EXHIBIT 10(p)


                                CREDIT AGREEMENT

                                   dated as of

                                December 19, 2000

                                      among

                            THE VALSPAR CORPORATION,
                          THE BANKS IDENTIFIED HEREIN,

                                       and

                              WACHOVIA BANK, N.A.,
                             as administrative agent

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                                TABLE OF CONTENTS
                            180-DAY CREDIT AGREEMENT

                                                                            Page

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01. Definitions......................................................1

SECTION 1.02. Accounting Terms and Determinations.............................15

SECTION 1.03. Use of Defined Terms............................................13

SECTION 1.04. Terminology.....................................................13

SECTION 1.05. References......................................................13


                                  ARTICLE II

                                  THE CREDITS

SECTION 2.01. Commitments to Make Syndicated Loans............................13

SECTION 2.02. Method of Borrowing Syndicated Loans............................14

SECTION 2.03. Money Market Loans..............................................16

SECTION 2.04. Notes...........................................................18

SECTION 2.05. Maturity of Loans...............................................22

SECTION 2.06. Interest Rates..................................................19

SECTION 2.07. Fees............................................................25

SECTION 2.08. Optional Termination or Reduction of Commitments................22

SECTION 2.09. Mandatory Termination of Commitments............................22

SECTION 2.10. Optional Prepayments............................................22

SECTION 2.11. Mandatory Prepayments...........................................27

SECTION 2.12. General Provisions as to Payments...............................23

SECTION 2.13. Computation of Interest and Fees................................29


                                  ARTICLE III

                           CONDITIONS TO BORROWINGS


SECTION 3.01. Conditions to Closing...........................................25

SECTION 3.02. Conditions to All Borrowings....................................26


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Corporate Existence and Power...................................32

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SECTION 4.02. Corporate and Governmental Authorization; No Contravention......32

SECTION 4.03. Binding Effect..................................................32

SECTION 4.04. Financial Information...........................................32

SECTION 4.05. No Litigation...................................................33

SECTION 4.06. Compliance with ERISA...........................................33

SECTION 4.07. Compliance with Laws; Payment of Taxes..........................33

SECTION 4.08. Subsidiaries....................................................33

SECTION 4.09. Investment Company Act..........................................33

SECTION 4.10. Public Utility Holding Company Act..............................34

SECTION 4.11. Ownership of Property; Liens....................................34

SECTION 4.12. No Default......................................................34

SECTION 4.13. Full Disclosure.................................................34

SECTION 4.14. Environmental Matters...........................................34

SECTION 4.15. Capital Stock...................................................35

SECTION 4.16. Margin Stock....................................................35

SECTION 4.17. Insolvency......................................................35


                                    ARTICLE V

                                    COVENANTS

SECTION 5.01. Information.....................................................35

SECTION 5.02. Inspection of Property, Books and Records.......................37

SECTION 5.03. Ratio of Consolidated Debt to Consolidated EBITDA...............37

SECTION 5.04. Minimum Shareholders' Equity....................................37

SECTION 5.05. Restricted Payments.............................................37

SECTION 5.06. Loans or Advances...............................................37

SECTION 5.07. Acquisitions....................................................38

SECTION 5.08. Negative Pledge.................................................38

SECTION 5.09. Maintenance of Existence........................................38

SECTION 5.10. Dissolution.....................................................39

SECTION 5.11. Consolidations, Mergers and Sales of Assets.....................39

SECTION 5.12. Use of Proceeds.................................................39

SECTION 5.13. Compliance with Laws; Payment of Taxes..........................39

SECTION 5.14. Insurance.......................................................40

SECTION 5.15. Change in Fiscal Year...........................................40

SECTION 5.16. Maintenance of Property.........................................40

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SECTION 5.17. Environmental Notices...........................................40

SECTION 5.18. Environmental Matters...........................................40

SECTION 5.19. Environmental Release...........................................40

SECTION 5.20. Transactions with Affiliates....................................40

SECTION 5.21. Limitation on Subsidiary Debt...................................40

SECTION 5.22. Material Subsidiaries...........................................41

SECTION 5.23. Delivery of Officer's Certificate and Resolutions...............41


                                  ARTICLE VI

                                   DEFAULTS

SECTION 6.01. Events of Default...............................................41

SECTION 6.02. Notice of Default...............................................43


                                  ARTICLE VII

                                   THE AGENT

SECTION 7.01. Appointment, Powers and Immunities..............................44

SECTION 7.02. Reliance by Agent...............................................44

SECTION 7.03. Defaults........................................................44

SECTION 7.04. Rights of Agent and its Affiliates as a Bank....................45

SECTION 7.05. Indemnification.................................................45

SECTION 7.06. Consequential Damages...........................................45

SECTION 7.07. Payee of Note Treated as Owner..................................46

SECTION 7.08. Non-Reliance on Agent and Other Banks...........................46

SECTION 7.09. Failure to Act..................................................46

SECTION 7.10. Resignation or Removal of Agent.................................46


                                 ARTICLE VIII

                     CHANGE IN CIRCUMSTANCES; COMPENSATION

SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair........47

SECTION 8.02. Illegality......................................................47

SECTION 8.03. Increased Cost and Reduced Return...............................48

SECTION 8.04. Base Rate Loans or Other Fixed Rate Loans Substituted for
              Affected Fixed Rate Loans.......................................49

SECTION 8.05. Compensation....................................................50

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SECTION 8.06. Failure to Pay in Foreign Currency..............................50

SECTION 8.07. Judgment Currency...............................................51


                                  ARTICLE IX

                                 MISCELLANEOUS

SECTION 9.01. Notices.........................................................51

SECTION 9.02. No Waivers......................................................51

SECTION 9.03. Expenses; Documentary Taxes; Indemnification....................51

SECTION 9.04. Setoffs; Sharing of Set-Offs....................................52

SECTION 9.05. Amendments and Waivers..........................................53

SECTION 9.06. Margin Stock Collateral.........................................53

SECTION 9.07. Successors and Assigns..........................................54

SECTION 9.08. Confidentiality.................................................56

SECTION 9.09. Representation by Banks.........................................56

SECTION 9.10. Obligations Several.............................................56

SECTION 9.11. Survival of Certain Obligations.................................56

SECTION 9.12. Georgia Law.....................................................56

SECTION 9.13. Severability....................................................56

SECTION 9.14. Interest........................................................56

SECTION 9.15. Interpretation..................................................57

SECTION 9.16. Consent to Jurisdiction.........................................57

SECTION 9.17. Counterparts....................................................57

SECTION 9.18. European Economic and Monetary Union............................57


Environmental Matters

EXHIBIT A         Form of Syndicated Dollar Note
EXHIBIT B         Form of Syndicated Foreign Currency Note
EXHIBIT C         Form of Money Market Note
EXHIBIT D         [Reserved]
EXHIBIT E         [Reserved]
EXHIBIT F         Form of Money Market Quote Request
EXHIBIT G         Form of Money Market Quote
EXHIBIT H         [Reserved]
EXHIBIT I         Form of Secretary's Certificate
EXHIBIT J         Form of Compliance Certificate
EXHIBIT K         Form of Assignment and Acceptance
EXHIBIT L         Form of Notice of Borrowing

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                                CREDIT AGREEMENT


                  AGREEMENT dated as of December 19, 2000 among THE VALSPAR
CORPORATION, the Banks identified herein, and WACHOVIA BANK, N.A., as
administrative agent.

                  The parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

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

                  "Acquisition" means any transaction pursuant to which the
Parent or any of its Subsidiaries directly or indirectly, in its own name or by
or through a nominee or an agent (a) acquires equity Securities (or warrants,
options or other rights to acquire such Securities) of any Person other than the
Parent or any Person which is not then a Subsidiary of the Parent, pursuant to a
solicitation of tenders therefor, or in one or more negotiated block, market or
other transactions not involving a tender offer, or a combination of any of the
foregoing, or (b) makes any Person a Subsidiary of the Parent, or causes any
Person other than a Subsidiary to be merged into the Parent or any of its
Subsidiaries, in any case pursuant to a merger, purchase of assets or any
reorganization providing for the delivery or issuance to the holders of such
Person's then outstanding Securities, in exchange for such Securities, of cash
or Securities of the Parent or any of its Subsidiaries, or a combination
thereof, or (c) purchases all or substantially all of the business or assets of
any Person.

                  "Adjusted IBOR Rate" has the meaning set forth in Section
2.06(d).

                  "Adjusted London Interbank Offered Rate" has the meaning set
forth in Section 2.06(c).

                  "Affiliate" of any Person means (i) any other Person which
directly, or indirectly through one or more intermediaries, controls such
Person, (ii) any other Person which directly, or indirectly through one or more
intermediaries, is controlled by or is under common control with such Person, or
(iii) any other Person of which such Person owns, directly or indirectly, 20% or
more of the common stock or equivalent equity interests. As used herein, the
term "control" means possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.

                  "Agent" means Wachovia Bank, N.A., a national banking
association organized under the laws of the United States of America, in its
capacity as administrative agent for the Banks hereunder, and its successors and
permitted assigns in such capacity.

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

                  "Applicable Facility Fee Rate" has the meaning set forth in
Section 2.07(a).

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

                  "Assignee" has the meaning set forth in Section 9.07(c).

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                  "Assignment and Acceptance" means an Assignment and Acceptance
executed in accordance with Section 9.07(c) in the form attached hereto as
Exhibit K.

                  "Authority" has the meaning set forth in Section 8.02.

                  "Bank" means each bank listed on the signature pages hereof as
having a Commitment, and its successors and assigns.

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

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

                  "Borrower" means the Parent.

