Exhibit 10.198


                              AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                         dated as of September 22, 2000

                                      among

                            CATALINA LIGHTING, INC.,

                           CATALINA INTERNATIONAL PLC,

                 RING LIMITED (formerly known as RING PLC), and

                   THE LENDERS FROM TIME TO TIME PARTY HERETO,
                                       and

                     SUNTRUST BANK as Administrative Agent.



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

             SUNTRUST EQUITABLE SECURITIES CORPORATION, as Arranger

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                                TABLE OF CONTENTS

                                 [Not Corrected]

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ARTICLE I.          DEFINITIONS; CONSTRUCTION.....................................................................2

   SECTION 1.01.     DEFINITIONS..................................................................................2
   SECTION 1.02.     ACCOUNTING TERMS AND DETERMINATION..........................................................30
   SECTION 1.03.     OTHER DEFINITIONAL TERMS....................................................................30
   SECTION 1.04.     EXHIBITS AND SCHEDULES......................................................................30
   SECTION 1.05.     PLURAL TERMS................................................................................30

ARTICLE II.         AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS.............................................30

   SECTION 2.01.     REVOLVING CREDIT COMMITMENTS................................................................30
   SECTION 2.02.     DOMESTIC REVOLVING COMMITMENT...............................................................31
   SECTION 2.03.     STERLING REVOLVING CREDIT COMMITMENT........................................................32
   SECTION 2.04.     L/C SUBCOMMITMENTS..........................................................................33
   SECTION 2.05.     NOTICE OF ISSUANCE OF L/C; AGREEMENT TO ISSUE...............................................34
   SECTION 2.06.     PAYMENT OF AMOUNTS DRAWN UNDER ANY L/C......................................................35
   SECTION 2.07.     PAYMENT BY REVOLVING LENDERS................................................................36
   SECTION 2.08.     OBLIGATIONS ABSOLUTE........................................................................37
   SECTION 2.09.     INDEMNIFICATION; NATURE OF ISSUING BANKS' DUTIES............................................37
   SECTION 2.10.     DOMESTIC SWINGLINE SUBCOMMITMENT............................................................38
   SECTION 2.11.     STERLING SWINGLINE SUBCOMMITMENT............................................................39
   SECTION 2.12.     REDUCTIONS OF REVOLVING CREDIT COMMITMENTS..................................................40
   SECTION 2.13.     USE OF PROCEEDS.............................................................................41

ARTICLE III.        TERM A LOANS.................................................................................41

   SECTION 3.01.     TERM A LOANS................................................................................41
   SECTION 3.02.     USE OF PROCEEDS.............................................................................41

ARTICLE IV.         TERM B LOANS.................................................................................41

   SECTION 4.01.     TERM B LOANS................................................................................42
   SECTION 4.02.     USE OF PROCEEDS.............................................................................42

ARTICLE V.          GENERAL LOAN TERMS...........................................................................42

   SECTION 5.01.     DISBURSEMENT OF FUNDS.......................................................................42
   SECTION 5.02.     INTEREST ON LOANS...........................................................................43
   SECTION 5.03.     INTEREST PERIODS............................................................................44
   SECTION 5.04.     DEFAULT INTEREST............................................................................45
   SECTION 5.05.     FEES........................................................................................45
   SECTION 5.06.     VOLUNTARY PREPAYMENTS OF REVOLVING LOANS....................................................46
   SECTION 5.07.     VOLUNTARY PREPAYMENTS OF TERM LOANS.........................................................46
   SECTION 5.08.     MANDATORY PREPAYMENTS OF LOANS..............................................................47
   SECTION 5.09.     PAYMENTS, ETC...............................................................................49
   SECTION 5.10.     APPORTIONMENT OF PAYMENTS; ALLOCATION OF PROCEEDS FROM COLLATERAL...........................51
   SECTION 5.11.     SHARING OF PAYMENTS, ETC....................................................................52
   SECTION 5.12.     INTEREST RATE NOT ASCERTAINABLE; ETC........................................................52
   SECTION 5.13.     ILLEGALITY..................................................................................52
   SECTION 5.14.     INCREASED COSTS.............................................................................53
   SECTION 5.15.     LENDING OFFICES.............................................................................54
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   SECTION 5.16.     FUNDING LOSSES..............................................................................54
   SECTION 5.17.     ASSUMPTIONS CONCERNING FUNDING OF LIBOR LOANS...............................................55
   SECTION 5.18.     CAPITAL ADEQUACY............................................................................55
   SECTION 5.20.     FAILURE TO PAY IN APPROPRIATE CURRENCY......................................................55
   SECTION 5.21.     EFFECT OF MONETARY UNION....................................................................56

ARTICLE VI.         CONDITIONS TO LOANS..........................................................................56

   SECTION 6.01.     CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT.................................56
   SECTION 6.02.     CONDITIONS PRECEDENT TO EACH LOAN AND EACH L/C..............................................60
   SECTION 6.03.    EFFECT OF AMENDMENT AND RESTATEMENT..........................................................61

ARTICLE VII.        REPRESENTATIONS AND WARRANTIES...............................................................61

   SECTION 7.01.     ORGANIZATIONAL EXISTENCE; COMPLIANCE WITH LAW...............................................61
   SECTION 7.02.     ORGANIZATIONAL POWER; AUTHORIZATION.........................................................62
   SECTION 7.03.     ENFORCEABLE OBLIGATIONS.....................................................................62
   SECTION 7.04.     NO LEGAL BAR................................................................................62
   SECTION 7.05.     NO MATERIAL LITIGATION......................................................................62
   SECTION 7.06.     INVESTMENT COMPANY ACT, ETC.................................................................62
   SECTION 7.07.     MARGIN REGULATIONS..........................................................................62
   SECTION 7.08.     COMPLIANCE WITH ENVIRONMENTAL LAWS..........................................................62
   SECTION 7.09.     INSURANCE...................................................................................63
   SECTION 7.10.     NO DEFAULT..................................................................................63
   SECTION 7.11.     NO BURDENSOME RESTRICTIONS..................................................................63
   SECTION 7.12.     TAXES.......................................................................................63
   SECTION 7.13.     SUBSIDIARIES................................................................................63
   SECTION 7.14.     FINANCIAL STATEMENTS........................................................................64
   SECTION 7.15.     ERISA.......................................................................................64
   SECTION 7.16.     PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC..............................................65
   SECTION 7.17.      OWNERSHIP OF PROPERTY......................................................................65
   SECTION 7.18.      INDEBTEDNESS...............................................................................65
   SECTION 7.19.      FINANCIAL CONDITION........................................................................66
   SECTION 7.20.     LABOR MATTERS...............................................................................66
   SECTION 7.21.     PAYMENT OR DIVIDEND RESTRICTIONS............................................................66
   SECTION 7.22.      REPRESENTATIONS AND WARRANTIES RELATING TO ACCOUNTS........................................66
   SECTION 7.23.     REPRESENTATIONS AND WARRANTIES RELATING TO INVENTORY........................................67
   SECTION 7.24.     OWNERSHIP OF STOCK OF THE BORROWERS.........................................................67
   SECTION 7.25.     DISCLOSURE..................................................................................67

ARTICLE VIII.       AFFIRMATIVE COVENANTS........................................................................67

   SECTION 8.01.     ORGANIZATIONAL EXISTENCE ETC................................................................68
   SECTION 8.02.     COMPLIANCE WITH LAWS, ETC...................................................................68
   SECTION 8.03.     PAYMENT OF TAXES AND CLAIMS, ETC............................................................68
   SECTION 8.04.     KEEPING OF BOOKS............................................................................68
   SECTION 8.05.     VISITATION, INSPECTION, COLLATERAL APPRAISALS AND AUDITS, ETC...............................68
   SECTION 8.06.     INSURANCE; MAINTENANCE OF PROPERTIES........................................................68
   SECTION 8.07.     REPORTING COVENANTS.........................................................................69
   SECTION 8.08.     FINANCIAL COVENANTS.........................................................................72
   SECTION 8.09.     ADDITIONAL CREDIT PARTIES...................................................................72
   SECTION 8.10.     SUBORDINATED DEBT PLACEMENT.................................................................73
   SECTION 8.11.     THE OFFER...................................................................................73
   SECTION 8.12.     ACQUISITION FINANCING INDEMNITY.............................................................74
   SECTION 8.13.     HONG KONG REORGANIZATION....................................................................74
   SECTION 8.14.     MORTGAGE ON TUPELO WAREHOUSE................................................................74
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ARTICLE IX.         NEGATIVE COVENANTS...........................................................................75

   SECTION 9.01.     INDEBTEDNESS................................................................................75
   SECTION 9.02.     LIENS.......................................................................................76
   SECTION 9.03.     MERGERS, CONSOLIDATIONS, ACQUISITIONS, SALES, ETC...........................................76
   SECTION 9.04.     INVESTMENTS, LOANS, ETC.....................................................................77
   SECTION 9.05.     LEASE OBLIGATIONS...........................................................................77
   SECTION 9.06.     RESTRICTED PAYMENTS.........................................................................78
   SECTION 9.07.     SALE AND LEASEBACK TRANSACTIONS.............................................................78
   SECTION 9.08.     TRANSACTIONS WITH AFFILIATES................................................................78
   SECTION 9.09.     ERISA.......................................................................................78
   SECTION 9.10.     ADDITIONAL NEGATIVE PLEDGES.................................................................78
   SECTION 9.11.     LIMITATION ON PAYMENT RESTRICTIONS AFFECTING CONSOLIDATED COMPANIES.........................79
   SECTION 9.12.     CONSOLIDATED CAPITAL EXPENDITURES...........................................................79
   SECTION 9.13.     CHANGE IN BUSINESS..........................................................................79
   SECTION 9.14.     MODIFICATION OF CORPORATE NAME, CHARTER, ETC................................................79
   SECTION 9.15.     CHANGES RELATED TO SUBORDINATED DEBT........................................................79

ARTICLE X.          EVENTS OF DEFAULT............................................................................79

   SECTION 10.01.   PAYMENTS.....................................................................................80
   SECTION 10.02.   COVENANTS WITHOUT NOTICE.....................................................................80
   SECTION 10.03.   OTHER COVENANTS..............................................................................80
   SECTION 10.04.   REPRESENTATIONS..............................................................................80
   SECTION 10.05.   NON-PAYMENTS OF OTHER INDEBTEDNESS...........................................................80
   SECTION 10.06.   DEFAULTS UNDER OTHER AGREEMENTS..............................................................80
   SECTION 10.07.   BANKRUPTCY...................................................................................80
   SECTION 10.08.   ERISA........................................................................................81
   SECTION 10.09.   JUDGMENT.....................................................................................81
   SECTION 10.10.   CHANGE IN CONTROL;...........................................................................81
   SECTION 10.11.   DEFAULT UNDER OTHER CREDIT DOCUMENTS.........................................................81
   SECTION 10.12.   DEFAULT UNDER SUBORDINATED DEBT..............................................................81
   SECTION 10.13.   ATTACHMENTS..................................................................................81

ARTICLE XI.         ADMINISTRATIVE AGENT, ISSUING BANK AND SWING LINE LENDER.....................................82

   SECTION 11.01.   APPOINTMENT OF ADMINISTRATIVE AGENT..........................................................82
   SECTION 11.02.   APPOINTMENT OF ISSUING BANKS.................................................................82
   SECTION 11.03.   APPOINTMENT OF SWINGLINE LENDERS.............................................................82
   SECTION 11.04.   NATURE OF DUTIES OF ADMINISTRATIVE AGENT, ISSUING BANKS AND SWINGLINE LENDERS................83
   SECTION 11.05.   LACK OF RELIANCE ON THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE SWINGLINE
                     LENDERS.....................................................................................83
   SECTION 11.06.   CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE SWINGLINE
                     LENDERS.....................................................................................83
   SECTION 11.07.   RELIANCE BY ADMINISTRATIVE AGENT, ISSUING BANK AND THE SWINGLINE LENDER......................84
   SECTION 11.08.   INDEMNIFICATION OF ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE SWINGLINE
                     LENDERS.....................................................................................84
   SECTION 11.09.   THE ADMINISTRATIVE AGENT, THE ISSUING BANKS AND THE SWINGLINE LENDERS IN THEIR
                     INDIVIDUAL CAPACITIES.......................................................................85
   SECTION 11.10.   HOLDERS OF NOTES.............................................................................85
   SECTION 11.11.   SUCCESSOR ADMINISTRATIVE AGENT...............................................................85

ARTICLE XII.        MISCELLANEOUS................................................................................86

   SECTION 12.01.   NOTICES......................................................................................86
   SECTION 12.02.   AMENDMENTS, ETC..............................................................................86
   SECTION 12.03.   NO WAIVER; REMEDIES CUMULATIVE...............................................................87
   SECTION 12.04.   PAYMENT OF EXPENSES, ETC.....................................................................87
   SECTION 12.05.   RIGHT OF SETOFF..............................................................................88
   SECTION 12.06.   BENEFIT OF AGREEMENT.........................................................................88
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   SECTION 12.07.   EXCHANGE OF NOTES; LOST NOTES................................................................89
   SECTION 12.08.   GOVERNING LAW; SUBMISSION TO JURISDICTION....................................................89
   SECTION 12.09.   INDEPENDENT NATURE OF LENDERS' RIGHTS........................................................90
   SECTION 12.10.   COUNTERPARTS.................................................................................91
   SECTION 12.11.   SURVIVAL.....................................................................................91
   SECTION 12.12.   SEVERABILITY.................................................................................91
   SECTION 12.13.   INDEPENDENCE OF COVENANTS....................................................................91
   SECTION 12.14.   CHANGE IN ACCOUNTING PRINCIPLES, FISCAL YEAR OR TAX LAWS.....................................91
   SECTION 12.15.   HEADINGS DESCRIPTIVE; ENTIRE AGREEMENT.......................................................91
   SECTION 12.16.   MAXIMUM INTEREST RATE........................................................................91
   SECTION 12.17.   JUDGMENT CURRENCY............................................................................92
   SECTION 12.18.   DOLLAR EQUIVALENT COMPUTATIONS...............................................................92
   SECTION 12.19.   STERLING EQUIVALENT COMPUTATIONS.............................................................92
   SECTION 12.19.   MARKET DISRUPTION............................................................................92

Exhibits

Exhibit A       -   Form of Assignment and Acceptance Agreement
Exhibit B       -   Form of Revolving Credit Note
Exhibit C       -   Form of Term A Note
Exhibit D       -   Form of Term B Note
Exhibit E-1     -   Form of Domestic Swingline Note
Exhibit E-2     -   Form of UK Swingline Note
Exhibit F       -   Form of Closing Certificate
Exhibit G       -   Form of Compliance Certificate
Exhibit H       -   Form of Borrowing Base Certificate
Exhibit I       -   Form of Pledged Account Agreement
Exhibit J       -   Form of Domestic Revolving Notice of Borrowing
Exhibit K       -   Form of Domestic Revolving Notice of Conversion/Continuation
Exhibit L       -   Form of Sterling Revolving Notice of Borrowing
Exhibit M       -   Form of Sterling Revolving Notice of Continuation
Exhibit N       -   Form of Sterling Swingline Notice of Borrowing
Exhibit O       -   Form of Domestic Swingline Notice of Borrowing


Schedules

Schedule 1.01 -- Existing L/Cs
Schedule 3.01 -- Term A Loan Amortization
Schedule 4.01 -- Term B Loan Amortization
Schedule 7.05 -- Non-Material Litigation
Schedule 7.08 - Environmental
Schedule 7.09 -- Insurance
Schedule 7.13 -- Subsidiaries
Schedule 7.15 - ERISA
Schedule 7.21 -- Payment and Dividend Restrictions
Schedule 7.24 -- Ownership of Stock of the Borrowers
Schedule 9.01 - Indebtedness
Schedule 9.02 - Liens
Schedule 9.04 -- Investments
Schedule 9.08 -- Transactions with Affiliates
Schedule 9.10 -- Negative Pledges
Schedule 9.11 -- Payment Restrictions
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                              AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

         THIS AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
(this "Agreement") is made and entered into as of September 22, 2000, by and
among CATALINA LIGHTING, INC., a Florida corporation ("Domestic Borrower"),
CATALINA INTERNATIONAL PLC, a limited company organized under the laws of
England and Wales (Registered in England No. 03949382) ("Holdings Borrower"),
and RING LIMITED (formerly known as Ring PLC), a limited company organized under
the laws of England and Wales (Registered in England No. 29796) ("Sterling
Borrower"; Domestic Borrower, Holdings Borrower and Sterling Borrower are
collectively referred to herein as the "Borrowers" and individually as a
"Borrower"), SUNTRUST BANK, a Georgia banking corporation ("SunTrust"), and the
other banks and lending institutions that are signatories to this Agreement and
that hereafter become "Lenders" as provided herein (SunTrust and such other
banks and lending institutions, collectively, the "Lenders"), and SUNTRUST BANK,
in its capacities as Administrative Agent for the Lenders (the "Administrative
Agent"), as Domestic Issuing Bank (the "Domestic Issuing Bank"), as Domestic
Swingline Lender (the "Domestic Swingline Lender"), as UK Issuing Bank (the "UK
Issuing Bank"), and as UK Swingline Lender (the "UK Swingline Lender").

                              W I T N E S S E T H:

         WHEREAS, Domestic Borrower and Holdings Borrower entered into that
certain Revolving Credit and Term Loan Agreement dated as of July 18, 2000, by
and among Domestic Borrower, Holdings Borrower, the Lenders, the Administrative
Agent, the Domestic Issuing Bank, the Domestic Swingline Lender, the UK Issuing
Bank and the UK Swingline Lender (the "Original Credit Agreement"); and

         WHEREAS, pursuant to a Recommended Cash Offer (the "Offer") dated as of
June 1, 2000 by N. M. Rothschild & Son Limited on behalf of the Holdings
Borrower, a wholly-owned Subsidiary of Domestic Borrower, Holdings Borrower
acquired at least 90% of the Ordinary Shares of Ring Limited (formerly known as
Ring PLC); and

         WHEREAS, the Borrowers and SunTrust Bank hereto entered into that
certain Amended and Restated Revolving Credit and Term Loan Agreement dated as
of August 18, 2000 (the "August 18, 2000 Amendment and Restatement"); and

         WHEREAS, pursuant to the August 18, 2000 Amendment and Restatement Ring
Limited (formerly known as Ring PLC) became the Sterling Borrower thereunder;
and

         WHEREAS, pursuant to the Original Credit Agreement and the August 18,
2000 Amendment and Restatement, SunTrust Bank established certain credit
facilities, subcommitments and commitments; and

         WHEREAS, the Borrowers have requested that the Lenders (i) establish
(a) a domestic revolving credit commitment in favor of the Domestic Borrower in
the amount of $20,000,000 and (b) a Sterling revolving credit commitment in
favor of the Sterling Borrower in the amount of the Sterling Equivalent of
$25,000,000 and (ii) maintain outstanding one term loan in the principal amount
of (pound)9,934,432.74 (which was, as of July 18, 2000, the Sterling Equivalent
of $15,000,000) to the Holdings Borrower and (iii) maintain outstanding one term
loan in the amount of $15,000,000 to the Domestic Borrower; and

         WHEREAS, the parties hereto desire to enter into this Agreement to
amend and restate the August 18, 2000 Amendment and Restatement to reflect
certain changes in the terms and conditions of the August 18, 2000 Amendment and
Restatement as more fully set forth herein;

<PAGE>

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

                                   ARTICLE I.

                            DEFINITIONS; CONSTRUCTION

         Section 1.01. Definitions. In addition to the other terms defined
herein, the following terms used herein shall have the meanings herein specified
(to be equally applicable to both the singular and plural forms of the terms
defined):

                  "Account Debtor" shall mean any Person who is obligated under
an Account.

                  "Accounts" shall mean, for any Person, all "accounts" (as
defined in the UCC), now or hereafter owned or acquired by such Person or in
which such Person now or hereafter has or acquires any rights, and, in any
event, shall mean and include, without limitation, (a) all accounts receivable,
contract rights, book debts, notes, drafts, choses in action and other
obligations or indebtedness owing to such Person arising from the sale or lease
of goods or other property by it or the performance of services by it
(including, without limitation, any such obligation which might be characterized
as an account, contract right or general intangible under the Uniform Commercial
Code in effect in any jurisdiction), (b) all of such Person's rights in, to and
under all purchase and sales orders for goods, services or other property, and
all of such Person's rights to any goods, services or other property represented
by any of the foregoing (including returned or repossessed goods and unpaid
sellers' rights of rescission, replevin, reclamation and rights to stoppage in
transit), (c) all monies due to or to become due to such Person under all
contracts for the sale, lease or exchange of goods or other property or the
performance of services by it (whether or not yet earned by performance on the
part of such Person), and (d) all collateral security and guarantees of any kind
given by such Person with respect to any of the foregoing, in each case whether
now in existence or hereafter arising or acquired.

                  "Acquisition" means the acquisition by the Holdings Borrower
of any Shares pursuant to the Offer Documents.

                  "Active Subsidiary" shall mean each Subsidiary of the Domestic
Borrower that has any assets, liabilities or conducts any business whatsoever.

                  "Administrative Agent's Fee" shall mean the "Administrative
Agent's Fee" payable by the Domestic Borrower to the Administrative Agent
pursuant to the Fee Letter.

                  "Affiliate" of any Person shall mean any other Person directly
or indirectly controlling, controlled by, or under common control with, such
Person, whether through the ownership of voting securities, by contract or
otherwise. For purposes of this definition, "control" (including with
correlative meanings, the terms "controlling", "controlled by", and "under
common control with") as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person.

                  "Administrative Agent" shall have the meaning assigned to such
term in the opening paragraph hereof.

                  "Agreement" shall mean this Amended and Restated Revolving
Credit and Term Loan Agreement, as the same may be amended, restated,
supplemented and otherwise modified from time to time.

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                  "Applicable Base Rate Margin" shall mean for any period the
applicable percentage per annum determined from the chart set forth below based
on the Leverage Ratio calculated as of the relevant determination date for the
preceding four fiscal quarter period then ending:

                If the Leverage Ratio is:        The Applicable Base Rate Margin
                -------------------------               For the Loans is:
                                                        -----------------

         Less than 1.50:1.00                                  0.75%
         Greater than or equal to 1.50:1.00 but               1.00%
         less than 2.00:1.00
         Greater than or equal to 2.00:1.00 but               1.25%
         less than 2.50:1.00
         Greater than or equal to 2.50:1.00 but               1.50%
         less than 3.00:1.00
         Greater than or equal to 3.00:1.00 but               1.75%
         less than 3.50:1.00
         Greater than or equal to 3.50:1.00                   2.00%

Each change in the Applicable Base Rate Margin resulting from a change in the
Leverage Ratio shall be effective on the second Business Day immediately
following the date of delivery to the Administrative Agent of the annual
financial statements required under Section 8.07(a), or the quarterly financial
statements for each Fiscal Quarter required under Section 8.07(b), as
applicable, in each case together with the compliance certificate required by
Section 8.07(c), indicating such change; provided, however, that for the period
commencing on the Closing Date and ending on the six month anniversary of the
Closing Date, the Applicable Base Rate Margin shall be 1.75% per annum.
Notwithstanding the foregoing, at any time during which the Domestic Borrower
has failed to deliver such financial statements and certificates when required
by Section 8.07(a), (b), and (c), as applicable, the Applicable Base Rate Margin
shall be 2.00% per annum until such time as the delinquent financial statements
are delivered, at which time the Applicable Base Rate Margin shall be reset as
provided above.

                  "Applicable Commitment Fee Percentage" shall mean for any
period the applicable percentage per annum determined from the chart set forth
below based on the Leverage Ratio calculated as of the relevant determination
date for the preceding four fiscal quarter period then ending:

                   If the Leverage Ratio is:          The Applicable Commitment
                   ------------------------               Fee Percentage is:
                                                          ------------------
                     Less than 2.50:1.00                       .375%
               Greater than or equal to 2.50:1.00               .50%

Each change in the Applicable Commitment Fee Percentage resulting from a change
in the Leverage Ratio shall be effective on the second Business Day immediately
following the date of delivery to the Administrative Agent of the annual
financial statements required under Section 8.07(a), or the quarterly financial
statements for each Fiscal Quarter required under Section 8.07(b), as
applicable, in each case together with the compliance certificate required by
Section 8.07(c), indicating such change; provided, however, that for the period
commencing on the Closing Date and ending on the six month anniversary of the
Closing Date, the Applicable Commitment Fee Percentage shall be 0.50% per annum.
Notwithstanding the foregoing, at any time during which the Domestic Borrower
has failed to deliver such financial statements and certificates when required
by Section 8.07(a), (b), and (c), as applicable, the Applicable Commitment Fee
Percentage shall be 0.50% per annum, until such time as the delinquent financial

                                      -3-
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statements are delivered, at which time the Applicable Commitment Fee Percentage
shall be reset as provided above.

                  "Applicable LIBOR Margin" shall mean for any period the
applicable percentage per annum determined from the chart set forth below based
on the Leverage Ratio calculated as of the relevant determination date for the
preceding four fiscal quarter period then ending:

                If the Leverage Ratio is:          The Applicable LIBOR Margin
                ------------------------               For the Loans is:
                                                       -----------------
         Less than 1.50:1.00                                    1.75%
         Greater than or equal to 1.50:1.00  but                2.00%
         less than 2.00:1.00
         Greater than or equal to 2.00:1.00  but                2.25%
         less than 2.50:1.00
         Greater than or equal to 2.50:1.00  but                2.50%
         less than 3.00:1.00
         Greater than or equal to 3.00:1.00  but                2.75%
         less than 3.50:1.00
         Greater than or equal to 3.50:1.00                     3.00%

Each change in the Applicable LIBOR Margin resulting from a change in the
Leverage Ratio shall be effective on the second Business Day immediately
following the date of delivery to the Administrative Agent of the annual
financial statements required under Section 8.07(a), or the quarterly financial
statements for each Fiscal Quarter required under Section 8.07(b), as
applicable, in each case together with the compliance certificate required by
Section 8.07(c), indicating such change; provided, however, that for the period
commencing on the Closing Date and ending on the six month anniversary of the
Closing Date, the Applicable LIBOR Margin shall be 2.75% per annum.
Notwithstanding the foregoing, at any time during which the Domestic Borrower
has failed to deliver such financial statements and certificates when required
by Section 8.07(a), (b), and (c), as applicable, the Applicable LIBOR Margin
shall be 3.00% per annum, until such time as the delinquent financial statements
are delivered, at which time the Applicable LIBOR Margin shall be reset as
provided above.

                  "Arranger" shall mean SunTrust Equitable Securities
Corporation.

                  "Assignment and Acceptance" shall mean an assignment and
acceptance entered into by a Lender and an Eligible Assignee in accordance with
the terms of this Agreement and substantially in the form of Exhibit A.

                  "Bankruptcy Code" shall mean any of the United States
Bankruptcy Code of 1978 (11 USC.ss. 1 et seq.), as amended and in effect from
time to time.

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

                                      -4-
<PAGE>

                  "Base Rate Loan" shall mean a Loan made or outstanding as a
portion of the Term B Loans, Domestic Revolving Loans or Domestic Swingline
Loans, bearing interest based on the Base Rate.

                  "Beltline Site" shall mean that certain storage facility
leased by the Domestic Borrower located at 3115 Beltline Road, Dallas, TX 75006.

                  "Borrower Representative" shall mean (i) the Domestic
Borrower, or (ii) such other Borrower appointed by the Borrowers to replace the
Domestic Borrower and of whose appointment the Borrowers shall have given prior
written notice to the Administrative Agent and the Lenders.

                  "Borrowers" shall have the respective meaning assigned to such
term in the opening paragraph of this Agreement.

                  "Borrowing" shall mean the borrowing, continuation or
conversion by any Borrower of Loans of one Type and made pursuant to the same
tranche of commitments (e.g. the Revolving Credit Commitments, (including the
Sterling Revolving Credit Commitments and the Domestic Revolving Credit
Commitments), the Term A Loan Commitments or the Term B Loan Commitments), and
if such Loans are LIBOR Loans, concurrently having the same Interest Period
(except as otherwise provided in Sections 5.13(b) and 5.14) or the continuation
or conversion of an existing Borrowing or Borrowings in whole or in part.

                  "Borrowing Availability" shall mean, at any time, (i) the
Borrowing Limit less (ii) the sum of the principal amount of all outstanding
Domestic Revolving Loans, Domestic Swingline Loans, L/C Obligations and the
Dollar Equivalent (determined as of the most recent Determination Date) of the
outstanding principal amount of all Sterling Revolving Loans and Sterling
Swingline Loans; provided, however, that for purposes of determining Borrowing
Availability, only 50% of Eligible Trade L/C's and only 50% of NatWest L/C No.
502707, which backs Eligible Trade L/C's issued by NatWest shall be included in
L/C Obligations.

                  "Borrowing Base" shall mean, at any time, the sum of (a) up to
80% of Eligible Accounts, plus (b) up to 50% of Eligible Inventory, plus (c)
cash on deposit in an account with SunTrust or on deposit in an account with one
other bank or financial institution located in England, so long as such accounts
are subject to Pledged Account Agreements. After the occurrence and during the
continuation of an Event of Default the Administrative Agent shall have the
right to adjust advance rates from those set forth above in the exercise of its
commercially reasonable judgement.

                  "Borrowing Base Certificate" shall mean a certificate of a
Senior Officer of the Domestic Borrower, substantially in the form of Exhibit H.

                  "Borrowing Base Parties" shall mean the Domestic Borrower and
each of its Domestic Subsidiaries that are Credit Parties, Holdings Borrower and
the Sterling Borrower and each of its UK Subsidiaries that are Credit Parties.

                  "Borrowing Limit" shall mean, at any time, the lesser of (i)
the aggregate principal amount of the Revolving Credit Commitments at such time
and (ii) the Borrowing Base as reported in the Borrowing Base Certificate most
recently delivered to the Administrative Agent pursuant to Section 8.07(e).

                  "Business Day" shall mean (i) with respect to any Borrowing,
payment or rate selection of LIBOR Loans, a day (other than a Saturday or
Sunday) (a) on which banks generally are open in Atlanta, Georgia for the
conduct of substantially all of their commercial lending activities, and (b) on
which dealings in US Dollars and Sterling are carried on in the London interbank
and foreign exchange markets and (ii) for all other purposes, a day (other than
a Saturday or Sunday) on which banks generally are open in Atlanta, Georgia and
London for the conduct of substantially all of their commercial lending
activities.

                  "Capital Lease Obligations" of any Person shall mean all
obligations of such Person under leases that are required to be classified and
accounted for as capital lease obligations under GAAP.

                                      -5-
<PAGE>

                  "Cash Collateral Account" shall mean a cash collateral account
established by the Domestic Issuing Bank and/or the Sterling Issuing Bank for
deposit of cash collateral to secure the L/C Obligations, which account shall be
designated as the Cash Collateral Account and shall be subject to the sole
dominion and control of the applicable Issuing Bank.

                  "Casualty" means any act or occurrence of any kind or nature
that results in damage, loss or destruction to any Collateral.

                  "Catalina Industrial" shall mean Catalina Industrial, Ltd., a
corporation organized under the laws of Hong Kong.

                  "Change in Control" shall mean and be deemed to occur on the
earliest of, and upon any subsequent occurrence of: (a) with respect to the
Holdings Borrower, Domestic Borrower ceasing to own (both legally and
beneficially) and control beneficially and of record, one hundred percent of the
capital stock of the Holdings Borrower, (b) with respect to the Sterling
Borrower, the Holdings Borrower ceasing to own and control ninety four and
twenty-nine one hundredths percent (94.29%) of the ordinary share capital of the
Sterling Borrower and seventy-three and ninety-eight one hundredths percent
(73.98%) of the convertible preference share capital of the Sterling Borrower,
and (c) with respect to the Domestic Borrower (i) any Person or group (within
the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on
the date hereof, shall own and control, beneficially and of record thirty (30%)
of the issued and outstanding voting Stock of the Domestic Borrower, or (ii) a
majority of the seats (except in the case of any vacancy for 30 days or less
resulting from the death or resignation of any director of the Domestic
Borrower) on the board of directors of the Domestic Borrower shall at any time
be occupied by persons who were neither (A) nominated by the board of directors
of the Domestic Borrower nor (B) appointed by the board of directors so
nominated.

                  "Closing Date" shall mean the date on or before September 22,
2000, on which the conditions set forth in Section 6.01 and Section 6.02 are
satisfied or waived in accordance with Section 12.02.

                  "Code" means The City Code on Takeovers and mergers issued by
the Panel.

                  "Collateral" shall mean all tangible and intangible personal
property of any Credit Party that is the subject of a Lien granted pursuant to a
Credit Document to the Administrative Agent for the benefit of the Lenders to
secure the whole or any part of the Obligations, and shall include without
limitation all Net Casualty/Insurance Proceeds with respect to any of the
foregoing.

                  "Collateral Documents" shall mean, collectively, the Security
Agreements, the Pledge Agreements, the Trademark Security Agreements, the Patent
Security Agreement, the Mortgage Debenture (Holdings Borrower), the Perfection
Certificate, the Intercompany Notes, the Pledged Account Agreements, the Tupelo
Warehouse Mortgage Documents, all other instruments and agreements now or
hereafter securing the whole or any part of the Obligations, all UCC-1 financing
statements, stock powers, stock certificates and all other documents,
instruments, agreements and certificates executed and delivered by any Credit
Party to the Administrative Agent on behalf of the Lenders in connection with
the foregoing.

                  "Commitment" shall mean, for any Lender, its Revolving Credit
Commitment (including its interest in the Domestic Revolving Credit Commitment,
the Domestic L/C Subcommitment, the Sterling L/C Subcommitment, the Domestic
Swingline Subcommitment, the Sterling Revolving Credit Commitment and the
Sterling Swingline Subcommitment), its Term A Loan Commitment or its Term B Loan
Commitment, as the context may require, and the term "Commitments" shall mean,
collectively, the Revolving Credit Commitments of all Revolving Lenders, the
Domestic L/C Subcommitment of the Domestic Issuing Bank, the Sterling L/C
Subcommitment of the UK Issuing Bank, the Domestic Swingline Subcommitment of
the Domestic Swingline Lender and the Sterling Swingline Subcommitment of the UK
Swingline Lender, the Term A Loan Commitments of all Term A Lenders and the Term
B Loan Commitments of all Term B Lenders.

                                      -6-
<PAGE>

                  "Commitment Letter" means the letter issued by the
Administrative Agent and Arranger in favor of the Domestic Borrower, the
Holdings Borrower and N.M. Rothschild & Sons Limited dated May 31, 2000.

                  "Condemnation" means any taking of title, of use, or of any
other property interest under the exercise of the power of eminent domain,
whether temporarily or permanently, by any Governmental Authority or by any
Person acting under Governmental Authority.

                  "Consolidated Adjusted EBITDA" shall mean (a) for any period
ending after the last day of the fourth Fiscal Quarter of Fiscal Year 2002,
Consolidated EBITDA, and (b) for any period ending on or prior to the last day
of the fourth Fiscal Quarter of Fiscal Year 2002, Consolidated EBITDA, plus the
following (to the extent deducted in determining Consolidated Net Income for
such period and not added back pursuant to the definition of Consolidated
EBITDA):

                  (i) for the period ending on the last day of the fourth Fiscal
Quarter of Fiscal Year 2000, up to $976,000 for a severance payment to William
C. Stewart;

                  (ii) for the periods ending on the last day of the fourth
Fiscal Quarter of Fiscal Year 2000, up to $583,000 for losses incurred in
connection with the sale of M&F Components;

                  (iii) for the periods ending on the last day of Fiscal Quarter
during Fiscal Year 2001 and Fiscal Year 2002, up to $250,000 for payments under
the non compete agreement with William C. Stewart; and

                  (iv) for the period beginning on September 30, 2000 through
June 30, 2001, the Sterling Borrower public company expenses up to an aggregate
annual amount of $500,000.

                  "Condemnation Award" means any and all judgments, awards of
damages (including, but not limited to, severance and consequential damages),
payments, proceeds, settlements, amounts paid for a taking in lieu of
Condemnation, or other compensation heretofore or hereafter made, including
interest thereon, and the right to receive the same, as a result of, or in
connection, with, any Condemnation or threatened Condemnation.

                  "Consolidated Amortization" shall mean, for any period,
amortization expense of the Consolidated Companies determined on a consolidated
basis in accordance with GAAP.

                  "Consolidated Capital Expenditures" shall mean, for any
period, the aggregate of expenditures of the Consolidated Companies for the
acquisition or leasing pursuant to capital leases of fixed or capital assets or
additions to property, plants and equipment (including, but not limited to,
replacements, capitalized repairs and improvements) which should be capitalized
under GAAP consistently applied.

                  "Consolidated Companies" shall mean, collectively the Domestic
Borrower and all of its Subsidiaries that are or are required to be,
consolidated in accordance with GAAP, and "Consolidated Company" shall mean,
individually, the Domestic Borrower or any of such Subsidiaries.

                  "Consolidated Depreciation" shall mean, for any period,
depreciation expense of the Consolidated Companies determined on a consolidated
basis in accordance with GAAP.

                  "Consolidated EBITDA" shall mean for any period determined on
a consolidated basis in accordance with GAAP, (a) Consolidated Net Income for
such period, plus (b) to the extent deducted in determining Consolidated Net
Income, (i) Consolidated Tax Expense for such period (ii) Consolidated Interest
Expense for such period, (iii) Consolidated Depreciation for such period, (iv)
Consolidated Amortization for such period, and (v) other non-cash charges
determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Excess Cash Flow" shall mean, for any Fiscal
Year, Consolidated Adjusted EBITDA (A) minus the sum of (i) Consolidated
Interest Expense for such Fiscal Year, (ii) principal payments made on
Consolidated Total Debt (including voluntary and mandatory prepayments of
Consolidated Total Debt made

                                      -7-
<PAGE>

during such Fiscal Year), (iii) Consolidated Tax Expense paid during such Fiscal
Year, and (iv) Consolidated Capital Expenditures made during such Fiscal Year up
to $4,000,000, (B) plus or minus (i) extraordinary gains and/or losses and (ii)
changes in Consolidated Working Capital from the last day of the prior Fiscal
Year to the last day of such Fiscal Year.

                  "Consolidated Interest Expense" shall mean, for any period,
all interest expense of the Consolidated Companies (including without
limitation, interest expense attributable to capitalized leases in accordance
with GAAP, all capitalized interest, all commissions, discounts and other fees
and charges owed with respect to bankers acceptance financing, and total
interest expense (whether shown as interest expense or as loss and expenses on
sale of receivables) under a receivables purchase facility) determined on a
consolidated basis in accordance with GAAP.

                  "Consolidated Net Income (Loss)" shall mean for any period the
net income (or loss) of the Consolidated Companies determined on a consolidated
basis in accordance with generally accepted accounting principles, excluding (i)
extraordinary items, (ii) any equity interest of the Consolidated Companies in
the unremitted earnings of any Person not a Subsidiary and (iii) the income (or
loss) of any Person accrued prior to the date such Person becomes a Subsidiary
or is merged into a Consolidated Company or such Person's assets are acquired by
any of the Consolidated Companies.

                  "Consolidated Net Worth" shall mean, as of any date, total
stockholders' equity of the Consolidated Companies determined on a consolidated
basis in accordance with GAAP.

                  "Consolidated Tax Expense" shall mean, for any period, cash
taxes relating to income paid by the Consolidated Companies during such period.

                  "Consolidated Total Debt" shall mean, as of the date of
determination thereof, (a) without duplication, the sum of all Indebtedness of
the Consolidated Companies described in clause (a) through clause (e), and
clauses (g), (h) and (i) of the definition of Indebtedness set forth herein,
including but not limited to, all obligations under the Credit Documents, less
(ii) fifty percent (50%) of aggregate L/C Obligations of Eligible Trade L/Cs.

                  "Consolidated Working Capital" shall mean, as of any date, an
amount equal to the current assets of the Consolidated Companies as of such date
(excluding cash and cash equivalents), less the current liabilities of the
Consolidated Companies as of such date (excluding current maturities of the
Obligations), in each case, determined on a consolidated basis in accordance
with GAAP.

                  "Contractual Obligation" of any Person shall mean any
provision of any security issued by such Person or of any agreement, instrument
or undertaking under which such Person is obligated or by which it or any of the
property owned by it is bound.

                  "Credit Documents" shall mean, collectively, this Agreement,
the Notes, the Intercompany Notes, the Collateral Documents, the Subordination
Agreement, the Guaranty Agreements, all Notices of Borrowing, Notices of
Conversion/Continuation, all Borrowing Base Certificates, the Fee Letter, the
Syndication Agreement, the Nat West L/C Applications, Post-Closing Agreement,
all letter of credit applications and any and all other instruments, agreements,
documents and writings executed in connection herewith.

                  "Credit Party" shall mean any Borrower and any Guarantor
(including all Persons that are currently Guarantors and all Persons who may at
any time in the future become Guarantors).

                  "Currency Contracts" shall mean any forward contracts, futures
contracts, foreign exchange contracts, currency swap agreements, and other
similar agreements and arrangements entered into by any Consolidated Company
designed to protect any Consolidated Company against fluctuations in foreign
exchange rates.

                                      -8-
<PAGE>

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

                  "Default Rate" shall have the meaning assigned to such term in
Section 5.04.

                  "Determination Date" means with respect to the Term A Loan,
which is a Sterling Loan, and any Sterling Revolving Loan, Sterling Swingline
Loan and any Sterling L/C Obligation:

                  (a) in connection with any new extension of credit, the
Business Day which is the earlier of the date such credit is extended or the
date the rate is set, as applicable;

                  (b) in connection with the continuation of a Borrowing into a
new Interest Period, the Business Day which is the earlier of the date such
Borrowing is continued or the date the rate is set, as applicable; or

                  (c) the date of any reduction of the Revolving Credit
Commitments pursuant to the terms of Article II;  and

                  (d) such additional dates, not more frequently than once a
month, as may be determined by the Administrative Agent.

                  "Dollar" and "US Dollar" and the sign "$" shall mean lawful
money of the United States of America.

                  "Dollar Equivalent" shall mean, with respect to an amount
denominated in Sterling, the amount of Dollars that would be required to
purchase the amount of Sterling on the date two Business Days prior to such
Determination Date, based upon the spot selling rate at which the Administrative
Agent offers to sell Sterling for Dollars in the interbank foreign exchange
market in New York, New York at approximately 10:00 a.m. (New York, New York
time) for delivery two Business Days later.

                  "Domestic Borrower" shall have the meaning assigned to such
term in the opening paragraph to this Agreement.

                  "Domestic Borrower Pledge Agreement" shall mean the Pledge
Agreement (Domestic Borrower), dated as of the Initial Closing Date pursuant to
which the Domestic Borrower pledges (i) 100% of the Stock of certain of its
Domestic Subsidiaries, and (ii) all Intercompany Notes owing to or held by it,
to secure the Obligations, as amended, restated, supplemented or otherwise
modified from time to time.

                  "Domestic Borrower Security Agreement" shall mean the Security
Agreement (Domestic Borrower) dated as of the Initial Closing Date by the
Domestic Borrower in favor of the Administrative Agent, as amended, restated,
supplemented or otherwise modified from time to time.

                  "Domestic Borrower Share Pledge" shall mean the Share Pledge
(Domestic Borrower) dated as of the Initial Closing Date, between the Domestic
Borrower and the Administrative Agent, pursuant to which the Domestic Borrower
pledges 66% of the Stock of the Holdings Borrower to secure the Obligations, and
pursuant to which the Domestic Borrower pledges 34% of the Stock of the Holdings
Borrower to secure the Sterling Obligations, as amended, restated, modified or
otherwise supplemented from time to time.

                  "Domestic Facing Fee" shall have the meaning assigned to such
term in Section 5.05(d).

