the participant shall not have any rights under this Credit
Agreement or the other Credit Documents (the participant's rights against the
selling Lender in respect of such participation to be those set forth in the
participation agreement with such Lender creating such participation) and all
amounts payable by the Borrower hereunder shall be determined as if such Lender
had not sold such participation, provided, however, that such participant shall
be entitled to receive additional amounts under Sections 3.6, 3.9, 3.10, 3.11
and 9.2 on the same basis as if it were a Lender.

         9.4      No Waiver; Remedies Cumulative.

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

         9.5      Payment of Expenses, etc.

         The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and
expenses (A) of the Administrative Agent in connection with the negotiation,
preparation, execution and delivery and administration of this Credit Agreement
and the other Credit Documents and the documents and instruments referred to
therein (including, without limitation, the reasonable fees and expenses of
Moore & Van Allen, PLLC, special counsel to the Administrative Agent) and any
amendment, waiver or consent relating hereto and thereto including, but not
limited to, any such amendments, waivers or consents resulting from or related
to any work-out, renegotiation or restructure relating to the performance by the
Credit Parties under this Credit Agreement and (B) of the Administrative Agent
and the Lenders in connection with enforcement of the Credit Documents and the
documents and instruments referred to therein (including, without limitation, in
connection with any such enforcement, the reasonable fees and disbursements of
counsel for the Administrative Agent and each of the Lenders); (ii) permit the
Administrative Agent to perform inventory and accounts receivable field audits
at the Borrower's expense, provided that unless an Event of Default shall be in
existence the Borrower's obligation to reimburse the Administrative Agent for
such field audits shall be limited to one such field audit each fiscal year;
(iii) pay and hold each of the Lenders harmless from and against any and all
present and future stamp and other similar taxes with respect to the foregoing
matters and save each of the Lenders harmless from and against any and all
liabilities with respect to or resulting from any delay or omission (other than
to the extent attributable to such Lender) to pay such taxes; and (iv) indemnify
each Lender, its officers, directors, employees, representatives and
Administrative Agents from and hold each of them harmless against any and all


                                       38
<PAGE>   44



losses, liabilities, claims, damages or expenses incurred by any of them as a
result of, or arising out of, or in any way related to, or by reason of (A) any
investigation, litigation or other proceeding (whether or not any Lender is a
party thereto) related to the entering into and/or performance of any Credit
Document or the use of proceeds of any Loans (including other Extensions of
Credit) hereunder or the consummation of any other transactions contemplated in
any Credit Document, including, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceeding or (B) the presence or Release of any Materials
of Environmental Concern at, under or from any Property owned, operated or
leased by the Borrower or any of its Subsidiaries, or the failure by the
Borrower or any of its Subsidiaries to comply with any Environmental Law (but
excluding, in the case of either of clause (A) or (B) above, any such losses,
liabilities, claims, damages or expenses to the extent incurred by reason of
gross negligence or willful misconduct on the part of the Person to be
indemnified).

         9.6      Amendments, Waivers and Consents.

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

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

                           (i)      extend the final maturity of any Loan,

                           (ii)     reduce the rate or extend the time of
                  payment of interest thereon or Fees hereunder (other than as a
                  result of waiving the applicability of any increase in
                  interest rates or Fees after the occurrence of an Event of
                  Default or on account of a failure to deliver financial
                  statements on a timely basis),

                           (iii)    reduce or waive the principal amount of any
                  Loan,

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

                           (v)      except as the result of or in connection
                  with a dissolution, merger or disposition of a Subsidiary
                  permitted under Section 8.3 of the Incorporated Covenants,
                  release the Borrower or substantially all of the Guarantors
                  from its or their obligations under the Credit Documents,



                                       39
<PAGE>   45


                           (vi)     except as the result of or in connection
                  with a Divestiture permitted under Section 8.3(b) of the
                  Incorporated Covenants, release all or substantially all of
                  the collateral,

                           (vii)    amend, modify or waive any provision of this
                  Section 9.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.13,
                  3.14, 3.15, 7.1(a), 9.2, 9.3, 9.5 or 9.9,

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

                           (ix)     consent to the assignment or transfer by the
                  Borrower (or another Credit Party) of any of its rights and
                  obligations under (or in respect of) the Credit Documents
                  except as permitted thereby;

