<PAGE>   1
                                                                    EXHIBIT 10.6

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                                CREDIT AGREEMENT

                                      among

                        MARKETING SPECIALISTS CORPORATION
                        and certain of its subsidiaries,
                                  as Borrowers,

                            THE CHASE MANHATTAN BANK,
                                    as Agent,

                                       and
                             the banks named herein

                                  30 March 2000




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[CHASE LOGO]

<PAGE>   2


                                TABLE OF CONTENTS


<TABLE>
<S>      <C>               <C>                                                                                  <C>
ARTICLE 1 Definitions.............................................................................................1
         Section 1.1       Definitions............................................................................1
         Section 1.2       Other Definitional Provisions.........................................................16
         Section 1.3       Accounting Terms and Determinations...................................................16
         Section 1.4       Time of Day...........................................................................16

ARTICLE 2 Revolving Credit Facility..............................................................................17
         Section 2.1       Commitments...........................................................................17
         Section 2.2       Notes.................................................................................17
         Section 2.3       Repayment of Loans....................................................................17
         Section 2.4       Use of Proceeds.......................................................................17
         Section 2.5       Commitment Fee........................................................................17
         Section 2.6       Termination or Reduction of Commitments...............................................17
         Section 2.7       Letters of Credit.....................................................................18

ARTICLE 3 Interest and Fees......................................................................................20
         Section 3.1       Interest Rate.........................................................................20
         Section 3.2       Determinations of Margins and Fees....................................................20
         Section 3.3       Payment Dates.........................................................................21
         Section 3.4       Default Interest......................................................................21
         Section 3.5       Conversions and Continuations of Accounts.............................................21
         Section 3.6       Computations..........................................................................22

ARTICLE 4 Administrative Matters.................................................................................22
         Section 4.1       Borrowing Procedure...................................................................22
         Section 4.2       Minimum Amounts.......................................................................22
         Section 4.3       Certain Notices.......................................................................23
         Section 4.4       Prepayments...........................................................................23
         Section 4.5       Method of Payment.....................................................................24
         Section 4.6       Weekly Settlement Among Banks; Pro Rata Treatment.....................................25
         Section 4.7       Sharing of Payments...................................................................26
         Section 4.8       Non-Receipt of Funds by the Agent.....................................................26
         Section 4.9       Withholding Taxes.....................................................................26
         Section 4.10      Withholding Tax Exemption.............................................................27
         Section 4.11      Participation and Settlement Obligations Absolute; Failure to Fund Participation or
                           Settlement ...........................................................................27
         Section 4.12      Borrowers' Acknowledgment of Benefit and Liability....................................28
         Section 4.13      Limitation of Borrower Liability......................................................28
         Section 4.14      Contribution; Subrogation.............................................................28
         Section 4.15      Joint and Several Obligations Absolute................................................29
         Section 4.16      Subordination.........................................................................29

ARTICLE 5 Yield Protection and Illegality........................................................................30
         Section 5.1       Additional Costs......................................................................31
         Section 5.2       Limitation on Libor Accounts..........................................................32
         Section 5.3       Illegality............................................................................32
         Section 5.4       Treatment of Affected Loans...........................................................32
</TABLE>



<PAGE>   3


<TABLE>
<S>      <C>               <C>                                                                                  <C>
         Section 5.5       Compensation..........................................................................33
         Section 5.6       Capital Adequacy......................................................................33
         Section 5.7       Replacement of a Bank.................................................................34

ARTICLE 6 Conditions Precedent...................................................................................34
         Section 6.1       Initial Loan and Letter of Credit.....................................................34
         Section 6.2       All Loans and Letters of Credit.......................................................36

ARTICLE 7 Representations and Warranties.........................................................................37
         Section 7.1       Corporate Existence...................................................................37
         Section 7.2       Financial Statements..................................................................37
         Section 7.3       Corporate Action; No Breach...........................................................37
         Section 7.4       Operation of Business.................................................................38
         Section 7.5       Litigation and Judgments..............................................................38
         Section 7.6       Rights in Properties; Liens...........................................................38
         Section 7.7       Enforceability........................................................................38
         Section 7.8       Approvals.............................................................................38
         Section 7.9       Debt..................................................................................38
         Section 7.10      Taxes.................................................................................39
         Section 7.11      Margin Securities.....................................................................39
         Section 7.12      ERISA.................................................................................39
         Section 7.13      Disclosure............................................................................39
         Section 7.14      Subsidiaries; Borrower Capitalization.................................................39
         Section 7.15      Agreements............................................................................40
         Section 7.16      Compliance with Laws..................................................................40
         Section 7.17      Investment Company Act................................................................40
         Section 7.18      Public Utility Holding Company Act....................................................40
         Section 7.19      Environmental Matters.................................................................40
         Section 7.20      Solvency..............................................................................41
         Section 7.21      Perishable Agricultural Commodities Act...............................................41
         Section 7.22      Packers and Stockyards Act............................................................41
         Section 7.23      Common Enterprise; Benefit Received...................................................41
         Section 7.24      Year 2000.............................................................................41
         Section 7.25      Indenture.............................................................................42

ARTICLE 8 Positive Covenants.....................................................................................42
         Section 8.1       Reporting Requirements................................................................42
         Section 8.2       Maintenance of Existence; Conduct of Business.........................................44
         Section 8.3       Maintenance of Properties.............................................................44
         Section 8.4       Taxes and Claims......................................................................44
         Section 8.5       Insurance.............................................................................44
         Section 8.6       Inspection Rights; Receivable Verification............................................44
         Section 8.7       Keeping Books and Records.............................................................45
         Section 8.8       Compliance with Laws..................................................................45
         Section 8.9       Compliance with Agreements............................................................45
         Section 8.10      Further Assurance.....................................................................45
         Section 8.11      ERISA.................................................................................46

ARTICLE 9 Negative Covenants.....................................................................................46
         Section 9.1       Debt..................................................................................46
         Section 9.2       Limitation on Liens and Restrictions on Subsidiaries..................................47
</TABLE>


<PAGE>   4


<TABLE>
<S>      <C>               <C>                                                                                  <C>
         Section 9.3       Mergers, Etc..........................................................................48
         Section 9.4       Restricted Junior Payments............................................................49
         Section 9.5       Investments...........................................................................49
         Section 9.6       Limitation on Issuance of Capital Stock...............................................50
         Section 9.7       Transactions With Affiliates..........................................................50
         Section 9.8       Disposition of Assets.................................................................50
         Section 9.9       Sale and Leaseback....................................................................51
         Section 9.10      Lines of Business.....................................................................51
         Section 9.11      Prepayment of Debt....................................................................51
         Section 9.12      First Union Loan Agreement............................................................51
         Section 9.13      Modifications to Senior Note Documents................................................51
         Section 9.14      Designation of Senior Debt............................................................51

ARTICLE 10 Financial Covenants...................................................................................52
         Section 10.1      Minimum Fixed Charges Coverage Ratio..................................................52
         Section 10.2      Maximum Debt to EBITDA Ratio..........................................................52
         Section 10.3      Deleted...............................................................................52
         Section 10.4      Minimum Interest Coverage Ratio.......................................................52
         Section 10.5      Minimum EBITDA........................................................................52
         Section 10.6      Capital Expenditure Limits............................................................53

ARTICLE 11 Default...............................................................................................53
         Section 11.1      Events of Default.....................................................................53
         Section 11.2      Remedies..............................................................................57
         Section 11.3      Cash Collateral.......................................................................58
         Section 11.4      Performance by the Agent..............................................................58
         Section 11.5      Setoff................................................................................58
         Section 11.6      Continuance of Default................................................................59

ARTICLE 12 The Agent.............................................................................................59
         Section 12.1      Appointment, Powers and Immunities....................................................59
         Section 12.2      Rights of Agent as a Bank.............................................................59
         Section 12.3      Defaults..............................................................................60
         Section 12.4      Indemnification.......................................................................60
         Section 12.5      Independent Credit Decisions..........................................................60
         Section 12.6      Several Commitments...................................................................61
         Section 12.7      Successor Agent.......................................................................61
         Section 12.8      Administrative Fee....................................................................61


ARTICLE 13 Miscellaneous.........................................................................................61
         Section 13.1      Expenses..............................................................................61
         Section 13.2      Indemnification.......................................................................62
         Section 13.3      Limitation of Liability...............................................................62
         Section 13.4      No Duty...............................................................................63
         Section 13.5      No Fiduciary Relationship.............................................................63
         Section 13.6      Equitable Relief......................................................................63
         Section 13.7      No Waiver; Cumulative Remedies........................................................63
         Section 13.8      Successors and Assigns................................................................63
         Section 13.9      Survival..............................................................................65
         Section 13.10     ENTIRE AGREEMENT......................................................................65
</TABLE>



<PAGE>   5



<TABLE>
<S>      <C>               <C>                                                                                  <C>
         Section 13.11     Amendments............................................................................65
         Section 13.12     Maximum Interest Rate.................................................................66
         Section 13.13     Notices...............................................................................66
         Section 13.14     Governing Law, Etc....................................................................66
         Section 13.15     Counterparts..........................................................................67
         Section 13.16     Severability..........................................................................67
         Section 13.17     Headings..............................................................................67
         Section 13.18     Non-Application of Chapter 346 of Texas Finance Code..................................67
         Section 13.19     Construction..........................................................................67
         Section 13.20     Independence of Covenants.............................................................67
         Section 13.21     WAIVER OF JURY TRIAL..................................................................67
         Section 13.22     Confidentiality.......................................................................68
</TABLE>



<PAGE>   6





                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                    Exhibit         Description of Exhibit
                    -------         ----------------------
<S>                                 <C>
                    "A"             Note
                    "B"             Compliance Certificate
                    "C"             Borrowing Base Report
                    "D"             Security Agreement
                    "E"             Assignment and Acceptance
                    "F"             Guaranty Agreement
                    "G"             Receivables Report
</TABLE>


                               INDEX TO SCHEDULES

<TABLE>
<CAPTION>
                    Schedule        Description of Schedule
                    --------        -----------------------
<S>                                 <C>
                    1.1(a)          Previous Senior Debt
                    1.1(b)          Monroe Litigation
                    7.9             Debt Levels
                    7.14            List of Subsidiaries; List of Parent's Shareholders
                    9.1             Debt
                    9.2             Existing Liens
                    9.5             Existing Investments
                    9.7             Permitted Affiliate Transactions
</TABLE>


INDEX TO EXHIBITS AND SCHEDULES, Solo Page
<PAGE>   7


                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT (the "Agreement"), dated as of March 30, 2000, is
among MARKETING SPECIALISTS CORPORATION, a corporation duly organized and
validly existing under the laws of the State of Delaware (the "Parent"), PAUL
INMAN ASSOCIATES, INC. ("PIA"), a corporation duly organized and validly
existing under the laws of the State of Michigan, MARKETING SPECIALISTS SALES
COMPANY ("MSSC"), a corporation duly organized and validly existing under the
laws of the State of Texas, BROMAR, INC. ("Bromar"), a corporation duly
organized and validly existing under the laws of the State of California,
(Parent, PIA, MSSC, and Bromar, collectively, the "Borrowers"), each of the
banks or other lending institutions which is or which may from time to time
become a signatory hereto or any successor or assignee thereof pursuant to
Section 13.8 hereof (individually, a "Bank" and, collectively, the "Banks"), and
THE CHASE MANHATTAN BANK, individually as a Bank and as agent for itself and the
other Banks (in its capacity as agent, together with its successors in such
capacity, the "Agent").

                                R E C I T A L S:

         The Borrowers have requested that the Banks extend credit to the
Borrowers in the form of a revolving credit facility. The Banks are willing to
extend such credit to the Borrowers upon the terms and conditions hereinafter
set forth.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

                                   ARTICLE 1

                                   Definitions


         Section 1.1 Definitions. As used in this Agreement, the following terms
have the following meanings:

         "Account" means either a Base Rate Account or a Libor Account.

         "Additional Costs" has the meaning specified in Section 5.1 hereof.

         "Additional Debt" has the meaning specified in Section 9.1 hereof.

         "Adjusted EBITDA" has the meaning specified in Section 10.2 hereof.

         "Adjusted Libor Rate" means, for any Libor Account for any Interest
Period therefor, the rate per annum determined by the Agent to be equal to the
Libor Rate for such Libor Account for such Interest Period divided by 1 minus
the Reserve Requirement for such Libor Account for such Interest Period.

         "Adjusted Maximum Amount" has the meaning specified in Section 4.14
hereof.

         "Adjustment Date" has the meaning specified in Section 3.2 hereof.

         "Affiliate" means, as to any Person, any other Person (a) that directly
or indirectly, through one or more intermediaries, controls or is controlled by,
or is under common control with, such Person; (b) that directly or indirectly
beneficially owns or holds ten percent (10%) or more of any class of voting
stock of


CREDIT AGREEMENT - Page 1
<PAGE>   8


such Person; or (c) ten percent (10%) or more of the voting stock of which is
directly or indirectly beneficially owned or held by the Person in question. The
term "control" means the possession, directly or indirectly, of the power to
direct or cause direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract, or otherwise; provided,
however, in no event shall the Agent or any Bank be deemed an Affiliate of any
Borrower.

         "Agent" has the meaning set forth in the introductory paragraph of this
Agreement.

         "Aggregate Borrowing Availability" means the sum of all the Borrowers'
Borrowing Availability.

         "Aggregate Payments" has the meaning specified in Section 4.14 hereof.

         "Agreement" has the meaning set forth in the introductory paragraph of
this Agreement.

         "Applicable Lending Office" means for each Bank and each Type of
Account, the lending office of such Bank (or of an Affiliate of such Bank)
designated for such Account below its name on the signature pages hereof or such
other office of such Bank (or of an Affiliate of such Bank) as such Bank may
from time to time specify to the Borrower and the Agent as the office by which
its Loans subject to Accounts of such Type are to be made and maintained.

         "Applicable Rate" has the meaning specified in Section 3.1 hereof.

         "Assignee" has the meaning specified in Section 13.8 hereof.

         "Assigning Bank" has the meaning specified in Section 13.8 hereof.

         "Assignment and Acceptance" means an assignment and acceptance entered
into by a Bank and its assignee and accepted by the Agent pursuant to Section
13.8 hereof, in substantially the form of Exhibit "E" hereto.

         "Available Cash" has the meaning specified in Section 4.4(b).

         "Bank" has the meaning set forth in the introductory paragraph of this
Agreement.

         "Bankruptcy Code " has the meaning specified in Section 11.1 hereof.

         "Base Margin" has the meaning specified in Section 3.2 hereof.

         "Base Rate" means, for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate
(computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, as the case may be) in effect on such day, (b) the Federal Funds
Effective Rate (computed on the basis of the actual number of days elapsed over
a 360-day year) in effect for such day plus one-half of one percent (0.5%), or
(c) the Base CD Rate in effect for such day plus one percent (1%). For purposes
of this Agreement, any change in the Base Rate due to a change in the Prime
Rate, Federal Funds Effective Rate or the Base CD Rate shall be effective on the
effective date of such change in the Prime Rate, Federal Funds Effective Rate or
the Base CD Rate, respectively. If for any reason the Agent shall have
determined (which determination shall be conclusive and binding, absent manifest
error) that it is unable to ascertain the Federal Funds Effective Rate or Base
CD Rate, or both, for any reason, including the inability or failure of the
Agent to obtain sufficient quotations in accordance with the terms hereof, the
Base Rate shall be determined without regard to clause (b) or (c), or both, as


CREDIT AGREEMENT - Page 2
<PAGE>   9


appropriate, until the circumstances giving rise to such inability no longer
exist. As used in this definition, the following terms shall have the following
meanings:

                  "Assessment Rate" shall mean the annual assessment rate (net
         of refunds and rounded upwards, if necessary, to the next 1/16 of 1%)
         estimated by the Agent (in good faith, but in no event in excess of
         statutory or regulatory maximums) to be payable by the Agent to the
         Federal Deposit Insurance Corporation (or any successor) for insurance
         by such Corporation (or such successor) of time deposits made in
         Dollars at the Agent's domestic offices during the current calendar
         year.

                  "Base CD Rate" shall mean the sum of (a) the product of (i)
         the Three-Month Secondary CD Rate and (ii) Statutory Reserves and (b)
         the Assessment Rate.

                  "Prime Rate" shall mean the rate of interest per annum
         publicly announced from time to time by The Chase Manhattan Bank, or
         its successor financial institution, at the Principal Office as its
         prime rate in effect at such time. Without notice to any Borrower or
         any other Person, the Prime Rate shall change automatically from time
         to time as and in the amount by which said prime rate shall fluctuate,
         with each such change to be effective as of the date of each change in
         such prime rate. THE PRIME RATE IS A REFERENCE RATE AND DOES NOT
         NECESSARILY REPRESENT THE LOWEST OR BEST RATE ACTUALLY CHARGED BY THE
         CHASE MANHATTAN BANK OR SUCH SUCCESSOR FINANCIAL INSTITUTION TO ANY OF
         ITS CUSTOMERS. THE CHASE MANHATTAN BANK OR SUCH SUCCESSOR FINANCIAL
         INSTITUTION MAY MAKE COMMERCIAL LOANS OR OTHER LOANS AT RATES OF
         INTEREST AT, ABOVE AND BELOW THE PRIME RATE.

                  "Statutory Reserves" shall mean a fraction (expressed as a
         decimal), the numerator of which is the number one and the denominator
         of which is the number one minus the aggregate of the maximum reserve
         percentage (including without limitation, any marginal, special,
         emergency or supplemental reserves) expressed as a decimal, established
         by the Board of Governors of the Federal Reserve System of the United
         States or any banking authority to which The Chase Manhattan Bank is
         subject with respect to the Base CD Rate for new negotiable
         non-personal time deposits in Dollars of over One Hundred Thousand
         Dollars ($100,000) with maturities approximately equal to three months.
         Statutory Reserves shall be adjusted automatically on and as of the
         effective date of any change in any applicable reserve percentage.

                  "Three-Month Secondary CD Rate" shall mean, for any day, the
         secondary market rate for three-month certificates of deposit reported
         as being in effect on such day (or, if such day shall not be a Business
         Day, the next preceding Business Day) by the Board of Governors of the
         Federal Reserve System of the United States through the public
         information telephone line of the Federal Reserve Bank of New York
         (which rate will, under the current practices of such Board of
         Governors, be published in Federal Reserve Statistical Release
         H.15(519) during the week following such day), or, if such rate shall
         not be so reported on such day or such next preceding Business Day, the
         average of the secondary market quotations for three-month certificates
         of deposit of major money center banks in New York City received at
         approximately 10:00 a.m. on such day (or, if such day shall not be a
         Business Day, on the next preceding Business Day) by the Agent from
         three New York City negotiable certificate of deposit dealers of
         recognized standing selected by the Agent.


CREDIT AGREEMENT - Page 3
<PAGE>   10


         "Base Rate Account" means a portion of a Loan that bears interest at a
rate based upon the Base Rate.

         "Borrowers" has the meaning set forth in the introductory paragraph of
this Agreement.

         "Bromar" has the meaning set forth in the introductory paragraph of
this Agreement.

         "Borrowing Availability" means, at any date of determination, the
amount by which the lesser of the Commitments or the Borrowing Base exceed the
Outstanding Revolving Credit or, when determined with respect to a Borrower, the
amount that such Borrower's Borrowing Base exceeds the Outstanding Revolving
Credit applicable to such Borrower.

         "Borrowing Base" means, with respect to a Borrower, at any time and
calculated without duplication based on the Borrowing Base Report most recently
delivered at such time pursuant to Section 8.1(d) (or pursuant to Section
6.1(k)), an amount equal to the sum of the following (calculated separately for
each Borrower):

                  (a) the sum of (i) aggregate amount of Eligible Accounts minus
         (ii) the aggregate amount of all of such Borrower's cash collections on
         Receivables which have not been applied to the Receivables as of the
         date of the preparation of the Borrowing Base Report; multiplied by the
         Advance Percent; plus

                  (b) the amount of cash or cash equivalents that are, in the
         Agent's sole judgment, pledged to the Agent as collateral for the
         Obligations; minus

                  (c) the aggregate amount of the reserves established by the
         Agent at any time and from time to time after the Closing Date, that
         the Agent determines are necessary to protect the Banks' interests,
         such determination to be made in the Agent's sole judgment, in good
         faith and based on information which, in its judgment, supports such
         determination; provided, that, at any time after the Agent has
         established a reserve, such reserve may only be released in an amount
         greater than $2,000,000 upon the consent of the Required Banks.

         As used in this definition, the term "Advance Percent" means eighty-two
percent (82%) or such other percent as the Agent may, at any time hereafter,
determine is necessary to protect its interests, such determination to be made
in the Agent's sole judgment, in good faith and based on information which, in
its judgment, supports such determination. Any change in the Advance Percent and
any establishment of reserves shall be effective on the date Parent receives
Agent's written notice of such. The Eligible Accounts attributable to any
Subsidiary acquired in the Pending Acquisition shall not be included in any
calculation of the Borrowing Base until such time as such Subsidiary is included
as a "Borrower" under this Agreement pursuant to the terms of Section 13.11.

         "Borrowing Base Report" means a report in substantially the form of
Exhibit "C" hereto properly completed and executed by the chief executive
officer, treasurer or chief financial officer of Parent.

         "Business Day" means (a) any day excluding Saturday, Sunday and any day
which either is a legal holiday under the laws of the States of New York or
Texas or is a day on which banking institutions located in any such States are
closed, and (b) with respect to all borrowings, payments, Conversions,
Continuations, Interest Periods, and notices in connection with Loans subject to
Libor Accounts, any day which is a Business Day described in clause (a) above
and which is also a day on which dealings in Dollar deposits are carried out in
the London interbank market.



CREDIT AGREEMENT - Page 4
<PAGE>   11


         "Calculation Period" has the meaning specified in Section 3.2 hereof.

         "Capital Expenditures" means, for any period, all expenditures which
are classified as capital expenditures in accordance with GAAP including all
such expenditures associated with Capital Lease Obligations.

         "Capital Expenditure Limits" has the meaning specified in Section 10.6
hereof.

         "Capital Lease Obligations" means, as to any Person, the obligations of
such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) real and/or personal property, which obligations are
required to be classified and accounted for as a capital lease on a balance
sheet of such Person under GAAP. For purposes of this Agreement, the amount of
such Capital Lease Obligations shall be the capitalized amount thereof,
determined in accordance with GAAP.

         "Closing Date" means March 30, 2000.

         "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated and rulings issued thereunder.

         "Collateral" means the property in which Liens have been granted
pursuant to the Security Agreement, whether such Liens are now existing or
hereafter arise.

         "Commitment" means, as to each Bank, the obligation of such Bank to
make advances of funds and purchase participation interests in (or with respect
to the Agent as a Bank, hold other interests in) Letters of Credit in an
aggregate principal amount at any one time outstanding up to but not exceeding
the amount set forth opposite the name of such Bank on the signature pages
hereto under the heading "Commitment" or, if applicable, in its most recent
Assignment and Acceptance. The Commitment of a Bank and the Commitments of all
the Banks may be reduced or terminated pursuant to Section 2.6 or Section 11.2
hereof. The aggregate amount of the Commitments of all Banks is Fifty Million
Dollars ($50,000,000).

         "Commitment Percentage" means, as to any Bank, the percentage
equivalent of a fraction the numerator of which is the amount of such Bank's
Commitment and the denominator of which is the aggregate amount of the
Commitments for all of the Banks.

         "Compliance Certificate" means a certificate in substantially the form
of Exhibit "B" hereto, properly completed and executed by the chief executive
officer, treasurer or chief financial officer of Parent.

         "Concentration Account" shall mean a deposit account established at the
Agent by the Borrowers and controlled by the Agent for the benefit of the Banks
in which all funds received through the Lockbox Accounts shall be deposited.

         "Continue", "Continuation", and "Continued" shall refer to the
continuation pursuant to Section 3.5 or Article 5 hereof of a Libor Account as a
Libor Account from one Interest Period to the next Interest Period.

         "Contract Rate" has the meaning specified in Section 13.12 hereof.

         "Contributing Obligors" has the meaning specified in Section 4.14
hereof.


CREDIT AGREEMENT - Page 5
<PAGE>   12


         "Convert", "Conversion", and "Converted" shall refer to a conversion
pursuant to Section 3.5 or Article 5 hereof of one Type of Account into the
other Type of Account.

         "Debt" means as to any Person at any time (without duplication): (a)
all obligations of such Person for borrowed money, including, without
limitation, any notes payable to the seller in connection with any acquisition
and the Loans; (b) all obligations of such Person evidenced by bonds, notes,
debentures, or other similar instruments; (c) all obligations of such Person to
pay the deferred purchase price of property or services, except trade accounts
payable of such Person arising in the ordinary course of business that are not
past due by more than ninety (90) days or that are being contested in good faith
by appropriate proceedings diligently pursued and for which adequate reserves
have been established; (d) all Capital Lease Obligations of such Person; (e) all
Debt or other obligations of others Guaranteed by such Person; (f) all
obligations secured by a Lien existing on property owned by such Person, whether
or not the obligations secured thereby have been assumed by such Person or are
non-recourse to the credit of such Person; (g) all reimbursement obligations of
such Person (whether contingent or otherwise) in respect of letters of credit,
bankers' acceptances, surety or other bonds and similar instruments (including
those outstanding with respect to Letters of Credit); (h) all liabilities of
such Person in respect of unfunded vested benefits under any Plan; (i) all
liabilities of such Person under Hedging Agreements; (j) all obligations of such
Person, contingent or otherwise, for the payment of money under any noncompete,
consulting or any other similar arrangements providing for the deferred payment
of the purchase price for an acquisition; and (k) all other amounts which are,
in accordance with GAAP, required to be reflected as liabilities on a
consolidated balance sheet of such Person other than accruals and deferred
taxes.

         "Default" means an Event of Default or the occurrence of an event or
condition which with notice or lapse of time or both would become an Event of
Default.

         "Default Rate" means, with respect to a Loan subject to a Libor
Account, a per annum rate equal to the sum of two percent (2%) plus the interest
rate for such Loan as provided in Section 3.1 hereof and, for all other
purposes, a per annum rate equal to the sum of two percent (2%) plus the
Applicable Rate for Base Rate Accounts under the Loans as in effect from time to
time.

         "Designated Information" has the meaning specified in Section 13.22
hereof.

         "DG" has the meaning set forth in the introductory paragraph of this
Agreement.

         "Disbursement Accounts" means the controlled disbursement accounts of
any Borrower which are designated by the Agent in writing as "Disbursement
Accounts".

         "Dollars" and "$" mean lawful money of the United States of America.

         "EBITDA" means, for any period and any Person, the total of the
following, each calculated without duplication for such Person on a consolidated
basis for such period: (a) Net Income; plus (b) any provision for (or less any
benefit from) income or franchise taxes included in determining Net Income; plus
(c) interest expense deducted in determining Net Income; plus (d) amortization
and depreciation expense deducted in determining Net Income; plus (e) other
noncash charges deducted in determining consolidated net income and not already
deducted in accordance with clauses (b) and (c) of the definition of Net Income.


CREDIT AGREEMENT - Page 6
<PAGE>   13


         "Eligible Account" means an account of a Borrower created from the
performance of services or the sale of goods by such Borrower in the ordinary
course of business (herein a "Receivable") which at all times comply with all of
the following requirements:

                  (i) The Receivable and the transaction giving rise thereto
         each comply with all applicable laws, rules, and regulations,
         including, without limitation, usury laws;

                  (ii) The Receivable has been billed and invoiced in a timely
         fashion and in the normal course of business, has not been outstanding
         for more than one hundred and twenty (120) days past the original date
         of invoice and is not more than ninety (90) days past due;

                  (iii) The Receivable arises from an enforceable contract and
         the applicable Borrower is not in default of the terms thereof;

                  (iv) The services reflected on the applicable invoice have
         been completely performed by the applicable Borrower or, if arising
         from the sale of goods, the goods reflected on the applicable invoice
         have been delivered to the account debtor and, in each case, the
         applicable account debtor has not objected to such account debtor's
         liability thereon;

                  (v) The applicable Borrower has good and indefeasible title to
         the Receivable and the Receivable is not subject to any Lien except
         Liens in favor of the Agent;

                  (vi) The Receivable is subject to a first priority, perfected
         Lien in favor of the Agent and is payable to a Lockbox Account covered
         by an agreement of the type described in Section 6.1(g)(iii) of this
         Agreement;

                  (vii) The account debtor or other obligor thereunder is not
         insolvent or the subject of any bankruptcy or insolvency proceeding and
         has not made an assignment for the benefit of creditors, suspended
         normal business operations, dissolved, liquidated, terminated its
         existence, ceased to pay its debts as they become due, or suffered a
         receiver or trustee to be appointed for any of its assets or affairs;

                  (viii) The Receivable is not evidenced by chattel paper or an
         instrument;

                  (ix) The applicable Borrower's performance of the contract to
         which the Receivable  relates is not assured by a performance,
         completion, or other bond;

                  (x) The Receivable is not owed by an Affiliate of the
         applicable Borrower or a director, officer, agent, stockholder or
         employee of such Borrower or by such Borrower to another Borrower;

                  (xi) The Receivable is payable in Dollars by the account
         debtor or other obligor thereunder;

                  (xii) The account debtor or other Person obligated on such
         Receivable is domiciled in the United States of America or, if not so
         domiciled, the Receivable is backed by a satisfactory letter of credit
         that is issued or confirmed by a bank located in the United States of
         America that has been delivered to the agent as Collateral and is


CREDIT AGREEMENT - Page 7
<PAGE>   14


         otherwise acceptable to the Agent or insured by credit insurance
         acceptable to the Agent in which the Agent has been named as a loss
         payee;

                  (xiii) Not more than fifty percent (50%) of the aggregate
         amount of the Receivables owed by the account debtor or other Person
         obligated thereon and its Affiliates to any Borrower, on an aggregate
         basis, are more than ninety (90) days past due or have been outstanding
         for more than one-hundred twenty (120) days past the original invoice
         date;

                  (xiv) The account debtor or other Person obligated thereon is
         not a Government Authority unless the Federal Assignment of Claims Act
         of 1940, as amended, or any similar statute shall have been complied
         with to the satisfaction of the Agent;

                  (xv) The Receivable  has not been and is not required to be
         charged or written off as  uncollectible in accordance with GAAP;

                  (xvi) If the Receivable is owing by an account debtor for
         which the applicable Borrower must have filed a "Notice of Business
         Activities Report" or similar report in a state or states where failure
         to comply with such filing of notice precludes bringing suit against
         the applicable account debtor, the applicable Borrower must have filed
         such requisite activities report or other similar report and otherwise
         be in full compliance with such legal requirement;

                  (xvii) The Receivable does not arise from the sale of
         perishable agricultural commodities (as that term is defined in the
         Perishable Agricultural Commodities Act, as amended (7 U.S.C. Section
         499e(c)) and the regulations promulgated thereunder) purchased and
         owned by the Borrower or livestock (as that term is defined in the
         Packers and Stockyards Act, as amended (7 U.S.C. Section 181-229) and
         the regulations thereunder) purchased and owned by the Borrower;

                  (xviii) The goods of sale which gave rise to such Receivable
         (a) were owned solely by the Borrower free and clear of all Liens other
         than the Liens of the Agent and First Union National Bank therein, (b)
         were delivered to the account debtor on an absolute sale basis and not
         on consignment, a sale or return basis, a guaranteed sale basis, a bill
         and hold basis, or on the basis of any similar understanding and (c)
         have not been returned, rejected, repossessed, lost or damaged; and

                  (xix) The Receivable is not an Excluded Account. The term
         "Excluded Account" means a Receivable that has been identified by the
         Agent (by a notice to Parent) as being unacceptable for inclusion in
         the Borrowing Base because the Agent has determined that the credit
         standing of the applicable account debtor in relation to the amount of
         credit extended has become unsatisfactory, the account debtor or other
         Person obligated on such Receivable is not otherwise creditworthy or
         the Agent might not otherwise be able to receive the full amount of the
         Receivable within a reasonable period of time and at a reasonable cost
         of collection if it sought to realize on its security interest therein,
         such determination to be made in the Agent's judgment, in good faith
         and based on information which, in its judgment, supports such
         determination.

The aggregate amount of the Eligible Accounts owed by an account debtor or other
Person to any Borrower shall be reduced by the amount of all "contra accounts"
and other obligations owed by such


CREDIT AGREEMENT - Page 8
<PAGE>   15


Borrower to such account debtor or other Person. The amount of the Eligible
Accounts owed by an account debtor or other Person shall be reduced by the
amount thereof which is subject to any setoff, counterclaim, defense, dispute,
recoupment, chargeback or other adjustment. The portion of any Receivable
constituting retainage that has been withheld by the account debtor or other
obligor shall not constitute an Eligible Account. If the aggregate amount of the
Receivables due from a single account debtor or other Person obligated thereon
exceeds an aggregate amount equal to ten percent (10%) of the aggregate of all
Receivables of a Borrower at the time of determination, the amount of the excess
shall be subtracted from all Eligible Accounts of such Borrower unless such
excess is backed by a letter of credit acceptable to the Agent or secured by
credit insurance under which the Agent has been named as loss payee and which is
issued on terms acceptable to the Agent. Notwithstanding anything to the
contrary contained in this Agreement or any other Loan Document, no Receivables
of any Borrower who has been sold or substantially all of whose assets have been
sold after the Closing Date shall be included within Eligible Accounts, unless
and until the Agent shall have conducted a field examination (at the Borrowers'
cost and expense) of such Borrower's books, records and operations in order to
reasonably satisfy the Agent that the Receivables of such Borrower generally
satisfy the above-described standards of eligibility.

         "Eligible Assignee" has the meaning specified in Section 13.8 hereof.

         "Environmental Laws" means any and all federal, state, and local laws,
regulations, and requirements pertaining to health, safety, or the environment,
as such laws, regulations, and requirements may be amended or supplemented from
time to time.

         "Environmental Liabilities" means, as to any Person, all liabilities,
obligations, responsibilities, Remedial Actions, losses, damages, punitive
damages, consequential damages, treble damages, costs, and expenses (including,
without limitation, all fees, disbursements and expenses of counsel, expert and
consulting fees and costs of investigation and feasibility studies), fines,
penalties, sanctions, and interest incurred as a result of any claim or demand,
by any Person, whether based in contract, tort, implied or express warranty,
strict liability, criminal or civil statute, including any Environmental Law,
permit, order or agreement with any Governmental Authority or other Person,
arising from environmental, health or safety conditions or the Release or
threatened Release of a Hazardous Material into the environment.

         "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person and any
option, warrant or other right relating thereto.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and published interpretations
thereunder.

         "ERISA Affiliate" means any corporation or trade or business which is a
member of the same controlled group of corporations (within the meaning of
Section 414(b) of the Code) as any Borrower or is under common control (within
the meaning of Section 414(c) of the Code) with any Borrower.

         "Event of Default" has the meaning specified in Section 11.1 hereof.

         "Fair Share" has the meaning specified in Section 4.14 hereof.

         "Fair Share Shortfall" has the meaning specified in Section 4.14
hereof.

         "Federal Funds Effective Rate" shall mean, for any day, a rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System


CREDIT AGREEMENT - Page 9
<PAGE>   16


arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations for
the day of such transactions received by the Agent from three Federal funds
brokers of recognized standing selected by it.

         "First Union Loan" means the term loan in the original principal amount
of $35,000,000 outstanding under the First Union Loan Agreement.

         "First Union Loan Agreement" means that certain Second Amended and
Restated Credit Agreement dated the Closing Date, among the Parent certain
lenders and First Union National Bank, as agent for the lenders as the same
exists on the Closing Date, without giving effect to any modification thereto
unless modified in a transaction that does not violate Section 9.12.

         "Fiscal Quarters" means the three (3) month periods falling in each
Fiscal Year ending March 31, June 30, September 30, and December 31.

         "Fiscal Year" means a twelve (12) month period ending December 31.

         "Fixed Charges" has the meaning specified in Section 10.1 hereof.

         "Fraudulent Transfer Laws" has the meaning specified in Section 4.13
hereof.

         "Funding Obligor" has the meaning specified in Section 4.14 hereof.

         "GAAP" means generally accepted accounting principles, applied on a
consistent basis, as set forth in Opinions of the Accounting Principles Board of
the American Institute of Certified Public Accountants and/or in statements of
the Financial Accounting Standards Board and/or their respective successors and
which are applicable in the circumstances as of the date in question. Accounting
principles are applied on a "consistent basis" when the accounting principles
applied in a current period are comparable in all material respects to those
accounting principles applied in a preceding period.

         "Governmental Authority" means any nation or government, any state or
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory, or administrative functions of or pertaining to
government.

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

         "Hazardous Material" means any substance, product, waste, pollutant,
material, chemical, contaminant, constituent, or other material which is or
becomes listed, regulated, or addressed under any Environmental Law.


CREDIT AGREEMENT - Page 10
<PAGE>   17


         "Hedging Agreement" means any interest rate swap, interest rate caps,
interest rate collars or other similar agreements, or any foreign exchange,
currency hedging, commodity hedging or other similar agreement, including
without limitation or in addition, any Synthetic Purchase Agreement.

         "Indenture" means the Indenture dated December 19, 1997 among Richmont
Marketing Specialists, Inc. (who has merged with and into Parent), certain of
its subsidiaries and Texas Commerce Bank National Association (now known as
Chase Bank of Texas, National Association), as trustee, as the same exists on
the Closing Date, without giving effect to any modification thereto unless
modified in a transaction that does not violate Section 9.13.

         "Intercreditor Agreement" means that certain Intercreditor Agreement
dated as of March 30, 2000 among the Borrowers, the Agent and First Union
National Bank, as agent, as the same may be amended or otherwise modified from
time to time.

         "Interest Coverage Ratio" means the ratio calculated in accordance with
Section 10.2 hereof.

         "Interest Period" means with respect to any Libor Accounts, each period
commencing on the date such Account is established or Converted from a Base Rate
Account or the last day of the next preceding Interest Period with respect to
such Libor Account, and ending on the numerically corresponding day in the
first, second, third or sixth calendar month thereafter, as Parent may select as
provided in Section 3.5 or 4.1 hereof, except that each such Interest Period
which commences on the last Business Day of a calendar month (or on any day for
which there is no numerically corresponding day in the appropriate subsequent
calendar month) shall end on the last Business Day of the appropriate subsequent
calendar month. Notwithstanding the foregoing: (a) each Interest Period which
would otherwise end on a day which is not a Business Day shall end on the next
succeeding Business Day (or if such succeeding Business Day falls in the next
succeeding calendar month, on the next preceding Business Day); (b) any Interest
Period which would otherwise extend beyond the Termination Date shall end on the
Termination Date; (c) no more than five (5) Interest Periods shall be in effect
at the same time; and (d) no Interest Period for any Libor Account shall have a
duration of less than one (1) month and, if the Interest Period would otherwise
be a shorter period, the related Libor Account shall not be available hereunder.

         "Lending Party" has the meaning specified in Section 13.22 hereof.

         "Letter of Credit Liabilities" means, at any time, the aggregate amount
available for drawing under all outstanding Letters of Credit and all
unreimbursed drawings under Letters of Credit.

         "Letters of Credit" has the meaning specified in Section 2.7(a) hereof.