                  "Domestic Issuing Bank" shall have the meaning assigned to
such term in the opening paragraph hereof.

                  "Domestic L/Cs" shall mean, collectively (i) the letters of
credit issued in Dollars pursuant to Section 2.04 hereof by the Domestic Issuing
Bank for the account of the Domestic Borrower pursuant to the

                                      -9-
<PAGE>

Domestic L/C Subcommitment, and (ii) the Existing Domestic L/Cs, and "Domestic
L/C" shall mean any one of them.

                  "Domestic L/C Exposure" shall mean, with respect to each
Domestic Revolving Lender, the aggregate outstanding amount of all Domestic L/C
Obligations multiplied by such Domestic Revolving Lender's Pro Rata Share of the
Domestic Revolving Credit Commitments.

                  "Domestic L/C Obligations" shall mean the sum of (a) the
maximum aggregate amount available to be drawn (assuming the conditions for
drawing thereunder have been met) under all outstanding Domestic L/Cs on such
date of determination, plus (b) the aggregate amount of all drawings under
Domestic L/Cs honored by the Domestic Issuing Bank but not theretofore
reimbursed by the Domestic Borrower on such date of determination.

                  "Domestic L/C Subcommitment" shall mean the commitment of the
Domestic Issuing Bank established pursuant to Section 2.04(a) as a subfacility
of the Domestic Revolving Credit Commitment to issue Domestic L/Cs on behalf of
the Domestic Borrower in an aggregate face amount not to exceed $3,000,000.

                  "Domestic Obligations" shall mean all amounts owing to the
Administrative Agent, the Domestic Issuing Bank, the Domestic Swingline Lender
or any other Lender by the Domestic Borrower or its Domestic Subsidiaries
pursuant to the terms of this Agreement and all other Credit Documents
including, without limitation, all Loans (other than the Sterling Loans) and
Domestic L/C Obligations (including all principal and interest payments due
thereunder), all fees, expenses, indemnification and reimbursement payments,
indebtedness, liabilities and obligations, direct or indirect, absolute or
contingent, liquidated or unliquidated, now existing or hereafter arising,
together with all renewals, extension, modifications or refinancings thereof.

                  "Domestic Revolving Borrowing" shall mean a Borrowing
consisting or to consist of Domestic Revolving Loans.

                  "Domestic Revolving Loan" shall mean, for any Domestic
Revolving Lender, a revolving loan made to the Domestic Borrower by such
Domestic Revolving Lender under its Domestic Revolving Credit Commitment
pursuant to Section 2.02 or 2.06.

                  "Domestic Revolving Notes" shall mean promissory notes by the
Domestic Borrower payable to the order of each Domestic Revolving Lender, in
substantially the form of Exhibit B, evidencing the Domestic Revolving Loans
made to the Domestic Borrower by such Domestic Revolving Lender pursuant to its
Domestic Revolving Credit Commitment, either as originally executed or as they
may be amended, restated, supplemented, renewed, extended or otherwise modified
from time to time.

                  "Domestic Revolving Notice of Borrowing" shall have the
meaning assigned to such term in Section 2.02(c), in the form of Exhibit J
attached.

                  "Domestic Revolving Notice of Conversion/Continuation" shall
have the meaning assigned to such term in Section 2.02(d), in the form of
Exhibit K attached.

                  "Domestic Revolving Credit Commitment" shall mean, at any time
for any Domestic Revolving Lender, the commitment of such Domestic Revolving
Lender established pursuant to Section 2.01 and 2.02 to make Domestic Revolving
Loans to the Domestic Borrower and to purchase participations in the Domestic
L/Cs, and the Domestic Swingline Loans.

                  "Domestic Revolving Credit Commitment Amount" shall mean, for
any Domestic Revolving Lender, the "Domestic Revolving Credit Commitment Amount"
set forth under such Domestic Revolving Lender's name on the signature pages to
this Agreement, or with respect to any Person becoming a Domestic Revolving
Lender after the Closing Date, the "Domestic Revolving Credit Commitment Amount"
assigned to such Person in the Assignment and Acceptance Agreement executed by
such Person as an assignee, as the same may be increased or decreased from time
to time as a result of any reduction thereof pursuant to Section 2.12, any
assignment thereof

                                      -10-
<PAGE>

pursuant to Section 12.06, or any amendment thereof pursuant to Article II.
Domestic Revolving Credit Commitment Amount for all Lenders shall be
$20,000,000, as such amount may be reduced pursuant to Section 2.12.

                  "Domestic Revolving Lenders" shall mean all Lenders that have
agreed to make, or that hold, any Domestic Revolving Loans.

                  "Domestic Subsidiary" shall mean any Subsidiary of the
Domestic Borrower that is organized under the laws of a jurisdiction in the
United States.

                  "Domestic Subsidiary Guaranty" shall mean the Subsidiary
Guaranty Agreement (Domestic Subsidiary) dated as of the Original Closing Date
executed by each Domestic Subsidiary pursuant to which the Domestic Subsidiaries
shall guarantee the Obligations, as amended, restated, supplemented or otherwise
modified from time to time.

                  "Domestic Subsidiary Security Agreement" shall mean the
Security Agreement (Domestic Subsidiary) dated as of the Original Closing Date
executed by each Domestic Subsidiary of the Borrower in favor of the
Administrative Agent, as amended, restated, supplemented or otherwise modified.

                  "Domestic Swingline Exposure" shall mean, for any Domestic
Revolving Lender, the outstanding principal amount of the Domestic Swingline
Loans multiplied by such Domestic Revolving Lender's Pro Rata Share of the
Domestic Revolving Credit Commitments.

                  "Domestic Swingline Lender" shall have the meaning set forth
in the opening paragraph hereof.

                  "Domestic Swingline Loan" shall mean a swingline loan made by
the Domestic Swingline Lender to the Domestic Borrower under the Domestic
Swingline Subcommitment pursuant to Section 2.10.

                  "Domestic Swingline Note" shall mean the promissory note by
the Domestic Borrower payable to the order of the Domestic Swingline Lender, in
substantially the form of Exhibit E-1, evidencing the Domestic Swingline Loans,
either as originally executed or as they may be amended, restated, supplemented,
renewed, extended or otherwise modified from time to time.

                  "Domestic Swingline Notice of Borrowing" shall have the
meaning assigned to such term in Section 2.10(c).

                  "Domestic Swingline Subcommitment" shall mean the commitment
of the Domestic Swingline Lender to make Domestic Swingline Loans to the
Domestic Borrower in an aggregate principal amount not to exceed $3,000,000, and
the commitments of the Domestic Revolving Lenders to purchase participations in
such Domestic Swingline Loans which commitments are established pursuant to
Section 2.10 as a subcommitment of the Domestic Revolving Credit Commitments.

                  "Dormant Subsidiary" shall mean each Subsidiary of the
Domestic Borrower or the Sterling Borrower that has no assets, no liabilities
and does not conduct business in any way.

                  "Eligible Accounts" shall mean all Accounts of the Borrowing
Base Parties other than any Account of the Borrowing Base Parties:

                  (a) that does not arise from the sale of goods or the
performance of services in the ordinary course of its business;

                  (b) upon which (i) the right to receive payment is not
absolute or is contingent upon the fulfillment of any condition whatsoever or
(ii) any Borrowing Base Party is not able to bring suit or otherwise enforce its
remedies against the Account Debtor through judicial process;

                                      -11-
<PAGE>

                  (c) that is owed by an Account Debtor to which any Borrowing
Base Party is indebted in any way, or which is subject to any defense, right of
setoff or counterclaim by the Account Debtor that is not in the ordinary course
of business, but only to the extent of such indebtedness, defense, setoff or
counterclaim;

                  (d) (i) that is not a bona fide, valid and enforceable
obligation of the Account Debtor, (ii) with respect to which, in whole or in
part, a check, promissory note, draft, trade acceptance or other instrument for
the payment of money has been received, presented for payment and returned
uncollected for any reason or (iii) that is subject to any customer dispute, if
the amount in dispute is larger than 20% of the invoice amount for such account;

                  (e) with respect to which an invoice has not been sent or is
not subject to an electronic order and receipt;

                  (f) that is not owned solely by a Borrowing Base Party;

                  (g) that is subject to any right, claim, interest or lien of
another Person, other than a Lien in favor of the Administrative Agent;

                  (h) that is the obligation of an Account Debtor:

                           (i) that is the United States of America or any
         department, agency, public corporation or other instrumentality
         thereof, unless the Administrative Agent has agreed to the contrary in
         writing and all required procedures for the effective collateral
         assignment of such Account under the Federal Assignment of Claims Act
         of 1940, as amended, and any other steps necessary to perfect the
         Administrative Agent's Lien in such Account, have been complied with to
         the Administrative Agent's satisfaction;

                           (ii) that (A) is uninsured and (B) either (i) does
         not maintain its chief executive office in the United States, the
         United Kingdom or another member of the European Union, (ii) is not
         organized under the laws of the United States, the United Kingdom the
         European Union or any state or other political subdivision thereof, or
         (iii) is the government of any foreign country or sovereign state or
         any state, province, municipality or other political subdivision
         thereof, or of any department, agency, public corporation or other
         instrumentality thereof, unless such Account is secured by a letter of
         credit acceptable to the Administrative Agent;

                           (iii) that is an Affiliate, director, officer or
         employee of a Borrowing Base Party; or

                           (iv) with whom a Borrowing Base Party has any
         agreement or understanding for discounts or deductions from the Account
         only to the extent of such discount or deduction, except for discounts
         or allowances which are made in the ordinary course of business for
         prompt payment or volume purchases and which discounts or allowances
         are reflected in the calculation of the face value of each invoice
         related to such Account;

                  (i) that arises with respect to goods which are delivered on a
cash-on-delivery basis or placed on consignment, guaranteed sale or other terms
by reason of which the payment by the Account Debtor may be conditional;

                  (j) that is an obligation for which the total unpaid Accounts
of the Account Debtor exceed 15% of the net amount of all Accounts, to the
extent of such excess, other than Accounts for which the Account Debtor is Home
Depot, Inc., Wal-Mart, Inc., Lowes, Inc. or Kingfisher Ltd. and its
subsidiaries;

                  (k) that is in default; provided, that an Account shall be
deemed in default if (i) the Account is not paid within the lesser of 90 days
from its due date or 130 days from its original invoice date; (ii) the Account
Debtor obligated on such Account suspends business, becomes insolvent, files a
petition for bankruptcy, makes a general assignment for the benefit of
creditors, or fails to pay its debts generally as they come due; (iii) a
petition is

                                      -12-
<PAGE>

filed by or against any Account Debtor obligated upon such Account under any
bankruptcy law or any other national, state or provincial receivership,
insolvency relief or other law or laws for the relief of debtors or (iv) a
receiver or trustee for the Account Debtor or any of its assets is appointed;

                  (l) that is the obligation of an Account Debtor for whom 50%
or more of the Accounts upon which such Account Debtor is obligated are not
Eligible Accounts;

                  (m) that arises from any bill-and-hold arrangement or other
arrangement for the sale of goods which remain in the possession or control of
any Borrowing Base Party;

                  (n) as to which the Administrative Agent does not have a
first-priority perfected security interest;

                  (o) with respect to which any of the representations,
warranties, covenants, and agreements contained in the Credit Documents are not
true and correct; or

                  (p) that represents interest payments or service charges owing
to any Borrowing Base Party; provided, that the Administrative Agent shall have
the right to create and adjust eligibility standards from time to time in its
commercially reasonable credit judgment.

                  "Eligible Assignee" shall mean (i) a commercial bank or
savings and loan association and having total assets in excess of $500,000,000;
(ii) a finance company, insurance company or other financial institution, lender
or fund (whether a corporation, partnership or other entity) which is engaged in
making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business, and having total assets in excess of at least
$500,000,000; (iii) any Lender or any Affiliate of any Lender; or (iv) any other
Person consented to by the Administrative Agent and, so long as no Default or
Event of Default has occurred and is continuing, by the Borrower Representative
(such approval by the Administrative Agent or the Borrower Representative not to
be unreasonably withheld or delayed and such approval to be deemed given by the
Borrower Representative if no objection is received by the assigning Lender and
the Administrative Agent from the Borrower Representative within two Business
Days after notice of such proposed assignment has been provided by the assigning
Lender to the Borrower Representative); provided however, that no Borrower nor
any Affiliate of any Borrower shall qualify as an Eligible Assignee.

                  "Eligible Inventory" shall mean all Inventory including
discontinued items net of writedown, of the Borrowing Base Parties other than
Inventory of the Borrowing Base Parties that:

                           (a) consists of work-in-process (including, without
limitation, raw materials, supplies, packaging);

                           (b) is not owned solely by such Borrowing Base Party
or that is subject to any right, claim, interest or Lien of another Person,
other than a Lien in favor of the Administrative Agent;

                           (c) is (i) not located in the United States or Puerto
Rico, in the case of Inventory of the Domestic Borrower and its Domestic
Subsidiaries that are Credit Parties, or not located in the United Kingdom in
the case of Inventory of the Sterling Borrower and its UK Subsidiaries that are
Credit Parties; (ii) not located on real property owned by the Domestic Borrower
or one of its Domestic Subsidiaries unless, if such property is leased by the
Domestic Borrower or one of its Domestic Subsidiaries, the landlord thereof, and
any bailee, warehouseman or similar party that will be in possession of such
Inventory, has executed and delivered to the Administrative Agent an agreement
in favor of the Administrative Agent, in form and substance acceptable to the
Administrative Agent, waiving any lien or other rights that such person may hold
in regard to the property of the Domestic Borrower or any such Domestic
Subsidiary located on such premises and containing such other provisions as the
Agent may require or (iii) is located at any site if the aggregate book value of
all Inventory of any such Borrowing Base Party at such location is less than
$50,000;

                                      -13-
<PAGE>

                           (d)      is in transit and is covered by an insurance
policy for which the Administrative Agent is not named as the loss payee and
additional insured, as applicable;

                           (e)      is covered by a negotiable document of
title, unless such document and evidence of acceptable insurance covering such
Inventory has been delivered to the Administrative Agent with all necessary
endorsements;

                           (f)      is obsolete, unsalable, shopworn, seconds,
damaged, unfit for further processing, is of substandard quality or is not of
good and merchantable quality, free from any defects;

                           (g)      consists of used items held for resale,
goods that have been returned by the buyer and are saleable in the ordinary
course of business, or other goods that are not of a type held for sale in the
ordinary course of such Borrowing Base Party's business;

                           (h)      does not meet all standards imposed by any
Governmental Authority, including with respect to its production, acquisition or
importation (as the case may be);

                           (i)      is placed on consignment with another Person
or is held by any Borrowing Base Party on consignment from another Person, or
has been sent to a subcontractor by any Borrowing Base Party;

                           (j)      is held for rental or lease by or on behalf
of any Borrowing Base Party;

                           (k)      is produced in violation of the Fair Labor
Standards Act and subject to the "hot goods" provisions contained in 29
USC.ss.215 or any successor statute or section;

                           (l)      with respect to which any of the
representations, warranties, covenants, and agreements contained in the Credit
Documents are not true and correct; or

                           (m)      is subject to any licensing, patent,
royalty, trademark, trade name or copyright agreement with any third parties
(other than any licensing, patent, trademark, trade name and copyright agreement
with Westinghouse), unless the license, agreement or other appropriate agreement
has been assigned to the Administrative Agent;

provided, that the Administrative Agent shall have the right to create and
adjust eligibility standards from time to time in its commercially reasonable
credit judgment.

                  "Eligible Trade L/Cs" shall mean trade letters of credit that
secure the obligation of any Borrowing Base Party to purchase Inventory, the
terms of which letters of credit must require as conditions of payment under
such letters of credit (i) that the Inventory subject to such letter of credit
be inspected by such Borrowing Base Party or Borrowing Base Party's agent prior
to shipping, and (ii) that such Inventory be accepted by such Borrowing Base
Party or Borrowing Base Party's agent; provided, however, until the one hundred
twentieth day after the Closing Date all trade letters of credit shall be
Eligible Trade L/Cs.

                  "Environmental Laws" shall mean all federal, state,
provincial, local and other foreign statutes and codes or regulations, rules or
ordinances issued, promulgated, or approved thereunder, now or hereafter in
effect (including, without limitation, those with respect to asbestos or
asbestos containing material or exposure to asbestos or asbestos containing
material), relating to pollution or protection of the environment and relating
to public health and safety, including without limitation those relating to (a)
emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals or industrial toxic or hazardous constituents,
substances or wastes, including without limitation, any Hazardous Substance,
petroleum including crude oil or any fraction thereof, any petroleum product or
other waste,

                                      -14-
<PAGE>

chemicals or substances regulated by any Environmental Law into the environment
(including without limitation, ambient air, surface water, ground water, land
surface or subsurface strata), (b) the manufacture, processing, distribution,
use, generation, treatment, storage, disposal, transport or handling of any
Hazardous Substance, petroleum including crude oil or any fraction thereof, any
petroleum product or other waste, chemicals or substances regulated by any
Environmental Law, and (c) underground storage tanks and related piping, and
emissions, discharges and releases or threatened releases therefrom, such
Environmental Laws to include, without limitation (i) the Clean Air Act (42 U.
S. C.ss. 7401 et seq.), (ii) the Clean Water Act (33 U. S. C.ss. 1251 et seq.),
(iii) the Resource Conservation and Recovery Act (42 US C.ss. 6901 et seq.),
(iv) the Toxic Substances Control Act (15 USC.ss. 2601 et seq.), and (v) the
Comprehensive Environmental Response Compensation and Liability Act, as amended
by the Superfund Amendments and Reauthorization Act (42 US C.ss. 9601 et seq.).

                  "Equipment" shall mean all equipment, machinery, apparatus,
fittings, fixtures and other tangible personal property (other than Inventory)
of every kind and description now or hereafter used in the business operations
of any Credit Party or now or hereafter owned by any Credit Party or in which
any Credit Party now or hereafter has an interest, and all parts, accessories
and special tools and all increases and accessions thereto and substitutions and
replacements therefor.

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

                  "ERISA Affiliate" shall mean, with respect to any Person, each
trade or business (whether or not incorporated) that is considered to be a
single employer with such Person within the meaning of the Tax Code and the
regulations promulgated thereunder.

                  "Euro" or "Euros" means the single currency of the
participating member states of the European Union as constituted by the Treaty
on European Union and as referred to in the EMU legislation.

                  "Event of Default" shall have the meaning provided in Article
X.

                  "Existing Domestic L/Cs" shall mean the letters of credit
listed on Schedule 1.01 issued for the account of the Domestic Borrower by the
Domestic Issuing Bank prior to the Closing Date.

                  "Federal Funds Rate" shall mean, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with member banks
of the Federal Reserve System arranged by Federal funds brokers, as published
for such day (or, if such day is not a Business Day, for the next preceding
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 such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent.

                  "Fee Letter" shall mean that certain Fee Letter, dated July
18, 2000, executed by SunTrust and SunTrust Equitable Securities Corporation and
acknowledged and agreed to by Domestic Borrower.

                  "Fees" shall mean, collectively, the Revolving Credit
Commitment Fee, the L/C Fees, the Facing Fees and each other fee referred to in
the Fee Letter.

                  "Finance Parties" means the Administrative Agent, the Lenders
and the Arranger.

                  "Fiscal Month" shall mean a fiscal month of the Domestic
Borrower.

                  "Fiscal Quarter" shall mean a fiscal quarter of the Domestic
Borrower.

                  "Fiscal Year" shall mean a fiscal year of the Domestic
Borrower.

                  "Fixed Charge Coverage Ratio" shall mean for any period, the
ratio of (a) the greater of (i) Consolidated Adjusted EBITDA minus Consolidated
Capital Expenditures, minus Consolidated Tax Expense paid during such period,
and (ii) zero, to (b) Consolidated Interest Expense paid during such period plus
current maturities of Consolidated Total Debt and Capital Leases plus Ring
Preferred Dividends paid during such period, in

                                      -15-
<PAGE>

each case measured for the four Fiscal Quarter period ending on such date of
determination, or if such date of determination is not the last day of any
Fiscal Quarter, then ending immediately prior to such date of determination;
provided that for purposes of determining the Fixed Charge Coverage Ratio,
Consolidated Capital Expenditures shall specifically exclude the Permitted Hong
Kong Capital Expenditures.

                  "Foreign Plan" shall mean any pension, profit sharing,
deferred compensation, or other employee benefit plan, program or arrangement
maintained by any Foreign Subsidiary which, under applicable local law, is
required to be funded through a trust or other funding vehicle.

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

                  "GAAP" shall mean generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, which are applicable to the circumstances as of the
date of determination.

                  "Go-Gro Industries" shall mean Go-Gro Industries Limited, a
corporation organized and incorporated under the laws of Hong Kong.

                  "Governmental Approvals" means all authorizations, consents,
approvals, licenses and exemptions of, registrations and filings with, and
reports to, all Governmental Authorities.

                  "Governmental Authority" means any national, state or local
government (whether domestic or foreign), any political subdivision thereof or
any other governmental, quasi-governmental, judicial, public or statutory
instrumentality, authority, body, agency, bureau or entity (including, without
limitation, the FDIC, the Comptroller of the Currency, the Federal Reserve Board
or the London Stock Exchange, any central bank or any comparable authority or
the Securities and Exchange Commission) or any court or any arbitrator with
authority to bind a party at law.

                  "Guarantor" shall mean each Person now or hereafter party to a
Guaranty Agreement and their respective successors and permitted assigns.

                  "Guaranty" shall mean any contractual obligation, contingent
or otherwise, of a Person with respect to any Indebtedness or other obligation
or liability of another Person, including without limitation, any such
Indebtedness, obligation or liability directly or indirectly guaranteed,
endorsed, co-made or discounted or sold with recourse by that Person, or in
respect of which that Person is otherwise directly or indirectly liable,
including contractual obligations (contingent or otherwise) arising through any
agreement to purchase, repurchase, or otherwise acquire such Indebtedness,
obligation or liability or any security therefor, or any agreement to provide
funds for the payment or discharge thereof (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise), or to maintain
solvency, assets, level of income, or other financial condition, or to make any
payment other than for value received. The amount of any guaranty shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which guaranty is made or, if not so stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.

                  "Guaranty Agreements" shall mean the Holdings Borrower
Guaranty, the Sterling Borrower Guaranty, the Parent Guaranty, the Domestic
Subsidiary Guaranty and the UK Subsidiary Guaranty, and each other Guaranty of
any of the Obligations now or hereafter executed, as each may be amended,
restated, supplemented or otherwise modified.

                                      -16-
<PAGE>

                  "Hazardous Substances" shall mean any substance (a) the
presence of which requires notification, investigation or remediation under any
Environmental Law, (b) which is defined as a "hazardous waste", "hazardous
material", "hazardous substance", "pollutant" or "contaminant" under any
Environmental Law, including, without limitation, the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended by the
Superfund Amendments and Reauthorization Act of 1986, (42 USC. ss. 9601 et
seq.), (c) which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic or otherwise hazardous and is regulated by
any Governmental Authority under any Environmental Law, (d) which contains
petroleum (including, without limitation, crude oil or any fraction thereof),
petroleum hydrocarbons or other volatile organic compounds, polychlorinated
biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation, or (e) which
contains or remits radioactive particles, waves or material, including, without
limitation, radon gas.

                  "Holdings Borrower" shall have the meaning set forth in the
opening paragraph to this Agreement.

                  "Holdings Borrower Guaranty" shall mean the Guaranty, dated as
of the Original Closing Date, by the Holdings Borrower pursuant to which the
Holdings Borrower guarantees the Sterling Borrower Obligations, as amended,
restated supplemented or otherwise modified from time to time.

                  "Holdings Borrower Obligations" shall mean all amounts owing
to the Administrative Agent and the Lenders by the Holdings Borrower pursuant to
the terms of this Agreement and all other Credit Documents, including without
limitation the principal of and accrued and unpaid interest on all Term A Loans
and all Fees, expenses, indemnification and reimbursement payments, payable by
the Holdings Borrower, in each case whether direct or indirect, absolute or
contingent, liquidated or unliquidated, now existing or hereafter arising
hereunder or thereunder.

                  "Hong Kong" shall mean the Hong Kong Special Administrative
Region of the People's Republic of China.

                  "Hong Kong Group" shall mean (i) prior to the Hong Kong
Reorganization, the Consolidated Companies that are organized under the laws of
Hong Kong or the People's Republic of China and are Subsidiaries of either
Catalina Industrial or Trade World, and (ii) after the Hong Kong Reorganization,
the Consolidated Companies that are organized under the laws of Hong Kong or the
People's Republic of China and are Subsidiaries of Go-Gro Industries.

                  "Hong Kong Reorganization" shall mean the proposed
reorganization of Catalina Industrial, Trade World Industrial, Catalina Asia and
Go-Gro Industries according to the Plan of Reorganization adopted on May 8,
2000. Said Plan of Reorganization is pursuant to Section 368(a)(1)(D) of the
Internal Revenue code of 1986, as amended. The Plan calls for the
purchase/transfer of the assets of Catalina Industrial, Trade World Industrial
and Catalina Asia in exchange for cash/stock of Go-Gro Industries. After the
exchange, Catalina Industrial and Trade World Industrial will distribute all
Go-Gro Industries stock received to Domestic Borrower and then dissolve.
Domestic Borrower will then own 100% of Go-Gro Industries at the completion of
the Plan.

                  "Hong Kong Share Pledge" shall mean (i) prior to the Hong Kong
Reorganization, the Share Pledge dated as of the Original Closing Date, between
the Domestic Borrower and the Administrative Agent, pursuant to which the
Domestic Borrower pledges 66% of the Stock of Trade World Industrial and
Catalina Industrial to secure the Obligations, and pursuant to which the
Domestic Borrower also pledges the remaining 34% of the Stock of Trade World
Industrial and Catalina Industrial to secure the Sterling Obligations, and (ii)
after the Hong Kong Reorganization, the Share Pledge referred to in clause (i)
above as amended such that the Domestic Borrower pledges 66% of the Stock of
Go-Gro Industries to secure the Obligations and also pledges the remaining 34%
of the Stock of Go-Gro Industries to secure the Sterling Obligations, as further
amended, restated, supplemented or otherwise modified from time to time.

                  "Indebtedness" of any Person shall mean, without duplication
(a) all obligations of such Person for borrowed money; (b) all obligations of
such Person evidenced by bonds, debentures, notes, drafts, bankers'

                                      -17-
<PAGE>

acceptances or other similar instruments, (c) all obligations of such Person to
pay the deferred purchase price of property or services (other than trade
accounts payable that are not past due by more than ninety (90) days and other
obligations accrued in the ordinary course of business and earn-outs or similar
arrangements), (d) all obligations of such Person under leases required to be
capitalized under GAAP, (e) all obligations or liabilities of others secured by
any Lien upon property of such Person whether or not such obligation or
liability is assumed, (f) all obligations of such Person under Interest Rate
Contracts or Currency Contracts, (g) all obligations of such Person in respect
of letters of credit (including all contingent reimbursement obligations,
whether or not any draws under such letters of credit have been presented for
payment) and all drafts, bankers acceptances or similar instruments issued in
connection therewith, (h) all Guaranties of Indebtedness of the type described
in clauses (a) through (g) of this definition of Indebtedness, (i) the aggregate
development, construction and acquisition cost of property leased to such Person
pursuant to a Synthetic Lease and all obligations of such Person with respect to
asset securitization programs, and (j) without duplication, all obligations and
liabilities of such Person that are required by GAAP to be shown as liabilities
on a balance sheet of such Person (other than reserves required under GAAP).

                  "Intercompany Note" shall have the meaning assigned to such
term in Section 9.01(h).

                  "Interest Period" shall have the meaning set forth in Section
5.03.

                  "Interest Rate Contracts" shall mean any forward contracts,
futures contracts, interest rate exchange agreements, interest rate cap
agreements, interest rate collar agreements, and other similar agreements and
arrangements entered into by any Consolidated Company designed to protect any
Consolidated Company against fluctuations in interest rates, which agreements
and arrangements shall be valued on a mark to market basis in accordance with
GAAP.

                  "Inventory" shall mean, for any Person, all "inventory" (as
defined in the UCC) now or hereafter owned or acquired by such Person or in
which such Person now or hereafter has or acquires any rights, wherever located,
and, in any event, including inventory, merchandise, goods and other personal
property which are held by or on behalf of such Person for sale or lease or are
furnished or are to be furnished under a contract of service, or which
constitute raw materials, work in process or materials used or consumed or to be
used or consumed in such Person's business or in the processing, production,
packaging, promotion, delivery or shipping of the same, including other
supplies.

                  "Investment" shall mean, when used with respect to any Person,
any direct or indirect advance, loan or other extension of credit (other than
the creation of receivables in the ordinary course of business) or capital
contribution by such Person (by means of transfers of property to others or
payments for property or services for the account or use of others, or
otherwise) to any other Person, or any direct or indirect purchase or other
acquisition by such Person of, or of a beneficial interest in, capital stock,
partnership interests, bonds, notes, debentures or other securities issued by
any other Person.

                  "Issuing Bank" shall mean the Domestic Issuing Bank or the UK
Issuing Bank and "Issuing Banks" shall mean collectively, the Domestic Issuing
Bank and the UK Issuing Bank.

                  "L/Cs" shall mean, collectively, the Domestic L/Cs and the
Sterling L/Cs, and "L/C" shall mean any one of them.

                  "L/C Exposure" shall mean the sum of the Domestic L/C Exposure
plus the Dollar Equivalent of the Sterling L/C Exposure.

                  "L/C Fees" shall have the meaning set forth in Section 5.05(c)
and (d).

                  "L/C Obligations" shall mean the sum of the Domestic L/C
Obligations plus the Dollar Equivalent of the Sterling L/C Obligations.

                  "Lenders" shall have the meaning set forth in the opening
paragraph of this Agreement.

                                      -18-
<PAGE>

                  "Lending Office" shall mean, for each Lender, the office that
such Lender may designate in writing from time to time to the Borrower
Representative and the Administrative Agent with respect to each Type of
Borrowing.

                  "Leverage Ratio" shall mean, as of any date of determination,
the ratio of (a) Consolidated Total Debt to (b) Consolidated Adjusted EBITDA
measured for the four Fiscal Quarter period ending on such date of
determination, or if such date of determination is not the last day of any
Fiscal Quarter, then ending immediately prior to such date of determination.

                  "LIBOR" shall mean, for any Borrowing of Loans having a
specified Interest Period:

                  (a) with respect to a Borrowing of Domestic Revolving Loans or
Term B Loans, (x) the offered rate for deposits in US Dollars for a period
comparable to the Interest Period and in an amount comparable to the
Administrative Agent's portion of such Borrowing, appearing on the display
designated as Page 3750 of the Telerate Service (or such other page on that
service or such other service designated by the British Banker's Association for
the display of such Association's Interest Settlement Rates for Dollar deposits)
as of 11:00 a.m. London, England time on the day that is two Business Days prior
to the first day of the Interest Period or if such Page 3750 is unavailable for
any reason at such time, the rate which appears on the Reuters Screen ISDA Page
as of such date and such time; provided, however, that if the Administrative
Agent determines that the relevant foregoing sources are unavailable for the
relevant Interest Period or would not adequately reflect the cost to the Lenders
of making, funding or maintaining their Domestic Revolving Loans or Term B
Loans, LIBOR shall mean the rate of interest determined by the Administrative
Agent to be the average (rounded upward, if necessary, to the nearest 1/100th of
1%) of the rates per annum at which deposits in Dollars are offered to the
Administrative Agent two (2) Business Days preceding the first day of such
Interest Period by leading banks in the London interbank market as of 10:00 a.m.
(Atlanta, Georgia time) for delivery on the first day of such Interest Period,
for the number of days comprised therein and in an amount comparable to the
amount of the LIBOR Loan of the Administrative Agent.

                  (b) with respect to a Borrowing of Sterling Revolving Loans or
Term A Loans, (x) the offered rate for deposits in Sterling for a period
comparable to the Interest Period and in an amount comparable to the
Administrative Agent's portion of such Borrowing, appearing on the display
designated as Page 3750 of the Telerate Service (or such other page on that
service or such other service designated by the British Banker's Association for
the display of such Association's Interest Settlement Rates for Sterling
deposits) as of 11:00 a.m. (London, England time) on the first day of the
Interest Period or if such Page 3750 is unavailable for any reason at such time,
the rate which appears on the Reuters Screen ISDA Page as of such date and such
time; provided, however, that if the Administrative Agent determines that the
relevant foregoing sources are unavailable for the relevant Interest Period or
would not adequately reflect the cost to the Lenders of making, funding or
maintaining their Sterling Revolving Loans or Term A Loans, LIBOR shall mean the
rate of interest determined by the Administrative Agent to be the average
(rounded upward, if necessary, to the nearest 1/100th of 1%) of the rates per
annum at which deposits in Sterling are offered to the Administrative Agent on
first day of such Interest Period by leading banks in the London interbank
market as of 10:00 a.m. (Atlanta, Georgia time) for delivery on the first day of
such Interest Period, for the number of days comprised therein and in an amount
comparable to the amount of the LIBOR Loan of the Administrative Agent; in any
case, plus, a percentage sufficient to compensate the Lenders for the cost of
complying with any reserve, liquidity and/or special deposit requirements of the
Bank of England directly or indirectly affecting the maintenance of funding of
such Borrowing.

                  "LIBOR Loan" shall mean a Loan bearing interest based on
LIBOR.

                  "Lien" shall mean any mortgage, pledge, security interest,
lien, charge, hypothecation, assignment, deposit arrangement, title retention,
preferential right, trust or other arrangement having the practical effect of
the foregoing and shall include the interest of a vendor or lessor under any
conditional sale agreement, capitalized lease or other title retention agreement
and the filing of a financing statement under the UCC (excluding precautionary
filings or financing statements under the Uniform Commercial Code which cover
property that is made available to or used by a Consolidated Company pursuant to
the terms of a lease that is not a Capital Lease or a Synthetic Lease).

                                      -19-
<PAGE>

                  "Loans" shall mean, collectively, the Domestic Revolving
Loans, the Domestic Swingline Loans, the Sterling Loans, and the Term B Loans
and "Loan" shall mean any one of them.

                  "London Stock Exchange" means the London Stock Exchange PLC.

                  "Margin Regulations" shall mean Regulation T, Regulation U and
Regulation X of the Board of Governors of the Federal Reserve System, as the
same may be in effect from time to time.

                  "Material Foreign Subsidiary" shall mean each Foreign
Subsidiary of the Domestic Borrower, now existing or hereafter acquired, that at
any time during the term of this Agreement, owns or acquires total assets having
a book value in excess of $5,000,000.

                  "Materially Adverse Effect" shall mean any materially adverse
change in, or material adverse effect upon, (i) the business, results of
operations, financial condition, assets, liabilities or prospects of the
Domestic Borrower or of the Consolidated Companies taken as a whole, (ii) the
ability of any Credit Party to perform its obligations under the Credit
Documents, (iii) the rights and remedies of the Administrative Agent, any
Issuing Bank, any Swingline Lender or any Lender under any Credit Document, (iv)
the legality, validity or enforceability of any Credit Documents, or (v) the
creation, attachment, perfection or priority of any Lien granted pursuant to any
Collateral Document.

                  "Maximum Permissible Rate" shall mean, with respect to
interest payable in any amount, the rate of interest on such amount that, if
exceeded, could under any applicable law or regulation, result in (i) similar
criminal penalties being imposed on any Lender or (ii) any Lender being unable
to enforce payment of (or if collected, to retain) all or part of such amount or
the interest payable thereon.

                  "Mortgage Debenture (Holdings Borrower)" shall mean the
Mortgage Debenture (Holdings Borrower) dated as of the Initial Closing Date,
between the Holdings Borrower and the Administrative Agent, pursuant to which
the Holdings Borrower charged all of its assets (including all issued and
outstanding share capital of Sterling Borrower owned by Holdings Borrower) to
secure the Sterling Obligations, as amended, restated, modified or otherwise
supplemented from time to time.

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

                  "NatWest L/C's" shall mean those certain Letters of Credit
issued by SunTrust in favor of National Westminster Bank PLC ("NatWest")
described as follows: (a) L/C No. F 502707 in the original amount of
(pound)8,000,000 (the Sterling Equivalent of $11,912,000), as of August 18,
2000), as it may be reduced, relating to letters of credit issued by NatWest on
behalf of the Sterling Borrower and (b) L/C No. F 502708 in the original amount
of (pound)5,000,000 (the Sterling Equivalent of $7,445,000, as of August 18,
2000), as it may be reduced, relating to NatWest overdraft and foreign exchange
facilities and a guarantee issued by NatWest on behalf of the Sterling Borrower.

                  "NatWest L/C Applications" shall mean those certain
Applications and Agreements for Standby Irrevocable Letters of Credit relating
to the Nat West L/C's dated as of August 18, 2000 entered into by Catalina
International PLC and Ring Limited (formerly known as Ring PLC) and guaranteed
by Catalina Lighting, Inc. delivered to SunTrust.

                  "Net Cash Proceeds" shall mean, (a) with respect to any sale
or disposition by any Consolidated Company of any of its assets, the gross
amount of cash proceeds received by such Consolidated Company (including any
cash proceeds received from time to time as payments for the deferred purchase
price of such assets or as principal payments on any promissory notes or other
instruments made or issued to such Consolidated Company in payment of such
assets) less the amount of all commissions and other reasonable and customary
transaction costs, fees and expenses properly attributable to such transaction
and paid by Consolidated Company in cash in connection therewith to any Person
that is not an Affiliate of any of the Consolidated Companies, (b) all Net
Casualty/Insurance Proceeds, and (c) with respect to the issuance by the
Domestic Borrower of any Stock or debt

                                      -20-
<PAGE>

securities, the gross proceeds received by the Domestic Borrower from such
issuance less the amount of all underwriting discounts and commissions and other
reasonable costs, fees and expenses paid by the Domestic Borrower in cash in
connection therewith to any Person that is not an Affiliate.

                  "Net Casualty/Insurance Proceeds" when used with respect to
any Condemnation Awards or insurance proceeds allocable to the Collateral, means
the gross proceeds from any Casualty or Condemnation remaining after payment of
all expenses (including attorney's fees incurred in collection of such gross
proceeds).

                  "Notes" shall mean, collectively, the Revolving Notes, the
Swingline Notes and the Term Notes.

                  "Obligations" shall mean all Domestic Obligations and all
Sterling Obligations.

                  "Offer Documents" shall mean the Recommended Cash Offers and
any other agreements or documents relating to the Recommended Cash Offers
(including, for the avoidance of doubt, any press releases).

                  "Ordinary Shares" shall have the meaning assigned to such term
in the Offer Documents.

                  "Original Closing Date" shall mean July 18, 2000.

                  "Panel" means The English Panel on Takeovers and Mergers.

                  "Parent Guaranty" shall mean the Parent Guaranty, dated as of
the Initial Closing Date, by the Domestic Borrower pursuant to which the
Domestic Borrower guarantees the Sterling Obligations, as amended, restated
supplemented or otherwise modified from time to time.

                  "Patent Security Agreements" shall mean, collectively, (i)
that certain Collateral Assignment and Security Agreement (Patents), dated as of
the Initial Closing Date, by and between the Domestic Borrower and the
Administrative Agent, and (ii) each other Collateral Assignment and Security
Agreement (Patents), by and between any Credit Party and the Administrative
Agent, each as amended, restated, supplemented or otherwise modified from time
to time.

                  "Payment Office" shall mean (i) with respect to the
Administrative Agent, the office of the Administrative Agent specified as its
"Payment Office" on the signature page of the Administrative Agent to this
Agreement, or such other location as to which the Administrative Agent shall
have given written notice to the Borrower Representative and the other Lenders
and (ii) with respect to the UK Swingline Lender, the office of the UK Swingline
Lender specified as its "Payment Office" on the signature page of the UK
Swingline Lender to this Agreement, or the Assignment and Acceptance Agreement
to which the UK Swingline Lender is a party, or such other location as to which
the UK Swingline Lender shall have given written notice to the Borrower
Representative and the other Lenders, and (iii) with respect to the Domestic
Swingline Lender, the office of the Domestic Swingline Lender specified as its
"Payment Office" on the signature page of the Domestic Swingline Lender to this
Agreement, or the Assignment and Acceptance Agreement to which the Domestic
Swingline Lender is a party, or such other location as to which the Domestic
Swingling Lender shall have given written notice to the Borrower Representative
and the other Lenders.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation or
any successor thereto.

                  "Perfection Certificate" shall mean that certain certificate
dated as of even date herewith, setting forth the corporate names, chief
executive office or principal places of business and other current locations of
the Credit Parties and such other information as the Administrative Agent deems
reasonably pertinent to the perfection of security interests, completed and
supplemented with the schedules and attachments contemplated thereby to the
satisfaction of the Administrative Agent, and duly executed by an officer of
each Credit Party.

                  "Permitted Hong Kong Capital Expenditures" shall mean the
actual Capital Expenditures of the Hong Kong Group during the Calendar Year
ending December 31, 2000 and during the Calendar Year ending

                                      -21-
<PAGE>

December 31, 2001, provided, however, Permitted Hong Kong Capital Expenditures
shall not include any Capital Expenditures of the Hong Kong Group in an amount
in excess of $5,000,000 for the Calendar Year ending December 31, 2000 or
$5,000,000 for the Calendar Year ending December 31, 2001.

                  "Permitted Liens" shall mean those Liens expressly permitted
by Section 9.02.

                  "Person" shall mean any individual, partnership, firm,
corporation, association, joint venture, limited liability company, trust or
other entity, or any government or political subdivision or agency, department
or instrumentality thereof.

                  "Plan" shall mean any "employee benefit plan" (as defined in
Section 3(3) of ERISA), including, but not limited to, any defined benefit
pension plan, profit sharing plan, money purchase pension plan, savings or
thrift plan, stock bonus plan, employee stock ownership plan, Multiemployer
Plan, or any plan, fund, program, arrangement or practice providing for medical
(including post-retirement medical), hospitalization, accident, sickness,
disability, or life insurance benefits, but shall exclude any Foreign Plan.

                  "Pledge Agreements" shall mean the Domestic Borrower Pledge
Agreement, the Hong Kong Pledge Agreement, the Mortgage Debenture (Holdings
Borrower) and any other pledge agreement executed by any Credit Party in favor
of the Administrative Agent.

                  "Pledged Account Agreement" shall mean a Pledged Account
Agreement, substantially in the form of Exhibit I, among a depository bank at
which a Borrowing Base Party has a deposit account, a Borrowing Base Party and
the Administrative Agent, as amended, restated, modified or otherwise
supplemented from time to time.

                  "Post Closing Agreement" means that certain agreement dated as
of the Closing Date by and among SunTrust, as Administrative Agent, the Domestic
Borrower, the Holdings Borrower, and the Sterling Borrower.

                  "Pro Forma Balance Sheet" means the consolidated balance sheet
of the Consolidated Companies as of the Initial Closing Date after giving pro
forma effect to the transactions contemplated by this Agreement and the other
Transaction Documents.

                  "Projections" mean the Domestic Borrower's (a) balance sheet,
(b) profit and loss statement, and (c) cash flow statement, all prepared based
on a consolidated basis for the Consolidated Companies and otherwise consistent
with the historical financial statements of the Domestic Borrower together with
appropriate supporting details and a statement of underlying assumptions. The
Projections shall include future payments of known contingent liabilities
reflected on the Pro Forma Balance Sheet and reflect projections for the five
year period beginning on June 30, 2000 on a year by year basis.