                  (b)      without the consent of the Administrative Agent, no
         provision of Section 8 may be amended;

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

         9.7      Counterparts.

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

         9.8      Headings.

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

         9.9      Survival.

         All indemnities set forth herein, including, without limitation, in
Section 3.9, 3.11, 8.7 or 9.5 shall survive the execution and delivery of this
Credit Agreement, the making of the Loans, the repayment of the Loans and other
obligations under the Credit Documents and the termination of the Commitments
hereunder, and all representations and warranties made by the Credit Parties
herein shall survive delivery of the Notes and the making of the Loans
hereunder.


                                       40
<PAGE>   46


         9.10     Governing Law; Submission to Jurisdiction; Venue.

         (a)      THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

         (b)      Any legal action or proceeding with respect to this Credit
Agreement or any other Credit Document may be brought in the courts of the State
of North Carolina in Mecklenburg County, or of the United States for the Western
District of North Carolina, and, by execution and delivery of this Credit
Agreement, each of the Credit Parties hereby irrevocably accepts for itself and
in respect of its property, generally and unconditionally, the nonexclusive
jurisdiction of such courts. Each of the Credit Parties further irrevocably
consents to the service of process out of any of the aforementioned courts in
any such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to it at the address set out for notices
pursuant to Section 9.1, such service to become effective three (3) days after
such mailing. Nothing herein shall affect the right of the Administrative Agent
to serve process in any other manner permitted by law or to commence legal
proceedings or to otherwise proceed against any Credit Party in any other
jurisdiction.

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

         (d)      TO THE EXTENT PERMITTED BY LAW, EACH OF THE ADMINISTRATIVE
AGENT, THE LENDERS, THE BORROWER AND THE OTHER CREDIT PARTIES HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         9.11     Severability.

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



                                       41
<PAGE>   47


         9.12     Entirety.

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

         9.13     Binding Effect; Termination.

         (a)      This Credit Agreement shall become effective at such time on
or after the Closing Date when it shall have been executed by the Borrower, the
Guarantors and the Administrative Agent, and the Administrative Agent shall have
received copies hereof (telefaxed or otherwise) which, when taken together, bear
the signatures of each Lender, and thereafter this Credit Agreement shall be
binding upon and inure to the benefit of the Borrower, the Guarantors, the
Administrative Agent and each Lender and their respective successors and
assigns.

         (b)      The term of this Credit Agreement shall commence on the
effective date pursuant to subsection (a) above and shall continue until no
Loans or any other amounts payable hereunder or under any of the other Credit
Documents shall remain outstanding and until all of the Commitments hereunder
shall have expired or been terminated.

         9.14     Confidentiality.

         The Administrative Agent and the Lenders agree to keep confidential
(and to cause their respective affiliates, officers, directors, employees,
agents and representatives to keep confidential) all information, materials and
documents furnished to the Administrative Agent or any such Lender by or on
behalf of any Credit Party (whether before or after the Closing Date) which
relates to the Borrower or any of its Subsidiaries (the "Information").
Notwithstanding the foregoing, the Administrative Agent and each Lender shall be
permitted to disclose Information (i) to its affiliates, officers, directors,
employees, agents and representatives in connection with its participation in
any of the transactions evidenced by this Credit Agreement or any other Credit
Documents or the administration of this Credit Agreement or any other Credit
Documents, subject to the provisions of this Section 9.14; (ii) to the extent
required by applicable laws and regulations or by any subpoena or similar legal
process, or requested by any Governmental Authority; (iii) to the extent such
Information (A) becomes publicly available other than as a result of a breach of
this Credit Agreement or any agreement entered into pursuant to clause (iv)
below, (B) becomes available to the Administrative Agent or such Lender on a
non-confidential basis from a source other than a Credit Party or (C) was
available to the Administrative Agent or such Lender on a non-confidential basis
prior to its disclosure to the Administrative Agent or such Lender by a Credit
Party; (iv) to any assignee or participant (or prospective assignee or
participant) so long as such assignee or participant (or prospective assignee or
participant) first specifically agrees in a writing furnished to and for the
benefit of the Credit Parties to be bound by the terms of this Section 9.14; or
(v) to the extent that the Borrower shall have consented in writing to such
disclosure. Nothing set forth in this Section 9.14


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<PAGE>   48



shall obligate the Administrative Agent or any Lender to return any materials
furnished by the Credit Parties.