         "Leverage Ratio" means, as of the end of any Fiscal Quarter, the ratio
of (a) the principal amount of all Debt of the Parent and the Subsidiaries
outstanding as of such date determined on a consolidated basis which is not
subordinated in right of payment to any other Debt of the Parent and the
Subsidiaries to (b) the consolidated Adjusted EBITDA of the Parent and the
Subsidiaries calculated for the four (4) Fiscal Quarter period ending on the
last day of such Fiscal Quarter.

         "Libor Account" means a portion of a Loan that bears interest at a rate
based upon the Adjusted Libor Rate.

         "Libor Rate" means, for any Libor Account for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/16
of 1%) offered to the Agent at approximately 11:00 a.m. London time (or as soon
thereafter as practicable) two Business Days prior to the first day of


CREDIT AGREEMENT - Page 11
<PAGE>   18


such Interest Period by leading banks in the London interbank market of Dollar
deposits in immediately available funds having a term comparable to such
Interest Period.

         "Libor Rate Margin" has the meaning specified in Section 3.2 hereof.

         "Lien" means any lien, mortgage, security interest, tax lien, financing
statement, pledge, charge, hypothecation, assignment, preference, priority, or
other encumbrance of any kind or nature whatsoever (including, without
limitation, any conditional sale or title retention agreement), whether arising
by contract, operation of law, or otherwise.

         "Loans" means, as to any Bank, the advances made by such Bank pursuant
to Section 2.1 hereof.

         "Loan Documents" means this Agreement, the Notes, the Security
Agreement, the Intercreditor Agreement and all other promissory notes, security
agreements, deeds of trust, assignments, guaranties, letters of credit, and
other instruments, agreements and other documentation executed and delivered
pursuant to or in connection with this Agreement, as such instruments,
agreements and other documentation may be amended or otherwise modified.

         "Lockbox Accounts" shall mean the lockbox accounts described in the
Security Agreement and any other accounts established pursuant to the Lockbox
Agreements in which all funds received pursuant to the Lockbox Agreements shall
be deposited.

         "Lockbox Agreements" shall mean the lockbox or other agreements
described in the Security Agreement and any lockbox or other agreement entered
into by a Borrower with the Agent, any Bank or any other depository institution
acceptable to the Agent, pursuant to which a lockbox and deposit account shall
be established for such Borrower into which payments on such Borrower's accounts
or other Collateral shall be sent and deposited, each in form and substance
satisfactory to the Agent, as the same may be amended or otherwise modified.

         "MSSC" has the meaning set forth in the introductory paragraph of this
Agreement.

         "Material Adverse Effect" means (a) a material adverse effect on the
business, condition (financial or otherwise), operations or properties of the
Borrowers taken as a whole; or (b) a material adverse effect on the ability of
the Borrowers and the Obligated Parties, taken as a whole, to perform the
obligations arising under the Loan Documents; or (c) a material adverse effect
on the validity, perfection, or priority of the Agent's Lien on the Collateral
or the ability of the Agent to enforce the Agent's Lien on the Collateral (other
than from a circumstance arising as a result of the fault of the Agent or the
release of any such Lien in accordance with the Loan Documents) or of the
ability of the Agent or any Bank to enforce a material provision of the Loan
Documents (other than from a circumstance arising as a result of the fault of
the Agent or any Bank). In determining whether any individual event could
reasonably be expected to result in a Material Adverse Effect, notwithstanding
that such event does not itself have such effect, a Material Adverse Effect
shall be deemed to have occurred if the cumulative effect of such event and all
other then existing events could reasonably be expected to result in a Material
Adverse Effect.

         "Maximum Rate" means, at any time and with respect to any Bank, the
maximum rate of nonusurious interest under applicable law that such Bank may
charge the Borrowers. The Maximum Rate shall be calculated in a manner that
takes into account any and all fees, payments, and other charges contracted for,
charged or received in connection with the Loan Documents that constitute
interest under applicable law. Each change in any interest rate provided for
herein based upon the Maximum Rate resulting from a change in the Maximum Rate
shall take effect without notice to any Borrower at the time of such change in
the Maximum Rate. For purposes of determining the Maximum Rate under Texas law,


CREDIT AGREEMENT - Page 12
<PAGE>   19


if applicable, the applicable rate ceiling shall be the indicated rate ceiling
described in, and computed in accordance with, Section 303 of the Texas Finance
Code.

         "Modified EBITDA" has the meaning set forth in Section 10.1 hereof.

         "Monroe Litigation" means the litigation identified on Schedule 1.1(b).

         "Multiemployer Plan" means a multiemployer plan defined as such in
Section 3(37) of ERISA to which contributions have been made by any Borrower or
any ERISA Affiliate and which is covered by Title IV of ERISA.

         "Net Income" means, for any period and any Person, such Person's
consolidated net income (or loss), but excluding: (a) the income of any other
Person (other than its subsidiaries) in which such Person or any of it
subsidiaries has an ownership interest, unless received by such Person or its
subsidiary in a cash distribution; (b) any after-tax gains or losses
attributable to asset disposition; (c) to the extent not included in clauses (a)
and (b) above, any after-tax extraordinary, non-cash or nonrecurring gains or
losses; and (d) non-cash or nonrecurring charges due to changes in accounting
principles required by GAAP.

         "Notes" means the promissory notes provided for by Section 2.2 hereof
and all amendments or other modifications thereof.

         "Obligated Party" means any Person (exclusive of the Borrowers) who is
or becomes party to any agreement that guarantees or secures payment and
performance of the Obligations or any part thereof.

         "Obligated Party Obligations" has the meaning specified in Section 4.16
hereof.

         "Obligation" means all obligations, indebtedness, and liabilities of
the Borrowers or any of them to the Agent and the Banks arising pursuant to any
of the Loan Documents, pursuant to any Hedging Agreement entered into with any
Borrower for the purpose of enabling such Borrower to fix or limit its actual
interest expense or the market risk of holding currency or a commodity in either
the cash or futures market, or pursuant to any deposit, lockbox, cash management
or similar agreement entered into with any Borrower, whether now existing or
hereafter arising, whether direct, indirect, related, unrelated, fixed,
contingent, liquidated, unliquidated, joint, several, or joint and several,
including, without limitation, the obligation of the Borrowers to repay the
Loans, the Reimbursement Obligations, interest on the Loans and Reimbursement
Obligations, and all fees, costs, and expenses (including attorneys' fees)
provided for in the Loan Documents, such Hedging Agreements or such deposit and
similar agreements.

         "Outstanding Revolving Credit" means, at any time of determination, the
sum of (a) the aggregate amount of Loans then outstanding; plus (b) the
aggregate amount of Letter of Credit Liabilities (or when calculated with
respect to a Bank, including the Agent as a Bank, such Bank's participation or
other interest in such Letter of Credit Liabilities); plus (c) all interest,
expenses, fees or other amounts accrued and owed to the Agent or the other Banks
under any Loan Document.

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

         "PH" has the meaning set forth in the introductory paragraph of this
Agreement.

         "PIA" has the meaning set forth in the introductory paragraph of this
Agreement.


CREDIT AGREEMENT - Page 13
<PAGE>   20


         "Parent" has the meaning set forth in the introductory paragraph of
this Agreement.

         "Pending Acquisition" means the acquisition by MSSC of SFC pursuant to
such documentation as are satisfactory to the Agent.

         "Person" means any individual, corporation, business trust,
association, company, partnership, joint venture, Governmental Authority, or
other entity.

         "Plan" means any employee benefit plan established or maintained by any
Borrower or any ERISA Affiliate and which is covered by Title IV of ERISA.

         "Previous Senior Debt" means all the obligations, indebtedness and
liability of any Borrower arising under or pursuant to Debt described in
Schedule 1.1(a).

         "Principal Office" means the principal office of the Agent, located at
633 Third Avenue New York, New York 10017-6764.

         "Prohibited Transaction" means any transaction set forth in Section 406
or 407 of ERISA or Section 4975(c)(1) of the Code for which there does not exist
a statutory or administrative exemption.

         "Receivable" has the meaning specified in the definition of Eligible
Accounts.

         "Register" has the meaning specified in Section 13.8 hereof.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as the same may be amended or supplemented from time to
time.

         "Regulatory Change" means, with respect to any Bank, any change after
the date of this Agreement in United States federal, state, or foreign laws or
regulations (including Regulation D) or the adoption or making after such date
of any interpretations, directives, or requests applying to a class of banks
including such Bank of or under any United States federal or state, or any
foreign, laws or regulations (whether or not having the force of law) by any
court or governmental or monetary authority charged with the interpretation or
administration thereof.

         "Reimbursement Obligation" means the obligation of the Borrowers to
reimburse the Agent for any demand for payment or drawing under a Letter of
Credit.

         "Release" means, as to any Person, any release, spill, emission,
leaking, pumping, injection, deposit, disposal, disbursement, leaching, or
migration of Hazardous Materials into the indoor or outdoor environment or into
or out of property owned by such Person, including, without limitation, the
movement of Hazardous Materials through or in the air, soil, surface water,
ground water, or property in violation of Environmental Laws.

         "Remedial Action" means all actions required to (a) cleanup, remove,
treat, or otherwise address Hazardous Materials in the indoor or outdoor
environment, (b) prevent the Release or threat of Release or minimize the
further Release of Hazardous Materials so that they do not migrate or endanger
or threaten to endanger public health or welfare or the indoor or outdoor
environment, or (c) perform pre-remedial studies and investigations and
post-remedial monitoring and care.

         "Report Date" has the meaning specified in Section 8.1 hereof.


CREDIT AGREEMENT - Page 14
<PAGE>   21


         "Required Banks" means Banks having (a) sixty-six and two-thirds
percent (66 2/3%) or more of the Commitments or (b) if all Commitments have
terminated, sixty-six and two-thirds percent (66 2/3%) or more of the
outstanding principal amount of the Loans and participations in the Letters of
Credit.

         "Reportable Event" means any of the events set forth in Section 4043 of
ERISA for which the 30-day notice requirement has not been waived by the PBGC.

         "Reserve Requirement" means, for any Libor Account for any Interest
Period therefor, the aggregate of the maximum reserve percentage (including
without limitation, any marginal, special, emergency or supplemental reserves)
expressed as a decimal, established by the Board of Governors of the Federal
Reserve System of the United States and any other banking authority to which any
Bank is subject with respect to the Adjusted Libor Rate for Eurocurrency
Liabilities (as defined in Regulation D), including without limitation, those
reserve percentages imposed under Regulation D. Reserve Requirement shall be
adjusted automatically on and as of the effective date of any change in any
applicable reserve percentage. For purposes hereof, Libor Accounts shall be
deemed to constitute Eurocurrency Liabilities (as defined in Regulation D) and
as such, shall be deemed to be subject to such reserve requirements of
Regulation D without benefit of or credit for proration, exceptions or offsets
which may be available from time to time to any Bank under Regulation D. Without
limiting the effect of the foregoing, the Reserve Requirement shall reflect any
other reserves required to be maintained by such member banks by reason of any
Regulatory Change against any category of liabilities which includes deposits by
reference to which the Adjusted Libor Rate is to be determined or any category
of extensions of credit or other assets which include Libor Accounts.

         "SFC" has the meaning set forth in the introductory paragraph of this
Agreement.

         "SPC" has the meaning specified in Section 13.8(a).

         "Security Agreement" means the security agreement among the Borrowers
and the Agent for the benefit of itself and the Banks, in substantially the form
of Exhibit "D" hereto, as the same may be amended or otherwise modified.

         "Senior Note Documents" means the Indenture, the Senior Subordinated
Notes and all note purchase agreements, exchange and registration agreements,
guaranties and other documentation executed and delivered pursuant to or in
connection with the Senior Subordinated Notes as the same exists on the Closing
Date without giving effect to any amendment or other modification thereto unless
modified in a transaction that does not violate Section 9.13; excluding,
however, the Loan Documents.

         "Senior Subordinated Notes" means the senior subordinated notes due
2007 issued by Richmont Marketing Specialist, Inc. (and assumed by Parent in
connection with the merger of Richmont Marketing Specialist, Inc. with and into
Parent) pursuant to the Indenture in an aggregate original principal amount
equal to One Hundred Million Dollars ($100,000,000), including all such notes
issued on substantially the same terms in exchange for the notes issued on
October 14, 1997 pursuant to the exchange and registration provisions of the
Senior Note Documents.

         "Subsidiary" means any corporation (or other entity) of which at least
a majority of the outstanding shares of stock (or other ownership interests)
having by the terms thereof ordinary voting power to elect a majority of the
board of directors (or similar governing body) of such corporation (or other
entity) (irrespective of whether or not at the time stock (or other ownership
interests) of any other class or classes of such corporation (or other entity)
shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned or controlled by Parent
or one or more of the Subsidiaries or by Parent and one or more of the
Subsidiaries.


CREDIT AGREEMENT - Page 15
<PAGE>   22


         "Subordinated Indebtedness" has the meaning specified in Section 4.16
hereof.

         "Subordination Party" has the meaning specified in Section 4.16 hereof.

         "Synthetic Purchase Agreement" means any agreement pursuant to which a
Person is or may become obligated to make any payment (i) in connection with the
purchase by any third party of any Equity Interest or Indebtedness that is
subordinated to the Obligations or other senior obligations or (ii) the amount
of which is determined by reference to the price or value at any time of any
Equity Interest or Indebtedness that is subordinated to the Obligations or other
senior obligations; provided that no phantom stock or similar plan providing for
payments only to current or former directors, officers or employees of Parent or
any Subsidiaries shall be deemed to be a Synthetic Purchase Agreement.

         "Termination Date" means March 30, 2002 or such earlier date on which
the Commitments terminate as provided in this Agreement.

         "Type" means either type of Account (i.e., either a Base Rate Account
or Libor Account).

         "UCC" means the Uniform Commercial Code as in effect in the State of
New York.

         Section 1.2 Other Definitional Provisions. All definitions contained in
this Agreement are equally applicable to the singular and plural forms of the
terms defined. The words "hereof", "herein", and "hereunder" and words of
similar import referring to this Agreement refer to this Agreement as a whole
and not to any particular provision of this Agreement. Unless otherwise
specified, all Article and Section references pertain to this Agreement. Terms
used herein that are defined in the UCC, unless otherwise defined herein, shall
have the meanings specified in the UCC.

         Section 1.3 Accounting Terms and Determinations. 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 Agent and the Banks hereunder
shall be prepared, in accordance with GAAP, on a basis consistent with those
used in the preparation of the financial statements referred to in Section 7.2
hereof. All calculations made for the purposes of determining compliance with
the provisions of this Agreement shall be made by application of GAAP, on a
basis consistent with those used in the preparation of the financial statements
referred to in Section 7.2 hereof. To enable the ready and consistent
determination of compliance by the Borrowers with their obligations under this
Agreement, no Borrower will change the manner in which either the last day of
its Fiscal Year or the last days of the first three Fiscal Quarters of its
Fiscal Years is calculated. In the event any changes in accounting principles
required by GAAP or recommended by Parent's certified public accountants and
implemented by the Borrowers occur and such changes result in a change in the
method of the calculation of financial covenants, standards or terms under this
Agreement, then each Borrower, the Agent and the Banks agree to enter into
negotiations in order to amend such provisions of this Agreement so as to
equitably reflect such changes with the desired result that the criteria for
evaluating such covenants, standards or terms shall be the same after such
changes as if such changes had not been made. Until such time as such an
amendment shall have been executed and delivered by the Agent, the Borrowers and
the Required Banks, all financial covenants, standards and terms in this
Agreement shall continue to be calculated or construed as if such changes had
not occurred.

         Section 1.4 Time of Day. Unless otherwise indicated, all references in
this Agreement to times of day shall be references to New York, New York time.


CREDIT AGREEMENT - Page 16
<PAGE>   23


                                    ARTICLE 2

                            Revolving Credit Facility


         Section 2.1 Commitments. Subject to the terms and conditions of this
Agreement, each Bank severally agrees to make advances to the Borrowers from
time to time from and including the Closing Date to but excluding the
Termination Date in an aggregate principal amount at any time outstanding up to
but not exceeding the amount of such Bank's Commitment as then in effect;
provided, however, (a) the Outstanding Revolving Credit applicable to a Bank
(except, with respect to the Agent as a Bank, as may otherwise result from the
operation of Section 4.6) shall not at any time exceed such Bank's Commitment;
(b) the aggregate Outstanding Revolving Credit shall not at any time exceed the
lesser of (i) the aggregate Commitments or (ii) the aggregate Borrowing Base;
and (c) the Outstanding Revolving Credit applicable to a Borrower shall at no
time exceed such Borrower's Borrowing Base. Subject to the foregoing
limitations, and the other terms and provisions of this Agreement, the Borrowers
may borrow, prepay, and reborrow hereunder the amount of the Commitments and may
establish Base Rate Accounts and Libor Accounts thereunder and, until the
Termination Date, the Borrowers may Continue Libor Accounts established under
the Loans or Convert Accounts established under the Loans of one Type into
Accounts of the other Type. Accounts of each Type under the Loans made by each
Bank shall be established and maintained at such Bank's Applicable Lending
Office for Loans of such Type.

         Section 2.2 Notes. The Loans made by a Bank shall be evidenced by a
single promissory note of the Borrowers in substantially the form of Exhibit "A"
hereto, payable to the order of such Bank in a principal amount equal to its
Commitment and otherwise duly completed.

         Section 2.3 Repayment of Loans. The Borrowers agree, jointly and
severally, to pay to the Agent, for the account of the Banks, the outstanding
principal amount of all of the Loans on the Termination Date.

         Section 2.4 Use of Proceeds. The proceeds of the Loans shall be used by
the Borrowers to repay the Previous Senior Debt, to finance the Pending
Acquisition, and to finance Borrowers' working capital and capital expenditure
requirements in the ordinary course of business, including, without limitation,
the satisfaction of Reimbursement Obligations in accordance with subsection
2.7(b) hereof, the payment of fees and expenses relating to the closing of the
Loan Documents and the payment of principal and interest on the First Union Loan
in accordance with the terms of the First Union Loan Agreement.

         Section 2.5 Commitment Fee. The Borrowers agree, jointly and severally,
to pay to the Agent for the account of each Bank a commitment fee on the daily
average unused amount of such Bank's Commitment for the period from and
including the Closing Date to and including the Termination Date, at a per annum
rate equal to one-half of one percent (0.50%). Accrued commitment fees under
this Section 2.5 shall be payable in arrears on the first day of each month
beginning April 1, 2000, and on the Termination Date.

         Section 2.6 Termination or Reduction of Commitments. Parent shall have
the right to terminate fully or to reduce in part the unused portion of the
Commitments at any time and from time to time, provided that: (a) Parent shall
give the Agent at least three (3) Business Days notice of each such termination
or reduction as provided in Section 4.3 hereof; and (b) each partial reduction
shall be in an aggregate amount at least equal to One Million Dollars
($1,000,000) or a greater multiple of One Hundred Thousand Dollars ($100,000),
and (c) each termination in full shall be accompanied by all amounts due under
Section 4.4(c). The Commitments may not be reinstated after they have been
terminated or reduced.


CREDIT AGREEMENT - Page 17
<PAGE>   24


         Section 2.7 Letters of Credit.

                (a) Commitment to Issue. The Borrowers may utilize the
Commitments by requesting that the Agent issue, and the Agent, subject to the
terms and conditions of this Agreement, shall issue, letters of credit for a
Borrower's account (such letters of credit being hereinafter referred to as the
"Letters of Credit"); provided, however, (i) the aggregate amount of outstanding
Letter of Credit Liabilities shall not at any time exceed Two Million Five
Hundred Thousand Dollars ($2,500,000); (ii) the Outstanding Revolving Credit
shall not at any time exceed the lesser of (A) the aggregate Commitments or (B)
the Borrowing Base; (iii) the Outstanding Revolving Credit applicable to a Bank
shall not at any time exceed such Bank's Commitment (except with respect to the
Agent as a Bank, as may otherwise result from the operation of Section 4.6); and
(iv) the Outstanding Revolving Credit applicable to a Borrower shall at no time
exceed such Borrower's Borrowing Base. Upon the date of issue of a Letter of
Credit, the Agent shall be deemed, without further action by any party hereto,
to have sold to each other Bank, and each other Bank shall be deemed, without
further action by any party hereto, to have purchased from the Agent a
participation to the extent of such Bank's Commitment Percentage in such Letter
of Credit and the related Letter of Credit Liabilities.

                (b) Letter of Credit Request Procedure. Parent shall give the
Agent at least three (3) Business Days irrevocable prior notice (effective upon
receipt) specifying the date of each Letter of Credit, the Borrower for whose
account such Letter of Credit is to be issued and the nature of the transactions
to be supported thereby. The Agent shall notify each other Bank of the contents
of the Letter of Credit and of such Bank's Commitment Percentage of the amount
of the proposed Letter of Credit in accordance with Section 4.6. Each Letter of
Credit shall have an expiration date that does not extend beyond the earlier of
(i) one (1) year from the date of its issuance, provided that any Letter of
Credit may provide for the renewal of the expiration date thereof for additional
one-year periods (which shall in no event extend the expiration date thereof
beyond the date provided for in the next clause (ii)) or (ii) a date which is
thirty (30) days prior to the Termination Date. Each Letter of Credit shall be
payable in Dollars, must support a transaction entered into in the ordinary
course of a Borrower's business, must be satisfactory in form and substance to
the Agent, and shall be issued pursuant to such documentation as the Agent may
require, including, without limitation, the Agent's standard form letter of
credit request and reimbursement agreement; provided, that, in the event of any
conflict between the terms of such agreement and the other Loan Documents, the
terms of the other Loan Documents shall control.

                (c) Letter of Credit Fees. The Borrowers agree, jointly and
severally, to pay to the Agent for the account of each Bank a letter of credit
fee on such Bank's Commitment Percentage of the amount available for drawings
under each Letter of Credit, such letter of credit fee (i) to be paid monthly in
arrears on the last day of each month following the date of the issuance of the
Letter of Credit and on last day of each month thereafter until the date of
expiration or termination thereof (each such date herein a "Payment Date") and
(ii) to be calculated for the period from and including one Payment Date (or
with respect to the first such payment, from and including the date of issuance
of the Letter of Credit) to and excluding the earlier of the next Payment Date
or the date of expiration or termination of the Letter of Credit at a rate equal
to the Libor Rate Margin per annum. After receiving any payment of any letter of
credit fees under this clause (c), the Agent will promptly pay to each Bank the
letter of credit fees then due such Bank. With respect to each Letter of Credit,
the Borrowers also agree, jointly and severally, to pay to the Agent for its
account only and on the date of issuance of such Letter of Credit, a fronting
fee equal to one-eighth of one percent (0.125%) of the maximum amount available
to be drawn under the Letter of Credit, plus the Agent's reasonable expenses
incurred in issuing the Letter of Credit.

                (d) Funding of Drawings. Upon receipt from the beneficiary of
any Letter of Credit of any demand for payment or other drawing under such
Letter of Credit, the Agent shall promptly notify


CREDIT AGREEMENT - Page 18
<PAGE>   25


Parent and, except as may otherwise be required as a result of the operation of
Section 4.6, each Bank as to the amount to be paid as a result of such demand or
drawing and the respective payment date. Except as may otherwise be required as
a result of the operation of Section 4.6, not later than 11:00 a.m. on the
applicable payment date, each Bank will make available to the Agent, at the
Principal Office, in immediately available funds, an amount equal to such Bank's
Commitment Percentage of the amount to be paid as a result of such demand or
drawing even if the conditions to a Loan under Article 6 hereof have not been
satisfied.

                (e) Reimbursements. The Borrowers shall be irrevocably and
unconditionally obligated, jointly and severally, to immediately reimburse the
Agent for any amounts paid by the Agent upon any demand for payment or drawing
under any Letter of Credit, without (except as specifically set forth in this
clause (e)) presentment, demand, protest, or other formalities of any kind. All
payments on the Reimbursement Obligations shall be made: (i) if no Default has
occurred or the Agent otherwise elects, by Loans in the amount of such
Reimbursement Obligations being made automatically as Base Rate Accounts or (ii)
if a Default has occurred and the Agent has not made the election under clause
(i), to the Agent at the Principal Office for the account of the Agent in
Dollars and in immediately available funds, without setoff, deduction or
counterclaim not later than 3:00 p.m. on the date of the corresponding payment
under the Letter of Credit; provided, that in the case of this clause (ii) only,
Agent has provided notice to Parent prior to 12:00 noon on such day that such
payment is due. In the event such notice is received after 12:00 noon on a
Business Day, such payment shall be due not later than 3:00 p.m. on the next
succeeding Business Day. The Agent will pay to each Bank such Bank's Commitment
Percentage of all amounts received from any Borrower for application in payment,
in whole or in part, to the Reimbursement Obligation in respect of any Letter of
Credit, but only to the extent such Bank has made payment to the Agent in
respect of such Letter of Credit pursuant to clause (d) of this Section 2.7 and
subject to the operation of Section 4.6.

                (f) Reimbursement Obligations Absolute. The Reimbursement
Obligations of the Borrowers under this Agreement shall be absolute,
unconditional, and irrevocable, and shall be performed strictly in accordance
with the terms of the Loan Documents under all circumstances whatsoever and each
Borrower hereby waives any defense to the payment of the Reimbursement
Obligations based on any circumstance whatsoever, including without limitation,
in either case, the following circumstances: (i) any lack of validity or
enforceability of any Letter of Credit or any other Loan Document; (ii) any
amendment or waiver of or any consent to departure from any Loan Document; (iii)
the existence of any claim, set-off, counterclaim, defense or other rights which
any Borrower, any Obligated Party, or any other Person may have at any time
against any beneficiary of any Letter of Credit, the Agent, any Bank, or any
other Person, whether in connection with any Loan Document or any unrelated
transaction; (iv) any statement, draft, or other documentation presented under
any Letter of Credit proving to be forged, fraudulent, invalid, or insufficient
in any respect or any statement therein being untrue or inaccurate in any
respect whatsoever; (v) payment by the Agent under any Letter of Credit against
presentation of a draft or other document that does not comply with the terms of
such Letter of Credit; or (vi) any other circumstance whatsoever, whether or not
similar to any of the foregoing; provided that Reimbursement Obligations with
respect to a Letter of Credit may be subject to avoidance by a Borrower if the
Borrower proves in a final non-appealable judgment that it was damaged and that
such damage arose directly from the Agent's willful misconduct or gross
negligence.

                (g) Issuer Responsibility. Each Borrower assumes all risks of
the acts or omissions of any beneficiary of any Letter of Credit with respect to
its use of such Letter of Credit. Neither the Agent, any Bank nor any of their
respective officers or directors shall have any responsibility or liability to
any Borrower or any other Person for: (a) the failure of any draft to bear any
reference or adequate reference to any Letter of Credit, or the failure of any
documents to accompany any draft at negotiation, or the failure of any Person to
surrender or to take up any Letter of Credit or to send documents apart


CREDIT AGREEMENT - Page 19
<PAGE>   26


from drafts as required by the terms of any Letter of Credit, or the failure of
any Person to note the amount of any instrument on any Letter of Credit, each of
which requirements, if contained in any Letter of Credit itself, it is agreed
may be waived by the Agent; (b) errors, omissions, interruptions, or delays in
transmission or delivery of any messages; (c) the validity, sufficiency, or
genuineness of any draft or other document, or any endorsement(s) thereon, even
if any such draft, document or endorsement should in fact prove to be in any and
all respects invalid, insufficient, fraudulent, or forged or any statement
therein is untrue or inaccurate in any respect; (d) the payment by the Agent to
the beneficiary of any Letter of Credit against presentation of any draft or
other document that does not comply with the terms of the Letter of Credit; or
(e) any other circumstance whatsoever in making or failing to make any payment
under a Letter of Credit. Notwithstanding the forgoing, a Borrower shall have a
claim against the Agent, and the Agent shall be liable to such Borrower, to the
extent of any direct, but not indirect, consequential or punitive, damages
suffered by such Borrower which such Borrower proves in a final non-appealable
judgment were caused by the Agent's willful misconduct or gross negligence. The
Agent may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary.

                                   ARTICLE 3

                                Interest and Fees


         Section 3.1 Interest Rate. The Borrowers agree, jointly and severally,
to pay to the Agent for the account of each Bank interest on the unpaid
principal amount of each Loan made by such Bank for the period commencing on the
date of such Loan to but excluding the date such Loan is due, at a fluctuating
rate per annum equal to the Applicable Rate. The term "Applicable Rate" means
(i) during the period that Loans or portions thereof are subject to a Base Rate
Account, the Base Rate plus the Base Margin and (ii) during the period that
Loans or portions thereof are subject to a Libor Account, the Adjusted Libor
Rate plus the Libor Rate Margin.

         Section 3.2 Determinations of Margins and Fees. The margins identified
in Section 3.1 hereof shall be defined and determined as follows:

                (a) "Base Margin" shall mean (i) during the period commencing on
the Closing Date and ending on but not including the first Adjustment Date (as
defined below), two percent (2.0%) per annum and (ii) during each period, from
and including one Adjustment Date to but excluding the next Adjustment Date
(herein a "Calculation Period"), the percent per annum set forth in the table
below in this Section 3.2 under the heading "Base Margin", and opposite the
Leverage Ratio calculated as of the most recent Fiscal Quarter end which
immediately preceded the beginning of the applicable Calculation Period.

                (b) "Libor Rate Margin" shall mean (i) during the period
commencing on the Closing Date and ending on but not including the first
Adjustment Date (as defined below), three and one-fourth of one percent (3.25%)
per annum, and (ii) during each Calculation Period, the percent per annum set
forth in the table below in this Section 3.2 under the heading "Libor Margin",
and opposite the Leverage Ratio calculated as of the most recent Fiscal Quarter
end which immediately preceded the beginning of the applicable Calculation
Period.

         The following is the table referred to in clauses (a) and (b) of this
Section 3.2:


CREDIT AGREEMENT - Page 20
<PAGE>   27


<TABLE>
<CAPTION>
            ======================================================
                  Leverage Ratio         Base Margin  Libor Margin
            ---------------------------  -----------  ------------
<S>                                      <C>          <C>
            >6.5 to 1.0                     2.25%        3.50%
            ---------------------------  -----------  ------------
            <=6.5 to 1.0 but>5.0 to 1.0     2.00%        3.25%
            ---------------------------  -----------  ------------
            <=5.0 to 1.0 but>3.5 to 1.0     1.75%        3.00%
            ---------------------------  -----------  ------------
            <=3.5 to 1.0                    1.50%        2.75%
            ======================================================
</TABLE>

         Upon delivery of the Compliance Certificate pursuant to subsection
8.1(c) hereof in connection with the financial statements of Parent and the
Subsidiaries required to be delivered pursuant to subsection 8.1(b) hereof
commencing with such Compliance Certificate delivered at the end of the Fiscal
Quarter ending on March 31, 2001, the Base Margin and the Libor Rate Margin (for
Interest Periods commencing after the applicable Adjustment Date, as defined
below) shall automatically be adjusted in accordance with the Leverage Ratio set
forth therein and the tables set forth above, such automatic adjustment to take
effect as of the first Business Day after the receipt by the Agent of the
related Compliance Certificate pursuant to subsection 8.1(c) hereof. The term
"Adjustment Date" shall mean each such Business Day when such margins or fees
change pursuant to the immediately prior sentence or the next following
sentence. If Parent fails to deliver such Compliance Certificate which so sets
forth the Leverage Ratio within the period of time required by subsection 8.1(c)
hereof or if any Event of Default occurs and the Agent provides Parent written
notice: (i) the Base Margin shall automatically be adjusted to two and one
quarter percent (2.25%) per annum; and (ii) the Libor Rate Margin (for Interest
Periods commencing after the applicable Adjustment Date) shall automatically be
adjusted to three and one half percent (3.50%) per annum, such automatic
adjustments (a) to take effect as of the first Business Day after the last day
on which Parent was required to deliver the applicable Compliance Certificate in
accordance with subsection 8.1(c) hereof or in the case of an Event of Default,
on the date the written notice is given to Borrower and (b) to remain in effect
until subsequently adjusted in accordance herewith upon the delivery of such
Compliance Certificate or, in the case of an Event of Default, when such Event
of Default has been cured to the satisfaction of the Agent or waived by the
Required Banks.

         Section 3.3 Payment Dates. Accrued interest on the Loans shall be due
and payable as follows: (i) on the first day of each month beginning April 1,
2000, and on the Termination Date; and (ii) in the case of Loans subject to
Libor Accounts and with respect to each such Account, in addition to the
payments required by clause (i) of this Section 3.3, on the last day of the
Interest Period with respect thereto.

         Section 3.4 Default Interest. Notwithstanding the foregoing, the
Borrowers agree, jointly and severally, to pay to the Agent for the account of
the party entitled thereto interest at the applicable Default Rate: (i) on the
principal amount of the Loans whenever an Event of Default exists and the Agent
provides notice to Parent that the Loans will accrue interest at the Default
Rate for the period from and including the date of such notice until such Event
of Default no longer exists, and (ii) on any principal of any Loan made by such
Bank, any Reimbursement Obligation, and (to the fullest extent permitted by law)
any other amount payable by any Borrower under any Loan Document to or for the
account of the Agent or such Bank, that is not paid in full when due (whether at
stated maturity, by acceleration, or otherwise), for the period from and
including the due date thereof to but excluding the date the same is paid in
full. Interest payable at the Default Rate shall be payable from time to time on
demand.

         Section 3.5 Conversions and Continuations of Accounts. Subject to
Section 4.2 hereof, Parent shall have the right from time to time to Convert all
or part of any Base Rate Account into a Libor Account or to Continue Libor
Accounts as Libor Accounts, provided that: (a) Parent shall give the Agent
notice of each such Conversion or Continuation as provided in Section 4.3
hereof; (b) a Libor Account may only be Converted on the last day of the
Interest Period therefore; and (c) except for Conversions


CREDIT AGREEMENT - Page 21
<PAGE>   28


into Base Rate Accounts, no Conversions or Continuations shall be made while a
Default has occurred and is continuing.

         Section 3.6 Computations. All interest and fees (including the
Commitment Fee) will be computed on the basis of a year of 360 days and actual
days elapsed (including the first day but excluding the last day) occurring in
the period for which payable, unless in the case of interest such calculation
would result in a usurious rate, in which case interest shall be calculated on
the basis of a year of 365 or 366 days, as the case may be.

                                   ARTICLE 4

                             Administrative Matters


         Section 4.1 Borrowing Procedure.

                (a) Formal Borrowing Request. Parent shall give the Agent, and
the Agent will give the Banks, notice of each borrowing under the Commitments in
accordance with Section 4.3, but subject to Section 4.6 and subsections 2.7 (e)
and 4.1(b). Subject to the operation of Section 4.6, not later than 1:00 p.m. on
the date specified for each borrowing under the Commitment, each Bank will make
available the amount of the Loan to be made by it on such date to the Agent, at
the Principal Office, in immediately available funds, for the account of the
applicable Borrower. The amounts received by the Agent shall, subject to the
terms and conditions of this Agreement, be made available to such Borrower at
Parent's direction by transferring the same, in immediately available funds by
wire transfer, automated clearinghouse debit or interbank transfer, to (a) one
of the Disbursement Accounts as directed by Parent or (b) any of the other bank
accounts described on Schedule 1.1(a) hereto or hereafter established in
accordance with the restrictions set forth in the Security Agreement or (c) a
Person or Persons designated by Parent in writing.

                (b) Automatic Borrowing. No notice of a request for Loan in
accordance with subsection 4.1(a) or Section 4.3 hereof shall be required to be
presented by Parent to the Agent if no Default exists and a check, checks or
other debit shall be presented for payment against a Disbursement Account on a
Business Day when funds are not otherwise available therein to honor such
debits. In such event, the Agent shall, subject to Section 4.6 and provided no
Default exists, promptly advise the Banks of the amount of the Loans necessary
to be credited to such Disbursement Account on such day to permit such debits to
be honored. Except as otherwise provided in Section 4.6 hereof and subject in
all cases to Section 2.1, not later than 3:00 p.m. on such day each Bank will
make available the amount of the Loan to be made by it on such date to the
Agent, at the Principal Office, in immediately available funds, for the account
of the applicable Borrower. The amounts so received by Agent, shall, subject to
the terms and conditions of this Agreement, be made available to such Borrower
by crediting the same to such Borrower's Disbursement Account. Loans made under
this subsection 4.1(b) shall be made as Base Rate Accounts.

         Section 4.2 Minimum Amounts. Except for prepayments pursuant to Article
5 hereof and Loans made pursuant to subsections 2.7 (e) and 4.1(b), each Base
Rate Account and each prepayment of principal of a Loan shall be in an amount at
least equal to One Dollar ($1.00). Except for Conversions pursuant to Article 5
hereof, each Libor Account shall be in a minimum principal amount of Five
Hundred Thousand Dollars ($500,000) per Bank or any larger amount in increments
of One Hundred Thousand Dollars ($100,000) per Bank.


CREDIT AGREEMENT - Page 22
<PAGE>   29


         Section 4.3 Certain Notices. Notices by Parent to the Agent of
terminations or reductions of Commitments, of borrowings and prepayments of
Loans and of Conversion and Continuations of Accounts shall be irrevocable and
shall be effective only if received by the Agent not later than (a) 1:00 p.m. on
the Business Day of any repayment of Loans, (b) 12:00 noon on the Business Day
of the requested borrowing under the Loans subject to Base Rate Accounts, or (c)
1:00 p.m. on the Business Day prior to the date of the relevant termination,
reduction, borrowing, Conversion, Continuation or other prepayment specified
below:

<TABLE>
<CAPTION>
----------------------------------------------------------------------  -----------------------------
                         Notice                                         Number of Business Days Prior
----------------------------------------------------------------------  -----------------------------
<S>                                                                     <C>
Termination or reduction of Commitments                                              3
----------------------------------------------------------------------  -----------------------------
Prepayment or repayment of Loans subject to Base Rate Accounts, or
Conversions into Base Rate Accounts                                                  1
----------------------------------------------------------------------  -----------------------------
Borrowing, prepayment or repayment of Loans subject to Libor Accounts,
Conversions into or Continuations as Libor Accounts                                  3
----------------------------------------------------------------------  -----------------------------
</TABLE>

Any notices of the type described in this Section 4.3 which are received by the
Agent after the applicable time set forth above on a Business Day shall be
deemed to be received and shall be effective on the next Business Day. Each such
notice of termination or reduction shall specify the amount of the Commitments
to be terminated or reduced. Each such notice of borrowing, Conversion,
Continuation, or prepayment shall specify (a) the Accounts to be Converted or
Continued; (b) the amount (subject to Section 4.2 hereof) to be borrowed,
Converted, Continued or prepaid; (c) in the case of a Conversion, the Type of
Account to result from such Conversion; (d) in the case of a borrowing, the Type
of Account or Accounts to be applicable to such borrowing and the amounts
thereof; (e) in the event a Libor Account is selected, the duration of the
Interest Period therefor; and (f) the date of borrowing, Conversion,
Continuation, or prepayment (which shall be a Business Day). Except as may
otherwise be provided by Section 4.6, the Agent shall notify the Banks of the
contents of each such notice on the date of its receipt of the same or, if
received on or after the applicable time set forth above on a Business Day, on
the next Business Day. In the event Parent fails to select the Type of Account
or the duration of any Interest Period for any Libor Account, within the time
period and otherwise as provided in this Section 4.3, such Account (if
outstanding as a Libor Account) will be automatically Converted into a Base Rate
Account on the last day of the preceding Interest Period for such Account or (if
outstanding as a Base Rate Account) will remain as, or (if not then outstanding)
will be made as, a Base Rate Account. The Borrowers may not borrow any Loans
subject to a Libor Account, Convert any Base Rate Accounts into Libor Accounts,
or Continue any Libor Account as a Libor Account if the Applicable Rate for such
Libor Accounts would exceed the Maximum Rate or if a Default exists.