                  "Pro Rata Share" shall mean (i) with respect to the Domestic
Revolving Credit Commitment of each Domestic Revolving Lender, each Dollar Loan
to be made by, each Domestic L/C Obligation and Domestic Swingline Loan to be
participated in by, and each payment (including without limitation, each payment
of principal, interest or fees) to be made to each Domestic Revolving Lender
with respect thereto, the percentage designated as such Domestic Revolving
Lender's Pro Rata Share of the Domestic Revolving Credit Commitments set forth
under the name of such Domestic Revolving Lender on the respective signature
page for such Domestic Revolving Lender to this Agreement, or with respect to
any Person becoming a Domestic Revolving Lender after the Closing Date, the "Pro
Rata Share" set forth in the Assignment and Acceptance Agreement executed by
such Person as assignee, as the same may be increased or decreased from time to
time as a result of any assignment thereof pursuant to Section 12.06 or any
amendment thereof pursuant to Section 12.02, (ii) with respect to the Sterling
Revolving Credit Commitment of each Sterling Revolving Lender, each Sterling
Loan to be made by, each Sterling L/C Obligation and Sterling Swingline Loan to
be participated in by and each payment (including without limitation, each
payment of principal, interest or fees) to be made to each Sterling Revolving
Lender with respect thereto the percentage designated as such Sterling Revolving
Lender's Pro Rata Share of the Sterling Revolving Credit Commitments set

                                      -22-
<PAGE>

forth under the name of such Sterling Revolving Lender on the respective
signature page for such Sterling Revolving Lender to this Agreement, or with
respect to any Person becoming a Sterling Revolving Lender after the Closing
Date, the "Pro Rata Share" set forth in the Assignment and Acceptance Agreement
executed by such Person as assignee, as the same may be increased or decreased
from time to time as a result of any assignment thereof pursuant to Section
12.06 or any amendment thereof pursuant to Section 12.02, (iii) with respect to
the Term A Loan Commitment of each Term A Lender, the Term A Loans to be made by
each Term A Lender, and each payment (including, without limitation, each
payment of principal, interest or fees) to be made to each Term A Lender with
respect thereto, the percentage designated as such Term A Lender's Pro Rata
Share of the Term A Loan Commitment as set forth under the name of such Term A
Lender on the respective signature page for such Term A Lender to this Agreement
or, with respect to any Person becoming a Term A Lender after the Closing Date,
the Pro Rata Share of the Term A Loans set forth in the Assignment and
Acceptance Agreement executed by such Person as assignee, as the same may be
increased or decreased from time to time as a result of any assignment thereof
pursuant to Section 12.06 or any amendment thereof pursuant to Section 12.02,
(iv) and with respect to the Term B Loan Commitment of each Term B Lender, the
Term B Loans to be made by each Term B Lender, and each payment (including,
without limitation, each payment of principal, interest or fees) to be made to
each Term B Lender with respect thereto, the percentage designated as such Term
B Lender's Pro Rata Share of the Term B Loan Commitment as set forth under the
name of such Term B Lender on the respective signature page for such Term B
Lender to this Agreement or, with respect to any Person becoming a Term B Lender
after the Closing Date, the Pro Rata Share of the Term B Loans set forth in the
Assignment and Acceptance Agreement executed by such Person as assignee, as the
same may be increased or decreased from time to time as a result of any
assignment thereof pursuant to Section 12.06 or any amendment thereof pursuant
to Section 12.02.

                  "Recommended Cash Offers" shall mean the Recommended Cash
Offers dated as of June 1, 2000 by N M Rothschild & Sons Limited on behalf of
the Holdings Borrower, a wholly owned Subsidiary of the Domestic Borrower to
acquire the whole of the ordinary and convertible preference share capital of
the Sterling Borrower.

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System, as the same may be in effect from time
to time.

                  "Required Lenders" shall mean (i) at any time on or prior to
the Revolving Credit Termination Date, Lenders holding more than 50% of the sum
of aggregate principal amount of all Domestic Revolving Credit Commitments and
all Sterling Revolving Credit Commitments and the aggregate outstanding
principal amount of the Term Loans; and (ii) at any time after the Revolving
Credit Termination Date, Lenders holding more than 50% of the aggregate
outstanding principal amount of all Loans (including the aggregate outstanding
amount of participations in Swingline Loans) and the aggregate outstanding
amount of participations in L/C Obligations; provided, that for purposes of this
definition of "Required Lenders", any Lender that fails to fund any Loan or any
participation in a Domestic L/C or Sterling L/C or a Swingline Loan, without
providing notice to the Administrative Agent that in its determination one or
more of the conditions precedent to such funding has not been met, shall be
deemed to have no Commitments and no outstanding Loans unless and until the
earlier to occur of (x) all other Obligations have been paid in full, (y) such
failure to fulfill its Obligations to fund is cured and (z) the Obligations
shall have been declared or shall have immediately become due and payable and
all Commitments have been terminated.

                  "Requirement of Law" for any Person shall mean the articles or
certificate of incorporation and bylaws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation, or
determination of a Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

                  "Restricted Payment" shall have the meaning set forth in
Section 9.06.

                  "Reuters Screen" shall mean, when used in connection with any
designated page for LIBOR, the display page so designated on the Reuter Monitor
Money Rates Service (or such other page as may replace that page on that service
for the purpose of displaying rates comparable to LIBOR).

                                      -23-
<PAGE>

                  "Revolving Credit Commitment" shall mean, at any time for any
Lender, the sum of such Lender's Domestic Revolving Credit Commitment and its
Sterling Revolving Credit Commitment.

                  "Revolving Credit Commitment Amount" shall mean, for any
Lender, the "Revolving Credit Commitment Amount" set forth under such Lender's
name on the signature pages to this Agreement, or with respect to any Person
becoming a Revolving Lender after the Closing Date, the "Revolving Credit
Commitment Amount" assigned to such Person in the Assignment and Acceptance
Agreement executed by such Person as an assignee, as the same may be increased
or decreased from time to time as a result of any reduction thereof pursuant to
Article II, any assignment thereof pursuant to Section 12.06, or any amendment
thereof pursuant to Section 12.02.

                  "Revolving Credit Commitment Fee" shall have the meaning
assigned to such term in Section 5.05(b).

                  "Revolving Credit Notes" shall mean the Sterling Revolving
Notes and the Domestic Revolving Notes.

                  "Revolving Credit Termination Date" shall mean the earlier of
(i) July 18, 2005, and (ii) the date on which all amounts outstanding under this
Agreement have been declared or have automatically become due and payable
(whether by acceleration or otherwise).

                  "Revolving Lenders" shall mean all Lenders that have Revolving
Credit Commitments, are owed Revolving Loans or have purchased participations in
the L/C Obligations or the Swingline Loans.

                  "Revolving Loan" shall mean a Domestic Revolving Loan or a
Sterling Revolving Loan, as the case may be.

                  "Ring Preferred Dividends" shall mean dividends payable after
the Closing Date in accordance with the organizational documents of the Sterling
Borrower to the holders of the preference shares of the Sterling Borrower as
such documents are in effect on the Closing Date.

                  "Security Agreements" means the Domestic Borrower Security
Agreement, the UK Security Agreement, the Domestic Subsidiary Security
Agreement, and any other agreement pursuant to which any Credit Party grants a
security interest to the Administrative Agent or its designee.

                  "Senior Officer" shall mean any one of the following of the
Domestic Borrower, regardless of title: the chief executive officer, the chief
operating officer, the chief financial officer or the treasurer.

                  "Shares" means 21,521,298 ordinary shares in the capital of
the Sterling Borrower together with 6,590,592 convertible preference shares in
the capital of the Sterling Borrower.

                  "Sterling" or "(pound)" shall mean the lawful money of the
United Kingdom of Great Britain and Northern Ireland.

                  "Sterling Borrower" shall mean initially Ring PLC, a limited
company organized under the laws of England and Wales (Registered in England No.
29796), and after Ring PLC became a private company (September 19, 2000), shall
mean Ring Limited, a limited company organized under the laws of England and
Wales (Registered in England No. 29796), and its successor and assigns.

                  "Sterling Borrower Group" shall mean the Sterling Borrower and
its Subsidiaries.

                  "Sterling Borrower Guaranty" shall mean the Guaranty to be
entered into by the Sterling Borrower in accordance with Section 8.09(c)
pursuant to which the Sterling Borrower guarantees the Holdings Borrower
Obligations, as amended, restated, supplemented or otherwise modified from time
to time.

                                      -24-
<PAGE>

                  "Sterling Borrower Obligations" shall mean all amounts owing
to the Administrative Agent, the Sterling Revolving Lenders, the UK Issuing Bank
and the UK Swingline Bank by the Sterling Borrower pursuant to the terms of this
Agreement and all other Credit Documents including without limitation the
principal of and accrued and unpaid interest on all Sterling Revolving Loans,
Sterling Swingline Loans and all Fees, expenses, indemnification and
reimbursement payments, payable by the Sterling Borrower, in each case whether
direct or indirect, absolute or contingent, liquidated or unliquidated, now
existing or hereafter arising hereunder or thereunder.

                  "Sterling Borrowing" shall mean a Borrowing consisting or to
consist of Sterling Loans.

                  "Sterling Equivalent" shall mean, with respect to any amount
in Dollars, the amount in Sterling that could be purchased with such amount of
Dollars using the foreign exchange rate(s) specified in the definition of the
term "Dollar Equivalent", as determined by the Administrative Agent.

                  "Sterling Loans" shall mean, collectively, the Sterling
Revolving Loans, Sterling Swingline Loans and Term A Loans.

                  "Sterling L/Cs" shall mean, collectively, the letters of
credit issued in Sterling pursuant to Section 2.04 hereof by the UK Issuing Bank
for the account of the Sterling Borrower pursuant to the Sterling L/C
Subcommitment, and "Sterling L/C" shall mean any one of them.

                  "Sterling L/C Exposure" shall mean, with respect to each
Sterling Revolving Lender, the aggregate outstanding amount of all Sterling L/C
Obligations multiplied by such Sterling Revolving Lender's Pro Rata Share of the
Sterling Revolving Credit Commitments.

                  "Sterling L/C Obligations" shall mean the sum of (a) the
maximum aggregate amount available to be drawn (assuming the conditions for
drawing thereunder have been met) under all outstanding Sterling L/Cs on the
date of determination, plus (b) the aggregate amount of all drawings under
Sterling L/Cs honored by the UK Issuing Bank but not theretofore reimbursed by
the Sterling Borrower on such date of determination.

                  "Sterling L/C Subcommitment" shall mean the commitment of the
UK Issuing Bank established pursuant to Section 2.04(b) as a subfacility of the
Sterling Revolving Credit Commitment to issue Sterling L/Cs for the account of
the Sterling Borrower in an aggregate face amount not to exceed the Sterling
Equivalent of $20,000,000.

                  "Sterling Notes" shall mean the Sterling Revolving Notes, the
Sterling Swingline Note, and the Term A Notes.

                  "Sterling Obligations" shall mean the Sterling Borrower
Obligations and the Holdings Borrower Obligations; provided that, in relation to
the definition of UK Subsidiary Guaranty it shall not incorporate the Holdings
Borrower Obligations until such time as Section 8.09(c) has been complied with.

                  "Sterling Revolving Borrowing" shall mean a Borrowing
consisting or to consist of Sterling Revolving Loans.

                  "Sterling Revolving Credit Commitment" shall mean, at any time
for any Sterling Revolving Lender, the commitment of such Sterling Revolving
Lender established pursuant to Section 2.01 and 2.03 to make Sterling Revolving
Loans to the Sterling Borrower and to purchase participations in the Sterling
L/Cs and the Sterling Swingline Loans.

                  "Sterling Revolving Credit Commitment Amount" shall mean, for
any Sterling Revolving Lender, the "Sterling Revolving Credit Commitment Amount"
set forth under such Sterling Revolving Lender's name on the signature pages to
this Agreement, or with respect to any Person becoming a Sterling Revolving
Lender after the Closing Date, the "Sterling Revolving Credit Commitment Amount"
assigned to such Person in the Assignment and

                                      -25-
<PAGE>

Acceptance Agreement executed by such Person as an assignee, as the same may be
increased or decreased from time to time as a result of any reduction thereof
pursuant to Section 2.12, any assignment thereof pursuant to Section 12.06, or
any amendment thereof pursuant to Article II. Sterling Revolving Credit
Commitment Amount for all Lenders shall be the Sterling Equivalent of
$25,000,000, as such amount may be reduced pursuant to Section 2.12.

                  "Sterling Revolving Lender" shall mean all Sterling Lenders
that have agreed to make, or that hold, any Sterling Revolving Loan.

                  "Sterling Revolving Loan" shall mean, for any Sterling
Revolving Lender, a revolving loan made in Sterling by such Sterling Revolving
Lender to the Sterling Borrower under its Sterling Revolving Credit Commitment
pursuant to Section 2.03 or Section 2.06.

                  "Sterling Revolving Notes" shall mean the promissory notes,
one by the Sterling Borrower payable to the order of each Sterling Revolving
Lender, in substantially the form of Exhibit B, evidencing the Sterling
Revolving Loans made by such Sterling Revolving Lender to the Sterling Borrower
pursuant to the Sterling Revolving Credit Commitment, either as originally
executed or as they may be amended, restated, supplemented, renewed, extended or
otherwise modified from time to time.

                  "Sterling Revolving Notice of Borrowing" shall have the
meaning assigned to such term in Section 2.03(c), in the form of Exhibit L
attached.

                  "Sterling Revolving Notice of Continuation" shall have the
meaning assigned to such term in Section 2.03(d), in the form of Exhibit M
attached.

                  "Sterling Revolving Commitment Amount" shall mean the Sterling
Equivalent of $25,000,000, as such amount may be reduced pursuant to Section
2.12.

                  "Sterling Swingline Exposure" shall mean, for any Lender, the
outstanding principal amount of the Sterling Swingline Loans multiplied by such
Lender's Pro Rata Share of the Sterling Revolving Credit Commitments.

                  "Sterling Swingline Loan" shall mean a swingline loan made by
the UK Swingline Lender to the Sterling Borrower under the Sterling Swingline
Subcommitment pursuant to Article II.

                  "Sterling Swingline Note" shall mean the promissory note by
the Sterling Borrower payable to the order of the UK Swingline Lender, in
substantially the form of Exhibit E-2, evidencing the Sterling Swingline Loans,
either as originally executed or as they may be amended, restated, supplemented,
renewed, extended or otherwise modified from time to time.

                  "Sterling Swingline Notice of Borrowing" shall have the
meaning assigned to such term in Section 2.11(c), in the form of Exhibit N
attached.

                  "Sterling Swingline Subcommitment" shall mean the commitment
of the UK Swingline Lender to make Sterling Swingline Loans to the Sterling
Borrower in an aggregate principal amount not to exceed the Sterling Equivalent
of $3,000,000, and the commitments of the Sterling Revolving Lenders to purchase
participations in such Sterling Swingline Loans which commitment of the UK
Swingline Lender and the commitments of the Sterling Revolving Lenders are
established pursuant to Section 2.11 as a subcommitment of the Sterling
Revolving Credit Commitments.

                  "Stock" shall mean (i) with respect to any Person that is a
corporation or limited liability company, any and all shares, interests or
equivalents in capital stock or shares (whether voting or nonvoting, and whether
common or preferred) of such corporation or company, and (ii) with respect to
any Person that is not a

                                      -26-
<PAGE>

corporation or company, any and all partnership, membership, limited liability
company or other equity interests of such Person; and in each case, any and all
warrants, rights, or options to purchase any of the foregoing.

                  "Subordinated Debt" shall mean any Indebtedness of the
Domestic Borrower evidenced by the Subordinated Notes and any other Indebtedness
of any Credit Party subordinated to the Obligations in a manner and form
satisfactory to Administrative Agent and Lenders in their sole discretion, as to
right and time of payment and as to any other rights and remedies thereunder.

                  "Subordinated Notes" shall mean promissory notes evidencing
Subordinated Debt incurred pursuant to Section 8.10.

                  "Subordination Agreement" shall mean an agreement between the
Administrative Agent, the Lenders and any holder of Subordinated Debt which
agreement shall be in form and substance satisfactory to the Administrative
Agent and Lenders in their sole discretion as to terms of subordination.

                  "Subsidiary" shall mean, with respect to any Person, any
corporation or other entity (including, without limitation, partnerships,
limited liability companies, joint ventures, and associations) regardless of its
jurisdiction of organization or formation, at least a majority of the total
combined voting power of all classes of voting stock or other ownership
interests of which shall, at the time as of which any determination is being
made, be owned by such first Person, either directly or indirectly through one
or more other Subsidiaries.

                  "Swingline Exposure" shall mean the Domestic Swingline
Exposure and the Sterling Swingline Exposure.

                  "Swingline Lender" shall mean the Domestic Swingline Lender or
the UK Swingline Lender and "Swingline Lenders" shall mean, collectively, the
Domestic Swingline Lender and the UK Swingline Lender.

                  "Swingline Loan" shall mean a Domestic Swingline Loan or a
Sterling Swingline Loan.

                  "Swingline Note" shall mean the Domestic Swingline Note or the
Sterling Swingline Note.

                  "Syndication Agreement" shall mean the Amended and Restated
Syndication Agreement dated as of August 18, 2000 between the Borrower, the
Arranger and the Administrative Agent, as amended, modified or otherwise
supplemented from time to time.

                  "Synthetic Lease" shall mean a so-called "synthetic" lease
that is not treated as a capital lease under GAAP, but that is treated as a
financing under the Tax Code.

                  "Synthetic Lease Obligations" shall mean, collectively, the
payment obligations of any Consolidated Company pursuant to a Synthetic Lease.

                  "Tax Code" shall mean the Internal Revenue Code of 1986, as
amended, and any successor statute of similar impact, together with the
regulations thereunder, as in effect from time to time.

                  "Taxes" shall mean any present or future taxes, levies,
imposts, duties, fees, assessments, deductions, withholdings or other charges of
whatever nature, including without limitation, income, receipts, excise,
property, sales, transfer, license, payroll, withholding, social security and
franchise taxes now or hereafter imposed or levied by the United States of
America, or any state, local or foreign government (including without limitation
the United Kingdom of Great Britain and Northern Ireland) or by any department,
agency or other political subdivision or taxing authority thereof or therein and
all interest, penalties, additions to tax and similar liabilities with respect
thereto.

                  "Term A Lenders" shall mean all Lenders that hold a Term A
Loan.

                                      -27-
<PAGE>

                  "Term A Loan" shall mean, for any Term A Lender, the term loan
made in Sterling to the Holdings Borrower by such Term A Lender pursuant to
Section 3.01.

                  "Term A Loan Commitment" shall mean, for any Term A Lender,
its commitment in Sterling established pursuant to Section 3.01(a) to make a
Term A Loan to the Holdings Borrower, which aggregate amount for all Lenders, is
(pound)9,934,432.74 (which is, as of July 18, 2000, the Sterling Equivalent of
$15,000,000).

                  "Term A Loan Commitment Amount" shall mean, for any Term A
Lender, the "Term A Loan Commitment Amount" in Sterling set forth under such
Term A Lender's name on the signature pages of this Agreement.

                  "Term A Loan Maturity Date" shall mean the earlier of (i) July
18, 2005, and (ii) the date on which all amounts outstanding under this
Agreement have been declared or have automatically become due and payable
(whether by acceleration or otherwise).

                  "Term A Note" shall mean a promissory note in Sterling made by
the Holdings Borrower payable to the order of a Term A Lender, in substantially
the form of Exhibit C, evidencing the Term A Loan made by such Term A Lender to
the Holdings Borrower, either as originally executed or as it may be from time
to time amended, restated, supplemented, renewed, extended or otherwise modified
from time to time.

                  "Term B Lenders" shall mean all Lenders that hold a Term B
Loan.

                  "Term B Loan" shall mean, for any Term B Lender, the term loan
made to the Domestic Borrower by such Term B Lender pursuant to Section 4.01.

                  "Term B Loan Commitment" shall mean, for any Lender, its
commitment established pursuant to Section 4.01(a) to make the Term B Loan to
the Domestic Borrower, which aggregate amount for all Lenders is $15,000,000.

                  "Term B Loan Commitment Amount" shall mean, for any Term B
Lender, the "Term B Loan Commitment Amount" set forth under such Term B Lender's
name on the signature pages of this Agreement.

                  "Term B Loan Maturity Date" shall mean the earlier of (i) July
18, 2005, and (ii) the date on which all amounts outstanding under this
Agreement have been declared or have automatically become due and payable
(whether by acceleration or otherwise).

                  "Term B Note" shall mean a promissory note made by the
Domestic Borrower payable to the order of a Term B Lender, in substantially the
form of Exhibit D, evidencing the Term B Loan made by such Term B Lender to the
Domestic Borrower, either as originally executed or as it may be from time to
time amended, restated, supplemented, renewed, extended or otherwise modified
from time to time.

                  "Term Lenders" shall mean, collectively, the Term A Lenders
and the Term B Lenders.

                  "Term Loans" shall mean, collectively, the Term A Loan and the
Term B Loan.

                  "Term Notes" shall mean, collectively, the Term A Notes and
the Term B Notes.

                  "Total Revolving Credit Commitment Amount" shall mean the
aggregate principal amount of the Revolving Credit Commitment Amount of all
Revolving Lenders, which as of the Closing Date is $45,000,000.

                  "Total Term A Loan Commitment Amount" shall mean the aggregate
principal amount of the Term A Loan Commitment Amount of all Term A Lenders,
which, as of the Initial Closing Date is (pound)9,934,432.74, which is, as of
the Initial Closing Date, the Sterling Equivalent of $15,000,000.

                  "Total Term B Loan Commitment Amount" shall mean the aggregate
principal amount of the Term B Loan Commitment Amount of all Lenders, which as
of the Closing Date is $15,000,000.

                                      -28-
<PAGE>

                  "Trade World Industrial" shall mean Trade World Industrial
Ltd., a corporation organized under the laws of Hong Kong.

                  "Trademark Security Agreements" shall mean, collectively, (i)
that certain Collateral Assignment and Security Agreement (Trademarks), dated as
of the Initial Closing Date, by and between Domestic Borrower and the
Administrative Agent, (ii) that certain Collateral Assignment and Security
Agreement (Trademarks) by and between Catalina Industries, Inc. and the
Administrative Agent, and (iii) each other Collateral Assignment and Security
Agreement (Trademarks), by and between any Credit Party and the Agent, each as
amended, restated, supplemented or otherwise modified from time to time.

                  "Transaction Documents" shall mean, collectively, the Credit
Documents and the Offer Documents.

                  "Type" of Borrowing shall mean a Borrowing made as Base Rate
Loans or LIBOR Loans, as the case may be.

                  "Tupelo Warehouse" shall mean the warehouse and related real
and personal property of the Domestic Borrower located at One Catalina Way,
Tupelo, Mississippi.

                  "Tupelo Warehouse Mortgage Documents" means, collectively, the
following in respect of the Tupelo Warehouse: (i) each deed of trust, mortgage,
deed to secure debt or similar instrument conveying to the Administrative Agent,
or to a trustee for its benefit, a Lien on the Tupelo Warehouse, (ii) each
assignment of leases and rents or similar instrument conveying to the
Administrative Agent, or to a trustee for its benefit, an assignment of all
rents and leases derived from the Tupelo Warehouse; and (iii) all other
documents, instruments and agreements as required to be executed and/or
delivered pursuant to the terms hereof or thereof, in order to give effect to,
or supplement, the foregoing.

                  "UK Issuing Bank" shall have the meaning assigned to such term
in the opening paragraph hereof.

                  "UK Security Accession Agreement" shall have the meaning
ascribed to it in the UK Security Agreement.

                  "UK Security Agreement" shall mean the Debenture (Sterling
Borrower and UK Subsidiaries) dated as of the Closing Date by the Sterling
Borrower and each UK Subsidiary in favor of the Administrative Agent as amended,
restated, supplemented or otherwise modified from time to time whether pursuant
to Section 8.09(c) or otherwise.

                  "UK Security Amendment Agreement" shall mean the UK Security
Amendment Agreement (Sterling Borrower and UK Subsidiaries) to be entered into
pursuant to Section 8.09(c) whereby the definition of "Secured Obligations" will
be amended as set out therein.

                  "UK Subsidiary" shall mean any Subsidiary of the Sterling
Borrower or the Holdings Borrower (other than the Sterling Borrower) that is
organized under the laws of the United Kingdom.

                  "UK Subsidiary Guaranty" shall mean the Guaranty Agreement (UK
Subsidiary), dated as of the Initial Closing Date, made by each UK Subsidiary
pursuant to which each UK Subsidiary guarantees the Sterling Obligations, as
amended, restated, supplemented or otherwise modified from time to time, whether
pursuant to Section 8.09(c) or otherwise.

                  "UK Subsidiary Guaranty Accession Agreement" shall have the
meaning ascribed to it in the UK Subsidiary Guaranty.

                                      -29-
<PAGE>

                  "Uniform Commercial Code" or "UCC" means the Uniform
Commercial Code as in effect from time to time in the State of Georgia.

                  "United States" shall mean the United States of America, any
of the fifty states thereof, and the District of Columbia.

                  "Whitewash Procedure" means any action or procedure required
to be carried out by any member of the Sterling Borrower Group under the
Companies Act 1985 (including, without limitation, the de-listing and conversion
of the Sterling Borrower to a private limited company or any other procedure
necessitated by Sections 155 to 158 of the Companies Act 1985) to enable the
Holdings Borrower to comply with its obligations under Section 8.09.

         Section 1.02. Accounting Terms and Determination. Unless otherwise
defined or specified herein, all accounting terms shall be construed herein, all
accounting determinations hereunder shall be made, all financial statements
required to be delivered hereunder shall be prepared, and all financial records
shall be maintained in accordance with, GAAP.

         Section 1.03. Other Definitional Terms. The words "hereof", "herein"
and "hereunder" and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement, and Article, Section, Schedule, Exhibit and like references are to
this Agreement unless otherwise specified.

         Section 1.04. Exhibits and Schedules. All Exhibits and Schedules
attached hereto are by reference made a part hereof.

         Section 1.05. Plural Terms. Capitalized terms used in the singular
shall import the plural and vice versa.


                                   ARTICLE II.

                AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS

         Section 2.01. Revolving Credit Commitments. Subject to and upon the
terms and conditions herein set forth, (x) each Revolving Lender hereby
severally establishes in favor of the Domestic Borrower and the Sterling
Borrower its respective Revolving Credit Commitment pursuant to which such
Revolving Lender agrees to make Domestic Revolving Loans to the Domestic
Borrower within the Domestic Revolving Credit Commitment in accordance with
Section 2.02 for the purposes set forth in Section 2.13, to make Sterling
Revolving Loans to the Sterling Borrower within the Sterling Revolving Credit
Commitment in accordance with Section 2.03 for the purposes set forth in Section
2.13, to purchase participation interests in the Domestic L/Cs issued by the
Domestic Issuing Bank for the account of the Domestic Borrower in accordance
with this Article II, to purchase participation interests in the Sterling L/Cs
issued by the UK Issuing Bank for the account of the Sterling Borrower in
accordance with this Article II, to purchase participation interests in the
Domestic Swingline Loans made to the Domestic Borrower by the Domestic Swingline
Lender pursuant to this Article II, and to purchase participation interests in
the Sterling Swingline Loans made to the Sterling Borrower by the UK Swingline
Lender pursuant to this Article II, (y) the Domestic Issuing Bank establishes in
favor of the Domestic Borrower a letter of credit subcommitment within the
Domestic Revolving Credit Commitment pursuant to which the Domestic Issuing Bank
agrees to issue Domestic L/Cs in accordance with this Article II, and the UK
Issuing Bank establishes in favor of the Sterling Borrower a letter of credit
subcommitment within the Sterling Revolving Credit Commitment pursuant to which
the UK Issuing Bank agrees to issue Sterling Letters of Credit in accordance
with this Article II, and (z) the Domestic Swingline Lender establishes in favor
of the Domestic Borrower a swingline subcommitment within the Domestic Revolving
Credit Commitment pursuant to which the Domestic Swingline Lender agrees to make
Domestic Swingline Loans

                                      -30-
<PAGE>

in accordance with this Article II, and the UK Swingline Lender establishes in
favor of the Sterling Borrower a swingline subcommitment within the Sterling
Revolving Credit Commitment pursuant to which the UK Swingline Lender agrees to
make Sterling Swingline Loans in accordance with this Article II; provided,
however, that in no event may the aggregate principal amount of all outstanding
Domestic Revolving Loans, the Dollar Equivalent of all outstanding Sterling
Revolving Loans (determined as of the most recent Determination Date), the
aggregate principal amount of all outstanding Domestic Swingline Loans, the
Dollar Equivalent (determined as of the most recent Determination Date) of all
outstanding Sterling Swingline Loans and the aggregate amount of all L/C
Obligations exceed the Total Revolving Credit Commitment Amount from time to
time in effect.

         Section 2.02.     Domestic Revolving Commitment.

                  (a) Subject to and upon the terms and conditions herein set
forth (including the limitation set forth in Section 2.01), each Domestic
Revolving Lender severally agrees to make to the Domestic Borrower, from time to
time prior to the Revolving Credit Termination Date, Domestic Revolving Loans in
an aggregate principal amount outstanding at any time not to exceed an amount
equal to:

                           (A) such Domestic Revolving Lender's Pro Rata Share
         of the Domestic Revolving Credit Commitment Amount minus (B) the
         Domestic Revolving Lender's aggregate outstanding Domestic Revolving
         Loans, minus (C) such Domestic Revolving Lender's Domestic L/C Exposure
         minus (D) such Domestic Revolving Lender's Domestic Swingline Exposure;

provided, however, that the conditions set forth in Sections 2.01, 6.01 and 6.02
have been fulfilled before and after giving effect to each Borrowing of Domestic
Revolving Loans; and provided further that at no time may the amount of all
Domestic Revolving Loans plus the amount of all Domestic L/C Obligations plus
the amount all Domestic Swingline Loans exceed the Domestic Revolving Credit
Commitment Amount. For the purpose of determining the unutilized portion of the
Domestic Revolving Credit Commitment of each Domestic Revolving Lender on the
date of a requested Borrowing under the Domestic Revolving Credit Commitments,
the amount of Domestic Revolving Loans then being requested shall be aggregated
with the amount of all other Domestic Revolving Loans, Domestic Swingline Loans
and Domestic L/C Obligations then outstanding; and provided further that the
aggregate amount of all Domestic Revolving Loans and Domestic L/C's outstanding,
including the amount of any Domestic Revolving Loan or Domestic L/C then being
requested and the amount of all outstanding Domestic Revolving Loans Domestic
Swingline Loan, L/C Obligations, and the Dollar Equivalent of all outstanding
Sterling Revolving Loans and Sterling Swingline Loan shall not exceed the
Borrowing Limit. The Domestic Borrower shall be entitled to repay and reborrow
Domestic Loans in accordance with the provisions of this Agreement.

                  (b) Each Domestic Revolving Loan shall, at the option of the
Domestic Borrower, be made or continued as, or converted into, part of one or
more Borrowings that shall consist entirely of Base Rate Loans or LIBOR Loans.
The aggregate principal amount of each Borrowing of Domestic Revolving Loans
shall be not less than $500,000 or a greater integral multiple of $100,000. At
no time shall the total number of Borrowings of the Revolving Loans comprised of
LIBOR Loans at any one time outstanding exceed ten in any case.

                  (c) Whenever the Domestic Borrower desires to make a Borrowing
of Domestic Revolving Loans (other than one resulting from a conversion or
continuation pursuant to Section 2.02(d)), the Borrower Representative shall
give the Administrative Agent prior written notice (or telephonic notice
promptly confirmed in writing) of such Borrowing (a "Domestic Revolving Notice
of Borrowing" in the form of Exhibit J attached) at the Payment Office (x) prior
to 11:30 a.m. (Atlanta, Georgia time) on the date of such requested Borrowing in
the case of Base Rate Loans and (y) prior to 11:30 a.m. (Atlanta, Georgia time)
three (3) Business Days prior to the requested date of such Borrowing in the
case of LIBOR Loans. Notices received after the times set forth above shall be
deemed received on the next Business Day. The Administrative Agent shall
promptly notify each Domestic Revolving Lender upon its receipt of a Domestic
Revolving Notice of Borrowing. Each Domestic Revolving Notice of Borrowing shall
be irrevocable and shall specify (i) the aggregate principal amount of such
Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
(iii) whether such Borrowing is to consist of Base Rate Loans or LIBOR Loans,
and (iv) in the case of LIBOR Loans, the Interest Period to be applicable
thereto.

                                      -31-
<PAGE>

                  (d) Whenever the Domestic Borrower desires to convert all or a
portion of an outstanding Domestic Revolving Borrowing consisting of Base Rate
Loans into a Domestic Revolving Borrowing consisting of LIBOR Loans or to
continue outstanding a Domestic Revolving Borrowing consisting of LIBOR Loans
for a new Interest Period, the Borrower Representative shall give the
Administrative Agent prior written notice (or telephonic notice promptly
confirmed in writing) of each such Borrowing to be converted into or continued
as LIBOR Loans (a "Domestic Revolving Notice of Conversion/Continuation") prior
to 11:30 am. (Atlanta, Georgia time) three (3) Business Days prior to the
requested date of continuation or conversion. Notice received after such time
shall be deemed received on the next Business Day. The Administrative Agent
shall promptly notify each Domestic Revolving Lender upon its receipt of a
Domestic Revolving Notice of Conversion/Continuation. Each such Domestic
Revolving Notice of Conversion/Continuation shall be irrevocable and shall
specify (i) the aggregate principal amount of the Borrowing to be converted or
continued, (ii) the date of such conversion or continuation and (iii) the
Interest Period to be applicable thereto. If, upon the expiration of any
Interest Period in respect of any Domestic Revolving Borrowing consisting of
LIBOR Loans, the Borrower Representative shall have failed to deliver the
Domestic Revolving Notice of Conversion/Continuation, the Domestic Borrower
shall be deemed to have elected to convert such Borrowing to a Borrowing
consisting of Base Rate Loans. So long as any Default or Event of Default shall
have occurred and be continuing, no Domestic Revolving Borrowing may be
converted into or continued (upon expiration of the current Interest Period) as
LIBOR Loans unless the Administrative Agent and each of the Domestic Revolving
Lenders shall have otherwise consented in writing. No conversion of any Domestic
Revolving Borrowing of LIBOR Loans shall be permitted except on the last day of
the Interest Period in respect thereof.

                  (e) The Domestic Borrower's obligation to pay the principal
of, and interest on, the Domestic Revolving Loans to each Domestic Revolving
Lender shall be evidenced by the records of the Administrative Agent and such
Domestic Revolving Lender and by the Domestic Revolving Note payable to such
Domestic Revolving Lender (or its the assignor) completed in conformity with
this Agreement.

                  (f) The entire outstanding principal amount of the Domestic
Revolving Loans, together with all accrued but unpaid interest thereon, shall be
due and payable in full on the Revolving Credit Termination Date.

         Section 2.03.     Sterling Revolving Credit Commitment.

                  (a) Subject to and upon the terms and conditions herein set
forth (including the limitation set forth in Section 2.01), each Sterling
Revolving Lender severally agrees to make to the Sterling Borrower, from time to
time prior to the Revolving Credit Termination Date, Sterling Revolving Loans in
an aggregate principal amount outstanding at any time not to exceed an amount
equal to:

                           (A) such Sterling Revolving Lender's Pro Rata Share
         of the Sterling Revolving Credit Commitment Amount minus (B) the Dollar
         Equivalent (determined as of the most recent Determination Date) of the
         Revolving Lender's aggregate outstanding Sterling Revolving Loans,
         minus (C) the Dollar Equivalent (determined as of the most recent
         Determination Date) of such Sterling Lender's Sterling L/C Exposure
         minus (D) the Dollar Equivalent (determined as of the most recent
         Determination Date) of such Sterling Revolving Lender's Sterling
         Swingline Exposure;

provided, however, that the conditions set forth in Sections 2.01, 6.01 and 6.02
have been fulfilled before and after giving effect to each Borrowing of Sterling
Revolving Loans; and provided further that at no time may the Dollar Equivalent
(determined as of the most recent Determination Date) of all Sterling Revolving
Loans plus the Dollar Equivalent of all Sterling L/C Obligations plus the Dollar
Equivalent of all Sterling Swingline Loans exceed the Sterling Revolving Credit
Commitment Amount. For the purpose of determining the unutilized portion of the
Sterling Revolving Credit Commitment of each Sterling Revolving Lender on the
date of a requested Borrowing under the Sterling Revolving Credit Commitment,
the Dollar Equivalent of the Sterling Borrowing then being requested shall be
aggregated with the Dollar Equivalent (as of the most recent Determination Date)
of all other Sterling Revolving Loans, Sterling Swingline Loan, and Sterling L/C
Obligations then outstanding; and provided further that the aggregate amount of
all Sterling Revolving Loans and Sterling L/C's outstanding, including the
amount of any Sterling Borrowing or L/C then being requested and the amount of
all Sterling Revolving Loans and

                                      -32-
<PAGE>

Sterling Swingline Loan (determined as of the most recent Determination Date),
L/C Obligations, Domestic Revolving Loans and Domestic Swingline Loans shall not
exceed the Borrowing Limit. The Sterling Borrower shall be entitled to repay and
reborrow Sterling Revolving Loans in accordance with the provisions of this
Agreement.

                  (b) Each Sterling Revolving Loan shall be made or continued as
part of one or more Borrowings that shall consist entirely of LIBOR Loans. The
aggregate principal amount of each Borrowing of Sterling Revolving Loans shall
be not less than (pound)1,000,000 or a greater integral multiple of
(pound)100,000. At no time shall the total number of Revolving Loans comprised
of LIBOR Loans at any one time outstanding exceed ten.

                  (c) Whenever the Sterling Borrower desires to make a Borrowing
of Sterling Revolving Loans (other than one resulting from a continuation
pursuant to Section 2.03(d)), the Borrower Representative shall give the
Administrative Agent prior written notice (or telephonic notice promptly
confirmed in writing) of such Borrowing (a "Sterling Revolving Notice of
Borrowing" in the form of Exhibit L attached) at the Payment Office prior to
11:30 a.m. (Atlanta, Georgia time) three (3) Business Days prior to the
requested date of such Borrowing. Notices received after the times set forth
above shall be deemed received on the next Business Day. The Administrative
Agent shall promptly notify each Sterling Revolving Lender upon its receipt of a
Sterling Revolving Notice of Borrowing. Each Sterling Revolving Notice of
Borrowing shall be irrevocable and shall specify (i) the aggregate principal
amount of such Borrowing in Sterling, (ii) the date of such Borrowing (which
shall be a Business Day), and (iii) the Interest Period to be applicable
thereto.

                  (d) Whenever the Sterling Borrower desires to continue all or
a portion of an outstanding Sterling Revolving Borrowing consisting of LIBOR
Loans for a new Interest Period, the Borrower Representative shall give the
Administrative Agent prior written notice (or telephonic notice promptly
confirmed in writing) of each such Sterling Revolving Borrowing to be continued
as LIBOR Loans (a "Sterling Revolving Notice of Continuation" in the form of
Exhibit M attached) (x) prior to 11:30 am. (Atlanta, Georgia time) three (3)
Business Days prior to the requested date of continuation. Notice received after
such time shall be deemed received on the next Business Day. The Administrative
Agent shall promptly notify each Sterling Revolving Lender upon its receipt of a
Sterling Revolving Notice of Continuation. Each such Sterling Revolving Notice
of Continuation shall be irrevocable and shall specify (i) the aggregate
principal amount of the Sterling Revolving Borrowing to be converted or
continued, (ii) the date of such continuation and (iii) the Interest Period to
be applicable thereto. If, upon the expiration of any Interest Period in respect
of any Sterling Revolving Borrowing consisting of LIBOR Loans, the Borrower
Representative shall have failed to deliver a Sterling Revolving Notice of
Continuation, the Sterling Borrower shall be deemed to have elected to continue
such Borrowing to a Borrowing consisting of LIBOR Loans for an Interest Period
of one month. So long as any Default or Event of Default shall have occurred and
be continuing, no Sterling Revolving Borrowing may be continued (upon expiration
of the current Interest Period) as LIBOR Loans unless the Administrative Agent
and each of the Revolving Lenders shall have otherwise consented in writing.
Absent such consent, such Borrowings must be paid. No continuation of any
Sterling Revolving Borrowing of LIBOR Loans shall be permitted except on the
last day of the Interest Period in respect thereof.

                  (e) The Sterling Borrower's obligation to pay the principal
of, and interest on, the Sterling Revolving Loans to each Sterling Revolving
Lender shall be evidenced by the records of the Administrative Agent and such
Sterling Revolving Lender and by the Sterling Revolving Note payable to such
Sterling Revolving Lender (or its the assignor) completed in conformity with
this Agreement.

                  (f) The entire outstanding principal amount of the Sterling
Revolving Loans, together with all accrued but unpaid interest thereon, shall be
due and payable in full on the Revolving Credit Termination Date in Sterling.

         Section 2.04.     L/C Subcommitments.

                  (a) Domestic L/C Subcommitment. Subject to, and upon the terms
and conditions hereof, the Domestic Borrower may request, in accordance with the
provisions of this Section 2.04 and Section 2.05, that the Domestic Issuing Bank
issue one or more Domestic L/Cs for the account of the Domestic Borrower;
provided that

                                      -33-
<PAGE>

(i) no Domestic L/C shall have an expiration date that is later than five (5)
Business Days prior to the Revolving Credit Termination Date; (ii) each Domestic
L/C issued by the Domestic Issuing Bank shall be in a stated amount of at least
$20,000, and (iii) the Domestic Borrower shall not request that the Domestic
Issuing Bank issue a Domestic L/C if, after giving effect to such issuance, (A)
the aggregate amount of the Domestic L/C Obligations would exceed the Domestic
L/C Subcommitment, or (B) the aggregate amount of all L/C Obligations, plus the
aggregate principal amount of all outstanding Domestic Revolving Loans, plus the
Dollar Equivalent (as of the relevant Determination Date) of the aggregate
outstanding Sterling Revolving Loans, plus the aggregate outstanding amount of
all Domestic Swingline Loans plus the Dollar Equivalent (as of the relevant
Determination Date) of the aggregate principal amount of all outstanding
Sterling Swingline Loans would exceed the Borrowing Limit, or (C) the aggregate
amount of Domestic L/C Obligations plus the aggregate amount of all Domestic
Swingline Loans, plus the aggregate outstanding Domestic Revolving Loans, would
exceed the Domestic Revolving Credit Commitment Amount. Upon the issuance of
each Domestic L/C, each Domestic Revolving Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Domestic Issuing
Bank without recourse a participation in such Domestic L/C equal to such
Revolving Lender's Pro Rata Share of the aggregate amount available to be drawn
under such Domestic L/C. Each issuance of a Domestic L/C shall be deemed to
utilize the Domestic Revolving Credit Commitment of each Domestic Revolving
Lender by an amount equal to the amount of such participation.

                  (b) Sterling L/C Subcommitment. Subject to, and upon the terms
and conditions hereof, the Sterling Borrower may request, in accordance with the
provisions of this Section 2.04 and Section 2.05, that the UK Issuing Bank issue
one or more Sterling L/Cs for the account of the Sterling Borrower; provided
that (i) no Sterling L/C shall have an expiration date that is later than five
(5) Business Days prior to the Revolving Credit Termination Date; (ii) each
Sterling L/C issued by the Sterling Issuing Bank shall be in a stated amount of
at least (pound)13,000, and (iii) the Sterling Borrower shall not request that
the UK Issuing Bank issue a Sterling L/C if, after giving effect to such
issuance, (A) the aggregate amount of the Dollar Equivalent (as of the relevant
Determination Date) of the Sterling L/C Obligations would exceed the Sterling
L/C Subcommitment, (B) the aggregate amount of all L/C Obligations, plus the
aggregate principal amount of all outstanding Domestic Revolving Loans, plus the
Dollar Equivalent (as of the relevant Determination Date) of the aggregate
outstanding Sterling Revolving Loans, plus the aggregate outstanding amount of
all Domestic Swingline Loans plus the Dollar Equivalent (as of the relevant
Determination Date) of the aggregate principal amount of all outstanding
Sterling Swingline Loans would exceed the Borrowing Limit, or (C) the aggregate
amount of the Dollar Equivalent of Sterling L/C Obligations, plus the Dollar
Equivalent (as of the relevant Determination Date) of the aggregate principal
amount of all outstanding Sterling Swingline Loans, plus the Dollar Equivalent
(as of the relevant Determination Date) of the aggregate outstanding Sterling
Revolving Loans, would exceed the Sterling Revolving Credit Commitment Amount.
Upon the issuance of each Sterling L/C, each Sterling Revolving Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from
the UK Issuing Bank without recourse a participation in such Sterling L/C equal
to such Sterling Revolving Lender's Pro Rata Share of the aggregate amount
available to be drawn under such Sterling L/C. Each issuance of a Sterling L/C
shall be deemed to utilize the Sterling Revolving Credit Commitment of each
Sterling Revolving Lender by an amount equal to the amount of such
participation.