                  "Borrowing" means a borrowing hereunder consisting of Loans
made to the Borrower at the same time by, in the case of a Syndicated Borrowing,
the Banks, or, in the case of a Money Market Borrowing, one or more of the
Banks, in each case pursuant to Article II. A Borrowing is a "Syndicated
Borrowing" if such Loans are Syndicated Loans or a "Money Market Borrowing" if
such Loans are Money Market Loans. A Syndicated Borrowing is a "Syndicated
Dollar Borrowing" if such Loans are Syndicated Dollar Loans or a "Syndicated
Foreign Currency Borrowing" if such Loans are Syndicated Foreign Currency Loans.
A Syndicated Dollar Borrowing is a "Base Rate Borrowing" if such Syndicated
Dollar Loans are Base Rate Loans or a "Euro-Dollar Borrowing" if such Syndicated
Dollar Loans are Euro-Dollar Loans.

                  "Canadian Dollars" means the lawful currency of Canada.

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

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

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

                  "Change of Law" shall have the meaning set forth in Section
8.02.

                  "Chase Credit Documents" means, collectively, (i) the 364-Day
Credit Agreement dated as of November 17, 2000, among the Parent, the Borrowing
Subsidiaries party thereto, the Lenders party thereto, The Chase Manhattan Bank,
as Administrative Agent, Chase Manhattan International Limited, as London Agent,
Chase Securities Australia Limited, as Australian Agent, and Bank of America,
N.A., Citicorp USA, Inc. and Wachovia Bank, N.A., as Co-Syndication Agents and
Co-Documentation Agents, (ii) the Five-Year Credit Agreement dated as of
November 17, 2000, among the Parent, the Borrowing Subsidiaries party thereto,
the Lenders party thereto, The Chase Manhattan Bank, as Administrative Agent,
Chase Manhattan International Limited, as London Agent, Chase Securities
Australia Limited, as Australian Agent, and Bank of America, N.A., Citicorp USA,
Inc. and Wachovia Bank, N.A., as Co-Syndication Agents and Co-Documentation
Agents, and (iii) each Loan Document (as defined in the Credit Agreements
referred to in clauses (i) and (ii) of this definition).

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                  "Closing Date" means the date on which each of the conditions
set forth in Section 3.01 has been satisfied.

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

                  "Commitment" means, with respect to each Bank, (i) the amount
set forth opposite the name of such Bank on the signature pages hereof, or (ii)
as to any Bank which enters into an Assignment and Acceptance (whether as
transferor Bank or as Assignee thereunder), the amount of such Bank's Commitment
after giving effect to such Assignment and Acceptance, in each case as such
amount may be reduced from time to time pursuant to Sections 2.08 and 2.09.

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

                  "Consolidated Debt" means at any date the Debt of the Parent
and its Consolidated Subsidiaries, determined on a consolidated basis as of such
date.

                  "Consolidated EBITDA" for any period means the sum of (i)
Consolidated Net Income for such period; (ii) Consolidated Interest Expense for
such period, (iii) taxes on income of the Parent and its Consolidated
Subsidiaries for such period to the extent deducted in determining Consolidated
Net Income for such period, (iv) Depreciation for such period, (v) amortization
of intangible assets of the Parent and its Consolidated Subsidiaries for such
period and (vi) restructuring charges associated with the closing by the Parent
or any Subsidiary of facilities in contemplation of the consummation of the
Lilly Acquisition, to the extent such restructuring charges do not exceed in the
aggregate an amount equal to $15,000,000. In determining Consolidated EBITDA for
any period, any Consolidated Subsidiary acquired during such period by the
Parent or any other Consolidated Subsidiary shall be included on a pro forma,
historical basis as if it had been a Consolidated Subsidiary during such entire
period.

                  "Consolidated Interest Expense" for any period means interest,
whether expensed or capitalized, in respect of Debt of the Parent or any of its
Consolidated Subsidiaries outstanding during such period.

                  "Consolidated Net Income" means, for any period, the Net
Income of the Parent and its Consolidated Subsidiaries determined on a
consolidated basis, but excluding (i) extraordinary items and (ii) any equity
interests of the Parent or any Subsidiary in the unremitted earnings of any
Person that is not a Subsidiary.

                  "Consolidated Operating Profits" means, for any period, the
Operating Profits of the Parent and its Consolidated Subsidiaries.

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

                  "Consolidated Total Assets" means, at any time, the Total
Assets of the Parent and its Consolidated Subsidiaries, determined on a
consolidated basis.

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

                  "Debt" of any Person means at any date, without duplication,
(i) all obligations of such Person for borrowed money, (ii) all obligations of
such Person evidenced by bonds, debentures, notes or

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other similar instruments, (iii) all obligations of such Person to pay the
deferred purchase price of property or services, except trade accounts payable
arising in the ordinary course of business, but only if such obligations are, in
accordance with GAAP, recorded on such Person's financial books as long-term
debt, (iv) all obligations of such Person as lessee under capital leases, (v)
all obligations of such Person to reimburse any bank or other Person in respect
of amounts payable under a banker's acceptance, (vi) all Redeemable Preferred
Stock of such Person (in the event such Person is a corporation), (vii) all
obligations (absolute or contingent) of such Person to reimburse any bank or
other Person in respect of amounts paid under a letter of credit or similar
instrument, (viii) all Debt of others secured by a Lien on any asset of such
Person, whether or not such Debt is assumed by such Person, (ix) all Debt of
others Guaranteed by such Person, and (x) the net obligation of such Person with
respect to interest rate protection agreements, foreign currency exchange
agreements or other hedging agreements (and for purposes of this Agreement, the
net amount which such Person is obligated to pay under any such agreement upon
termination of such agreement shall be deemed to constitute the principal amount
of such net obligation).

                  "Debt Rating" means, on any date, the long-term rating
assigned by Duff & Phelps, Fitch, Moody's or S&P, as the case may be, to the
Rated Debt.

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

                  "Default Rate" means, with respect to any Loan, on any day,
the sum of 2% plus the interest rate (including the Applicable Margin) which
would otherwise be applicable to such Loan hereunder.

                  "Depreciation" means for any period the sum of all
depreciation expenses of the Parent and its Consolidated Subsidiaries for such
period, as determined in accordance with GAAP.

                  "Deutsche Marks" means the lawful currency of the Federal
Republic of Germany.

                  "Dollar Equivalent" means the Dollar equivalent of the amount
of a Foreign Currency Loan or Foreign Currency Borrowing, as the case may be,
determined by the Agent on the basis of its spot rate for the purchase of the
appropriate Foreign Currency with Dollars.

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

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

                  "Duff & Phelps" means Duff & Phelps Credit Rating Co., and its
successors and assigns.

                  "Dutch Guilders" means the lawful currency of The Kingdom of
The Netherlands.

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

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

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

<PAGE>


associated with any Environmental Requirement, whether or not incorporated in a
judgment, decree or order.

                  "Environmental Laws" means any and all federal, state, local
and foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions relating to the environment or to emissions,
discharges or releases of pollutants, contaminants, petroleum or petroleum
products, chemicals or industrial, toxic or hazardous substances or wastes into
the environment, including, without limitation, ambient air, surface water,
groundwater or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes or the clean-up or other
remediation thereof.

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

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

                  "Environmental Proceedings" means any judicial or
administrative proceedings to which the Parent or any Subsidiary is a party or
to which its property is subject, arising from or in any way associated with any
Environmental Requirement.

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

                  "Environmental Requirements" means any legal requirement
relating to health, safety or the environment and applicable to the Parent, any
Subsidiary or the Properties, including but not limited to any such requirement
under CERCLA or similar state legislation and all federal, state and local laws,
ordinances, regulations, orders, writs, decrees and common law.

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

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

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

                  "Euro-Dollar Reserve Percentage" has the meaning set forth in
Section 2.06(c).

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

                  "Existing Credit Agreement" means that certain 180-Day Credit
Agreement dated as of August 25, 2000 among the Borrower, the banks as defined
therein, and Wachovia, as administrative agent.

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                  "Facility Fee Payment Date" means each March 31, June 30,
September 30 and December 31.

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

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

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

                  "Fitch" means Fitch IBCA Information Services, Inc., and its
successors and assigns.

                  "Fixed Rate Borrowing" means a Euro-Dollar Borrowing or a
Syndicated Foreign Currency Borrowing.

                  "Fixed Rate Loans" means Euro-Dollar Loans or Syndicated
Foreign Currency Loans, or any or all of them, as the context shall require.

                  "Foreign Currencies" means, individually and collectively, as
the context shall require: (i) Sterling, (ii) Dutch Guilders, (iii) Canadian
Dollars, (iv) Italian Lira, (v) Deutsche Marks, (vi) French Francs, (vii) Yen,
(viii) Swiss Francs or (ix) any other currency which is freely transferable and
convertible into Dollars; provided, however, that no such other currency under
this clause (ix) shall be included as a Foreign Currency hereunder, or included
in a Notice of Borrowing, unless (x) the Parent has first submitted a request to
the Agent that it be so included, and (i) the Agent and the Required Banks, in
their sole discretion, have agreed to such request.

                  "Foreign Currency Business Day" shall mean any Domestic
Business Day, excluding one on which trading is not carried on by and between
banks in deposits of the applicable Foreign Currency in the applicable interbank
market for such Foreign Currency.

                  "French Francs" means the lawful currency of the Republic of
France.