         Section 4.4 Prepayments.

                (a) Mandatory. If on any date (i) the aggregate Outstanding
Revolving Credit exceeds the aggregate Borrowing Base or (ii) the Outstanding
Revolving Credit applicable to a Borrower exceeds the Borrowing Base for such
Borrower, then the Borrowers shall, jointly and severally, on or before 1:00
p.m. on such date, prepay the outstanding Loans by the amount of the excess or
if no Loans are outstanding and the applicable Outstanding Revolving Credit
exceeds the applicable Borrowing Base, immediately pledge to the Agent cash or
cash equivalents in an amount equal to the excess as security for the
Obligations.

                (b) Control of Cash and Application to Obligations. Under the
terms of the Security Agreement, the Borrowers have instructed all customers and
other Persons making payment on Receivables and other Collateral to make all
payments thereon to a post office box or boxes established in accordance with
the Lockbox Agreements. The funds on deposit in the Lockbox Accounts are
required


CREDIT AGREEMENT - Page 23
<PAGE>   30


under the terms of the Security Agreement to be paid to the Agent on a daily
basis by automated clearinghouse debit for credit to the Concentration Account
or by wire transfer. The funds deposited into the Concentration Account (over
which no Borrower shall have any control) or wire transferred to Agent from the
Lockbox Accounts (the "Available Cash") shall, be applied by the Agent for the
benefit of the Banks as follows:

                  (1) if no Event of Default exists, first, as a payment of the
         outstanding principal amount of the Loans, second, as a payment of
         accrued and unpaid interest on the Loans, and third, to the repayment
         of any other Obligations which are due and outstanding in connection
         with the Loans, and if after the foregoing applications, Available Cash
         remains available to be disbursed, the Agent shall deposit such
         remaining amount to one of the Borrowers' Disbursement Accounts or
         transfer such funds as Parent shall otherwise direct; or

                  (2) if an Event of Default exists, the Available Cash shall be
         applied by the Agent for the benefit of the Banks to the Obligations in
         accordance with Section 4.5 hereof.

         (c) Optional Prepayment; Prepayment Penalty. Subject to Section 4.2
hereof and the provisions of this clause (c), the Borrowers may, at any time and
from time to time without premium or penalty upon prior notice to the Agent as
specified in Section 4.3 hereof, prepay or repay any Loan in full or in part.
Loans subject to a Libor Account may be prepaid or repaid only on the last day
of the Interest Period applicable thereto unless (i) the Borrowers pay to the
Agent for the account of the applicable Banks any amounts due under Section 5.5
hereof as a result of such prepayment or repayment or (ii) after giving effect
to such prepayment or repayment the aggregate principal amount of the Libor
Accounts applicable to the Loan being prepaid or repaid having Interest Periods
that end after such payment date shall be equal to or less than the principal
amount of such Loan after such prepayment or repayment. In the event the
Borrowers prepay the Loans in full and all the Commitments are terminated on or
before the first anniversary of the Closing Date (whether voluntarily or as a
result of the occurrence of an Event of Default), the Borrowers agree, jointly
and severally, to pay to the Agent for the benefit of each Bank a prepayment fee
for each Bank equal to one-half of one percent (0.5%) of the sum of the
Commitments held by such Bank as calculated immediately prior to giving effect
to such prepayment and termination. Such prepayment fee shall be due and payable
on the first date after the Loans have been prepaid in full and the Commitments
have been terminated.

         Section 4.5 Method of Payment. Except as otherwise expressly provided
herein, all payments of principal, interest, and other amounts to be made by any
Borrower or any Obligated Party under the Loan Documents shall be made to the
Agent at the Principal Office for the account of each Bank's Applicable Lending
Office in Dollars and in immediately available funds, without setoff, deduction,
or counterclaim, not later than 1:00 p.m. on the date on which such payment
shall become due (each such payment made after such time on such due date to be
deemed to have been made on the next succeeding Business Day). Each Borrower and
each Obligated Party shall, at the time of making each such payment, specify to
the Agent the sums payable under the Loan Documents to which such payment is to
be applied (and in the event that a Borrower fails to so specify, or if an Event
of Default has occurred and is continuing, the Agent may apply such payment and
any proceeds of any Collateral to the Obligations in such order and manner as it
may elect in its sole discretion, subject to Section 4.6 hereof). Except as
otherwise provided in Section 4.6, each payment received by the Agent under any
Loan Document for the account of a Bank shall be paid to such Bank by 3:00 p.m.
on the date the payment is deemed made to the Agent in immediately available
funds, for the account of such Bank's Applicable Lending Office. Whenever any
payment under any Loan Document shall be stated to be due on a day that is not a
Business Day, such payment may be made on the next succeeding Business Day, and
such


CREDIT AGREEMENT - Page 24
<PAGE>   31


extension of time shall in such case be included in the computation of the
payment of interest and commitment fee, as the case may be.

         Section 4.6 Weekly Settlement Among Banks; Pro Rata Treatment.
Notwithstanding anything herein to the contrary, the arrangements between the
Agent and the Banks with respect to making and advancing the Loans and making
payments under Letters of Credit may, in the Agent's discretion, be handled on
the following basis: no less than once a week (but otherwise as frequently as
the Agent may determine is necessary in its discretion), the Agent will provide
each Bank on or before 11:00 a.m. on a Business Day with a statement showing,
for the period of time since the date of the most recent of such statements
previously provided, the aggregate principal amount of new Loans made to any
Borrower by the Agent as a Bank, the aggregate amount of drawings on Letters of
Credit which have not been reimbursed, the aggregate face amount of new Letters
of Credit issued for the account of any Borrower, the amount of remittances and
payments actually collected and applied by the Agent to reduce the outstanding
principal balance of the Loans and to reimburse Letter of Credit Liabilities
during such period and the outstanding principal balances of the Loans and the
aggregate Letter of Credit Liabilities outstanding at the end of such period. If
as of the date of the delivery of such statement, the Agent in its capacity as a
Bank holds an interest in the Loans and the unreimbursed Reimbursement
Obligations outstanding as of such statement date in excess of its pro rata
share based on its Commitment Percentage, each Bank shall be obligated to
advance to the Agent its pro-rata (based on such Bank's Commitment Percentage)
or other share of such excess so that after giving effect to all such advances,
the Banks shall hold the Loans and the unreimbursed Reimbursement Obligations
outstanding as of such statement date pro rata in accordance with their
respective Commitment Percentages. If as of the date of the delivery of such
statement, the Agent in its capacity as a Bank holds an interest in the Loans
and the unreimbursed Reimbursement Obligations outstanding as of such statement
date in an amount less than its pro rata share based on its Commitment
Percentage, then the Agent in its capacity as a Bank shall be obligated to
advance to the other Banks such amounts as will be necessary so that after
giving effect thereto the Banks shall hold the Loans and the unreimbursed
Reimbursement Obligations outstanding as of such statement date pro rata in
accordance with their respective Commitment Percentages. Advances made pursuant
to this weekly settlement procedure by the Agent or any Bank must be made on or
before 3:00 p.m. on the date of the Bank's receipt of such statement to the
Agent at the Principal Office, in immediately available funds. Until funded by
the Banks in accordance with the forgoing, the Agent as a Bank shall be entitled
to any interest on amounts it advanced to or on behalf of any Borrower as a
result of the forgoing weekly settlement procedures and interest and commitment
fees shall be calculated and paid to give effect to the actual amounts
outstanding to each Bank. In between dates when the statement by the Agent is
delivered under this Section 4.6, repayments received shall be applied to the
Loans made by the Agent as a Bank. If as a result of the foregoing such Loans
are repaid in full, then to the extent any further amounts are available for
repayment on such day hereunder, Agent shall, on such day, settle with the Banks
in accordance with this Section 4.6. Except as a result of the forgoing or to
the extent otherwise provided herein: (a) each Loan shall be made by the Banks,
each payment of commitment fees under Section 2.5 and letter of credit fees
under subsection 2.7(c) hereof shall be made for the account of the Banks, and
each termination or reduction of the Commitments shall be applied to the
Commitments of the Banks, pro rata according to their respective Commitment
Percentages; (b) the making, Conversion, and Continuation of Accounts of a
particular Type (other than Conversions provided for by Section 5.4 hereof)
shall be made pro rata among the Banks holding Accounts of such Type according
to their respective Commitment Percentages; (c) each payment and prepayment of
principal of or interest on Loans or Reimbursement Obligations by any Borrower
shall be made to the Agent for the account of the Agent or the Banks holding
such Loans or Reimbursement Obligations (or participation interests therein) pro
rata in accordance with the respective unpaid principal amounts of such Loans or
participation interests held by the Agent or such Banks; provided that as long
as no default in the payment of interest exists, payments of interest made when
the Banks are holding different Types of Accounts applicable to the same Loan as
a result of the application of Section 5.4, shall be made to the Banks in
accordance with


CREDIT AGREEMENT - Page 25
<PAGE>   32


the amount of interest actually owed to each; (d) proceeds of Collateral shall
be shared by the Agent and the Banks pro rata in accordance with the respective
unpaid principal amounts of and interest on the Obligations then due the Agent
and the Banks; and (e) the Banks (other than the Agent) shall purchase from the
Agent participations in the Letters of Credit to the extent of their respective
Commitment Percentages. If at any time payment, in whole or in part, of any
amount distributed by the Agent hereunder is rescinded or must otherwise be
restored or returned by Agent as a preference, fraudulent conveyance or
otherwise under any bankruptcy, insolvency or similar law, then each Person
receiving any portion of such amount agrees, upon demand, to return the portion
of such amount it has received to the Agent.

         Section 4.7 Sharing of Payments. If a Bank shall obtain payment of any
principal of or interest on any of the Obligations due to such Bank hereunder
directly (and not through the Agent) through the exercise of any right of
set-off, banker's lien, counterclaim or similar right, or otherwise, it shall
promptly purchase from the other Banks participations in the Obligations held by
the other Banks in such amounts, and make such other adjustments from time to
time as shall be equitable to the end that all the Banks shall share the benefit
of such payment pro rata in accordance with the unpaid principal of and interest
on the Obligations then due to each of them. To such end, all of the Banks shall
make appropriate adjustments among themselves (by the resale of participations
sold or otherwise) if all or any portion of such excess payment is thereafter
rescinded or must otherwise be restored. Each Borrower agrees, to the fullest
extent it may effectively do so under applicable law, that any Bank so
purchasing a participation in the Obligations held by the other Banks may
exercise all rights of set-off, banker's lien, counterclaim, or similar rights
with respect to such participation as fully as if such Bank were a direct holder
of Obligations in the amount of such participation. Nothing contained herein
shall require any Bank to exercise any such right or shall affect the right of
any Bank to exercise, and retain the benefits of exercising, any such right with
respect to any other indebtedness or obligation of the any Borrower.

         Section 4.8 Non-Receipt of Funds by the Agent. Unless the Agent shall
have been notified by a Bank or Parent (the "Payor") prior to the date on which
such Bank is to make payment to the Agent hereunder or the Borrowers are to make
a payment to the Agent for the account of one or more of the Banks, as the case
may be (such payment being herein called the "Required Payment"), which notice
shall be effective upon receipt, that the Payor does not intend to make the
Required Payment to the Agent, the Agent may assume that the Required Payment
has been made and may, in reliance upon such assumption (but shall not be
required to), make the amount thereof available to the intended recipient on
such date and, if the Payor has not in fact made the Required Payment to the
Agent, (a) the recipient of such payment shall, on demand, pay to the Agent the
amount made available to it together with interest thereon in respect of the
period commencing on the date such amount was so made available by the Agent
until the date the Agent recovers such amount at a rate per annum equal to the
Federal Funds Effective Rate for such period and (b) Agent shall be entitled to
offset against any and all sums to be paid to such recipient, the amount
calculated in accordance with the foregoing clause (a).

         Section 4.9 Withholding Taxes. To the extent permitted by applicable
law, all payments by any Borrower of amounts payable under any Loan Document
shall be payable without deduction for or on account of any present or future
taxes, duties or other charges levied or imposed by the United States of America
or by the government of any jurisdiction outside the United States of America or
by any political subdivision or taxing authority of or in any of the foregoing
through withholding or deduction with respect to any such payments (but
excluding franchise taxes and any tax or other charge imposed on or measured by
the income or profit of a Bank pursuant to the laws of the jurisdiction in which
it is organized or in which the principal office or Applicable Lending Office of
such Bank is located or any subdivision thereof or therein). If any such taxes,
duties or other charges are so levied or imposed, the Borrowers agree, jointly
and severally, to make additional payments in such amounts so that every net
payment of amounts payable by it under any Loan Document, after withholding or
deduction for or on


CREDIT AGREEMENT - Page 26
<PAGE>   33


account of any such present or future taxes, duties or other charges, will not
be less than the amount provided for herein or therein, provided that the
Borrowers may withhold to the extent required by law and shall have no
obligation to pay such additional amounts to any Bank to the extent that such
taxes, duties, or other charges are levied or imposed by reason of the failure
or inability of such Bank to comply with the provisions of Section 4.10 hereof.
Parent shall furnish promptly to the Agent for distribution to each affected
Bank, as the case may be, official receipts evidencing any such withholding or
reduction.

         Section 4.10 Withholding Tax Exemption. Each Bank that is not
incorporated under the laws of the United States of America or a state thereof
agrees that it will deliver to Parent and the Agent two duly completed copies of
United States Internal Revenue Service Form 1001 or 4224 (or any substitute or
replacement thereof), certifying in either case that such Bank is entitled to
receive payments from any Borrower under any Loan Document without deduction or
withholding of any United States federal income taxes. Each Bank which so
delivers such a form further undertakes to deliver to Parent and the Agent two
(2) additional copies of such form (or a successor form) on or before the date
such form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent form so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by Parent or the Agent, in each case certifying that such Bank is
entitled to receive payments from any Borrower under any Loan Document without
deduction or withholding of any United States federal income taxes, unless an
event (including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Bank from duly completing and delivering any such form with respect to it and
such Bank advises Parent and the Agent that it is not capable of receiving such
payments without any deduction or withholding of United States federal income
tax.

         Section 4.11 Participation and Settlement Obligations Absolute; Failure
to Fund Participation or Settlement. The obligations of a Bank to fund its
participation in the Letters of Credit in accordance with the terms hereof and
settle with the Agent in accordance with Section 4.6 is absolute, unconditional
and irrevocable and shall be performed strictly in accordance with the terms of
the Loan Documents under all circumstances whatsoever, including without
limitation, the following circumstances: (a) any lack of validity of any Loan
Document; (b) the occurrence of any Default; (c) the existence of any claim,
set-off, counterclaim, defenses or other rights which such Bank, any Borrower,
any Obligated Party, or any other Person may have; (d) the occurrence of any
event that has or could reasonably be expected to have a Material Adverse
Effect; (e) the failure of any condition to a Loan or the issuance of a Letter
of Credit under Article 6 hereof to be satisfied; (f) the fact that after giving
effect to the funding of the participation or settlement the Outstanding
Revolving Credit may exceed the Borrowing Base in the aggregate or individually
with respect to any one Borrower; or (g) any other circumstance whatsoever,
whether or not similar to any of the foregoing; provided that, the obligations
of a Bank to fund its participation in a Letter of Credit or fund a settlement
under Section 4.6 may be subject to avoidance by a Bank if such Bank proves in a
final non-appealable judgment that it was damaged and that such damage arose
directly from the Agent's willful misconduct or gross negligence in determining
whether (i) the conditions set forth in Article 6 hereof to the issuance of the
Letter of Credit or the making of the Loan in question were satisfied at the
time of such issuance or Loan or (ii) with respect to a Letter of Credit, the
documentation presented under the Letter of Credit in question complied with the
terms thereof. If a Bank fails to fund its participation in a Letter of Credit
or fund a settlement under Section 4.6 as required hereby, such Bank shall,
subject to the foregoing proviso, remain obligated to pay to the Agent the
amount it failed to fund on demand together with interest thereon in respect of
the period commencing on the date such amount should have been funded until the
date the amount was actually funded to the Agent at a rate per annum equal to
the Federal Funds Effective Rate for such period and the Agent shall be entitled
to offset against any and all sums to be paid to such Bank hereunder the amount
due the Agent under this sentence.


CREDIT AGREEMENT - Page 27
<PAGE>   34


         Section 4.12 Borrowers' Acknowledgment of Benefit and Liability. Each
Borrower expressly acknowledges that it has benefited and will benefit, directly
and indirectly, from each and every Loan and Letter of Credit, whether or not
such Borrower is or was the actual borrower in respect of such Loan or account
party with respect to such Letter of Credit, and hereby acknowledges and
undertakes, together with each other Borrower, joint and several liability for
the punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of all Obligations. Each Borrower hereby acknowledges that this
Agreement is the independent and several obligation of each Borrower and may be
enforced against each Borrower separately, whether or not enforcement of any
right or remedy hereunder has been sought against any other Borrower. Each
Borrower further agrees that its liability hereunder and under any other Loan
Document shall be absolute, unconditional, continuing and irrevocable. Each
Borrower expressly waives any requirement that the Agent or any Bank exhaust any
right, power or remedy and proceeds against any other Borrower under this
Agreement, or any other Loan Document, or against any other Person under any
guaranty of, or security for, any of the Obligations.

         Section 4.13 Limitation of Borrower Liability. Anything contained in
this Agreement to the contrary notwithstanding, if any Fraudulent Transfer Law
(as hereinafter defined) is determined by a court of competent jurisdiction to
be applicable to the obligations of any Borrower under this Agreement, such
obligations of such Borrower hereunder shall be limited to a maximum aggregate
amount equal to the largest amount that would not render its obligations
hereunder subject to avoidance as a fraudulent transfer or conveyance under
Section 544 of the United States Bankruptcy Code or any applicable provisions of
comparable state law (collectively, the "Fraudulent Transfer Laws"), in each
case after giving effect to all other liabilities of such Borrower, contingent
or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically
excluding, however, any liabilities of such Borrower in respect of intercompany
indebtedness to any other Borrower or other Affiliates of the Borrowers to the
extent that such indebtedness would be discharged in an amount equal to the
amount paid by such Borrower hereunder) and after giving effect, as assets, to
the value (as determined under the applicable provisions of the Fraudulent
Transfer Laws) of any rights to subrogation, reimbursement, indemnification or
contribution of such Borrower pursuant to applicable law or pursuant to the
terms of any agreement (including without limitation any such rights of
contribution under Section 4.14).

         Section 4.14 Contribution; Subrogation. The Borrowers together desire
to allocate among themselves (the "Contributing Obligors"), in a fair and
equitable manner, their obligations arising under this Agreement. Accordingly,
in the event any payment or distribution is made by a Borrower under this
Agreement (a "Funding Obligor") that exceeds its Fair Share (as defined below),
that Funding Obligor shall be entitled to a contribution from each of the other
Contributing Obligors in the amount of such other Contributing Obligor's Fair
Share Shortfall (as defined below), with the result that all such contributions
will cause each Contributing Obligor's Aggregate Payments (as defined below) to
equal its Fair Share. "Fair Share" means, with respect to a Contributing Obligor
as of any date of determination, an amount equal to (i) the ratio of (x) the
Adjusted Maximum Amount (as defined below) with respect to such Contributing
Obligor to (y) the aggregate of the Adjusted Maximum Amounts with respect to all
Contributing Obligors, multiplied by (ii) the aggregate amount paid or
distributed on or before such date by all Funding Obligors under this Agreement
in respect of the Obligations. "Fair Share Shortfall" means, with respect to a
Contributing Obligor as of any date of determination, the excess, if any, of the
Fair Share of such Contributing Obligor over the Aggregate Payments of such
Contributing Obligor. "Adjusted Maximum Amount" means, with respect to a
Contributing Obligor as of any date of determination, the maximum aggregate
amount of the obligations of such Contributing Obligor under this Agreement
determined in accordance with the provisions hereof; provided that, solely for
purposes of calculating the "Adjusted Maximum Amount" with respect to any
Contributing Obligor for purposes of this Section 4.14, the assets or
liabilities arising by virtue of any rights to or obligations of contribution
hereunder shall not be considered as assets or liabilities of such Contributing
Obligor. "Aggregate


CREDIT AGREEMENT - Page 28
<PAGE>   35


Payments" means, with respect to a Contributing Obligor as of any date of
determination, the aggregate amount of all payments and distributions made on or
before such date by such Contributing Obligor in respect of this Agreement
(including, without limitation, in respect of this Section 4.14). The amounts
payable as contributions hereunder shall be determined as of the date on which
the related payment or distribution is made by the applicable Funding Obligor.
The allocation among Contributing Obligors of their obligations as set forth in
this Section 4.14 shall not be construed in any way to limit the liability of
any Contributing Obligor hereunder. In the event a payment is made by a Borrower
in excess of its Fair Share, then such Borrower shall be subrogated to the
rights then held by Agent and any Bank with respect to the Obligations to the
extent to which the Obligations was discharged by such Borrower and, in
addition, upon payment by such Borrower of any sums to Agent and any Bank
hereunder in excess of its Fair Share, all rights of such Borrower against the
other Borrowers or against any Collateral arising as a result therefrom by way
of right of subrogation, reimbursement, or otherwise shall in all respects be
subordinate and junior in right of payment to the prior indefeasible payment in
full of the Obligations.

         Section 4.15 Joint and Several Obligations Absolute. If acceleration of
the time for payment of any amount payable by a Borrower under the Obligations
is stayed upon the insolvency, bankruptcy, or reorganization of another
Borrower, all such amounts otherwise subject to acceleration under the terms of
this Agreement shall nonetheless be payable by the other Borrowers hereunder
forthwith on demand by Agent or any Bank. Each Borrower hereby agrees that its
joint and several liability for the Obligations of the other Borrowers (the
"Other Obligations") under this Agreement shall not be released, discharged,
diminished, impaired, reduced, or affected for any reason or by the occurrence
of any event, including, without limitation, one or more of the following
events, whether or not with notice to or the consent of any Borrower: (a) the
taking or accepting of collateral as security for any or all of the Other
Obligations or the release, surrender, exchange, or subordination of any
collateral now or hereafter securing any or all of the Other Obligations; (b)
any partial release of the liability of any other Borrower hereunder; (c) any
disability of any other Borrower, or the dissolution, insolvency, or bankruptcy
of any other Borrower or any other party at any time liable for the payment of
any or all of the Other Obligations; (d) any renewal, extension, modification,
waiver, amendment, or rearrangement of any or all of the Other Obligations or
any instrument, document, or agreement evidencing, securing, or otherwise
relating to any or all of the Other Obligations; (e) any adjustment, indulgence,
forbearance, waiver, or compromise that may be granted or given by Agent or any
Bank to any other Borrower or any other party ever liable for any or all of the
Other Obligations; (f) any neglect, delay, omission, failure, or refusal of
Agent or any Bank to take or prosecute any action for the collection of any of
the Other Obligations or to foreclose or take or prosecute any action in
connection with any instrument, document, or agreement evidencing, securing, or
otherwise relating to any or all of the Other Obligations; (g) the
unenforceability or invalidity of any or all of the Other Obligations or of any
instrument, document, or agreement evidencing, securing, or otherwise relating
to any or all of the Other Obligations; (h) any payment by any other Borrower or
any other party to Agent or any Bank is held to constitute a preference under
applicable bankruptcy or insolvency law or if for any other reason Agent or any
Bank is required to refund any payment or pay the amount thereof to someone
else; (i) the settlement or compromise of any of the Other Obligations; (j) the
non-perfection of any security interest or lien securing any or all of the Other
Obligations; (k) any impairment of any collateral securing any or all of the
Other Obligations; (l) the failure of Agent or any Bank to sell any collateral
securing any or all of the Other Obligations in a commercially reasonable manner
or as otherwise required by law; (m) any change in the corporate existence,
structure, or ownership of any other Borrower; or (n) any other circumstance
which might otherwise constitute a defense available to, or discharge of, any
other Borrower (other than payment of the Other Obligations).

         Section 4.16 Subordination. Each Borrower hereby agrees that the
Subordinated Indebtedness (as defined below) shall be subordinate and junior in
right of payment to the prior payment in full of all Obligated Party Obligations
as herein provided. The Subordinated Indebtedness shall not be payable, and no
payment of principal, interest or other amounts on account thereof, and no
property or guarantee of



CREDIT AGREEMENT - Page 29
<PAGE>   36


any nature to secure or pay the Subordinated Indebtedness shall be made or
given, directly or indirectly by or on behalf of any Subordination Party
(hereafter defined) or received, accepted, retained or applied by any Borrower
unless and until the Obligated Party Obligations shall have been paid in full in
cash; except that prior to the occurrence and continuance of a Default, a
Borrower shall have the right to receive, accept, retain and apply payments on
the Subordinated Indebtedness made in the ordinary course of business. After the
occurrence and during the continuance of a Default, no payments of principal or
interest may be made or given, directly or indirectly, by or on behalf of any
Subordination Party or received, accepted, retained or applied by any Borrower
unless and until the Obligated Party Obligations shall have been paid in full in
cash. If any sums shall be paid to a Borrower by any Subordination Party or any
other Person on account of the Subordinated Indebtedness when such payment is
not permitted hereunder, such sums shall be held in trust by such Borrower for
the benefit of Agent and the Banks and shall forthwith be paid to Agent without
affecting the liability of any Borrower under this Agreement and may be applied
by Agent against the Obligated Party Obligations in accordance with this
Agreement as if such payments were Collateral. Upon the request of Agent, a
Borrower shall execute, deliver, and endorse to Agent such documentation as
Agent may request to perfect, preserve, and enforce its rights hereunder. For
purposes of this Agreement and with respect to a Borrower, the term
"Subordinated Indebtedness" means all indebtedness, liabilities, and obligations
of any other Borrower or any Obligated Party (herein a "Subordination Party") to
such Borrower, whether such indebtedness, liabilities, and obligations now exist
or are hereafter incurred or arise, or are direct, indirect, contingent,
primary, secondary, several, joint and several, or otherwise, and irrespective
of whether such indebtedness, liabilities, or obligations are evidenced by a
note, contract, open account, or otherwise, and irrespective of the Person or
Persons in whose favor such indebtedness, obligations, or liabilities may, at
their inception, have been, or may hereafter be created, or the manner in which
they have been or may hereafter be acquired by such Borrower. The term
"Obligated Party Obligations" means, with respect to any Subordination Party,
all obligations, indebtedness and liability of such Subordination Party to the
Agent and the Banks under the Loan Documents (including, without limitation, any
and all post-petition interest and expenses whether or not allowed under any
bankruptcy, insolvency or other similar law). Each Borrower agrees that any and
all Liens (including any judgment liens) upon any Subordination Party's assets
securing payment of any Subordinated Indebtedness shall be and remain inferior
and subordinate to any and all Liens upon any Subordination Party's assets
securing payment of the Obligated Party Obligations or any part thereof,
regardless of whether such Liens in favor of a Borrower, Agent or any Bank
presently exist or are hereafter created or attached. Without the prior written
consent of Agent, no Borrower shall (i) file suit against any Subordination
Party or exercise or enforce any other creditor's right it may have against any
Subordination Party, or (ii) foreclose, repossess, sequester, or otherwise take
steps or institute any action or proceedings (judicial or otherwise, including
without limitation the commencement of, or joinder in, any liquidation,
bankruptcy, rearrangement, debtor's relief or insolvency proceeding) to enforce
any obligations of any Subordination Party to such Borrower or any Liens held by
such Borrower on assets of any Subordination Party. In the event of any
receivership, bankruptcy, reorganization, rearrangement, debtor's relief, or
other insolvency proceeding involving any Subordination Party as debtor, Agent
shall have the right to prove and vote any claim under the Subordinated
Indebtedness and to receive directly from the receiver, trustee or other court
custodian all dividends, distributions, and payments made in respect of the
Subordinated Indebtedness until the Obligated Party Obligations have been paid
in full in cash. Agent may apply any such dividends, distributions, and other
payments against the Obligated Party Obligations in accordance with this
Agreement as if such payments were Collateral.


CREDIT AGREEMENT - Page 30
<PAGE>   37


                                   ARTICLE 5

                         Yield Protection and Illegality

         Section 5.1 Additional Costs.

                (a) The Borrowers agree, jointly and severally, to pay directly
to each Bank from time to time such amounts as such Bank may reasonably
determine to be necessary to compensate it for any costs incurred by such Bank
which such Bank determines are attributable to its making or maintaining of any
Loans subject to Libor Accounts or Letters of Credit hereunder or its obligation
to make any of such Loans hereunder or issue or participate in any Letter of
Credit, or any reduction in any amount receivable by such Bank hereunder in
respect of any such Loans or Letters of Credit or such obligation (such
increases in costs and reductions in amounts receivable being herein called
"Additional Costs"), resulting from any Regulatory Change which:

                    (i) changes the basis of taxation of any amounts payable to
                such Bank under this Agreement or its Notes in respect of any of
                such Loans (other than franchise taxes and other taxes or
                charges imposed on the overall income or profit of such Bank or
                its Applicable Lending Office for any of such Loans by the
                United States of America or the jurisdiction in which such Bank
                has its Principal Office or such Applicable Lending Office);

                    (ii) imposes or modifies any reserve, special deposit,
                minimum capital, capital ratio, or similar requirement relating
                to any extensions of credit or other assets of, or any deposits
                with or other liabilities or commitments of, such Bank
                (including any of such Loans or any deposits referred to in the
                definition of "Libor Rate" in Section 1.1 hereof but excluding
                any Reserve Requirement already taken into account in
                calculating the Adjusted Libor Rate); or

                    (iii) imposes any other condition affecting this Agreement
                or the Notes or any of such extensions of credit or liabilities
                or commitments.

Each Bank will notify Parent (with a copy to the Agent) of any event occurring
after the date of this Agreement which will entitle such Bank to compensation
pursuant to this subsection 5.1(a) as promptly as practicable after it obtains
knowledge thereof and determines to request such compensation, and will
designate a different Applicable Lending Office for the Loans affected by such
event if such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the sole opinion of such Bank, violate any law,
rule, or regulation or be in any way disadvantageous to such Bank. Each Bank
will furnish Parent with a certificate setting forth the basis and the amount of
each request of such Bank for compensation under this subsection 5.1(a). If any
Bank requests compensation from the Borrowers under this subsection 5.1(a),
Parent may, by notice to such Bank (with a copy to the Agent) suspend the
obligation of such Bank to issue or participate in Letters of Credit or to make
Loans subject to Libor Accounts or Continue Libor Accounts as Libor Accounts or
Convert Base Rate Accounts into Libor Accounts until the Regulatory Change
giving rise to such request ceases to be in effect (in which case the provisions
of Section 5.4 hereof shall be applicable with respect to such Libor Accounts).
A Bank may only request compensation under this subsection 5.1(a) for Additional
Costs which it incurred at any time after the date six (6) months prior to the
date the Bank requests such compensation.

                (b) Without limiting the effect of the foregoing provisions of
this Section 5.1, in the event that, by reason of any Regulatory Change, any
Bank either (i) incurs Additional Costs based on or measured by the excess above
a specified level of the amount of a category of deposits or other liabilities
of such Bank which includes deposits by reference to which the interest rate on
the Loans subject to Libor Accounts is determined as provided in this Agreement
or a category of extensions of credit or other assets of such Bank which
includes Loans subject to Libor Accounts or (ii) becomes subject to restrictions
on the amount of such a category of liabilities or assets which it may hold,
then, if such Bank so elects by



CREDIT AGREEMENT - Page 31
<PAGE>   38


notice to Parent (with a copy to the Agent), the obligation of such Bank to make
Loans subject to Libor Accounts or Continue Libor Accounts as Libor Accounts or
Convert Base Rate Accounts into Libor Accounts hereunder shall be suspended
until the Regulatory Change giving rise to such request ceases to be in effect
(in which case the provisions of Section 5.4 hereof shall be applicable).

                (c) Determinations and allocations by any Bank for purposes of
this Section 5.1 of the effect of any Regulatory Change on its costs of
maintaining its obligation to make Loans or issue or participate in Letters of
Credit or of making or maintaining Loans or issuing or participating in Letters
of Credit or on amounts receivable by it in respect of Loans or Letters of
Credit, and of the additional amounts required to compensate such Bank in
respect of any Additional Costs, shall, absent manifest error, constitute prima
facie evidence of the accuracy thereof, provided that such determinations and
allocations are made on a reasonable basis. Additionally, each Bank shall, upon
request by Parent, take requested measures to mitigate the Additional Costs
which the Borrowers are required to pay to any Bank if such measures can, in the
sole and absolute opinion of such Bank be taken without such Bank suffering any
economic, legal, regulatory or other disadvantage (provided, however, that no
such Bank shall be required to designate a funding office that is not located in
the United States of America).

         Section 5.2 Limitation on Libor Accounts. Anything herein to the
contrary notwithstanding, if with respect to any Libor Accounts under a Loan for
any Interest Period therefor:

                (a) The Agent determines (which determination shall be
conclusive) that quotations of interest rates for the relevant deposits referred
to in the definition of "Libor Rate" in Section 1.1 hereof are not being
provided in the relative amounts or for the relative maturities for purposes of
determining the rate of interest for the Loans subject to such Libor Accounts as
provided in this Agreement; or

                (b) Required Banks determine (which determination shall be
conclusive) and notify the Agent that the relevant rates of interest referred to
in the definition of "Adjusted Libor Rate" in Section 1.1 hereof on the basis of
which the rate of interest for such Loans for such Interest Period is to be
determined do not accurately reflect the cost to the Banks of making or
maintaining such Loans for such Interest Period;

then the Agent shall give Parent prompt notice thereof specifying the relevant
Libor Account and the relevant amounts or periods, and so long as such condition
remains in effect, the Banks shall be under no obligation to make additional
Loans subject to a Libor Account or to Convert Base Rate Accounts into Libor
Accounts and the Borrowers shall, on the last day(s) of the then current
Interest Period(s) for the outstanding Libor Accounts, either prepay the Loans
subject to such Libor Accounts or Convert such Libor Accounts into Base Rate
Accounts in accordance with the terms of this Agreement. Determinations made
under this Section 5.2 shall be made on a reasonable basis.

         Section 5.3 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Bank or its Applicable
Lending Office to (a) honor its obligation to make Loans subject to a Libor
Account hereunder or (b) maintain Loans subject to a Libor Account hereunder,
then such Bank shall promptly notify Parent (with a copy to the Agent) thereof
and such Bank's obligation to make or maintain Loans subject to a Libor Account
and to Convert Base Rate Accounts into Libor Accounts hereunder shall be
suspended until such time as such Bank may again make and maintain Loans subject
to a Libor Account (in which case the provisions of Section 5.4 hereof shall be
applicable).

         Section 5.4 Treatment of Affected Loans. If the Accounts applicable to
a Loan of any Bank (hereinafter called "Affected Accounts") are affected by
Section 5.1 or Section 5.3 hereof, the Bank's Affected Accounts shall be
automatically Converted into Base Rate Accounts on the last day(s) of the then
current Interest Period(s) (or, in the case of a Conversion required by
subsection 5.1(b) or Section 5.3


CREDIT AGREEMENT - Page 32
<PAGE>   39


hereof, on such earlier date as such Bank may specify to Parent with a copy to
the Agent) and, unless and until such Bank gives notice as provided below that
the circumstances specified in Section 5.1 or 5.3 hereof which gave rise to such
Conversion no longer exist: (a) to the extent that such Bank's Affected Accounts
have been so Converted, all payments and prepayments of principal which would
otherwise be applied to such Bank's Affected Accounts shall be applied instead
to its Base Rate Accounts; and (b) all Accounts which would otherwise be
established or Continued by such Bank as Libor Accounts shall be made as or
Converted into Base Rate Accounts and all Accounts of such Bank which would
otherwise be Converted into Libor Accounts shall be Converted instead into (or
shall remain as) Base Rate Accounts. If such Bank gives notice to Parent (with a
copy to the Agent) that the circumstances specified in Section 5.1 or 5.3 hereof
which gave rise to the Conversion of such Bank's Affected Accounts pursuant to
this Section 5.4 no longer exist (which such Bank agrees to do promptly upon
such circumstances ceasing to exist) at a time when Libor Accounts are
outstanding, such Bank's Base Rate Accounts shall be automatically Converted, on
the first day(s) of the next succeeding Interest Period(s) for such outstanding
Libor Accounts to the extent necessary so that, after giving effect thereto, all
Accounts held by the Banks holding Libor Accounts and by such Bank are held pro
rata (as to principal amounts, Types, and Interest Periods) in accordance with
their respective Commitment Percentages.

         Section 5.5 Compensation. The Borrowers agree, jointly and severally,
to pay to the Agent for the account of each Bank, upon the request of such Bank,
such amount or amounts as shall be sufficient (in the reasonable opinion of such
Bank) to compensate it for any loss, cost, or expense incurred by it as a result
of:

                (a) Any payment or prepayment of a Loan subject to a Libor
Account or Conversion of a Libor Account for any reason (including, without
limitation, the repayment of such a Loan held by the Agent as a Bank resulting
from the operation of Section 4.6 or the repayment of such a Loan resulting from
the acceleration of the outstanding Loans pursuant to subsection 11.2(a) hereof)
on a date other than the last day of an Interest Period for the applicable Libor
Account; or

                (b) Any failure by any Borrower for any reason (including,
without limitation, the failure of any conditions precedent specified in Article
6 to be satisfied but excluding any failure by a Bank to honor its obligations
hereunder) to borrow or prepay a Loan subject to a Libor Account, or Convert a
Base Rate Account to a Libor Account on the date for such borrowing, Conversion,
or prepayment specified in the relevant notice of borrowing, prepayment, or
Conversion under this Agreement.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
which otherwise would have accrued on the principal amount so paid or Converted
or not borrowed for the period from the date of such payment, Conversion, or
failure to borrow to the last day of the Interest Period for such Libor Account
(or, in the case of a failure to borrow, the Interest Period for such Libor
Account which would have commenced on the date specified for such borrowing) at
the applicable rate of interest for such Libor Account provided for herein over
(ii) the interest component of the amount such Bank would have bid in the London
interbank market for Dollar deposits of leading banks and amounts comparable to
such principal amount and with maturities comparable to such period.