         Section 2.05.     Notice of Issuance of L/C; Agreement to Issue.

                  (a) Whenever the Domestic Borrower desires the issuance of a
Domestic L/C, the Borrower Representative shall, in addition to any application
and documentation procedures required by the Domestic Issuing Bank for the
issuance of such L/C, deliver to the Administrative Agent and the Domestic
Issuing Bank, a written notice no later than 11:30 a.m. (Atlanta, Georgia time)
at least three (3) Business Days in advance of the proposed date of issuance
(which amount shall be specified in US Dollars). Whenever the Sterling Borrower
desires the issuance of a Sterling L/C, the Borrower Representative shall, in
addition to any application and documentation procedures required by the UK
Issuing Bank for the issuance of such Sterling L/C, deliver to the
Administrative Agent and the UK Issuing Bank a written notice no later than
11:30 a.m. (Atlanta, Georgia time) at least three (3) Business Days in advance
of the proposed date of issuance (which amount shall be specified in Sterling).
Each such notice shall specify (i) the proposed date of issuance (which shall be
a Business Day); (ii) the face amount of the L/C (which amount shall be
specified in Sterling or Dollars, as the case may be); (iii) the expiration date
of the L/C; and (iv) the name and address of the beneficiary with respect to
such L/C, and shall attach a precise description of

                                      -34-
<PAGE>

the documentation and a verbatim text of any certificate to be presented by the
beneficiary of such L/C which would require the Domestic Issuing Bank or UK
Issuing Bank, as the case may be, to make payment under the L/C, provided that
the Domestic Issuing Bank or UK Issuing Bank, as the case may be, may require
changes in any such documents and certificates in accordance with its customary
letter of credit practices, and provided further, that no L/C shall require
payment against a conforming draft to be made thereunder on the same Business
Day that such draft is presented if such presentation is made after 11:30 a.m.
(Atlanta, Georgia time) in the case of a Domestic L/C or a Sterling L/C. In
determining whether to pay under any L/C, the applicable Issuing Bank shall be
responsible only to determine that the documents and certificate required to be
delivered under its L/C have been delivered, and that they comply on their face
with the requirements of the L/C. Promptly after receiving the notice of
issuance of a L/C, the Administrative Agent shall notify each Domestic Revolving
Lender or Sterling Revolving Lender, as the case may be, of such Revolving
Lender's respective participation therein, determined in accordance with its
respective Pro Rata Share of the respective Revolving Domestic or Sterling
Credit Commitments on the date of the issuance of such L/C.

                  (b) The Domestic Issuing Bank agrees, subject to the terms and
conditions set forth in this Agreement, to issue for the account of the Domestic
Borrower one or more Domestic L/Cs, each in a face amount equal to the face
amount requested under Section 2.05(a) above, following its receipt of a notice
and the application and other documents required by Section 2.05(a). The UK
Issuing Bank agrees, subject to the terms and conditions set forth in this
Agreement, to issue for the account of the Sterling Borrower one or more
Sterling L/Cs, each in a face amount equal to the face amount requested under
Section 2.05(a) above, following its receipt of a notice and the application and
other documents required by Section 2.05(a). Immediately upon the issuance of
each L/C, each Domestic Revolving Lender or Sterling Revolving Lender shall be
deemed to, and hereby agrees to, have irrevocably purchased from the Domestic
Issuing Bank or the UK Issuing Bank, as the case may be, a participation in such
L/C and any drawing thereunder in an amount equal to such Revolving Lender's Pro
Rata Share of the Domestic Revolving Credit Commitments or the Sterling
Revolving Credit Commitments, as the case may be, multiplied by the face amount
of such L/C.

                  (c) Each Domestic Revolving Lender hereby purchases a
participation in the Existing Domestic L/Cs and any drawings thereunder in an
amount equal to such Lender's Pro Rata Share of the Domestic Revolving Credit
Commitments multiplied by the face amount of such Existing Domestic L/Cs.

                  (d) Each Sterling Revolving Lender hereby purchases a
participation in the Existing Sterling L/Cs and any drawings thereunder in an
amount equal to such Lender's Pro Rata Share of the Sterling Revolving Credit
Commitments multiplied by the face amount of such Existing Sterling L/Cs.

         Section 2.06.     Payment of Amounts drawn under any L/C.

                  (a) In the event of any request for a drawing under a Domestic
L/C by the beneficiary thereof, the Domestic Issuing Bank shall notify the
Domestic Borrower, the Administrative Agent and the Domestic Revolving Lenders
on or before the date on which the Domestic Issuing Bank intends to honor such
drawing, and the Domestic Borrower agrees to reimburse the Domestic Issuing Bank
on the day on which such drawing is honored in an amount, in same day funds,
equal to the amount of such drawing, provided that anything contained in this
Agreement to the contrary notwithstanding, unless the Domestic Borrower shall
have notified the Domestic Issuing Bank and the Administrative Agent prior to
11:30 a.m. (Atlanta, Georgia time) on the Business Day immediately prior to the
date on which such drawing is honored, that the Domestic Borrower intends to
reimburse the Domestic Issuing Bank for the amount of such drawing with funds
other than the proceeds of Domestic Revolving Loans, the Domestic Borrower shall
be deemed to have timely given a Domestic Revolving Notice of Borrowing to the
Administrative Agent requesting Domestic Revolving Loans which are Base Rate
Loans on the date on which such drawing is honored in an amount equal to the
amount of such drawing, and the Domestic Revolving Lenders shall by 1:00 p.m.
(Atlanta, Georgia time) on the date of such drawing, make Domestic Revolving
Loans which are Base Rate Loans in the amount of such drawing, the proceeds of
which shall be applied directly by the Administrative Agent to reimburse the
Domestic Issuing Bank for the amount of such drawing, provided that for the
purposes solely of such Domestic Revolving Borrowing, the conditions and
requirements set forth in Sections 2.01, 2.02, 6.01 and 6.02 hereof shall not be
applicable, and provided further that if for any reason

                                      -35-
<PAGE>

proceeds of the Domestic Revolving Loans are not received by the Domestic
Issuing Bank on such date in the amount equal to the amount of such drawing, the
Domestic Borrower shall reimburse the Domestic Issuing Bank on the Business Day
immediately following the date of such drawing in an amount, in US Dollars and
immediately available funds, equal to the excess of the amount of such drawing
over the amount of such Domestic Revolving Loans, if any, which are so received,
plus accrued interest on the amount at the applicable rate of interest for Base
Rate Loans.

                  (b) In the event of any request for a drawing under a Sterling
L/C by the beneficiary thereof, the UK Issuing Bank shall notify the Sterling
Borrower, the Administrative Agent and the Sterling Revolving Lenders on or
before the date on which the UK Issuing Bank intends to honor such drawing, and
the Sterling Borrower agrees to reimburse the UK Issuing Bank on the day on
which such drawing is honored in an amount, in same day funds, equal to the
amount of such drawing, provided that anything contained in this Agreement to
the contrary notwithstanding, unless the Sterling Borrower shall have notified
the UK Issuing Bank and the Administrative Agent prior to 11:30 a.m. (Atlanta,
Georgia time) on the Business Day three (3) Business Days prior to the date on
which such drawing is honored, that the Sterling Borrower intends to reimburse
the UK Issuing Bank for the amount of such drawing with funds other than the
proceeds of Sterling Revolving Loans, the Sterling Borrower shall be deemed to
have timely given a Sterling Revolving Notice of Borrowing to the Administrative
Agent requesting Sterling Revolving Loans on the date on which such drawing is
honored in an amount equal to the amount of such drawing, and the Sterling
Revolving Lenders shall by 1:00 p.m (Atlanta, Georgia time) on the date of such
drawing, make Sterling Revolving Loans in the amount of such drawing, the
proceeds of which shall be applied directly by the Administrative Agent to
reimburse the UK Issuing Bank for the amount of such drawing, provided that for
the purposes solely of such Sterling Revolving Borrowing, the conditions and
requirements set forth in Sections 2.01, 2.03, 6.01 and 6.02 hereof shall not be
applicable, and provided further that if for any reason proceeds of the Sterling
Revolving Loans are not received by the UK Issuing Bank on such date in the
amount equal to the amount of such drawing, the Sterling Borrower shall
reimburse the UK Issuing Bank on the Business Day immediately following the date
of such drawing in an amount, in Sterling and immediately available funds, equal
to the excess of the amount of such drawing over the amount of such Sterling
Revolving Loans, if any, which are so received, plus accrued interest on the
amount at the applicable rate of interest for Sterling Revolving Loans.

                  (c) Notwithstanding any provision of this Agreement to the
contrary, to the extent that any L/C or portion thereof remains outstanding on
the Revolving Credit Termination Date, the parties hereby agree that the
beneficiary or beneficiaries thereof shall be deemed to have made a drawing of
all available amounts pursuant to such L/Cs on the Revolving Credit Termination
Date, which amounts shall be reimbursed (i) in the case of a Domestic L/C, to
the Domestic Issuing Bank by the Domestic Borrower directly (and not through a
Domestic Revolving Borrowing under the Domestic Revolving Credit Commitments as
contemplated in Section 2.06(a)), (ii) in the case of a Sterling L/C, to the UK
Issuing Bank by the Sterling Borrower directly (and not through a Sterling
Revolving Borrowing under the Sterling Revolving Credit Commitments as
contemplated in Section 2.06(b)), and thereafter held by such Issuing Bank as
cash collateral for its remaining obligations pursuant to such L/C in such
Issuing Bank's Cash Collateral Account.

         Section 2.07. Payment by Revolving Lenders. In the event that the
Domestic Borrower or the Sterling Borrower shall fail to reimburse the Domestic
Issuing Bank or UK Issuing Bank, as applicable, as provided in Section 2.06 by
borrowing Domestic Revolving Loans or Sterling Revolving Loans, as applicable,
or otherwise providing an amount equal to the amount of any drawing honored by
such Issuing Bank, such Issuing Bank shall promptly notify the Administrative
Agent who shall promptly notify respective Domestic or Sterling Revolving Lender
of the unreimbursed amount of such drawing and of such Revolving Lender's Pro
Rate Share thereof. Each respective Domestic or Sterling Revolving Lender shall
make available to the Administrative Agent an amount equal to its respective
participation, in US Dollars in the case of Domestic L/Cs, and in Sterling in
the case of Sterling L/Cs, and in immediately available funds, at the Payment
Office of the Administrative Agent not later than 1:00 p.m. (Atlanta, Georgia
time) in the case of participations in Domestic L/Cs on the Business Day after
the date notified by the Administrative Agent, and, in the case of
participations in Sterling L/C's, not later than three (3) Business Days after
the date notified by the Administrative Agent, and the Administrative Agent
shall promptly make such amounts available to the applicable Issuing Bank. In
the event that any such Domestic or Sterling Revolving Lender fails to make
available to the Administrative Agent the amount of such Domestic or Sterling

                                      -36-
<PAGE>

Revolving Lender's respective participation in such L/C, such Issuing Bank shall
be entitled to recover such amount on demand from such Domestic or Sterling
Revolving Lender together with interest at the Federal Funds Rate for the first
two Business Days after demand and thereafter at the Base Rate. Each Issuing
Bank shall distribute to the Administrative Agent all payments received by such
Issuing Bank from the Domestic Borrower and Sterling Borrower in reimbursement
of drawings honored by such Issuing Bank under such L/C when such payments are
received. The Administrative Agent shall promptly distribute to each respective
Domestic or Sterling Revolving Lender (other than the Issuing Banks) that has
paid all amounts payable under this Section with respect to any L/C, such
Revolving Lender's applicable Pro Rata Share of such payments.

         Section 2.08. Obligations Absolute. The obligation of the Domestic
Borrower to reimburse the Domestic Issuing Bank for drawings made under Domestic
L/Cs issued for the account of the Domestic Borrower, the obligation of the
Sterling Borrower to reimburse the UK Issuing Bank for drawings made under
Sterling L/C's issued for the account of the Sterling Borrower, and the
applicable Domestic and Sterling Revolving Lenders' obligation to honor their
participations purchased therein, shall be unconditional and irrevocable and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including without limitation, the following circumstances:

                  (a) Any lack of validity or enforceability of any L/C;

                  (b) The existence of any claim, set-off, defense or other
right which the Domestic Borrower, the Sterling Borrower or any Subsidiary or
Affiliate of the Domestic Borrower or the Sterling Borrower may have at any time
against a beneficiary or any transferee of any L/C (or any Persons or entities
for whom any such beneficiary or transferee may be acting), any Lender or any
other Person, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including without limitation
any underlying transaction between the Domestic Borrower, the Sterling Borrower
or any of their Subsidiaries and Affiliates and the beneficiary for which such
L/C was issued);

                  (c) Any draft, demand, certificate or any other document
presented under any L/C proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect;

                  (d) Payment by either Issuing Bank under any L/C against
presentation of a demand, draft or certificate or other document which does not
comply with the terms of such L/C;

                  (e) Any other circumstance or happening whatsoever which is
similar to any of the foregoing; or

                  (f) The fact that a Default or an Event of Default shall have
occurred and be continuing.

         Section 2.09.     Indemnification; Nature of Issuing Banks' Duties.

                  (a) In addition to amounts payable elsewhere pursuant to this
Agreement, without duplication, the Domestic Borrower hereby agrees to protect,
indemnify, pay and save the Domestic Issuing Bank, the Administrative Agent and
each Domestic Revolving Lender harmless from and against any and all claims,
demands, liabilities, damages, losses, costs, charges and reasonable expenses
(including reasonable attorney's fees and disbursements) which the Domestic
Issuing Bank, the Administrative Agent or any Domestic Revolving Lender may
incur or be subject to as a consequence, direct or indirect, of (i) the issuance
of any L/C for the account of the Domestic Borrower; or (ii) the failure of the
Domestic Issuing Bank to honor a drawing under any L/C due to any act or
omission (whether rightful or wrongful) of any present or future de jure or de
facto government or governmental authority.

                  (b) In addition to amounts payable elsewhere pursuant to this
Agreement, without duplication, the Sterling Borrower hereby agrees to protect,
indemnify, pay and save the UK Issuing Bank, the Administrative Agent and each
Sterling Revolving Lender harmless from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and reasonable expenses (including
reasonable attorney's fees and

                                      -37-
<PAGE>

disbursements) which the UK Issuing Bank, the Administrative Agent or any
Sterling Revolving Lender may incur or be subject to as a consequence, direct or
indirect, of (i) the issuance of any L/C for the account of the Sterling
Borrower; or (ii) the failure of the UK Issuing Bank to honor a drawing under
any L/C due to any act or omission (whether rightful or wrongful) of any present
or future de jure or de facto government or governmental authority.

                  (c) Notwithstanding any other provision contained in this
Agreement, neither Issuing Bank shall be obligated to issue any L/C if the
issuance of such L/C shall have become unlawful or prohibited by compliance by
such Issuing Bank in good faith with any law, governmental rule, guideline,
request, order, injunction, judgment or decree (whether or not having the force
of law).

         Section 2.10.     Domestic Swingline Subcommitment.

                  (a) Subject to and upon the terms and conditions herein set
forth, the Domestic Swingline Lender agrees to make to the Domestic Borrower,
from time to time prior to the Revolving Credit Termination Date, Domestic
Swingline Loans in an aggregate principal amount outstanding at any time not to
exceed the Domestic Swingline Subcommitment; provided, however, that the
conditions set forth in Sections 2.01(a), 2.02, 6.01 and 6.02 have been
fulfilled before and after giving effect to each Borrowing of Domestic Swingline
Loans. The Domestic Borrower shall be entitled to repay and reborrow Domestic
Swingline Loans in accordance with the provisions of this Agreement.

                  (b) Each Domestic Swingline Loan shall be made as a Base Rate
Loan.

                  (c) Whenever the Domestic Borrower desires to make a Borrowing
of Domestic Swingline Loans, it shall give the Domestic Swingline Lender (with a
copy to the Administrative Agent) written notice (or telephonic notice promptly
confirmed in writing) of such Borrowing (each a "Domestic Swingline Notice of
Borrowing" in the form of Exhibit O attached) prior to 11:00 a.m. (Atlanta,
Georgia time) on the requested date of such Borrowing. Notices received after
the times set forth above shall be deemed received on the next Business Day.
Each Domestic Swingline Notice of Borrowing shall be irrevocable and shall
specify (i) the aggregate principal amount of such Borrowing, and (ii) the date
of such Borrowing (which shall be a Business Day).

                  (d) The Domestic Borrower's obligation to pay the principal
of, and interest on, the Domestic Swingline Loans to the Domestic Swingline
Lender shall be evidenced by the records of the Administrative Agent and the
Domestic Swingline Lender and by the Domestic Swingline Note payable to the
Domestic Swingline Lender (or the assignor of the Domestic Swingline Lender)
completed in conformity with this Agreement.

                  (e) All outstanding principal amounts of the Domestic
Swingline Loans, and all accrued but unpaid interest thereon, shall be due and
payable in full on the Revolving Credit Termination Date.

                  (f) At any time on the request of the Domestic Swingline
Lender, each Domestic Revolving Lender other than the Domestic Swingline Lender
shall purchase a participating interest in all outstanding Domestic Swingline
Loans in an amount equal to its Pro Rata Share of such Domestic Swingline Loans,
and upon request of any Domestic Revolving Lender, the Domestic Swingline Lender
shall furnish such Domestic Revolving Lender with a certificate evidencing such
participating interest. Such purchase shall be made one Business Day after such
request is made. On the date of such required purchase, each Domestic Revolving
Lender will immediately transfer to the Domestic Swingline Lender, in
immediately available funds, the amount of its participation. At any time after
the Domestic Swingline Lender has received from any such Domestic Revolving
Lender the funds for its participating interest in a Domestic Swingline Loan, if
the Administrative Agent or the Domestic Swingline Lender receives any payment
on account thereof, the Administrative Agent or the Domestic Swingline Lender,
as the case may be, will distribute to such Domestic Revolving Lender its
participating interest in such amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Domestic
Revolving Lender's participating interest was outstanding and funded); provided,
however, that if such payment received by the Administrative Agent or the
Domestic Swingline Lender is required to be returned, such Domestic Revolving
Lender will return to the Administrative Agent or the Domestic Swingline Lender
any portion thereof previously

                                      -38-
<PAGE>

distributed by the Administrative Agent or the Domestic Swingline Lender to it.
Each Domestic Revolving Lender's obligation to purchase such participating
interests shall be absolute and unconditional and shall not be affected by any
circumstance, including without limitation (i) any setoff, counterclaim,
recoupment, defense or other right that such Domestic Revolving Lender or any
other Person may have against the Domestic Swingline Lender requesting such
purchase or any other Person for any reason whatsoever, (ii) the occurrence or
continuation of a Default or an Event of Default or the termination of the
Domestic Revolving Credit Commitments, (iii) any adverse change in the condition
(financial or otherwise) of any Borrower, any of their Subsidiaries, or any
other Person, (iv) any breach of this Agreement by any Borrower or any other
Lender, or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing; provided, however, that no such obligation
shall exist to the extent that the aggregate Domestic Swingline Loans were
advanced in excess of the Domestic Swingline Subcommitment then in effect.

                  (g) The Domestic Swingline Lender, at any time and from time
to time in its sole discretion, may, on behalf of the Domestic Borrower (which
hereby irrevocably authorized and direct the Domestic Swingline Lender to act on
its behalf), give a Domestic Revolving Notice of Borrowing to the Administrative
Agent requesting the Domestic Revolving Lenders (including the Domestic
Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid
principal amount of any Domestic Swingline Loan. Each Domestic Revolving Lender
will make the proceeds of its Base Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Domestic Swingline
Lender, which will be used solely for the repayment of such Domestic Swingline
Loans.

         Section 2.11.     Sterling Swingline Subcommitment.

                  (a) Subject to and upon the terms and conditions herein set
forth, the UK Swingline Lender agrees to make to the Sterling Borrower, from
time to time prior to the Revolving Credit Termination Date, Sterling Swingline
Loans in an aggregate principal amount outstanding at any time not to exceed the
Sterling Swingline Subcommitment; provided, however, that the conditions set
forth in Sections 2.01, 2.03, 6.01 and 6.02 have been fulfilled before and after
giving effect to each Borrowing of Sterling Swingline Loans. The Sterling
Borrower shall be entitled to repay and reborrow Sterling Swingline Loans in
accordance with the provisions of this Agreement.

                  (b) Each Sterling Swingline Loan shall be made as a LIBOR
Loan. The principal amount of each Sterling Swingline Loan shall be at least
(pound)100,000 or a greater integral multiple of (pound)50,000.

                  (c) Whenever the Sterling Borrower desires to make a Borrowing
of Sterling Swingline Loans, it shall give the UK Swingline Lender (with a copy
to the Administrative Agent) written notice (or telephonic notice promptly
confirmed in writing) of such Borrowing (each a "Sterling Swingline Notice of
Borrowing" in the form of Exhibit N attached) prior to 11:00 a.m. (Atlanta,
Georgia time) on the requested date of such Borrowing three (3) days prior to
the date of such Borrowing. Notices received after the times set forth above
shall be deemed received on the next Business Day. Each Sterling Swingline
Notice of Borrowing shall be irrevocable and shall specify (i) the aggregate
principal amount of such Borrowing in Sterling, and (ii) the date of such
Borrowing (which shall be a Business Day).

                  (d) The Sterling Borrower's obligation to pay the principal
of, and interest on, the Sterling Swingline Loans in Sterling to the UK
Swingline Lender shall be evidenced by the records of the Administrative Agent
and the UK Swingline Lender and by the Sterling Swingline Note payable to the UK
Swingline Lender (or the assignor of the UK Swingline Lender) completed in
conformity with this Agreement.

                  (e) All outstanding principal amounts of the Sterling
Swingline Loans, and all accrued but unpaid interest thereon, shall be due and
payable in full in Sterling on the Revolving Credit Termination Date.

                  (f) At any time on the request of the UK Swingline Lender,
each Sterling Revolving Lender other than the UK Swingline Lender shall purchase
a participating interest in all outstanding Sterling Swingline Loans in an
amount equal to its Pro Rata Share of such Sterling Swingline Loans, and upon
request of any Sterling Revolving Lender, the UK Swingline Lender shall furnish
such Sterling Revolving Lender with a certificate

                                      -39-
<PAGE>

evidencing such participating interest. Such purchase shall be made three
Business Days after such request is made, and shall be made at the end of an
Interest Period. On the date of such required purchase, each Sterling Revolving
Lender will immediately transfer to the UK Swingline Lender, in immediately
available funds in Sterling, the amount of its participation. At any time after
the UK Swingline Lender has received from any such Sterling Revolving Lender the
funds for its participating interest in a Sterling Swingline Loan, if the
Administrative Agent or the UK Swingline Lender receives any payment on account
thereof, the Administrative Agent or the UK Swingline Lender, as the case may
be, will distribute to such Sterling Revolving Lender its participating interest
in such amount (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Sterling Revolving Lender's
participating interest was outstanding and funded); provided, however, that if
such payment received by the Administrative Agent or the UK Swingline Lender is
required to be returned, such Sterling Revolving Lender will return to the
Administrative Agent or the UK Swingline Lender any portion thereof previously
distributed by the Administrative Agent or the UK Swingline Lender to it. Each
Sterling Revolving Lender's obligation to purchase such participating interests
shall be absolute and unconditional and shall not be affected by any
circumstance, including without limitation (i) any setoff, counterclaim,
recoupment, defense or other right that such Sterling Revolving Lender or any
other Person may have against the UK Swingline Lender requesting such purchase
or any other Person for any reason whatsoever, (ii) the occurrence or
continuation of a Default or an Event of Default or the termination of the
Sterling Revolving Credit Commitments, (iii) any adverse change in the condition
(financial or otherwise) of any Borrower, any of their Subsidiaries, or any
other Person, (iv) any breach of this Agreement by any Borrower or any other
Lender, or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing; provided, however, that no such obligation
shall exist to the extent that the aggregate Sterling Swingline Loans were
advanced in excess of the Sterling Swingline Subcommitment then in effect.

                  (g) The UK Swingline Lender, at any time and from time to time
in its sole discretion, may, on behalf of the Sterling Borrower (which hereby
irrevocably authorized and direct the UK Swingline Lender to act on its behalf),
give a Notice of Sterling Revolving Borrowing to the Administrative Agent
requesting the Lenders (including the UK Swingline Lender) to make Fourteen Day
LIBOR Loans in an amount equal to the unpaid principal amount of any Sterling
Swingline Loan. Each Lender will make the proceeds of its Fourteen Day LIBOR
Loan included in such Borrowing available to the Administrative Agent for the
account of the UK Swingline Lender, which will be used solely for the repayment
of such Sterling Swingline Loans.

         Section 2.12.     Reductions of Revolving Credit Commitments.

                  (a) Upon at least five (5) days' prior written notice (or
telephonic notice promptly confirmed in writing) from the Domestic Borrower or
the Sterling Borrower to the Administrative Agent, the Domestic Borrower or the
Sterling Borrower shall have the right, without premium or penalty, to reduce
the respective Domestic or Sterling Revolving Credit Commitments, or any
subcommitment thereof, in part or to terminate the respective Domestic or
Sterling Revolving Credit Commitments, or any subcommitment thereof, in whole,
provided that (i) any such reduction or termination shall apply to
proportionately and permanently reduce the designated Revolving Credit
Commitment, or any designated subcommitment thereof, of each applicable Domestic
or Sterling Revolving Lender, (ii) any partial termination pursuant to this
Section 2.12 shall be in an amount of at least the Sterling Equivalent of
$5,000,000 and integral multiples of the Sterling Equivalent of $1,000,000 for
the Sterling Revolving Credit Commitment, and at least $5,000,000 and integral
multiples of $1,000,000 for the Domestic Revolving Credit Commitment, and (iii)
no such reduction shall be permitted which would reduce the Total Revolving
Credit Commitment Amount to an amount less than the aggregate outstanding
principal amount of the sum of Domestic Revolving Loans, Domestic Swingline
Loans, the Dollar Equivalent of all Sterling Revolving Loans (determined as of
the most recent Determination Date), the Dollar Equivalent of all Sterling
Swingline Loans (determined as of the most recent Determination Date) and all
L/C Obligations (determined as of the most recent Determination Date).

         Section 2.13. Use of Proceeds. The proceeds of the Domestic Revolving
Loans and the Domestic Swingline Loans shall have been and shall be used by the
Domestic Borrower (a) to make a capital contribution to the Holdings Borrower,
the proceeds of which shall have been used by the Holdings Borrower to
consummate the Acquisition, (b) to refinance existing Indebtedness of the
Domestic Borrower, (c) to pay expenses related to the

                                      -40-
<PAGE>

transactions contemplated by this Agreement and (d) to provide ongoing working
capital for the Domestic Borrower. The proceeds of the Sterling Revolving Loans
and Sterling Swingline Loans shall have been used by the Sterling Borrower (a)
to refinance existing Indebtedness of the Sterling Borrower, (b) to pay expenses
related to the transactions contemplated by this Agreement (other than those
relating to the Acquisition) and (c) to provide ongoing working capital for the
Sterling Borrower and its Subsidiaries which are Credit Parties.

         Section 2.14. Unlawful Financial Assistance. None of the Loans shall be
used for any purpose which would be contrary to the provisions of ss. 151 of the
Companies Act of 1985, unless the provisions of ss. 155 to ss. 158 of that Act
are actually complied with.

                                  ARTICLE III.

                                  TERM A LOANS

         Section 3.01.     Term A Loans.

                  (a) Subject to and upon the terms and conditions herein set
forth, each Term A Lender severally agrees to make a term loan to the Holdings
Borrower on the Closing Date in the principal amount equal to such Term A
Lender's Pro Rata Share of the Term A Loan Commitment in Sterling. The Holdings
Borrower shall not be entitled to reborrow any amounts repaid with respect to
the Term A Loan. Interest on the Term A Loan shall accrue as a LIBOR Loan. Such
LIBOR Loan will continue with a three-month Interest Period beginning September
29, 2000.

                  (b) During the period commencing on the funding of the Term A
Loans through and including the Term A Loans Maturity Date, the Holdings
Borrower agrees to pay accrued interest in Sterling on the Term A Loans in
arrears in accordance with Section 5.02. During the period commencing on
September 30, 2000 and thereafter, the Holdings Borrower agrees to make
principal payments on the last day of each calendar quarter as set forth in the
amortization schedule in Schedule 3.01. The entire outstanding principal amount
of the Term A Loans, together with all accrued and unpaid interest thereon,
shall be due and payable in full on the Term A Loan Maturity Date in Sterling.

                  (c) The Holdings Borrower's obligation to pay the principal
of, and interest on, the Term A Loan to each Term A Lender shall be evidenced by
the records of such Term A Lender and by the Term A Note payable to such Term A
Lender (or the assignee thereof) completed in conformity with this Agreement.

         Section 3.02.     Use of Proceeds. The proceeds of the Term A Loans
have been used by the Holdings Borrower to finance the Acquisition.


                                   ARTICLE IV.

                                  TERM B LOANS

         Section 4.01.     Term B Loans.

                  (a) Subject to and upon the terms and conditions herein set
forth, each Term B Lender severally agrees to make a term loan to the Domestic
Borrower on the Closing Date in the principal amount equal to such Term B
Lender's Pro Rata Share of the Term B Loan Commitment Amount. The Domestic
Borrower shall not be entitled to reborrow any amounts repaid with respect to
the Term B Loan. Interest shall accrue on the Term B

                                      -41-
<PAGE>

Loan as a LIBOR Loan. Such LIBOR Loan will continue with a three-month Interest
Period beginning September 29, 2000.

                  (b) During the period commencing on the funding of the Term B
Loans through and including the Term B Loan Maturity Date, the Domestic Borrower
agrees to pay accrued interest on the Term B Loans in arrears in accordance with
Section 5.02. During the period commencing on September 30, 2000 and thereafter,
the Domestic Borrower agrees to make principal payments on the last day of each
calendar quarter as set forth in the amortization schedule in Schedule 4.01. The
entire outstanding principal amount of the Term B Loans, together with all
accrued and unpaid interest thereon, shall be due and payable in full on the
Term B Loan Maturity Date.

                  (c) The Domestic Borrower's obligation to pay the principal
of, and interest on, the Term B Loan to each Term B Lender shall be evidenced by
the records of such Term B Lender and by the Term B Note payable to such Term B
Lender (or the assignee thereof) completed in conformity with this Agreement.

         Section 4.02. Use of Proceeds. The proceeds of the Term B Loans have
been and shall be used by the Domestic Borrower (a) to refinance existing
Indebtedness of the Domestic Borrower, (b) to pay expenses related to the
transactions contemplated by this Agreement, (c) other general corporate
purposes, and (d) to make a capital contribution to the Holdings Borrower in
order to finance the Acquisition.

                                   ARTICLE V.

                               GENERAL LOAN TERMS

         Section 5.01.     Disbursement of Funds.

                  (a) Not later than 2:00 p.m. (Atlanta, Georgia time) on the
date of any requested Domestic or Sterling Borrowing , each respective Lender,
as applicable, will make available its Pro Rata Share of the amount of such
Domestic or Sterling Borrowing in immediately available funds at the Payment
Office. The Administrative Agent will make available to the Borrower requesting
such Borrowing the aggregate of the amounts (if any) so made available by such
Lenders to the Administrative Agent in a timely manner by crediting such amounts
to such Borrower's demand deposit account maintained with the Administrative
Agent or, at the Borrower Representative's option, by effecting a wire transfer
of such amounts to any other account specified by the Borrower Representative to
the Administrative Agent in writing, by the close of business on such Business
Day. In the event that any such Lender does not make its Pro Rata Share of such
Borrowing available to the Administrative Agent by the time prescribed above,
but such amount is received by the Administrative Agent later that day, such
amount may be credited to such Borrower in the manner described in the preceding
sentence on the next Business Day (with interest on such amount to begin
accruing hereunder on such next Business Day).

                  (b) Unless the Administrative Agent shall have been notified
by any Lender prior to the date of a Borrowing of Revolving Loans or Term Loans
that such Lender does not intend to make available to the Administrative Agent
such Lender's portion of the Borrowing to be made on such date, the
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent on such date and the Administrative Agent may make
available to the applicable Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent
by such Lender on the date of Borrowing, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Lender
together with interest at the Federal Funds Rate if such Lender pays the
Administrative Agent within two Business Days after demand, and otherwise at the
Base Rate. If such Lender does not pay such corresponding amount forthwith upon
the Agent's demand therefor, the Agent shall promptly notify the Borrower
Representative, and the applicable Borrower shall immediately pay such
corresponding amount to the Agent together with interest at the rate specified
for the Borrowing. Nothing in this subsection shall be deemed to relieve any
Lender from its

                                      -42-
<PAGE>

obligation to fund its Commitments hereunder or to prejudice any rights which
any Borrower may have against any Lender as a result of any default by such
Lender hereunder.

                  (c) All Borrowings comprising the Revolving Loans shall be
made by the Domestic Revolving Lenders and the Sterling Revolving Lenders on the
basis of their Pro Rata Shares of the Domestic Revolving Credit Commitments and
the Sterling Revolving Commitments, respectively. All Borrowings comprising the
Term Loans shall be made by the Term Lenders on the basis of their Pro Rata
Shares of the Term A Loan Commitments and the Term B Loan Commitments,
respectively. No Lender shall be responsible for any default by any other Lender
in its obligations hereunder, and each Lender shall be obligated to make its
Loans provided to be made by it hereunder, regardless of the failure of any
other Lender to make its Loans hereunder.

                  (d) No later than 2:00 p.m. (Atlanta, Georgia time) on the
date of any requested Borrowing of a Domestic Swingline Loan, the Domestic
Swingline Lender will make available such Domestic Swingline Loan to the
Domestic Borrower by crediting such amounts to the Domestic Borrower's demand
deposit account maintained with the Domestic Swingline Lender or at the Domestic
Borrower's option, by effecting a wire transfer of such amounts to any other
account of the Domestic Borrower specified by the Borrower Representative to the
Domestic Swingline Lender in writing, by the opening of business on such
Business Day.

                  (e) No later than 2:00 p.m. (Atlanta, Georgia time) on the
date of any requested Borrowing of a Sterling Swingline Loan, the UK Swingline
Lender will make available such Sterling Swingline Loan to the Sterling Borrower
by crediting such amounts to the Sterling Borrower's demand deposit account
maintained with the Sterling Swingline Lender or at the Sterling Borrower's
option, by effecting a wire transfer of such amounts to any other account of the
Sterling Borrower specified by the Borrower Representative to the Sterling
Swingline Lender in writing, by the opening of business on such Business Day.

         Section 5.02.     Interest on Loans.

                  (a) Subject to Section 5.04, Holdings Borrower agrees to pay
interest in respect of all unpaid principal amounts of Term A Loans, the
Sterling Borrower agrees to pay interest in respect of all unpaid principal
amounts of the Sterling Revolving Loans and Sterling Swingline Loans, and the
Domestic Borrower agrees to pay interest in respect of all unpaid principal
amounts of the Domestic Revolving Loans, Domestic Swingline Loans, and the Term
B Loans from the date such principal amounts are advanced to maturity (whether
by acceleration, notice of prepayment or otherwise) at rates per annum equal to
the rates indicated below as applicable to outstanding Loans in accordance with
the terms hereof:

                           (i)  For a Base Rate Loan -- the Base Rate in effect
         from time to time plus the Applicable Base Rate Margin then in effect;
         and

                           (ii) For a LIBOR Loan -- LIBOR plus the Applicable
         LIBOR Margin then in effect.

                  (b) Interest on the principal amount of all Loans shall accrue
from (and including) the date such Loans are made to (but excluding) the date of
any repayment thereof, provided that, if the principal amount of any Loan is
repaid on the same day made, one day's interest shall be paid on such principal.
Interest on all outstanding Base Rate Loans shall be payable monthly in arrears
on the last day of each calendar month. Interest on all outstanding LIBOR Loans
shall be payable on the last day of each Interest Period applicable thereto,
and, in the case of any LIBOR Loan having an Interest Period in excess of three
months, on each day which occurs every three months after the initial date of
such Interest Period. Interest on all Loans shall also be payable on any
conversion of a Loan into a Loan of another Type, prepayment (on the amount
prepaid), at maturity (whether by acceleration notice of prepayment or
otherwise) and, after maturity, on demand.

                  (c) The Administrative Agent, upon determining LIBOR for the
Loans for any Interest Period, shall promptly notify the Borrower Representative
and the other Lenders of such rate by telephone (confirmed in writing) or in
writing. Any such determination shall, absent manifest error, be final,
conclusive and binding for all purposes.

                                      -43-
<PAGE>

         Section 5.03. Interest Periods. In connection with the making or
continuation of, or conversion into, each Borrowing of LIBOR Loans, the Borrower
Representative shall select an interest period (each an "Interest Period") to be
applicable to such Loans, which Interest Period shall be

                  (a) either a one, two, three or six month period for Domestic
                      Revolving Loans;

                  (b) either one or three months for the Sterling Revolving
                      Loans;

                  (c) Fourteen Days for Sterling Swingline Loans; and

                  (d) three months for the Term A Loan and the Term B Loan;

provided that:

                           (i) The initial Interest Period for any Borrowing
         consisting of LIBOR Loans shall commence on the date of such Borrowing
         (including the date of any conversion from a Borrowing consisting of
         Loans of another Type) and each Interest Period occurring thereafter in
         respect of such Borrowing shall commence on the day on which the next
         preceding Interest Period expires;

                           (ii) If any Interest Period would otherwise expire on
         a day which is not a Business Day, such Interest Period shall expire on
         the next succeeding Business Day, provided that if any Interest Period
         in respect of a LIBOR Loan would otherwise expire on a day that is not
         a Business Day but is a day of the month after which no further
         Business Day occurs in such month, such Interest Period shall expire on
         the next preceding Business Day;

                           (iii) Any Interest Period in respect of a LIBOR Loan
         which begins on a day for which there is no numerically corresponding
         day in the calendar month at the end of such Interest Period shall,
         subject to part (iv) below, expire on the last Business Day of such
         calendar month;

                           (iv) No Interest Period shall extend beyond any date
         upon which any prepayment is required to be made on the Loans, unless
         the aggregate principal amount of Loans that are not LIBOR Loans, or
         that have Interest Periods which will expire on or before the date of
         the respective payment or prepayment, is equal to or in excess of the
         amount of any such principal payments or prepayments to be made;

                           (v) The Interest Period for a LIBOR Loan which is
         converted pursuant to Section 5.13(b) or Section 5.14 shall commence on
         the date of such conversion and shall expire on the date on which the
         Interest Periods for the LIBOR Loans of the other Lenders which were
         not converted expires; and

                           (vi) No Interest Period with respect to any Revolving
         Loan shall extend beyond the Revolving Credit Termination Date, no
         Interest Period with respect to any Term A Loan shall extend beyond the
         Term A Loan Maturity Date and no Interest Period with respect to any
         Term B Loan shall extend beyond the Term B Loan Maturity Date.

         Section 5.04. Default Interest. If any Event of Default has occurred
and is continuing, the Holdings Borrower agrees to pay interest in respect of
the Term A Loan, the Sterling Borrower agrees to pay interest in respect of the
Sterling Revolving Loans and Sterling Swingline Loans, and the Domestic Borrower
agrees to pay interest in respect of the Domestic Revolving Loans, Domestic
Swingline Loans, the Term B Loan and all other amounts owing hereunder, at the
following rates per annum (such applicable rate, the "Default Rate"):

                           (i) in the case of Loans outstanding as LIBOR Loans,
         at the rate otherwise applicable for the then-current Interest Period
         plus an additional two percent (2%) per annum;

                                      -44-
<PAGE>

                           (ii) in the case of Loans outstanding as Base Rate
         Loans and all other Obligations hereunder, at the rate otherwise then
         in effect for Base Rate Loans plus an additional two percent (2%) per
         annum;

provided that no Loan shall bear interest after maturity (whether by
acceleration, notice of prepayment or otherwise) at a rate per annum less than
two percent (2%) per annum in excess of the original rate of interest applicable
thereto at maturity.

         Section 5.05.     Fees.

                  (a) On the Closing Date, the Domestic Borrower and the
Sterling Borrower agree to pay the Fees (which have not been previously paid)
described in the Fee Letter on the terms set forth in the Fee Letter.

                  (b) The Domestic Borrower and the Sterling Borrower agree to
pay to the Administrative Agent, for the ratable benefit of each Revolving
Lender based upon its respective Pro Rata Share of the Domestic and Sterling
Revolving Credit Commitments, as the case may be a commitment fee (the
"Revolving Credit Commitment Fee"), for the period commencing on the Closing
Date to and including the Revolving Credit Termination Date, equal to the
average daily unused portion of the Revolving Credit Commitments multiplied by
the Applicable Commitment Fee Percentage. The Revolving Credit Commitment Fee
shall be payable quarterly in arrears on the last day of each calendar quarter,
commencing on September 30, 2000, and on the Revolving Credit Termination Date.
For purposes of calculating the Revolving Credit Commitment Fee, all outstanding
L/C Obligations shall be considered "usage" of the Revolving Credit Commitments.

                  (c) The Domestic Borrower and the Sterling Borrower, as the
case may be, agree to pay to the Administrative Agent, for the ratable benefit
of each Revolving Lender based upon its respective Pro Rata Share of the
Domestic and Sterling Revolving Credit Commitments, as the case may be a letter
of credit fee for standby letters of credit (the "Standby L/C Fee") for the
period commencing on the Closing Date to and including the Revolving Credit
Termination Date, equal to the Applicable LIBOR Margin then in effect multiplied
by the L/C Obligations consisting of standby letters of credit; provided,
however, that if an Event of Default has occurred and is continuing, the Standby
L/C Fee shall be increased to an amount equal to two percentage points above the
Applicable LIBOR Margin then in effect multiplied by the L/C Obligations
consisting of standby letters of credit. The Standby L/C Fee shall be payable
quarterly in arrears on the last day of each calendar quarter, commencing on the
last day of the calendar quarter in which the first L/C is issued, and on the
Revolving Credit Termination Date. The Domestic Borrower and the Sterling
Borrower, as the case may be, agree to pay to the Administrative Agent, for the
ratable benefit of each Revolving Lender based upon its respective Pro Rata
Share of the Domestic and Sterling Revolving Credit Commitments, as the case may
be a letter of credit fee for commercial/trade letters of credit (the
"Commercial L/C Fee"), payable at the time of issuance, for the period
commencing on the Closing Date to and including the Revolving Credit Termination
Date, equal to .25% of the face amount on issuance and/or increases for each 90
day period and 1% per annum of the face amount on acceptance of a draw under a
L/C plus usual and customary bank charges for the Issuing Bank's account as
agreed upon between Issuing Bank and the Domestic Borrower or the Sterling
Borrower; provided, however, that if an Event of Default has occurred and is
continuing, the Commercial L/C Fee shall be increased to an amount equal to two
percentage points above the fee then in effect. Fees payable for Sterling L/C's
shall be paid in Sterling.