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

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

<PAGE>


                  "Hazardous Materials" includes, without limitation, (a) solid
or hazardous waste, as defined in the Resource Conservation and Recovery Act of
1980, 42 U.S.C. ss.6901 et seq. and its implementing regulations and amendments,
or in any applicable state or local law or regulation, (b) any "hazardous
substance", "pollutant" or "contaminant", as defined in CERCLA, or in any
applicable state or local law or regulation, (c) gasoline, or any other
petroleum product or by-product, including crude oil or any fraction thereof,
(d) toxic substances, as defined in the Toxic Substances Control Act of 1976, or
in any applicable state or local law or regulation and (e) insecticides,
fungicides, or rodenticides, as defined in the Federal Insecticide, Fungicide,
and Rodenticide Act of 1975, or in any applicable state or local law or
regulation, as each such Act, statute or regulation may be amended from time to
time.

                  "IBOR" has the meaning set forth in Section 2.06(d).

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

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

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

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

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

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

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

(3) with respect to each Money Market Borrowing, the period commencing on the
date of such Borrowing and ending 7 to 180 days thereafter, as the Borrower may
indicate in the applicable Money Market Quote Request; provided that:

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

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

<PAGE>


                  "Italian Lira" means the lawful currency of the Republic of
Italy.

                  "Lending Office" means, as to each Bank, its office or the
office of any Affiliate of such Bank located at the address set forth on the
signature pages hereof (or identified on the signature pages hereof as its
Lending Office) or such other office as such Bank may hereafter designate as its
Lending Office by notice to the Parent and the Agent. Each Bank may designate a
Lending Office for Syndicated Dollar Loans and a different Lending Office for
Syndicated Foreign Currency Loans and the term Lending Office shall in such case
mean either such Lending Office, as the context shall require.

                  "Level" means, at any time Rated Debt is outstanding, as
applicable, one of Level 1, Level 2, Level 3 or Level 4; provided that in
determining the applicable Level on any date (i) if both Moody's and S&P are
providing Debt Ratings on such date, the applicable Level shall be determined by
reference only to the Debt Ratings provided by Moody's and S&P, (ii) if only
Moody's or S&P is providing a Debt Rating on such date, the applicable Level
shall be determined by reference to the Debt Rating provided by Moody's or S&P,
as the case may be, on such date and the Debt Rating provided by either Duff &
Phelps or Fitch (as selected by the Parent) on such date, (iii) if the Debt
Ratings used to determine the applicable Level on such date are one level apart,
the higher Debt Rating shall be used to determine the applicable Level, (iv) if
the Debt Ratings used to determine the applicable Level on such date are more
than one level apart, the rating which is one level higher than the lower of
such two Debt Ratings shall be used to determine the applicable Level, and (v)
once the two rating agencies have been selected (as provided in this definition)
for the purpose of determining the applicable Level, no other rating agency may
thereafter be selected to replace or substitute for either such rating agency,
without the prior written consent of the Agent and the Required Banks.

                  "Level 1" means, subject to the definition of "Level" set
forth in this Section, that, on any Performance Pricing Determination Date, the
Debt Rating of two of the following is as indicated: (a) "BBB+" or higher from
Duff & Phelps, (b) "AA" or higher from Fitch, (c) "Baa1" or higher from Moody's
and (d) "BBB+" or higher from S&P.

                  "Level 2" means, subject to the definition of "Level" set
forth in this Section, that, on any Performance Pricing Determination Date, the
Debt Rating of two of the following is as indicated: (a) "BBB" from Duff &
Phelps, (b) "A" from Fitch, (c) "Baa2" from Moody's and (d) "BBB" from S&P.

                  "Level 3" means, subject to the definition of "Level" set
forth in this Section, that, on any Performance Pricing Determination Date, the
Debt Rating of two of the following is as indicated: (a) "BBB-" from Duff &
Phelps, (b) "BBB" from Fitch, (c) "Baa3" from Moody's and (d) "BBB-" from S&P.

                  "Level 4" means, subject to the definition of "Level" set
forth in this Section, that, on any Performance Pricing Determination Date, the
Debt Rating of two of the following is as indicated: (a)"BB+" or lower from Duff
& Phelps, (b)"BB" or lower from Fitch, (c) "Ba1" or lower from Moody's and (d)
"BB+" or lower from S&P.

                  "Lien" means, with respect to any asset, any mortgage, deed to
secure debt, deed of trust, lien, pledge, charge, security interest, security
title, preferential arrangement which has the practical effect of constituting a
security interest or encumbrance, servitude or encumbrance of any kind in
respect of such asset to secure or assure payment of a Debt or a Guarantee,
whether by consensual agreement or by operation of statute or other law, or by
any agreement, contingent or otherwise, to provide any of the foregoing. For the
purposes of this Agreement, the Parent or any Subsidiary shall be deemed to own
subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease (but not an operating lease) or other title retention agreement relating
to such asset.

<PAGE>


                  "Lilly" shall mean Lilly Industries, Inc., an Indiana
corporation.

                  "Lilly Acquisition" shall mean the acquisition by the Parent
of Lilly pursuant to that certain Agreement and Plan of Merger dated as of June
23, 2000, among the Parent, VAL Acquisition Corp., a Wholly Owned Subsidiary,
and Lilly.

                  "Loan" means a Syndicated Loan or a Money Market Loan and
"Loans" means Syndicated Loans or Money Market Loans, or any or all of them, as
the context shall require.

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

                  "London Interbank Offered Rate" has the meaning set forth in
Section 2.06(c).

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

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

                  "Money Market Loan" means a Loan which bears or is to bear
interest at a Money Market Rate.

                  "Money Market Notes" means promissory notes of the Borrower,
substantially in the form of Exhibit C hereto, evidencing the obligation of the
Borrower to repay the Money Market Loans, together with all amendments,
consolidations, modifications, renewals and supplements thereto and "Money
Market Note" means any one of such Money Market Notes.

                  "Money Market Quote" means an offer by a Bank to make a Money
Market Loan in accordance with Section 2.03(c).

                  "Money Market Quote Request" has the meaning set forth in
Section 2.03(b).

                  "Money Market Rate" has the meaning set forth in Section
2.03(c)(ii)(C).

                  "Moody's" means Moody's Investors Service, Inc., and its
successors and assigns.

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

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

<PAGE>


                  "Net Proceeds of Capital Stock/Conversion of Debt" means any
and all proceeds (whether cash or non-cash) or other consideration received by
the Parent or a Consolidated Subsidiary in respect of the issuance of Capital
Stock (including, without limitation, the aggregate amount of any and all Debt
converted into Capital Stock), after deducting therefrom all reasonable and
customary costs and expenses incurred by the Parent or such Consolidated
Subsidiary directly in connection with the issuance of such Capital Stock.

                  "Note" means a Syndicated Note or a Money Market Note and
"Notes" means Syndicated Notes or Money Market Notes, or any or all of them, as
the context shall require.

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

                  "Operating Profits" means, as applied to any Person for any
period, the operating income of such Person for such period, as determined in
accordance with GAAP.

                  "Parent" means The Valspar Corporation, a Delaware
corporation, and its successors and permitted assigns.

                  "Participant" has the meaning set forth in Section 9.07(b).

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

                  "Performance Pricing Determination Date" has the meaning set
forth in Section 2.07(b).

                  "Permitted Acquisition" means any Acquisition (a) which is of
a Person engaged in the same or similar line or lines of business as the Parent
or any Consolidated Subsidiaries, and (b) if the aggregate consideration to be
paid by the Parent or any Subsidiary in connection with such Acquisition exceeds
$100,000,000, as to which the Parent has delivered to the Banks a certificate of
the chief financial officer, treasurer or chief accounting officer of the Parent
certifying (and, in the case of Sections 5.03, 5.04, 5.08 and 5.11(d), including
calculations evidencing) pro-forma compliance with the terms of this Agreement
after giving effect to such Acquisition.

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

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

                  "Prepaid Rebates" means any payment made to or credit allowed
to a customer or prospective customer of the Parent or any Subsidiary, or to any
affiliate of the customer or prospective customer, in each case in the ordinary
course of the Parent's or such Subsidiary's business and pursuant to a written
agreement or purchase order, which represents the prepayment of a rebate, price
discount or price reduction on products sold or to be sold by the Parent or such
Subsidiary to one or more customers or prospective customers.

<PAGE>


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

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

                  "Quotation Date" has the meaning set forth in Section 2.03(b).

                  "Rated Debt" means the senior, unsecured and non-credit
enhanced indebtedness of the Parent which has been made subject to Debt Ratings
requested by the Parent issued by any two of S&P, Moody's, Fitch and Duff &
Phelps, one of which must be S&P or Moody's.

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

                  "Refunding Loan" means a new Loan made on the day on which an
outstanding Loan is maturing, if and to the extent that the proceeds thereof are
used entirely for the purpose of paying such maturing Loan, excluding any
difference between the amount of such maturing Loan and any greater amount being
borrowed on such day and actually either being made available to the Borrower
pursuant to Section 2.02(c) or remitted to the Agent as provided in Section
2.12, in each case as contemplated in Section 2.02(d).

                  "Reported Net Income" means, for any period, the Net Income of
the Parent and its Consolidated Subsidiaries determined on a consolidated basis.

                  "Required Banks" means at any time Banks having at least 51%
of the aggregate amount of the Commitments or, if the Commitments are no longer
in effect, Banks holding at least 51% of the aggregate outstanding principal
amount of the Notes.

                  "Restricted Payment" means (i) any dividend or other
distribution on any shares of the Borrower's capital stock (except dividends
payable solely in shares of its capital stock) or (ii) any payment on account of
the purchase, redemption, retirement or acquisition of any shares of the
Borrower's capital stock (except shares acquired upon the conversion thereof
into other shares of its capital stock).

                  "S&P" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., and its successors and assigns.