         Section 5.6 Capital Adequacy. If after the date hereof, any Bank shall
have determined that any Regulatory Change or any change in the compliance by
such Bank (or its parent) with any guideline, request, or directive regarding
capital adequacy (whether or not having the force of law) of any central bank or
other Governmental Authority has or would have the effect of reducing the rate
of return on such Bank's (or its parent's) capital as a consequence of its
obligations hereunder or the transactions contemplated hereby to a level below
that which such Bank (or its parent) could have achieved but for


CREDIT AGREEMENT - Page 33
<PAGE>   40


such Regulatory Change or change in compliance by an amount deemed by such Bank
to be material, then from time to time, within ten (10) Business Days after
demand by such Bank (with a copy to the Agent), the Borrowers agree, jointly and
severally, to pay to such Bank such additional amount or amounts as will
compensate such Bank (or its parent) for such reduction. A certificate of such
Bank claiming compensation under this Section and setting forth the additional
amount or amounts to be paid to it hereunder shall constitute prima facie
evidence of the accuracy thereof, provided that the determination thereof is
made on a reasonable basis. In determining such amount or amounts, such Bank may
use any reasonable averaging and attribution methods. With respect to each
demand by a Bank under this Section 5.6, no Bank shall have the right to demand
compensation for amounts attributable to any reduction in such Bank's rate of
return occurring at any time before the date which is six (6) months prior to
the date the Bank gives such demand for compensation to Parent.

         Section 5.7 Replacement of a Bank. If (i) the obligation of a Bank
(other than the Agent as a Bank) to make or Continue Loans subject to Libor
Accounts has been suspended pursuant to Sections 5.2 or 5.3 or (ii) a Bank
(other than the Agent as a Bank) has demanded compensation under Sections 5.1 or
5.6, Parent shall have the right to require such Bank to assign to a Person
selected by Parent and reasonably satisfactory to the Agent (which may be one or
more of the Banks) the Notes and participation interests in the Letter of Credit
Liabilities held by such Bank pursuant to the terms of an appropriately
completed Assignment and Acceptance in accordance with subsection 13.8(b);
provided that, neither the Agent nor any Bank shall have any obligation to any
Borrower to find any such Person and in order for Parent to replace a Bank,
Parent must require such replacement within three (3) months of the date such
obligations of the Bank were suspended or the date the Bank demanded such
compensation. Each Bank (other than the Agent as a Bank) agrees to its
replacement at the option of Parent pursuant to this Section 5.7; provided that
the Person selected by Parent shall purchase such Bank's interest in the
Obligations of the Borrowers to such Bank for immediately available funds in an
aggregate amount equal to the aggregate unpaid principal thereof, all unpaid
interest accrued thereon, all unpaid commitment and letter of credit fees
accrued for the account of such Bank, any breakage costs incurred by the selling
Bank because of the prepayment of any Libor Accounts, all other fees (if any)
applicable thereto and all other amounts (including any amounts due under
Sections 5.1 or 5.6) then owing to such Bank hereunder or under any other Loan
Document.

                                   ARTICLE 6

                              Conditions Precedent


         Section 6.1 Initial Loan and Letter of Credit. The obligation of each
Bank to make its initial Loan and the obligation of the Agent to issue the
initial Letter of Credit are subject to the condition precedent that the Agent
shall have received on or before, or shall receive simultaneously with, the day
of any such Loan or Letter of Credit all of the following, each dated (unless
otherwise indicated) the date hereof, in form and substance satisfactory to the
Agent:

                (a) Resolutions; Authority. Resolutions of the Board of
Directors of each Borrower and each Obligated Party certified by its Secretary
or an Assistant Secretary which authorize its execution, delivery, and
performance of the Loan Documents to which it is or is to be a party.

                (b) Incumbency Certificate. A certificate of incumbency
certified by the Secretary or an Assistant Secretary of each Borrower and each
Obligated Party certifying the names of its officers (i) who are authorized to
sign the Loan Documents to which it is or is to be a party (including the
certificates contemplated herein) together with specimen signatures of each such
officer and (ii) who will, until replaced by other officers duly authorized for
that purpose, act as its representative for the purposes


CREDIT AGREEMENT - Page 34
<PAGE>   41


of signing documentation and giving notices and other communications in
connection with this Agreement and the transactions contemplated hereby.

                (c) Organizational Documents. The articles of incorporation of
each Borrower and each Obligated Party certified by the Secretary of State of
the state of its incorporation and dated a current date.

                (d) Bylaws. The bylaws of each Borrower and each Obligated Party
certified by its Secretary or an Assistant Secretary.

                (e) Governmental Certificates. Certificates of the appropriate
government officials of the state of incorporation of each Borrower and each
Obligated Party as to its existence and, to the extent applicable, good standing
and certificates of the appropriate government officials of each state in which
each Borrower and each Obligated Party is required to qualify to do business and
where failure to so qualify could reasonably be expected to have a Material
Adverse Effect, as to such Person's qualification to do business and good
standing in such state, all dated a current date.

                (f) Notes. The Notes executed by each Borrower.

                (g) Collateral Documents and Collateral. The Security Agreement
executed by each of the Borrowers; UCC, tax and judgment Lien search reports
listing all documentation on file against each Borrower in each jurisdiction in
which such Borrower is organized and has its chief executive office and each
jurisdiction in which any of its inventory is located; and such executed
documentation as the Agent may deem necessary to perfect or protect its Liens,
including, without limitation: (i) financing statements under the UCC and other
applicable documentation under the laws of any jurisdiction with respect to the
perfection of Liens; (ii) a lien subordination from the landlord of Parent's
office located at 17855 Dallas Parkway, Suite 200, Dallas, Texas 75287,
containing such access agreements and subordinations as the Agent may require;
(iii) agreements from each institution where any Borrower maintains a deposit
account in form and substance satisfactory to the Agent, pursuant to which such
institutions recognize the Agent's Lien in such account and agree to transfer
the collected balances in all Lockbox Accounts to the Concentration Account on a
daily basis; and (iv) waivers, subordinations or acknowledgments from all other
third parties who have possession or control of any Collateral; provided,
however, that Agent shall not require that any Borrower deliver lien
acknowledgements and related UCC financing statements from third-parties in
possession of any Borrower's inventory, except as set forth in Section 8.10.

                (h) Termination of Liens. Duly executed UCC-3 termination
statements, mortgage releases and such other documentation as shall be necessary
to terminate or release all Liens other than those permitted by Section 9.2
hereof.

                (i) Insurance Policies. Certificates of insurance summarizing
the insurance policies of the Borrowers required by this Agreement and
reflecting the Agent as additional insured under all liability policies and as
loss payee with respect to all policies covering Collateral.

                (j) Opinion of Counsel. A favorable opinion of legal counsel to
the Borrowers and the Obligated Parties as to such matters as the Agent may
reasonably request.

                (k) Borrowing Base Report. An initial Borrowing Base Report
dated as of the Closing Date, together with the receivable reports and
information required thereby, verifying that the initial, Aggregate Borrowing
Availability calculated as of March 17, 2000, is equal to or greater than
Eighteen Million Dollars ($18,000,000).



CREDIT AGREEMENT - Page 35
<PAGE>   42


                (l) First Union Loan Agreement. A fully executed copy of the
First Union Loan Agreement and such other documents relating thereto as Agent
may request, and evidence, satisfactory to the Agent, that the First Union Loan
has been (or will be simultaneously with the first Loan funded hereunder) funded
by the lenders thereto.

                (m) Intercreditor Agreement. The Intercreditor Agreement,
executed by each of the parties thereto.

                (n) Lockbox Agreements. The Lockbox Agreements.

                (o) Equity Capital. Evidence that Parent has received capital
contributions in an amount equal to or greater than Ten Million Dollars
($10,000,000) on the Closing Date.

                (p) Projections. A forecasted consolidated balance sheet and
statements of income and cash flow of Parent and the Subsidiaries on a quarter
by quarter basis, including the assumptions utilized in the preparation of such
projections (in narrative form) for the Fiscal Year ending on December 31, 2000,
a pro forma projection of Parent's compliance with the financial covenants in
this Agreement for the same period and a forecasted consolidated balance sheet
and statements of income and cash flow of Parent and the Subsidiaries for the
Fiscal Years ending December 31, 2000 and December 31, 2001.

                (q) Indenture. Evidence satisfactory to the Agent that (i) the
holders of the Senior Subordinated Notes shall have consented to the departure
from Section 4.03 of the Indenture to permit the incurrence of the Obligations
and the First Union Loan and (ii) the Obligations are "Senior Indebtedness" and
are "Designated Senior Indebtedness" under the Indenture.

                (r) Fees. Evidence that the arrangement fee payable to The Chase
Manhattan Bank in the amount of $625,000 and the initial installment of the
administrative fee payable to the Agent in the amount of $10,000 have been, or
will be with the proceeds of the initial Loan, paid in full.

                (s) Attorneys' Fees and Expenses. Evidence that the costs and
expenses (including attorneys' fees) referred to in Section 13.1 hereof, to the
extent incurred and invoiced, have been, or will be with the proceeds of the
initial Loan, paid in full.

                (t) Guaranty. A limited guaranty agreement executed by Richmont
Capital Partners I, Ltd. in the form of Exhibit "F."

         Section 6.2 All Loans and Letters of Credit. The obligation of each
Bank to make any Loan (including the initial Loan) and the obligation of the
Agent to issue any Letter of Credit (including the initial Letter of Credit) are
subject to the following additional conditions precedent:

                (a) No Default. No Default shall have occurred and be
continuing, or would result from such Loan or Letter of Credit;

                (b) Representations and Warranties. All of the representations
and warranties contained in Article 7 hereof and in the other Loan Documents
shall be true and correct on and as of the date of such Loan or Letter of Credit
with the same force and effect as if such representations and warranties had
been made on and as of such date except to the extent that such representations
and warranties relate specifically to another date; and



CREDIT AGREEMENT - Page 36
<PAGE>   43


                (c) Additional Documentation. The Agent shall have received such
additional approvals, opinions, or documents as the Agent may reasonably
request.

Each notice of borrowing by any Borrower hereunder, each request for a borrowing
under subsections 2.7(e) and 4.1(b), and each request for the issuance of a
Letter of Credit, shall constitute a representation and warranty by each
Borrower that the conditions precedent set forth in subsections 6.2(a) and (b)
hereof have been satisfied (both as of the date of such notice and, unless
Parent otherwise notifies the Agent prior to the date of such borrowing or
Letter of Credit, as of the date of such borrowing or Letter of Credit).

                                   ARTICLE 7

                         Representations and Warranties


         To induce the Agent and the Banks to enter into this Agreement, each
Borrower represents and warrants to the Agent and the Banks that:

         Section 7.1 Corporate Existence. Parent and each Subsidiary (a) is a
corporation duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation; (b) has all requisite power and
authority to own its assets and carry on its business as now being or as
proposed to be conducted; and (c) is qualified to do business in all
jurisdictions in which the nature of its business makes such qualification
necessary and where failure to so qualify would have a Material Adverse Effect.
Each Borrower and each Obligated Party has the power and authority to execute,
deliver, and perform their respective obligations under the Loan Documents to
which it is or may become a party.

         Section 7.2 Financial Statements. Parent has delivered to the Agent and
the Banks (i) audited consolidated financial statements of Parent and the
Subsidiaries for the Fiscal Year ended December 31, 1998, (ii) unaudited
consolidated financial statements of Parent and the Subsidiaries for the one (1)
month period ended January 31, 2000, and (iii) unaudited consolidated financial
statements of Parent and the Subsidiaries for the four (4) Fiscal Quarters ended
December 31, 1999. Such financial statements have been prepared in accordance
with GAAP (subject in the case of the unaudited financial statements to audit
adjustments and the fact that such financial statements do not contain
footnotes), and present fairly, on a consolidated and consolidating basis, the
financial condition of Parent and the Subsidiaries as of the respective dates
indicated therein and the results of operations for the respective periods
indicated therein. None of Parent nor any Subsidiary has any material contingent
liabilities, liabilities for taxes, unusual forward or long-term commitments, or
unrealized or anticipated losses from any unfavorable commitments except as
referred to or reflected in such financial statements. There has been no
Material Adverse Effect since the effective date of the audited consolidated
financial statements of Parent for the Fiscal Year ended December 31, 1998.

         Section 7.3 Corporate Action; No Breach. The execution, delivery, and
performance by each Borrower and each Obligated Party of the Loan Documents to
which each is or may become a party and compliance with the terms and provisions
hereof and thereof have been duly authorized by all requisite action on the part
of each Borrower and each Obligated Party and do not and will not (a) violate or
conflict with, or result in a breach of, or require any consent under (i) the
articles of incorporation or bylaws of any Borrower or any Obligated Party, (ii)
any applicable law, rule, or regulation or any order, writ, injunction, or
decree of any Governmental Authority or arbitrator, or (iii) any agreement or
instrument to which any Borrower or any Obligated Party is a party or by which
any of them or any of their property is bound or subject (including without
limitation, the Indenture and the First Union Loan Agreement) or (b) constitute
a material default under any such agreement or instrument, or result in the



CREDIT AGREEMENT - Page 37
<PAGE>   44


creation or imposition of any Lien (except as provided herein or Liens in favor
of Agent) upon any of the revenues or assets of any Borrower or any Obligated
Party.

         Section 7.4 Operation of Business. Parent and each Subsidiary possesses
all licenses, permits, franchises, patents, copyrights, trademarks, and trade
names, or rights thereto, necessary to conduct its businesses substantially as
now conducted and as presently proposed to be conducted, and neither Parent nor
any Subsidiary is in violation, in any material respect, of any valid rights of
others with respect to any of the foregoing.

         Section 7.5 Litigation and Judgments. Other than the Monroe Litigation,
there is no action, suit, investigation, or proceeding before or by any
Governmental Authority or arbitrator pending, or to the knowledge of any
Borrower, threatened against or affecting Parent or any Subsidiary that could
reasonably be expected to have, either individually or in the aggregate, a
Material Adverse Effect. There are no outstanding judgments against Parent or
any Subsidiary.

         Section 7.6 Rights in Properties; Liens. Parent and each Subsidiary has
good title to or valid leasehold interests in their respective properties and
assets, real and personal, including the properties, assets, and leasehold
interests reflected in the financial statements described in Section 7.2 hereto,
and none of the properties, assets, or leasehold interests of Parent or any
Subsidiary is subject to any Lien, except as permitted by Section 9.2 hereto.

         Section 7.7 Enforceability. The Loan Documents to which any Borrower or
any Obligated Party is party, when delivered, shall constitute the legal, valid,
and binding obligations of the applicable Borrower or Obligated Party,
enforceable against the applicable Borrower or Obligated Party in accordance
with their respective terms, except as limited by bankruptcy, insolvency, or
other laws of general application relating to the enforcement of creditors'
rights and general principles of equity.

         Section 7.8 Approvals. No authorization, approval, or consent of, and
no filing or registration with, any Governmental Authority or third party is or
will be necessary for the execution, delivery, or performance by any Borrower or
any Obligated Party of the Loan Documents to which each is or may become a party
or for the validity or enforceability thereof except for such authorizations,
approvals, consents, filings and registrations which have been made or obtained.
Without limiting the generality of the forgoing, all approvals and consents
required under the terms of the Indenture necessary for the execution, delivery,
or performance by any Borrower or any Obligated Party of the Loan Documents to
which each is or may become a party or for the validity or enforceability
thereof have been obtained.

         Section 7.9 Debt. Neither Parent nor each Subsidiary has any Debt,
except as of the Closing Date, the Debt outstanding under the Indenture and the
other Debt as disclosed on Schedule 9.1 and, at all times after the Closing
Date, as permitted by Section 9.1 hereto. As of the Closing Date, the aggregate
amount of the Debt which is equal in right of payment to any unsecured portion
of the Obligations is as set forth on Schedule 7.9 hereto. None of the Debt
disclosed on Schedule 9.1 is senior in right of payment to the Obligations nor
is any such Debt secured by any Lien (except as reflected on Schedule 9.2) or
otherwise entitled to any administrative or other priority in any liquidation or
bankruptcy proceedings of Parent and each Subsidiary; provided that certain
employees of Parent and each Subsidiary who hold such Debt may be entitled to
the priority distribution under Section 507(a)(3) or 507(a)(4) of the United
States Bankruptcy Code (11 U.S.C. Section 507) to the extent, and only to the
extent as set forth in such Sections, as a result of their claims relating to
such Debt being characterized either as claims for wages, salaries or
contributions to employee benefit plans. The amount of such Debt, as of the
Closing Date, is $1,375,795.


CREDIT AGREEMENT - Page 38
<PAGE>   45


         Section 7.10 Taxes. Parent and each Subsidiary has filed all material
tax returns (federal, state, and local) required to be filed, including all
income, franchise, employment, property, and sales tax returns, and have paid
all of their respective liabilities for taxes, assessments, governmental
charges, and other levies that are due and payable other than those being
contested in good faith by appropriate proceedings diligently pursued for which
adequate reserves have been established. Except as disclosed in writing to
Agent, no Borrower know of any pending investigation of Parent or any Subsidiary
by any taxing authority or of any pending but unassessed tax liability of Parent
or any Subsidiary.

         Section 7.11 Margin Securities. Neither Parent nor any Subsidiary is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulations T, U, or X of the Board of Governors of the Federal
Reserve System), and no part of the proceeds of any Loan will be used to
purchase or carry any margin stock or to extend credit to others for the purpose
of purchasing or carrying margin stock.

         Section 7.12 ERISA. Parent and each Subsidiary is in compliance in all
material respects with all applicable provisions of ERISA. Neither a Reportable
Event nor a Prohibited Transaction has occurred and is continuing with respect
to any Plan. No notice of intent to terminate a Plan has been filed, nor has any
Plan been terminated. No circumstances exist which constitute grounds entitling
the PBGC to institute proceedings to terminate, or appoint a trustee to
administer, a Plan, nor has the PBGC instituted any such proceedings. Neither
Parent nor any Subsidiary nor any ERISA Affiliate has completely or partially
withdrawn from a Multiemployer Plan. Parent and each Subsidiary and each ERISA
Affiliate has met its minimum funding requirements under ERISA with respect to
all of their Plans. The present value of all vested benefits under each Plan do
not exceed the fair market value of all Plan assets allocable to such benefits,
as determined on the most recent valuation date of the Plan and in accordance
with ERISA. Neither Parent nor any Subsidiary nor any ERISA Affiliate has
incurred any liability to the PBGC under ERISA in an amount that will have a
Material Adverse Effect.

         Section 7.13 Disclosure. All factual information furnished by or on
behalf of Parent and each Subsidiary in writing to the Agent or any Bank
(including, without limitation, all information contained in the Loan Documents)
for purposes of or in connection with this Agreement, the other Loan Documents
or any transaction contemplated herein or therein is, and all other such factual
information hereafter furnished by or on behalf of Parent and each Subsidiary to
the Agent or any Bank, will be true and accurate in all material respects taken
as a whole on the date as of which such information is dated or certified and
not incomplete by omitting to state any fact necessary to make such information
not misleading in any material respect at such time.

         Section 7.14 Subsidiaries; Borrower Capitalization. As of the Closing
Date, Parent has no Subsidiaries other than those listed on Schedule 7.14
hereto. As of the Closing Date, Schedule 7.14 sets forth the jurisdiction of
incorporation or organization of each such Subsidiary, the percentage of
Parent's ownership of the outstanding Equity Interests of each Subsidiary
directly owned by Parent, the percentage of each Subsidiary's ownership of the
outstanding Equity Interests of each other Subsidiary and the authorized, issued
and outstanding Equity Interests of Parent and each Subsidiary. All of the
outstanding capital stock of Parent and each Subsidiary has been validly issued,
is fully paid, and is nonassessable. Except as permitted to be issued or created
pursuant to the terms hereof or as reflected on Schedule 7.14, there are no
outstanding subscriptions, options, warrants, calls, or rights (including
preemptive rights) to acquire, and no outstanding securities or instruments
convertible into any Equity Interests of Parent or any Subsidiary. Each
Subsidiary that is not a Borrower is either (i) inactive without any assets or
(ii) has total assets that do not exceed two percent (2%) of the total assets of
Parent determined on a consolidated



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basis. The combined value of the total assets of all Subsidiaries that are not
Borrowers does not exceed an amount equal to two percent (2%) of the total
assets of Parent determined on a consolidated basis.

         Section 7.15 Agreements. Neither Parent nor any Subsidiary is a party
to any indenture, loan, or credit agreement, or to any lease or other agreement
or instrument, or subject to any charter or corporate restriction that could
reasonably be expected to have a Material Adverse Effect. Neither Parent nor any
Subsidiary is in default in any respect in the performance, observance, or
fulfillment of any of the obligations, covenants, or conditions contained in any
agreement or instrument to which it is a party other than defaults which will
not have a Material Adverse Effect.

         Section 7.16 Compliance with Laws. Neither Parent nor any Subsidiary
are in violation of any law, rule, regulation, order, or decree of any
Governmental Authority or arbitrator other than violations which will not have a
Material Adverse Effect.

         Section 7.17 Investment Company Act. Neither Parent nor any Subsidiary
is an "investment company" within the meaning of the Investment Company Act of
1940, as amended.

         Section 7.18 Public Utility Holding Company Act. Neither Parent nor any
Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company" or an "affiliate" of a "holding company" or a "public utility" within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

         Section 7.19 Environmental Matters.

                (a) Parent and each Subsidiary and all of their respective
properties, assets, and operations are in compliance in all material respects
with all Environmental Laws. No Borrower is aware of, nor has any Borrower
received notice of, any past, present, or future conditions, events, activities,
practices, or incidents which may interfere with or prevent the material
compliance or continued material compliance of Parent and each Subsidiary with
all Environmental Laws;

                (b) Parent and each Subsidiary has obtained all permits,
licenses, and authorizations that are required under applicable Environmental
Laws the failure of which to obtain would result in a Material Adverse Effect.
All such permits are in good standing and Parent and each Subsidiary are in
compliance in all material respects with all of the terms and conditions of such
permits;

                (c) No Hazardous Materials exist on, about, or within or have
been used, generated, stored, transported, disposed of on, or Released from any
of the properties or assets of Parent or any Subsidiary except in compliance in
all material respects with Environmental Laws. The use which Parent and each
Subsidiary make and intend to make of their respective properties and assets
will not result in the use, generation, storage, transportation, accumulation,
disposal, or Release of any Hazardous Material on, in, or from any of their
properties or assets except in compliance in all material respects with
Environmental Laws;

                (d) Neither Parent nor any Subsidiary nor any of their
respective currently or previously owned or leased properties or operations is
subject to any outstanding or, to the best of its knowledge, threatened order
from or agreement with any Governmental Authority or subject to any judicial or
administrative proceeding with respect to (i) failure to comply with
Environmental Laws, (ii) Remedial Action, or (iii) any Environmental Liabilities
arising from a Release or threatened Release;


CREDIT AGREEMENT - Page 40
<PAGE>   47


                (e) There are no conditions or circumstances associated with the
currently or previously owned or leased properties or operations of Parent or
any Subsidiary that could reasonably be expected to give rise to any material
Environmental Liabilities;

                (f) Neither Parent nor any Subsidiary are a treatment, storage,
or disposal facility requiring a permit under the Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901 et seq., regulations thereunder or any
comparable provision of state law. Parent and each Subsidiary are in compliance
with all applicable financial responsibility requirements of all Environmental
Laws in all material respects;

                (g) Neither Parent nor any Subsidiary have filed or failed to
file any notice required under applicable Environmental Law reporting a Release;
and

                (h) No Lien arising under any Environmental Law has attached to
any property or revenues of Parent or any Subsidiary.

         Section 7.20 Solvency. As of and from and after the date of this
Agreement and after giving effect to the consummation of the Pending
Acquisition, each Borrower and each Obligated Party individually and on a
consolidated basis: (a) owns and will own assets (including contribution rights,
if any) the fair saleable value of which are (i) greater than the total amount
of liabilities (including contingent liabilities) and (ii) greater than the
amount that will be required to pay the probable liabilities of its then
existing debts as they become absolute and matured considering all financing
alternatives and potential asset sales reasonably available to it; (b) has
capital that is not unreasonably small in relation to its business as presently
conducted or any contemplated or undertaken transaction; and (c) does not intend
to incur and does not believe that it will incur debts beyond its ability to pay
such debts as they become due.

         Section 7.21 Perishable Agricultural Commodities Act. In the ordinary
course of its business, neither Parent nor any Subsidiary purchases or sells for
its own account perishable agricultural commodities (as that term is defined in
the Perishable Agricultural Commodities Act, as amended (7 U.S.C. Section
499e(c)) and the regulations promulgated thereunder) nor does any such party
directly receive any proceeds from the sale of such commodities. As a result,
the statutory trust arising under such act for the benefit of unpaid cash
sellers does not attach to any property of Parent or any Subsidiary.

         Section 7.22 Packers and Stockyards Act. In the ordinary course of its
business, neither Parent nor any Subsidiary purchases, sells for its own account
or receives the proceeds from the sale of livestock as that term is defined in
the Packers and Stockyards Act, as amended (7 U.S.C. Section 181-229) and the
regulations thereunder. As a result, the statutory trust arising under such act
for the benefit of unpaid cash sellers does not attach to any property of Parent
or any Subsidiary.

         Section 7.23 Common Enterprise; Benefit Received. The Borrowers are
each a member of an affiliated group and are collectively engaged in a common
enterprise with one another. Each Borrower will receive reasonably equivalent
value in exchange for the obligations incurred under the Loan Documents to which
it is a party. Each Borrower will derive substantial benefit from the credit
extended pursuant hereto in an amount at least equal to its obligations under
the Loan Documents to which it is a party.

         Section 7.24 Year 2000. Any reprogramming required to permit the proper
functioning, in and following the year 2000, of (i) Parent's and the
Subsidiaries' computer systems and (ii) equipment containing embedded microchips
(including systems and equipment supplied by others or with which



CREDIT AGREEMENT - Page 41
<PAGE>   48


Parent's or the Subsidiaries' systems interface) and the testing of all such
systems and equipment, as so reprogrammed, has been completed. The computer and
management information systems of Parent and the Subsidiaries are and, with
ordinary course upgrading and maintenance, will continue for the term of this
Agreement to be, sufficient to permit Parent and the Subsidiaries to conduct
their respective businesses without a Material Adverse Effect.

         Section 7.25 Indenture. The Obligations have been (and hereby are)
designated as "Designated Senior Indebtedness" (as defined in the Indenture) for
all purposes under the Indenture.

                                   ARTICLE 8

                               Positive Covenants


         Parent covenants and agrees that, as long as the Obligations or any
part thereof are outstanding or Agent or any Bank has any commitment hereunder,
it will perform and observe the following positive covenants:

         Section 8.1 Reporting Requirements. Parent will furnish to the Agent
and each Bank:

                (a) Annual Financial Statements. As soon as available, and in
any event within ninety (90) days after the end of each Fiscal Year of Parent,
beginning with the Fiscal Year ending December 31, 1999, a copy of the annual
audit report of Parent and the Subsidiaries for such Fiscal Year containing, on
a consolidated and consolidating basis, balance sheets and statements of income,
retained earnings, and cash flow as at the end of such Fiscal Year and for the
Fiscal Year then ended, in each case setting forth in comparative form the
figures for the preceding Fiscal Year, all in reasonable detail and audited and
certified on an unqualified basis by independent certified public accountants of
recognized standing acceptable to the Agent, to the effect that such report has
been prepared in accordance with GAAP;

                (b) Monthly Financial Statements. As soon as available, and in
any event within forty-five (45) days after the end of each Fiscal Quarter that
is not the Fiscal Year end and within thirty-five (35) days after the end of
each month that is not a Fiscal Year end or a Fiscal Quarter end, (i) a copy of
an unaudited financial report of Parent and the Subsidiaries as of the end of
such period and for the portion of the Fiscal Year then ended containing, on a
consolidated and consolidating basis, balance sheets and statements of income,
retained earnings, and cash flow, in each case setting forth in comparative form
the figures submitted in the most recent projections delivered to Agent pursuant
to either Section 6.1(o) or Section 8.1(f), all in reasonable detail certified
by the chief executive officer, treasurer or chief financial officer of Parent
to have been prepared in accordance with GAAP (but excluding footnotes) and to
fairly present (subject to year-end audit adjustments) the financial condition
and results of operations of Parent and the Subsidiaries, on a consolidated and
consolidating basis, at the date and for the periods indicated therein, and (ii)
trade accounts payable aging reports.

                (c) Compliance Certificate. Within forty-five (45) days after
the end of each Fiscal Quarter of each Fiscal Year and accompanying the annual
financial statements delivered in accordance with Section 8.1(a), a Compliance
Certificate, together with the schedules thereto setting forth the calculations
supporting the computations therein as well as the list of assets disposed, as
set forth in Section 9.8;

                (d) Borrowing Base Report. Within twenty (20) days after the
last day of each month, or within one (1) Business Day of any other date the
Agent may select in its discretion by written


CREDIT AGREEMENT - Page 42
<PAGE>   49


notice to Parent (each such day or date a "Report Date"), a Borrowing Base
Report together with a Receivable aging report, sales report summary,
collections report (including lockbox activity statements) and customer credit
report (reflecting all journal entries and adjustments) for each Borrower as of
the applicable Report Date;

                (e) Receivable Reporting. On each Monday (unless Monday is not a
Business Day, then on the following Tuesday) or, if the Agent requests, within
one (1) Business Day of any other date the Agent may select in its discretion by
written notice to Parent, Parent shall furnish to the Agent, a Receivable Report
in the form of Exhibit "G." For purposes of preparing the Receivables Reports
under this clause (e), it shall be assumed that each Business Day ends at 2:00
p.m., with any other activity occurring on such Business Day after such 2:00
p.m. deadline to be deemed to have occurred on the next succeeding Business Day;

                (f) Projections. As soon as available and in any event within
forty-five (45) days after the beginning of each Fiscal Year of Parent, Parent
will deliver (i) a forecasted consolidated balance sheet and statements of
income and cash flow of Parent and the Subsidiaries on a quarter by quarter
basis, including the assumptions utilized in the preparation of such projections
(in narrative form) for the forthcoming Fiscal Year and a pro forma projection
of Parent's compliance with the financial covenants in this Agreement for the
same period and (ii) a forecasted consolidated balance sheet and statements of
income and cash flow of Parent and the Subsidiaries for the next succeeding
Fiscal Year;

                (g) Management Letters. Promptly upon receipt thereof, a copy of
any management letter or written report submitted to Parent or any Subsidiary by
independent certified public accountants with respect to the business, condition
(financial or otherwise), operations, prospects, or properties of Parent or any
Subsidiary;

                (h) Notice of Litigation. Promptly after the commencement
thereof, notice of all actions, suits, and proceedings before any Governmental
Authority or arbitrator affecting Parent or any Subsidiary which, if determined
adversely to Parent or such Subsidiary, could reasonably be expected to have a
Material Adverse Effect;

                (i) Notice of Default. As soon as possible and in any event
within five (5) Business Days after an officer of Parent has knowledge of the
occurrence of each Default, a written notice setting forth the details of such
Default and the action that Parent have taken and proposes to take with respect
thereto;

                (j) ERISA Reports. If requested by the Agent, promptly after the
filing or receipt thereof, copies of all reports, including annual reports, and
notices which Parent or any Subsidiary files with or receives from the PBGC or
the U.S. Department of Labor under ERISA; and as soon as possible and in any
event within five (5) Business Days after Parent knows or has reason to know
that any Reportable Event or Prohibited Transaction has occurred with respect to
any Plan or that the PBGC or Parent or any Subsidiary has instituted or will
institute proceedings under Title IV of ERISA to terminate any Plan, a
certificate of the chief financial officer of Parent setting forth the details
as to such Reportable Event or Prohibited Transaction or Plan termination and
the action that Parent proposes to take with respect thereto;

                (k) Notice of Material Adverse Effect. As soon as possible and
in any event within five (5) Business Days of the occurrence thereof, written
notice of any matter that could reasonably be expected to have a Material
Adverse Effect;


CREDIT AGREEMENT - Page 43
<PAGE>   50


                (l) Proxy Statements, Etc. As soon as available, one copy of
each financial statement, report, notice or proxy statement sent by Parent or
any Subsidiary to its stockholders generally and one copy of each regular,
periodic or special report, registration statement, or prospectus filed by
Parent or any Subsidiary with any securities exchange or the Securities and
Exchange Commission or any successor agency; and

                (m) General Information. Promptly, such other information
concerning Parent or any Subsidiary as the Agent or any Bank may from time to
time reasonably request.

         Section 8.2 Maintenance of Existence; Conduct of Business. Except as
otherwise permitted by Section 9.3, Parent will, and will cause each Subsidiary
to, preserve and maintain its corporate existence and all of its leases,
privileges, licenses, permits, franchises, qualifications, and rights that are
necessary or desirable in the ordinary conduct of its business. Parent will, and
will cause each Subsidiary to, conduct its business in an orderly and efficient
manner in accordance with good business practices.

         Section 8.3 Maintenance of Properties. Parent will, and will cause each
Subsidiary to, maintain, keep, and preserve all of its material properties
necessary in the conduct of its business in good working order and condition
ordinary wear and tear excepted.

         Section 8.4 Taxes and Claims. Parent will, and will cause each
Subsidiary to, pay or discharge at or before maturity or before becoming
delinquent (a) all taxes, levies, assessments, and governmental charges imposed
on it or its income or profits or any of its property, and (b) all lawful claims
for labor, material, and supplies, which, if unpaid, might become a Lien upon
any of its property; provided, however, that neither Parent nor any Subsidiary
shall be required to pay or discharge any tax, levy, assessment, or governmental
charge which is being contested in good faith by appropriate proceedings
diligently pursued, and for which adequate reserves have been established in
accordance with GAAP.

         Section 8.5 Insurance. Parent will, and will cause each Subsidiary to,
maintain insurance with financially sound and reputable insurance companies in
such amounts and covering such risks as are usually carried by corporations
engaged in similar businesses and owning similar properties in the same general
areas in which it operates, provided that in any event Parent and each
Subsidiary will maintain workmen's compensation insurance, property insurance
and comprehensive general liability insurance reasonably satisfactory to the
Agent. Each general liability insurance policy shall name the Agent as
additional insured. Each insurance policy covering Collateral shall name the
Agent as loss payee and shall provide that such policy will not be canceled or
materially changed without thirty (30) days prior written notice to the Agent.

         Section 8.6 Inspection Rights; Receivable Verification. Parent will,
and will cause each Subsidiary to, permit any authorized representative
designated by the Agent to (a) visit and inspect its Receivables records on the
eleventh (11th) Business Day of each month, (b) make extracts from such records
and (c) discuss such records with Parent's and any Subsidiary's officers and
employees. In addition, upon reasonable notice (which may be telephonic notice),
at any other reasonable time and as often as the Agent may request, Parent will
and will cause each Subsidiary to, permit any authorized representative
designated by the Agent, together with any authorized representatives of any
Bank desiring to accompany the Agent, to (a) visit and inspect its properties
and financial records (including those records relating to the existence and
condition of the Receivables), (b) make extracts from such financial records,
and (c) discuss the affairs, finances and condition of Parent and any Subsidiary
with its officers and employees and its independent public accountants. The
Agent agrees that it shall schedule any meeting with any such independent public
accountant through Parent and a financial officer of Parent



CREDIT AGREEMENT - Page 44
<PAGE>   51


shall have the right to be present at any such meeting. The Agent shall also
have the right to verify with any and all customers of Parent or any Subsidiary
the existence and condition of the Receivables, as often as the Agent may
require, without prior notice to or consent of Parent or any Subsidiary and
whether or not a Default exists.

         Section 8.7 Keeping Books and Records. Parent will, and will cause each
Subsidiary to, maintain proper books of record and account in which full, true,
and correct entries in conformity with GAAP shall be made of all dealings and
transactions in relation to its business and activities.

         Section 8.8 Compliance with Laws. Parent will, and will cause each
Subsidiary to, comply with all applicable laws (including, without limitation,
all Environmental Laws), rules, regulations, orders, and decrees of any
Governmental Authority or arbitrator other than for such noncompliance that will
not have a Material Adverse Effect.

         Section 8.9 Compliance with Agreements. Parent will, and will cause
each Subsidiary to, comply in all material respects with all agreements,
contracts, and instruments binding on it or affecting its properties or
business.

         Section 8.10 Further Assurance.

                (a) Parent will, and will cause each Subsidiary to, execute and
deliver such further documentation and take such further action as may be
requested by the Agent to carry out the provisions and purposes of the Loan
Documents and to create, preserve, protect and perfect the Liens of the Agent
for the benefit of itself and the Banks in the Collateral; provided that prior
to the occurrence of a Perfection Event (as defined below):

                (i) No Borrower shall be required to obtain any landlord or
         mortgagee waivers or subordinations except as specifically required by
         Section 6.1(g)(ii) with respect to Parent's chief executive office; and

                (ii) No Borrower shall be required to obtain lien
         acknowledgements from any third-party in possession of any inventory
         nor shall any Borrower be required to show evidence that it has
         perfected and protected its interest in its inventory held by third
         parties (by the filing of financing statements under the UCC, by
         sending notices to such third parties secured creditors or otherwise).

For purposes of this Section 8.10, the term "Perfection Event" means either (i)
the occurrence of a Default or (ii) if as of the end of any month, the aggregate
book value of the Borrowers' inventory equals or exceeds Two Million Dollars
($2,000,000). If a Perfection Event occurs then Parent will, and will cause each
Subsidiary to, take such action as the Agent may request to perfect and protect
the Liens of the Agent in all Collateral, including any or all of the actions
described in clauses (a) and (b) of this Section 8.10.

                (b) Within thirty (30) days after the Pending Acquisition is
consummated, Parent shall cause any Subsidiary acquired in such acquisition (and
existing as of such date) to execute and deliver such documents, certificates
and other instruments as requested by Agent, to evidence each such Subsidiary's
either being added as a Borrower hereunder or guaranteeing of the Obligations,
upon terms and conditions satisfactory to Agent.


CREDIT AGREEMENT - Page 45
<PAGE>   52


                (c) Within thirty (30) days after the Closing Date, Parent and
the Subsidiaries shall enter into such Lockbox Agreements or other agreements
with Agent, as secured party, and depository banks upon such terms and
conditions as will, in Agent's sole discretion, evidence and effect Agent's
perfected, first-priority lien in the lockbox accounts maintained by Parent or
any Subsidiary.

         Section 8.11 ERISA. Parent will, and will cause each Subsidiary to,
comply with all minimum funding requirements and all other requirements of
ERISA, if applicable, so as not to give rise to any liability which will have a
Material Adverse Effect.