                  (d) The Domestic Borrower agrees to pay to the Domestic
Issuing Bank for its own account, a facing fee (the "Domestic Facing Fee") for
the period commencing on the Closing Date to and including the Revolving Credit
Termination Date, equal to 0.25% per annum multiplied by the Domestic L/C
Obligations, plus customary issuance and administration fees. The Sterling
Borrower agrees to pay to the UK Issuing Bank for its own account a facing fee
(the "UK Facing Fee" payable in Sterling; together with the Domestic Facing Fee,
the "Facing Fees") for the period commencing on the Closing Date to and
including the Revolving Credit Termination Date, equal to 0.25% per annum
multiplied by the Sterling L/C Obligations, plus customary issuance and
administration fees. The Facing Fees shall be payable quarterly in arrears on
the last day of each calendar quarter, commencing on the last day of the
calendar quarter in which the first L/C is issued, and on the Revolving Credit
Termination Date.

                                      -45-
<PAGE>

         Section 5.06.     Voluntary Prepayments of Revolving Loans.

                  (a) The Sterling Borrower may, at its option, prepay
Borrowings of Sterling Revolving Loans in Sterling in full or in amounts
aggregating (pound)1,000,000 or any greater integral multiple of (pound)100,000,
and the Domestic Borrower may, at its option, prepay Borrowings of Domestic
Revolving Loans in full or in amounts aggregating $500,000 or any greater
integral multiple of $100,000 by paying the principal amount to be prepaid
together with interest accrued and unpaid thereon to the date of prepayment, and
if the Domestic Borrower or the Sterling Borrower elects to prepay a Borrowing
consisting of LIBOR Loans on a date other than the last day of an Interest
Period applicable thereto, all compensation payments required pursuant to
Section 5.16. The Domestic Borrower and Sterling Borrower may designate the
Types of Loans and the specific Borrowings of Revolving Loans that are to be
prepaid as part of any prepayment pursuant to this Section 5.06(a), provided
that (i) if any prepayment of LIBOR Loans made pursuant to a single Borrowing of
Domestic Revolving Loans shall reduce the outstanding Loans made pursuant to
such Borrowing to an amount less than $500,000, such Borrowing shall immediately
be converted into Base Rate Loans, (ii) if any prepayment of LIBOR Loans made
pursuant to a single Borrowing of Sterling Revolving Loans shall reduce the
outstanding Loans made pursuant to such Borrowing to an amount less than
(pound)500,000 such Borrowing shall immediately be converted into a Sterling
Swingline Loan, and (iii) each prepayment made pursuant to a single Borrowing
shall be applied pro rata among the Loans comprising such Borrowing. In the
absence of a designation by the Borrower Representative, the Administrative
Agent shall make such designation in its sole discretion.

                  (b) The Borrower Representative shall give written notice (or
telephonic notice confirmed in writing) to the Administrative Agent of any
intended prepayment of a Borrowing of Revolving Loans pursuant to Section
5.06(a), no later than 11:00 a.m. (Atlanta, Georgia time) in the case of
Domestic Revolving Loans or Sterling Revolving Loans, not less than three (3)
Business Days prior to any prepayment of any Borrowing of Revolving Loans. Such
notice, once given, shall be irrevocable. Upon receipt of such notice of
prepayment, the Administrative Agent shall promptly notify each Revolving Lender
of the contents of such notice and of such Revolving Lender's share of such
prepayment.

         Section 5.07.     Voluntary Prepayments of Term Loans.

                  (a) The Holdings Borrower may, at its option, prepay the Term
A Loans in full or in amounts aggregating (pound)1,000,000 or any integral
multiple of (pound)100,000, by paying the principal amount to be prepaid, plus
all interest accrued and unpaid thereon to the date of prepayment, plus all
compensation payments required by Section 5.16.

                  (b) The Domestic Borrower may, at its option, prepay the Term
B Loans in full or in amounts aggregating $500,000 or any integral multiple of
$100,000, by paying the principal amount to be prepaid, plus all interest
accrued and unpaid thereon to the date of prepayment, plus all compensation
payments required by Section 5.16.

                  (c) The Borrower Representative shall give written notice (or
telephonic notice confirmed in writing) to the Administrative Agent of any
intended prepayment of Term Loans pursuant to Section 5.07(a) or (b) no later
than 11:00 a.m. (Atlanta, Georgia time) in the case of Term B Loans or Term A
Loans, in either case not less than five (5) days (nor more than ninety (90)
days) prior to any prepayment of such Term Loans, which notice shall specify (i)
the date of prepayment (which date shall be the last day of a calendar month),
(ii) whether such prepayment shall be applied to Term A Loans or Term B Loans
and (iii) the principal amount to be prepaid.

                  (d) Each payment made pursuant to this Section 5.07 shall be
applied to the Term A Notes or Term B Notes, as the case may be, in accordance
with Section 5.08(e).

                                      -46-
<PAGE>

         Section 5.08.     Mandatory Prepayments of Loans.

                  (a) The Borrowers shall prepay the Loans in accordance with
Section 5.08(e) below in an amount equal to one hundred percent (100%) of the
Net Cash Proceeds of all sales or dispositions consummated after the Original
Closing Date by the Borrowers and their Subsidiaries of non-current assets
(except for sales and dispositions permitted by Section 9.03). To the extent any
prepayment is required under this Section 5.08(a) such prepayment shall be due
no later than five (5) Business Days after such sale or disposition is effected,
along with a detailed calculation showing all deductions from gross proceeds in
order to arrive at Net Cash Proceeds.

                  (b) The Borrowers shall prepay the Loans in accordance with
Section 5.08(e) below in an amount equal to one hundred percent (100%) of the
Net Cash Proceeds from the issuance of Subordinated Debt pursuant to Section
8.10 hereof, provided that, so long as no Default or Event of Default has
occurred and is continuing, and the Borrowers shall have prepaid the Loans from
the Net Cash Proceeds of the issuance of Subordinated Debt pursuant to Section
8.10 in an amount equal to at least $7,500,000, the Borrowers shall be required
to prepay the Loans in accordance with Section 5.08(e) below in an amount equal
to fifty percent (50%) of the Net Cash Proceeds from the issuance of any other
Subordinated Debt. Such prepayment shall be made on the day such Subordinated
Debt transaction is consummated.

                  (c) The Borrowers shall prepay the Loans in an amount equal to
one hundred percent (100%) of the Net Cash Proceeds from the issuance by any
Borrower of Stock (except for Stock issued with respect to employee stock
options more particularly described on Schedule 7.24) or debt securities (other
than Subordinated Debt described in Section 5.08 (b) above). Such prepayment
shall be made no later than the Business Day following the date of receipt by
any Borrower of any such Net Cash Proceeds.

                  (d) The Borrowers shall, concurrently with the delivery of the
financial information required under Section 8.07(a) with respect to each Fiscal
Year (but in no event later than the date such information is required to be
delivered), commencing with the delivery of the financial information with
respect to Fiscal Year 2001, make a mandatory prepayment of the outstanding
principal amount of the Term Loans (i) in an amount equal to fifty percent (50%)
of Excess Cash Flow for each Fiscal Year for which the Leverage Ratio, as
reported in the compliance certificate required by Section 8.07(c) and delivered
with the financial information required under Section 8.07(a) with respect to
such Fiscal Year, is less than 2.50:1.00, or (ii) in an amount equal to sixty
percent (60%) of Excess Cash Flow for each Fiscal Year for which the Leverage
Ratio, as reported in the compliance certificate required by Section 8.07(c) and
delivered with the financial information required under Section 8.07(a) with
respect to such Fiscal Year, is equal to or in excess of 2.50:1.00; provided,
however, that the Borrowers shall not be required to prepay the Term Loans
pursuant to this Section 5.08(d) with respect to any Fiscal Year, to the extent
any such prepayment would cause the sum of (A) the amount of prepayments of the
Term Loans made during such Fiscal Year pursuant to this Section 5.08(d), plus
(B) the amount of principal repayments of the Term Loans made during such Fiscal
Year pursuant to Section 3.01(c) and 4.01(c), to be (in Sterling and Dollars) in
excess of the Dollar Equivalent of $6,000,000.

                  (e) Prepayments required under subsections (a), (b) and (c) of
this Section 5.08 shall be applied as follows: first to the Administrative
Agent's Fee and reimbursable expenses of the Administrative Agent then due and
payable pursuant to any of the Credit Documents; second, to all other Fees and
reimbursable expenses of the Lenders and the Issuing Banks then due and payable
pursuant to any of the Credit Documents, to the Lenders and the Issuing Banks
based on their respective pro rata share of such expenses; third, to the
interest then due and payable on the Term Loans made to the Term Lenders based
on their respective Pro Rata Shares of the aggregate outstanding principal
amounts of the Term Loans, fourth, to the principal balance of the Term Loans
applied against the remaining installments of principal due in respect of the
Term Loans, in the inverse order of maturity, until the same shall have been
paid in full, to the Term Lenders based on their respective Pro Rata Shares of
the aggregate outstanding principal amounts of the Term Loan, fifth, if required
pursuant to subsections 5.08(a), (b) and (c) above, to the interest then due and
payable on the Revolving Loans made to the Revolving Lenders based on their
respective Pro Rata Shares of both aggregate outstanding principal amounts of
all Revolving Loans, sixth, if required pursuant to subsections 5.08(a), (b) and
(c) above, to the principal balance of the Sterling and Domestic Revolving Loans
applied against the aggregate outstanding principal amounts of all Revolving
Loans, until the same shall have been paid in full, pro rata to the Revolving
Lenders based on their respective Pro Rata Shares of the aggregate outstanding
principal amounts of all Revolving Loans.

                                      -47-
<PAGE>

                  (f) If at any time the aggregate outstanding principal amount
of the Domestic Revolving Loans, the Dollar Equivalent of the aggregate
outstanding principal amount of Sterling Revolving Loans (as of the most recent
Determination Date), the aggregate amount of L/C Obligations (as of the most
recent Determination Date), the aggregate outstanding principal amount of
Domestic Swingline Loans and the Dollar Equivalent of the aggregate outstanding
principal amount of Sterling Swingline Loans (as of the most recent
Determination Date) exceeds the Borrowing Limit, as reduced pursuant to Section
2.12(a) or otherwise (a "Revolving Credit Deficiency"), the Domestic Borrower
shall immediately repay the Domestic Revolving Loans and the Domestic Swingline
Loans and the Sterling Borrower shall immediately repay the Sterling Revolving
Loans and the Sterling Swingline Loans in an amount equal to such excess,
together with all accrued and unpaid interest on such excess amount and any
amounts due under Section 5.16. Each such prepayment by the Domestic Borrower
shall be applied first to the Domestic Swingline Loans to the full extent
thereof, then to Base Rate Loans comprising Domestic Revolving Loans to the full
extent thereof, and finally to LIBOR Loans comprising Domestic Revolving Loans
to the full extent thereof. Each such prepayment by the Sterling Borrower shall
be applied first to the Sterling Swingline Loans to the full extent thereof, and
finally to Sterling Revolving Loans to the full extent thereof. In the event
that following such repayment of Domestic and Sterling Revolving Loans and
Domestic and Sterling Swingline Loans, there remains a Revolving Credit
Deficiency, (i) the Domestic Borrower shall immediately deliver to the
Administrative Agent an amount in Dollars equal to the amount of such excess, to
be delivered to and held by the Domestic Issuing Bank in the Cash Collateral
Account of the Domestic Issuing Bank, or (ii) the Sterling Borrower shall
immediately deliver to the Administrative Agent an amount in Sterling equal to
the amount of such excess, to be delivered to and held by the UK Issuing Bank in
the Cash Collateral Account of the UK Issuing Bank. In the event that following
such repayment of Revolving Loans and Swingline Loans, and collateralization of
L/C Obligations, a Revolving Credit Deficiency still exists, the Holdings
Borrower shall prepay the Term A Loans, to be applied against installments in
the inverse order of maturity, and the Domestic Borrower shall prepay the Term B
Loans, to be applied against installments in the inverse order of maturity,
until such Revolving Credit Deficiency does not exist. All such payments to the
Lenders pursuant to this Section 5.08(f) in respect of the Loans specified
herein shall be made to the respective Lenders for such loans in accordance with
their respective Pro Rata Shares of such Loans.

                  (g) Term A Loans are outstanding in the amount of
(pound)9,934,432.74, which is the Sterling Equivalent of $15,000,000, as of the
date of funding the Term A Loans. If at any Determination Date the aggregate
amounts outstanding under the Term A Loans exceeds the Dollar Equivalent of the
principal amount of the Term A Loans then permitted to be outstanding hereunder,
after giving effect to the Dollar Equivalent of all required payments and
prepayments thereof, then the amount of such excess shall automatically reduce
the Borrowing Availability of the Domestic Borrower and the Sterling Borrower by
the Dollar Equivalent of such excess, and if, after giving effect thereto, there
is then no Borrowing Availability, then the Sterling Borrower and/or the
Domestic Borrower shall pay an aggregate principal amount of Revolving Loans or
Term Loans to reduce the Dollar Equivalent outstanding under all the Loans and
L/C Obligations to be equal to or less than the total Dollar Equivalent of the
Revolving Credit Commitment Amount plus the principal amount of the Term Loans
then permitted to be outstanding hereunder after giving effect to the Dollar
Equivalent of required amortization payments and prepayments thereof (the Dollar
Equivalent of the required amortization payments being shown on Schedule 5.08),
with all accrued interest on such amounts paid plus all compensation payments
required under Section 5.16. Payments shall be applied in the following order:
first to all Domestic and Sterling Swingline Loans; second to all other Sterling
and Domestic Revolving Loans; third to cash collaterlize all L/C Obligations;
fourth to Term A Loans, in the inverse order of installments; fifth to Term B
Loans, in inverse order of installments. All such payments to the Lenders
pursuant to this Section 5.08(g) in respect of the Loans specified herein shall
be made to the respective Lenders for such loans in accordance with their
respective Pro Rata Shares of such Loans.

         Section 5.09.     Payments, etc.

                  (a) All payments and prepayments of principal, interest and
fees with respect to the Loans or L/C's or other Obligations shall be made
without set-off or counterclaim not later than 1:00 p.m. (Atlanta, Georgia time)
on the date when due and in immediately available funds at the Payment Office of
the Administrative Agent and in Dollars or Sterling, as applicable.

                                      -48-
<PAGE>

                  (b)      (i) Any and all payments by any Borrower hereunder or
under the Notes shall be made free and clear of and without deduction for any
and all present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding, in the case
of each Lender, taxes imposed on or measured by its net income and franchise
taxes (all such excluded net income taxes and franchise taxes, collectively
referred to as the "Excluded Taxes"; all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being collectively
referred to in this Section 5.09(b) as "Taxes"). If any Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder or under any Note to any Lender, (x) the sum so payable shall be
increased by such amount (the "Gross-up Amount") as may be necessary so that
after making all required deductions (including deductions with respect to Taxes
and Excluded Taxes owed by such Lender on the Gross-up Amount payable under this
Section 5.09(b)(i)) such Lender receives an amount equal to the sum it would
have received had no such deductions been made, (y) such Borrower shall make
such deductions, and (z) such Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable law
subject to section 5.09 (b)(iii) and (iv).

                           (ii) The Borrowers will indemnify each Lender for the
         full amount of Taxes (together with any Taxes or Excluded Taxes owed by
         such Lender applicable to the Gross-up Amount payable under clause (x)
         of Section 5.09(b)(i) or on the indemnification payments made by such
         Borrower under this Section 5.09(b)(ii), but without duplication
         thereof), and any liability (including penalties, interest and
         expenses) arising therefrom or with respect thereto, whether or not
         such Taxes or such Excluded Taxes were correctly or legally asserted,
         so as to compensate such Lender for any loss, cost, expense or
         liability incurred as a consequence of any such Taxes. Payment pursuant
         to such indemnification shall be made within ten (10) days from the
         date such Lender makes written demand therefor. Within thirty (30) days
         after the date of any Borrower's payment of Taxes, such Borrower will
         furnish to the relevant Lender, at its appropriate Lending Office, the
         original or a certified copy of a receipt evidencing payment thereof.

                           (iii) Each Lender that is not a "United States
         Person" as defined in the Internal Revenue Code of 1986, as amended)
         hereby agrees that:

                                    (A) it shall, prior to the time it becomes a
                  Lender hereunder, deliver to the Borrower Representative and
                  the Administrative Agent:

                                            (1) for each Lending Office located
                           in the United States, three (3) accurate and complete
                           signed originals of Internal Revenue Service Form
                           W-8ECI or any successor thereto ("Form W-8ECI"),
                           and/or

                                            (2) for each Lending Office located
                           outside the United States, three (3) accurate and
                           complete signed originals of Internal Revenue Service
                           Form W-8BEN or any successor thereto ("Form W-8BEN");

                  in each case indicating that such Lender, on the date of
                  delivery thereof, is entitled to receive payments of
                  principal, interest and fees for the account of such Lending
                  Office under this Agreement and the Notes free from
                  withholding of United States Federal income tax; provided,
                  that if the Form W-8ECI or Form W-8BEN, as the case may be,
                  supplied by a Lender fails to establish a complete exemption
                  from United States withholding tax as of the date such Lender
                  becomes a Lender, such Lender shall, within 15 days after a
                  written request from the Borrower Representative or the
                  Administrative Agent, deliver to the Borrower Representative
                  and the Administrative Agent the forms or other documents
                  necessary to establish a complete exemption from United States
                  withholding tax as of such date;

                                    (B) if at any time such Lender changes its
                  Lending Office or selects an additional Lending Office, it
                  shall, at the same time or reasonably promptly thereafter (but
                  only to the extent the forms previously delivered by it
                  hereunder are no longer effective) deliver to the

                                      -49-
<PAGE>

                  Borrower Representative and the Administrative Agent in
                  replacement for the forms previously delivered by it
                  hereunder:

                                            (1) for such changed or additional
                           applicable Lending Office located in the United
                           States, three (3) accurate and complete signed
                           originals of Form W-8ECI; or

                                             (2) otherwise, three (3) accurate
                           and complete signed originals of Form W-8BEN;

                  in each case indicating that such Lender is on the date of
                  delivery thereof entitled to receive payments of principal,
                  interest and fees for the account of such changed or
                  additional Lending Office under this Agreement and the Notes,
                  free from withholding of United States Federal income tax.

                           (iv) In addition to the documents to be furnished
         pursuant to Section 5.09(b)(iii), each Lender shall promptly deliver to
         the Borrower Representative and the Administrative Agent such other
         accurate and complete forms or similar documentation as such Lender is
         legally able to provide and as may be required from time to time by any
         applicable law, treaty, rule or regulation of any jurisdiction in order
         to establish such Lender's tax status for withholding purposes or as
         may otherwise be appropriate to eliminate or minimize any Taxes, or
         deduction or withholdings of Taxes from, on payments under this
         Agreement and the Notes, including, without limitation, copies of all
         signed United Kingdom Forms REF FD 13, certified by U.K. Inland Revenue
         and Internal Revenue Service exemption forms.

                           (v) Each Lender shall use reasonable efforts to avoid
         or minimize any amounts which might otherwise be payable by any
         Borrower pursuant to this Section 5.09(b), except to the extent that a
         Lender determines that such efforts would be disadvantageous to such
         Lender, as determined by such Lender and which determination, if made
         in good faith, shall be binding and conclusive on all parties hereto.

                           (vi) Without prejudice to the survival of any other
         agreement of any Borrower hereunder, the agreements and obligations of
         the Borrowers and the Lenders contained in this Section 5.09(b) shall
         survive the termination of this Agreement and the payment in full of
         the principal of, premium, if any, interest, and fees hereunder and
         under the Notes.

                  (c) Subject to Section 5.03(ii), whenever any payment to be
made hereunder or under any Note shall be stated to be due on a day which is not
a Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest thereon shall
be payable at the applicable rate during such extension.

                  (d) All computations of interest accruing at the Base Rate and
LIBOR (if such LIBOR Loans are made in Sterling) shall be made on the basis of a
year of 365 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest is
payable (to the extent computed on the basis of days elapsed), and all
computations of Fees and interest accruing at LIBOR (if such LIBOR Loans are
made in Dollars) shall be made on the basis of a year of 360 days for the actual
number of days (including the first day but excluding the last day) occurring in
the period for which such interest or fees are payable (to the extent computed
on the basis of days elapsed). Interest on the Term Loans shall be calculated
from and including the Original Closing Date but excluding the date of the
repayment of all or any portion thereof. Each determination by the
Administrative Agent of the Base Rate or LIBOR, the interest rates applicable
after an Event of Default or any Fee hereunder shall be made in good faith and,
except for manifest error, shall be final, conclusive and binding for all
purposes.

                  (e) Payment by any Borrower to the Administrative Agent in
accordance with the terms of this Agreement shall, as to such Borrower,
constitute payment to the applicable Lenders under this Agreement.

                                      -50-
<PAGE>

                  (f) Any Lender not organized under the laws of the United
Kingdom must, prior to the time it becomes a Lender, furnish the Company and
Administrative Agent with forms or certificates as may be appropriate to verify
that such Lender has completed the appropriate forms and certificates and
delivered them to the Internal Revenue Service of the United States to be
processed.

         Section 5.10. Apportionment of Payments; Allocation of Proceeds from
Collateral.

                  (a) Aggregate principal and interest payments in respect of
Loans shall be apportioned among all outstanding Loans to which such payments
relate, proportionately to the Lenders' respective Pro Rata Shares of such
outstanding Loans. The Administrative Agent shall promptly distribute to each
Lender at its primary address set forth beside its name on the appropriate
signature page hereof or such other address as any Lender may request, its Pro
Rata Share of all such payments received by the Administrative Agent.

Any payments received by the Administrative Agent as a result of the exercise of
remedies under Collateral Documents shall be applied as follows: first, the
costs and expenses of the Administrative Agent and any Person appointed by the
Administrative Agent or any Credit Party in connection with the exercise of
remedies under the Collateral Documents, second, to the Fees and reimbursable
expenses of the Administrative Agent then due and payable pursuant to any of the
Credit Documents; third, to the reimbursable expenses of the Lenders then due
and payable pursuant to any of the Credit Documents, pro rata to such Lenders
based upon their respective pro rata shares of such expenses; fourth, to the
Fees and interest then due and payable to the Lenders and the Issuing Bank
pursuant to any of the Credit Documents, pro rata to the Lenders and Issuing
Banks based upon their respective pro rata shares of such Fees and interest;
fifth, to the principal balance of the outstanding Swingline Loans, until the
same shall have been paid in full pro rata to the Swingline Lenders; sixth, to
the principal balance of the Revolving Loans and the Term Loans (in inverse
order of maturity), until the same shall have been paid in full, pro rata to the
Revolving Lenders and the Term Lenders based on their respective pro rata shares
of the aggregate Revolving Loans and Term Loans outstanding at the time of
application of proceeds; seventh, to the Cash Collateral Accounts to be held by
the Issuing Banks as cash collateral for the L/C Obligations then outstanding in
an amount equal to the then outstanding L/C Obligations, distributed pro rata to
the Issuing Banks based on their respective outstanding L/C Obligations, and
eighth, to the payment of any amounts then due and payable to any Lender under
any Interest Rate Contracts to which any Credit Party is a party and any Lender
is a counterparty, pro rata to the Lenders based on their respective pro rata
shares of all such obligations owed to the Lenders at such time. In the
application of the foregoing, all payments received by the Administrative Agent
as a result of the exercise of remedies under the Collateral Documents shall be
applied in such a manner that the expenses related to and proceeds of such
realization and the pro rata allocations shall be allocated to the fullest
extent possible to the Obligations specifically secured by the respective
Collateral Documents. For the avoidance of doubt, it is the intention that
expenses, proceeds and pro rata calculations relating to Collateral Documents
securing repayment of Sterling Obligations for the benefit of Sterling Lenders
shall be allocated to the Sterling Obligations. For the avoidance of doubt, it
is the intention that expenses, proceeds and pro rata calculations relating to
Collateral Documents securing repayment of both Domestic and Sterling
Obligations for the benefit of both Sterling Lenders and Domestic Lenders shall
be allocated to the aggregate of such Sterling and Domestic Obligations.

         Section 5.11. Sharing of Payments, Etc. If any Lender shall obtain any
payment or reduction (including, without limitation, any amounts received as
adequate protection of a deposit treated as cash collateral under the Bankruptcy
Code but excluding principal and interest payments in respect of the Loans and
Fees paid under Section 5.05 prior to the exercise of remedies under the
Collateral Documents) of any Obligation of any Borrower hereunder (whether
voluntary, involuntary, through the exercise of any right of set-off, or
otherwise) in excess of its Pro Rata Share of payments or reductions on account
of such obligations obtained by all Lenders, such Lender shall forthwith (i)
notify the Administrative Agent of such receipt, and (ii) purchase from the
other Lenders such participations in the affected Obligations as shall be
necessary to cause such purchasing Lender to share the excess payment or
reduction, net of costs incurred in connection therewith, ratably with each of
them, provided that if all or any portion of such excess payment or reduction is
thereafter recovered from such purchasing Lender or additional costs are
incurred, the purchase shall be rescinded and the purchase price restored to the
extent of such recovery or such additional costs, but without interest unless
such Lender obligated to return such funds is required to pay interest on such
funds at the Federal Funds Rate. The Borrowers agree that any Lender so
purchasing a

                                      -51-
<PAGE>

participation from another Lender pursuant to this Section 5.11 may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such participation as fully as if such
Lender were the direct creditor of any Borrower in the amount of such
participation.

         Section 5.12. Interest Rate Not Ascertainable; etc. In the event that
the Administrative Agent shall have determined (which determination shall be
made in good faith and, absent manifest error, shall be final, conclusive and
binding upon all parties) that on any date for determining LIBOR for any
Interest Period, by reason of (a) (i) any changes arising after the date of this
Agreement affecting the London interbank market or (ii) the Administrative
Agent's position in such markets, adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis provided for in the
definition of LIBOR or (b) the interest rate for LIBOR Loans pursuant to the
basis provided for in the definition of LIBOR does not adequately reflect the
cost to the Lenders of making, funding or maintaining their LIBOR Loan for such
Interest Period then and in any such event, the Administrative Agent shall
forthwith give notice (by telephone confirmed in writing) to the Borrower
Representative and to the Lenders of such determination and a summary of the
basis for such determination. Until the Administrative Agent notifies the
Borrower Representative that the circumstances giving rise to the suspension
described herein no longer exist, (i) the obligations of the Lenders to permit
portions of the Loans to remain outstanding as LIBOR Loans shall be suspended
and (ii) (x) all such affected LIBOR Loans (other than Sterling Loans) shall
bear the same interest as Base Rate Loans, and (y) all such affected Sterling
Loans consisting of LIBOR Loans shall bear the same interest as Fourteen Day
LIBOR Loans (or if the Fourteen Day LIBOR rate is not reflective of the cost to
the Lenders of funding or maintaining any Loan from any reasonable source they
may select, interest at the rate that reflects such cost, calculated by the
Administrative Agent).

         Section 5.13.     Illegality.

                  (a) In the event that any Lender shall have determined (which
determination shall be made in good faith and, absent manifest error, shall be
final, conclusive and binding upon all parties) at any time that the making or
continuance of any LIBOR Loan has become unlawful by compliance by such Lender
in good faith with any applicable law, governmental rule, regulation, guideline
or order (whether or not having the force of law and whether or not failure to
comply therewith would be unlawful), then, in any such event, such Lender shall
give prompt notice (by telephone confirmed in writing) to the Borrower
Representative and to the Administrative Agent of such determination and a
summary of the basis for such determination (which notice the Administrative
Agent shall promptly transmit to the other Lenders).

                  (b) Upon the giving of the notice to the Borrower
Representative referred to in subsection (a) above, each Borrower's right to
request and such Lender's obligation to fund its portion of LIBOR Loans shall be
immediately suspended, whereupon any request for a LIBOR Loan shall, as to such
Lender only, (A) if such Loan is not a Sterling Loan, be deemed to have been a
request for a Base Rate Loan and (B) if such Loan is a Sterling Loan, shall be
deemed to have been a request for a Loan in Sterling at such rate of interest as
is available to such Lender, and if match-funding for such Sterling Loan is
still unavailable, such request be deemed to have been a request for a Loan in
Dollars, unless and until such Lender shall advise the Administrative Agent that
the circumstances giving rise to such suspension no longer exist. In addition,
such Lender may require that all outstanding LIBOR Loans made by it (A) if such
Loans are not Sterling Loans, be converted to Base Rate Loans, and (B) if such
Loans are Sterling Loans be converted to Sterling Loans at another available
interest rate, and if such rate is unavailable, to Dollar Loans; provided that
if more than one Lender is affected at any time, then all affected Lenders must
be treated the same pursuant to this Section 5.13(b).

                  (c) For purposes of this Section 5.13, a notice to the
Borrower Representative by any Lender shall be effective as to each such Loan,
if lawful, on the last day of the Interest Period currently applicable thereto
and in all other cases, such notice shall be effective on the date of receipt by
the Borrower Representative.

         Section 5.14.     Increased Costs.

                  (a) If, by reason of (x) after the date hereof, the
introduction of or any change (including, without limitation, any change by way
of imposition or increase of reserve requirements) in or in the interpretation

                                      -52-
<PAGE>

of any law or regulation, or (y) the compliance with any guideline or request
from any central bank or other Governmental Authority or quasi-governmental
authority exercising control over banks or financial institutions generally
(whether or not having the force of law):

                           (i) any Lender (or its applicable Lending Office)
         shall be subject to any tax, duty or other charge with respect to its
         portion of a Borrowing consisting of LIBOR Loans or its obligation to
         fund a portion of a Borrowing consisting of LIBOR Loans or the basis of
         taxation of payments to any Lender of the principal of or interest on
         its portion of a Borrowing consisting of LIBOR Loans), or its
         obligation to fund a portion of a Borrowing consisting of LIBOR Loans
         shall have changed (except for changes in the tax on the overall net
         income of such Lender or its applicable Lending Office imposed by the
         jurisdiction in which such Lender's principal executive office or
         applicable Lending Office is located); or

                           (ii) any reserve (including, without limitation, any
         imposed by the Board of Governors of the Federal Reserve System),
         special deposit or similar requirement against assets of, deposits with
         or for the account of, or credit extended by, any Lender's applicable
         Lending Office shall be imposed or deemed applicable or any other
         condition affecting its portion of a Borrowing consisting of LIBOR
         Loans or its obligation to fund a portion of a Borrowing consisting of
         LIBOR Loans shall be imposed on any Lender or its applicable Lending
         Office or the London interbank market;

and as a result thereof there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining a portion of a Borrowing
consisting of LIBOR Loans (except to the extent already included in the
determination of the applicable interest rate in effect for such portion of a
Borrowing consisting of LIBOR Loans), or there shall be a reduction in the
amount received or receivable by such Lender or its applicable Lending Office,
then the Borrowers shall from time to time (subject, in the case of certain
Taxes, to the applicable provisions of Section 5.09(b)), upon written notice
from and demand by such Lender on the Borrower Representative (with a copy of
such notice and demand to the Administrative Agent), pay to the Administrative
Agent for the account of such Lender, within five (5) Business Days after the
date of such notice and demand, additional amounts sufficient to indemnify such
Lender against such increased cost. A certificate as to the amount of such
increased cost, submitted to the Borrower Representative and the Administrative
Agent by such Lender in good faith and accompanied by a statement prepared by
such Lender describing in reasonable detail the basis for and calculation of
such increased cost, shall, except for manifest error, be final, conclusive and
binding for all purposes.

                  (b) If any Lender shall advise the Administrative Agent that
at any time, because of the circumstances described in clauses (x) or (y) in
Section 5.14(a) or any other circumstances beyond such Lender's reasonable
control arising after the date of this Agreement affecting such Lender or the
London interbank market or such Lender's position in such market, that LIBOR, as
determined by the Administrative Agent, will not adequately and fairly reflect
the cost to such Lender of funding its portion of a Borrowing consisting of
LIBOR Loans, then, and in any such event:

                           (i) the Administrative Agent shall forthwith give
         notice (by telephone confirmed in writing) to the Borrower
         Representative and to the other Lenders of such advice;

                           (ii) each Borrower's right to request and such
         Lender's obligation to make or permit portions of the Borrowings to
         remain outstanding as a LIBOR Loan shall be immediately suspended until
         such Lender advises the Administrative Agent that the reasons for such
         suspension no longer exist; and

                           (iii) such Lender shall make a Loan (which, in the
         case of a Sterling Borrowing, shall be made in Dollars at the Dollar
         Equivalent thereof) as part of the requested Borrowing consisting of
         LIBOR Loans as a Base Rate Loan, which Base Rate Loan shall, for all
         other purposes, be considered part of such Borrowing.

                                      -53-
<PAGE>

         Section 5.15.     Lending Offices.

                  (a) Each Lender agrees that, if requested by the Borrower
Representative, it will use reasonable efforts (subject to overall policy
considerations of such Lender) to designate an alternate Lending Office with
respect to any of its portions of LIBOR Loans affected by the matters or
circumstances described in Sections 5.12, 5.13, 5.14 and 12.20, to reduce the
liability of the Borrowers or avoid the results provided thereunder, so long as
such designation is not disadvantageous to such Lender as determined by such
Lender, which determination if made in good faith, shall be conclusive and
binding on all parties hereto. Nothing in this Section 5.15 shall affect or
postpone any of the obligations of such Borrower or any right of any Revolving
Lender provided hereunder.

                  (b) If any Lender that is organized under the laws of any
jurisdiction other than the United States issues a public announcement with
respect to the closing of its lending offices in the United States such that any
withholdings or deductions and additional payments with respect to Taxes may be
required to be made by the Borrowers thereafter pursuant to Section 5.09(b),
such Lender shall use reasonable efforts to furnish the Borrower Representative
notice thereof as soon as practicable thereafter; provided, however, that no
delay or failure to furnish such notice shall in any event release or discharge
the Borrowers from their obligations to such Lender pursuant to Section 5.09(b)
or otherwise result in any liability of such Lender.

         Section 5.16. Funding Losses. Each Borrower agrees to compensate each
Lender, upon such Lender's written request to the Borrower Representative (which
request shall set forth the basis for requesting such amounts in reasonable
detail and which request shall be made in good faith and, absent manifest error,
shall be final, conclusive and binding upon all of the parties hereto), for all
losses, expenses and liabilities (including, without limitation, any interest
paid by such Lender to lenders of funds borrowed by it to make or carry its
portions of LIBOR Loans and any amounts required to be paid by any Lender as a
result of currency fluctuation of Sterling borrowed by the Sterling Borrower or
the Holdings Borrower, in either case to the extent not recovered by such Lender
in connection with the re-employment of such funds and including loss of
anticipated profits), which such Lender may sustain: (i) if for any reason
(other than a default by such Lender) a borrowing of, or conversion to or
continuation of, LIBOR Loans to such Borrower does not occur on the date
specified therefor in a notice given by the Borrower Representative to the
Administrative Agent as provided herein (whether or not withdrawn), (ii) if any
repayment (including mandatory prepayments and any conversions pursuant to
Section 5.13(b) or Section 5.14) of any LIBOR Loans to such Borrower occurs on a
date which is not the last day of an Interest Period applicable thereto, or
(iii), if, for any reason, such Borrower defaults in its obligation to repay its
LIBOR Loans when required by the terms of this Agreement.

         Section 5.17. Assumptions Concerning Funding of LIBOR Loans.
Calculation of all amounts payable to a Lender under this Agreement shall be
made as though that Lender had actually funded its portions of relevant LIBOR
Loans through the purchase of deposits in the relevant market bearing interest
at the rate applicable to such LIBOR Loans in an amount equal to the amount of
its portions of the LIBOR Loans and having a maturity comparable to the relevant
Interest Period and, in the case of LIBOR Loans, through the transfer of such
LIBOR Loans from an offshore office of that Lender to a U. S. office of that
Lender in the United States; provided, however, that each Lender may fund its
portions of each of the LIBOR Loans in any manner it sees fit and the foregoing
assumption shall be used only for calculation of amounts payable under Sections
5.13 through 5.16.

         Section 5.18. Capital Adequacy. Without limiting any other provision of
this Agreement, in the event that any Lender shall have determined that any law,
treaty, governmental (or quasi-governmental) rule, regulation, guideline or
order regarding capital adequacy not currently in effect or fully applicable as
of the Closing Date, or any change therein or in the interpretation or
application thereof, or compliance by such Lender with any request or directive
regarding capital adequacy not currently in effect or fully applicable as of the
Closing Date (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) from a central bank or Governmental
Authority or body having jurisdiction, does or shall have the effect of reducing
the rate of return on the capital of such Lender or any corporation owning or
controlling such Lender as a consequence of its obligations hereunder to a level
below that which such Lender could have achieved but for such law, treaty, rule,
regulation, guideline or order, or such change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy) by an
amount deemed by such Lender to be material, then within ten (10) days after
written notice and demand by such Lender to the Borrower Representative (with
copies thereof to the Administrative Agent), each Borrower agrees to pay such
Lender additional amounts sufficient to compensate such Lender for such
reduction.

                                      -54-
<PAGE>

Each certificate as to the amount payable under this Section 5.18 (which
certificate shall set forth the basis for requesting such amounts in reasonable
detail), submitted to the Borrower Representative by any Lender in good faith,
shall, absent manifest error, be final, conclusive and binding for all purposes.

         Section 5.19. Right to Replace Lenders. If (i) any Taxes referred to in
Section 5.09(b) have been levied or imposed so as to require withholdings or
deductions by any Borrower and payment by any Borrower of additional amounts to
any Lender as a result thereof, (ii) any Lender determines that LIBOR is illegal
pursuant to Section 5.13, or (iii) any Lender shall make demand for payment of
increased costs or reduced rate of return pursuant to Section 5.14 or Section
5.18, then and in such event, upon request from the Borrower Representative
delivered to such Lender and the Administrative Agent, such Lender shall assign,
in accordance with the provisions of Section 12.06(c), all of its rights and
obligations under this Agreement and the other Credit Documents to another
Lender or another financial institution selected by Borrower Representative and
acceptable to the Administrative Agent, in consideration for (x) the payment by
such assignee to the Lender of the principal of, and interest on, the
outstanding Loans accrued to the date of such assignment, and the assumption of
such Lender's Commitments hereunder, together with any and all other amounts
owing to such Lender under any provisions of this Agreement or the other Credit
Documents accrued to the date of such assignment and (y) the payment by the
Borrowers of all compensation payments required pursuant to Section 5.16;
provided, however, Lenders subject to this Section 5.19 shall be treated in a
substantially identical manner.

         Section 5.20. Failure to Pay in Appropriate Currency. If the Sterling
Borrower or the Holdings Borrower is unable for any reason to effect payment of
a Sterling Loan in Sterling as required hereunder or if the Sterling Borrower or
the Holdings Borrower shall default in the payment when due of any payment in
Sterling, the Lenders may, at their option, require such payment to be made to
the Administrative Agent in the Dollar Equivalent of such Sterling payment at
the Administrative Agent's Payment Office specified for payments of Loans in US
Dollars. In any such case, each of the Sterling Borrower and the Holdings
Borrower agrees to hold Lenders harmless from any loss incurred by such Lender
arising from any change in the value of US Dollars in relation to Sterling
between the date such payment became due and the date of payment thereof.

         Section 5.21. Effect of Monetary Union. If the country of any national
currency in which any amount is expressed to be payable under this Agreement
participates in the Economic and Monetary Union in accordance with article 109J
of the treaty on the European Union, then:

                  (a)      any amount expressed to be payable under this
                           Agreement in that national currency shall be made in
                           that national currency or in Euro as the
                           Administrative Agent may, by not less than three
                           Business Days' notice to the relevant Borrower to
                           that effect, require;

                  (b)      any amount so required to be paid in Euros shall be
                           converted from that national currency at the rate
                           stipulated pursuant to Article 109L(4) of the Treaty
                           on European Union and payment of the amount in Euros
                           derived from such conversion shall discharge the
                           obligation of the relevant party to pay such national
                           currency amount in accordance with, and subject to,
                           the Regulation(s) made pursuant to Article 109L(4);
                           and

                  (c)      after consultation with the relevant Borrower, the
                           Administrative Agent shall be entitled to make such
                           amendments to this Agreement as it may reasonably
                           determine to be necessary to take account of monetary
                           union and any consequent changes in market practices
                           (whether as to the settlement or rounding of
                           obligations, the calculation of interest or otherwise
                           howsoever).

                                      -55-
<PAGE>

                                   ARTICLE VI.