         9.15     Source of Funds.

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

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

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

                  (c)      to the extent that any part of such funds constitutes
         assets of an insurance company's general account, such insurance
         company has complied with all of the requirements of the regulations
         issued under Section 401(c)(1)(A) of ERISA; or

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

As used in this Section 9.15, the terms "employee benefit plan" and "separate
account" shall have the respective meanings assigned to such terms in Section 3
of ERISA.

         9.16     Conflict.

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

                           [Signature Page to Follow]



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<PAGE>   49



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


BORROWER:                    RAILWORKS CORPORATION,
                             a Delaware corporation

                             By:  /s/ Michael R. Azarela
                                -----------------------------------------
                             Name:    Michael R. Azarela
                             Title:   Executive Vice President and
                                      Chief Financial Officer


GUARANTORS:                  ALPHA-KEYSTONE ENGINEERING, INC.,
----------                   a Pennsylvania corporation
                             ANNEX RAILROAD BUILDERS, INC.,
                             an Indiana corporation
                             COMSTOCK HOLDINGS INC.,
                             a Delaware corporation
                             COMTRAK CONSTRUCTION, INC.,
                             a Georgia corporation
                             CONDON BROTHERS, INC.,
                             a Washington corporation
                             CPI CONCRETE PRODUCTS INCORPORATED,
                             a Tennessee corporation
                             H.P. MCGINLEY INC.,
                             a Pennsylvania corporation
                             KENNEDY RAILROAD BUILDERS, INC.,
                             a Pennsylvania corporation
                             L.K. COMSTOCK & COMPANY, INC.,
                             a New York corporation
                             MERIT RAILROAD CONTRACTORS, INC.,
                             a Missouri corporation
                             MIDWEST CONSTRUCTION SERVICES, INC.,
                             an Indiana corporation
                             MINNESOTA RAILROAD SERVICE, INC.,
                             a Tennessee corporation
                             NEW ENGLAND RAILROAD CONSTRUCTION CO., INC.,
                             a Connecticut corporation


                             By: /s/ Michael R. Azarela
                                -----------------------------------------
                             Name:    Michael R. Azarela
                             Title:   Executive Vice President of each
                                      of the foregoing Guarantors



                                       1
<PAGE>   50




                             NORTHERN RAIL SERVICE AND SUPPLY COMPANY, INC.,
                             a Michigan corporation
                             R. & M. B. RAIL CO., INC.,
                             an Indiana corporation
                             RAILCORP, INC.,
                             an Ohio corporation
                             RAILROAD SERVICE, INC.,
                             a Nevada corporation
                             RAILROAD SPECIALTIES, INC.,
                             an Indiana corporation
                             SOUTHERN INDIANA WOOD PRESERVING CO., INC.,
                             an Indiana corporation
                             U.S. TRACKWORKS, INC.,
                             a Michigan corporation
                             U.S. RAILWAY SUPPLY, INC.,
                             an Indiana corporation
                             WM. A. SMITH CONSTRUCTION CO., INC.,
                             a Texas corporation
                             WM. A. SMITH RERAILING SERVICES, INC.,
                             a Texas corporation

                             By: /s/ Michael R. Azarela
                                -----------------------------------------
                             Name:    Michael R. Azarela
                             Title:   Executive Vice President of each
                                      of the foregoing Guarantors


LENDERS:                     NATIONSBANK, N.A.,
                             individually in its capacity as a
                             Lender and in its capacity as Administrative Agent

                             By:  /s/ Monica R. Brandes
                                -----------------------------------------
                             Name:  Monica R. Brandes
                             Title:  Senior Vice President

                             FIRST UNION NATIONAL BANK

                             By:  /s/ Robert J. Bauer
                                -----------------------------------------
                             Name:  Robert J. Bauer
                             Title:  Vice President

                             BANKERS TRUST COMPANY

                             By:  /s/ Mary Kay Coyle
                                -----------------------------------------
                             Name:  Mary Kay Coyle
                             Title:  Managing Director



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