                  "Security" has the meaning assigned to such term in Section
2(l) of the Securities Act of 1933, as amended.

                  "Shareholders' Equity" means, at any time, the shareholders'
equity of the Parent and its Consolidated Subsidiaries, as set forth or
reflected on the most recent consolidated balance sheet of the Parent and its
Consolidated Subsidiaries prepared in accordance with GAAP, but excluding any
Redeemable Preferred Stock of the Parent or any of its Consolidated
Subsidiaries. Shareholders' equity generally would include, but not be limited
to (i) the par or stated value of all outstanding Capital Stock, (ii) capital
surplus, (iii) retained earnings, and (iv) various deductions such as (A)
purchases of treasury stock, (B) valuation allowances, (C) receivables due from
an employee stock ownership plan, (D) employee stock ownership plan debt
guarantees, and (E) translation adjustments for foreign currency transactions.

                  "Sterling" means the lawful currency of the United Kingdom.

<PAGE>


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

                  "Swiss Francs" means the lawful currency of Switzerland.

                  "Syndicated Dollar Loans" means loans made in Dollars by all
of the Banks at the same time pursuant to Section 2.01, which may be either Base
Rate Loans or Euro-Dollar Loans.

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

                  "Syndicated Foreign Currency Loans" means loans made in a
Foreign Currency by all of the Banks at the same time pursuant to Section 2.01
or Section 2.14.

                  "Syndicated Foreign Currency Notes" means promissory notes of
the Borrower, substantially in the form of Exhibit B hereto, evidencing the
obligation of the Borrower to repay the Foreign Currency Loans, together with
all amendments, consolidations, modifications, renewals and supplements thereto.

                  "Syndicated Loan" means a Syndicated Dollar Loan or a
Syndicated Foreign Currency Loan and Syndicated Loans means Syndicated Dollar
Loans or Syndicated Foreign Currency Loans, or any or all of them, as the
context shall require.

                  "Syndicated Notes" means the Syndicated Dollar Notes and the
Syndicated Foreign Currency Notes and "Syndicated Note" means any one of such
Syndicated Notes.

                  "Taxes" has the meaning set forth in Section 2.12(d).

                  "Termination Date" means the earlier of (a) February 28, 2001,
(b) the date which is 4 Domestic Business Days after the date of the
consummation of the Lilly Acquisition, or (c) the date which is 4 Domestic
Business Days after the date of the incurrence of Debt by the Parent or any
Subsidiary in the form of committed bank financing in an aggregate amount in
excess of $50,000,000.

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

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

                  "Total Unused Commitments" means at any date, an amount equal
to: (i) the aggregate amount of the Commitments of all of the Banks at such
time, less (ii) the aggregate outstanding principal amount of the Loans of all
of the Banks at such time.

                  "Transferee" has the meaning set forth in Section 9.07(d).

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

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

<PAGE>


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

                   "Yen" means the lawful currency of Japan.

         SECTION 1.02. Accounting Terms and Determinations. Unless otherwise
specified herein, all terms of an accounting character used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP, applied on a basis consistent (except for changes
concurred in by the Parent's independent public accountants or otherwise
required by a change in GAAP) with the most recent audited consolidated
financial statements of the Parent and its Consolidated Subsidiaries delivered
to the Banks, unless with respect to any such change concurred in by the
Parent's independent public accountants or required by GAAP, in determining
compliance with any of the provisions of this Agreement or any of the other Loan
Documents: (i) the Parent shall have objected to determining such compliance on
such basis at the time of delivery of such financial statements, or (ii) the
Required Banks shall so object in writing within 30 days after the delivery of
such financial statements, in either of which events such calculations shall be
made on a basis consistent with those used in the preparation of the latest
financial statements as to which such objection shall not have been made (which,
if objection is made in respect of the first financial statements delivered
under Section 5.01 hereof, shall mean the financial statements referred to in
Section 4.04).

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

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

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

                                   ARTICLE II

                                   THE CREDITS

         SECTION 2.01. Commitments to Make Syndicated Loans. Each Bank severally
agrees, on the terms and conditions set forth herein, to make Syndicated Loans
to the Borrower from time to time before the Termination Date; provided that,
immediately after each such Syndicated Loan is made, the sum of the aggregate
outstanding principal amount of Syndicated Dollar Loans and the Dollar
Equivalent of the aggregate outstanding principal amount of Syndicated Foreign
Currency Loans by such Bank shall not exceed the amount of its Commitment,
provided further that the sum of the aggregate principal amount of all
Syndicated Dollar Loans and the Dollar Equivalent of the aggregate outstanding
principal amount of all Syndicated Foreign Currency Loans, together with the
aggregate principal amount of all Money Market Loans, at any one time
outstanding shall not exceed the aggregate amount of the Commitments of all of
the Banks at such time. The Dollar Equivalent of each Syndicated Foreign
Currency Loan on the date each such Syndicated Foreign Currency Loan is
disbursed shall be deemed to be the amount of the Syndicated Foreign Currency
Loan outstanding for the purpose of calculating the unutilized portion of the
Commitments on the date of disbursement. Each Euro-Dollar Borrowing under this
Section shall be in an aggregate principal amount of $5,000,000 or any larger
multiple of $1,000,000 (except that any such

<PAGE>


Euro-Dollar Borrowing may be in the aggregate amount of the Unused Commitments)
and shall be made from the several Banks ratably in proportion to their
respective Commitments. Each Syndicated Foreign Currency Borrowing under this
Section shall be in an aggregate principal amount equal to the Dollar Equivalent
of $5,000,000 (rounded to the nearest Dollar) or any larger multiple of the
Dollar Equivalent of $1,000,000 (rounded to the nearest Dollar) in the relevant
Foreign Currency (except that any such Syndicated Foreign Currency Borrowing may
be in the Dollar Equivalent of the aggregate amount of the Unused Commitments)
and shall be made from the several Banks ratably in proportion to their
respective Commitments. Each Base Rate Borrowing under this Section shall be in
an aggregate principal amount of $1,000,000 or any larger multiple of $500,000
(except that any such Base Rate Borrowing may be in the aggregate amount of the
Unused Commitments) and shall be made from the several Banks ratably in
proportion to their respective Commitments. Within the foregoing limits, the
Borrower may borrow under this Section, repay or, to the extent permitted by
Section 2.10, prepay Syndicated Loans and reborrow under this Section at any
time before the Termination Date.

         SECTION 2.02. Method of Borrowing Syndicated Loans.

                  (a) The Borrower shall give the Agent notice in the form
attached hereto as Exhibit L (a "Notice of Borrowing") prior to 11:00 A.M.
(Atlanta, Georgia time) at least 3 Foreign Currency Business Days before each
Syndicated Foreign Currency Borrowing, prior to 12:00 noon (Atlanta, Georgia
time) at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing and
prior to 12:00 noon (Atlanta, Georgia time) on the Domestic Business Day of each
Base Rate Borrowing, specifying:

                           (i) the date of such Syndicated Borrowing, which
                  shall be a Domestic Business Day in the case of a Base Rate
                  Borrowing, a Euro-Dollar Business Day in the case of a
                  Euro-Dollar Borrowing and a Foreign Currency Business Day in
                  the case of a Syndicated Foreign Currency Borrowing,

                           (ii) the aggregate amount of such Syndicated
                  Borrowing,

                           (iii) whether the Syndicated Loans comprising such
                  Syndicated Borrowing are to be Dollar Loans or Syndicated
                  Foreign Currency Loans, and (A) if such Syndicated Loans are
                  to be Dollar Loans, whether they are to be Base Rate Loans or
                  Euro-Dollar Loans, and (B) if such Syndicated Loans are to be
                  Syndicated Foreign Currency Loans, specifying the Foreign
                  Currency, and

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

                  (b) Upon receipt of a Notice of Borrowing, the Agent shall
promptly notify each Bank of the contents thereof and of such Bank's ratable
share of such Syndicated Borrowing and such Notice of Borrowing shall not
thereafter be revocable by the Borrower.

                  (c) Not later than 11:00 A.M. (Atlanta, Georgia time) on the
date of each Syndicated Foreign Currency Borrowing and each Euro-Dollar
Borrowing and not later than 2:00 P.M. (Atlanta, Georgia time) on the date of
each Base Rate Borrowing, each Bank shall (except as provided in subsection (d)
of this Section) make available its ratable share of such Syndicated Borrowing,
in Federal or other funds immediately available in Atlanta, Georgia, to the
Agent at its address referred to in or specified pursuant to Section 9.01(or,
with respect to Syndicated Foreign Currency Borrowings, to the Agent's
designated foreign correspondent bank at the address specified by the Agent),
which funds shall be in Dollars, if such Syndicated Borrowing is a Syndicated
Dollar Borrowing, and in the applicable Foreign Currency, if such Syndicated
Borrowing is a Syndicated Foreign Currency Borrowing. Unless the Agent
determines that any applicable condition specified in Article III has not been
satisfied, the Agent will make the funds so received from the Banks available to
the Borrower at the Agent's aforesaid

<PAGE>


address not later than 4:30 P.M. (Atlanta, Georgia time) on the date of the
relevant Syndicated Borrowing. Unless the Agent receives notice from a Bank, at
the Agent's address referred to in Section 9.01, no later than 4:00 P.M. (local
time at such address) on the Domestic Business Day before the date of a
Syndicated Borrowing stating that such Bank will not make a Syndicated Loan in
connection with such Syndicated Borrowing, the Agent shall be entitled to assume
that such Bank will make a Syndicated Loan in connection with such Syndicated
Borrowing and, in reliance on such assumption, the Agent may (but shall not be
obligated to) make available such Bank's ratable share of such Syndicated
Borrowing to the Borrower for the account of such Bank. If the Agent makes such
Bank's ratable share available to the Borrower and such Bank does not in fact
make its ratable share of such Syndicated Borrowing available on such date, the
Agent shall be entitled to recover such Bank's ratable share from such Bank or
the Borrower (and for such purpose shall be entitled to charge such amount to
any account of the Borrower maintained with the Agent), together with interest
thereon for each day during the period from the date of such Syndicated
Borrowing until such sum shall be paid in full at a rate per annum equal to the
rate at which the Agent determines that it obtained (or could have obtained)
overnight Federal funds to cover such amount for each such day during such
period, provided that any such payment by the Borrower of such Bank's ratable
share and interest thereon shall be without prejudice to any rights that the
Borrower may have against such Bank. If such Bank shall repay to the Agent such
corresponding amount, such amount so repaid shall constitute such Bank's
Syndicated Loan included in such Syndicated Borrowing for purposes of this
Agreement.