                               CONDITIONS TO LOANS

                  The obligation of each Lender to make the Loans to the
Borrowers, and the obligation of each Issuing Bank to issue any L/C on behalf of
the Domestic Borrower or the Sterling Borrower, hereunder is subject to the
satisfaction of the following conditions:

         Section 6.01. Conditions Precedent to the Effectiveness of this
Agreement. On the Closing Date, at the time of the making of the Term Loans, the
initial Revolving Loans, the initial Swingline Loans and the issuance of the
initial Letters of Credit hereunder:

                  (a) all Obligations of all Borrowers incurred at or prior to
such date (including, without limitation, the obligation of the Borrowers to pay
the Fees due on the Closing Date and to reimburse the reasonable fees and
expenses of King & Spalding and Theodore Goddard, special counsel to the
Administrative Agent, and any expenses payable to the Arranger, the
Administrative Agent and the Lenders as previously agreed with any Borrower),
shall have been paid in full,

                  (b) no action, proceeding, investigation, regulation or
legislation shall have been instituted, or to the knowledge of any Borrowers,
threatened or proposed before any court, governmental agency or legislative body
to enjoin, restrain, or prohibit, or to obtain substantial damages in respect
of, or which is related to or arises out of, this Agreement, the Offer Documents
or the consummation of the transactions contemplated hereby or thereby, or
which, in Administrative Agent's and the Required Lenders' reasonable
discretion, would make it inadvisable to consummate the transactions
contemplated by this Agreement and the Offer Documents;

                  (c) the Recommended Cash Offers shall have been unconditional
in all respects and the Acquisition shall have been consummated in accordance
with the terms of the Recommended Cash Offers and the related Acquistion
Documents;

                  (d) the Administrative Agent shall have received the
following, in form and substance satisfactory in all respects to the
Administrative Agent;

                           (i)    duly executed counterparts of this
         Agreement;

                           (ii)   the duly completed and executed Notes,

                           (iii)  the duly executed counterparts of the Fee
         Letter;

                           (iv)   the duly executed counterparts of the Security
         Agreements, together with (A) UCC-1 financing statements and other
         applicable documents under the laws of the jurisdictions of each Credit
         Party with respect to the perfection of the Liens granted under the
         Security Agreements, as requested by the Administrative Agent in order
         to perfect such Liens, duly executed by the Credit Parties, (B) copies
         of favorable UCC, tax, judgment and fixture lien search reports in all
         necessary or appropriate jurisdictions and under all legal and trade
         names of the Credit Parties requested by the Administrative Agent,
         indicating that there are no prior Liens on any of the Collateral other
         than Permitted Liens, (C) a Perfection Certificate duly completed and
         executed by each Credit Party, (D) duly executed landlord waivers
         and/or warehouseman agreements with respect to all Inventory of the
         Domestic Borrower and its Domestic Subsidiaries to be included in the
         Borrowing Base and located at leased locations or in a warehouse, with
         the exception of the Beltline Site, unless Inventory is subsequently
         stored at the Beltline Site, and all availiable and executed landlord
         waivers and/or warehouseman agreements with respect to the Inventory of
         the Holdings Borrower, the Sterling Borrower and its UK Subsidiaries to
         be included in the Borrowing Base and located at leased locations or in
         a warehouse after using best efforts to obtain such landlord waivers
         and/or warehouseman agreements, and (E) in relation to the UK Security
         Agreement,

                                      -56-
<PAGE>

         original stock and share certificates evidencing the issued and
         outstanding share capital charged to the Administrative Agent pursuant
         to the UK Security Agreement and appropriate stock transfer forms
         executed in blank;

                           (v) the duly executed counterparts of the Pledge
         Agreements, together with (A) original stock certificates evidencing
         the issued and outstanding shares of capital stock pledged to the
         Administrative Agent pursuant to the Pledge Agreements, (B) stock
         powers executed in blank, and (C) the original Intercompany Notes;

                           (vi) the duly executed counterparts of the Guaranty
         Agreements other than the Sterling Borrower Guaranty;

                           (vii) a certificate of the Borrowers in substantially
         the form of Exhibit F attached hereto and appropriately completed;

                           (viii) certificates of the Secretary or Assistant
         Secretary (or comparable officer) of each Credit Party, attaching and
         certifying copies of its bylaws or other organizational documents and
         of the resolutions of its boards of directors, or the equivalent,
         authorizing the execution, delivery and performance of the Transaction
         Documents to which such Credit Party is a party and certifying the
         name, title and true signature of each officer of such Credit Party
         executing the Transaction Documents on such Credit Party's behalf;

                           (ix) certified copies of the certified articles of
         incorporation or the equivalent, as the case may be, of each Credit
         Party, together with certificates of good standing or existence (or in
         the case of each member of the Sterling Borrower Group and the Holdings
         Borrower certified copies of its memorandum and articles, board
         resolutions and certificates of incorporation), as may be available
         from the jurisdiction of organization of such Credit Party and each
         other jurisdiction where such Credit Party is required to be qualified
         to do business as a foreign corporation;

                           (x)  a duly executed Borrowing Base Certificate dated
         as of the Closing Date;

                           (xi) a duly executed Domestic Revolving Notice of
         Borrowing and Sterling Revolving Notice of Borrowing, if necessary, and
         appropriate Sterling Revolving Notices of Continuation and Domestic
         Revolving Notices of Conversion/Continuation;

                           (xii) a disbursement letter executed by the Borrowers
         authorizing the disbursement of the Loans, if made;

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

                           (xiv) certificates of insurance, in form and detail
         acceptable to the Administrative Agent, describing the types and
         amounts of insurance (property and liability) covering any of the
         tangible insurable Collateral maintained by the Consolidated Companies,
         in each case naming the Administrative Agent as loss payee or
         additional insured, as the case may be, together with a lender's loss
         payable endorsement in form and substance satisfactory to the
         Administrative Agent;

                           (xv) the favorable legal opinion of (i) Janet P.
         Ailstock, Esq., counsel to the Domestic Borrower; (ii) Addleshaw Booth
         & Co., counsel to the Sterling Borrower, the Holdings Borrower and each
         other Foreign Subsidiary organized in the UK; and (iii) Johnson Stokes
         & Masters,

                                      -57-
<PAGE>

         special Hong Kong counsel to the Administrative Agent, each in form and
         substance satisfactory to the Lenders, addressed to the Administrative
         Agent and each of the Lenders, and covering matters as the Lenders and
         Administrative Agent may request;

                           (xvi) if requested by at least 51% of the Lenders,
         receipt of satisfactory appraisals of all Accounts and Inventory of the
         Credit Parties to be pledged on the Closing Date, and upon additional
         request of at least 51% of the Lenders, together with satisfactory
         collateral audits of all Accounts, Inventory and other personal
         property of the Credit Parties requested by the Lenders (including
         field audit and survey conducted by the Administrative Agent or its
         designee);

                           (xvii) certificates, reports and other information as
         the Administrative Agent may request from any Consolidated Company in
         order to satisfy itself as to the absence of any material liabilities
         or obligations arising from matters relating to employees of the
         Consolidated Companies, including employee relations, collective
         bargaining agreements, Plans, and other compensation and employee
         benefit plans;

                           (xviii) certificates, reports, environmental audits
         and investigations, and other information as the Administrative Agent
         may request from any Consolidated Company in order to satisfy itself as
         to the absence of any material liabilities or obligations arising from
         environmental and employee health and safety exposures to which the
         Consolidated Companies may be subject, and the plans of the
         Consolidated Companies with respect thereto;

                           (xix) certificates, reports and other information as
         the Administrative Agent may request from any Consolidated Company in
         order to satisfy the Administrative Agent as to the absence of any
         material liabilities or obligations arising from litigation (including
         without limitation, products liability and patent infringement claims)
         pending or threatened against the Consolidated Companies;

                           (xx) (A) receipt and satisfactory review by the
         Administrative Agent of the consolidated financial statements of the
         Domestic Borrower and its Subsidiaries and the Sterling Borrower and
         its Subsidiaries for the fiscal years ended 1997, 1998 and 1999,
         including balance sheets, income and cash flow statements audited by
         independent public accountants of recognized national standing and
         prepared in conformity with GAAP, or in the case of the financial
         statements of the Sterling Borrower and its Subsidiaries generally
         accepted accounting principles in the United Kingdom, (B) receipt and
         satisfactory review by the Administrative Agent of the financial
         statements required to be delivered pursuant to Section 7.14, and (C)
         such other financial information as the Administrative Agent may
         request;

                           (xxi) Domestic Borrower's Pro Forma Balance Sheet and
         Projections in each case in form and substance satisfactory to the
         Administrative Agent;

                           (xxii) a solvency certificate executed by the chief
         financinal officer, treasurer or executive vice president of each
         Credit Party;

                           (xxiii) except as otherwise disclosed in public
         filings made with the Securities and Exchange Commission, there shall
         not have occurred a material adverse change since March 31, 2000, in
         the business, assets, liabilities (actual or contingent), operations,
         conditions (financial or otherwise) or prospects of the Consolidated
         Companies taken as a whole or in the facts and information regarding
         such entities as represented to date;

                           (xxiv) the Administrative Agent's and Lenders'
         satisfaction with (a) the form and content of all agreements relating
         to other indebtedness of the Consolidated Companies, including waivers
         or similar forbearance agreements (in each case expiring no earlier
         than August 18, 2000) from creditors relating to all existing defaults,
         intercreditor agreements among the Administrative Agent, the Lenders
         and the other creditors of the Consolidated Companies and all
         collateral agency agreements, (b) the corporate

                                      -58-
<PAGE>

         capital and ownership structure of the Consolidated Companies
         (including articles of incorporation, bylaws and management of the
         Consolidated Companies) and (c) the status of all material litigation;

                           (xxv) evidence of payment in full of certain existing
         credit facilities of the Consolidated Companies satisfactory to the
         Administrative Agent together with all releases, terminations and other
         documentation reasonably required by the Administrative Agent to
         reflect the termination of such facility and all liens and interests
         related thereto;

                           (xxvi) certified copies of all Offer Documents and
         all documents required to be delivered pursuant thereto (including
         without limitation, (A) resolutions of the boards of directors of the
         Holdings Borrower approving the Acquisition, (B) copies of all
         consents, Governmental Approvals, and permits necessary or advisable to
         be obtained in connection therewith), and (C) resolutions of Domestic
         Borrower approving the Acquisition;

                           (xxvii) the duly executed counterparts of the
         Trademark Security Agreements and the Patent Security Agreement
         together with copies of lien search reports from the U.S. Patent and
         Trademark Office and the U.S. Copyright Office listing all Liens filed
         with respect to trademarks, patents, copyrights and licenses of the
         Credit Parties in the appropriate federal offices, none of which shall
         cover any of the collateral to be pledged to the Administrative Agent;

                           (xxviii) a duly executed copy of the Syndication
         Agreement;

                           (xxix) receipt of all other documents and information
         as Administrative Agent reasonably requests;

                           (xxx) evidence that all existing facilities of the
         Borrowers have been or will, simultaneously with the drawing under the
         Term A Loan be, prepaid or repaid and cancelled, provided the existing
         facilities in favor of the Sterling Borrower and its subsidiaries may
         remain outstanding under conditions acceptable to the Administrative
         Agent and the Lenders;

                           (xxxi) the duly executed counterparts of the Hong
         Kong Share Pledge and other documentation reasonably required by the
         Administrative Agent to effecutate the Hong Kong Share Pledge;

                           (xxxii) copies of the NatWest L/C's;

                           (xxxiii) the duly executed acknowledgement and
         consent of each Guarantor attached hereto.

         Section 6.02. Conditions Precedent to Each Loan and Each L/C. Subject
to the Term A Loan, which the Lenders may, in their absolute discretion, agree
to make notwithstanding non-satisfaction of the following conditions if they are
obligated to do so under the terms of the Commitment Letter. It shall be a
further condition precedent that at the time of the making of each Loan and the
issuance of each L/C (before as well as after giving effect to such Loans and
Letters of Credit and the proposed use of the proceeds thereof) the following
statements must be true:

                  (a) with respect to each Loan and each L/C, the most recent
Borrowing Base Certificate delivered to the Administrative Agent pursuant to
Section 8.07(e) shall demonstrate that, after giving effect to the making of
such Loan or the issuance of such L/C, as the case may be, the Borrowing
Availability will not be less than zero; and

                  (b) the use of proceeds from such Loan will not contravene,
violate or conflict with, or involve the Administrative Agent or any Lender in a
violation of, any law, rule, injunction or regulation, or determination of any
court of law or other Governmental Authority;

                                      -59-
<PAGE>

                  (c) all legal proceedings and all other legal matters in
connection with the authorization, legality, validity and enforceability of the
Credit Documents shall have been reasonably satisfactory in form and substance
to the Lenders;

                  (d) no Default or Event of Default shall exist at such time or
arise from the making of such Loan or the issuing of such L/C;

                  (e) all representations and warranties contained in the Credit
Documents shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made on and as of
the date that such Loan is made or such L/C is issued;

                  (f) since the date of the most recent financial statements of
the Domestic Borrower and its Subsidiaries described in Section 7.14 or, if
later, delivered to the Lenders pursuant to Section 8.07(a) or (b), there shall
have been no event or change which has had or could reasonably be expected to
have a Materially Adverse Effect; and

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

Each Notice of Borrowing given by the Borrower Representative or any Borrower in
accordance with the terms hereof and the acceptance by the Borrower
Representative or any Borrower of the proceeds of any Loan, and each request for
an L/C given by the Borrower Representative or any Borrower in accordance with
the terms hereof, shall constitute a representation and warranty by all
Borrowers, made as of the time of the making of such Loan or the issuance of
such L/C that the conditions specified in this Section 6.02 have been fulfilled
as of such time. In the event that, in connection with the delivery of any such
Notice of Borrowing, any Borrower is required to amend any item of any Schedule
of this Agreement in order that the statement set forth in Section 6.02(e) shall
be true and correct, the Borrower's Representative shall deliver to the
Administrative Agent at least five (5) Business Days prior to the date of
Borrowing or L/C issuance requested or to be requested, a request that such item
of such Schedule be amended, and the Administrative Agent shall promptly forward
such request to the Lenders. To the extent that the Required Lenders in their
sole and absolute discretion agree to such requested amendment or otherwise
agree, in their sole and absolute discretion, to make any Loans or issue any
L/C's after receipt of such request, the representations and warranties proposed
to be amended by such requested amendment to such Schedule will be deemed
amended for purposes of this Agreement.

         Section 6.03. Effect of Amendment and Restatement. Upon the
effectiveness of this Agreement pursuant to Section 6.01, from and after the
Closing Date: (a) the terms and conditions of the Original Credit Agreement, as
amended by the August 18, 2000 Amendment and Restatement, shall be amended as
set forth herein and, as so amended, shall be restated in their entirety, but
only with respect to the rights, duties and obligations among Borrowers, the
Lenders and the Administrative Agent accruing from and after the Closing Date;
(b) this Agreement shall not in any way release or impair the rights, duties,
Obligations or Liens created pursuant to the Original Credit Agreement, as
amended by the August 18, 2000 Amendment and Restatement, or any other Credit
Document (as defined therein) or affect the relative priorities thereof, in each
case to the extent in force and effect thereunder as of the Closing Date and
except as modified hereby or by documents, instruments and agreements executed
and delivered in connection herewith, and all of such rights, duties,
Obligations and Liens are assumed, ratified and affirmed by Borrowers; (c) all
indemnification obligations of Borrowers under the Original Credit Agreement, as
amended by the August 18, 2000 Amendment and Restatement, and any other Credit
Documents (as defined therein) shall survive the execution and delivery of this
Agreement and shall continue in full force and effect for the benefit of the
Lenders, the Administrative Agent, and any other Person indemnified under the
Original Credit Agreement, as amended by the August 18, 2000 Amendment and
Restatement, or any other Loan Document (as defined therein) at any time prior
to the Closing Date, (d) the Obligations incurred under the Original Credit
Agreement, as amended by the August 18, 2000 Amendment and Restatement, shall,
to the extent outstanding on the Closing Date, continue outstanding under this
Agreement and shall not be deemed to be paid, released, discharged or otherwise
satisfied by the execution of this Agreement, and this Agreement shall not
constitute a

                                      -60-
<PAGE>

refinancing, substitution or novation of such Obligations or any of the other
rights, duties and obligations of the parties hereunder; (e) the execution,
delivery and effectiveness of this Agreement shall not operate as a waiver of
any right, power or remedy of the Lenders or the Administrative Agent under the
Original Credit Agreement, as amended by the August 18, 2000 Amendment and
Restatement, nor constitute a waiver of any covenant, agreement or obligation
under the Original Credit Agreement, as amended by the August 18, 2000 Amendment
and Restatement, except to the extent that any such covenant, agreement or
obligation is no longer set forth herein or is modified hereby; (f) any and all
references to the Original Credit Agreement in each and every Collateral
Document and all other Credit Documents shall, without further action of the
parties, be deemed a reference to the Original Credit Agreement, as amended by
the August 18, 2000 Amendment and Restatement, as amended and restated by this
Agreement, and as this Agreement shall be further amended, restated,
supplemented or otherwise modified from time to time.

                                  ARTICLE VII.

                         REPRESENTATIONS AND WARRANTIES

         Each Borrower (as to itself and all other Consolidated Companies)
represents and warrants that the following statements are, and after giving
effect to the Acquisition will be, true and correct:

         Section 7.01. Organizational Existence; Compliance with Law. Each of
the Consolidated Companies (i) is duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its organization, (ii) has the
corporate or other organizational power and authority and the legal right to own
and operate its property and to conduct its business, (iii) is duly qualified as
a foreign corporation or other organization and in good standing under the laws
of each jurisdiction where its ownership of property or the conduct of its
business requires such qualification, except where a failure to be so qualified
could not reasonably be expected to have a Materially Adverse Effect, and (iv)
is in compliance with all Requirements of Law except where the failure to be in
compliance could not reasonably be expected to have a Materially Adverse Effect
and has not received any notice of any violation of any Requirement of Laws that
could reasonably be expected to have a Materially Adverse Effect.

         Section 7.02. Organizational Power; Authorization. Each Credit Party
has the corporate or other organizational power and authority to make, deliver
and perform the Transaction Documents to which it is a party and has taken all
necessary corporate or other organizational action to authorize the execution,
delivery and performance of the Transaction Documents to which it is a party. No
consent, Governmental Approval, authorization of, or registration or filing
with, any Person under any material Contractual Obligation, with any Person
under the articles of incorporation or bylaws of any Credit Party, or with any
Governmental Authority is required in connection with the execution, delivery or
performance by any Credit Party, or the validity or enforceability against any
Credit Party of the Transaction Documents to which it is a party or any of the
transactions contemplated thereby, other than such consents, Governmental
Approvals, authorizations, registrations or filings which have been made or
obtained and are in full force and effect.

         Section 7.03. Enforceable Obligations. This Agreement has been duly
executed and delivered, and each other Credit Document will be duly executed and
delivered, by the Credit Parties, and this Agreement constitutes, and each other
Credit Document when executed and delivered will constitute, legal, valid and
binding obligations of the Credit Parties, enforceable against them in
accordance with their respective terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting
the enforcement of creditors' rights generally and by general principles of
equity.

         Section 7.04. No Legal Bar. The execution, delivery and performance by
the Credit Parties of the Transaction Documents to which it is a party will not
violate any Requirement of Law or cause a breach or default under any of their
respective Contractual Obligations, articles of incorporation or bylaws.

                                      -61-
<PAGE>

         Section 7.05. No Material Litigation. No litigation, investigations or
proceedings of or before any Governmental Authority are pending or, to the
knowledge of any Credit Party, threatened by or against any of the Consolidated
Companies, or against any of their respective properties or revenues, existing
or future (a) with respect to any Transaction Document or any of the
transactions contemplated hereby, or (b) which, if adversely determined, could
reasonably be expected to have a Materially Adverse Effect. Section 7.05 lists
litigation which is not material.

         Section 7.06. Investment Company Act, Etc. No Credit Party is an
"investment company" or a company "controlled" by an "investment company" (as
each of the quoted terms is defined or used in the Investment Company Act of
1940, as amended). Other than the provisions of ss.151 of the Companies Act of
1985, no Credit Party is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any foreign, federal or local
statute or regulation limiting its ability to incur indebtedness for money
borrowed, guarantee such indebtedness, or pledge its assets to secure such
indebtedness, as contemplated hereby or by any other Credit Document.

         Section 7.07. Margin Regulations. No part of the proceeds of any of the
Loans will be used for any purpose which violates, or which would be
inconsistent or not in compliance with, the provisions of the applicable Margin
Regulations.

         Section 7.08. Compliance With Environmental Laws. Except as set forth
on Schedule 7.08 or as would not reasonably be expected to result in penalties,
fines, claims or other liabilities (including, without limitation, remediation
costs and expenses) to the Consolidated Companies in amounts in excess of
$25,000 either individually or in the aggregate:

                  (a) The Consolidated Companies have received no notices of
claims or potential liability under, and are in compliance with, all applicable
Environmental Laws.

                  (b) None of the Consolidated Companies has received during the
period from January 1, 1990 through the date of this Agreement, any notice of
violation, or notice of any action, either judicial or administrative, from any
Governmental Authority (whether United States or foreign) relating to the actual
or alleged violation of any Environmental Law, including, without limitation,
any notice of any actual or alleged spill, leak, or other release of any
Hazardous Substance, waste or hazardous waste by any Consolidated Company or its
employees or agents, or as to the existence of any contamination on any
properties owned by any Consolidated Company.

                  (c) The Consolidated Companies have obtained, and are in
compliance with, all necessary governmental permits, licenses and Governmental
Approvals which are material to the operations conducted on their respective
properties, including without limitation, all required permits, licenses and
approvals for (i) the emission of air pollutants or contaminates, (ii) the
treatment or pretreatment and discharge of waste water or storm water, (iii) the
treatment, storage, disposal or generation of hazardous wastes, (iv) the
withdrawal and usage of ground water or surface water, and (v) the disposal of
solid wastes.

         Section 7.09. Insurance. All insurance currently maintained by the
Consolidated Companies is described on Schedule 7.09. The Consolidated Companies
currently maintain insurance with respect to their respective properties and
businesses, with financially sound and reputable insurers, having coverages
against losses or damages of the kinds customarily insured against by reputable
companies in the same or similar businesses, such insurance being in amounts no
less than those amounts which are customary for such companies under similar
circumstances. The Consolidated Companies have paid all of insurance premiums
now due and owing with respect to such insurance policies and coverages, and
such policies and coverages are in full force and effect.

         Section 7.10. No Default. None of the Consolidated Companies is in
default under or with respect to any Contractual Obligation in any respect which
has had or could reasonably be expected to have a Materially Adverse Effect.

                                      -62-
<PAGE>

         Section 7.11. No Burdensome Restrictions. None of the Consolidated
Companies is a party to or bound by any Contractual Obligation or Requirement of
Law which has had or could reasonably be expected to have a Materially Adverse
Effect.

         Section 7.12. Taxes. Each of the Consolidated Companies have filed or
caused to be filed all material declarations, reports and tax returns which are
required to have been filed, and has paid all taxes, custom duties, levies,
charges and similar contributions ("taxes" in this Section 7.12) shown to be due
and payable on said returns or on any assessments made against it or its
properties, and all other taxes, fees or other charges imposed on it or any of
its properties by any Governmental Authority (other than those (i) the amount or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided in its books and (ii) for which an extension has been filed); and no
tax liens have been filed and, to the knowledge of any Consolidated Company, no
claims are being asserted with respect to any such taxes, fees or other charges.

         Section 7.13. Subsidiaries. Except as set forth on Schedule 7.13, the
Borrowers have no Subsidiaries, and no Consolidated Company is a joint venture
partner or general partner in any partnership. Each Subsidiary listed in Part A
of Schedule 7.13 is an Active Subsidiary and each Subsidiary listed in Part B of
Schedule 7.13 is a Dormant Subsidiary.

         Section 7.14. Financial Statements. The Domestic Borrower and the
Sterling Borrower have furnished to the Administrative Agent (i) the audited
consolidated balance sheet of the Domestic Borrower and its consolidated
subsidiaries as at September 30, 1999 and of Sterling Borrower and its
consolidated subsidiaries as at June 30, 1999, as well as the related
consolidated statements of income, shareholders' equity and cash flows for the
Fiscal Year then ended, including in each case the related schedules and notes,
(ii) the unaudited consolidated balance sheet of the Domestic Borrower and its
consolidated subsidiaries for the Fiscal Quarters ending December 31, 1999 and
March 31, 2000 and of the Sterling Borrower and its consolidated subsidiaries
for the six month period ending December 31, 1999 and the Fiscal Quarter ending
March 31, 2000, and the related unaudited consolidated statements of income,
shareholders' equity, and cash flows for each of the periods then ended, (iii)
the Pro Forma Balance Sheet which was based on the unaudited consolidated
balance sheet of the Domestic Borrower dated as of March 31, 2000, and (iv) the
Projections. The foregoing financial statements fairly present in all material
respects the financial condition of the Domestic Borrower and its consolidated
subsidiaries and of the Sterling Borrower and its consolidated subsidiaries as
at the dates thereof and results of operations for such periods in conformity
with GAAP consistently applied. The Consolidated Companies taken as a whole do
not have any material contingent obligations, contingent liabilities, or
material liabilities for known taxes, long-term leases or unusual forward or
long-term commitments not reflected in the foregoing financial statements or the
notes thereto. Since September 30, 1999 there have been no changes with respect
to the Domestic Borrower and its consolidated subsidiaries or with respect to
the Sterling Borrower and its consolidated subsidiaries which have had or could
reasonably be expected to have, singly or in the aggregate, a Materially Adverse
Effect.

         Section 7.15. ERISA. Except as disclosed on Schedule 7.15:

                  (a) Identification of Plans. (1) None of the Consolidated
Companies maintains or contributes to or has an obligation to contribute to, a
Plan that is an "employee pension benefit plan" as defined in Section 3(2) of
ERISA or any plan, program or arrangement that provides for deferred
compensation, (2) none of the Consolidated Companies nor any of their respective
ERISA Affiliates in the last five years has maintained or contributed to or has
had an obligation to contribute to, a Plan that is subject to Title IV of ERISA,
and (3) none of the Consolidated Companies maintains or contributes to any
Foreign Plan;

                  (b) Compliance. Each Plan maintained by a Consolidated Company
is by its terms and in operation, in substantial compliance with all applicable
laws, and no Consolidated Company has been assessed, and to the knowledge of
Borrowers, is subject to, any tax or penalty with respect to any Plan of such
Consolidated Company or any ERISA Affiliate thereof, including without
limitation, any tax or penalty under Title I or Title IV of ERISA or under
Chapter 43 of the Tax Code, or any tax or penalty resulting from a loss of
deduction under Sections 162, 404, or 419 of the Tax Code;

                                      -63-
<PAGE>

                  (c) Liabilities. The Consolidated Companies have not been
assessed and to the knowledge of the Borrowers are not subject to, any material
monetary liabilities (including withdrawal liabilities) with respect to any
Plans or Foreign Plans of such Consolidated Companies or any of their ERISA
Affiliates, including without limitation, any liabilities arising from Titles I
or IV of ERISA, other than obligations to fund benefits under an ongoing Plan
and to pay current contributions, expenses and premiums with respect to such
Plans or Foreign Plans;

                  (d) Funding. The Consolidated Companies and, with respect to
any Plan which is subject to Title IV of ERISA, each of their respective ERISA
Affiliates, have made full and timely payment of all amounts (A) required to be
contributed under the terms of each Plan and applicable law, and (B) required to
be paid as expenses (including PBGC or other premiums) of each Plan, and no Plan
subject to Title IV of ERISA has an "amount of unfunded benefit liabilities" (as
defined in Section 4001 (a)(18) of ERISA), determined as if such Plan terminated
on any date on which this representation and warranty is deemed made. The
Consolidated Companies are subject to no liabilities with respect to
post-retirement medical benefits;

                  (e) Prohibited Transactions. No Consolidated Company has
engaged in, or has any knowledge of, any non-exempt prohibited transaction
(within the meaning of Section 406 of ERISA or Section 4975 of the Tax Code)
with respect to any Plan.

                  (f) Qualification of Plans. A favorable determination as to
the qualification under Section 401(a) of the Tax Code has been made by the
Internal Revenue Service with respect to each Plan intended to be qualified
under Section 401(a) of the Tax Code and, to the best knowledge of each of the
Consolidated Companies, nothing has occurred since the date of such
determination that could adversely affect such qualification.

                  (g) Withdrawal. None of the Consolidated Companies nor any of
their respective ERISA Affiliates has:

                           (i) ceased operations at a facility so as to become
         subject to the provisions of Section 4062(e) of ERISA,

                           (ii) withdrawn as a substantial employer so as to
         become subject to the provisions of Section 4063 of ERISA,

                           (iii) ceased making contributions to any "employee
         pension benefit plan" subject to the provisions of Section 4064(a) of
         ERISA to which any of the Consolidated Companies or any of their
         respective ERISA Affiliates made contributions,

                           (iv) incurred or caused to occur a "complete
         withdrawal" (within the meaning of Section 4203 of ERISA) or a "partial
         withdrawal" (within the meaning of Section 4205 of ERISA) from a
         Multiemployer Plan so as to incur withdrawal liability under Section
         4201 of ERISA (without regard to subsequent reduction or waiver of such
         liability under Sections 4207 or 4208 of ERISA), or

                           (v) been a party to any transaction or agreement
         under which the provisions of Section 4204 of ERISA were applicable and
         which could reasonably be expected to result in liability for any of
         the Consolidated Companies.

                  (h) Proceedings. There are no actions, suits or claims pending
(other than routine claims for benefits) or, to the knowledge of any
Consolidated Companies, which could reasonably be expected to be asserted,
against any Plan maintained for employees or the assets of any such Plan. No
civil or criminal action brought pursuant to the provisions of Title I, Subtitle
B, Part 5 of ERISA, is pending or, to the best knowledge of any of the
Consolidated Companies, threatened against any fiduciary or any Plan.

         Section 7.16. Patents, Trademarks, Copyrights, Licenses, Etc. (x) The
Consolidated Companies have obtained and hold in full force and effect or have
the right to use all material patents, trademarks, service marks, trade names,
copyrights, licenses and other such rights, free from burdensome restrictions,
which are

                                      -64-
<PAGE>

necessary for the operation of their respective businesses as presently
conducted, and (y) no product, process, method, service or other item presently
sold by or employed by any Consolidated Company in connection with such business
infringes any patents, trademark, service mark, trade name, copyright, license
or other right owned by any other Person, and (z) there is not presently
pending, or to the knowledge of any Consolidated Company, threatened, any
material claim or litigation against or affecting any Consolidated Company
contesting such Person's right to sell or use any such product, process, method,
substance or other item.

         Section 7.17. Ownership of Property. (i) Each Consolidated Company has
good and marketable fee simple title to or a valid leasehold interest in all of
its real property and good title to, or a valid leasehold interest in, all of
its other property, as such properties are reflected in the consolidated balance
sheet of the such Credit Party as of September 30, 1999 referred to in Section
7.14, other than properties disposed of in the ordinary course of business since
such date, subject to no Lien or title defect of any kind, except Permitted
Liens. Each Credit Party enjoys peaceful and undisturbed possession under all of
their respective leases.

         Section 7.18. Indebtedness. Except as set forth on Schedule 9.01, none
of the Consolidated Companies is an obligor in respect of any Indebtedness for
borrowed money in a principal amount of $250,000 or more, or any commitment to
create or incur any Indebtedness for borrowed money in a principal amount of
$250,000 or more.

         Section 7.19. Financial Condition. On the Closing Date and after giving
effect to the transactions contemplated by this Agreement and the other
Transaction Documents, (i) the assets of each Credit Party, at fair valuation
and based on their present fair saleable value, will exceed such Credit Party's
debts, including contingent liabilities, as such liabilities may be limited
under the express terms of any Guaranty Agreement, (ii) the remaining capital of
each Credit Party will not be unreasonably small to conduct such Credit Party's
business, and (iii) no Credit Party will have incurred debts, or have intended
to incur debts, beyond its ability to pay such debts as they mature. For
purposes of this Section 7.19, "debt" means any liability on a claim, and
"claim" means (a) the right to payment, whether or not such right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured, or (b) the right
to an equitable remedy for breach of performance if such breach gives rise to a
right to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

         Section 7.20. Labor Matters. There are no strikes, lockouts or other
material labor disputes or grievances against any of the Consolidated Companies,
or, to any Credit Party's knowledge, threatened against or affecting any
Consolidated Company, and no significant unfair labor practice, charges or
grievances are pending against any Consolidated Company, to any Credit Party's
knowledge, threatened against any of them before any Governmental Authority. All
payments due from the any Consolidated Company pursuant to the provisions of any
collective bargaining agreement have been paid or accrued as a liability on the
books of such Consolidated Company, except where the failure to do so could not
reasonably be expected to have a Materially Adverse Effect.

         Section 7.21. Payment or Dividend Restrictions. Except as described on
Schedule 7.21, none of the Consolidated Companies is party to or subject to any
agreement or understanding restricting or limiting the payment of any dividends
or other distributions by any such Consolidated Companies.

         Section 7.22. Representations and Warranties Relating to Accounts. With
respect to all Eligible Accounts, each Borrower hereby warrants and represents
to the Administrative Agent and the Lenders that:

                           (i) They are genuine and in all respects what they
         purport to be, and they are not evidenced by judgments;

                           (ii) They arise out of completed, bona fide sales of
         goods or rendition of services by the Domestic Borrower or the Sterling
         Borrower, as the case may be, in the ordinary course of its business
         and in accordance with the terms and conditions of all purchase orders,
         contracts or other documents relating thereto and forming a part of the
         contract between the Domestic Borrower or the Sterling Borrower, as the
         case may be, and the Account Debtor,

                                      -65-
<PAGE>

                           (iii) They are for liquidated amounts maturing as
         stated in the duplicate invoice covering such sale or rendition of
         services, copies of which have been furnished or are available to the
         Administrative Agent;

                           (iv) Neither the Domestic Borrower nor the Sterling
         Borrower has made an agreement with any Account Debtor thereunder for
         any deduction therefrom, except discounts or allowances which are
         granted by the Domestic Borrower or the Sterling Borrower, as the case
         may be, in the ordinary course of its business for prompt payment or
         volume purchases and which are reflected in the calculation of the net
         amount of each respective invoice related thereto;

                           (v) There are no facts, events or occurrences of
         which the Domestic Borrower or the Sterling Borrower has knowledge
         which in any way impair the validity or enforceability thereof or which
         will reduce the amount payable thereunder from the face amount of the
         invoice and statements delivered to the Administrative Agent with
         respect thereto;

                           (vi) To the best of the Domestic Borrower's knowledge
         and the Sterling Borrower's knowledge, the Account Debtors thereunder
         had the capacity to contract at the time any contract or other document
         giving rise to the Accounts were executed and such Account Debtors are
         solvent; and

                           (vii) No Borrower has knowledge of any fact or
         circumstance which would impair the validity or collectibility of the
         Accounts, and to the best of the Domestic Borrower's and the Sterling
         Borrower's knowledge there are no proceedings or actions which are
         threatened or pending against any Account Debtor thereunder which might
         result in any material adverse change in such Account Debtor's
         financial condition or the collectibility of such Account.

         Section 7.23. Representations and Warranties Relating to Inventory.
Except as specifically disclosed to and acknowledged by the Administrative Agent
in writing, with respect to all Eligible Inventory reflected in a Borrowing Base
Certificate, the Administrative Agent may rely upon all statements, warranties,
or representations made in such Borrowing Base Certificate in determining the
classification of such Inventory and in determining which items of Inventory
listed in such Borrowing Base Certificate are Eligible Inventory as of the date
of such Borrowing Base Certificate.

         Section 7.24. Ownership of Stock of the Borrowers. As of the Closing
Date, the Stock of the Consolidated Companies, other than the Domestic Borrower,
is owned by the parties listed on Schedule 7.24 in the amounts set forth on such
schedule. Except as described on Schedule 7.24 attached hereto, no Borrower has
outstanding any stock or securities convertible into or exchangeable for any
shares of its Stock, nor are there any preemptive or similar rights to subscribe
for or to purchase, or any other rights to subscribe for or to purchase, or any
options for the purchase of, or any agreements providing for the issuance
(contingent or otherwise) of, or any calls, commitments, or claims or any
character relating to, any Stock or any stock or securities convertible into or
exchangeable for any Stock. Except as set forth on Schedule 7.24 hereto, each
Borrower is not subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its Stock or to register
any shares of its Stock, and there are no agreements restricting the transfer of
any shares of the Company's Stock

         Section 7.25. Disclosure. No representation or warranty contained in
the Credit Documents or in any other document furnished from time to time to the
Administrative Agent or the Lenders by the Borrowers, their advisors, counsel or
representatives pursuant to the terms of this Agreement, contains or will
contain any untrue statement of a material fact or omits or will omit to state
any material fact necessary to make the statements herein or therein not
misleading as of the date made or deemed to be made. Except as may be set forth
herein, there is no fact known to any Credit Party which has had, or is
reasonably expected to have, a Materially Adverse Effect.

                                      -66-
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                                  ARTICLE VIII.

                              AFFIRMATIVE COVENANTS

         Until all Commitments have been terminated and all Obligations have
been paid in full, each Borrower agrees to, and to cause each of its
Subsidiaries to:

         Section 8.01. Organizational Existence Etc. Except as permitted by
Section 9.03, preserve and maintain its corporate or other organizational
existence, its rights, franchises, and licenses, and its patents and copyrights
(for the scheduled duration thereof), trademarks, trade names, and service
marks, necessary or desirable in the normal conduct of its business, and its
qualification to do business as a foreign corporation or other organization in
all jurisdictions where it conducts business or other activities making such
qualification necessary except where a failure to be so qualified could not
reasonably be expected to have a Materially Adverse Effect.

         Section 8.02. Compliance with Laws, Etc. Comply with all Requirements
of Law (including, without limitation, the Environmental Laws and ERISA) and
Contractual Obligations applicable to or binding on any of them, except where a
failure to comply could not reasonably be expected to have a Materially Adverse
Effect.

         Section 8.03. Payment of Taxes and Claims, Etc. Pay (i) all taxes,
assessments and governmental charges imposed upon it or upon its property, and
(ii) all claims (including, without limitation, claims for labor, materials,
supplies or services) which might, if unpaid, become a Lien upon its property,
unless, in each case, the validity or amount thereof is being contested in good
faith by appropriate proceedings and adequate reserves are maintained with
respect thereto in accordance with GAAP, or in the case of any Foreign
Subsidiary, generally accepted accounting principles in such Foreign
Subsidiary's jurisdiction of organization, and subject to maintenance of
reasonable reserves and extensions permitted by the relevant taxing authorities.

         Section 8.04. Keeping of Books. Keep proper books of record and
account, containing complete and accurate entries of all their respective
financial and business transactions which are required to be maintained in order
to prepare the consolidated financial statements of the Borrowers and their
Subsidiaries in conformity with GAAP, or in the case of any Foreign Subsidiary,
generally accepted accounting principles in such Foreign Subsidiary's
jurisdiction of organization, in all material respects.

         Section 8.05. Visitation, Inspection, Collateral Appraisals and Audits,
Etc

                  (a) Permit any representative of the Administrative Agent or
any Lender to visit and inspect any of its property, to conduct audits of the
Collateral (including without limitation all Accounts and Inventory and all
records relating thereto), to examine its books and records and to make copies
and take extracts therefrom, and to discuss its affairs, finances and accounts
with its officers, all at such reasonable times and as often as the
Administrative Agent or any Lender may reasonably request after reasonable prior
notice to the Borrower Representative; provided, however, if a Default or an
Event of Default has occurred and is continuing, no prior notice shall be
required. All reasonable expenses incurred by the Administrative Agent and, at
anytime after the occurrence and during the continuance of a Default or an Event
of Default, any Lenders in connection with any such visit, inspection, audit,
examination and discussions shall be borne by the Domestic Borrower.

                  (b) Deliver to the Lenders (x) such field audits of all
Accounts and Inventory of the Credit Parties as the Required Lenders may
reasonably request at any time and from time to time, such field audits to be
conducted by auditors, and in form and substance, satisfactory to the Required
Lenders, and (y) such appraisals of the fixed assets of the Credit Parties
(including, without limitation all Equipment) as the Required Lenders may
request at any time and from time to time, such appraisals to be conducted by an
appraiser, and in form and substance, reasonably satisfactory to the Required
Lenders, in each case conducted at the expense of the Domestic Borrower no more
frequently than annually, unless an Event of Default has occurred and is
continuing, at which time such field audits and appraisals shall be conducted at
the expense of Domestic Borrower as frequently as the

                                      -67-
<PAGE>

Required Lenders shall request. The appraiser used by Borrowers in connection
with the appraisals delivered to Lenders on or before the Closing Date shall be
acceptable to Lenders.

         Section 8.06. Insurance; Maintenance of Properties.

                  (a) Maintain or cause to be maintained with financially sound
and reputable insurers, insurance with respect to its properties and business,
and the properties and business of its Subsidiaries, against loss or damage of
the kind customarily insured against by reputable companies in the same or
similar businesses, such insurance to be of such types and in such amounts as is
customary for such companies under similar circumstances; provided, however,
that in any event each Borrower shall use its best efforts to maintain, or cause
to be maintained, insurance in amounts and with coverages not materially less
favorable to any Consolidated Company as in effect on the date of this
Agreement.

                  (b) Cause all properties used or useful in the conduct of its
business to be maintained and kept in good condition, repair and working order
and supplied with all necessary equipment and will cause to be made all
necessary repairs, renewals, replacements, settlements and improvements thereof,
all as in the judgment of the Borrowers as may be necessary so that the business
carried on in connection therewith may be properly and advantageously conducted
at all times and except where a failure to do so could not reasonably be
expected to have a Materially Adverse Effect;

                  (c) Net Casualty/Insurance Proceeds must be applied either (i)
to the payment of the Olbligations, or (ii) repair and/or restoration of the
Collateral within one hundred eighty days (180) days of the recipt of the
proceeds of such Casualty or Condemnation. If an Event of Default has occurred
and is continuing, the Administrative Agent at the direction of the Required
Lenders, shall determine the manner in which the Net Casualty/Insurance Proceeds
are to be applied. If the cost to repair the Collateral exceeds $1,000,000,
then, in such event, the Credit Party and the Administrative Agent shall
mutually determine the manner in which the Net Casualty/Insurance Proceeds are
to be applied; provided that, in the event the Credit Party and Administrative
Agent do not come to a mutually satisfactory determination of the manner in
which the Net/Casualty/Insurance Proceeds are to be applied the Administrative
Agent shall make the determination in its reasonable discretion.

         Section 8.07. Reporting Covenants. Furnish to each Lender (except that
the Borrowing Base Certificates required pursuant to subsection (e) below shall
be furnished only to each Revolving Lender):

                  (a) Annual Financial Statements. As soon as available and in
any event within 120 days after the end of each Fiscal Year, balance sheets of
the Consolidated Companies as at the end of such year, presented on a
consolidated basis, and the related statements of income, retained earnings and
cash flows of the Consolidated Companies for such Fiscal Year, presented on a
consolidated basis, setting forth in each case in comparative form the figures
for the previous Fiscal Year, all in reasonable detail and accompanied by a
report thereon of Deloitte & Touche LLP or other independent public accountants
of comparable recognized national standing, which such report shall be
unqualified as to going concern and scope of audit and shall state that such
financial statements present fairly in all material respects the financial
condition as at the end of such Fiscal Year, and the results of operations and
statements of cash flows of the Consolidated Companies for such Fiscal Year in
accordance with GAAP and that the examination by such accountants in connection
with such financial statements has been made in accordance with generally
accepted auditing standards;

                  (b) Quarterly Financial Statements. As soon as available and
in any event within 45 days after the end of each Fiscal Quarter that is not the
end of a Fiscal Year, balance sheets of the Consolidated Companies and the
Sterling Borrower as at the end of such Fiscal Quarter presented on a
consolidated basis and the related statements of income, retained earnings and
cash flows of the Consolidated Companies and the Sterling Borrower for such
Fiscal Quarter and for the portion of the Fiscal Year ended at the end of such
Fiscal Quarter, presented on a consolidated basis setting forth in each case in
comparative form the figures for the corresponding quarter and the corresponding
portion of the Domestic Borrower's and the Sterling Borrower's previous Fiscal
Year, all in reasonable detail, and certified by the chief financial officer of
the Domestic Borrower that such financial statements fairly present in all
material respects the financial condition of the Consolidated Companies and

                                      -68-
<PAGE>

the Sterling Borrower as at the end of such Fiscal Quarter on a consolidated
basis, and the results of operations and statements of cash flows of the
Consolidated Companies and the Sterling Borrower for such Fiscal Quarter and
such portion of the Fiscal Year, in accordance with GAAP consistently applied
(subject to normal year-end audit adjustments and the absence of certain
footnotes);

                  (c) No Default/Compliance Certificate. Together with the
financial statements required pursuant to subsection (a) and with the financial
statements required pursuant to subsection (b) above for the Fiscal Quarter, a
certificate of a Senior Officer substantially in the form of Exhibit G, to the
effect that, based upon a review of the activities of the Consolidated Companies
and such financial statements during the period covered thereby, to his
knowledge, (i) there exists no Event of Default and no Default under this
Agreement, or if there exists an Event of Default or a Default hereunder,
specifying the nature thereof and the proposed response thereto, (ii)
demonstrating in reasonable detail calculations demonstrating compliance with
Section 8.08 and Section 9.12 as at the end of such Fiscal Year or such Fiscal
Quarter, (iii) stating whether any change in GAAP or the application thereof has
occurred since the date of the Domestic Borrower's most recently delivered
audited financial statements, and (iv) listing the outstanding balance of all
Intercompany Notes as of the end of such period.