                                   ARTICLE 9

                               Negative Covenants


         Parent covenants and agrees that, as long as the Obligations or any
part thereof are outstanding or Agent or any Bank has any commitment hereunder,
Parent will perform and observe the following negative covenants:

         Section 9.1 Debt. Parent will not, and will not permit any Subsidiary
to, incur, create, assume, or permit to exist any Debt, except:

                (a) Debt to the Banks pursuant to the Loan Documents;

                (b) Debt described on Schedule 9.1 hereto (but excluding the
Previous Senior Debt after the Closing Date), and any extensions, renewals or
refinancings of such existing Debt so long as (i) the principal amount of such
Debt after such renewal, extension or refinancing shall not exceed the principal
amount of such Debt which was outstanding immediately prior to such renewal,
extension or refinancing, (ii) such Debt shall not be secured by any assets
other than assets securing such Debt, if any, prior to such renewal, extension
or refinancing; and (iii) to the extent any such Debt is subordinated to the
Previous Senior Debt, such Debt must be subordinated to the Obligations on
substantially the same terms;

                (c) Guaranties incurred in the ordinary course of business with
respect to surety and appeal bonds, performance and return-of-money bonds and
other similar obligations;

                (d) Debt (including Capital Lease Obligations) incurred after
the Closing Date not to exceed Three Million Dollars ($3,000,000) in the
aggregate at any time outstanding secured by purchase money Liens permitted by
Section 9.2(g); provided that such Debt is permitted by the Indenture;

                (e) Debt constituting obligations to reimburse worker's
compensation insurance companies for claims paid by such companies on a Parent
or a Subsidiary's behalf in accordance with the policies issued to Parent and
the Subsidiaries;

                (f) Debt of a Borrower under Hedging Agreements entered into to
enable such Borrower to fix or limit its interest expense or to limit the market
risk of holding currency or a commodity in either the cash or futures markets;
provided that, in the case of any Synthetic Purchase Agreement related to any
subordinated Indebtedness, the obligations of the Borrower thereunder must be
subordinated to the Obligations to at least the same extent as the subordinated
Indebtedness to which such Synthetic Purchase Agreement relates (the Borrower
shall promptly deliver to the Agent a copy of any Synthetic Purchase Agreement
to which it becomes party);



CREDIT AGREEMENT - Page 46
<PAGE>   53


                (g) Guarantees by Parent or any Subsidiary of Debt of another
Subsidiary, provided that such Debt is permitted hereby;

                (h) indemnifications entered into by a Borrower in connection
with asset dispositions and acquisitions and in connection with other
transactions entered into in the ordinary course of business;

                (i) Debt evidenced by the Senior Subordinated Notes and any
refinancings or replacements of all or a portion of such Debt so long as (i) the
maturity of such refinancing or replacement Debt is after the Termination Date,
(ii) such refinancing or replacement Debt is subordinated to the Obligations to
the same or greater extent as the Senior Subordinated Notes are so subordinated,
(iii) the covenants contained in any agreement evidencing such refinancing or
replacement Debt are not materially more restrictive, taken as a whole, to
Parent and each Subsidiary than the covenants relating to the Senior
Subordinated Notes, (iv) the principal amount of such refinancing or replacement
Debt shall not exceed the principal amount of the Senior Subordinated Notes
outstanding immediately prior to such refinancing or replacement and (v) any
such refinancing or replacement Debt shall not be secured by any Liens; and

                (j) Debt (the "Additional Debt"), in addition to the Debt
described in the forgoing clauses (a) through (i), which may be incurred if no
Default exists or would result therefrom; provided that: (i) the aggregate
amount of the Additional Debt at any one time outstanding shall never exceeding
Two Million Dollars ($2,000,000) and (ii) on the date of its incurrence, such
Debt shall be permitted by the Indenture and the First Union Loan Agreement
(with Parent providing Agent evidence thereof).

         Section 9.2 Limitation on Liens and Restrictions on Subsidiaries.
Parent will not, and will not permit any Subsidiary to, incur, create, assume,
or permit to exist any Lien upon any of its property, whether now owned or
hereafter acquired, except the following, none of which shall encumber the
Collateral other than those Liens described in clauses (a), (b), (d), (e) and
(h):

                (a) Liens disclosed on Schedule 9.2 hereto, provided any Liens
securing the Previous Senior Debt will not be permitted after the Closing Date,
except that the Liens securing the First Union Loan encumbering the Collateral
shall only be permitted in accordance with the terms of the Intercreditor
Agreement;

                (b) Liens in favor of the Agent for the benefit of itself and
the Banks pursuant to the Loan Documents;

                (c) Encumbrances consisting of minor easements, zoning
restrictions, or other restrictions on the use of real property that do not
(individually or in the aggregate) materially affect the value of the assets
encumbered thereby or materially impair the ability of Parent and each
Subsidiary to use such assets in their respective businesses, and none of which
is violated in any material respect by existing or proposed structures or land
use;

                (d) Liens (other than Liens relating to Environmental
Liabilities or ERISA) for taxes, assessments, or other governmental charges that
are not delinquent or which are being contested in good faith and for which
adequate reserves have been established in accordance with GAAP;

                (e) Liens of mechanics, materialmen, warehousemen, carriers,
landlords (whether contractual or statutory) or other similar statutory Liens
securing obligations that are not yet due or are being contested in good faith
by appropriate proceedings diligently pursued and for which adequate reserves
have been established in accordance with GAAP and are incurred in the ordinary
course of business;


CREDIT AGREEMENT - Page 47
<PAGE>   54


                (f) Liens resulting from good faith deposits to secure payments
of workmen's compensation or other social security programs or to secure the
performance of tenders, statutory obligations, surety and appeal bonds, bids,
contracts (other than for payment of Debt);

                (g) Liens for purchase money obligations (including the rights
of lessors under capitalized leases, and all additions, accessions and proceeds)
provided that: (i) the purchase of the asset subject to any such Lien is not
otherwise prohibited by Section 10.6 hereto; (ii) the Debt secured by any such
Lien is permitted under Section 9.1 hereto; (iii) any such Lien encumbers only
the asset so purchased; (iv) the principal amount secured by such Lien does not
exceed one hundred percent (100%) of the purchase price of the asset so
purchased; and (v) no Default exists at the time the asset is so purchased;

                (h) Any attachment or judgment Lien not constituting an Event of
Default;

                (i) Liens against equipment arising from precautionary UCC
financing statement filings regarding operating leases entered into by Parent or
a Subsidiary in the ordinary course of business; and

                (j) Liens in favor of the trustee in its individual capacity
under the Indenture.

Parent will not, and will not permit any Subsidiary to, enter into or assume any
agreement (other than the Loan Documents, the Senior Note Documents and the
First Union Loan Agreement) prohibiting the creation or assumption of any Lien
upon its properties or assets, whether now owned or hereafter acquired unless
such agreement permits the granting of Liens to secure the Obligations; provided
that, in connection with any Debt permitted to be existing or incurred under
Section 9.1 which is used to finance the acquisition of an asset and any Lien
securing the payment thereof permitted by this Section 9.2, the acquiring Parent
or Subsidiary may agree that it will not permit any other Liens to encumber the
asset so acquired and additions and accessions thereto and proceeds thereof.
Except as provided herein, in the Senior Note Documents and in the First Union
Loan Agreement, Parent will not permit any Subsidiary to, directly or indirectly
create or otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction of any kind on the ability of such Subsidiary to: (1)
pay dividends or make any other distribution on any of its capital stock; (2)
subject to subordination provisions, pay any Debt owed to Parent or any other
Subsidiary; (3) make loans or advances to Parent or any Subsidiary; or (4)
transfer any of its property or assets to Parent or any Subsidiary; provided,
however, that any Subsidiary may permit such restrictions to exist within a
lease of property (and only with regard to such leased property), restrictions
within agreements to sell assets in a disposition permitted under this Agreement
(and only during the time pending the disposition and with respect to only the
assets being disposed), and restrictions on assets in connection with consensual
Liens that are permitted under this Section 9.2.

         Section 9.3 Mergers, Etc. Parent will not, and will not permit any
Subsidiary to, become a party to a merger or consolidation, or purchase or
otherwise acquire all or a substantial part of the business or assets of any
Person or all or a substantial part of the assets of a division or branch of a
Person or any shares or other evidence of beneficial ownership of any Person, or
wind-up, dissolve, or liquidate itself; provided that the Pending Acquisition
may be consummated on terms acceptable to the Agent; and provided, further that,
if no Default exists or would result therefrom, any Subsidiary other than MSSC
may merge with and into MSSC and any Subsidiary other than MSSC may dissolve or
liquidate if all of its assets have been transferred to MSSC; provided further
that Parent may consummate the repurchases of stock, options and warrants in
accordance with subsection 9.4(c).


CREDIT AGREEMENT - Page 48
<PAGE>   55


         Section 9.4 Restricted Junior Payments. Parent will not, and will not
permit any Subsidiary to, directly or indirectly declare, order, pay, make or
set apart any sum for (i) any dividend or other distribution, direct or
indirect, on account of any shares of any class of its Equity Interests now or
hereafter outstanding; (ii) any redemption, conversion, exchange, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct
or indirect, of any of its Equity Interests now or hereafter outstanding; or
(iii) any payment made to retire, or to obtain the surrender of, any of its
Equity Interests now or hereafter outstanding except:

                (a) Any Subsidiary may make, declare and pay dividends and make
other distributions with respect to their Equity Interests to the extent
necessary to permit each Borrower to pay the Obligations and to pay expenses and
taxes incurred in the ordinary course of business;

                (b) Parent and any Subsidiary may declare and pay dividends on
their common stock payable solely in shares of common stock;

                (c) Parent and each Subsidiary may repurchase its common stock
or any warrants or options to purchase its common stock from its officers and
employees who received such stock or options from an employee stock option or
ownership plan established by Parent and each Subsidiary (including repurchases
arising as a result of the death, disability or termination of any such officers
and employees); provided that (a) the aggregate amount paid for such repurchases
by the Parent and all Subsidiaries in any Fiscal Year does not exceed Five
Hundred Thousand Dollars ($500,000), (b) no Default exists or would result
therefrom, (c) the average daily balances of the sum of the Borrower's cash,
cash equivalents and the Aggregate Borrowing Availability for the thirty (30)
day period prior to the date of the repurchase and calculated as if the
repurchase had occurred on the first (1st) day of such period, shall equal or
exceed Two Million Dollars ($2,000,000), (d) the repurchase is permitted by the
Indenture and the First Union Loan Agreement, and (e) Parent shall have provided
Agent evidence of its compliance with clause (c) preceding on the date of the
proposed repurchase.

         Section 9.5 Investments. Parent will not, and will not permit any
Subsidiary to, make or permit to remain outstanding any advance, loan, extension
of credit, or capital contribution to or investment in any Person, or purchase
or own any stocks, bonds, notes, debentures, or other securities of any Person,
or be or become a joint venturer with or partner of any Person, except:

                (a) Parent and each Subsidiary may own stock of the Subsidiaries
that it owns on the Closing Date and stock to be acquired in connection with the
Pending Acquisition, and Parent and each Subsidiary may repurchase its own stock
in accordance with the restrictions set forth in Section 9.4;

                (b) Parent and each Subsidiary may make loans and enter into
Guarantees, in each case, as permitted by subsection 9.1(c);

                (c) readily marketable direct obligations of the United States
of America or any agency thereof with maturities of one year or less from the
date of acquisition;

                (d) fully insured certificates of deposit with maturities of one
year or less from the date of acquisition issued by any commercial bank
operating in the United States of America having capital and surplus in excess
of Fifty Million Dollars ($50,000,000);

                (e) commercial paper maturing not more than 90 days after the
date of acquisition, issued by a corporation (other than an Affiliate of the
Parent) organized and in existence under the laws of the United States of
America or any foreign country recognized by the United States of America with a
rating at the time as of which any investment therein is made of "P-1" (or
higher) according to Moody's


CREDIT AGREEMENT - Page 49
<PAGE>   56


Investors Service, Inc. or "A-1" (or higher) according to Standard and Poor's
Rating Service or securities with maturities of six months or less from the date
of acquisition issued or fully guaranteed by any state, commonwealth or
territory of the United States of America, or by any political subdivision or
taxing authority thereof, and rated at least "A" by Standard and Poor's Rating
Service or "A" by Moody's Investors Service, Inc.;

                (f) loans and advances to employees for business expenses
incurred in the ordinary course of business not to exceed Three Hundred Thousand
Dollars ($300,000) in the aggregate for the Parent and all Subsidiaries at any
time outstanding;

                (g) existing investments described on Schedule 9.5 hereto;

                (h) Parent and the Subsidiaries may acquire and own any notes,
stocks, bonds, or other equity securities of any Person received in connection
with (i) the sale of assets permitted by subsection 9.8 (e), (ii) the bankruptcy
or reorganization of suppliers and customers and (iii) the settlement of
delinquent obligations of, and disputes with, customers and suppliers arising in
the ordinary course of business;

                (i) Parent and the Subsidiaries may make extensions of trade
credit in the ordinary course of business; and

                (j) any advance, loan or extension of credit by a Borrower which
may arise in connection with the performance under Hedging Agreements entered
into to enable to fix or limit its interest expense or to limit its market risk
of holding currency or a commodity in either the cash or futures markets.

         Section 9.6 Limitation on Issuance of Capital Stock. Parent will not
permit any Subsidiary to at any time issue, sell, assign, or otherwise dispose
of (a) any of its Equity Interests, (b) any securities exchangeable for or
convertible into or carrying any rights to acquire any of its Equity Interests,
or (c) any option, warrant, or other right to acquire any of its Equity
Interests.

         Section 9.7 Transactions With Affiliates. Parent will not, and will not
permit any Subsidiary to, enter into any transaction, including, without
limitation, the purchase, sale, or exchange of property or the rendering of any
service, with any Affiliate of Parent or any Subsidiary, except in the ordinary
course of and pursuant to the reasonable requirements of its business and upon
fair and reasonable terms no less favorable to it than would be obtained in a
comparable arms-length transaction with a Person not one of its Affiliates,
except that (a) Parent and each Subsidiary may enter into transactions with each
other to the extent not otherwise prohibited hereby, (b) Parent and the
Subsidiaries may enter into the transactions described on Schedule 9.7, and (c)
Parent may pay management fees to Richmont Capital Partners I, L.P. in an amount
not to exceed Five Hundred Thousand Dollars ($500,000) per Fiscal Year if (i) no
Default exists or would result therefrom, (ii) the average daily balances of the
sum of Borrowers' cash, cash equivalents and the Aggregate Borrowing
Availability for the thirty (30) day period prior to the payment of any portion
of such fee and calculated as if the actual amount of such fee so paid had been
paid on the first (1st) day of such period, shall equal or exceed One Dollars
($1.00), (iii) such fees are permitted to be paid under the Indenture, and (iv)
Parent shall have provided Agent evidence of its compliance with the preceding
clause (ii) on the date of each such payment.

         Section 9.8 Disposition of Assets. Parent will not, and will not permit
any Subsidiary to, sell, lease, assign, transfer, or otherwise dispose of any of
its assets, except (a) dispositions of inventory in the ordinary course of
business; (b) dispositions of assets reasonably and in good faith determined by
Parent and each Subsidiary to be obsolete or no longer necessary to its
business; (c) licenses, sublicenses, leases



CREDIT AGREEMENT - Page 50
<PAGE>   57


and subleases of intellectual property, general intangibles, or other property
(other than Receivables), in each case in the ordinary course of business, that
do not materially interfere with the business of Parent or any Subsidiary; (d)
the sale, lease or other disposition of assets of a Subsidiary (other than MSSC)
to another Subsidiary; and (e) the disposition of assets (other than
Receivables, inventory and the stock of Subsidiaries), in addition to those set
forth in clauses (a) through (d) above, if all the following conditions are
satisfied: (i) the aggregate sale price of the assets of the Parent and all
Subsidiaries disposed of in any Fiscal Year does not exceed Five Hundred
Thousand Dollars ($500,000); (ii) no Default exists or would result therefrom;
and (iii) the consideration received is at least equal to the fair market value
of such assets and is not required to be utilized to purchase the Senior
Subordinated Notes in accordance with the Indenture. Parent agrees to deliver to
Agent, simultaneously with the Compliance Certificate delivered pursuant to
Section 8.1(c) as of the end of each Fiscal Quarter, a listing of all assets
disposed of during such Fiscal Quarter if the aggregate amount of the assets
disposed of during such Fiscal Quarter equaled or exceeded One Hundred Thousand
Dollars ($100,000).

         Section 9.9 Sale and Leaseback. Parent will not, and will not permit
any Subsidiary to, enter into any arrangement with any Person pursuant to which
it leases from such Person real or personal property that has been or is to be
sold or transferred, directly or indirectly, by it to such Person; provided that
Parent or any Subsidiary may lease the real properties that are located in
California and Arizona and being leased as of the Closing Date and the real
properties owned as of the Closing Date and located in Canton, Massachusetts and
Charlotte, North Carolina, which Parent contemplates selling and leasing back.

         Section 9.10 Lines of Business. Parent will not, and will not permit
any Subsidiary to, engage in any line or lines of business activity other than
the businesses in which they are engaged on the date hereof and any business
related, ancillary or complementary to such businesses.

         Section 9.11 Prepayment of Debt. Parent will not, and will not permit
any Subsidiary to prepay, optionally redeem or repurchase any Debt other than
the Obligations.

         Section 9.12 First Union Loan Agreement. Except as permitted under the
Intercreditor Agreement, Parent will not amend or modify the terms of the First
Union Loan Agreement.

         Section 9.13 Modifications to Senior Note Documents. Parent will not
change or amend the terms of the Senior Note Documents if the effect of such
amendment is to: (a) increase the interest rate on the Senior Subordinated
Notes; (b) shorten the time of payments of principal or interest due under the
Senior Note Documents; (c) change any event of default or any covenant to a
materially more onerous or restrictive provision; (d) change the subordination
provisions thereof (or the subordination terms of any guaranty thereof) in a
manner adverse to Agent or any Bank as senior creditors or the interests of the
Banks under this Agreement or any other Loan Document in any respect; or (e)
change or amend any other term of any Senior Note Document in a manner
materially adverse to Agent or any Bank as senior creditors or the interests of
the Banks under this Agreement or any other Loan Document in any respect; or (f)
in any manner amend any term of any Senior Note Document relating to the
prohibition of the creation or assumption of any Lien upon the properties or
assets of Parent or any Subsidiary or relating to the prohibition of creation,
existence or effectiveness of any consensual encumbrance or restriction of any
kind on the ability of any Subsidiary to (i) pay dividends or make any other
distribution; (ii) subject to subordination provisions, pay any Debt owed to
Parent or any Subsidiary, (iii) make loans or advances to Parent or any
Subsidiary, or (iv) transfer any of its property or assets to Parent or any
Subsidiary.

         Section 9.14 Designation of Senior Debt. Parent will not designate any
Debt as "Designated Senior Indebtedness" (as defined in the Indenture).



CREDIT AGREEMENT - Page 51
<PAGE>   58


                                   ARTICLE 10

                               Financial Covenants


         Parent covenants and agrees that, as long as the Obligations or any
part thereof are outstanding or Agent or any Bank has any commitment hereunder,
Parent will perform and observe the following financial covenants:

         Section 10.1 Minimum Fixed Charges Coverage Ratio. Parent shall not
permit the ratio of its Modified EBITDA to its Fixed Charges calculated as of
the last day of each Fiscal Quarter, beginning with the Fiscal Quarter ended
March 31, 2001, for the four (4) Fiscal Quarters then ended to be less than 1.00
to 1.00. As used in this Section 10.1 the following terms have the following
meanings:

                  "Modified EBITDA" means, for any period, the total of the
         following for Parent calculated on a consolidated basis without
         duplication: (a) EBITDA MINUS (b) Capital Expenditures.

                  "Fixed Charges" means, for any period, the total of the
         following for Parent calculated on a consolidated basis without
         duplication: (a) scheduled amortization of Debt plus (b) CASH interest
         expense plus (c) cash taxes.

         Section 10.2 Maximum Debt to EBITDA Ratio. As of the last day of each
Fiscal Quarter, Parent shall not permit the ratio of (a) the principal amount of
all Debt of the Parent and the Subsidiaries outstanding as of such date
determined on a consolidated basis to (b) the Adjusted EBITDA calculated for the
four (4) Fiscal Quarter period ending on the last day of such Fiscal Quarter to
be more than: (i) 7.75 to 1.00 as of the Fiscal Quarter ending on June 30, 2000;
(ii) 6.50 to 1.00 as of the Fiscal Quarter ending on September 30, 2000; (iv)
6.00 to 1.00 as of the Fiscal Quarter ending December 31, 2000 and for each
Fiscal Quarter thereafter. As used in this Section 10.2, the following terms
have the following meanings:

                  "Adjusted EBITDA" means, for any period, (a) Parent's
         consolidated EBITDA plus (b) for calculations including the Fiscal
         Quarter ending September 30, 1999, $10,452,000, plus (c) for
         calculations including the Fiscal Quarter ending December 31, 1999,
         $11,420,000, plus (d) at any time after the Pending Acquisition is
         consummated, an amount equal to the lesser of (i) the actual
         consolidated EBITDA for companies acquired in the Pending Acquisition
         or (ii) $1,000,000, in each case under this clause (d) for each Fiscal
         Quarter (or a pro-rated portion thereof for partial Fiscal Quarters)
         that is included in the measurement period for Adjusted EBITDA but that
         is before the Pending Acquisition is consummated.

         Section 10.3 Deleted

         Section 10.4 Minimum Interest Coverage Ratio. As of the last day of
each Fiscal Quarter during the periods set forth below, Parent shall not permit
the ratio of its EBITDA to its consolidated cash interest expense both
calculated for the period since January 1, 2000, then ended or, if 4 Fiscal
Quarters or more have elapsed since January 1, 2000, then for the four (4)
Fiscal Quarters then ended, to be less than the ratio set forth below for such
period:


CREDIT AGREEMENT - Page 52
<PAGE>   59


<TABLE>
<CAPTION>
              ==================================================== ======================================
                                 Period Ending                                     Ratio
              ---------------------------------------------------- --------------------------------------
<S>                                                                <C>
              April 1, 2000, through June 30, 2000                             1.00 to 1.00
              ---------------------------------------------------- --------------------------------------
              July 1, 2000, through September 30, 2000                         1.50 to 1.00
              ---------------------------------------------------- --------------------------------------
              October 1, 2000, through December 31, 2000                       1.60 to 1.00
              ---------------------------------------------------- --------------------------------------
              Each quarter end beginning January 1, 2001, and
              through Termination Date                                         1.75 to 1.00
              ==================================================== ======================================
</TABLE>

         Section 10.5 Minimum EBITDA. As of the last day of each Fiscal Quarter
during the periods set forth below, Parent shall cause its EBITDA calculated for
the period since January 1, 2000, then ended or, if 4 Fiscal Quarters or more
have elapsed since January 1, 2000, then for the four (4) Fiscal Quarters then
ended, to be not less than the amount set forth below opposite the applicable
period:

<TABLE>
<CAPTION>
              ==================================================== ======================================
                                 Period Ending                                    Amount
              ---------------------------------------------------- --------------------------------------
<S>                                                                <C>
              January 1, 2000, through March 31, 2000                           $5,400,000
              ---------------------------------------------------- --------------------------------------
              April 1, 2000, through June 30, 2000                              $14,400,000
              ---------------------------------------------------- --------------------------------------
              July 1, 2000, through September 30, 2000                          $29,700,000
              ---------------------------------------------------- --------------------------------------
              October 1, 2000, through December 31, 2000                        $45,000,000
              ---------------------------------------------------- --------------------------------------
              January 1, 2001, through March 31, 2001                           $46,000,000
              ---------------------------------------------------- --------------------------------------
              April 1, 2001 through Termination Date                            $47,000,000
              ---------------------------------------------------- --------------------------------------
</TABLE>

         Section 10.6 Capital Expenditure Limits. Parent shall not, and shall
not permit any Subsidiary to, make or incur Capital Expenditures during each
period set forth in the table below in excess of an aggregate amount for Parent
and all Subsidiaries equal to the applicable Capital Expenditure Limit for such
period. The term "Capital Expenditure Limit" means, for each period set forth in
the table below, the sum of (a) the Dollar amount set forth in the table below
opposite the applicable period (such Dollar amount as set forth for each such
period herein the "Yearly Limit") plus (b) One Hundred percent (100%) of the
portion of the Yearly Limit from the immediately preceding period which was not
expended by Parent and the Subsidiaries in such preceding period (the amount
calculated for any period under this clause (b), herein the "Carryover Amount").
In calculating compliance with this Section 10.6, (a) Capital Expenditures made
in a period shall first be debited against the Yearly Limit for such period then
debited against the Carryover Amount carried into such period, if any, from the
preceding period pursuant to this Section 10.6, and (b) the aggregate amount of
all payments due under a Capital Lease Obligation for the entire term thereof
(excluding, however, the interest portion of capitalized lease payments) shall
be considered expended in full on the date that the Capital Lease Obligation is
entered into.

<TABLE>
<CAPTION>
=================================================== ===============================
                      Period                                    Amount
--------------------------------------------------- -------------------------------
<S>                                                 <C>
Calendar year ending December 31 2000                         $7,000,000
--------------------------------------------------- -------------------------------
Each Fiscal Year thereafter                                   $7,500,000
=================================================== ===============================
</TABLE>


CREDIT AGREEMENT - Page 53
<PAGE>   60


                                   ARTICLE 11

                                     Default


         Section 11.1 Events of Default. Each of the following shall be deemed
an "Event of Default":

                (a) The Borrowers shall fail to pay (i) when due any principal,
Reimbursement Obligation, interest or fees payable under any Loan Document or
any part thereof; and (ii) within five (5) Business Days after the date Parent
receives written notice of the failure to pay when due any other Obligation or
any part thereof.

                (b) Any representation, warranty or certification made or deemed
made by any Borrower or any Obligated Party (or any of their respective
officers) in any Loan Document or in any certificate, report, notice, or
financial statement furnished at any time in connection with any Loan Document
shall be false, misleading, or erroneous in any material respect when made or
deemed to have been made.

                (c) Any Borrower shall fail to perform, observe, or comply with
any covenant, agreement, or term contained in Article 9 or Article 10 of this
Agreement or Article IV of the Security Agreement or of any section of the
Lockbox Agreements.

                (d) Any Borrower shall fail to perform, observe or comply with
any covenant, agreement or term contained in clauses (a) through (f), (i), (j)
and (l) of Section 8.1 of this Agreement. Any Borrower shall fail to perform,
observe or comply with any covenant, agreement or term contained in clauses (g)
(h), (k), and (m) of Section 8.1 of this Agreement and such failure shall
continue for five (5) Business Days.

                (e) Any Borrower or any Obligated Party shall fail to perform,
observe, or comply with any other covenant, agreement, or term contained in any
Loan Document (other than covenants to pay the Obligations and the covenants
described in subsections 11.1(c) and (d)) and such failure shall continue for a
period of ten (10) Business Days after the earlier of (i) the date the Agent or
any Bank provides Parent with notice thereof or (ii) the date Parent should have
notified the Agent thereof in accordance with subsection 8.1(i) hereof.

                (f) Any Borrower, any Subsidiary or any Obligated Party shall
(i) apply for or consent to the appointment of, or the taking of possession by,
a receiver, custodian, trustee, examiner, liquidator or the like of itself or of
all or a substantial part of its property, (ii) make a general assignment for
the benefit of its creditors, (iii) commence a voluntary case under the United
States Bankruptcy Code (as now or hereafter in effect, the "Bankruptcy Code"),
(iv) institute any proceeding or file a petition seeking to take advantage of
any other law relating to bankruptcy, insolvency, reorganization, liquidation,
dissolution, winding-up, or composition or readjustment of debts, (v) fail to
controvert in a timely and appropriate manner, or acquiesce in writing to, any
petition filed against it in an involuntary case under the Bankruptcy Code, (vi)
admit in writing its inability to, or be generally unable to pay its debts as
such debts become due, or (vii) take any corporate action for the purpose of
effecting any of the foregoing.

                (g) A proceeding or case shall be commenced, without the
application, approval or consent of any Borrower, any Subsidiary or any
Obligated Party, in any court of competent jurisdiction, seeking (i) its
reorganization, liquidation, dissolution, arrangement or winding-up, or the
composition or readjustment of its debts, (ii) the appointment of a receiver,
custodian, trustee, examiner, liquidator or the like of such Borrower,
Subsidiary or Obligated Party or of all or any substantial part of its property,
or (iii) similar relief in respect of such Borrower, Subsidiary or Obligated
Party under any law relating to bankruptcy, insolvency, reorganization,
winding-up, or composition or adjustment of debts, and such proceeding or case
shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and in
effect, for a period of sixty (60) or more days; or an order for relief against
any Borrower, any Subsidiary or any Obligated Party shall be entered in an
involuntary case under the Bankruptcy Code.


CREDIT AGREEMENT - Page 54
<PAGE>   61


                (h) Any Borrower, any Subsidiary or any Obligated Party shall
fail to discharge (or obtain a stay of execution of) within a period of thirty
(30) days after the commencement thereof any attachment (other than the
attachment existing as of the Closing Date and related to the Monroe
Litigation), sequestration, forfeiture, or similar proceeding or proceedings
involving an aggregate amount in excess of Five Hundred Thousand Dollars
($500,000) against any of its assets or properties.

                (i) A final judgment with respect to the Monroe Litigation that
is materially different from the negotiating range set forth in Schedule 1.1(b)
or any other final judgment or judgments for the payment of money in excess of
Five Hundred Thousand Dollars ($500,000) in the aggregate shall be rendered by a
court or courts against any Borrower, any Subsidiary or any Obligated Party and
the same shall not be discharged (or provision shall not be made for such
discharge), or a stay of execution thereof shall not be procured, within thirty
(30) days from the date of entry thereof and the relevant Borrower, Subsidiary
or Obligated Party shall not, within said period of thirty (30) days, or such
longer period during which execution of the same shall have been stayed, appeal
therefrom and cause the execution thereof to be stayed during such appeal.

                (j) Any Borrower, any Subsidiary or any Obligated Party shall
fail to pay when due any principal of or interest on any Debt if the aggregate
principal amount of the affected Debt equals or exceeds One Million Dollars
($1,000,000) (other than the Obligations), or the maturity of any such Debt
shall have been accelerated, or any such Debt shall have been required to be
prepaid prior to the stated maturity thereof or any event shall have occurred
with respect to any such Debt that permits any holder or holders of such Debt or
any Person acting on behalf of such holder or holders to accelerate the maturity
thereof or require any such prepayment. Without limiting the generality of the
foregoing, the occurrence of an event of default under the terms of the Senior
Note Documents or the First Union Loan Agreement.

                (k) This Agreement shall cease to be in full force and effect or
shall be declared null and void or the validity or enforceability thereof shall
be contested or challenged by any Borrower, any Subsidiary or any Obligated
Party or any Borrower, any Subsidiary or any Obligated Party shall deny that it
has any further liability or obligation under any of the Loan Documents, or any
lien or security interest created by the Loan Documents shall for any reason
(other than the negligence of the Agent or the release thereof in accordance
with the Loan Documents) cease to be a valid, first priority (other than as a
result of the Liens permitted to have priority under Section 9.2) perfected
(other than as may result because of the provisions of Section 8.10) security
interest in and lien upon any of the Collateral purported to be covered thereby.

                (l) Any of the following events shall occur or exist with
respect to any Borrower or any ERISA Affiliate: (i) any Prohibited Transaction
involving any Plan; (ii) any Reportable Event with respect to any Plan; (iii)
the filing under Section 4041 of ERISA of a notice of intent to terminate any
Plan or the termination of any Plan; (iv) any event or circumstance that might
constitute grounds entitling the PBGC to institute proceedings under Section
4042 of ERISA for the termination of, or for the appointment of a trustee to
administer, any Plan, or the institution by the PBGC of any such proceedings; or
(v) complete or partial withdrawal under Section 4201 or 4204 of ERISA from a
Multiemployer Plan or the reorganization, insolvency, or termination of any
Multiemployer Plan; and in each case above, such event or condition, together
with all other events or conditions, if any, have subjected or could in the
reasonable opinion of Required Banks subject any Borrower to any tax, penalty,
or other liability to a Plan, a Multiemployer Plan, the PBGC, or otherwise (or
any combination thereof) which in the aggregate exceed or could reasonably be
expected to exceed Five Hundred Thousand Dollars ($500,000).

                (m) A Change of Control shall occur. As used in this clause (m),
the following terms have the following meanings:


CREDIT AGREEMENT - Page 55
<PAGE>   62


                "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any Preferred Stock, but excluding any debt securities convertible
into such equity.

                "Change of Control" means the occurrence of any of the following
events:

                     (i) the Permitted Holders either (x) cease to be the
                "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
                the Exchange Act), directly or indirectly, of at least 35% of
                the aggregate of the total voting power of the Voting Stock of
                the Parent, whether as a result of issuance of securities of the
                Parent, any merger, consolidation, liquidation or dissolution of
                the parent, any direct or indirect transfer of securities by any
                Permitted Holder or otherwise, or (y) do not have the right or
                ability by voting power, contract or otherwise to elect or
                designate for election a majority of the Board of Directors (for
                purposes of this clause (i), the Permitted Holders shall be
                deemed to own beneficially any Voting Stock of an entity (the
                "specified entity") held by any other entity (the "parent
                entity") so long as the Permitted Holders beneficially own (as
                so defined), directly or indirectly, in the aggregate a majority
                of the voting power of the Voting Stock of the parent entity);

                     (ii) (x) any "person" (as such term is used in Sections
                13(d) and 14(d) of the Exchange Act), other than one or more
                Permitted Holders, is or becomes the beneficial owner (as
                defined in clause (i) above, except that such person shall be
                deemed to have "beneficial ownership" of all shares that any
                such person has the right to acquire, whether such right is
                exercisable immediately or only after the passage of time),
                directly or indirectly, of more than 35% of the total voting
                power of the Voting Stock of the Parent and (y) the Permitted
                Holders "beneficially own" (as defined in clause (i) above),
                directly or indirectly, in the aggregate a lesser percentage of
                the total voting power of the Voting Stock of the Parent than
                such other Person and do not have the right or ability by voting
                power, contract or otherwise to elect or designate for election
                a majority of the Board of Directors (for the purposes of this
                clause ii), such other Person shall be deemed to own
                beneficially any Voting Stock of a specified corporation held by
                a parent corporation, if such other person "beneficially owns"
                (as defined in this clause (ii)), directly or indirectly, more
                than 35% of the voting power of the Voting Stock of such parent
                corporation and the Permitted Holders "beneficially own" (as
                defined in clause (i) above), directly or indirectly, in the
                aggregate a lesser percentage of the voting power of the Voting
                Stock of such parent corporation and do not have the right or
                ability by voting power, contract or otherwise to elect or
                designate for election a majority of the board of directors of
                such parent corporation); or

                     (iii) during any period of two consecutive years,
                individuals who at the beginning of such period constituted the
                Board of Directors (together with any new directors whose
                election by such Board of Directors or whose nomination for
                election by the shareholders of the Parent was approved by a
                vote of a majority of the directors of the Parent then still in
                office who were either directors at the beginning of such period
                or whose election or nomination for election was previously so
                approved) cease for any reason to constitute a majority of the
                Board of Directors then in office.


CREDIT AGREEMENT - Page 56
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                "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                "Management Stockholders" means Ronald D. Pedersen, Gary R.
Guffey and Bruce A. Butler.

                "Permitted Holders" means Richmont Enterprises LLC, a Delaware
limited liability company controlled by certain Affiliates of Richmont Capital
Partners I, L.P., a Delaware limited partnership, JR Investment Corp., a
Delaware corporation (including John P. Rochon and the other current
stockholders of JR Investment Corp.), MS Acquisition Limited, a Delaware limited
partnership, the Management Stockholders and any of their respective Affiliates
(including any Person owned or controlled by any such Person, any member of any
such Person's family, any trust for the benefit of any such Person (or a member
of his family) or any Person owned or controlled by any of the foregoing) and
any Person acting in the capacity of an underwriter in connection with a public
or private offering of the Parent's Capital Stock.

                "Preferred Stock", as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

                "Voting Stock" of a Person means all classes of Capital Stock of
such Person then outstanding that normally entitle the holders of such interests
to participate in the management or to elect those participating in the
management of such Person.

                (n) A change shall occur in the financial condition of any
Borrower or in the value of the Collateral, which does, or would reasonably be
expected to, have a Material Adverse Effect.

                (o) Parent shall, without the written consent of Required Banks,
enter into a settlement agreement with respect to the Monroe Litigation in which
Parent or any Subsidiary or Obligated Party agrees to pay amounts with a net
present value materially different from the negotiating range set forth in
Schedule 1.1(b).

         Section 11.2 Remedies. If any Event of Default shall occur and be
continuing, the Agent may (and if directed by Required Banks, shall) do any one
or more of the following:

                (a) Acceleration. By notice to Parent, declare all outstanding
principal of and accrued and unpaid interest on the Notes and all other amounts
payable by the Borrowers under the Loan Documents immediately due and payable,
and the same shall thereupon become immediately due and payable, without further
notice, demand, presentment, notice of dishonor, notice of acceleration, notice
of intent to accelerate, protest, or other formalities of any kind, all of which
are hereby expressly waived by each Borrower.

                (b) Termination of Commitments. Terminate the Commitments,
including, without limitation, the obligation of the Agent to issue Letters of
Credit, without notice to any Borrower.

                (c) Judgment. Reduce any claim to judgment.

                (d) Foreclosure. Foreclose or otherwise enforce any Lien granted
to the Agent for the benefit of itself and the Banks to secure payment and
performance of the Obligations in accordance with the terms of the Loan
Documents.


CREDIT AGREEMENT - Page 57
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                (e) Rights. Exercise any and all rights and remedies afforded by
the laws of the State of New York or any other jurisdiction, by any of the Loan
Documents, by equity, or otherwise.

Provided, however, that upon the occurrence of an Event of Default under
subsections 11.1(f) or (g) hereof, the Commitments of all of the Banks shall
automatically terminate (including, without limitation, the obligation of the
Agent to issue Letters of Credit), and the outstanding principal of and accrued
and unpaid interest on the Notes and all other amounts payable by the Borrowers
under the Loan Documents shall thereupon become immediately due and payable
without notice, demand, presentment, notice of dishonor, notice of acceleration,
notice of intent to accelerate, protest, or other formalities of any kind, all
of which are hereby expressly waived by each Borrower.

         Section 11.3 Cash Collateral. If an Event of Default shall have
occurred and be continuing each Borrower shall, if requested by the Agent or
Required Banks, pledge to the Agent as security for the Obligations an amount in
immediately available funds equal to the then outstanding Letter of Credit
Liabilities, such funds to be held in a cash collateral account at the Agent
without any right of withdrawal by any Borrower.

         Section 11.4 Performance by the Agent. If any Borrower shall fail to
perform any covenant or agreement in accordance with the terms of the Loan
Documents, the Agent may, at the direction of Required Banks, perform or attempt
to perform such covenant or agreement on behalf of such Borrower. In such event,
each Borrower, jointly and severally, shall, at the request of the Agent,
promptly pay any amount expended by the Agent or the Banks in connection with
such performance or attempted performance to the Agent at the Principal Office,
together with interest thereon at the applicable Default Rate from and including
the date of such expenditure to but excluding the date such expenditure is paid
in full. Notwithstanding the foregoing, it is expressly agreed that neither the
Agent nor any Bank shall have any liability or responsibility for the
performance of any obligation of any Borrower under any Loan Document. Under the
terms of certain of the agreements entered into in accordance with subsection
6.1(g), Agent may be obligated to pay certain amounts to the financial
institutions party thereto from time to time, including without limitations,
fees owed to such financial institutions arising from their lock box and other
deposit account services and amounts sufficient to reimburse such financial
institutions for the amount of any item deposited in the related account which
is returned unpaid. Also, under the terms of Section 2.22 of the Intercreditor
Agreement, Agent may be obligated to pay certain amounts to First Union National
Bank with respect to overdrafts in payroll accounts. In the event Agent is
required to pay any such amounts, Agent shall notify Parent and the Borrowers
shall promptly pay, jointly and severally, any amount so expended by Agent to
the Agent at the Principal Office, together with interest at the Default Rate
from and including the date of such expenditure to but excluding the date that
such expenditure is paid in full and if any Borrower fails to make such payment,
Agent shall have the option of automatically making a Loan in the amount so
expended as a Base Rate Account.