                  (d) If any Bank makes a new Syndicated Loan hereunder to the
Borrower on a day on which such Borrower is to repay all or any part of an
outstanding Syndicated Loan from such Bank, such Bank shall apply the proceeds
of its new Syndicated Loan to make such repayment and only an amount equal to
the difference (if any) between the amount being borrowed and the amount being
repaid shall be made available by such Bank to the Agent as provided in
subsection (c) of this Section, or remitted by the Borrower to the Agent as
provided in Section 2.12, as the case may be; provided, however, if the Loan
which is to be repaid is a Syndicated Foreign Currency Loan, the foregoing
provisions of the paragraph shall apply only if the new Loan is to be made in
the same Foreign Currency.

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

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

                  (g) Notwithstanding anything to the contrary contained herein,
(i) there shall not be more than 10 different Interest Periods outstanding at
the same time for Fixed Rate Loans (for which purpose Interest Periods described
in different numbered clauses of the definition of the term "Interest Period"
shall be deemed to be different Interest Periods even if they are coterminous)
and (ii) the proceeds of any Base Rate Borrowing shall be applied first to repay
the unpaid principal amount of all Base Rate Loans (if any) outstanding
immediately before such Base Rate Borrowing.

<PAGE>


         SECTION 2.03. Money Market Loans.

                  (a) In addition to making Syndicated Borrowings, at any time
the Applicable Margin for Euro-Dollar Loans is equal to or less than .65% per
annum (determined in accordance with Section 2.06(a)), the Borrower may, as set
forth in this Section, request the Banks to make offers to make Money Market
Loans to such Borrower. The Banks may, but shall have no obligation to, make
such offers and such Borrower may, but shall have no obligation to, accept any
such offers in the manner set forth in this Section, provided that:

                           (i) there may be no more than 10 different Interest
                  Periods for both Fixed Rate Loans and Money Market Loans
                  outstanding at the same time (for which purpose Interest
                  Periods described in different numbered clauses of the
                  definition of the term "Interest Period" shall be deemed to be
                  different Interest Periods even if they are coterminous); and

                           (ii) the aggregate principal amount of all Money
                  Market Loans, together with the sum of the aggregate principal
                  amount of all Syndicated Dollar Loans and the Dollar
                  Equivalent of the aggregate outstanding principal amount of
                  all Syndicated Foreign Currency Loans, at any one time
                  outstanding shall not exceed the aggregate amount of the
                  Commitments of all of the Banks at such time.

                  (b) When the Borrower wishes to request offers to make Money
Market Loans, it shall give the Agent (which shall promptly notify the Banks)
notice substantially in the form of Exhibit F hereto (a "Money Market Quote
Request") so as to be received no later than 12:00 noon (Atlanta, Georgia time)
on the second Domestic Business Day prior to the date of the Money Market
Borrowing proposed therein (or such other time and date as such Borrower and the
Agent, with the consent of the Required Banks, may agree), specifying:

                           (i) the proposed date of such Money Market Borrowing,
                  which shall be a Domestic Business Day (the "Quotation Date");

                           (ii) the aggregate amount of such Money Market
                  Borrowing, which shall be at least $5,000,000 (and in larger
                  multiples of $1,000,000) but shall not cause the limits
                  specified in Section 2.03(a) to be violated; and

                           (iii) the duration of the Interest Period applicable
                  thereto, which shall be 7 to 180 days.

                  The Borrower may request offers to make Money Market Loans for
up to three different Interest Periods in a single Money Market Quote Request;
provided that the request for each separate Interest Period shall be deemed to
be a separate Money Market Quote Request for a separate Money Market Borrowing.
Except as otherwise provided in the immediately preceding sentence, the Borrower
shall not deliver a Money Market Quote Request more frequently than once every 5
Domestic Business Days.

                  (c) (i) Each Bank may, but shall have no obligation to, submit
a Money Market Quote containing an offer to make a Money Market Loan in response
to any Money Market Quote Request; provided that, if the Borrower's request
under Section 2.03(b) specified more than one Interest Period, such Bank may,
but shall have no obligation to, make a single submission containing a separate
offer for each such Interest Period and each such separate offer shall be deemed
to be a separate Money Market Quote. Each Money Market Quote must be submitted
to the Agent not later than 10:00 A.M. (Atlanta, Georgia time) on the Quotation
Date (or such other time and date as the Borrower and the Agent, with the
consent of the Required Banks, may agree); provided that any Money Market Quote
submitted by

<PAGE>


Wachovia may be submitted, and may only be submitted, if Wachovia notifies the
Borrower of the terms of the offer contained therein not later than 9:45 A.M.
(Atlanta, Georgia time) on the Quotation Date. Subject to Section 6.01, any
Money Market Quote so made shall be irrevocable except with the written consent
of the Agent given on the instructions of the Borrower.

                           (ii) Each Money Market Quote shall be in
                  substantially the form of Exhibit G hereto and shall specify:

                                    (A) the proposed date of the Money Market
                           Borrowing and the duration of the Interest Period
                           therefor, which shall be 7 to 180 days;

                                    (B) the maximum principal amount of the
                           Money Market Loan which the quoting Bank is willing
                           to make for the applicable Interest Period, which
                           principal amount (x) may be greater than or less than
                           the Commitment of the quoting Bank, (y) shall be at
                           least $1,000,000 or a larger multiple of $1,000,000,
                           and (z) may not exceed the principal amount of the
                           Money Market Borrowing for which offers were
                           requested;

                                    (C) the rate of interest per annum (rounded,
                           if necessary, to the nearest 1/100th of 1%) (the
                           "Money Market Rate") offered for each such Money
                           Market Loan; and

                                    (D) the identity of the quoting Bank.

Unless otherwise agreed by the Agent and the Borrower, no Money Market Quote
shall contain qualifying, conditional or similar language or propose terms other
than or in addition to those set forth in the applicable Money Market Quote
Request (other than setting forth the maximum principal amount of the Money
Market Loan which the quoting Bank is willing to make for the applicable
Interest Period).

                  (d) The Agent shall as promptly as practicable after the Money
Market Quote is submitted (but in any event not later than 10:30 A.M. (Atlanta,
Georgia time) notify the Borrower of the terms (i) of any Money Market Quote
submitted by a Bank that is in accordance with Section 2.03(c) and (ii) of any
Money Market Quote that amends, modifies or is otherwise inconsistent with a
previous Money Market Quote submitted by such Bank with respect to the same
Money Market Quote Request. Any such subsequent Money Market Quote shall be
disregarded by the Agent unless such subsequent Money Market Quote is submitted
solely to correct a manifest error in such former Money Market Quote. The
Agent's notice to the Borrower shall specify (A) the maximum aggregate principal
amount of the Money Market Borrowing for which offers have been received and (B)
the maximum principal amount and Money Market Rates so offered by each Bank
(identifying the Bank that made each Money Market Quote).

                  (e) Not later than 11:00 A.M. (Atlanta, Georgia time) on the
Quotation Date (or such other time and date as the Borrower and the Agent, with
the consent of the Required Banks, may agree), the Borrower shall notify the
Agent of its acceptance or nonacceptance of the offers so notified to it
pursuant to Section 2.03(d) and the Agent shall promptly notify each Bank that
has submitted a Money Market Quote. In the case of acceptance, such notice shall
specify the aggregate principal amount of offers for each Interest Period that
are accepted. The Borrower may accept any Money Market Quote in whole or in part
(provided that any Money Market Quote accepted in part from any Bank shall not
be less than the amount set forth in the Money Market Quote of such Bank as the
minimum principal amount of the Money Market Loan such Bank was willing to make
for the applicable Interest Period); provided that:

<PAGE>


                           (i) the aggregate principal amount of each Money
                  Market Borrowing may not exceed the applicable amount set
                  forth in the related Money Market Quote Request;

                           (ii) the aggregate principal amount of each Money
                  Market Borrowing shall be at least $5,000,000 (and in larger
                  multiples of $1,000,000) but shall not cause the limits
                  specified in Section 2.03(a) to be violated;

                           (iii) acceptance of offers may only be made in
                  ascending order of Money Market Rates; and

                           (iv) the Borrower may not accept any offer where the
                  Agent has advised such Borrower that such offer fails to
                  comply with Section 2.03(c)(ii) or otherwise fails to comply
                  with the requirements of this Agreement (including, without
                  limitation, Section 2.03(a)).

If offers are made by two or more Banks with the same Money Market Rates for a
greater aggregate principal amount than the amount in respect of which offers
are accepted for the related Interest Period, the principal amount of Money
Market Loans in respect of which such offers are accepted shall be allocated by
the Borrower among such Banks as nearly as possible (in multiples of $100,000)
in proportion to the aggregate principal amount of such offers. Determinations
by the Borrower of the amounts of Money Market Loans shall be conclusive in the
absence of manifest error.