                  (d) Auditor's No Default Certificate. Together with the
financial statements required pursuant to subsection (a) above, a certificate of
the accountants who prepared the report referred to therein, (i) to the effect
that during the course of their audit, they have found no Default or Event of
Default under this Agreement, or if there exists a Default or Event of Default
hereunder, specifying the nature thereof and (ii) demonstrating in reasonable
detail compliance as at the end of such fiscal year with Section 8.08 and
Section 9.12;

                  (e) Borrowing Base Certificates and Accounts Receivable Aging
Report. No later than 30 days after the end of each Fiscal Month or more
frequently as requested by the Administrative Agent, (x) a Borrowing Base
Certificate as of the end of the immediately preceding Fiscal Month, setting
forth the Eligible Accounts and Eligible Inventory owned by the Domestic
Borrower and the Sterling Borrower and a categorical breakdown of all Eligible
Inventory as of such date, and (y) an accounts receivable aging report as of the
end of the immediately preceding Fiscal Month;

                  (f) Notice of Default under Credit Documents. Promptly after
any Credit Party has notice or knowledge of the occurrence of an Event of
Default or a Default, a certificate of the chief financial officer or principal
accounting officer of the Borrower Representative specifying the nature thereof
and the proposed response thereto;

                  (g) Notice of Default under Other Indebtedness. Immediately
upon its receipt thereof, furnish to the Administrative Agent a copy of any
notice received by it or any other Consolidated Company from the holder(s) of
any Subordinated Debt or any other Indebtedness referred to in Section 9.01 (or
from any trustee, agent, attorney, or other party acting on behalf of such
holder(s)), where such notice states or claims the existence or occurrence of
any default or event of default with respect to such Indebtedness under the
terms of any indenture, loan or credit agreement, debenture, note, or other
document evidencing or governing such Indebtedness;

                  (h) Litigation. Promptly after (i) the occurrence thereof,
notice of the institution of or any material adverse development in any action,
suit or proceeding or any governmental investigation or any arbitration, before
any court or arbitrator or any governmental or administrative body, agency or
official, against any Consolidated Company, or any property of any thereof, for
which the amount in controversy could exceed $1,000,000, or (ii) actual
knowledge thereof, notice of the threat of any such action, suit, proceeding,
investigation or arbitration;

                  (i) Environmental Notices. Promptly after receipt thereof,
notice of any actual or alleged violation, or notice of any action, claim or
request for information, either judicial or administrative, from any
Governmental Authority relating to any actual or alleged claim, notice of
potential responsibility under or violation of any Environmental Law, or any
actual or alleged spill, leak, disposal or other release of any waste, petroleum
product, or hazardous waste or Hazardous Substance by any Consolidated Company
which could result in penalties, fines, claims or other liabilities to any
Consolidated Company in amounts in excess of $500,000;

                                      -69-
<PAGE>

                  (j) ERISA. Promptly after the occurrence thereof with respect
to any Plan of any Consolidated Company or any ERISA Affiliate thereof, or any
trust established thereunder, notice of (A) a "reportable event" described in
Section 4043 of ERISA and the regulations issued from time to time thereunder
(other than a "reportable event" not subject to the provisions for 30-day notice
to the PBGC under such regulations), or (B) any other event which could subject
any Consolidated Company to any tax, penalty or liability under Title I or Title
IV of ERISA or Chapter 43 of the Tax Code, or any tax or penalty resulting from
a loss of deduction under Sections 162, 404 or 419 of the Tax Code, or any tax,
penalty or liability (other than amounts that become payable in the normal
operation of any Plan) under any Requirement of Law applicable to any Foreign
Plan, where any such taxes, penalties or liabilities exceed or could exceed
$500,000 in the aggregate;

                           (i) Promptly after such notice must be provided to
         the PBGC, or to a Plan participant, beneficiary or alternative payee,
         any notice required under Section 101(d), 302(f)(4), 303, 304, 307,
         4041(a)(2) of ERISA or under Section 401(a)(29) or 412 of the Tax Code
         with respect to any Plan of any Consolidated Company or any ERISA
         Affiliate thereof,

                           (ii) Promptly after receipt, any notice received by
         any Consolidated Company or any ERISA Affiliate thereof concerning the
         intent of the PBGC or any other Governmental Authority to terminate a
         Plan of such Consolidated Company or ERISA Affiliate thereof which is
         subject to Title IV of ERISA, to impose any liability on such
         Consolidated Company or ERISA Affiliate under Title IV of ERISA or
         Chapter 43 of the Tax Code;

                           (iii) Upon the request of the Administrative Agent,
         promptly upon the filing thereof with the Internal Revenue Service
         ("IRS") or the Department of Labor ("DOL"), a copy of IRS Form 5500 or
         annual report for each Plan of any Consolidated Company or ERISA
         Affiliate thereof which is subject to Title IV of ERISA;

                           (iv) Upon the request of the Administrative Agent,
         (A) true and complete copies of any and all documents, government
         reports and IRS determination or opinion letters or rulings for any
         Plan of any Consolidated Company from the IRS, PBGC or DOL, (B) any
         reports filed with the IRS, PBGC or DOL with respect to a Plan of the
         Consolidated Companies or any ERISA Affiliate thereof, or (C) a current
         statement of withdrawal liability for each Multiemployer Plan of any
         Consolidated Company or any ERISA Affiliate thereof,

                           (v) Promptly upon any Consolidated Company becoming
         aware thereof, notice that (i) any material contributions to any
         Foreign Plan have not been made by the required due date for such
         contribution and such default cannot immediately be remedied, (ii) any
         Foreign Plan is not funded to the extent required by the law of the
         jurisdiction whose law governs such Foreign Plan based on the actuarial
         assumptions reasonably used at any time, or (iii) a material change is
         anticipated to any Foreign Plan that may have a Materially Adverse
         Effect.

                  (k) Liens. Promptly upon any Consolidated Company becoming
aware thereof, notice of the filing of any federal statutory Lien, tax or other
state or local government Lien or any other Lien affecting their respective
properties, other than Permitted Liens;

                  (l) Public Filings, Etc. Promptly upon the filing thereof or
otherwise becoming available, copies of all financial statements, annual,
quarterly, monthly and special reports, proxy statements and notices sent or
made available generally by any Borrowers to their public security holders, of
all regular and periodic reports and all registration statements and
prospectuses, if any, filed by any of them with any securities exchange, and of
all press releases and other statements published in accordance with guidelines
issued by the Securities and Exchange Commission;

                  (m) Accountants' Reports. Promptly upon receipt thereof,
copies of all financial statements of, and all reports submitted by, independent
public accountants to any Borrower in connection with each annual,

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<PAGE>

interim, or special audit of such Borrower's financial statements, including
without limitation, the comment letter submitted by such accountants to
management in connection with their annual audit;

                  (n) Subordinated Debt and Equity Notices. As soon as
practicable, copies of all material written notices given or received by any
Credit Party with respect to any Subordinated Debt or Stock of such Person, and,
within two (2) Business Days after any Credit Party obtains knowledge of any
matured or unmatured event of default with respect to any Subordinated Debt,
notice of such event of default;

                  (o) Other Information. With reasonable promptness, such other
information about the Consolidated Companies as the Administrative Agent or any
Lender may reasonably request from time to time.

         Section 8.08. Financial Covenants.

                  (a) Maximum Leverage Ratio. Maintain at all times, calculated
as of the last day of each Fiscal Quarter (i) commencing with the Fiscal Quarter
ending on September 30, 2000, a Leverage Ratio of no greater than 3.75:1.00,
(ii) commencing with the Fiscal Quarter ending on December 31, 2000 through the
Fiscal Quarter ending on September 30, 2001, a Leverage Ratio of no greater than
3.50:1.00, and (iii) commencing with the Fiscal Quarter ending on December 31,
2001 and thereafter, a Leverage Ratio of no greater than 3.25:1.00.

                  (b) Minimum Fixed Charge Coverage Ratio. Maintain at all
times, calculated as of the last day of each Fiscal Quarter (i) commencing with
the Fiscal Quarter ending on September 30, 2000 through the Fiscal Quarter
ending on March 31, 2001, a Fixed Charge Coverage Ratio of not less than
1.15:1.00, (ii) commencing with the Fiscal Quarter ending on June 30, 2001
through the Fiscal Quarter ending September 30, 2002, a Fixed Charge Coverage
Ratio of not less than 1.20:1.00, and (iii) commencing with the Fiscal Quarter
ending December 31, 2002 and thereafter, a Fixed Charge Coverage Ratio of not
less than 1.30:1.00.

                  (c) Minimum Consolidated Net Worth. Maintain at all times a
minimum Consolidated Net Worth at all times of the "Minimum Compliance Level".
The Minimum Compliance Level shall be $43,000,000 initially, and shall be
increased on the last day of each Fiscal Year commencing with the Fiscal Year
ending September 30, 2000, by an amount equal to fifty percent (50%) of
Consolidated Net Income (if positive) for such Fiscal Year. The foregoing
increases in the Minimum Compliance Level shall be fully cumulative and no
reduction in the Minimum Compliance Level shall be made to reflect negative
Consolidated Net Income for any period.

         Section 8.09. Additional Credit Parties.

                  (a) In the event that, subsequent to the Closing Date, any
Person becomes a Domestic Subsidiary of any Borrower, whether pursuant to an
acquisition or otherwise, (x) the Borrower Representative shall promptly notify
the Administrative Agent and the Lenders of the creation or acquisition of such
Domestic Subsidiary and (y) the Borrowers shall cause such Person (i) to become
a party to a Guaranty Agreement as a new Guarantor, (ii) to grant a lien in all
of its personal property by joining the appropriate Security Agreement or
executing a new Security Agreement and filing such UCC-1 financing statements or
similar instruments required by the Administrative Agent, (iii) if such Domestic
Subsidiary owns Stock in another Person, to become a party to the appropriate
Pledge Agreement, and (iv) to provide all relevant documentation with respect
thereto and to take such other actions as such Domestic Subsidiary would have
provided and taken pursuant to Section 6.01 if such Domestic Subsidiary had been
a Credit Party on the Closing Date. In addition, such Borrower shall, or shall
cause its Subsidiary owning such Person, to pledge all of the stock of such
Person to the Administrative Agent as security for the Obligations pursuant to a
pledge agreement in form and substance satisfactory to the Administrative Agent
and the Lenders, and to deliver the original stock certificates evidencing such
shares to the Administrative Agent, together with appropriate stock powers
executed in blank. Each Borrower agrees that, following the delivery of any
Collateral Documents required to be executed and delivered by this Section
8.09(a), the Administrative Agent shall have a valid and enforceable first
priority Lien on the respective Collateral covered thereby, free and clear of
all Liens other than Permitted Liens. All actions to be taken pursuant to this
Section 8.09(a) shall be at the expense of the Domestic Borrower or the
applicable Credit Party, shall be taken to the reasonable satisfaction of the
Administrative Agent,

                                      -71-
<PAGE>

and shall be taken within thirty (30) days following the date such Person
becomes a Credit Party, whether pursuant to an acquisition or otherwise.

                  (b) In the event that, subsequent to the Closing Date, any
Person becomes a Material Foreign Subsidiary of any Borrower, whether pursuant
to an acquisition or otherwise, (x) the Borrower Representative shall promptly
notify the Administrative Agent and the Lenders of the creation or acquisition
of such Material Foreign Subsidiary and, at the request of the Administrative
Agent (y) the Borrowers shall cause such Person (i) to execute a Guaranty
Agreement as a new Guarantor, (ii) to grant a lien in all of its personal
property by executing a Security Agreement or other appropriate security
instrument and filing financing statements or similar instruments required by
the Administrative Agent, (iii) if such Foreign Subsidiary owns Stock in another
Person, to execute a Pledge Agreement, and (iv) to provide all relevant
documentation with respect thereto and to take such other actions as such
Material Foreign Subsidiary would have provided and taken pursuant to Section
6.01 if such Material Foreign Subsidiary had been a Credit Party on the Closing
Date. In addition, Borrowers shall, or shall cause its Subsidiary owning such
Person, to pledge all of the stock of such Person to the Administrative Agent as
security for the Obligations or Sterling Obligations, as the case may be,
pursuant to a pledge agreement in form and substance satisfactory to the
Administrative Agent and the Lenders, and to deliver the original stock
certificates evidencing such shares to the Administrative Agent, together with
appropriate stock powers executed in blank. Each Borrower agrees that, following
the delivery of any Collateral Documents required to be executed and delivered
by this Section 8.09(b), the Administrative Agent shall have a valid and
enforceable first priority Lien on the respective Collateral covered thereby,
free and clear of all Liens other than Permitted Liens. All actions to be taken
pursuant to this Section 8.09(b) shall be at the expense of the Domestic
Borrower or the applicable Credit Party, shall be taken to the reasonable
satisfaction of the Administrative Agent, and shall be taken within thirty (30)
days following the date such Person becomes a Credit Party, whether pursuant to
an acquisition or otherwise.

                  (c) The Borrowers (other than the Sterling Borrower) shall use
all reasonable endeavors to procure that:

                           (i) the Sterling Borrower delists, converts to a
         private limited company, completes the Whitewash Procedure, executes
         the Sterling Borrower Guaranty and the UK Security Amendment Agreement
         as soon as reasonably and legally practicable and in any event within
         five months of the Unconditional Date; and

                           (ii) each member of the Sterling Borrower Group
         (other than dormant companies) and any other member of the Sterling
         Borrower Group which is or becomes a Material Foreign Subsidiary after
         the date hereof, delists where necessary, converts to a private
         company, completes the Whitewash Procedures and executes a UK
         Subsidiary Guaranty Accession Agreement and a UK Security Accession
         Agreement as soon as reasonably and legally practicable and in any
         event within five months of the Unconditional Date (or in the case of
         any subsequent Material Foreign Subsidiary within the later of five
         months from the Unconditional Date or two months of it becoming a
         Material Foreign Subsidiary).

                  (d) For purposes of this Section 8.09, if any UK Subsidiary
that is a Dormant Subsidiary as of the Closing Date becomes an Active
Subsidiary, the Borrowers shall and shall cause to be taken all actions as would
be required of the Borrowers and their Subsidiaries under subsections 8.09(a),
8.09(b) and 8.09(c) if such Active Subsidiary were acquired by one of the
Borrowers or any of their Subsidiaries after the Closing Date.

         Section 8.10. Subordinated Debt Placement. On or prior to the eighteen
(18) month anniversary of the Closing Date, the Administrative Agent shall have
received documentation satisfactory to the Administrative Agent and the Lenders
evidencing the Domestic Borrower's incurrence of not less than $7,500,000 in new
Subordinated Debt which shall not mature prior to the later of (a) six months
after the Revolving Credit Termination Date, (b) the Term A Loan Maturity Date,
and (c) the Term B Loan Maturity Date. All Obligations, including the
Obligations to pay principal of and interest on the Loans and L/C Obligations
shall constitute senior Indebtedness entitled to the benefits of the
subordination provisions contained in a Subordination Agreement. The principal
of and interest on the Notes, all L/C Obligations and all other Obligations will
constitute "senior debt" as that or any

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similar term is defined in any instrument evidencing or applicable to any
Subordinated Debt incurred under this Section 8.10.

         Section 8.11. The Offer. The Holdings Borrower shall:

                  (a) comply with the Financial Services Act of 1986 and the
Companies Act 1985 and all other applicable laws and regulations relevant in the
context of the Recommended Cash Offers, including (subject to any waivers by the
Panel) compliance in all material respects with the Code and the Listing Rules
of the London Stock Exchange;

                  (b) provide the Administrative Agent (in sufficient copies for
the Lenders) with copies of all material documents, notices or announcements
received or issued by it in relation to the Recommended Cash Offers (whether
dated or issued after or on or before the date hereof) and with such other
information regarding the progress of the Recommended Cash Offers as it may
reasonably request;

                  (c) save as required by the Code or any law or regulation, not
issue any press release or make any statement or announcement during the course
of the Recommended Cash Offers which contains any information or statement
concerning the Credit Documents or the Finance Parties without first obtaining
the prior approval of the information or statement from the Administrative
Agent;

                  (d) promptly give notices under Section 429 of the Companies
Act 1985 in respect of the Ordinary Shares upon the conditions contained in the
Companies Act 1985 for the giving of those notices being satisfied;

                  (e) not increase the price per Share under the Recommended
Cash Offers above the level agreed between the Holdings Borrower and the Lender
from time to time unless required by law or by order of court;

                  (f) not waive any condition, or amend any material term or
condition of the Recommended Cash Offers unless the Administrative Agent has
given its prior consent, provided that the Administrative Agent shall consent in
respect of any waiver the Panel requires the Holding Borrower to give pursuant
to Rule 13 of the Code;

                  (g) not, without the consent of the Administrative Agent,
declare the Recommended Cash offers unconditional as to acceptances unless valid
acceptances of the Recommended Cash Offers have been received in respect of
Shares which amount to more than 90 per cent of the Shares (and comprising more
than 90 per cent of the voting rights attaching to all shares in the Sterling
Borrower) in issue at the date of such declaration; and

                  (h) not purchase any Shares if to do so would mean that it
must make a mandatory offer under Rule 9 of the Code.

         Section 8.12. Acquisition Financing Indemnity. The Holdings Borrower
shall on demand indemnify each Finance Party against any loss or liability which
that Finance Party suffers or incurs as a consequence of any litigation
proceeding arising, pending or threatened against that Finance Party as a result
of the Recommended Cash Offers (whether or not made) or of it agreeing to
finance or refinance any acquisition by the Holdings Borrower or any person
acting in concert with the Holdings Borrower of any Shares ("relevant
litigation") except to the extent caused by its gross negligence or willful
misconduct or breach by it of any law or regulation to which it is subject. A
Finance Party shall notify the Holdings Borrower promptly upon becoming aware of
any relevant litigation and shall keep the Holdings Borrower informed of its
progress.

         Section 8.13. Hong Kong Reorganization. Within 10 Business Days after
the effectiveness of the Hong Kong Reorganziation the Domestic Borrower must,
pursuant to the Hong Kong Stock Pledge, pledge 100% of the Stock of Go-Gro
Industries to the Administrative Agent by delivering to the Administrative Agent
a duly

                                      -73-
<PAGE>

executed counterpart of the Amendment to the Hong Kong Pledge Agreement,
together with (a) the original stock certificate of Go-Gro Industries evidencing
the issued and outstanding shares of capital stock pledged to the Administrative
Agent pursuant to the Hong Kong Pledge Agreement, and (b) a stock power executed
in blank.

         Section 8.14. Mortgage on Tupelo Warehouse. The Domestic Borrower
shall, as soon as practicable but in any event on or before the forty fifth (45)
day after the Original Closing Date, execute and deliver all Tupelo Warehouse
Mortgage Documents required by the Administrative Agent in respect of the Tupelo
Warehouse, together with (i) a mortgage policy in form and substance and in an
amount satisfactory to the Administrative Agent, (ii) a current as-built
boundary line survey, certified by a licensed surveyor, for the Tupelo
Warehouse, sufficient in form and substance to allow the issuer of the mortgage
policy to issue same without regard to any survey exception, and (iii) a Phase I
Environmental Site Assessment Report (consistent with American Society of
Testing and Materials Standard E1527-94, and applicable state requirements) and
if requested by the Administrative Agent, such further environmental review and
audit reports, including Phase II Reports, as so requested, all in form and
substance satisfactory to the Administrative Agent and prepared by environmental
engineers satisfactory to the Administrative Agent.

                                   ARTICLE IX.

                               NEGATIVE COVENANTS

         Until all Commitments have been terminated and all Obligations have
been paid in full, the Borrowers will not, and will not permit any of their
Subsidiaries to:

         Section 9.01. Indebtedness. Create, incur, assume or suffer to exist
any Indebtedness, other than:

                  (a) Indebtedness under this Agreement and any other Credit
Document;

                  (b) Indebtedness existing on the Closing Date and described on
Schedule 9.01 and extensions, renewals and replacements of any such Indebtedness
that do not increase the outstanding principal amount thereof or shorten the
maturity thereof;

                  (c) Subordinated Debt incurred pursuant to Section 8.10;

                  (d) purchase money Indebtedness and Capital Lease Obligations
to the extent secured by a Lien permitted by Section 9.02(f) and incurred in an
amount not to exceed $1,000,000 in any one Fiscal Year after the Closing Date;

                  (e) unsecured current liabilities (other than liabilities for
borrowed money or liabilities evidenced by promissory notes, bonds or similar
instruments) incurred in the ordinary course of business and either (i) not more
than 90 days past due, or (ii) being disputed in good faith by appropriate
proceedings with reserves for such disputed liability maintained in conformity
with GAAP;

                  (f) Indebtedness consisting of contingent obligations under
indemnities, guarantees, and reimbursement agreements in favor of Persons
issuing surety bonds, guarantees and similar undertakings issued to support
performance obligations of any of the Consolidated Companies incurred in the
ordinary course of business;

                  (g) Indebtedness consisting of insurance premiums financed
with the insurance company to whom such insurance premiums are due in an amount
not to exceed $900,000;

                  (h) Indebtedness consisting of intercompany loans and advances
made by the Domestic Borrower to any Guarantor, by the Holdings Borrower to the
Sterling Borrower or by the Sterling Borrower to any

                                      -74-
<PAGE>

of the UK Subsidiaries that are also Credit Parties; provided that (i) the
borrower under each Intercompany Note shall execute a demand note on the Closing
Date (the "Intercompany Notes") to evidence any such intercompany Indebtedness,
which Intercompany Notes shall be in form and substance satisfactory to the
Administrative Agent, and shall be pledged to the Administrative Agent pursuant
to one of the Pledge Agreements or one of the Security Agreements, as
applicable, (ii) the Borrowers shall record all intercompany transactions on
their books and records in a manner reasonably satisfactory to Administrative
Agent, (iii) the obligations of each borrower under any such Intercompany Notes
shall be subordinated to its obligations under its respective guarantee, if any,
(iv) at the time any such intercompany loan or advance is made by any Borrower
to any Guarantor, and after giving effect thereto, the representation and
warranty set forth in Section 7.19 is true and correct, and (v) no Default or
Event of Default shall have occurred and be continuing or would occur and be
continuing after giving effect to any such proposed intercompany loan; and

                  (i) Indebtedness incurred by any Consolidated Company that is
not a Credit Party in an aggregate amount not to exceed $5,000,000 during the
term of this Agreement.

         Section 9.02. Liens. Create, incur, assume or suffer to exist any Lien
on any of its property now owned or hereafter acquired other than (each of the
following a "Permitted Lien"):

                  (a) Liens in favor of the Administrative Agent for the benefit
of the Lenders;

                  (b) Liens existing on the Closing Date and disclosed on
Schedule 9.02;

                  (c) Liens for taxes not yet due, and Liens for taxes or Liens
imposed by ERISA which are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves are being maintained in
accordance with GAAP;

                  (d) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens imposed by law created in
the ordinary course of business for amounts not yet due or which are being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves are being maintained in accordance with GAAP;

                  (e) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security, or to secure the performance of tenders,
statutory obligations, surety and appeal bonds, bids, leases, government
contracts, performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money);

                  (f) Liens incurred in connection with purchase money
Indebtedness permitted pursuant to Section 9.01(d) and with respect to assets
acquired by any Credit Party in the ordinary course of business (provided that
such Liens attach only to the assets subject to such purchase money debt and
such Indebtedness does not exceed 100% of the purchase price of the subject
assets);

                  (g) Liens incurred in connection with Indebtedness permitted
pursuant to Section 9.01(i).

         Section 9.03. Mergers, Consolidations, Acquisitions, Sales, Etc.

                  (a) Enter into any transaction of merger, consolidation,
pooling of interest or other combination with any other Person other than (i) a
consolidation or merger between any Borrower and a Subsidiary of such Borrower,
provided the Borrower is the surviving entity, (ii) any Subsidiary may merge
with and into any Credit Party, provided such Credit Party is the surviving
entity, (iii) the Acquisition, (iv) the Hong Kong Reorganization, and (v)
mergers, consolidations or other combinations by one member of the Hong Kong
Group with one or more other members of the Hong Kong Group;

                  (b) Sell, lease, or otherwise dispose of its accounts,
property or other assets (including capital stock of Subsidiaries), other than
(i) sales, leases or other dispositions of assets by a Borrower to another
Credit

                                      -75-
<PAGE>

Party or a Credit Party to a Borrower, (ii) sales, leases or other dispositions
of assets by a Subsidiary to a Credit Party or to the Borrower, (iii) sales of
inventory in the ordinary course of business, (vi) sales of obsolete, worn out,
excessively damaged or unusable equipment, fixtures or inventory;

                  (c) Purchase, lease or otherwise acquire all or any
substantial portion of the property or assets (including capital stock) of
another Person, other than (i) pursuant to the Acquisition and (ii) so long as
no Default or Event of Default shall have occurred and be continuing, any Credit
Party may purchase all or any substantial portion of the property or assets of
any Person organized under the laws of the United States, the United Kingdom or
a member of the European Union, in an aggregate amount not to exceed $5,000,000
during the term of this Agreement; and

                  (d) Sales or other dispositions of assets not otherwise
permitted by this Section 9.03 in an aggregate amount not to exceed $5,000,000
in any one instance and $10,000,000 in the aggregate.

         Section 9.04. Investments, Loans, Etc. Make, permit or hold, any
Investments in any Person, or otherwise create, acquire or hold any
Subsidiaries, other than:

                  (a) Investments from time to time in any Credit Party;

                  (b) Investments existing on the date hereof and described on
Schedule 9.04;

                  (c) Investments in the Sterling Borrower pursuant to the
Acquisition;

                  (d) direct obligations of the United States of America or any
agency thereof, or obligations guaranteed by the United States of America or any
agency thereof, in each case supported by the full faith and credit of the
United States of America and maturing within one year from the date of creation
thereof,

                  (e) commercial paper maturing within one year from the date of
creation thereof rated in the highest grade by a nationally recognized credit
rating agency;

                  (f) Investments made in connection with Acquisitions
otherwise permitted under Section 9.03(c);

                  (g) time deposits maturing within one year from the date of
creation thereof with, including certificates of deposit issued by, any office
located in the United States of America or the United Kingdom of any bank or
trust company which is organized under the laws of the United States of America
or any state thereof or the United Kingdom and has capital, surplus and
undivided profits aggregating at least $500,000,000, including without
limitation, any such deposits in Eurodollars issued by a foreign branch of any
such bank or trust company;

                  (h) time deposits made in the ordinary course of business by a
Consolidated Company other than a Credit Party maturing within one year from the
date of creation thereof in an amount not to exceed with, including certificates
of deposit issued by, any office located in Canada, Hong Kong or the People's
Republic of China, of any bank or trust company which is organized under the
laws of the United States of America or any state thereof, the United Kingdom,
Canada, Hong Kong or the People's Republic of China, and has capital, surplus
and undivided profits aggregating at least $500,000,000, including without
limitation, any such deposits in Eurodollars issued by a foreign branch of any
such bank or trust company;

                  (i) Investments made by Plans;

                  (j) Investments consisting of intercompany Indebtedness
permitted under Section 9.01; and

                  (k) Investments in any Consolidated Company in an aggregate
amount not to exceed $3,000,000 during the term of this Agreement.

                                      -76-
<PAGE>

         Section 9.05. Lease Obligations. Create or suffer to exist any
obligations for the payment under operating leases or agreements to lease
(including all Synthetic Lease Obligations but excluding any obligations under
leases required to be classified as capital leases under GAAP) having a term of
one year or more which would cause the direct or contingent liabilities of the
Consolidated Companies under such leases or agreements to lease, on a
consolidated basis, to exceed five percent (5%) of the Net Worth of the
Consolidated Companies as of the last day of the most recently ended Fiscal
Year.

         Section 9.06. Restricted Payments. (a) Declare or pay any dividend or
distribution on any class of its stock, or (b) make any payment to purchase,
redeem, retire or acquire any capital stock or any option, warrant, or other
right to acquire such capital stock or such Indebtedness (each, a "Restricted
Payment"), other than (i) dividends payable solely in shares of any class of its
stock, (ii) cash dividends payable by any Consolidated Company to any other
Credit Party and any Consolidated Company that is a member of the Hong Kong
Group, (iii) other Restricted Payments made by any wholly owned Subsidiaries to
any Borrower, (iv) so long as no Event of Default shall have occurred and be
continuing, the Sterling Borrower may pay Ring Preferred Dividends, and (v)
payments by the Domestic Borrower to an employee to repurchase any capital stock
or options purchased by such employee from the Domestic Borrower pursuant to an
employee stock option plan, provided, that the amount used by the Domestic
Borrower to repurchase such capital stock or options shall not exceed the
original purchase price of such capital stock or options paid by such employee
pursuant to the employee stock option plan.

         Section 9.07. Sale and Leaseback Transactions. Sell or transfer any
property, real or personal, whether now owned or hereafter acquired, and
thereafter rent or lease such property which any Consolidated Company intends to
use for substantially the same purpose or purposes as the property being sold or
transferred.

         Section 9.08. Transactions with Affiliates. Other than transactions
described on Schedule 9.08:

                  (a) Enter into any transaction or series of related
transactions, whether or not in the ordinary course of business, with any
Affiliate of any Consolidated Company, other than on terms and conditions at
least as favorable to such Consolidated Company as would be obtained by such
Consolidated Company at the time in a comparable arm's-length transaction with a
Person other than an Affiliate.

                  (b) Make any payment or any loan owing to any officer,
shareholder, subsidiary or Affiliate, or convey or transfer to any other Person
any real property, buildings, or fixtures used in the manufacturing or
production operations of any Consolidated Company, or convey or transfer to any
other Consolidated Company any other assets (excluding conveyances or transfers
in the ordinary course of business) if at the time of such payment, conveyance
or transfer any Default or Event of Default exists or would exist as a result of
such payment, conveyance or transfer, other than (i) loans to officers of the
Domestic Borrower in an aggregate amount not to exceed $450,000 during the term
of this Agreement, (ii) loans to officers of Foreign Subsidiaries organized
under the laws of Hong Kong in an aggregate amount not to exceed $250,000 during
the term of this Agreement, (iii) loans to officers of the Sterling Borrower and
the UK Subsidiaries in an amount not to exceed the Sterling equivalent of
$100,000 during the term of this Agreement.

         Section 9.09. ERISA. Take or fail to take any action with respect to
any Plan of any Consolidated Company or, with respect to its ERISA Affiliates,
any Plans which are subject to Title IV of ERISA or to continuation health care
requirements for group health plans under the Tax Code, including without
limitation (i) establishing any such Plan, (ii) amending any such Plan (except
where required to comply with applicable law), (iii) terminating or withdrawing
from any such Plan, or (iv) incurring an amount of unfunded benefit liabilities,
as defined in Section 4001(a)(18) of ERISA, or any withdrawal liability under
Title IV of ERISA with respect to any such Plan, without first obtaining the
written approval of the Required Lenders.

         Section 9.10. Additional Negative Pledges. Other than as described on
Schedule 9.10, create or otherwise cause or suffer to exist or become effective,
directly or indirectly, any prohibition or restriction on the creation or
existence of any Lien upon any asset of any Consolidated Company, other than
pursuant to (i) this Agreement, (ii) the terms of any agreement, instrument or
other document pursuant to which any Indebtedness permitted by Section (d) is
incurred by any Consolidated Company, so long as such prohibition or restriction
applies

                                      -77-
<PAGE>

only to the property or asset being financed by such Indebtedness, and (iii) any
requirement of applicable law or any regulatory authority having jurisdiction
over any of the Consolidated Companies.

         Section 9.11. Limitation on Payment Restrictions Affecting Consolidated
Companies. Other than as described on Schedule 9.11, create or otherwise cause
or suffer to exist or become effective any consensual encumbrance or restriction
on the ability of any Consolidated Company to (i) pay dividends or make any
other distributions on such Consolidated Company's stock, or (ii) pay any
Indebtedness owed to any Credit Party or any other Consolidated Company, or
(iii) transfer any of its property or assets to any Credit Party or any other
Consolidated Company, except any consensual encumbrance or restriction existing
under the Credit Documents or the Subordinated Note Documents.

         Section 9.12. Consolidated Capital Expenditures. Without consent of the
Required Lenders, make Capital Expenditures during any Fiscal Year in excess of
the sum of, (i) $4,000,000, and (ii) Permitted Hong Kong Capital Expenditures;
provided, however, if the actual amount of Consolidated Capital Expenditures
made during any Fiscal Year (the "Current CapEx") is less than the respective
limit specified above for such Fiscal Year (the "Specified CapEx"), then the
applicable limit for the immediately succeeding Fiscal Year shall be increased
by an amount equal to the difference between the Current CapEx and the Specified
CapEx (the "Carryover Amount". For purposes of this Section 9.12 Consolidated
Capital Expenditures made in any Fiscal Year shall be deemed to be made first
with Specified CapEx for such Fiscal Year, then, from the Carryover Amount, if
any.

         Section 9.13. Change in Business. Other than as a consequence of the
Acquisition, enter into, or permit any of their respective Subsidiaries to enter
into, any business other than the business presently conducted by the
Consolidated Companies taken as a whole or any business reasonably related or
complementary thereto.

         Section 9.14. Modification of Corporate Name, Charter, Etc. Make any
change in any of their (i) corporate names, articles of incorporation, or
similar documents or capital structure that would materially adversely affect
the Borrower's ability to perform under any Transaction Document, or (ii)
accounting practices, business objectives, purposes of operations, Fiscal Month,
Fiscal Quarter or Fiscal Year.

         Section 9.15. Changes Related to Subordinated Debt. No Credit Party
shall change or amend the terms of any Subordinated Debt (including, without
limitation, Subordinated Debt incurred pursuant to Section 8.10) or any
agreement executed in connection therewith if the effect of such amendment is
to: (a) increase the interest rate on such Subordinated Debt; (b) change the
dates upon which payments of principal or interest are due on such Subordinated
Debt other than to extend such dates; (c) change any default or event of default
other than to delete or make less restrictive any default provision therein, or
add any covenant with respect to such Subordinated Debt; (d) change the
redemption or prepayment provisions of such Subordinated Debt other than to
extend the dates therefor or to reduce the premiums payable in connection
therewith; (e) grant any security or collateral to secure payment of such
Subordinated Debt; or (f) change or amend any other term if such change or
amendment would materially increase the obligations of the obligor or confer
additional material rights of the holder of such Subordinated Debt in a manner
adverse to any Credit Party, Administrative Agent or any Lender.

                                   ARTICLE X.

                                EVENTS OF DEFAULT

         Upon the occurrence and during the continuance of any of the following
specified events (each an "Event of Default"):

         Section 10.01. Payments. Any Borrower shall fail to pay when due
(including, without limitation, by mandatory prepayment) any principal, or any
Borrower shall fail to pay any interest, fees or other amount payable

                                      -78-
<PAGE>

in respect of any Obligation and such failure to pay interest, fees or other
amounts continues for five (5) days after the date such amount becomes due;

         Section 10.02. Covenants Without Notice. Any Borrower shall fail to
observe or perform any covenant or agreement contained in Sections 8.01, 8.05,
8.07, 8.08, 8.09, 8.10 or Article IX;

         Section 10.03. Other Covenants. Any Credit Party shall fail to observe
or perform any covenant or agreement contained in this Agreement, other than
those referred to in Sections 10.01 and 10.02, or in any other Credit Document
and, if capable of being remedied, such failure shall remain unremedied for 30
days after the earlier of (i) any Borrower's obtaining knowledge thereof, or
(ii) written notice thereof shall have been given to the Borrower Representative
by the Administrative Agent or any Lender;

         Section 10.04. Representations. Any representation or warranty made or
deemed to be made by any Credit Party or by any of its officers under this
Agreement or any other Credit Document (including the Schedules attached
thereto), or any certificate or other document submitted to the Administrative
Agent or the Lenders by any such Person pursuant to the terms of this Agreement
or any other Credit Document, shall be incorrect in any material respect when
made or deemed to be made or submitted;

         Section 10.05. Non-Payments of Other Indebtedness. Any Consolidated
Company shall fail to make when due (whether at stated maturity, by
acceleration, on demand or otherwise, and after giving effect to any applicable
grace period) any payment of principal of or interest on any Indebtedness (other
than the Obligations) with an aggregate outstanding or committed principal
amount of $500,000 or more;

         Section 10.06. Defaults Under Other Agreements. Any Consolidated
Company shall fail to observe or perform within any applicable grace period or
fails to secure a waiver regarding any covenants or agreements contained in any
agreements or instruments relating to any Subordinated Debt or any other
Indebtedness with an aggregate outstanding or committed principal amount of
$500,000 or more, or any other event shall occur if the effect of such failure
or other event is to accelerate, or to permit the holder of such Subordinated
Debt or such other Indebtedness or any other Person to accelerate, the maturity
of such Indebtedness; or any Subordinated Debt or any such other Indebtedness
shall be required to be prepaid (other than by a regularly scheduled required
prepayment) in whole or in part prior to its stated maturity;

         Section 10.07. Bankruptcy. Any Credit Party shall commence a voluntary
case concerning itself under the Bankruptcy Code or applicable foreign
bankruptcy laws, or an involuntary case for bankruptcy (or a petition for a
receiving order) is commenced against any Credit Party and the petition is not
controverted within 10 days, or is not dismissed within 60 days, after
commencement of the case, or a custodian, trustee, interim receiver or
coordinator (as defined in the Bankruptcy Code), or if any Person presents a
petition for the winding up (which is not discharged) or for the administration
of any Credit Party under applicable foreign bankruptcy laws or any such order
is mad, or if a sequestrator, trustee in bankruptcy, administrative receiver,
manager receiver, administrator or similar official under applicable foreign
bankruptcy laws is appointed for, or takes charge of, all or any substantial
part of the property of any Credit Party; or any Credit Party commences
proceedings to be granted a suspension of payments or any other proceeding under
any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction,
whether now or hereafter in effect, relating to any Credit Party or there is
commenced against any Credit Party any such proceeding which remains undismissed
for a period of 60 days; or any Credit Party is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or any Credit Party suffers any appointment of any
custodian or the like for it or any substantial part of its property to continue
undischarged or unstayed for a period of 60 days; or any Credit Party makes a
general assignment for the benefit of creditors; or any Credit Party shall fail
to pay, or shall state that it is unable to pay, or shall be unable to pay, its
debts generally as they become due; or any Credit Party shall call a meeting of
its creditors with a view to arranging a composition or adjustment of its debts;
or any Credit Party shall by any act or failure to act indicate its consent to,
approval of or acquiescence in any of the foregoing- or any corporate action is
taken by any Credit Party for the purpose of effecting any of the foregoing;

                                      -79-
<PAGE>

         Section 10.08. ERISA. A Plan or Foreign Plan of a Consolidated Company
or a Plan subject to Title IV of ERISA of any of its ERISA Affiliates:

                           (i) shall fail to be funded in accordance with the
         minimum funding standard required by applicable law, the terms of such
         Plan or Foreign Plan, Section 412 of the Tax Code or Section 302 of
         ERISA for any plan year or a waiver of such standard is sought or
         granted with respect to such Plan or Foreign Plan under applicable law,
         the terms of such Plan or Foreign Plan or Section 412 of the Tax Code
         or Section 303 of ERISA; or

                           (ii) is being, or has been, terminated or the subject
         of termination proceedings under applicable law or the terms of such
         Plan or Foreign Plan; or

                           (iii) shall require a Consolidated Company to provide
         security under applicable law, the terms of such Plan or Foreign Plan,
         Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or

                           (iv) results in a liability to a Consolidated Company
         under applicable law, the terms of such Plan or Foreign Plan, or Title
         IV of ERISA;

and there shall result from any such failure, waiver, termination or other event
a liability to the PBGC (or any similar Person with respect to any Foreign Plan)
or a Plan that could have a Materially Adverse Effect.

         Section 10.09. Judgment. A final judgment or order for the payment of
damages (a) in an uninsured amount equal to $1,000,000 or more, (b) in an
insured amount equal to $5,000,000 or more, or (iii) otherwise having a
Materially Adverse Effect, shall be rendered against any Consolidated Company
and in either case such judgment or order shall continue unsatisfied (in the
case of a money judgment) and in effect for a period of 30 days during which
execution shall not be effectively stayed or deferred (whether by action of a
court, by agreement or otherwise).

         Section 10.10. Change in Control; A Change in Control shall occur;

         Section 10.11. Default Under Other Credit Documents. There shall exist
or occur any "Event of Default" as provided under the terms of any other Credit
Document, or any Credit Document ceases to be in full force and effect or the
validity or enforceability thereof is disaffirmed by or on behalf of any Credit
Party, or at any time it is or becomes unlawful for any Credit Party to perform
or comply with its obligations under any Credit Document or the obligations of
any Credit Party under any Credit Document are not or cease to be legal, valid
and binding on such Credit Party;

         Section 10.12. Default under Subordinated Debt. There shall exist or
occur any "Event of Default" or comparable event as provided in documents
related to the Subordinated Debt incurred pursuant to Section 8.10 or the
Subordination Agreement ceases to be in full force and effect or the validity or
enforceability thereof is disaffirmed by or on behalf of any subordinated lender
party thereto, or any Obligations fails to constitute "senior debt" for purposes
of the Subordination Agreement;

         Section 10.13. Attachments. An attachment or similar action shall be
made on or taken against any of the assets of any Consolidated Company with an
aggregate value of $500,000 or more";

then, and in any such event, and at any time thereafter if any Event of Default
shall then be continuing, the Administrative Agent may, and upon the written
request of the Required Lenders, shall take any or all of the following actions,
without prejudice to the rights of the Administrative Agent, any Lender or the
holder of any Note to enforce its claims against the Borrowers: (i) declare the
Commitments terminated, whereupon the Commitments of each Lender shall terminate
immediately and any accrued Revolving Credit Commitment Fee shall forthwith
become due and payable without any other notice of any kind; and (ii) declare
the principal of and any accrued interest on the Loans, and all other
Obligations owing hereunder, to be, whereupon the same shall become,

                                      -80-
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forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by each Borrower; provided, however,
that if an Event of Default specified in Section 10.07 shall occur, all
Commitments shall automatically terminate and all Obligations shall
automatically become due and payable, without declaration, demand or notice by
the Administrative Agent or any Lenders. Upon the termination of the
Commitments, the Borrower shall immediately deposit cash collateral with the
Issuing Banks into the Cash Collateral Account in an amount equal to the then
outstanding L/C Obligations. In addition, if any Event of Default shall have
occurred and be continuing, the Administrative Agent may, and upon the written
request of the Required Lenders, shall exercise all remedies contained in the
Collateral Documents.

                                   ARTICLE XI.

            ADMINISTRATIVE AGENT, ISSUING BANK AND SWING LINE LENDER

         Section 11.01. Appointment of Administrative Agent. Each Lender hereby
designates SunTrust as Administrative Agent to administer all matters concerning
the Commitments and the Loans and to act as herein specified or as specified in
any other Credit Document. Each Lender hereby irrevocably authorizes, and each
holder of any Note by the acceptance of a Note shall be deemed irrevocably to
authorize, the Administrative Agent to take such actions on its behalf under the
provisions of this Agreement, the other Credit Documents, and all other
instruments and agreements referred to herein or therein, and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of the Administrative Agent by the terms hereof and
thereof and such other powers as are reasonably incidental thereto. The
Administrative Agent may perform any of its duties hereunder by or through its
agents or employees.

         Section 11.02. Appointment of Issuing Banks. Each Revolving Lender
hereby designates SunTrust as the Domestic Issuing Bank to issue Domestic L/Cs,
hold a Cash Collateral Account and to act as herein specified. Each Sterling
Revolving Lender hereby designates SunTrust as the UK Issuing Bank to issue
Sterling L/Cs, hold a Cash Collateral Account and to act as herein specified.
Each Revolving Lender hereby irrevocably authorizes, and each holder of any
Revolving Credit Note by the acceptance of a Revolving Credit Note shall be
deemed irrevocably to authorize, each Issuing Bank to take such actions on its
behalf under the provisions of this Agreement, the other Credit Documents, and
all other instruments and agreements referred to herein or therein, and to
exercise such powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of each such Issuing Bank by the terms
hereof and thereof and such other powers as are reasonably incidental thereto.
Each Issuing Bank may perform any of its duties hereunder by or through its
agents or employees.

         Section 11.03. Appointment of Swingline Lenders. Each Domestic
Revolving Lender hereby designates SunTrust as the Domestic Swingline Lender to
make Domestic Swingline Loans and to act as herein specified. Each Revolving
Lender hereby designates SunTrust as the UK Swingline Lender to make Sterling
Swingline Loans and to act as herein specified. Each Sterling Revolving Lender
hereby irrevocably authorizes, and each holder of any Revolving Credit Note by
the acceptance of a Revolving Credit Note shall be deemed irrevocably to
authorize, the respective Swingline Lenders to take such actions on its behalf
under the provisions of this Agreement, the other Credit Documents, and all
other instruments and agreements referred to herein or therein, and to exercise
such powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of each such Swingline Lender by the terms
hereof and thereof and such other powers as are reasonably incidental thereto.
Each Swingline Lender may perform any of its duties hereunder by or through its
agents or employees.