         Section 11.5 Setoff. If an Event of Default shall have occurred and be
continuing, each Bank is hereby authorized at any time and from time to time,
without notice to any Borrower (any such notice being hereby expressly waived by
each Borrower), to set off and apply any and all deposits (general, time,
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Bank to or for the credit or the account of any Borrower
against any and all of the obligations of any Borrower now or hereafter existing
under any Loan Document, irrespective of whether or not the Agent or such Bank
shall have made any demand under such Loan Documents and although such
obligations may be unmatured. Each Bank agrees promptly to notify Parent (with a
copy to the Agent) after any such setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and
application. The rights and remedies of each Bank hereunder are in addition to
other rights and remedies (including, without limitation, other rights of
setoff) which such Bank may have.



CREDIT AGREEMENT - Page 58
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         Section 11.6 Continuance of Default. Any Default capable of being
remedied (as determined by the Agent) shall exist and shall continue until Agent
shall have been provided evidence satisfactory to it that such Default has been
remedied. Any Default not capable of being remedied shall exist and shall
continue until waived by the number of Banks required by Section 13.11.

                                   ARTICLE 12

                                    The Agent


         Section 12.1 Appointment, Powers and Immunities. Each Bank hereby
appoints and authorizes The Chase Manhattan Bank to act as its agent hereunder
and under the other Loan Documents (including, without limitation, the
Intercreditor Agreement) with such powers as are specifically delegated to the
Agent by the terms of the Loan Documents, together with such other powers as are
reasonably incidental thereto. Each Bank agrees that upon Agent's execution of
the Intercreditor Agreement it shall be bound by the terms and restrictions set
forth for the Banks in the Intercreditor Agreement, and each Bank hereby
consents to Agent's executing the Intercreditor Agreement on its behalf. Neither
the Agent nor any of its Affiliates, officers, directors, employees, attorneys,
or agents shall be liable for any action taken or omitted to be taken by any of
them hereunder or otherwise in connection with any Loan Document or any of the
other Loan Documents except for its or their own gross negligence or willful
misconduct. Without limiting the generality of the preceding sentence, the
Agent: (i) may treat the payee of any Note as the holder thereof until it
receives written notice of the assignment or transfer thereof signed by such
payee and in form satisfactory to the Agent; (ii) shall have no duties or
responsibilities except those expressly set forth in the Loan Documents, and
shall not by reason of any Loan Document be a trustee or fiduciary for any Bank;
(iii) shall not be required to initiate any litigation or collection proceedings
under any Loan Document except to the extent requested by Required Banks; (iv)
shall not be responsible to the Banks for any recitals, statements,
representations or warranties contained in any Loan Document, or any certificate
or other documentation referred to or provided for in, or received by any of
them under, any Loan Document, or for the value, validity, effectiveness,
enforceability, or sufficiency of any Loan Document or any other documentation
referred to or provided for therein or for any failure by any Person to perform
any of its obligations thereunder; (v) may consult with legal counsel (including
counsel for the Borrowers), independent public accountants, and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants, or experts; and (vi) shall incur no liability under or in respect
of any Loan Document by acting upon any notice, consent, certificate, or other
instrument or writing believed by it to be genuine and signed or sent by the
proper party or parties. As to any matters not expressly provided for by any
Loan Document, the Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder in accordance with instructions signed by
Required Banks, and such instructions of Required Banks and any action taken or
failure to act pursuant thereto shall be binding on all of the Banks; provided,
however, that the Agent shall not be required to take any action which exposes
it to personal liability or which is contrary to any Loan Document or applicable
law.

         Section 12.2 Rights of Agent as a Bank. With respect to its Commitment,
the Loans made by it and the Note issued to it, The Chase Manhattan Bank (and
any successor acting as Agent) in its capacity as a Bank hereunder shall have
the same rights and powers hereunder as any other Bank and may exercise the same
as though it were not acting as the Agent, and the term "Bank" or "Banks" shall,
unless the context otherwise indicates, include the Agent in its individual
capacity. The Agent and its Affiliates may (without having to account therefor
to any Bank) accept deposits from, lend money to, act as trustee under
indentures of, provide merchant banking services to, and generally engage in any
kind of banking, trust, or other business with any Borrower, any Obligated
Party, and any other Person who may do business


CREDIT AGREEMENT - Page 59
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with or own securities of any Borrower or any Obligated Party, all as if it were
not acting as the Agent and without any duty to account therefor to the Banks.

         Section 12.3 Defaults. The Agent shall not be deemed to have knowledge
or notice of the occurrence of a Default (other than the non-payment of
principal of or interest on the Loans or of commitment fees) unless the Agent
has received notice from a Bank or Parent specifying such Default and stating
that such notice is a "Notice of Default." In the event that the Agent receives
such a notice of the occurrence of a Default, the Agent shall give prompt notice
thereof to the Banks (and shall give each Bank prompt notice of each such
non-payment). The Agent shall (subject to Section 12.1 hereof) take such action
with respect to such Default as shall be directed by Required Banks, provided
that unless and until the Agent shall have received such directions, the Agent
may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default as it shall seem advisable and in the
best interest of the Banks.

         Section 12.4 Indemnification. THE BANKS HEREBY AGREE TO INDEMNIFY THE
AGENT FROM AND HOLD THE AGENT HARMLESS AGAINST (TO THE EXTENT NOT REIMBURSED
UNDER SECTIONS 13.1 AND 13.2 HERETO, BUT WITHOUT LIMITING THE OBLIGATIONS OF THE
BORROWER UNDER SECTIONS 13.1 AND 13.2 HERETO), RATABLY IN ACCORDANCE WITH THEIR
RESPECTIVE COMMITMENT PERCENTAGES, ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, DEFICIENCIES, SUITS, COSTS, EXPENSES
(INCLUDING ATTORNEYS' FEES), AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER
WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE AGENT IN ANY WAY
RELATING TO OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR
OMITTED TO BE TAKEN BY THE AGENT UNDER OR IN RESPECT OF ANY OF THE LOAN
DOCUMENTS; PROVIDED, THAT NO BANK SHALL BE LIABLE FOR ANY PORTION OF THE
FOREGOING TO THE EXTENT CAUSED BY THE AGENT'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE EXPRESS INTENTION OF
THE BANKS THAT THE AGENT SHALL BE INDEMNIFIED HEREUNDER FROM AND HELD HARMLESS
AGAINST ALL OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, DEFICIENCIES, SUITS, COSTS, EXPENSES (INCLUDING ATTORNEYS'
FEES), AND DISBURSEMENTS OF ANY KIND OR NATURE DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RESULTING FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE AGENT.
WITHOUT LIMITING ANY OTHER PROVISION OF THIS SECTION, EACH BANK AGREES TO
REIMBURSE THE AGENT PROMPTLY UPON DEMAND FOR ITS PRO RATA SHARE (CALCULATED ON
THE BASIS OF THE COMMITMENT PERCENTAGES) OF ANY AND ALL OUT-OF-POCKET EXPENSES
(INCLUDING ATTORNEYS' FEES) INCURRED BY THE AGENT IN CONNECTION WITH THE
PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION, AMENDMENT OR
ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS, OR OTHERWISE) OF,
OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER, THE LOAN
DOCUMENTS, TO THE EXTENT THAT THE AGENT IS NOT REIMBURSED FOR SUCH EXPENSES BY
THE BORROWER.

         Section 12.5 Independent Credit Decisions. Each Bank agrees that it has
independently and without reliance on the Agent or any other Bank, and based on
such documentation and information as it has deemed appropriate, made its own
credit analysis of the Borrowers and decision to enter into any Loan Document
and that it will, independently and without reliance upon the Agent or any other
Bank, and based upon such documents and information as it shall deem appropriate
at the time, continue to make its own analysis and decisions in taking or not
taking action under any Loan Document. Except as otherwise specifically set
forth herein, the Agent shall not be required to keep itself informed as to the


CREDIT AGREEMENT - Page 60
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performance or observance by any Borrower or any Obligated Party of any Loan
Document or to inspect the properties or books of any Borrower or any Obligated
Party. Except for notices, reports and other documents and information expressly
required to be furnished to the Banks by the Agent hereunder or under the other
Loan Documents, the Agent shall not have any duty or responsibility to provide
any Bank with any credit or other financial information concerning the affairs,
financial condition or business of any Borrower or any Obligated Party (or any
of their Affiliates) which may come into the possession of the Agent or any of
its Affiliates.

         Section 12.6 Several Commitments. The Commitments and other obligations
of the Banks under any Loan Document are several. The default by any Bank in
making a Loan in accordance with its Commitment shall not relieve the other
Banks of their obligations under any Loan Document. In the event of any default
by any Bank in making any Loan, each non-defaulting bank shall be obligated to
make its Loan but shall not be obligated to advance the amount which the
defaulting Bank was required to advance hereunder. No Bank shall be responsible
for any act or omission of any other Bank.

         Section 12.7 Successor Agent. Subject to the appointment and acceptance
of a successor Agent as provided below, the Agent may resign at any time by
giving notice thereof to the Banks and Parent and the Agent may be removed at
any time by Required Banks if it has breached its obligations under the Loan
Documents. Upon any such resignation or removal, Required Banks will have the
right to appoint a successor Agent with Parent's consent, which shall not be
unreasonably withheld. If no successor Agent shall have been so appointed by
Required Banks and shall have accepted such appointment within thirty (30) days
after the retiring Agent's giving of notice of resignation or the Required
Banks' removal of the retiring Agent, then the retiring Agent may, on behalf of
the Banks, appoint a successor Agent approved by Parent, which approval will not
be unreasonably withheld, which shall be a commercial bank organized under the
laws of the United States of America or any State thereof and having combined
capital and surplus of at least One Hundred Million Dollars ($100,000,000). Upon
the acceptance of its appointment as successor Agent, such successor Agent shall
thereupon succeed to and become vested with all rights, powers, privileges,
immunities, contractual obligation, and duties of the resigning or removed
Agent, including all obligations under any Letters of Credit, and the resigning
or removed Agent shall be discharged from its duties and obligations under the
Loan Documents, including, without limitation, its obligations under all Letters
of Credit. After any Agent's resignation or removal as Agent, the provisions of
this Article 12 shall continue in effect for its benefit in respect of any
actions taken or omitted to be taken by it while it was the Agent.

         Section 12.8 Administrative Fee. The Borrowers agree, jointly and
severally, to pay to the Agent a quarterly administrative fee in an aggregate
amount equal to Ten Thousand Dollars ($10,000), such fee payable on the Closing
Date and on the last day of each Fiscal Quarter thereafter until the Termination
Date.

                                   ARTICLE 13

                                  Miscellaneous


         Section 13.1 Expenses. Each Borrower hereby agrees, jointly and
severally, to pay on demand: (a) all costs and expenses of the Agent arising in
connection with the preparation, negotiation, execution, and delivery of the
Loan Documents, including, without limitation, the fees and expenses of legal
counsel for the Agent; (b) all costs and expenses of the Agent arising in
connection the preparation, negotiation, execution and delivery of any and all
amendments or other modifications to the Loan Documents, including, without
limitation, the fees and expenses of legal counsel for the Agent; (c) all fees,
costs and expenses of the Agent arising in connection with any Letter of Credit,
including the


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Agent's customary fees for amendments, transfers and drawings on Letters of
Credit; (d) all costs and expenses of the Agent in connection with any Default
and the enforcement of any Loan Document, including, without limitation, the
fees and expenses of legal counsel for the Agent; (e) all reasonable fees, costs
and expenses of any Bank (including legal fees and expenses of counsel to any
Bank) arising in connection with an Event of Default; (f) all transfer, stamp,
documentary, or other similar taxes, assessments, or charges levied by any
Governmental Authority in respect of any Loan Document; (g) all costs, expenses,
assessments, and other charges incurred in connection with any filing,
registration, recording, or perfection of any security interest or Lien
contemplated by any Loan Document; and (h) all other costs and expenses incurred
by the Agent in connection with any Loan Document, including, without
limitation, all costs, expenses, and other charges incurred in connection with
any field examination, audit or appraisal in respect of the Borrowing Base, the
Collateral or the records of the Borrowers and the Obligated Parties relating
thereto.

         Section 13.2 Indemnification. EACH BORROWER SHALL, JOINTLY AND
SEVERALLY, INDEMNIFY THE AGENT AND EACH BANK AND EACH AFFILIATE THEREOF AND
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS FROM, AND
HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS,
DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING
ATTORNEYS' FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR
INDIRECTLY ARISE FROM OR RELATE TO (A) ANY BREACH BY ANY BORROWER OR ANY
OBLIGATED PARTY OF ANY REPRESENTATION, WARRANTY, COVENANT, OR OTHER AGREEMENT
CONTAINED IN ANY OF THE LOAN DOCUMENTS, (B) THE PRESENCE, RELEASE, THREATENED
RELEASE, DISPOSAL, REMOVAL, OR CLEANUP OF ANY HAZARDOUS MATERIAL LOCATED ON,
ABOUT, WITHIN, OR AFFECTING ANY OF THE PROPERTIES OR ASSETS OF ANY BORROWER, (C)
THE USE OR PROPOSED USE OF ANY LETTER OF CREDIT OR ANY PAYMENT OR FAILURE TO PAY
WITH RESPECT TO ANY LETTER OF CREDIT, (D) ANY AND ALL TAXES, LEVIES, DEDUCTIONS,
AND CHARGES (OTHER THAN FRANCHISE TAXES AND ANY OTHER TAX OR CHARGE IMPOSED ON
THE INCOME OF SUCH INDEMNIFIED PARTY) IMPOSED ON THE AGENT OR ANY BANK IN
RESPECT OF ANY LETTER OF CREDIT, OR (E) ANY INVESTIGATION, LITIGATION, OR OTHER
PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION,
LITIGATION, OR OTHER PROCEEDING RELATING TO ANY OF THE FOREGOING, THE LOAN
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY; PROVIDED THAT THE PERSON
ENTITLED TO BE INDEMNIFIED UNDER THIS SECTION SHALL NOT BE INDEMNIFIED FROM OR
HELD HARMLESS AGAINST ANY LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES,
JUDGMENTS, DISBURSEMENTS, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES) ARISING
OUT OF OR RESULTING FROM ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. WITHOUT
LIMITING ANY PROVISION OF ANY LOAN DOCUMENT, IT IS THE EXPRESS INTENTION OF THE
PARTIES HERETO THAT EACH PERSON TO BE INDEMNIFIED UNDER THIS SECTION SHALL BE
INDEMNIFIED FROM AND HELD HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES,
CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES
(INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RESULTING FROM THE SOLE OR
CONTRIBUTORY NEGLIGENCE OF SUCH PERSON.

         Section 13.3 Limitation of Liability. None of the Agent, any Bank, or
any Affiliate, officer, director, employee, attorney, or agent thereof shall
have any liability with respect to, and each Borrower and, by the execution of
the Loan Documents to which it is a party, each Obligated Party, hereby waives,
releases, and agrees not to sue any of them upon, any claim for any special,
indirect, incidental, consequential or punitive damages suffered or incurred by
any Borrower or any Obligated Party in


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connection with, arising out of, or in any way related to any of the Loan
Documents, or any of the transactions contemplated by any of the Loan Documents.

         Section 13.4 No Duty. Except as may otherwise be required by Section
13.22, all attorneys, accountants, appraisers, and other professional Persons
and consultants retained by the Agent or any Bank shall have the right to act
exclusively in the interest of the Agent and the Banks and shall have no duty of
disclosure, duty of loyalty, duty of care, or other duty or obligation of any
type or nature whatsoever to any Borrower, any Obligated Party, any of the
Borrowers' shareholders or any other Person.

         Section 13.5 No Fiduciary Relationship. The relationship between the
Borrowers and the Obligated Parties on the one hand and the Agent and each Bank
on the other is solely that of debtor and creditor, and neither the Agent nor
any Bank has any fiduciary or other special relationship with any Borrower or
any Obligated Parties, and no term or condition of any of the Loan Documents
shall be construed so as to deem the relationship between the Borrowers and the
Obligated Parties on the one hand and the Agent and each Bank on the other and
any Bank to be other than that of debtor and creditor.

         Section 13.6 Equitable Relief. Each Borrower recognizes that in the
event any Borrower or any Obligated Party fails to pay, perform, observe, or
discharge any or all of the obligations under the Loan Documents, any remedy at
law may prove to be inadequate relief to the Agent and the Banks. Each Borrower
therefore agrees that the Agent and the Banks, if the Agent or the Required
Banks so request, shall be entitled to temporary and permanent injunctive relief
in any such case without the necessity of proving actual damages.

         Section 13.7 No Waiver; Cumulative Remedies. No failure on the part of
the Agent or any Bank to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power, or privilege under any Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power, or privilege under any Loan Document preclude any other or
further exercise thereof or the exercise of any other right, power, or
privilege. The rights and remedies provided for in the Loan Documents are
cumulative and not exclusive of any rights and remedies provided by law.

         Section 13.8 Successors and Assigns.

                (a) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. No
Borrower may assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Agent and all of the Banks. Any Bank
may sell participations to one or more banks or other institutions, including
any special purpose funding vehicle (a "SPC"), identified as such in writing
from time to time by a Bank, in or to all or a portion of its rights and
obligations under the Loan Documents (including, without limitation, all or a
portion of its Commitment, the Loans owing to it and the Letter of Credit
Liabilities which it has made or in which it has a participating interest);
provided, however, that (i) such Bank's obligations under the Loan Documents
(including, without limitation, its Commitments) shall remain unchanged, (ii)
such Bank shall remain solely responsible to the Borrowers for the performance
of such obligations, (iii) such Bank shall remain the holder of its Notes and
owner of its participation or other interests in Letter of Credit Liabilities
for all purposes of any Loan Document, (iv) the Borrowers shall continue to deal
solely and directly with such Bank in connection with such Bank's rights and
obligations under the Loan Documents, and (v) such Bank shall not sell a
participation that conveys to the participant the right to vote or give or
withhold consents under any Loan Document, other than the right to vote upon or
consent to (1) any increase of such Bank's Commitments, (2) any reduction of the
principal amount of, or interest to be paid on, the Loans or other Obligations
of such Bank, (3) any reduction of any commitment fee, letter of credit fee, or
other amount payable to such Bank under any Loan Document, or (4) any
postponement of any


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date for the payment of any amount payable in respect of the Loans or other
Obligations of such Bank. Each party hereto hereby agrees that no SPC shall be
liable for any indemnity or similar payment obligation under this Agreement (all
liability for which shall remain with the Bank granting the participation). In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPC, it will not institute against, or
join any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the
laws of the United States or any State thereof.

                (b) Each Borrower and each of the Banks agree that any Bank (the
"Assigning Bank") may at any time assign to one or more commercial banks,
savings and loan association, savings bank, finance company, insurance company,
pension fund, mutual fund, or other financial institution (whether a
corporation, partnership, or other entity) (herein an "Eligible Assignee") all,
or a proportionate part of all, of its rights and obligations under the Loan
Documents (including, without limitation, its Commitments and Loans and
participation interests) (each an "Assignee"); provided, however, that (i) each
such assignment shall be of a consistent, and not a varying, percentage of all
of the assigning Bank's rights and obligations under the Loan Documents, (ii)
except in the case of an assignment of all of a Bank's rights and obligations
under the Loan Documents, the amount of the Commitment of the assigning Bank
being assigned pursuant to each assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be
less than Five Million Dollars ($5,000,000), (iii) the parties to each such
assignment shall execute and deliver to the Agent for its acceptance and
recording in the Register (as defined below), an Assignment and Acceptance,
together with the Note subject to such assignment, and a processing and
recordation fee of Three Thousand Dollars ($3,000) payable by the assignor or
assignee (and not any Borrower); and (iv) Parent and the Agent must consent to
such assignment, which consent shall not be unreasonably withheld, with such
consents to be evidenced by Parent's and the Agent's execution of the Assignment
and Acceptance. Upon such execution, delivery, acceptance, and recording, from
and after the effective date specified in each Assignment and Acceptance, which
effective date shall be at least five (5) Business Days after the execution
thereof, or, if so specified in such Assignment and Acceptance, the date of
acceptance thereof by the Agent, (x) the assignee thereunder shall be a party
hereto as a "Bank" and, to the extent that rights and obligations hereunder have
been assigned to it pursuant to such Assignment and Acceptance, have the rights
and obligations of a Bank hereunder and under the Loan Documents and (y) the
Bank that is an assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Loan Documents (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of a Bank's rights and obligations under the Loan
Documents, such Bank shall cease to be a party thereto). Notwithstanding the
foregoing, at no time shall the aggregate amount of the Agent's share of the
Loans and Commitments be less than any other Bank's share of the Loans and
Commitments.

                (c) The Agent shall maintain at its Principal Office a copy of
each Assignment and Acceptance delivered to and accepted by it and a register
for the recordation of the names and addresses of the Banks and the Commitments
of, and principal amount of the Loans owing to and Letter of Credit Liabilities
participated in by, each Bank from time to time (the "Register"). The entries in
the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrowers, the Agent, and the Banks may treat each Person whose
name is recorded in the Register as a Bank hereunder for all purposes under the
Loan Documents. The Register shall be available for inspection by Parent or any
Bank at any reasonable time and from time to time upon reasonable prior notice.

                (d) Upon its receipt of an Assignment and Acceptance executed by
an Assigning Bank and Assignee representing that it is an Eligible Assignee,
together with any Notes subject to such


CREDIT AGREEMENT - Page 64
<PAGE>   71


assignment, the Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit "E" hereto, (i) accept
such Assignment and Acceptance, (ii) record the information contained therein in
the Register, and (iii) give prompt written notice thereof to Parent. Within
five (5) Business Days after its receipt of such notice each Borrower, at their
expense, shall execute and deliver to the Agent in exchange for the surrendered
Note new Notes to the order of such Eligible Assignee in an amount equal to the
Commitment assumed by it pursuant to such Assignment and Acceptance and, if the
assigning Bank has retained a Commitment, a Note to the order of the assigning
Bank in an amount equal to the Commitment retained by it hereunder (each such
promissory note shall constitute a "Note" for purposes of the Loan Documents).
Such new Notes shall be in an aggregate principal amount of the surrendered
Note, shall be dated the effective date of such Assignment and Acceptance, and
shall otherwise be in substantially the form of Exhibit "A" hereto.

                (e) Any Bank may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section,
disclose to the assignee or participant or proposed assignee or participant, any
information relating to any Borrower furnished to such Bank by or on behalf of
such Borrower.

         Section 13.9 Survival. All representations and warranties made in any
Loan Document or in any document, statement, or certificate furnished in
connection with any Loan Document shall survive the execution and delivery of
the Loan Documents and no investigation by the Agent or any Bank or any closing
shall affect the representations and warranties or the right of the Agent or any
Bank to rely upon them. Without prejudice to the survival of any other
obligation of the Borrowers hereunder, the obligations of the Borrowers under
Article 5 hereof and Sections 13.1 and 13.2 hereof shall survive repayment of
the Notes and termination of the Commitments and the Letters of Credit.

         Section 13.10 ENTIRE AGREEMENT. THIS AGREEMENT, THE NOTES, AND THE
OTHER LOAN DOCUMENTS REFERRED TO HEREIN EMBODY THE FINAL, ENTIRE AGREEMENT AMONG
THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES
THERETO.

         Section 13.11 Amendments. No amendment or waiver of any provision of
any Loan Document to which any Borrower is a party, nor any consent to any
departure by any Borrower therefrom, shall in any event be effective unless the
same shall be agreed or consented to by Required Banks and each Borrower and
shall be in compliance with the Intercreditor Agreement, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, that no amendment, waiver, or consent shall
do any of the following: (i) increase the Commitments of any Bank without the
written consent of such Bank, (ii) reduce the principal amount of any Loan or
Reimbursement Obligation or reduce the rate of interest thereon, or reduce any
fees payable hereunder, without the written consent of each Bank affected
thereby, (iii) postpone the scheduled date of payment of the principal amount of
any Loan or Reimbursement Obligation, or any interest thereon, or any fees
payable hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Revolving Commitment, without
the written consent of each Bank affected thereby, (iv) change any of the
provisions of this Section or the definition of "Required Banks" or any other
provision of any Loan Document specifying the number or percentage of Banks
required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Bank or (v) release any Collateral or release any Borrower or any Obligated
Party from liability without the consent of each Bank. Notwithstanding anything
to the


CREDIT AGREEMENT - Page 65
<PAGE>   72


contrary contained in this Section, no amendment waiver, or consent shall be
made with respect to Sections 2.7, Section 4.6 or Article 12 hereof without the
prior written consent of the Agent.

         Section 13.12 Maximum Interest Rate.

                (a) No interest rate specified in any Loan Document shall at any
time exceed the Maximum Rate. If at any time the interest rate (the "Contract
Rate") for any Obligation shall exceed the Maximum Rate, thereby causing the
interest accruing on such Obligation to be limited to the Maximum Rate, then any
subsequent reduction in the Contract Rate for such Obligation shall not reduce
the rate of interest on such Obligation below the Maximum Rate until the
aggregate amount of interest accrued on such Obligation equals the aggregate
amount of interest which would have accrued on such Obligation if the Contract
Rate for such Obligation had at all times been in effect.

                (b) No provision of any Loan Document shall require the payment
or the collection of interest in excess of the maximum amount permitted by
applicable law. If any excess of interest in such respect is hereby provided
for, or shall be adjudicated to be so provided, in any Loan Document or
otherwise in connection with this loan transaction, the provisions of this
Section shall govern and prevail and neither the Borrowers nor the sureties,
guarantors, successors, or assigns of the Borrowers shall be obligated to pay
the excess amount of such interest or any other excess sum paid for the use,
forbearance, or detention of sums loaned pursuant hereto. In the event any Bank
ever receives, collects, or applies as interest any such sum, such amount which
would be in excess of the maximum amount permitted by applicable law shall be
applied as a payment and reduction of the principal of the Obligations; and, if
the principal of the Obligations has been paid in full, any remaining excess
shall forthwith be paid to Parent. In determining whether or not the interest
paid or payable exceeds the Maximum Rate, the Borrowers and each Bank shall, to
the extent permitted by applicable law, (a) characterize any non-principal
payment as an expense, fee, or premium rather than as interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest
throughout the entire contemplated term of the Obligations so that interest for
the entire term does not exceed the Maximum Rate.

         Section 13.13 Notices. All notices and other communications provided
for in any Loan Document to which any Borrower or any Obligated Party is a party
shall be given or made in writing and telecopied, mailed by certified mail
return receipt requested, or delivered to the intended recipient at the "Address
for Notices" specified below its name on the signature pages hereof and, if to
an Obligated Party, at the address for notices for the Borrowers; or, as to any
party at such other address as shall be designated by such party in a notice to
each other party given in accordance with this Section. Except as otherwise
provided in any Loan Document, all such communications shall be deemed to have
been duly given when transmitted by telecopy, subject to telephone confirmation
of receipt, or when personally delivered or, in the case of a mailed notice,
three (3) Business Days after being duly deposited in the mails, in each case
given or addressed as aforesaid; provided, however, notices to the Agent
pursuant to Section 2.7 or 4.3 hereof shall not be effective until received by
the Agent.

         Section 13.14 Governing Law, Etc. This Agreement shall be governed by
and construed in accordance with the laws of the State of New York and the
applicable laws of the United States of America. This Agreement shall be
performable for all purposes in New York City. Any action or proceeding against
any Borrower or any Obligated Party under or in connection with any of the Loan
Documents may be brought in any New York state or federal court in New York
City. Each Borrower (and by its execution of the Loan Documents to which it is a
party, each Obligated Party) hereby irrevocably (a) submits to the nonexclusive
jurisdiction of such courts, and (b) waives any objection it may now or
hereafter have as to the venue of any such action or proceeding brought in any
such court or that any such court is an inconvenient forum. Each Borrower (and
by its execution of the Loan



CREDIT AGREEMENT - Page 66
<PAGE>   73


Documents to which it is a party, each Obligated Party) agrees that service of
process upon it may be made by certified or registered mail, return receipt
requested, at its address specified or determined in accordance with the
provisions of Section 13.13. Nothing herein or in any of the other Loan
Documents shall affect the right of the Agent or any Bank to serve process in
any other manner permitted by law or shall limit the right of the Agent or any
Bank to bring any action or proceeding against any Borrower, any Obligated Party
or any of their respective property in courts in other jurisdictions. Any action
or proceeding by any Borrower or any Obligated Party against the Agent or any
Bank shall be brought only in a court located in New York City.

         Section 13.15 Counterparts. This Agreement may be executed in one or
more counterparts and on telecopy counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same agreement.

         Section 13.16 Severability. Any provision of any Loan Document held by
a court of competent jurisdiction to be invalid or unenforceable shall not
impair or invalidate the remainder of any Loan Document and the effect thereof
shall be confined to the provision held to be invalid or illegal.

         Section 13.17 Headings. The headings, captions, and arrangements used
in this Agreement are for convenience only and shall not affect the
interpretation of this Agreement.

         Section 13.18 Non-Application of Chapter 346 of Texas Finance Code. The
provisions of Chapter 346 of the Texas Finance Code are specifically declared by
the parties hereto not to be applicable to any Loan Documents or to the
transactions contemplated thereby.

         Section 13.19 Construction. Each Borrower, each Obligated Party (by its
execution of the Loan Documents to which its is a party) the Agent and each Bank
acknowledges that each of them has had the benefit of legal counsel of its own
choice and has been afforded an opportunity to review the Loan Documents with
its legal counsel and that the Loan Documents shall be construed as if jointly
drafted by the parties thereto.

         Section 13.20 Independence of Covenants. All covenants under the Loan
Documents shall be given independent effect so that if a particular action or
condition is not permitted by any of such covenants, the fact that it would be
permitted by an exception to, or be otherwise within the limitations of, another
covenant shall not avoid the occurrence of a Default if such action is taken or
such condition exists.

         Section 13.21 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO
ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY OR THE
ACTIONS OF THE AGENT OR ANY BANK IN THE NEGOTIATION, ADMINISTRATION, OR
ENFORCEMENT THEREOF.



CREDIT AGREEMENT - Page 67
<PAGE>   74


         Section 13.22 Confidentiality. Agent and each Bank (each a "Lending
Party") agrees to keep any Designated Information (as defined below) delivered
or made available by any Borrower to it confidential from anyone other than
Persons employed or retained by such Lending Party who are, or are expected to
be, engaged in evaluating, approving, structuring or administering the credit
facility provided herein; provided that nothing herein shall prevent any Lending
Party from disclosing such Designated Information (a) to any other Lending
Party, (b) to any other Person who agrees to be bound by provisions
substantially similar to those contained in this Section if reasonably
incidental to the administration of the credit facility provided herein, (c)
upon the order of any court or administrative agency, (d) upon the request or
demand of any regulatory agency or authority, (e) which had been publicly
disclosed other than as a result of a disclosure by any Lending Party prohibited
by this Agreement, (f) in connection with any litigation to which such Lending
Party or any of its Affiliates may be a party to the extent such information is
necessary in such litigation, (g) to the extent necessary in connection with the
exercise of any remedy hereunder, (h) to such Lending Party's legal counsel and
independent auditors who are made aware of the provisions of this Section 13.22,
(i) to any Affiliate of such Lending Party solely in connection with this
Agreement if such party is made aware of the provisions of this Section 13.22;
and (j) subject to provisions substantially similar to those contained in this
Section, to any actual or proposed participant or assignee of any of its rights
and obligations under the Loan Documents in accordance with the terms hereof.
The term "Designated Information" means any information which has been
designated by Parent in writing as confidential.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                   BORROWERS:

                                   MARKETING SPECIALISTS CORPORATION
                                   MARKETING SPECIALISTS SALES COMPANY


                                   By:
                                      ------------------------------------------
                                      Name:
                                           -------------------------------------
                                       Authorized Officer for all Borrowers


                                   PAUL INMAN ASSOCIATES, INC.
                                   BROMAR, INC.


                                   By:
                                      ------------------------------------------
                                      Name:
                                           -------------------------------------
                                        Authorized Officer for all Borrowers


                                   Address for Notices to any Borrower:

                                   17855 Dallas Parkway, Suite 200
                                   Dallas, Texas  76287
                                   Fax No.:            972-349-6448
                                   Telephone No.:      972-349-____
                                   Attention:          Timothy Byrd


CREDIT AGREEMENT - Page 68
<PAGE>   75



Commitment:                        THE CHASE MANHATTAN BANK,
                                   individually as a Bank and as the Agent

$16,666,666.67
                                   By:
                                       -----------------------------------------
                                       George Louis McKinley
                                       Vice President

                                   Address for Notices:

                                   Asset Based Lending
                                   633 Third Avenue, 7th Floor
                                   New York, New York 10017-6764
                                   Attention:          Credit Deputy
                                   Fax No.:            212-622-5271
                                   Telephone No.:      212-622-5227

                                   Lending Office for Base Rate
                                   Accounts and Libor Accounts:

                                   633 Third Avenue
                                   New York, New York 10017-6764



Commitment:                        CREDIT SUISSE/FIRST BOSTON

$16,666,666.67
                                   By:
                                      ------------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------

                                   Address for Notices:

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

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

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

                                   Attention:
                                   Fax No.:
                                   Telephone No.:

                                   Lending Office for Base Rate
                                   Accounts and Libor Accounts:

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

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

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

CREDIT AGREEMENT - Page 69
<PAGE>   76


Commitment                         FLEET CAPITAL BANK

$16,666,666.66
                                   By:
                                      ------------------------------------------
                                      Name:  Hance VanBeber
                                      Title:  Senior Vice President

                                   Address for Notices:

                                   Fleet Capital Corporation
                                   2711 N. Haskell Avenue
                                   Suite 2100, LB 21
                                   Dallas, Texas  75204
                                   Attention:  Mr. Hance VanBeber
                                   Fax No.:  (214) 828-6530
                                   Telephone No.:  (214) 828-6515

                                   Lending Office for Base Rate
                                   Accounts and Libor Accounts:

                                   2711 N. Haskell
                                   Suite 2100, LB 21
                                   Dallas, Texas  75204




CREDIT AGREEMENT - Page 70
<PAGE>   77


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                 Exhibit                 Description of Exhibit
                 -------                 ----------------------
<S>                                      <C>
                 "A"                     Note
                 "B"                     Compliance Certificate
                 "C"                     Borrowing Base Report
                 "D"                     Security Agreement
                 "E"                     Assignment and Acceptance
                 "F"                     Guaranty Agreement
                 "G"                     Receivables Report
</TABLE>



                               INDEX TO SCHEDULES

<TABLE>
<CAPTION>
                 Schedule                Description of Schedule
                 --------                -----------------------
<S>                                      <C>
                 1.1(a)                  Previous Senior Debt
                 1.1(b)                  Monroe Litigation
                 7.9                     Debt Levels
                 7.14                    List of Subsidiaries
                 9.1                     Debt
                 9.2                     Existing Liens
                 9.5                     Existing Investments
                 9.7                     Permitted Affiliate Transactions
</TABLE>


INDEX TO EXHIBITS AND SCHEDULES, Solo Page
<PAGE>   78


                                   EXHIBIT "A"
                                       TO
                        MARKETING SPECIALISTS CORPORATION
                                CREDIT AGREEMENT


                                      Note


Exhibit "A", Cover Page
<PAGE>   79



                                      NOTE


$______________                                                      __, 20_

         FOR VALUE RECEIVED, the undersigned, MARKETING SPECIALISTS CORPORATION,
a Delaware corporation, PAUL INMAN ASSOCIATES, INC., a Michigan corporation,
MARKETING SPECIALISTS SALES COMPANY, a Texas corporation, and BROMAR, INC., a
California corporation (collectively, the "Borrowers"), hereby promise, jointly
and severally, to pay to the order of _______________ (the "Bank"), at Agent's
Principal Office, in lawful money of the United States of America and in
immediately available funds, the principal amount of ___________________________
and No/100 Dollars ($_____________) or such lesser amount as shall equal the
aggregate unpaid principal amount of the Loans made by the Bank to the Borrowers
under the Credit Agreement referred to below, on the dates and in the principal
amounts provided in the Credit Agreement, and to pay interest on the unpaid
principal amount of each such Loan, at such office, in like money and funds, for
the period commencing on the date of such Loan until such Loan shall be paid in
full, at the rates per annum and on the dates provided in the Credit Agreement.

         The Borrowers hereby authorize the Bank to record in its records the
amount of each Loan and Type of Accounts established under each Loan and all
Continuations, Conversions and payments of principal in respect thereof, which
records shall, in the absence of manifest error, constitute prima facie evidence
of the accuracy thereof; provided, however, that the failure to make such
notation with respect to any such Loan or payment shall not limit or otherwise
affect the obligations of the Borrowers under the Credit Agreement or this Note.

         This Note is one of the Notes referred to in the Credit Agreement dated
as of March 30, 2000, among the Borrowers, the Bank, the other banks party
thereto (the "Banks"), and THE CHASE MANHATTAN BANK as agent for the Banks (in
such capacity, the "Agent" and such Credit Agreement, as the same may be amended
or otherwise modified from time to time, being referred to herein as the "Credit
Agreement"), and evidences Loans made by the Bank thereunder. The Credit
Agreement, among other things, contains provisions for acceleration of the
maturity of this Note upon the happening of certain stated events and for
prepayments of Loans prior to the maturity of this Note upon the terms and
conditions specified in the Credit Agreement. Capitalized terms used in this
Note have the respective meanings assigned to them in the Credit Agreement.

         This Note shall be governed by and construed in accordance with the
laws of the State of New York and the applicable laws of the United States of
America.

         Except for any notices expressly required by the Loan Documents, the
Borrowers and each obligor, surety, guarantor, endorser and other party ever
liable for payment of any sums of money payable on this Note jointly and
severally waive notice, presentment, demand for payment, protest, notice of
protest and non-payment or dishonor, notice of acceleration, notice of intent to
accelerate, notice of intent to demand, diligence in collecting, grace and all
other formalities of any kind, and consent to all extensions without notice for
any period or periods of time and partial payments, before or after maturity,
and any impairment of any collateral securing this Note, all without prejudice
to the holder. The holder shall similarly have the right to deal in any way, at
any time, with one or more of the foregoing parties without notice to any other
party, and to grant any such party any extensions of time for payment of any of
said indebtedness, or to release any such party or to release or substitute part
or all of the collateral securing this Note, or to grant any other indulgences
or forbearances whatsoever, without notice to any other party and without in any
way affecting the personal liability of any party hereunder.


Note, Page 1
<PAGE>   80


                              MARKETING SPECIALISTS CORPORATION
                              PAUL INMAN ASSOCIATES, INC.
                              MARKETING SPECIALISTS SALES COMPANY
                              BROMAR, INC.