                  (f) Any Bank whose offer to make any Money Market Loan has
been accepted shall, not later than 12:00 noon (Atlanta, Georgia time) on the
Quotation Date, make the amount of such Loan available to the Agent at its
address referred to in Section 9.01 in immediately available funds. The amount
so received by the Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrower on such date by depositing the
same, in immediately available funds, in an account of such Borrower maintained
with Wachovia.

         SECTION 2.04. Notes.

                  (a) The Syndicated Dollar Loans of each Bank shall be
evidenced by a single Syndicated Dollar Note and the Syndicated Foreign Currency
Loans of each Bank shall be evidenced by a single Syndicated Foreign Currency
Note, each payable to the order of such Bank for the account of its Lending
Office in an amount equal to the original principal amount of such Bank's
Commitment.

                  (b) The Money Market Loans made by any Bank to the Borrower
shall be evidenced by a single Money Market Note payable to the order of such
Bank for the account of its Lending Office.

                  (c) Upon receipt of each Bank's Notes pursuant to Section
3.01, the Agent shall deliver such Notes to such Bank. Each Bank shall record,
and prior to any transfer of its Notes shall endorse on the schedule forming a
part thereof appropriate notations to evidence, the date, amount and maturity
of, and effective interest rate for, each Loan made by it, the date and amount
of each payment of principal made by the Borrower with respect thereto and
whether, in the case of such Bank's Syndicated Dollar Note, such Syndicated
Dollar Loan is a Base Rate Loan or Euro-Dollar Loan, and, in the case of such
Bank's Syndicated Foreign Currency Note, specification of the Foreign Currency,
and such schedule shall constitute rebuttable presumptive evidence of the
principal amount owing and unpaid on such Bank's Notes; provided that the
failure of any Bank to make, or any error in making, any such recordation or
endorsement shall not affect the obligation of the Borrower hereunder or under
the Notes or the ability of any Bank to assign its Notes. Each Bank is hereby
irrevocably authorized by the Borrower so to endorse its Notes and to attach to
and make a part of any Note a continuation of any such schedule as and when
required. In order to verify the Loans outstanding from time to time, the Agent
shall furnish the Parent, upon request of the Parent, with a copy of its record
of transactions under this Agreement.

<PAGE>


         SECTION 2.05. Maturity of Loans. Each Loan included in any Borrowing
(including without limitation each Syndicated Foreign Currency Loan deemed made
under this Agreement pursuant to Section 2.14) shall mature, and the principal
amount thereof shall be due and payable, on the last day of the Interest Period
applicable to such Borrowing or such Loan.

         SECTION 2.06. Interest Rates. (a) "Applicable Margin" means:

                           (i) for the period commencing on the Closing Date to
                  and including the first Performance Pricing Determination
                  Date, (x) for any Base Rate Loan, 0.00%, (y) for any
                  Euro-Dollar Loan, 0.65%, and (z) for any Syndicated Foreign
                  Currency Loan, 0.65%; and

                           (ii) from and after the first Performance Pricing
                  Determination Date, (x) for any Base Rate Loan, 0.00%, and (y)
                  for each Euro-Dollar Loan and Syndicated Foreign Currency
                  Loan, the per annum percentage determined on each Performance
                  Pricing Determination Date by reference to the table set forth
                  below, based upon the ratio of Consolidated Debt to
                  Consolidated EBITDA (calculated as of the last day of each
                  Fiscal Quarter) or, but only if the Parent has Rated Debt
                  outstanding, the Debt Rating:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                        <C>                        <C>
Ratio of Consolidated    Less than         Greater than or equal      Greater than or equal      Greater than or equal
Debt to Consolidated     1.75 to 1.00      to 1.75 to 1.00 and        to 2.25 to 1.00 and        to 2.75 to 1.00
EBITDA                                     Less than 2.25 to 1.00     Less than 2.75 to 1.00

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

Debt Rating              Level 1           Level 2                    Level 3                    Level 4

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

Applicable Margin        .35%              .55%                       .65%                       .875%

----------------------------------------------------------------------------------------------------------------------
</TABLE>

provided, that if on any Performance Pricing Determination Date on which the
Parent has Rated Debt outstanding (i) application of the Consolidated Debt to
Consolidated EBITDA ratio test only would result in a lower Applicable Margin
than application of the Debt Rating test only, the Applicable Margin shall be
determined based upon the Level next lower than the Level determined based upon
the Debt Rating test only, and (ii) if the Debt Rating received from any of (A)
Duff & Phelps is "BB" or lower, (B) Fitch is "B" or lower, (C) Moody's is "Ba2"
or lower, and (D) S&P is "BB" or lower, then the Applicable Margin shall be
1.05%.

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

<PAGE>


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

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

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

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

                  (d) Each Syndicated Foreign Currency Loan shall bear interest
on the outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Applicable Margin plus the
applicable Adjusted IBOR Rate for such Interest Period. Such interest shall be
payable for each Interest Period on the last day thereof and, if such Interest
Period is longer than 3 months, at intervals of 3 months after the first day
thereof. Any overdue principal of and, to the extent permitted by law, overdue
interest on any Syndicated Foreign Currency Loan shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the Default Rate.

                  "Adjusted IBOR Rate" means, with respect to each Interest
Period for a Syndicated Foreign Currency Loan, the sum (without duplication) of
(i) the rate obtained by dividing (A) IBOR for such Interest Period by (B) a
percentage equal to 1 minus the then stated maximum rate (stated as a decimal)
of all reserve requirements in respect of any category of liabilities by
reference to which the interest rate on such Syndicated Foreign Currency Loan is
determined (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable to any member bank of the
Federal Reserve System as defined in Regulation D (or against any successor
category of liabilities as defined in Regulation D), plus (ii) if the relevant
Syndicated Foreign Currency Loan is in Sterling, a percentage sufficient to
compensate the Banks for the cost of complying with any reserves, liquidity

<PAGE>


and/or special deposit requirements of the Bank of England directly or
indirectly affecting the maintenance or funding of such Syndicated Foreign
Currency Loan.

                  "IBOR" means, for any Interest Period, with respect to
Syndicated Foreign Currency Loans, the offered rate for deposits in the
applicable Foreign Currency, for a period comparable to the Interest Period and
in an amount comparable to the amount of such Syndicated Foreign Currency Loan
appearing on the applicable Telerate Page 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. If the foregoing rate is unavailable from Telerate for any
reason, then such rate shall be determined by the Agent from any other interest
rate reporting service of recognized standing designated in writing by the Agent
to the Parent and the Banks.

                  (e) Each Money Market Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the Money Market Rate for such Loan quoted
by the Bank making such Loan in accordance with Section 2.03. Such interest
shall be payable for such Interest Period on the last day thereof and, if such
Interest Period is longer than 90 days, at intervals of 90 days after the first
day thereof. Any overdue principal of and, to the extent permitted by law,
overdue interest on any Money Market Loan shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the Default Rate.

                  (f) The Agent shall determine in accordance with this
Agreement each interest rate applicable to the Loans hereunder. The Agent shall
give prompt notice to the Borrower and the Banks by telecopy of each rate of
interest so determined, and its determination thereof shall be conclusive in the
absence of manifest error.

                  (g) After the occurrence and during the continuance of an
Event of Default, the principal amount of the Loans (and, to the extent
permitted by applicable law, all accrued interest thereon) may, at the election
of the Required Banks, bear interest at the Default Rate.

         SECTION 2.07. Fees.

                  (a) The Borrower shall pay to the Agent for the ratable
account of each Bank a facility fee (the "Facility Fee") on the maximum amount
of the aggregate Commitments in effect for any relevant period, irrespective of
usage, at a rate per annum equal to the Applicable Facility Fee Rate.
"Applicable Facility Fee Rate" means (i) for the period commencing on the
Closing Date to and including the first Performance Pricing Determination Date,
0.225%; and (ii) from and after the first Performance Pricing Determination
Date, the percentage determined on each Performance Pricing Determination Date
by reference to the table set forth below, based upon the ratio of Consolidated
Debt to Consolidated EBITDA (calculated as of the last day of each Fiscal
Quarter) or, but only if the Parent has Rated Debt outstanding, the Debt Rating:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                <C>                         <C>                        <C>
Ratio of Consolidated    Less than          Greater than or equal       Greater than or equal      Greater than or equal
Debt to Consolidated     1.75 to 1.00       to 1.75 to 1.00 and         to 2.25 to 1.00 and        to 2.75 to 100
EBITDA                                      Less than 2.25 to 1.00      Less than 2.75 to 1.00

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

Debt Rating              Level 1            Level 2                     Level 3                    Level 4

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

Applicable               .15%               .20%                        .225%                      .25%
Facility Fee Rate

------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


provided, that if on any Performance Pricing Determination Date on which the
Parent has Rated Debt outstanding (i) application of the Consolidated Debt to
Consolidated EBITDA ratio test only would result in a lower Applicable Facility
Fee Rate than application of the Debt Rating test only, the Applicable Facility
Fee Rate shall be determined based upon the Level next lower than the Level
determined based upon the Debt Rating test only, and (ii) if the Debt Rating
received from any of (A) Duff & Phelps is "BB" or lower, (B) Fitch is "B" or
lower, (C) Moody's is "Ba2" or lower, and (D) S&P is "BB" or lower, then the
Applicable Facility Fee Rate shall be .325%. The Facility Fee shall accrue at
all times from and including the Closing Date to but excluding the Termination
Date and shall be payable, in arrears, on each Facility Fee Payment Date and on
the Termination Date.