         Section 11.04. Nature of Duties of Administrative Agent, Issuing Banks
and Swingline Lenders. The Administrative Agent, the Issuing Banks and Swingline
Lenders shall have no duties or responsibilities except those expressly set
forth in this Agreement and the other Credit Documents. Neither the
Administrative Agent, the Issuing Banks, the Swingline Lenders nor any of their
respective officers, directors, employees or agents shall be liable for any
action taken or omitted by it as such hereunder or in connection herewith,
unless caused by its or their

                                      -81-
<PAGE>

gross negligence or willful misconduct. The duties of the Administrative Agent,
the Issuing Banks and Swingline Lenders shall be ministerial and administrative
in nature. The Administrative Agent, the Issuing Banks and Swingline Lenders
shall not have by reason of this Agreement a fiduciary relationship in respect
of any Lender; and nothing in this Agreement, express or implied, is intended to
or shall be so construed as to impose upon the Administrative Agent, the Issuing
Banks or the Swingline Lenders any obligations in respect of this Agreement or
the other Credit Documents except as expressly set forth herein.

         Section 11.05. Lack of Reliance on the Administrative Agent, the
Issuing Banks and the Swingline Lenders.

                  (a) Independently and without reliance upon the Administrative
Agent, the Issuing Banks or the Swingline Lenders, each Lender, to the extent it
deems appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Consolidated
Companies in connection with the taking or not taking of any action in
connection herewith, and (ii) its own appraisal of the creditworthiness of the
Consolidated Companies, and, except as expressly provided in this Agreement,
neither the Administrative Agent, the Issuing Banks nor the Swingline Lenders
shall have any duty or responsibility, either initially or on a continuing
basis, to provide any Lender with any credit or other information with respect
thereto, whether coming into its possession before the making of any Loans, the
purchasing of participations in any L/C or any Swingline Loan, or at any time or
times thereafter.

                  (b) Neither the Administrative Agent, the Issuing Banks nor
the Swingline Lenders shall be responsible to any Lender for any recitals,
statements, information, representations or warranties herein or in any
document, certificate or other writing delivered in connection herewith or for
the execution, effectiveness, genuineness, validity, enforceability,
collectibility, priority or sufficiency of this Agreement, the Notes, and the
other Credit Documents, or any other documents contemplated hereby or thereby,
or the financial condition of the Consolidated Companies, or be required to make
any inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of this Agreement, the Notes, and the other Credit
Documents, or the other documents contemplated hereby or thereby, or the
financial condition of the Consolidated Companies, or the existence or possible
existence of any Default or Event of Default.

         Section 11.06. Certain Rights of the Administrative Agent, the Issuing
Banks and the Swingline Lenders. If the Administrative Agent, the Issuing Banks
or the Swingline Lenders shall request instructions or consent from the Lenders
or Required Lenders with respect to any action or actions (including the failure
to act) in connection with this Agreement where such instructions or consent are
required or provided for in this Agreement, the Administrative Agent, the
Issuing Banks or the Swingline Lenders, as the case may be, shall be entitled to
refrain from such act or taking such act, unless and until it shall have
received such instructions or consent from such Lenders; and neither the
Administrative Agent, any Issuing Bank nor any Swingline Lender shall incur
liability to any Person by reason of so refraining. Without limiting the
foregoing, no Lender shall have any right of action whatsoever against the
Administrative Agent, the Issuing Banks nor the Swingline Lenders, as a result
of the Administrative Agent, the Issuing Banks or the Swingline Lenders acting
or refraining from acting hereunder in accordance with the instructions or
consent of any Lender, all Lenders or the Required Lenders where such
instructions or consent are required or provided for by this Agreement. In the
absence of any express provision as to instructions or consent of any or all
Lenders or Required Lenders, the Administrative Agent, the Swingline Lenders and
the Issuing Banks may request instructions or consent from the Required Lenders
and, if so requested, shall be entitled to refrain from acting or taking such
acts unless and until it shall have received such instructions or consent, shall
have no liability to any Lender, and shall be fully protected in acting or
refraining from acting hereunder in accordance with instructions or consent of
the Required Lenders.

         Section 11.07. Reliance by Administrative Agent, Issuing Bank and the
Swingline Lender. The Administrative Agent, the Issuing Banks and the Swingline
Lenders shall be entitled to rely, and shall be fully protected in relying, upon
any note, writing, resolution, notice, statement, certificate, telex, teletype
or telecopier message, cable gram, radiogram, order or other documentary,
teletransmission or telephone message believed by it to be genuine and correct
and to have been signed, sent or made by the proper Person. The Administrative
Agent, the Issuing Banks and the Swingline Lenders may consult with legal
counsel (including counsel for the Borrowers),

                                      -82-
<PAGE>

independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts.

         Section 11.08. Indemnification of Administrative Agent, the Issuing
Banks and the Swingline Lenders.

                  (a) To the extent the Administrative Agent is not reimbursed
and indemnified by the Domestic Borrower, each Lender will reimburse and
indemnify the Administrative Agent, ratably according to the Commitments and
outstanding Loans held by each Lender, for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including counsel fees and disbursements) or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by or asserted against
the Administrative Agent in performing its duties hereunder, in any way relating
to or arising out of this Agreement or the other Credit Documents; provided,
that no Lender shall be liable to the Administrative Agent for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Administrative
Agent's gross negligence or willful misconduct.

                  (b) To the extent the Domestic Issuing Bank is not reimbursed
and indemnified by the Domestic Borrower and the UK Issuing Bank is not
reimbursed by the Sterling Borrower, each Domestic Revolving Lender will
reimburse and indemnify the Domestic Issuing Bank and each Sterling Revolving
Lender will reimburse and indemnify the Sterling Issuing Bank, ratably according
to the respective Revolving Credit Commitments and outstanding Revolving Loans
held by each such Revolving Lender, for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including counsel fees and disbursements) or disbursements of any kind
or nature whatsoever which may be imposed on, incurred by or asserted against
such Issuing Bank in performing its duties hereunder, in any way relating to or
arising out of this Agreement or the other Credit Documents; provided that no
Revolving Lender shall be liable to any Issuing Bank for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Issuing Bank's gross
negligence or willful misconduct.

                  (c) To the extent the Domestic Swingline Lender is not
reimbursed and indemnified by the Domestic Borrower and the UK Swingline Lender
is not reimbursed and indemnified by the Sterling Borrower, each Domestic
Revolving Lender will reimburse and indemnify the Domestic Swingline Lender and
each Sterling Revolving Lender will reimburse and indemnify the Sterling
Swingline Lender, ratably according to the respective Revolving Credit
Commitments and outstanding Revolving Loans held by each such Revolving Lender,
for and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including counsel fees
and disbursements) or disbursements of any kind or nature whatsoever which may
be imposed on, incurred by or asserted against such Swingline Lender in
performing its duties hereunder, in any way relating to or arising out of this
Agreement or the other Credit Documents; provided, that no Revolving Lender
shall be liable to any Swingline Lender for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Swingline Lender's gross
negligence or willful misconduct.

         Section 11.09. The Administrative Agent, the Issuing Banks and the
Swingline Lenders in Their Individual Capacities. With respect to its obligation
to lend under this Agreement, the Loans made by it, the L/Cs issued by it or in
which it purchases a participation, and the Notes issued to it, the
Administrative Agent, the Issuing Banks and the Swingline Lenders shall have the
same rights and powers hereunder as any other Lender or holder of a Note and may
exercise the same as though it were not performing the duties specified herein;
and the terms "Lenders", "Required Lenders", "holders of Notes", or any similar
terms shall, unless the context clearly otherwise indicates, include the
Administrative Agent, the Issuing Banks and the Swingline Lenders in their
individual capacities. The Administrative Agent, the Swingline Lenders and the
Issuing Banks may accept deposits from, lend money to, and generally engage in
any kind of banking, trust, financial advisory or other business with the
Consolidated Companies or any affiliate of the Consolidated Companies as if it
were not performing the duties specified herein, including without limitation
purchasing and holding the Subordinated Notes, and may accept fees and other
consideration from the Consolidated Companies for services in connection with
this Agreement, and otherwise without having to account for the same to the
Lenders.

                                      -83-
<PAGE>

         Section 11.10. Holders of Notes. The Administrative Agent may deem and
treat the payee of any Note as the owner thereof for all purposes hereof unless
and until a written notice of the assignment or transfer thereof shall have been
filed with the Administrative Agent. Any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note or of any Note or Notes
issued in exchange therefor.

         Section 11.11. Successor Administrative Agent.

                  (a) The Administrative Agent may resign at any time by giving
written notice thereof to the Lenders and the Borrower Representative. Upon any
such resignation, the Required Lenders shall have the right, upon five days'
notice to the Borrower Representative, to appoint a successor Administrative
Agent. If no successor Administrative Agent shall have been so appointed and
shall have accepted such appointment within 30 days after the retiring
Administrative Agent's giving of notice of resignation, then, upon five days'
notice to the Borrower Representative, the retiring Administrative Agent may, on
behalf of the Lenders, appoint a successor Administrative Agent, which shall be
a bank which maintains an office in the United States, or a commercial bank
organized under the laws of the United States of America or any State thereof,
or any Affiliate of such bank, having a combined capital and surplus of at least
$500,000,000.

                  (b) Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations under this Agreement. After any retiring Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of this
Article XI shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Administrative Agent under this Agreement.

                                  ARTICLE XII.

                                  MISCELLANEOUS

         Section 12.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, telex, telecopy
or similar teletransmission or writing), shall be in the English language, and
shall be given to such party at its address or applicable teletransmission
number set forth on the signature pages hereof, or such other address or
applicable teletransmission number as such party may hereafter specify by notice
to the Administrative Agent and each Borrower. Each such notice, request or
other communication shall be effective (i) if given by telex, when such telex is
transmitted to the telex number specified in this Section and the appropriate
answer back is received, (ii) if given by mail, five Business Days after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, (iii) if given by telecopy, when such telecopy is
transmitted to the telecopy number specified in this Section and the appropriate
confirmation is received, (iv) if given by a reputable overnight courier
service, the Business Day after such communication is delivered to such courier
device for overnight delivery, or (v) if given by any other means (including,
without limitation, by air courier), when delivered or received at the address
specified in this Section; provided that notices to the Administrative Agent
shall not be effective until received.

         Section 12.02. Amendments, Etc. No amendment or waiver of any provision
of this Agreement or the other Credit Documents, nor consent to any departure by
the Borrowers therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Required Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no amendment, waiver or consent
shall, unless in writing and signed by all of the Lenders do any of the
following at any time: (i) waive any of the conditions specified in Section
6.01, (ii) change any of the provisions of the

                                      -84-
<PAGE>

definition of "Required Lenders" or any other provision of any Credit Documents
specifying the number, percentage or type of Lenders required to waive, amend or
modify any rights thereunder or make any determination or grant any consent
thereunder, (iii) release any Guarantor, or reduce or limit the obligations of
any Guarantor under any Guaranty Agreements or otherwise limit such Guarantor's
liability with respect to the Obligations owing to the Administrative Agent, the
Issuing Banks, the Swingline Lenders and the Lenders, (iv) release any material
portion of the Collateral in any transaction or series of related transactions,
(v) amend this Section 12.02 or Section 12.06, or (vi) change Section 5.10 in
any manner that would alter the pro rata sharing of the payments required
thereby, provided, further, that no amendment, waiver or consent shall, unless
in writing and signed by the Required Lenders and each Revolving Lender, Term A
Lender or Term B Lender, as the case may be, that is directly affected by such
amendment, waiver or consent, (i) increase the Commitments of such Lender, (ii)
reduce the principal of, or interest on, the Notes held by such Lender or any
fees or other amounts payable hereunder to such Lender, (iii) postpone the
maturity of any Loan or the termination of any Commitment, (iv) postpone, waive
or excuse any scheduled date for any payment of principal of, or interest on,
the Notes held by such Lender or any fees or other amounts payable hereunder to
such Lender, or (iv) change the order of application of any prepayments as set
forth in Section 5.08(e)(f) or (g) in any manner that adversely affects such
Lender; provided, further that no amendment, waiver or consent shall, unless in
writing and signed by the Issuing Banks, in addition to the Lenders required
above to take such action, affect the rights or obligations of the Issuing Banks
under this Agreement; provided, further that no amendment, waiver or consent
shall, unless in writing and signed by the Swingline Lenders, in addition to the
Lenders required above to take such action, affect the rights or obligations of
the Swingline Lenders under this Agreement; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by
Administrative Agent in addition to the Lenders required above to take such
action, affect the rights or duties of Administrative Agent under this Agreement
or the other Credit Documents. If any Borrower or any of its Subsidiaries sells,
leases or otherwise disposes of any property that constitutes Collateral and
such sale, lease or other disposition is permitted under Section 9.03, the Lien
on such Collateral in favor of the Administrative Agent for the benefit of the
Lenders shall be automatically released and the Administrative Agent shall, upon
the reasonable request and at the expense of the Borrowers, and without the
necessity of any consent of the Lenders, execute and deliver such releases, lien
terminations and other documents as the Borrowers shall reasonably request to
evidence the release of such Liens.

         Section 12.03. No Waiver; Remedies Cumulative. No failure or delay on
the part of the Administrative Agent, any Lender or any holder of a Note in
exercising any right or remedy hereunder or any other Credit Document, and no
course of dealing between any Borrower and the Administrative Agent, any Lender
or the holder of any Note shall operate as a waiver thereof, nor shall any
single or partial exercise of any right or remedy hereunder or any other Credit
Document preclude any other or further exercise thereof or the exercise of any
other right or remedy hereunder or thereunder. The rights and remedies herein
expressly provided are cumulative and not exclusive of any rights or remedies
which the Administrative Agent, any Lender or the holder of any Note would
otherwise have. No notice to or demand on any Borrower not required hereunder or
any other Credit Document in any case shall entitle any Borrower to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Administrative Agent, the Lenders or the holder of
any Note to any other or further action in any circumstances without notice or
demand.

         Section 12.04.    Payment of Expenses, Etc.  The Borrowers agree to:

                           (i) whether or not the transactions hereby
         contemplated are consummated, pay all reasonable, out-of-pocket costs
         and expenses of the Administrative Agent and the Arranger in the
         administration (both before and after the execution hereof and
         including advice of counsel as to the rights and duties of the
         Administrative Agent and the Lenders with respect thereto) of, and in
         connection with the preparation, execution and delivery of,
         preservation of rights under, enforcement of, and refinancing,
         renegotiation or restructuring of, this Agreement and the other Credit
         Documents and the documents and instruments referred to therein, and
         any amendment, waiver or consent relating thereto (including, without
         limitation, the reasonable fees and disbursements of counsel for the
         Administrative Agent), and in the case of enforcement of this Agreement
         or any Credit Document, all such reasonable, out-of-pocket costs and
         expenses (including, without limitation, the reasonable fees and
         disbursements of counsel) for any of the Lenders;

                                      -85-
<PAGE>

                           (ii) pay and hold each of the Administrative Agent,
         the Lenders, the Swingline Lenders and the Issuing Banks harmless from
         and against any and all present and future stamp, documentary, and
         other similar Taxes with respect to this Agreement, the Notes, the
         L/Cs, the other Credit Documents, the Collateral and any payments due
         thereunder, and save the Administrative Agent, each Lender, the
         Swingline Lender and the Issuing Bank harmless from and against any and
         all liabilities with respect to or resulting from any delay or omission
         to pay such Taxes;

                           (iii) indemnify the Administrative Agent, the
         Arranger, the Issuing Banks, the Swingline Lenders, the Lenders and
         their respective officers, directors, employees, representatives and
         agents (whether or not any of them is designated a party thereto) (an
         "Indemnitee") from, and hold each of them harmless against, any and all
         costs, losses, liabilities, claims, damages or expenses incurred by any
         of them arising out of or by reason of any investigation, litigation or
         other proceeding related to any actual or proposed use of the proceeds
         of any of the Loans or L/Cs or Borrowers' entering into and performing
         of the Agreement, the Notes or the other Credit Documents, including,
         without limitation, the reasonable fees and disbursements of counsel
         (including foreign counsel) incurred in connection with any such
         investigation, litigation or other proceeding; provided, however, the
         Borrowers shall not be obligated to indemnify any Indemnitee for any of
         the foregoing arising solely out of such Indemnitee's gross negligence
         or willful misconduct or solely from the breach by such Indemnitee of
         its obligations hereunder.

                           (iv) without limiting the indemnities set forth in
         subsection (iii) above, indemnify each Indemnitee for any and all
         expenses and costs (including without limitation, remedial, removal,
         response, abatement, cleanup, investigative, closure and monitoring
         costs), losses, claims (including claims for contribution or indemnity
         and including the cost of investigating or defending any claim and
         whether or not such claim is ultimately defeated, and whether such
         claim arose before, during or after Borrowers' ownership, operation,
         possession or control of its business, property or facilities or
         before, on or after the date hereof, and including also any amounts
         paid incidental to any compromise or settlement by the Indemnitee or
         Indemnitees to the holders of any such claim), lawsuits, liabilities,
         obligations, actions, judgments, suits, disbursements, encumbrances,
         liens, damages (including without limitation damages for contamination
         or destruction of natural resources), penalties and fines of any kind
         or nature whatsoever (including without limitation in all cases the
         reasonable fees, other charges and disbursements of counsel in
         connection therewith) incurred, suffered or sustained by that
         Indemnitee based upon, arising under or relating to Environmental Laws
         based on, arising out of or relating to in whole or in part, the
         existence or exercise of any rights or remedies by any Indemnitee under
         this Agreement, any other Credit Document or any related documents.

If and to the extent that the obligations of the Borrowers under this Section
12.04 are unenforceable for any reason, the Borrowers hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations which
is permissible under applicable law.

         Section 12.05. Right of Setoff. In addition to and not in limitation of
all rights of offset that any Lender or other holder of a Note may have under
applicable law, each Lender or other holder of a Note shall, upon the occurrence
and during the continuance of any Event of Default and whether or not such
Lender or such holder has made any demand to any Credit Party or any Borrower's
obligations are matured, have the right to appropriate and apply to the payment
of Borrowers' obligations hereunder and the other Credit Documents, all deposits
of all Borrowers (general or special, time or demand, provisional or final) then
or thereafter held by and other indebtedness or property then or thereafter
owing by such Lender or other holder to the Borrowers, whether or not related to
this Agreement or any transaction hereunder, and whether or not the obligations
of the Borrowers under the Credit Documents are payable in the same currency as
any such deposits, indebtedness or property.

         Section 12.06. Benefit of Agreement.

                  (a) This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto, provided that no Borrower may assign or transfer any of its
interest hereunder without the prior written consent of the Lenders.

                                      -86-
<PAGE>

                  (b) Any Lender may make, carry or transfer Loans at, to or for
the account of, any of its branch offices or the office of an Affiliate of such
Lender.

                  (c) Each Lender may assign all or a portion of its interests,
rights and obligations under this Agreement (including all or a portion of any
of its Commitments, the Loans owing to it, its participations in the L/C
Obligations and the Swingline Loans, and the Notes held by it) to any Eligible
Assignee; provided, however, that (i) the Administrative Agent and, so long as
no Event of Default has occurred and is continuing, the Borrower Representative
must give their prior written consent to such assignment, which consents shall
not be unreasonably withheld or delayed, (ii) the aggregate principal amount of
the Revolving Credit Commitment or any Term A Loan assigned (determined as of
the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall be in a minimum amount of the
Sterling Equivalent of $1,000,000 and in integral multiples of the Sterling
Equivalent of $1,000,000, or any Term B Loan assigned (determined as of the date
of the Assignment and Acceptance with respect to such assignment is delivered to
the Administrative Agent) shall be in a minimum amount of $1,000,000 and in
integral multiples of $1,000,000, (iii) such assigning Lender shall assign a
proportionate share of all of its rights and obligations with respect thereto,
and (iv) the parties to each such assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with Note or Notes
subject to such assignment and a processing and recordation fee of $1,000 and
reasonable attorney fees paid by the assigning Lender or the assignee Lender;
provided, further, that the minimum amounts required in clause (ii) above shall
not apply to any assignments made (x) at any time an Event of Default has
occurred and is continuing, (y) by a Lender assigning the entire amount of its
Revolving Credit Commitment (including its Domestic Revolving Loans, Sterling
Revolving Loans, Revolving Credit Notes and its participations in any L/C
Obligations and Swingline Loans) or its Term A Loans, or its Term B Loans, or
(z) by a Lender assigning any portion of its Revolving Credit Commitment
(including its Revolving Loans, Revolving Credit Notes and its participations in
any L/C Obligations and Swingline Loans) or its Term A Loans or its Term B Loans
to one of its Affiliates or to a Person that is already a Lender under this
Agreement prior to giving effect to such assignment. 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, the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement. Within five (5) Business Days after receipt of the
notice and the Assignment and Acceptance, each Borrower, as applicable, at its
own expense, shall execute and deliver to the Administrative Agent, in exchange
for the surrendered Note or Notes, a new Note or Notes to the order of such
assignee in a principal amount equal to the applicable Revolving Credit
Commitment, Term A Loan or Term B Loan, as the case may be, assumed by it
pursuant to such Assignment and Acceptance and new Note or Notes to the
assigning Lender in the amount of its retained Revolving Credit Commitment and
Loans. Such new Note or Notes shall be in an aggregate principal amount equal to
the aggregate principal amount of such surrendered Note or Notes, shall be dated
the date of the surrendered Note or Notes which they replace, and shall
otherwise be in substantially the form attached hereto.

                  (d) Each Lender may, without the consent of, the Borrower
Representative and the Administrative Agent, sell participations to one or more
banks, financial institutions, insurance companies or other entities in all or a
portion of its rights and obligations under this Agreement (including all or a
portion of any of its Commitments, its Loans and its participation in L/C
Obligations and Swingline Loan and the Notes held by it); provided, however,
that (i) such Lender's obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations, (iii) the participating bank, financial
institution, insurance company or other entity shall not be entitled to the
benefit (except through its selling Lender) of the cost protection provisions
contained in Section 5.09, 5.12 through 5.17 or Section 5.19 of this Agreement,
and (iv) the Borrowers, the Borrower Representative, the Administrative Agent,
the Issuing Bank, the Swingline Lender and other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Credit Documents, and such Lender
shall retain the sole right to enforce the obligations of the Borrowers relating
to its Commitments, its Loans and its participation in L/C Obligations and
Swingline Loans. Any Lender or participant may, in connection with the
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 or the other Consolidated
Companies furnished to such Lender by or on behalf of such Borrower or any other
Consolidated Company.

                                      -87-
<PAGE>

                  (e) Any Lender may at any time assign all or any portion of
its rights in this Agreement and the Notes issued to it to a Federal Reserve
Bank; provided that no such assignment shall release any Lender from any of its
obligations hereunder.

         Section 12.07. Exchange of Notes; Lost Notes. At the option of the
holder of any Note, such Note may be exchanged for other Notes of the same type,
of like tenor and of any denominations, and of a like aggregate principal
amount, upon surrender of such Note to be exchanged at the address for notices
of the Borrower Representative. Whenever any Notes are so surrendered for
exchange, the Borrowers shall, at their own expense, execute and deliver the
Notes which the holder making the exchange is entitled to receive. Every Note
surrendered for exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer duly executed, by the holder of such Note or such
holder's attorney duly authorized in writing. Any Note or Notes issued in
exchange for any Note or upon transfer thereof shall carry the rights to unpaid
interest and interest to accrue which were carried by the Note so exchange or
transferred, so that neither gain nor loss of interest shall result from any
such transfer or exchange. Upon receipt of written notice from the holder of any
Note of the loss, theft, destruction or mutilation of such Note and, in the case
of any such loss, theft or destruction, upon receipt of such holder's unsecured
indemnity agreement, or in the case of any such mutilation upon surrender and
cancellation of such Note, the Borrowers will make and deliver a new Note, of
the same type and of like tenor, in lieu of the lost, stolen, destroyed or
mutilated Note.

         Section 12.08. Governing Law; Submission to Jurisdiction.

                  (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND UNDER THE NOTES SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF) OF THE STATE OF GEORGIA.

                  (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT, THE NOTES, OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN ANY COURT
OF THE STATE OF GEORGIA OR IN ANY COURT OF THE UNITED STATES OF AMERICA FOR THE
NORTHERN DISTRICT OF GEORGIA, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
EACH BORROWER HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND EACH BORROWER HEREBY
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN
SUCH RESPECTIVE JURISDICTIONS.

                  (c) EACH BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY
THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
TO EACH BORROWER AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS
AFTER SUCH MAILING.

                  (d) Nothing herein shall affect the right of the
Administrative Agent, the Issuing Banks, the Swingline Lenders, any Lender, any
holder of a Note or any Borrower to serve process in any other manner permitted
by law or to commence legal proceedings or otherwise proceed against any
Borrower in any other jurisdiction.

Each Borrower hereby irrevocably designates, appoints and empowers CT
Corporation System, whose present address is 1201 Peachtree Street, N.E.,
Atlanta, Georgia 30361, as its authorized agent to receive, for and on its
behalf and its property, service of process in the State of Georgia when and as
such legal actions or proceedings may be brought in the courts of the State of
Georgia or of the United States of America sitting in Georgia, and such service
of process shall be deemed complete upon the date of delivery thereof to such
agent whether or not such

                                      -88-
<PAGE>

agent gives notice thereof to such Borrower, or upon the earliest of any other
date permitted by applicable law. Each Borrower shall furnish the consent of CT
Corporation System so to act to the Administrative Agent on or prior to the
Closing Date. It is understood that a copy of said process served on such
Administrative Agent will as soon as practicable be forwarded to said Borrower,
at its address set forth below, but its failure to receive such copy shall not
affect in any way the service of said process on said agent as the agent of said
Borrower. Each Borrower irrevocably consents to the service of process out of
any of the aforementioned courts in any such action or proceeding by the mailing
of the copies thereof by certified mail, return receipt requested, postage
prepaid, to it at its address set forth herein, such service to become effective
upon the earlier of (i) the date 10 calendar days after such mailing or (ii) any
earlier date permitted by applicable law. Each Borrower agrees that it will at
all times continuously maintain an agent to receive service of process in the
State of Georgia on behalf of itself and its properties and in the event that,
for any reason, the agent named above or its successor shall no longer serve as
its agent to receive service of process in the State of Georgia on its behalf,
it shall promptly appoint a successor so to serve and shall advise the
Administrative Agent and the Lenders thereof (and shall furnish to the
Administrative Agent the consent of any successor agent so to act). Nothing in
this Section 12.08 shall affect the right of the Administrative Agent or any
Lender to bring proceedings against any Borrower in the courts of any other
jurisdiction or to serve process in any other manner permitted by applicable
law.

         Section 12.09. Independent Nature of Lenders' Rights. The amounts
payable at any time hereunder to each Lender shall be a separate and independent
debt, and each Lender shall be entitled to protect and enforce its rights
pursuant to this Agreement and its Notes, and it shall not be necessary for any
other Lender to be joined as an additional party in any proceeding for such
purpose.

         Section 12.10. Counterparts. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.

         Section 12.11. Survival. The obligations of the Borrowers under
Sections 5.12 through 5.16, 5.18, 5.19, 5.09(b) and 12.04 hereof shall survive
the payment in full of the Notes and the Term A Loan Maturity Date and Term B
Loan Maturity Date. All representations and warranties made herein and in the
other Credit Documents, in the certificates, reports, notices, and other
documents delivered pursuant to this Agreement shall survive the execution and
delivery of this Agreement and the other Credit Documents, the making of the
Loans and the issuance of the L/Cs and shall continue until the Notes are paid
in full and the Commitments are terminated.

         Section 12.12. Severability. In case any provision in or obligation
under this Agreement or the other Credit Documents shall be invalid, illegal or
unenforceable, in whole or in part, in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

         Section 12.13. Independence of Covenants. All covenants hereunder and
under the other Credit 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
limitation of, another covenant, shall not avoid the occurrence of a Default or
an Event of Default if such action is taken or condition exists.

         Section 12.14. Change in Accounting Principles, Fiscal Year or Tax
Laws. If (i) any preparation of the financial statements referred to in Section
8.07 hereafter occasioned by the promulgation of rules, regulations,
pronouncements and opinions by or required by the Financial Accounting Standards
Board or the American Institute of Certified Public Accountants (or successors
thereto or agencies with similar functions) result in a material change in the
method of calculation of financial covenants, standards or terms found in this
Agreement, (ii) there is any change in the Domestic Borrower's Fiscal Month,
Fiscal Quarter or Fiscal Year, or (iii) there is a material change in United
States or the United Kingdom tax laws which materially affects any of the
Consolidated Companies' ability to comply with the financial covenants,
standards or terms found in this Agreement, the parties agree to enter into
negotiations in order to amend such provisions so as to equitably reflect such
changes with the desired result that the criteria for evaluating any of the
Consolidated Companies' financial condition shall be the

                                      -89-
<PAGE>

same after such changes as if such changes had not been made. Unless and until
such provisions have been so amended, the provisions of this Agreement shall
govern.

         Section 12.15. Headings Descriptive; Entire Agreement. The headings of
the several sections and subsections of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement. This Agreement, the other Credit Documents, and
the agreements and documents required to be delivered pursuant to the terms of
this Agreement constitute the entire agreement among the parties hereto and
thereto regarding the subject matters hereof and thereof and supersede all prior
agreements, representations and understandings related to such subject matters

         Section 12.16. Maximum Interest Rate. Nothing contained in this
Agreement or any Note shall require the Borrowers to pay interest at a rate
exceeding the Maximum Permissible Rate. If interest payable to any Lender for
any period would exceed the Maximum Permissible Rate, such interest shall be
reduced automatically to the maximum amount that would not exceed the Maximum
Permissible Rate, and interest payable to any Lender for any subsequent period,
to the extent less than the Maximum Permissible Rate, shall, to that extent, be
increased by the aggregate amount of all such reductions.

         Section 12.17. Judgment Currency.

                  (a) The Credit Parties' obligations hereunder and the other
Credit Documents to make payments in a particular currency as the case may be
(the "Obligation Currency") shall not be discharged or satisfied by any tender
or recovery pursuant to any judgment expressed in or converted into any currency
other than the Obligation Currency, except to the extent that such tender or
recovery actually results in the effective receipt by the Administrative Agent
or a Lender of the full amount of the Obligation Currency expressed to be
payable to the Administrative Agent or such Lender under this Agreement or the
other Credit Documents. If for the purpose of obtaining or enforcing judgment
against any Borrower or other Credit Party in any court or in any jurisdiction,
it becomes necessary to convert into or from any currency other than the
Obligation Currency (such other currency being hereinafter referred to as the
"Judgment Currency") an amount due in the Obligation Currency, the conversion
shall be made, and the currency equivalent determined, in each case, as on the
day immediately preceding the day on which the judgment is given (such Business
Day being hereafter referred to as the "Judgment Currency Conversion Date").

                  (b) If there is a change in the rate of exchange prevailing
between the Judgment Currency Conversion Date and the date of actual payment of
the amount due, the Credit Parties covenant and agree to pay, or cause to be
paid, such additional amounts, if any (but in any event not a lesser amount), as
may be necessary to ensure that the amount paid in the Judgment Currency, when
converted at the rate of exchange quoted by the Administrative Agent at its
prevailing rate for such currency exchange on the date of payment, will produce
the amount of the Obligation Currency which could have been purchased with the
amount of Judgment Currency stipulated in the judgment or judicial award at the
rate of exchange prevailing on the Judgment Currency Conversion Date.

                  (c) For purposes of determining the currency equivalent for
this Section, such amounts shall include any premium and costs payable in
connection with the purchase of the Obligation Currency.

         Section 12.18. Dollar Equivalent Computations. Unless otherwise
provided herein, to the extent that the determination of compliance with any
requirement of this Agreement requires the conversion to US Dollars of foreign
currency amounts, such US Dollar amount shall be computed using the Dollar
Equivalent of the amount of such foreign currency at the time such item is to be
calculated or is to be or was incurred, created or suffered or permitted to
exist, or assumed or transferred or sold for purposes of this Agreement (except
if such item was incurred, created or assumed, or suffered or permitted to exist
or transferred or sold prior to the Initial Closing Date, such conversion shall
be made based on the Dollar Equivalent of the amounts of such foreign currency
at the date hereof).

                                      -90-
<PAGE>

         Section 12.19. Sterling Equivalent Computations. Unless otherwise
provided herein, to the extent that the determination of compliance with any
requirement of this Agreement requires the conversion to Sterling of US Dollar
amounts, such Sterling amount shall be computed using the Sterling Equivalent of
the amount of US Dollars at the time such item is to be calculated or is to be
or was incurred, created or suffered or permitted to exist, or assumed or
transferred or sold for purposes of this Agreement (except if such item was
incurred, created or assumed, or suffered or permitted to exist or transferred
or sold prior to the Initial Closing Date, such conversion shall be made based
on the Sterling Equivalent of the amounts of such US Dollars at the date
hereof).

         Section 12.20. Market Disruption. Notwithstanding the satisfaction of
all conditions referred to in this Article II with respect to any Loans in
Sterling, if there shall occur on or prior to the date of any such Loan any
change in national or international financial, political or economic conditions
or currency exchange rates or exchange controls which would in the reasonable
opinion of the Administrative Agent or any Lender make it impracticable for the
Loans to be denominated in Sterling, then the Administrative Agent shall
forthwith give notice thereof to Borrowers and the Lenders, and such Sterling
Loans shall not be denominated in Sterling but shall be made in Dollars, in an
aggregate principal amount equal to the Dollar Equivalent of the aggregate
principal amount specified in the related Borrowing Notice, as Revolving Loans,
unless the applicable Borrower notifies the Administrative Agent at least one
(1) Business Day before such date that it elects not to borrow on such date and
in an aggregate principal amount equal to the Dollar Equivalent of the aggregate
principal amount specified in the related Borrowing Notice.

                        [Signatures appear on next page]

                                      -91-
<PAGE>

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

<TABLE>
<S>                                                           <C>
Address for Notices:                                          CATALINA LIGHTING, INC.,
-------------------                                           as a Borrower

18191 N.W. 68th  Avenue
Miami, Florida  33015
Attention:   Thomas M. Bluth                                  By: /s/ Thomas M. Bluth
Telecopier:  305/556-4590                                         -------------------
                                                                  Name:  Thomas M. Bluth
                                                                  Title:  Secretary

Address for Notices:                                          CATALINA INTERNATIONAL PLC,
-------------------                                           as a Borrower

18191 N.W. 68th  Avenue
Miami, Florida  33015
Attention:   Thomas M. Bluth                                  By: /s/ Thomas M. Bluth
Telecopier:  305/556-4590                                         -------------------
                                                                  Name:   Thomas M. Bluth
                                                                  Title:  Director

Address for Notices:                                          RING LIMITED (formerly known as Ring PLC,
-------------------                                           as a Borrower

18191 N.W. 68th  Avenue
Miami, Florida  33015
Attention:   Thomas M. Bluth                                  By: /s/ Thomas M. Bluth
Telecopier:  305/556-4590                                         -------------------
                                                                  Name:   Thomas M. Bluth
                                                                  Title:  Director
</TABLE>

<PAGE>

<TABLE>
<S>                                                           <C>
Address for Notices:                                          SUNTRUST BANK,
--------------------                                          as Administrative Agent, as Domestic Issuing Bank,
                                                              as Domestic Swingline Lender, as UK Issuing Bank,
                                                              as UK Swingline Lender, and as a Lender

SunTrust Bank
501 East Las Olas Blvd.
7th Floor
Ft. Lauderdale, FL  33301                                     By:______________________________
Attention: Stephen Derby                                          Name:  _______________________
Telecopier: (954) 765-7240                                        Title:        _______________________

Administrative Agent's Payment Office:
-------------------------------------

303 Peachtree Street
SunTrust Plaza, 25th Floor
Atlanta, GA 30308
Attention:  Laura Harrison

Lending Office:
---------------

303 Peachtree Street
SunTrust Plaza, 25th Floor
Atlanta, GA 30308
Attention:  Laura Harrison

LIBOR Lending Office:
--------------------

303 Peachtree Street
SunTrust Plaza, 25th Floor
Atlanta, Georgia 30308
Attention:  Laura Harrison

Sterling Lending Office
-----------------------

303 Peachtree Street
SunTrust Plaza, 25th Floor
Atlanta, Georgia 30308
Attention:  Laura Harrison

Sterling Payment Office
------------------------

Barclays Bank PLC (SWIFT Code BARCGB22)
54 Lombard Street
London, EC4N 8JA England
Sort Code:  20-32-53
For the account of:  SunTrust Bank
Acct. No. 30847747
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                      AMOUNT                   PRO RATA SHARE
                                                                      ------                   --------------
<S>                                                               <C>                               <C>

REVOLVING CREDIT COMMITMENT, MADE UP OF:                          US $45,000,000                    100%


DOMESTIC REVOLVING CREDIT COMMITMENT                              US $20,000,000                    100%
STERLING REVOLVING CREDIT COMMITMENT                         The Sterling Equivalent                100%
                                                                of US $25,000,000

TERM A LOAN COMMITMENT                                    (pound)9,934,432.74 (the                  100%
                                                              Sterling Equivalent of
                                                                 US $15,000,000)

TERM B LOAN COMMITMENT                                           U.S. $15,000,000                   100%
</TABLE>

<PAGE>

                           ACKNOWLEDGMENT AND CONSENT
                                PARENT GUARANTOR

         The undersigned hereby acknowledges receipt of a copy of the foregoing
Amended and Restated Revolving Credit and Term Loan Agreement (the "Amendment";
capitalized terms used herein and not defined herein shall have the meanings
given to them in the Amendment), consents to the terms and provisions set forth
therein, and agrees that the Parent Guaranty, dated as of July 18, 2000, as
amended and supplemented through the date hereof (the "Parent Guaranty") made by
the undersigned, in favor of the Lenders, the Administrative Agent, the Domestic
Issuing Bank, the Domestic Swingline Lender, the U.K. Issuing Bank and the U.K.
Swingline Lender, will continue in full force and effect without diminution or
impairment notwithstanding the execution and delivery of the foregoing
Amendment. The undersigned further acknowledges and agrees that, upon
effectiveness of the foregoing Amendment and from and after the date thereof,
each reference in the Credit Agreement and all of the Credit Documents shall
mean and be a reference to the Credit Agreement and all other Credit Documents
as amended by the Amendment.

                                            CATALINA LIGHTING, INC., as
                                             Parent Guarantor

                                            By: /s/ Thomas M. Bluth
                                            ------------------------
                                            Name: Thomas M. Bluth
                                            Title: Secretary

<PAGE>

                           ACKNOWLEDGMENT AND CONSENT
                           HOLDINGS BORROWER GUARANTOR

         The undersigned hereby acknowledges receipt of a copy of the foregoing
Amended and Restated Revolving Credit and Term Loan Agreement (the "Amendment";
capitalized terms used herein and not defined herein shall have the meanings
given to them in the Amendment), consents to the terms and provisions set forth
therein, and agrees that the Holdings Borrower Guaranty, dated as of July 18,
2000, as amended and supplemented through the date hereof (the "Holdings
Borrower Guaranty") made by the undersigned, in favor of the Lenders, the
Administrative Agent, the Domestic Issuing Bank, the Domestic Swingline Lender,
the U.K. Issuing Bank and the U.K. Swingline Lender, will continue in full force
and effect without diminution or impairment notwithstanding the execution and
delivery of the foregoing Amendment. The undersigned further acknowledges and
agrees that, upon effectiveness of the foregoing Amendment and from and after
the date thereof, each reference in the Credit Agreement and all of the Credit
Documents shall mean and be a reference to the Credit Agreement and all other
Credit Documents as amended by the Amendment.

                                            CATALINA INTERNATIONAL PLC, as
                                            Holdings Borrower Guarantor

                                            By: /s/ Thomas M. Bluth
                                               --------------------
                                            Name:  Thomas M. Bluth
                                            Title: Director


<PAGE>


                           ACKNOWLEDGMENT AND CONSENT
                         DOMESTIC SUBSIDIARY GUARANTORS

         The undersigned hereby acknowledges receipt of a copy of the foregoing
Amended and Restated Revolving Credit and Term Loan Agreement (the "Amendment";
capitalized terms used herein and not defined herein shall have the meanings
given to them in the Amendment), consents to the terms and provisions set forth
therein, and agrees that the Domestic Subsidiary Guaranty, dated as of July 18,
2000, as amended and supplemented through the date hereof (the "Domestic
Subsidiary Guaranty") made by the undersigned, in favor of the Lenders, the
Administrative Agent, the Domestic Issuing Bank, the Domestic Swingline Lender,
the U.K. Issuing Bank and the U.K. Swingline Lender, will continue in full force
and effect without diminution or impairment notwithstanding the execution and
delivery of the foregoing Amendment. The undersigned further acknowledges and
agrees that, upon effectiveness of the foregoing Amendment and from and after
the date thereof, each reference in the Credit Agreement and all of the Credit
Documents shall mean and be a reference to the Credit Agreement and all other
Credit Documents as amended by the Amendment.

                                            EACH OF THE SUBSIDIARIES OF THE
                                            DOMESTIC BORROWER LISTED ON
                                            SCHEDULE 1 HERETO, as the Subsidiary
                                            Guarantors


                                            By: /s/ Thomas M. Bluth
                                               --------------------
                                            Name:  Thomas M. Bluth
                                            Title: Secretary

                                            CATALINA ADMINISTRATIVE CORPORATION,
                                            as a Subsidiary Guarantor

                                            By: /s/ Thomas M. Bluth
                                               --------------------
                                            Name:  Thomas M. Bluth
                                            Title: Assistant Secretary


<PAGE>

                                   SCHEDULE 1

                              SUBSIDIARY GUARANTORS

ANGEL STATION, INC., a Florida corporation
CATALINA INDUSTRIES, INC., a Florida corporation
CATALINA REAL ESTATE TRUST, INC., a Florida corporation
MERIDIAN LAMPS, INC., a Florida corporation
CATALINA LIGHTING ARGENTINA, INC., a Florida corporation
CATALINA MERCHANDISING, INC., a Florida corporation


<PAGE>


                                  SCHEDULE 3.01


                        TERM A LOAN AMORTIZATION SCHEDULE


                           To Begin September 30, 2000


Term Loan A:
-----------
                      Original Advance             (pound)9,934,432.74


                   Quarterly Payment   Annual Amount        Loan Balance
                   -----------------   -------------        ------------
Quarters 1-4      (pound)413,934.70   (pound)1,655,738.80   (pound)8,278,693.94

Quarters 5-8      (pound)455,328.17   (pound)1,821,312.68   (pound)6,457,381.26

Quarters 9-12     (pound)496,721.64   (pound)1,986,886.56   (pound)4,470,494.70

Quarters 13-16    (pound)538,115.11   (pound)2,152,460.44   (pound)2,318,034.26

Quarters 17-20    (pound)579,508.57   (pound)2,318,034.28          -(pound)0.02


<PAGE>


                                  SCHEDULE 4.01

                           To Begin September 30, 2000


Term Loan B Amortization Schedule:
---------------------------------



Quarters 1-4                $625,000

Quarters 5-8                $687,500

Quarters 9-12               $750,000

Quarters 13-16              $812,500

Quarters 17-20              $875,000







<PAGE>

                                  SCHEDULE 5.08


               US$ Benchmark           $15,000,000.00

                   Quarterly Payment   Annual Amount        Loan Balance
                   -----------------   -------------        ------------
Quarters 1-4       $625,000.00         $2,500,000.00        $ 12,500,000.00

Quarters 5-8       $687,500.00         $2,750,000.00        $  9,750,000.00

Quarters 9-12      $750,000.00         $3,000,000.00        $  6,750,000.00

Quarters 13-16     $812,500.00         $3,250,000.00        $  3,500,000.00

Quarters 17-20     $875,000.00         $3,500,000.00                  $0.00