                              By:
                                 ----------------------------------------------
                                 Name:
                                      -----------------------------------------
                                      Authorized Officer for all Borrowers


Note, Page 2
<PAGE>   81



                                   EXHIBIT "B"
                                       TO
                        MARKETING SPECIALISTS CORPORATION
                                CREDIT AGREEMENT


                             Compliance Certificate



Exhibit "B", Cover Page
<PAGE>   82


                             COMPLIANCE CERTIFICATE
                                     for the
                        quarter ending ________ __, ____


To:      The Chase Manhattan Bank
         633 Third Avenue, 7th Floor
         New York, New York  10017-6764

         with a copy to

         2200 Ross Avenue, 4th Floor
         Dallas, Texas  75201

         and each Bank

Ladies and Gentlemen:

         This Compliance Certificate (the "Certificate") is being delivered
pursuant to Section 8.1(c) of that certain Credit Agreement (as amended, the
"Agreement") dated as of March 30, 2000 among MARKETING SPECIALISTS CORPORATION
(the "Parent") and certain of its subsidiaries (the "Subsidiaries") and THE
CHASE MANHATTAN BANK, as agent, and the Banks named therein. All capitalized
terms, unless otherwise defined herein, shall have the same meanings as in the
Agreement. All the calculations set forth below shall be made pursuant to the
terms of the Agreement.

         The undersigned, an authorized financial officer of the Parent, does
hereby certify to the Agent and the Banks that:

1.       DEFAULT.

         No Default has occurred and is continuing or if a Default has occurred
         and is continuing, I have described on the attached Exhibit "A" the
         nature thereof and the steps taken or proposed to remedy such Default.

<TABLE>
<CAPTION>
2.                                                                                              Compliance
                                                                                                ----------
<S>          <C>                                                                          <C>     <C>     <C>
        (a)  Annual audited financial statements of Parent and  the                       Yes     No      N/A
             Subsidiaries on a consolidated basis and within 90 days after the
             end of each Fiscal Year.
        (b)  Monthly unaudited financial statements of Parent and the                     Yes     No      N/A
             Subsidiaries on a consolidated basis and within the
             applicable days after each month end.
        (c)  Weekly Receivable Reports each Monday.                                       Yes     No      N/A
        (d)  Monthly Borrowing Base Report 20 days after each month end.                  Yes     No      N/A
        (e)  Annual  projections  within 45 days  after the  beginning  of                Yes     No      N/A
             each Fiscal Year.
</TABLE>

3.      SECTION 9.1 - DEBT

<TABLE>
<S>          <C>                                                            <C>           <C>                 <C>
        No Additional Debt except:
        (a)  Purchase money not to exceed:                                  $3,000,000    Yes                 No
             Actual Outstanding:                                            $________
        (b)  Other Debt not to exceed                                       $2,000,000    Yes                 No
             Actual Outstanding:                                            $________
</TABLE>


Compliance Certificate, Page 1 of 3
<PAGE>   83


4.      SCHEDULE 10.1 - MINIMUM FIXED CHARGES COVERAGE RATIO

<TABLE>
        (a)  EBITDA for last 4 Fiscal Quarters
<S>               <C>                                                                <C>          <C>           <C>
            (i)   Net Income                                                         $
                                                                                      --------
            (ii)  Plus taxes included and interest deducted                          $
                                                                                      --------
            (iii) Plus amortization and depreciation                                 $
                                                                                      --------
            (iv)  Plus other noncash charges not included in (ii) or (iii)           $
                                                                                      --------
            (v)   Minus Capital Expenditures                                         $
                                                                                      --------
            (vi)  EBITDA [4(a)(i) plus 4(a)(ii) plus 4(a)(iii) plus 4(a)(iv)
                  minus 4(a)(v)]                                                     $
                                                                                      --------

        (b)  Scheduled amortization of Debt for last 4 Fiscal Quarters
             plus cash interest plus cash taxes                                      $
                                                                                      --------

        (c)  Actual Fixed Charges Coverage Ratio: 4(a)(vi)) 4(b) =                       :1.00
                                                                                     ---------
        (d)  Minimum Fixed Charges Coverage Ratio:                                       :1.00    Yes           No
                                                                                     ---------
</TABLE>

5.      SECTION 10.2 - MAXIMUM DEBT TO EBITDA RATIO

<TABLE>
<S>          <C>                                                             <C>        <C>                 <C>
        (a)  Adjusted EBITDA
             (i)   EBITDA                                                    $
                                                                              --------
             (ii)  Plus applicable adjustments per Credit Agreement          $
                                                                              --------
             (iii) Adjusted EBITDA                                           $
                                                                              --------

        (b)  Principal amount of consolidated Debt                           $
                                                                              --------

        (c)  Actual Debt to Adjusted EBITDA Ratio:  5(a)(iii)) 5(b) =            :1.00
                                                                             ---------
        (d)  Maximum Debt to Adjusted EBITDA Ratio:                              :1.00  Yes                 No
                                                                             ---------
</TABLE>

6.      SECTION 10.4 - MINIMUM INTEREST COVERAGE RATIO
<TABLE>
<S>                  <C>                                                    <C>        <C>                 <C>
        (a)  EBITDA for applicable period

             (i)     Net Income                                             $
                                                                              --------
             (ii)    Plus taxes included and interest deducted              $
                                                                              --------
             (iii)   Plus amortization and depreciation                     $
                                                                              --------
             (iv)    Plus other noncash charges not included in (ii) or     $
                                                                              --------
                     (iii)                                                  $
                                                                              --------
             (v)     6(a)(i) plus 6(a)(ii) plus 6(a)(iii) plus 6(a)(iv)     $
                                                                              --------
(b)      Consolidated cash interest expense for applicable period

(c)      Actual Interest Coverage Ratio: 6(a)) 6(b) =                           :1.00
                                                                            ----------
(d)      Minimum Interest Coverage Ratio:                                       :1.00  Yes                 No
                                                                            ----------
</TABLE>


COMPLIANCE CERTIFICATES, Page 2 of 3
<PAGE>   84

7.      SECTION 10.5 - MINIMUM EBITDA

<TABLE>
<CAPTION>
<S>          <C>                                                            <C>           <C>                 <C>
        (a)  Minimum Required EBITDA for period                             $________
                                                                                          Yes                 No
        (b)  Actual EBITDA                                                  $________
</TABLE>

8.      SECTION 10.6 - CAPITAL EXPENDITURES LIMIT

<TABLE>
<S>          <C>                                                            <C>           <C>                 <C>
        (a)  Yearly Limit for current Measurement Period                    $________

        (b)  Carryover Amount                                               $________

        (c)  Capital Expenditure Limit: 8(a) plus 8(b)                      $________
                                                                                          Yes                 No
        (d)  Actual Capital Expenditures to date                            $________

        (e)  Carryover Amount (8(a)- 8(d))
                                                                            $________
</TABLE>

9.      SECTION 3.2 - DETERMINATION OF MARGIN AND FEES

<TABLE>
<S>                <C>                                                      <C>
        (a)  Leverage Ratio

           (i)     Non-Subordinated Debt                                    $________
           (ii)    Adjusted EBITDA for last 4 Fiscal Quarters               $________
           (iii)   Leverage Ratio (9(a) divided by 9(a)(ii))                ____:1.00

        (b)  Set forth below are new margins and fees in accordance
             with Section 3.2:

           (i)     Base Margin                                              __________%
           (ii)    Libor Rate Margin                                        __________%
</TABLE>

10.      ATTACHED SCHEDULES

         Attached hereto as schedules are the calculations supporting the
         computation set forth above in this Certificate. All information
         contained herein and on the attached schedules is true and correct.

11.      FINANCIAL STATEMENTS

         The unaudited financial statements attached hereto were prepared in
         accordance with GAAP (or the generally accepted accounting principles
         of the jurisdiction of organization of the applicable Person) and
         fairly present (subject to year end audit adjustments) the financial
         conditions and the results of the operations of the Persons reflected
         thereon, at the date and for the periods indicated therein.

12.      In the interest of any conflict between this Compliance Certificate and
         the Agreement, the Agreement shall control.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate
effective this _______ day of ____________.

                                    MARKETING SPECIALISTS CORPORATION

                                    By:
                                       ----------------------------------------
                                    Name:
                                         --------------------------------------
                                    Title:
                                          -------------------------------------


COMPLIANCE CERTIFICATES, Page 3 of 3
<PAGE>   85



                                   EXHIBIT "C"
                                       TO
                        MARKETING SPECIALISTS CORPORATION
                                CREDIT AGREEMENT

                              Borrowing Base Report


Exhibit "C", Cover Page
<PAGE>   86



                              BORROWING BASE REPORT


TO:      The Chase Manhattan Bank, as agent
         633 Third Avenue, 7th Floor
         New York, New York  10017-6764

         and each Bank

Ladies and Gentlemen:

         This Borrowing Base Report for the __________ ending _________________,
20__ (the "Period") is executed and delivered by Marketing Specialists
Corporation (the "Parent") to THE CHASE MANHATTAN BANK (the "Agent"), pursuant
to that certain Credit Agreement dated as of March ___, 2000, among the Parent
and certain of its Subsidiaries, the Agent and the Banks named therein. All
terms used herein shall have the meanings assigned to them in the Credit
Agreement (as amended to the date hereof, the "Credit Agreement").

         The Parent represents and warrants to the Agent and the Banks that all
information contained herein is true, correct, and complete, and that the total
Eligible Accounts referred to below represent the Eligible Accounts that qualify
for purposes of determining the Borrowing Base under the Credit Agreement. The
Parent also represents and warrants that all figures listed below or attached
hereto have been calculated based on the provisions of the Credit Agreement. The
Parent further represents and warrants to the Agent and the Banks that attached
hereto are Schedules 1-8 showing the Borrowing Base for each Borrower and the
following Receivables reports: (a) as Exhibit A, a list of all Receivables of
the Borrower as of the last day of the Period, showing all Receivables aged in
30, 60, 90 and 120 day intervals and specifying the balance due for account
debtor; (b) as Exhibit B, a sales report summary of the Borrower for the Period;
(c) as Exhibit C, a collections report (including lockbox activity statement)
for the Period; and (d) as Exhibit D, a customer credit report for the Period.

         The Parent represents and warrants to the Agent and the Banks that the
representations and warranties of the Borrowers contained in Article 7 of the
Credit Agreement and contained in the other Loan Documents are true and correct
on and as of the date of this Borrowing Base Report as if made on and as of the
date hereof except to the extent that such representations and warranties speak
to a specific date, and that no Default has occurred and is continuing.

BORROWING BASE SUMMARY:

         Individual Borrowing Base of:

<TABLE>
<S>      <C>                                                                                   <C>
1.       Marketing Specialists Corporation...............................................      $__________
2.       Paul Inman Associates, Inc......................................................      $__________
3.       Marketing Specialists Sales Company.............................................      $__________
4.       Bromar, Inc.....................................................................      $__________

         Aggregate Borrowing Base........................................................      $__________
</TABLE>



Borrowing Base Report, Page 1
<PAGE>   87

         OUTSTANDING REVOLVING CREDIT SUMMARY:

         Outstanding Revolving Credit of:

<TABLE>
<S>      <C>                                                                                   <C>
1.       Marketing Specialists Corporation...............................................      $__________
2.       Paul Inman Associates, Inc......................................................      $__________
3.       Marketing Specialists Sales Company.............................................      $__________
4.       Bromar, Inc.....................................................................      $__________

         Aggregate Borrowing Base........................................................      $__________

         AGGREGATE AVAILABLE CREDIT
         (Lesser of Aggregate Borrowing Base
         and the Commitments less Aggregate
         Outstanding Revolving Credit)...................................................      $__________
</TABLE>

In the event of any conflict between this Borrowing Base Report and the Credit
Agreement, the Credit Agreement shall control.


Date: __________, 20__.
                                           PARENT:


                                           MARKETING SPECIALISTS CORPORATION


                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------


Borrowing Base Report, Page 2
<PAGE>   88


                                  Schedule ____
                                       to
                              Borrowing Base Report
                        Marketing Specialists Corporation

                              Borrowing Base Report
                                       for
                               [Name of Borrower]



Schedule ___ to Borrowing Base Report, Cover Page
<PAGE>   89


ELIGIBLE ACCOUNTS:

<TABLE>
<S>      <C>                                                                                                     <C>
1.       Gross Receivables
         (a) Ending balance as of prior period ending _______, 20___
             (i.e., date of last Borrowing Base Report or 12/31/99 if
             first Borrowing Base Report ......................................................                  $__________
         (b) Collections on Receivables since prior period end.................................                  $__________
         (c) Other credits on Receivables since prior period end...............................                  $__________
         (d) Receivables generated since prior period end......................................                  $__________
         (e) Other debits since prior period end...............................................                  $__________
         (f) Gross Receivables for period ending ______, 20___ (the sum of
             1(a) minus 1(b) minus 1(c) plus 1(d) plus 1(e)) ..................................                  $__________
2.       Less: Ineligible Receivables (determined pursuant to the definition of Eligible
         Account in the Credit Agreement, without duplication).................................                  $__________
         (a) Receivables not in compliance with all applicable laws, rules and  regulations,
             including without limitation, usury laws..........................................                  $__________
         (b) Receivables outstanding for more than 120 days after the original date of invoice
             or 90 days past due...............................................................                  $__________
         (c) Receivables arising from unenforceable contracts or where applicable Borrower is
             in default........................................................................
         (d) The services reflected on the applicable invoice have not been completed or goods
             not delivered or amounts are not properly billable................................                  $__________
         (e) Receivables subject to defects in title or is subject to any Lien except Liens in
             favor of the Agent................................................................                  $__________
         (f) Receivable is not subject to a first  perfected Lien in favor of the Agent or is
             not payable to a Lockbox Account covered by an agency account agreement...........                  $__________
         (g) account debtor is insolvent or the subject of any bankruptcy or insolvency
             proceeding or has made an assignment for the benefit of creditors, suspended
             normal business operations, dissolved, liquidated, terminated its existence,
             ceased to pay its debts as they become due, or suffered a receiver or trustee to
             be appointed for any of its assets affairs........................................                  $__________
         (h) Receivable is evidenced by chattel paper or any instrument........................                  $__________
         (i) Borrower's performance of the contract to which the Receivable relates is assured
             by a performance, completion, or other bond.......................................                  $__________
         (j) Receivable is owed by an Affiliate of the Borrower or a director, officer, agent,
             stockholder or employee of such Borrower or by one Borrower to another............                  $__________
         (k) Receivables not payable in Dollars................................................                  $__________
         (l) Account debtor or other Person obligated on such Receivable is not domiciled in
             the United States and the Receivable is not backed by a satisfactory letter of
             credit issued or confirmed by a bank located in the United States or insured by
             insurance.........................................................................                  $__________
         (m) More than 50% of aggregate amount of Receivables owed by the account debtor to
             any Borrower are more than 90 days past due.......................................                  $__________
</TABLE>


Schedule ___ to Borrowing Base Report, Page 1
<PAGE>   90


<TABLE>
<S>       <C>                                                                                              <C>
         (n) Account debtor is a Government Authority and the Federal Assignment of Claims Act
             of 1940 or similar statute have not been complied to the satisfaction of the
             Agent ..............................................................................          $__________
         (o) Receivable charged or written off as uncollectible in accordance with GAAP.........           $__________
         (p) Failure to file Notice of Business Activity Report..................................          $__________
         (q) Goods of sale not owned, not delivered on a absolute sale basis or returned or
             rejected............................................................................          $__________
         (r) Receivable arises from sale of a perishable agricultural commodity or livestock
             owned and purchased by the Borrower for its own account.............................          $__________
         (s) Receivable is an Excluded Account...................................................          $__________
3.       Total Ineligible Accounts (total 2(a) through (s))......................................          $__________
4.       Contra accounts.........................................................................          $__________
5.       Setoffs, counterclaims, etc. by account debtors.........................................          $__________
6.       Retainage by account debtors............................................................          $__________
7.       Accounts subject to 10% rule............................................................          $__________
8.       Accounts not eligible due to sale of Borrower...........................................          $__________
9.       TOTAL ELIGIBLE ACCOUNTS (1(f) minus 3 through 8)........................................          $
                                                                                                            ==========
BORROWING BASE

10.      Unapplied Cash.........................................................................           $__________
11.      Net Eligible Accounts (Line 9 minus Line 10)...........................................           $__________
12.      85% (or if such other percentage as may apply as determined in accordance with the
         Credit Agreement) of line 11...........................................................           $__________
13.      Pledged cash...........................................................................           $__________
14.      Reserves established by the Agent......................................................           $__________
15.      BORROWING BASE as of the date hereof (line 12, plus line 13 minus line 14).............           $__________

AVAILABLE CREDIT:

16.      Outstanding Revolving Credit...........................................................           $__________
         (a) Loans..............................................................................           $__________
         (b) Letter of Credit Liabilities.......................................................           $__________
         (c) TOTAL (16(a) plus 16(b))...........................................................           $__________

17.      AVAILABLE CREDIT AMOUNT [(the lesser of the amount of the Commitments or line 15
         minus line 16 (c))]....................................................................           $__________
</TABLE>


Schedule ___ to Borrowing Base Report, Page 2
<PAGE>   91



                                   EXHIBIT "D"
                                       TO
                        MARKETING SPECIALISTS CORPORATION
                                CREDIT AGREEMENT

                               Security Agreement


Exhibit "D", Cover Page
<PAGE>   92


                               SECURITY AGREEMENT


         THIS SECURITY AGREEMENT (this "Agreement") dated as of March 30, 2000,
is by and among MARKETING SPECIALISTS CORPORATION, a Delaware corporation, PAUL
INMAN ASSOCIATES, INC., a Michigan corporation, MARKETING SPECIALISTS SALES
COMPANY, a Texas corporation, and BROMAR, INC., a California corporation (each
individually a "Debtor" and collectively, the "Debtors") and THE CHASE MANHATTAN
BANK, as agent for the Banks as that term is defined below (the "Secured
Party").

                                R E C I T A L S:


         The Debtors are entering into that certain Credit Agreement dated as of
even date herewith with the banks parties thereto (each individually a "Bank"
and collectively, the "Banks"), and the Secured Party, as agent for the Banks
(such agreement as it may be amended or otherwise modified from time to time
herein as the "Credit Agreement"). The execution and delivery of this Agreement
is a condition to Secured Party and each Bank entering into the Credit Agreement
and making the extensions of credit thereunder.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the adequacy, receipt and sufficiency of which are
hereby acknowledged, and in order to induce the Secured Party and Banks to make
the Loans and issue the Letters of Credit under the Credit Agreement, the
parties hereto hereby agree as follows:

                                    ARTICLE 1

                                   Definitions

         Section 1.1. Definitions. As used in this Agreement, the following
terms have the following meanings:

                  "Account" means any "account," as such term is defined in
         Article or Chapter 9 of the UCC, now owned or hereafter acquired by
         Debtor, and, in any event, shall include, without limitation, each of
         the following, whether now owned or hereafter acquired by the Debtor:
         (a) all rights of the Debtor to payment for goods sold or leased or
         services rendered, whether or not earned by performance, (b) all
         accounts receivable of the Debtor, (c) all rights of the Debtor to
         receive any payment of money or other form of consideration including,
         without limitation, all Payment Intangibles, (d) all security pledged,
         assigned or granted to or held by the Debtor to secure any of the
         foregoing, (e) all guaranties of, or indemnifications with respect to,
         any of the foregoing, (f) all rights of the Debtor as an unpaid seller
         of goods or services, including, but not limited to, all rights of
         stoppage in transit, replevin, reclamation and resale, (g) all rights
         to brokerage commissions; and (h) all other Supporting Obligations,
         including any applicable Letter of Credit Rights.

                  "Chattel Paper" means any "chattel paper," as such term is
         defined in Article or Chapter 9 of the UCC, now owned or hereafter
         acquired by the Debtor.

                  "Collateral" has the meaning specified in Section 2.1 of this
         Agreement.

                  "Deposit Accounts" means any and all deposit accounts or other
         bank accounts now owned or hereafter acquired or opened by the Debtor,
         and any account which is a replacement or


Security Agreement, Page 1
<PAGE>   93


         substitute for any of such accounts including, without limitation,
         those deposit accounts identified on Schedule 3.2.

                  "Document" means any "document," as such term is defined in
         Article or Chapter 9 of the UCC, now owned or hereafter acquired by the
         Debtor, including, without limitation, all documents of title and all
         receipts covering, evidencing or representing goods now owned or
         hereafter acquired by the Debtor.

                  "Financial Assets" means any "financial asset," as such term
         is defined in the UCC.

                  "General Intangibles" means any "general intangibles," as such
         term is defined in Article or Chapter 9 of the UCC, now owned or
         hereafter acquired by the Debtor and, (a) in any event, shall include,
         without limitation, each of the following, whether now owned or
         hereafter acquired by the Debtor: (i) all of the Debtor's the books and
         records, including without limitation, all books and records, computer
         runs, invoices, tapes, processing software, processing contracts (such
         as contracts for computer time and services) and any computer prepared
         information, tapes, or data of every kind and description, whether in
         the possession of any Debtor or in the possession of third parties and
         all of each Debtor's other data, plans, manuals, computer software,
         computer tapes, computer disks, computer programs, source codes, object
         codes, rights of the Debtor to retrieve data and other information from
         third parties and other data of every kind and description, to the
         extent that they indicate, summarize or evidence, or otherwise relate
         to, the Accounts or Inventory, whether in the possession of any Debtor
         or in the possession of any third party.; (ii) all of the Debtor's
         contract rights, including, without limitation, all of Debtor's right,
         title and interest in and to the Lockbox Agreements which include,
         without limitation, the following: (A) all rights of the Debtor to
         receive moneys due and to become due under or pursuant to such
         agreements, (B) all rights of the Debtor to receive proceeds of any
         insurance, indemnity, warranty, guaranty, or other Supporting
         Obligations with respect to such agreements, (C) all claims of the
         Debtor for damages arising out of or for breach of or default under
         such agreements, and (D) all rights of the Debtor to terminate such
         agreements, to perform thereunder and to compel performance and
         otherwise exercise all rights and remedies thereunder; (iii) all rights
         of the Debtor to payment under letters of credit and similar
         agreements, including without limitation, all letter of credit rights;
         (iv) all choses in action and causes of action of the Debtor (whether
         arising in contract, tort or otherwise and whether or not currently in
         litigation) and all judgments in favor of the Debtor, including without
         limitation, all commercial tort claims; and (v) all rights of the
         Debtor under any insurance, surety or similar contract or arrangement
         and (b) shall specifically exclude any Intellectual Property.

                  "Instrument" means any "instrument," as such term is defined
         in Article or Chapter 9 of the UCC, now owned or hereafter acquired by
         the Debtor, and, in any event, shall include all promissory notes,
         drafts, bills of exchange and trade acceptances of the Debtor, whether
         now owned or hereafter acquired.

                  "Intellectual Property" means the Trademarks and Trademark
         Licenses.

                  "Inventory" means any "inventory," as such term is defined in
         Article or Chapter 9 of the UCC, now owned or hereafter acquired by the
         Debtor, and, in any event, shall include, without limitation, each of
         the following, whether now owned or hereafter acquired by the Debtor:
         (a) all goods and other personal property of the Debtor that are held
         for sale or lease or to be furnished under any contract of service; (b)
         all raw materials, work-in-process, finished goods, inventory, supplies
         and materials of such Debtor; (c) all wrapping, packaging, advertising
         and shipping


Security Agreement, Page 2
<PAGE>   94


         materials of the Debtor; (d) all goods that have been returned to,
         repossessed by or stopped in transit by the Debtor; and (e) all
         Documents evidencing any of the foregoing.

                  "Investment Property" means any "investment property" as such
         term is defined in Article or Chapter 9 of the UCC, now owned or
         hereafter acquired by the Debtor, and, in any event, shall include,
         without limitation, each of the following, whether now owned or
         hereafter acquired by the Debtor: (a) any security, whether
         certificated or uncertificated; (b) any security entitlement; (c) any
         securities account (including, without limitation, those described on
         Schedule 3.2); (d) any commodity contract; and (e) any commodity
         account (including, without limitation, those described on Schedule
         3.2), provided, however, that Investment Property shall not include any
         Equity Interests issued by Subsidiaries.

                  "Letter of Credit Rights" means "letter of credit rights," as
         such term is defined in the UCC.

                  "Lockbox Accounts" shall mean the lockbox accounts described
         on Schedule 3.2 and any other accounts established pursuant to the
         Lockbox Agreements in which all funds received pursuant to the Lockbox
         Agreements shall be deposited.

                  "Lockbox Agreements" shall mean the lockbox or other
         agreements described on Schedule 3.2 and any lockbox or other agreement
         entered into by a Debtor, with the Secured Party, any Bank or any other
         depository institution acceptable to the Secured Party, pursuant to
         which a lockbox and deposit account shall be established for a Debtor
         into which payments on such Debtor's accounts or other Collateral shall
         be sent and deposited, each in form and substance satisfactory to the
         Secured Party, as the same may be amended or otherwise modified.

                  "Obligations" means, with respect to each Debtor, all
         "Obligations" (as defined in the Credit Agreement) for which such
         Debtor is obligated under the terms of the Credit Agreement, as
         determined in accordance with Section 4.13 of the Credit Agreement.

                  "Payment Intangibles" means "payment intangibles" as such term
         is defined in the UCC.

                  "Proceeds" means any "proceeds," as such term is defined in
         Article or Chapter 9 of the UCC and, in any event, shall include, but
         not be limited to, (a) any and all proceeds of any insurance,
         indemnity, warranty or guaranty payable to the Debtor from time to time
         with respect to any of the Collateral, (b) any and all payments (in any
         form whatsoever) made or due and payable to the Debtor from time to
         time in connection with any requisition, confiscation, condemnation,
         seizure or forfeiture of all or any part of the Collateral by any
         Governmental Authority (or any Person acting, or purporting to act, for
         or on behalf of any Governmental Authority), and (c) any and all other
         amounts from time to time paid or payable under or in connection with
         any of the Collateral and all other Payment Intangibles relating
         thereto.

                  "Supporting Obligations" means "supporting obligations" as
         such term is defined in the UCC.

                  "Trademark License" means any written agreement now or
         hereafter in existence granting to the Debtor any right to use any
         Trademark, including, without limitation, the agreements identified on
         Schedule 3.5.

                  "Trademarks" means all of the following: (a) all trademarks,
         trade names, corporate names, company names, business names, fictitious
         business names, trade styles, service marks,


Security Agreement, Page 3
<PAGE>   95


         logos, other business identifiers, prints and labels on which any of
         the foregoing appear, all registrations and recordings thereof and all
         applications in connection therewith, including, without limitation,
         registrations, recordings and applications in the United States Patent
         and Trademark Office or in any similar office or agency of the United
         States, any state thereof or any other country or any political
         subdivision thereof, including, without limitation, those described in
         Schedule 3.5; (b) all reissues, extensions and renewals thereof; (c)
         all income, royalties, damages and payments now or hereafter relating
         to or payable under any of the foregoing, including, without
         limitation, damages or payments for past or future infringements of any
         of the foregoing; (d) the right to sue for past, present and future
         infringements of any of the foregoing; (e) all rights corresponding to
         any of the foregoing throughout the world; and (f) all goodwill
         associated with and symbolized by any of the foregoing; in each case,
         whether now owned or hereafter acquired by the Debtor.

                  "UCC" means the Uniform Commercial Code as in effect in the
         State of New York from time to time and for purpose of the definitions
         contained in this Section 1.1 and the last sentence of Section 1.2,
         includes the Revised Article 9 of the Uniform Commercial Code included
         in the 1998 official text of the Uniform Commercial Code as approved by
         the American Law Institute in 1998 and the National Conference of
         Commissioners on Uniform State Laws in 1999 ("Revised Article 9"). For
         purposes of this Section 1.1 and the last sentence of Section 1.2, in
         the event of any difference between the Uniform Commercial Code as in
         effect in the State of New York and Revised Article 9, Revised Article
         9 shall control. For purposes of all provisions of this Agreement other
         than this Section 1.1 and the last sentence of Section 1.2, if, by
         applicable law, the perfection or effect of perfection or
         non-perfection of the security interest created hereunder in any
         Collateral is governed by the Uniform Commercial Code as in effect on
         or after the date hereof in any other jurisdiction, "UCC" means the
         Uniform Commercial Code as in effect in such other jurisdiction for
         purposes of the provisions hereof relating to such perfection or the
         effect of perfection or non-perfection.

         Section 1.2. Other Definitional Provisions. Terms used herein that are
defined in the Credit Agreement and are not otherwise defined herein shall have
the meanings therefor specified in the Credit Agreement. References to
"Sections," "subsections," "Exhibits" and "Schedules" shall be to Sections,
subsections, Exhibits and Schedules, respectively, of this Agreement unless
otherwise specifically provided. All definitions contained in this Agreement are
equally applicable to the singular and plural forms of the terms defined. All
references to statutes and regulations shall include any amendments of the same
and any successor statutes and regulations. References to particular sections of
the UCC should be read to refer also to parallel sections of the Uniform
Commercial Code as enacted in each state or other jurisdiction where any portion
of the Collateral is or may be located. Terms used herein, which are defined in
the UCC, unless otherwise defined herein or in the Credit Agreement, shall have
the meanings determined in accordance with the UCC.

                                    ARTICLE 2

                                Security Interest

         Section 2.1 Security Interest. (a) As collateral security for the
prompt payment and performance in full when due of its Obligations (whether at
stated maturity, by acceleration or otherwise), each Debtor hereby pledges and
assigns to the Secured Party, and grants to the Secured Party a continuing lien
on and security interest in, all of its right, title and interest in and to the
following, whether now owned or hereafter arising or acquired and wherever
located (collectively, the "Collateral"):


Security Agreement, Page 4
<PAGE>   96


         (i)      all Accounts;

         (ii)     all Inventory;

         (iii)    all Deposit Accounts and all funds, certificates, Documents,
                  Instruments, checks, drafts, wire transfer receipts and other
                  earnings, profits or other Proceeds from time to time
                  representing, evidencing, deposited into or held in the
                  Deposit Accounts; and

         (iv)     all Instruments, Financial Assets, other Investment Property,
                  Documents, Chattel Paper, General Intangibles, products and
                  Proceeds evidencing title to, or the right to possession of,
                  arising from the sale or other disposition of, necessary for
                  or used in connection with the production, manufacture, sale
                  or other disposition of, or otherwise relating to, or arising
                  or created out of the property described in clauses (i)
                  through (iii) of this Section 2.1.

(b) Secured Party disclaims any lien, pledge or security interest in equipment,
fixtures, Intellectual Property, real estate, insurance policies (other than
insurance specifically relating to a loss with respect to the Collateral) or
stock of subsidiaries or any Proceeds thereof (other than proceeds of insurance
specifically relating to a loss with respect to the Collateral).

         Section 2.2. Debtor Remains Liable. Notwithstanding anything to the
contrary contained herein, (a) each Debtor shall remain liable under the
documentation included in the Collateral to the extent set forth therein to
perform all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed, (b) the exercise by the Secured Party of
any of its rights or remedies hereunder shall not release any Debtor from any of
its duties or obligations under such documentation, (c) the Secured Party shall
not have any obligation under any of such documentation included in the
Collateral by reason of this Agreement, and (d) the Secured Party shall not be
obligated to perform any of the obligations of any Debtor thereunder or to take
any action to collect or enforce any claim for payment assigned hereunder.

                                    ARTICLE 3

                         Representations and Warranties

         To induce the Secured Party and the Banks to enter into this Agreement
and the Credit Agreement, each Debtor represents and warrants to the Secured
Party and the Banks that:

         Section 3.1 Location of Inventory; Third Parties in Possession. All of
its Inventory is located at the places specified in Schedule 3.1 for such
Debtor. Schedule 3.1 correctly identifies the landlords or mortgagees, if any,
of each location identified in Schedule 3.1 currently leased or owned by such
Debtor. No Persons other than such Debtor and Secured Party has possession of
any of the Collateral except as disclosed on Schedule 3.1 and Schedule 3.2. For
each third Person in possession of Collateral identified on Schedule 3.1,
Schedule 3.1 identifies the Person, the address where the Collateral is held and
the capacity in which such Person holds the Collateral. None of its Collateral
has been located in any location within the past four months other than as set
forth on Schedule 3.1.

         Section 3.2 Deposit, Commodity and Securities Accounts. Schedule 3.2
correctly identifies all of its lockbox agreements and all deposit, commodity
and securities accounts and the institutions holding such accounts. No Person
other than such Debtor has control over any deposit, commodity or securities
account or any Investment Property.



Security Agreement, Page 5
<PAGE>   97


         Section 3.3 Office Locations; Fictitious Names; Predecessor Companies.
Its chief place of business, its chief executive office and its jurisdiction of
organization is located at the places identified for it on Schedule 3.1. Within
the last four months it has not had any other chief place of business, chief
executive office or jurisdiction of organization except as disclosed on Schedule
3.1. It does not do business nor has it done business during the past five years
under any trade-name or fictitious business name except as disclosed on Schedule
3.3. Schedule 3.3 sets forth an accurate list of all names of all predecessor
companies of such Debtor including the names of any entities it acquired (by
stock purchase, asset purchase, merger or otherwise) and the chief place of
business and chief executive officer of each such predecessor company. For
purposes of the foregoing, a "predecessor company" shall mean, with respect to a
Debtor, any Person whose assets or Equity Interests are acquired by the Debtor
or who was merged with or into the Debtor within the last four months prior to
the Closing Date.

         Section 3.4 Delivery of Collateral. Except as provided by Section 4.2,
it has delivered to Secured Party all Collateral the possession of which is
necessary to perfect the security interest of Secured Party therein.

                                    ARTICLE 4

                                    Covenants

         Each Debtor covenants and agrees with the Secured Party that until the
Obligations are paid and performed in full, all commitments of the Secured Party
and the Banks to any Debtor have expired or have been terminated and no Letter
of Credit remains outstanding:

         Section 4.1 Accounts. It shall, in accordance with its customary
business practices, endeavor to collect or cause to be collected from each
account debtor under its Accounts, as and when due, any and all amounts owing
under such Accounts. Without the prior written consent of the Secured Party, it
shall not, outside the ordinary course of business or after the occurrence and
during the continuance of an Event of Default: (a) grant any extension of time
for any payment with respect to any of the Accounts beyond 120 days after such
payment's due date, (b) compromise, compound, or settle any of the Accounts for
less than the full amount thereof, (c) release, in whole or in part, any Person
liable for payment of any of the Accounts, (d) allow any credit or discount for
payment with respect to any Account other than trade or other customary
discounts granted in the ordinary course of business, or (e) release any Lien or
guaranty securing any Account unless the Account has been paid.

         Section 4.2 Further Assurances. At any time and from time to time, upon
the request of the Secured Party, and at its sole expense, it shall, subject to
the exceptions to the creation, perfection and/or protection of Liens permitted
by Section 8.10 of the Credit Agreement, promptly execute and deliver all such
further agreements, documents and instruments and take such further action as
the Secured Party may reasonably deem necessary or appropriate to preserve and
perfect its security interest in the Collateral and carry out the provisions and
purposes of this Agreement or to enable the Secured Party to exercise and
enforce its rights and remedies hereunder with respect to any of the Collateral.
Without limiting the generality of the foregoing, it shall upon reasonable
request by the Secured Party but subject to the exceptions to the creation,
perfection and/or protection of Liens permitted by Section 8.10 of the Credit
Agreement, (a) execute and deliver to the Secured Party such financing
statements as the Secured Party may from time to time require (Debtor also
hereby authorizes Secured Party to file such financing statements without
Debtor's signature naming it as debtor, Secured Party as secured party and
describing the Collateral as Secured Party may deem appropriate); (b) take such
action as the Security Party may request to permit the Secured Party to have
control over each deposit account and any Investment Property; (c) deliver to
the Secured Party all Collateral the possession of which is necessary to perfect
the security interest therein, duly endorsed and/or accompanied by duly executed
instruments of transfer or


Security Agreement, Page 6
<PAGE>   98


assignment, all in form and substance satisfactory to Secured Party; except
that, prior to the occurrence of a Default and when no Default exists, a Debtor
may: (i) retain any letters of credit (other than those securing Accounts)
received in the ordinary course of business, (ii) retain and utilize in the
ordinary course of business all dividends, distributions and interest paid in
respect to any of the Investment Property, and (iii) retain any Documents
received and further negotiated in the ordinary course of business; and (d)
execute and deliver to the Secured Party such other agreements, documents and
instruments as the Secured Party may reasonably require to perfect and maintain
the validity, effectiveness and priority of the Liens intended to be created by
the Loan Documents.

         Section 4.3 Third Parties in Possession of Collateral. Other than in
connection with repairs or maintenance to such Collateral, and subject to the
terms of Section 8.10 of the Credit Agreement, it shall not permit any third
Person (including any warehouseman, bailee, agent, consignee or processor) to
hold any Collateral, unless it shall: (i) notify such third Person of the
security interests created hereby; (ii) instruct such Person to hold all such
Collateral for Secured Party's account subject to Secured Party's instructions;
and (iii) take all other actions the Secured Party reasonably deems necessary to
perfect and protect its and such Debtor's interests in such Collateral pursuant
to the requirements of the UCC of the applicable jurisdiction where the
warehouseman, bailee, consignee, agent, processor or other third Person is
located (including the filing of a financing statement in the proper
jurisdiction naming the applicable third Person as debtor and the applicable
Debtor as secured party and notifying the third Person's secured lenders of
Debtor's interest in such Collateral before the third Person receives possession
of the Collateral in question).

         Section 4.4 Corporate Changes. It shall not change its name, identity,
jurisdiction of organization or corporate structure in any manner that might
make any financing statement filed in connection with this Agreement seriously
misleading unless it shall have given the Secured Party thirty (30) days prior
written notice thereof and shall have taken all action reasonably deemed
necessary or desirable by the Secured Party to protect its Liens and the
perfection and priority thereof required by the Loan Documents. It shall not
change its principal place of business, chief executive office or the place
where it keeps its books and records unless it shall have given the Secured
Party thirty (30) days prior written notice thereof and shall have taken all
action reasonably deemed necessary or desirable by the Secured Party to cause
its security interest in the Collateral to be perfected with the priority
required by the Loan Documents.

         Section 4.5 Inventory. It shall keep its Inventory at (or in transit
to) any of the locations specified on Schedule 3.1 hereto as a location of such
Debtor or, upon thirty (30) days prior written notice to the Secured Party, at
such other places within the United States of America where all action required
to perfect the Secured Party's security interest in such Collateral with the
priority required by the Loan Documents shall have been taken.

         Section 4.6 Warehouse Receipts Non-Negotiable. It agrees that if any
warehouse receipt or receipt in the nature of a warehouse receipt is issued in
respect of any portion of the Collateral, such warehouse receipt or receipt in
the nature thereof shall not be "negotiable" (as such term is used in Section
7.104 of the UCC) unless such warehouse receipt or receipt in the nature thereof
is delivered to the Secured Party.

         Section 4.7 Voting Rights; Distributions, Etc. So long as no Event of
Default exists, it shall be entitled to exercise any and all voting and other
consensual rights (including, without limitation, the right to give consents,
waivers and notifications) pertaining to any of the Investment Property;
provided, however, that no vote shall be cast or consent, waiver or ratification
given or action taken without the prior written consent of the Secured Party
which would be inconsistent with or violate any provision of this Agreement or
any other Loan Document.


Security Agreement, Page 7
<PAGE>   99


         Section 4.8 Intellectual Property Covenants. Debtor shall not abandon
any trademark application or any other Intellectual Property which is necessary
for the conduct of Debtor's business without the prior written consent of
Secured Party.