                  (b) In determining the Applicable Margin and the Applicable
Facility Fee Rate, the Agent and the Banks shall refer to the most recent
financial statements of the Parent and its Consolidated Subsidiaries delivered
to the Banks pursuant to Section 5.01(a) (together with the Compliance
Certificate delivered in connection therewith, the "Audited Statements") and
Section 5.01(b) (together with the Compliance Certificate delivered in
connection therewith, the "Unaudited Statements") and, if the Parent has Rated
Debt outstanding, the Debt Ratings in effect from time to time. For purposes
hereof, "Performance Pricing Determination Date" shall mean (i) each date that
occurs 45 days after the end of each of the first 3 Fiscal Quarters, and 90 days
after the end of the last Fiscal Quarter, or, if applicable, (ii) each date on
which the Debt Rating changes. Each change in interest and fees as a result of a
change in Debt Rating or as a result of a change in the ratio of Consolidated
Debt to Consolidated EBITDA as reflected in the Audited Statements or the
Unaudited Statements shall be effective only for Syndicated Loans (including
Refunding Loans) which are made on or after the relevant Performance Pricing
Determination Date. All determinations hereunder shall be made by the Agent
unless the Required Banks shall object to any such determination. The Parent
shall promptly notify the Agent of any change in the Debt Rating.

         SECTION 2.08. Optional Termination or Reduction of Commitments. The
Parent may, upon at least 3 Domestic Business Days' notice to the Agent,
terminate at any time, or proportionately permanently reduce from time to time
by an aggregate amount of at least $5,000,000 or any larger multiple of
$1,000,000, the Commitments; provided, however, no such termination or reduction
shall be in an amount greater than the Total Unused Commitments on the date of
such termination or reduction. If the Commitments are terminated in their
entirety, all accrued fees (as provided under Section 2.07) shall be payable on
the effective date of such termination.

         SECTION 2.09. Mandatory Termination of Commitments. The Commitments
shall terminate on the Termination Date and any Loans then outstanding (together
with accrued interest thereon) shall be due and payable on such date.

         SECTION 2.10. Optional Prepayments.

                  (a) The Borrower may, upon at least 1 Domestic Business Day's
notice to the Agent, prepay any Base Rate Borrowing made by such Borrower in
whole at any time, or from time to time in part in amounts aggregating at least
$1,000,000, or any larger multiple of $500,000, by paying the principal amount
to be prepaid together with accrued interest thereon to the date of prepayment.
Each such optional prepayment shall be applied to prepay ratably the Base Rate
Loans of the several Banks included in such Base Rate Borrowing.

<PAGE>


                  (b) The Borrower may prepay in minimum amount of $1,000,000
(or any larger multiple of $500,000, or any lesser amounts equal to the
outstanding balance of such Loan) all or any portion of the principal amount of
any Fixed Rate Loan or any Money Market Loan on the last day of any Interest
Period applicable to such Fixed Rate Loan or Money Market Loan and, subject to
any payment required pursuant to Section 8.05 and upon 3 Domestic Business Days'
prior written notice, on any other day prior to the last day of any such
Interest Period.

                  (c) Upon receipt of a notice of prepayment pursuant to this
Section, the Agent shall promptly notify each Bank of the contents thereof and
of such Bank's ratable share of such prepayment and such notice shall not
thereafter be revocable by the Borrower.

         SECTION 2.11. Mandatory Prepayments.

                  (a) On each date on which the Commitments are reduced or
terminated pursuant to Section 2.08 or Section 2.09, the Borrower shall repay or
prepay such principal amount of the outstanding Loans, if any (together with
interest accrued thereon and any amounts due under Section 8.05(a)), as may be
necessary so that after such payment the aggregate unpaid principal amount of
the Loans does not exceed the aggregate amount of the Commitments as then
reduced. Each such payment or prepayment shall be applied to repay or prepay
ratably the Loans of the several Banks; provided that such prepayment shall be
applied, first, to Syndicated Loans outstanding on the date of such prepayment
(in direct order of maturity) and then, to the extent necessary, to Money Market
Loans outstanding on the date of such prepayment (in direct order of maturity).

                  (b) If the Agent determines at any time (either on its own
initiative or at the instance of any Bank) that the aggregate principal amount
of the Syndicated Foreign Currency Loans outstanding (after converting each such
Syndicated Foreign Currency Loan to its Dollar Equivalent on the date of
calculation) at any time exceeds the aggregate Commitments less the outstanding
aggregate amount of all Syndicated Dollar Loans and all Money Market Loans, then
upon 5 Foreign Currency Business Days' written notice from the Agent, the Parent
shall prepay an aggregate principal amount of Loans sufficient to bring the
aggregate of the Dollar Equivalent of the Syndicated Foreign Currency Loans, the
Syndicated Dollar Loans and the Money Market Loans outstanding to an amount not
exceeding the aggregate Commitments. Nothing in the foregoing shall require the
Agent to make any such calculation unless expressly requested to do so by the
Required Banks. All such prepayments shall be applied in the following order:
(i) first to Base Rate Loan; (ii) then to Euro-Dollar Loans; and (iii) then, to
Syndicated Foreign Currency Loans, and (iv) lastly, to Money Market Loans.

         SECTION 2.12. General Provisions as to Payments.

                  (a) The Borrower shall make each payment of principal of, and
interest on, the Loans and of facility fees hereunder, not later than 1:00 P.M.
(Atlanta, Georgia time) on the date when due, in Federal or other funds (subject
to paragraph (c) of this Section with respect to Syndicated Foreign Currency
Loans) immediately available in Atlanta, Georgia, to the Agent at its address
referred to in Section 9.01. The Agent will promptly distribute to each Bank its
ratable share of each such payment received by the Agent for the account of the
Banks.

                  (b) Whenever any payment of principal of, or interest on, the
Base Rate Loans or the Money Market Loans or of fees shall be due on a day which
is not a Domestic Business Day, the date for payment thereof shall be extended
to the next succeeding Domestic Business Day. Whenever any payment of principal
of, or interest on, the Euro-Dollar Loans or Foreign Currency Loans shall be due
on a day which is not a Euro-Dollar Business Day or a Foreign Currency Business
Day, as the case may be, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day or Foreign Currency Business Day, as
the case may be, unless such Euro-Dollar Business Day or Foreign Currency
Business Day, as the case may be, falls in another calendar month, in which case
the date for

<PAGE>


payment thereof shall be the next preceding Euro-Dollar Business Day or Foreign
Currency Business Day, as the case may be. If the date for any payment of
principal is extended by operation of law or otherwise, interest thereon shall
be payable for such extended time.

                  (c) All payments of principal and interest with respect to
Syndicated Foreign Currency Loans shall be made in the Foreign Currency in which
the related Syndicated Foreign Currency Loan was made.

                  (d) All payments of principal, interest and fees and all other
amounts to be made by the Borrower pursuant to this Agreement with respect to
any Loan or fee relating thereto shall be paid without deduction for, and free
from, any tax, imposts, levies, duties, deductions, or withholdings of any
nature now or at anytime hereafter imposed by any governmental authority or by
any taxing authority thereof or therein excluding in the case of each Bank,
taxes imposed on or measured by its net income, and franchise taxes imposed on
it, by the jurisdiction under the laws of which such Bank is organized or any
political subdivision thereof and, in the case of each Bank, taxes imposed on
its income, and franchise taxes imposed on it, by the jurisdiction of such
Bank's applicable Lending Office or any political subdivision thereof (all such
non-excluded taxes, imposts, levies, duties, deductions or withholdings of any
nature being "Taxes"). In the event that the Borrower is required by applicable
law to make any such withholding or deduction of Taxes with respect to any Loan
or fee or other amount, such Borrower shall pay such deduction or withholding to
the applicable taxing authority, shall promptly furnish to any Bank in respect
of which such deduction or withholding is made all receipts and other documents
evidencing such payment and shall pay to such Bank additional amounts as may be
necessary in order that the amount received by such Bank after the required
withholding, deduction or other payment (including any withholding, deduction or
other payment in respect of additional sums payable under this Section 2.12(d))
shall equal the amount such Bank would have received had no such withholding or
other payment been made. If no withholding or deduction of Taxes are payable in
respect of any Loan or fee relating thereto, such Borrower shall furnish any
Bank, at such Bank's request, a certificate from each applicable taxing
authority or an opinion of counsel acceptable to such Bank, in either case
stating that such payments are exempt from or not subject to withholding or
deduction of Taxes. If the Borrower fails to provide such original or certified
copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of
counsel of exemption, such Borrower hereby agrees to compensate such Bank for,
and indemnify them with respect to, the tax consequences of such Borrower's
failure to provide evidence of tax payments or tax exemption.

                  Each Bank which is not organized under the laws of the United
States of America or a state thereof agrees, as soon as practicable after
request by it of a request by the Borrower to do so, to file all appropriate
forms and take other appropriate action to obtain a certificate or other
appropriate document from the appropriate governmental authority in the
jurisdiction imposing the relevant taxes, establishing that it is entitled to
receive payments of principal and interest under this Agreement and the Notes
without deduction and free from withholding of any Taxes imposed by such
jurisdiction; provided, that, if it is unable, for any reason, to establish such
exemption, or to file such forms and, in any event, during such period of time
as such request for exemption is pending, such Borrower shall nonetheless remain
obligated under the terms of the immediately preceding paragraph.

                  Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower contained
in this Section 2.12 shall be applicable with respect to any Participant,
Assignee or other Transferee, and any calculations required by such provisions
(i) shall be made based upon the circumstances of such Participant, Assignee or
other Transferee, and (ii) constitute a continuing agreement and shall survive
the termination of this Agreement and the payment in full or cancellation of the
Notes.