         Section 4.9 Lockbox of Proceeds. It shall instruct all customers and
other Persons obligated with respect to all of its Accounts and other Collateral
to make all payments with respect thereto to a post office box or boxes in
accordance with the terms of one or more of the Lockbox Agreements. It shall
irrevocably instruct each depository bank who has entered into a Lockbox
Agreement and who receives proceeds of its Accounts to remit all proceeds of
such payments directly to Secured Party on a daily basis by automated clearing
house debit directly for credit to the Concentration Account or by wire transfer
to Secured Party for application in accordance with the Credit Agreement. Any
income received by the Secured Party with respect to the balance from time to
time standing to the credit of the Concentration Account shall remain, or be
deposited, in the Concentration Account. In addition to the foregoing, it agrees
that if any Proceeds (including, without limitation, the payments made in
respect of Accounts) shall be received by it, it shall as promptly as possible
deposit such Proceeds into the Concentration Account. Until so deposited, all
such Proceeds shall be held in trust by such Debtor for the benefit of the
Secured Party and shall be segregated from any other funds or property of such
Debtor.

         Section 4.10 Deposit, Commodity and Security Accounts. It shall not
amend or modify any Lockbox Agreement. It shall not open any new deposit,
commodity or security account or otherwise utilize any deposit account other
than the Contribution Account, the Disbursement Account and the other deposits
accounts disclosed on Schedule 3.2 unless it shall have given the Secured Party
thirty (30) days prior written notice thereof and shall have taken all action
deemed necessary or desirable by the Secured Party to cause its security
interest therein to be perfected with priority required by the Loan Documents.
Prior to the occurrence and continuance of an Event of Default, it may make
purchases and sales of Investment Property and Financial Assets in accordance
with the restrictions on investment set out in the Credit Agreement provided
that at no time shall it purchase or acquire marketable securities or open or
maintain any commodity or security accounts. After the occurrence and during the
continuance of an Event of Default it shall not be authorized to make purchases
and sales of the Investment Property or Financial Assets and it shall take such
steps as Secured Party may reasonably request to give Secured Party control over
all Investment Property. It will not give any party control over any Investment
Property or Financial Assets.

         Section 4.11 Commercial Tort Claims. It will grant to Secured Party a
security interest in any commercial tort claim that arises after the date hereof
that relates to or arises out of the Collateral or the conduct of the Debtor's
business in relation thereto.



Security Agreement, Page 8
<PAGE>   100


                                    ARTICLE 5

                           Rights of the Secured Party

         Section 5.1 POWER OF ATTORNEY. EACH DEBTOR HEREBY IRREVOCABLY
CONSTITUTES AND APPOINTS THE SECURED PARTY AND ANY OFFICER OR AGENT THEREOF,
WITH FULL POWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT WITH
FULL IRREVOCABLE POWER AND AUTHORITY IN THE NAME OF SUCH DEBTOR OR IN ITS OWN
NAME, TO TAKE, AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT, ANY
AND ALL ACTIONS AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH THE
SECURED PARTY AT ANY TIME AND FROM TIME TO TIME DEEMS NECESSARY OR DESIRABLE TO
ACCOMPLISH THE PURPOSES OF THIS AGREEMENT AND, WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, EACH DEBTOR HEREBY GIVES THE SECURED PARTY THE POWER AND RIGHT
ON BEHALF OF SUCH DEBTOR AND IN ITS OWN NAME TO DO ANY OF THE FOLLOWING AFTER
THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT, WITH NOTICE TO SUCH
DEBTOR BUT WITHOUT THE CONSENT OF ANY DEBTOR:

                (i) to demand, sue for, collect or receive, in the name of the
Debtor or in its own name, any money or property at any time payable or
receivable on account of or in exchange for any of the Collateral and, in
connection therewith, endorse checks, notes, drafts, acceptances, money orders,
documents of title or any other instruments for the payment of money under the
Collateral or any policy of insurance;

                (ii) to pay or discharge taxes, Liens or other encumbrances
levied or placed on or threatened against the Collateral;

                (iii) (A) to direct account debtors and any other parties liable
for any payment under any of the Collateral to make payment of any and all
monies due and to become due thereunder directly to the Secured Party or as the
Secured Party shall direct (Debtor agrees that if any Proceeds of any Collateral
(including payments made in respect of Accounts) shall be received by it while
an Event of Default exists, it shall promptly deliver such Proceeds to the
Secured Party with any necessary endorsements, and until such Proceeds are
delivered to the Secured Party, such Proceeds shall be held in trust by such
Debtor for the benefit of the Secured Party and shall not be commingled with any
other funds or property of such Debtor); (B) to receive payment of and receipt
for any and all monies, claims and other amounts due and to become due at any
time in respect of or arising out of any Collateral; (C) to sign and endorse any
invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against debtors, assignments, proxies, stock powers,
verifications and notices in connection with accounts and other documents
relating to the Collateral; (D) to commence and prosecute any suit, action or
proceeding at law or in equity in any court of competent jurisdiction to collect
the Collateral or any part thereof and to enforce any other right in respect of
any Collateral; (E) to defend any suit, action or proceeding brought against the
Debtor with respect to any Collateral; (F) to settle, compromise or adjust any
suit, action or proceeding described above and, in connection therewith, to give
such discharges or releases as the Secured Party may deem appropriate; (G) to
exchange any of the Collateral for other property upon any merger,
consolidation, reorganization, recapitalization or other readjustment of the
issuer thereof and, in connection therewith, deposit any of the Collateral with
any committee, depositary, transfer agent, registrar or other designated agency
upon such terms as the Secured Party may determine; (H) to add or release any
guarantor, endorser, surety or other party to any of the Collateral; (I) to
renew, extend or otherwise change the terms and conditions of any of the
Collateral; (J) to grant or issue any exclusive or nonexclusive license under or
with respect to any of the Intellectual Property (subject to the rights of third
parties under pre-existing licenses); (K) to endorse the Debtor's name on all
applications, documents,


Security Agreement, Page 9
<PAGE>   101


papers and instruments necessary or desirable in order for the Secured Party to
use any of the Intellectual Property; (L) to make, settle, compromise or adjust
any claims under or pertaining to any of the Collateral (including claims under
any policy of insurance); and (M) to sell, transfer, pledge, convey, make any
agreement with respect to or otherwise deal with any of the Collateral as fully
and completely as though the Secured Party were the absolute owner thereof for
all purposes, and to do, at the Secured Party's option and the Debtors' expense,
at any time, or from time to time, all acts and things which the Secured Party
deems necessary to protect, preserve, maintain, or realize upon the Collateral
and the Secured Party's security interest therein.

         THIS POWER OF ATTORNEY IS A POWER COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE UNTIL TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.11.
The Secured Party shall be under no duty to exercise or withhold the exercise of
any of the rights, powers, privileges and options expressly or implicitly
granted to the Secured Party in this Agreement, and shall not be liable for any
failure to do so or any delay in doing so. Neither the Secured Party nor any
Person designated by the Secured Party shall be liable for any act or omission
or for any error of judgment or any mistake of fact or law, except any of the
same resulting from its or their gross negligence or willful misconduct. This
power of attorney is conferred on the Secured Party solely to protect, preserve,
maintain and realize upon its security interest in the Collateral. The Secured
Party shall not be responsible for any decline in the value of the Collateral
and shall not be required to take any steps to preserve rights against prior
parties or to protect, preserve or maintain any Lien given to secure the
Collateral.

         Section 5.2 Assignment by the Secured Party. The Secured Party and each
Bank may at any time assign or otherwise transfer all or any portion of their
rights and obligations under this Agreement and the other Loan Documents
(including, without limitation, the Obligations) to any other Person, to the
extent permitted by, and upon the conditions contained in, the Credit Agreement,
and such Person shall thereupon become vested with all the benefits thereof
granted to the Secured Party and the Banks, respectively, herein or otherwise.

         Section 5.3 Possession; Reasonable Care. The Secured Party may, from
time to time, in its sole discretion, appoint one or more agents to hold
physical custody, for the account of the Secured Party, of any or all of the
Collateral that the Secured Party has a right to possess. The Secured Party
shall be deemed to have exercised reasonable care in the custody and
preservation of the Collateral in its possession if the Collateral is accorded
treatment substantially equal to that which the Secured Party accords its own
property, it being understood that the Secured Party shall not have any
responsibility for (a) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Collateral, whether or not the Secured Party has or is deemed to have knowledge
of such matters, or (b) taking any necessary steps to preserve rights against
any parties with respect to any Collateral.

                                    ARTICLE 6

                                     Default

         Section 6.1 Rights and Remedies. If an Event of Default shall have
occurred and be continuing, the Secured Party shall have the following rights
and remedies:

                (i) In addition to all other rights and remedies granted to the
Secured Party in this Agreement or in any other Loan Document or by applicable
law, the Secured Party shall have all of the rights and remedies of a secured
party under the UCC (whether or not the UCC applies to the affected Collateral).
Without limiting the generality of the foregoing, the Secured Party may (A)
without demand


Security Agreement, Page 10
<PAGE>   102


or notice to any Debtor, collect, receive or take possession of the Collateral
or any part thereof and for that purpose the Secured Party may enter upon any
premises on which the Collateral is located and remove the Collateral therefrom
or render it inoperable, and/or (B) sell, lease or otherwise dispose of the
Collateral, or any part thereof, in one or more parcels at public or private
sale or sales, at the Secured Party's offices or elsewhere, for cash, on credit
or for future delivery, and upon such other terms as the Secured Party may deem
commercially reasonable or otherwise as may be permitted by law. The Secured
Party shall have the right at any public sale or sales, and, to the extent
permitted by applicable law, at any private sale or sales, to bid (which bid may
be, in whole or in part, in the form of cancellation of indebtedness) and become
a purchaser of the Collateral or any part thereof free of any right or equity of
redemption on the part of any Debtor, which right or equity of redemption is
hereby expressly waived and released by each Debtor. Upon the request of the
Secured Party, the Debtors shall assemble the Collateral and make it available
to the Secured Party at any place designated by the Secured Party that is
reasonably convenient to the Debtors and the Secured Party. Each Debtor agrees
that the Secured Party shall not be obligated to give more than ten (10) days
prior written notice of the time and place of any public sale or of the time
after which any private sale may take place and that such notice shall
constitute reasonable notice of such matters. The Secured Party shall not be
obligated to make any sale of Collateral if it shall determine not to do so,
regardless of the fact that notice of sale of Collateral may have been given.
The Secured Party may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. The Debtors
shall, jointly and severally, be liable for all reasonable expenses of retaking,
holding, preparing for sale or the like, and all reasonable attorneys' fees,
legal expenses and other costs and expenses incurred by the Secured Party in
connection with the collection of the Obligations and the enforcement of the
Secured Party's rights under this Agreement. The Debtors shall remain liable for
any deficiency if the Proceeds of any sale or other disposition of the
Collateral applied to the Obligations are insufficient to pay the Obligations in
full. The Secured Party may apply the Collateral against the Obligations as
provided in the Credit Agreement. Each Debtor waives all rights of marshalling,
valuation and appraisal in respect of the Collateral. Any cash held by the
Secured Party as Collateral and all cash proceeds received by the Secured Party
in respect of any sale of, collection from or other realization upon all or any
part of the Collateral may, in the discretion of the Secured Party, be held by
the Secured Party as collateral for, and then or at any time thereafter applied
in whole or in part by the Secured Party against, the Obligations in the order
permitted by the Credit Agreement. Any surplus of such cash or cash proceeds and
interest accrued thereon, if any, held by the Secured Party and remaining after
payment in full of all the Obligations shall be promptly paid over to the
Debtors or to whomsoever may be lawfully entitled to receive such surplus;
provided that the Secured Party shall have no obligation to invest or otherwise
pay interest on any amounts held by it in connection with or pursuant to this
Agreement.

                (ii) The Secured Party may cause any or all of the Collateral
held by it to be transferred into the name of the Secured Party or the name or
names of the Secured Party's nominee or nominees.

                (iii) The Secured Party may exercise any and all rights and
remedies of any Debtor under or in respect of the Collateral, including, without
limitation, any and all rights of any Debtor to demand or otherwise require
payment of any amount under, or performance of any provision of, any of the
Collateral and any and all voting rights and corporate powers in respect of the
Collateral. Each Debtor shall execute and deliver (or cause to be executed and
delivered) to the Secured Party all such proxies and other instruments as the
Secured Party may reasonably request for the purpose of enabling the Secured
Party to exercise the voting and other rights which it is entitled to exercise
pursuant to this clause (iii) and to receive the dividends, interest and other
distributions which it is entitled to receive hereunder.


Security Agreement, Page 11
<PAGE>   103


                (iv) The Secured Party may collect or receive all money or
property at any time payable or receivable on account of or in exchange for any
of the Collateral, but shall be under no obligation to do so.

                (v) On any sale of the Collateral, the Secured Party is hereby
authorized to comply with any limitation or restriction with which compliance is
necessary, in the view of the Secured Party's counsel, in order to avoid any
violation of applicable law or in order to obtain any required approval of the
purchaser or purchasers by any applicable Governmental Authority.

                (vi) For purposes of enabling the Secured Party to exercise its
rights and remedies under this Section 6.1 and enabling the Secured Party and
its successors and assigns to enjoy the full benefits of the Collateral in each
case as the Secured Party shall be entitled to exercise its rights and remedies
under this Section 6.1, each Debtor hereby grants to the Secured Party an
irrevocable, nonexclusive license (exercisable only during an Event of Default
but without payment of royalty or other compensation to the Debtor) to use any
of the Intellectual Property. This license shall also inure to the benefit of
all successors, assigns and transferees of the Secured Party.

         Section 6.2 Private Sales. Debtors recognize that the Secured Party may
be unable to effect a public sale of any or all of the Collateral by reason of
certain prohibitions contained in the laws of any jurisdiction outside the
United States or in the Securities Act of 1933, as amended from time to time
(the "Securities Act") and applicable state securities laws, but may be
compelled to resort to one or more private sales thereof to a restricted group
of purchasers who will be obliged to agree, among other things, to acquire such
Collateral for their own account for investment and not with a view to the
distribution or resale thereof. Each Debtor acknowledges and agrees that any
such private sale may result in prices and other terms less favorable to the
seller than if such sale were a public sale and, notwithstanding such
circumstances, agrees that any such private sale shall, to the extent permitted
by law, be deemed to have been made in a commercially reasonable manner. Neither
the Secured Party nor the Banks shall be under any obligation to delay a sale of
any of the Collateral for the period of time necessary to permit the issuer of
such securities to register such securities under the laws of any jurisdiction
outside the United States, under the Securities Act or under any applicable
state securities laws ("Registration"), even if such issuer would agree to do
so. Each Debtor further agrees to do or cause to be done, to the extent that
each Debtor may do so under applicable law, all such other reasonable acts and
things as may be necessary to make such sales or resales of any portion or all
of the Collateral valid and binding and in compliance with any and all
applicable laws, regulations, orders, writs, injunctions, decrees or awards of
any and all courts, arbitrators or governmental instrumentalities, domestic or
foreign, having jurisdiction over any such sale or sales, all at Debtors'
expense, but in no event shall the Debtors be obligated to cause a Registration
to be made.

                                    ARTICLE 7

                                  Miscellaneous

         Section 7.1 No Waiver; Cumulative Remedies. No failure on the part of
the Secured Party to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under this Agreement
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, power or privilege under this Agreement preclude any other or further
exercise thereof or the exercise of any other right, power, or privilege. The
rights and remedies provided for in this Agreement are cumulative and not
exclusive of any rights and remedies provided by law.

         Section 7.2 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Debtors and the Secured Party and
respective successors and assigns, except that no Debtor


Security Agreement, Page 12
<PAGE>   104


may assign any of its rights or obligations under this Agreement without the
prior written consent of the Banks and Secured Party may not appoint a successor
Secured Party except in accordance with the Credit Agreement.

         Section 7.3 AMENDMENT; ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF
AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO. The provisions of this
Agreement may be amended or waived only by an instrument in writing signed by
the parties hereto and the Required Banks.

         Section 7.4 Notices. All notices and other communications provided for
in this Agreement shall be given or made in accordance with the Credit
Agreement.

         Section 7.5 Governing Law. This agreement shall be governed by, and
construed in accordance with, the laws of the State of New York and applicable
laws of the United States of America.

         Section 7.6 Headings. The headings, captions, and arrangements used in
this Agreement are for convenience only and shall not affect the interpretation
of this Agreement.

         Section 7.7 Survival of Representations and Warranties. All
representations and warranties made in this Agreement or in any certificate
delivered pursuant hereto shall survive the execution and delivery of this
Agreement, and no investigation by the Secured Party shall affect the
representations and warranties or the right of the Secured Party to rely upon
them.

         Section 7.8 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.

         Section 7.9 Waiver of Bond. In the event the Secured Party seeks to
take possession of any or all of the Collateral by judicial process, each Debtor
hereby irrevocably waives any bonds and any surety or security relating thereto
that may be required by applicable law as an incident to such possession, and
waives any demand for possession prior to the commencement of any such suit or
action.

         Section 7.10 Severability. Any provision of this Agreement which is
determined by a court of competent jurisdiction to be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Agreement, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         Section 7.11 Termination. If all of the Obligations shall have been
paid and performed in full, all commitments of the Secured Party and the Banks
to all Debtors shall have expired or terminated and no Letters of Credit shall
remain outstanding, the Secured Party shall, upon the written request of the
Parent, execute and deliver to the Debtors a proper instrument or instruments
acknowledging the release and termination of the security interests created by
this Agreement, and shall duly assign and deliver to the Debtors (without
recourse and without any representation or warranty) such of the Collateral as
may be in the possession of the Secured Party and has not previously been sold
or otherwise applied pursuant to this Agreement.


Security Agreement, Page 13
<PAGE>   105


         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first written above.

                                    DEBTORS:

                                    MARKETING SPECIALISTS CORPORATION
                                    PAUL INMAN ASSOCIATES, INC.
                                    MARKETING SPECIALISTS SALES COMPANY
                                    BROMAR, INC.



                                    By:
                                       -----------------------------------------
                                       Name:
                                             -----------------------------------
                                             Authorized Officer of all Debtors

                                    SECURED PARTY:

                                    THE CHASE MANHATTAN BANK, as Agent


                                    By:
                                       -----------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


Security Agreement, Page 14
<PAGE>   106



                                  Schedule 3.1
                                       to
                        Marketing Specialists Corporation
                               Security Agreement

                                    LOCATIONS

--------------------------------------------------------------------------------
A.       CHIEF EXECUTIVE OFFICE FOR ALL DEBTORS:

         17855 Dallas Parkway, Suite 200
         Dallas, Texas  75287

         Landlord:
         North Arrowhead/Briargrove Place
         17855 Dallas Parkway, Suite 190
         Dallas, Texas  75287
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
B.       JURISDICTION OF ORGANIZATION AND OTHER LOCATIONS:

--------------------------------------------------------------------------------
                      1. MARKETING SPECIALISTS CORPORATION
--------------------------------------------------------------------------------
                     Jurisdiction of Incorporation: Delaware
--------------------------------------------------------------------------------
                            Inventory Locations: None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                     2. MARKETING SPECIALISTS SALES COMPANY
--------------------------------------------------------------------------------
                      Jurisdiction of Incorporation: Texas
--------------------------------------------------------------------------------
                 Inventory Locations Leased or Owned by Debtor:
--------------------------------------------------------------------------------
     Name and Address of Third Party                  Landlord/Mortgagee
--------------------------------------------- ----------------------------------
     Stoughton Corporate Center                 CD-SP Realty Trust
     Condominium                                c/o Hunneman Management Company,
     1053 Turnpike Street                       Inc.
     Stoughton, MA  02072                       70-80 Lincoln Street
                                                Boston, MA  02111
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         Third Party Inventory Locations
--------------------------------------------------------------------------------
 Name and Address of Third Party           Capacity in Which Inventory is Held
------------------------------------------ -------------------------------------
 Reynolds Transfer & Storage                      Storage and Distribution
 2302 Darwin Road
 Madison, WI  53704
 Contact:   Cheryl Castner, Poly Cello
            (207) 767-1624 (x104)
            John Richgels
            (608) 244-6255
--------------------------------------------------------------------------------


Schedule 3.3 to Security Agreement, Page 1
<PAGE>   107


--------------------------------------------------------------------------------
 Sonoco                                          Storage and Distribution
 12851 Leyva Street
 Norwalk, CA  90650
 Contact:   Kathy Sorenson
            (562) 921-0881
--------------------------------------------------------------------------------
 Pallestro Distribution                          Storage and Distribution
 21118 Cabot Blvd.
 Hayward, CA  94540
 Contact:   Cheryl Castner, Poly Cello
            (207) 767-1624 (x104)
--------------------------------------------------------------------------------
 All State                                       Storage and Distribution
 46 Rice Street
 Presque Isle, ME  04769
 Contact:   Cheryl Castner, Poly Cello
            (207) 767-1624 (x104)
--------------------------------------------------------------------------------
 Malnove                                         Storage and Distribution
 10500 Canada Drive
 Jacksonville, FL  32218
 Contact:   Cissy
            (904) 757-5030
            (800) 813-1330
--------------------------------------------------------------------------------
 D&D                                             Storage and Distribution
 789 Kings Mill Road
 York, PA  17402
 Contact:   Cheryl Castner, Poly Cello
            (207) 767-1624 (x104)
--------------------------------------------------------------------------------
 Holman Distribution                             Storage and Distribution
 22430 76th Avenue South
 Kent, WA  98032
 Contact:   Ginger
            (253) 872-7143 (x303)
            Sue
            (253) 872-7143 (x304)
--------------------------------------------------------------------------------
 Union Industries, Inc.                          Storage and Distribution
 Admiral Street
 Providence, RI  02908
 Contact:   John Wilbur
            Kathy Dichristofaro
            (800) 556-6454
--------------------------------------------------------------------------------
 Graphic Packaging Corporation                         Packaging
 3400 N. Marine Drive
 P. O. Box 17128
 Portland, OR  97217
 Contact:   June Germony
            (503) 240-4623
--------------------------------------------------------------------------------



Schedule 3.3 to Security Agreement, Page 2
<PAGE>   108



--------------------------------------------------------------------------------
 Mohawk Northern Plastics                         Storage and Distribution
 701 A Street N.E.
 P. O. Box 583
 Auburn, WA  98071
 Contact:  Michelle Erpelding
          (253) 939-8206
          (800) 426-1100 (x214)
--------------------------------------------------------------------------------
 Americold                                        Storage and Distribution
 2323 Jess Street
 Los Angeles, CA  90023
 Los Angeles County
--------------------------------------------------------------------------------
                                 3. BROMAR, INC.
--------------------------------------------------------------------------------
                    Jurisdiction of Incorporation: California
--------------------------------------------------------------------------------
                            Inventory Locations: NONE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         4. PAUL INMAN ASSOCIATES, INC.
--------------------------------------------------------------------------------
                     Jurisdiction of Incorporation: Michigan
--------------------------------------------------------------------------------
                            Inventory Locations: NONE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
      Prior Chief Executive Office                  Landlord/Mortgagee
         (within last 4 months)
--------------------------------------------------------------------------------
                Address
--------------------------------------------------------------------------------
   30095 Northwestern Highway               Paul Inman, L.L.C.
   Farmington Hills, MI  48334              28899 Millbrook
   Oakland County                           Farmington Hills, MI 48334
--------------------------------------------------------------------------------


Schedule 3.3 to Security Agreement, Page 3
<PAGE>   109



                                  Schedule 3.2
                                       to
                        Marketing Specialists Corporation
                               Security Agreement

                DEPOSIT, LOCKBOX, COMMODITY AND SECURITY ACCOUNTS

                                 [see attached]




Schedule 3.3 to Security Agreement, Page 1
<PAGE>   110



                                  Schedule 3.3
                                       to
                        Marketing Specialists Corporation
                               Security Agreement

                      PRIOR NAMES AND PREDECESSOR COMPANIES

                                 I. Prior Names

                      A. MARKETING SPECIALISTS CORPORATION

1. Merkert American
2. Monroe

                         B. PAUL INMAN ASSOCIATES, INC.

1. Creative Advertising

                     C. MARKETING SPECIALISTS SALES COMPANY

1.  Food Service Sales
2.  Marketing Specialists of Minnesota
3.  Marketing Specialists of Tennessee
4.  Marketing Specialists
5.  Richmont Marketing
6.  Merkert Enterprises
7.  Atlas Marketing
8.  Meatmaster
9.  Rogers-American
10. Towers Marketing

                                 D. BROMAR, INC.

1.  Food Service Sales



================================================================================
                              PREDECESSOR COMPANIES
================================================================================
                           1. UNITED BROKERAGE COMPANY
================================================================================
                         Chief Executive Office Location
--------------------------------------------------------------------------------
 Kent County, Michigan
================================================================================
                       2. BUCKEYE SALES & MARKETING, INC.
================================================================================
                         Chief Executive Office Location
================================================================================
 Summit County, Ohio
================================================================================
                       3. ATLAS MARKETING COMPANY, INC.
================================================================================
                         Chief Executive Office Location
================================================================================
 Mecklenburg County, North Carolina
--------------------------------------------------------------------------------


Schedule 3.3 to Security Agreement, Page 1
<PAGE>   111


================================================================================
                            4. JOHNSON - LIEBER, INC.
================================================================================
                         Chief Executive Office Location
================================================================================
 Renton, Washington
================================================================================
                       5. MARKETING SPECIALISTS CO., INC.
================================================================================
                         Chief Executive Office Location
--------------------------------------------------------------------------------
 Canton, Massachusetts
--------------------------------------------------------------------------------


Schedule 3.3 to Security Agreement, Page 2
<PAGE>   112



                                   EXHIBIT "E"
                                       TO
                        MARKETING SPECIALISTS CORPORATION
                                CREDIT AGREEMENT

                            Assignment and Acceptance




Exhibit "E", Cover Page
<PAGE>   113



                            ASSIGNMENT AND ACCEPTANCE

                               Dated _____________


         Reference is made to the Credit Agreement dated March 30, 2000 (as the
same may be amended and in effect from time to time, the "Credit Agreement"),
among Marketing Specialists Corporation, a Delaware corporation (the "Parent"),
certain of its subsidiaries (collectively, with the Parent, the "Borrowers"),
the banks named therein (the "Banks"), and THE CHASE MANHATTAN BANK, as agent
for the Banks (in such capacity, the "Agent") (such Credit Agreement, as it has
been or may hereafter be amended or otherwise modified from time to time, being
hereinafter referred to as the "Credit Agreement" and capitalized terms used
herein and not otherwise defined shall have the meanings assigned to such terms
in the Credit Agreement). This Assignment and Acceptance is being executed
pursuant to Section 13.8 of the Credit Agreement.

         ________________________________ (the "Assignor") and ______________
_______ (the "Assignee") agree as follows:

         1.       The Assignor hereby sells and assigns to the Assignee without
                  recourse, representation or warranty except as specifically
                  set forth herein, and the Assignee hereby purchases and
                  assumes from the Assignor as of the Effective Date (as defined
                  below), a ___________% interest in and to all the Assignor's
                  rights and obligations under the Commitment of the Assignor on
                  the Effective Date and such percentage interest in the Loans
                  owing to the Assignor outstanding on the Effective Date
                  together with such percentage interest in all Letters of
                  Credit outstanding on the Effective Date and all unpaid
                  interest and fees accrued from the Effective Date relating to
                  such Loans and Letters of Credit. After giving effect to this
                  the foregoing assignment, the amount utilized to determine (a)
                  Assignee's Commitment shall be $__________ and (b) Assignor's
                  Commitment shall be $__________.

         2.       The Assignor (i) represents that as of the date hereof, its
                  Commitment is $_____________ and the outstanding principal
                  balance of its Loans is $_____________ (as unreduced by any
                  assignments which have not yet become effective); (ii) makes
                  no representation or warranty and assumes no responsibility
                  with respect to any statements, warranties or representations
                  made in or in connection with the Credit Agreement or any
                  other Loan Document or the execution, legality, validity,
                  enforceability, genuineness, sufficiency or value of the
                  Credit Agreement or any other Loan Document, other than that
                  it is the legal and beneficial owner of the interest being
                  assigned by it hereunder and that such interest is free and
                  clear of any adverse claim; (iii) makes no representation or
                  warranty and assumes no responsibility with respect to the
                  financial condition of the Borrowers or any Obligated Party or
                  the performance or observance by the Borrowers or any
                  Obligated Party of any of their obligations under the
                  Agreement or any Loan Document; and (iv) attaches the Note
                  held by Assignor and requests that the Agent exchange such
                  Note for a new Note payable to the order of (A) Assignee in an
                  amount equal to the Commitment assumed by the Assignee
                  pursuant hereto and the outstanding principal amount of the
                  Loans assigned to Assignee pursuant hereto, as applicable, and
                  (B) the Assignor in amounts equal to the Commitment and Loans
                  retained by the Assignor under the Credit Agreement, as
                  specified above.

         3.       The Assignee (i) represents and warrants that it is legally
                  authorized to enter into this Assignment and Acceptance; (ii)
                  confirms that it has received a copy of the Credit



Assignment and Acceptance, Page 1
<PAGE>   114


                  Agreement, together with copies of the most recent financial
                  statements delivered pursuant to Section 7.2 or Section 8.1
                  thereof, and such other documents and information as it has
                  deemed appropriate to make its own credit analysis and
                  decision to enter into this Assignment and Acceptance; (iii)
                  agrees that it will, independently and without reliance upon
                  the Agent, the Assignor, or any other Bank 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 the Credit Agreement and the other
                  Loan Documents; (iv) confirms that it is eligible to be an
                  Assignee; (v) appoints and authorizes the Agent to take such
                  action on its behalf and to exercise such powers under the
                  Loan Documents as are delegated to the Agent by the terms
                  thereof, together with such powers as are reasonably
                  incidental thereto; (vi) agrees that it will perform in
                  accordance with their terms all obligations which by the terms
                  of the Credit Agreement and the other Loan Documents are
                  required to be performed by it as a Bank.

         4.       The effective date for this Assignment and Acceptance once
                  signed by the parties hereto and accepted by Agent and
                  Borrower shall be __________, 20__ (the "Effective Date").
                  Following the execution of this Assignment and Acceptance, it
                  will be delivered to the Agent for acceptance and recording.

         5.       Upon such acceptance and recording, from and after the
                  Effective Date, (i) the Assignee shall be a party to the
                  Credit Agreement and, to the extent provided in this
                  Assignment and Acceptance, shall have the rights and
                  obligations of a Bank thereunder and under the other Loan
                  Documents and (ii) the Assignor shall, to the extent provided
                  in this Assignment and Acceptance, relinquish its rights and
                  be released from its obligations under the Credit Agreement
                  and the other Loan Documents.

         6.       Upon such acceptance and recording, from and after the
                  Effective Date, the Agent shall make all payments in respect
                  of the interest assigned hereby (including payments of
                  principal, interest, fees, and other amounts) to the Assignee.
                  The Assignor and Assignee shall make all appropriate
                  adjustments in payments under the Credit Agreement and the
                  Note for periods prior to the Effective Date directly between
                  themselves.

         7.       This Assignment and Acceptance shall be governed by, and
                  construed in accordance with, the laws of the State of New
                  York and applicable laws of the United States of America.

         8.       This Assignment and Acceptance may be executed in any number
                  of counterparts and on telecopy counterparts and by different
                  parties hereto in separate counterparts, each of which when so
                  executed shall be deemed to be an original and all of which
                  taken together shall constitute one and the same agreement.

                                      [NAME OF ASSIGNOR]

                                      By:
                                         ---------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


Assignment and Acceptance, Page 2
<PAGE>   115


                                      [NAME OF ASSIGNEE]


                                      By:
                                         ---------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


                                      Address for Notices:

                                      ------------------------------------------
                                      ------------------------------------------
                                      ------------------------------------------
                                      Telecopy No.:
                                                   -----------------------------
                                      Telephone No.
                                                   -----------------------------

                                      Lending Office for Base Rate Accounts
                                      and Libor Accounts

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



ACCEPTED BY:

THE CHASE MANHATTAN BANK
as Agent


By:
   -----------------------------------
   Name:
        ------------------------------
   Title:
         -----------------------------

MARKETING SPECIALISTS CORPORATION
as the Parent


By:
   -----------------------------------
   Name:
        ------------------------------
   Title:
         -----------------------------


Assignment and Acceptance, Page 3
<PAGE>   116



                                 Schedule 1.1(a)
                                       to
                        Marketing Specialists Corporation
                                Credit Agreement

                              Previous Senior Debt



<TABLE>
<CAPTION>
                                                                               Total Amount
                                                                              Outstanding on
                Lender                             Borrower                    Closing Date
                ------                             --------                   --------------
<S>                                          <C>                              <C>
1.   Certain Lenders including               Marketing Specialists             $23,750,000
     First Union National Bank, as               Corporation
     agent for such Lenders

     "Previous Senior Debt" does not
     include the First Union Loan
</TABLE>




Schedule 1.1(a) - Solo Page
<PAGE>   117



                                 Schedule 1.1(b)
                                       to

                        Marketing Specialists Corporation
                                Credit Agreement

                                Monroe Litigation




Monroe & Company, LLC vs. Marketing Specialists Corporation, Commonwealth of
Massachusetts, Middlesex, Superior Court Department of the Trial Court, C.A. No.
99-4745, filed October 1, 1999. Marketing Specialists Corporation made an
initial settlement offer of $2 million prior to the hearing on Monroe & Company,
LLC's motion for summary judgment. Attached to this disclosure schedule is a
copy of a letter setting forth Monroe & Company, LLC's most recent settlement
proposal. The "negotiating range" as used in this Agreement, is $2,000,000 to
$2,855,000.


Schedule 1.1(b) - Solo Page
<PAGE>   118



                                  Schedule 7.9
                                       to
                        Marketing Specialists Corporation
                                Credit Agreement

                       Debt Levels (excl. Credit Facility)



<TABLE>
<S>      <C>                                                          <C>
Bank Debt:
         First Union Term Loan (1)                                         43,750,000

Mortgage Debt:
         CREC (2)
         Mortgage on Canton Building                                        9,160,751

         Rexham Note Payable (2)                                            3,612,368
                                                                      ---------------
         Mortgage on Charlotte Building

Total Senior Debt                                                          56,523,119

Senior Subordinated Debt:

         Senior Subordinated Notes -
         Chase Securities Inc.                                            100,000,000

         Acquisition Obligations -
         Pari passu to bonds                                               86,120,269
                                                                      ---------------

Total Senior Subordinated Debt                                            186,120,269

Subordinated Debt:

         Acquisition Obligations -
         subordinated to bonds                                             12,068,111
                                                                      ---------------

Total Subordinated Debt                                                    12,068,111


Total Debt                                                                254,711,499


(1)   Payment of $8,750,000 will be made at closing - reducing the balance to
      $35,000,000.
(2)   In process of selling these buildings.

NOTE:
         Employee related Deferred Compensation                             1,375,795
         Not originating from Acquisition
</TABLE>


Schedule 7.9 - Solo Page
<PAGE>   119



                                  Schedule 7.14
                                       to
                        Marketing Specialists Corporation
                                Credit Agreement

               List of Subsidiaries; List of Borrower Shareholders

         A.       Wholly-owned Subsidiaries of Marketing Specialists
                  Corporation.

<TABLE>
<S>               <C>                                         <C>
         1.       MARKETING SPECIALISTS SALES COMPANY
                  Principal Address:                          17855 Dallas Parkway, Suite 2000,
                                                              Dallas, Texas  75287
                  Location of Books and Records:              17855 Dallas Parkway, Suite 2000,
                                                              Dallas, Texas  75287
                  Authorized Stock:                           10,000,000
                  Issued and Outstanding Stock:               137,635
</TABLE>

                  Marketing Specialists Sales Company is not party to any
                  agreement providing for options, rights, rights of conversion,
                  redemption, purchase or repurchase, rights of first refusal
                  and similar rights relating to its Capital Stock.

<TABLE>
<S>      <C>                                                  <C>
         2.       PAUL INMAN ASSOCIATES, INC.
                  Principal Address:                          17855 Dallas Parkway, Suite 2000,
                                                              Dallas, Texas  75287
                  Location of Books and Records:              17855 Dallas Parkway, Suite 2000,
                                                              Dallas, Texas  75287
                  Authorized Stock:                           1,000 shares of Common Stock, $0.01 par value per share
                  Issued and Outstanding Stock:               1,000 shares of Common Stock
</TABLE>

                  Paul Inman Associates, Inc. is not party to any agreement
                  providing for options, rights, rights of conversion,
                  redemption, purchase or repurchase, rights of first refusal
                  and similar rights relating to its Capital Stock.

B.       Wholly-owned Subsidiaries of Marketing Specialists Sales Company

<TABLE>
<S>      <C>                                                  <C>
         1.       BROMAR, INC., a California corporation
                  Principal Address:                          744 N. Eckhoff Street, Orange, CA 92868
                  Location of Books and Records:              17855 Dallas Parkway, Suite 2000,
                                                              Dallas, Texas  75287
                  Authorized Stock:                           2,000,000 shares of Common Stock, no par value
                  Issued and Outstanding Stock:               1,000 shares of Common Stock
</TABLE>

                  Bromar, Inc. is not party to any agreement providing for
                  options, rights, rights of conversion, redemption, purchase or
                  repurchase, rights of first refusal and similar rights
                  relating to its Capital Stock.


Schedule 7.14 - Page 1 of 5
<PAGE>   120


                                  Schedule 9.1
                                       to
                        Marketing Specialists Corporation
                                Credit Agreement

                                  Existing Debt

1.       Please see attached Debt Schedule.

2.       Unsecured Letter of Credit Promissory Note dated January 26, 2000 in
         the principal amount of $1.6 million payable to Richmont Capital
         Partners I, L.P. by Marketing Specialists Sales Company.

3.       Guaranty Fee Agreement dated as of January 26, 2000 between Marketing
         Specialists Sales Company and Richmont Capital Partners I, L.P.
         relating to certain fee obligations.

4.       Amendment No. 1 to Guaranty Fee Agreement dated as of January 26, 2000
         between Marketing Specialists Sales Company and Richmont Capital
         Partners I, L.P. effecting subordination provisions for the fees
         payable under the Guaranty Fee Agreement.

5.       Unsecured Letter of Credit Promissory Note dated March 29, 2000 in the
         principal amount of $1,071,133 payable to Richmont Capital Partners I,
         L.P. by Marketing Specialists Sales Company.

6.       Subordinated Promissory Note dated January 27, 2000 in the original
         principal amount of $9,240,000 payable to Johnson-Lieber, Inc. by
         Marketing Specialists Sales Company.



Schedule 9.1
<PAGE>   121


                                  Schedule 9.2
                                       to
                        Marketing Specialists Corporation
                                Credit Agreement

                                 Existing Liens


Schedule 9.2
<PAGE>   122


                                  Schedule 9.5
                                       to
                        Marketing Specialists Corporation
                                Credit Agreement

                              Existing Investments


1.       Texas Stadium Bonds

2.       Personal Seat License in the football stadium under construction in
         Nashville, Tennessee

3.       Two shares of common stock of Bradford & Company Food Brokers, Inc.

4.       Seats at Ericson Stadium

5.       Smith Barney investment account regarding customer stocks

6.       Property investment, Sesame Place, Irving, Texas



Schedule 9.7 - Solo Page