         SECTION 2.13. Computation of Interest and Fees. Interest on Base Rate
Loans shall be computed on the basis of a year of 365 or 366 days, as the case
may be, and paid for the actual number of

<PAGE>


days elapsed (including the first day but excluding the last day). Interest on
Euro-Dollar Loans, Syndicated Foreign Currency Loans and Money Market Loans
shall be computed on the basis of a year of 360 days (except for any Syndicated
Foreign Currency Loans outstanding in Sterling or Canadian Dollars, which shall
be computed on the basis of 365 or 366 days, as the case may be) and paid for
the actual number of days elapsed, calculated as to each Interest Period from
and including the first day thereof to but excluding the last day thereof.
Facility fees and any other fees payable hereunder shall be computed on the
basis of a year of 360 days and paid for the actual number of days elapsed
(including the first day but excluding the last day).

         SECTION 2.14. Termination of Existing Credit Agreement. The Borrower,
the Agent and the Banks hereby agree that upon satisfaction of the conditions
set forth in Section 3.01 the Existing Credit Agreement shall terminate and all
Loans (as defined in the Existing Credit Agreement) outstanding under the
Existing Credit Agreement (the "Outstanding Loans") upon such termination shall
be deemed to be paid in full with the proceeds of new Syndicated Foreign
Currency Loans made under this Agreement (without the need for the delivery of a
Notice of Borrowing) in Foreign Currencies and such principal amounts, bearing
interest at the rates and with Interest Periods applicable thereto identical to
the Foreign Currencies, principal amounts, interest rates and Interest Periods
applicable to the Outstanding Loans immediately prior to the termination of the
Existing Credit Agreement in accordance with this Section. Furthermore, all
accrued and unpaid obligations of the Borrower under the Existing Credit
Agreement for the payment of interest, fees or other amounts immediately prior
to the termination of the Existing Credit Agreement in accordance with this
Section shall be deemed paid in full and replaced by obligations of the Borrower
under this Agreement to pay an amount equal to the amount of such interest, fees
and other amounts on the dates provided in this Agreement.

                                  ARTICLE III

                             CONDITIONS TO BORROWING

         SECTION 3.01. Conditions to Closing. The Closing Date shall not occur
until the Agent has received each of the following:

                  (a) from each of the parties hereto of a duly executed
counterpart of this Agreement signed by such party;

                  (b) a duly executed (i) Syndicated Dollar Note, (ii)
Syndicated Foreign Currency Note and (iii) Money Market Note for the account of
each Bank;

                  (c) [reserved];

                  (d) [reserved];

                  (e) [reserved];

                  (f) [reserved];

                  (g) [reserved]; and

                  (h) subject to the provisions of Section 5.23 hereinbelow, all
documents which the Agent or any Bank may reasonably request relating to the
existence of the Borrower, the corporate authority for and the validity of this
Agreement, the Notes, and any other matters relevant hereto or thereto, all in
form and substance reasonably satisfactory to the Agent, including, without
limitation, an Officer's Certificate of the Borrower substantially in the form
of Exhibit I, signed by the Secretary or an Assistant Secretary of the Borrower,
certifying as to the names, true signatures and incumbency of the officer or
officers of the

<PAGE>


Borrower authorized to execute and deliver the Loan Documents and certified
copies of the action taken by the Board of Directors authorizing the execution,
delivery and performance of this Agreement, the Note and the other Loan
Documents.

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

                  (a) either (i) receipt by the Agent of Notice of Borrowing as
required by Section 2.02 (if such Borrowing is a Syndicated Borrowing), or (ii)
compliance with the provisions of Section 2.03 (if such Borrowing is a Money
Market Borrowing) or Section 2.14;

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

                  (c) except in the case of Borrowings consisting solely of
Refunding Loans, the fact that the representations and warranties of the Parent
contained in Article IV of this Agreement shall be true on and as of the date of
such Borrowing; and

                  (d) the fact that, immediately after such Borrowing (i) the
aggregate outstanding principal amount of the Syndicated Loans of each Bank will
not exceed the amount of its Commitment and (ii) the aggregate outstanding
principal amount of the Loans will not exceed the aggregate amount of the
Commitments of all of the Banks as of such date.

Each Borrowing hereunder, other than a Borrowing which consists solely of
Refunding Loans, shall be deemed to be a representation and warranty by the
Borrower on the date of such Borrowing as to the truth and accuracy of the facts
specified in clauses (b), (c) and (d) of this Section, except to the extent they
relate to a particular date only.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  The Parent represents and warrants that:

         SECTION 4.01. Corporate Existence and Power. The Parent is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation, is duly qualified to transact business
in every jurisdiction where, by the nature of its business, the failure to be so
qualified could have or cause a Material Adverse Effect, and has all corporate
powers and all governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted.

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

         SECTION 4.03. Binding Effect. This Agreement constitutes a valid and
binding agreement of the Borrower enforceable in accordance with its terms, and
the Notes and the other Loan Documents,

<PAGE>


when executed and delivered in accordance with this Agreement, will constitute
valid and binding obligations of the Borrower, enforceable in accordance with
their respective terms, provided that the enforceability hereof and thereof is
subject in each case to general principles of equity and to bankruptcy,
insolvency and similar laws affecting the enforcement of creditors' rights
generally.

         SECTION 4.04. Financial Information.

                  (a) The balance sheet of the Parent and the Consolidated
Subsidiaries as of October 29, 1999 and the related statements of income,
shareholders' equity and cash flows for the Fiscal Year then ended, reported on
by Ernst & Young, copies of which have been delivered to each of the Banks, and
the unaudited consolidated financial statements of the Parent and the
Consolidated Subsidiaries for the interim period ended July 28, 2000, copies of
which have been delivered to each of the Banks, fairly present, in conformity
with GAAP, the consolidated financial position of the Parent as of such dates
and their results of operations and cash flows for such periods stated.

                  (b) Since October 29, 1999, there has been no event, act,
condition or occurrence having a Material Adverse Effect.

         SECTION 4.05. No Litigation. There is no action, suit or proceeding
pending, or to the knowledge of the Parent threatened, against or affecting the
Parent or any of its Subsidiaries before any court or arbitrator or any
governmental body, agency or official which could have a Material Adverse Effect
or which in any manner draws into question the validity of or could impair the
ability of the Borrower to perform its obligations under, this Agreement, the
Notes or any of the other Loan Documents.

         SECTION 4.06. Compliance with ERISA.

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

                  (b) Neither the Parent nor any member of the Controlled Group
has incurred any withdrawal liability with respect to any Multiemployer Plan
under Title IV of ERISA, and no such liability is expected to be incurred.

         SECTION 4.07. Compliance with Laws; Payment of Taxes. The Parent and
its Subsidiaries are in compliance in all material respects with all applicable
laws, regulations and similar requirements of governmental authorities, except
for the matters disclosed in Schedule 4.14 or where such compliance is being
contested in good faith through appropriate proceedings, except where the
failure to comply would not have or cause a Material Adverse Effect. There have
been filed on behalf of the Parent and its Subsidiaries all Federal, state and
local income, excise, property and other tax returns which are required to be
filed by them and all taxes due pursuant to such returns or pursuant to any
assessment received by or on behalf of the Parent or any Subsidiary have been
paid or are being contested in good faith by appropriate proceedings. The
charges, accruals and reserves on the books of the Parent and its Subsidiaries
in respect of taxes or other governmental charges are, in the opinion of the
Parent, adequate. United States income tax returns of the Parent and its
Subsidiaries have been examined and closed through the Fiscal Year ended October
28, 1994.

         SECTION 4.08. Subsidiaries. Each of the Parent's Subsidiaries is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation, is duly qualified to transact business in
every jurisdiction where, by the nature of its business, such qualification is
necessary, and has all corporate powers and all governmental licenses,
authorizations, consents and

<PAGE>


approvals required to carry on its business as now conducted, except where the
failure to qualify or have any such license, authorization, consent or approval
would not have or cause a Material Adverse Effect.

         SECTION 4.09. Investment Company Act. Neither the Parent nor any of its
Subsidiaries is an "investment company" within the meaning of the Investment
Company Act of 1940, as amended.

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

         SECTION 4.11. Ownership of Property; Liens. Each of the Parent and its
Consolidated Subsidiaries has title to its properties sufficient for the conduct
of its business, and none of such property is subject to any Lien except as
permitted in Section 5.08.

         SECTION 4.12. No Default. Neither the Parent nor any of its
Consolidated Subsidiaries is in default under or with respect to any agreement,
instrument or undertaking to which it is a party or by which it or any of its
property is bound which could have or cause a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

         SECTION 4.13. Full Disclosure. All information heretofore furnished by
the Parent or any Subsidiary to the Agent or any Bank for purposes of or in
connection with this Agreement or any transaction contemplated hereby is, and
all such information hereafter furnished by the Parent or any Subsidiary to the
Agent or any Bank will be, true, accurate and complete in every material respect
or based on reasonable estimates on the date as of which such information is
stated or certified.

         SECTION 4.14. Environmental Matters.

                  (a) Except for the matters disclosed in Schedule 4.14, neither
the Parent nor any Subsidiary is subject to any Environmental Liability which
could have or cause a Material Adverse Effect and neither the Parent nor any
Subsidiary has been designated as a potentially responsible party under CERCLA
or under any state statute similar to CERCLA. To the best knowledge of the
Parent, except for the matters disclosed in Schedule 4.14, none of the
Properties has been identified on any current or proposed (i) National
Priorities List under 40 C.F.R. ss. 300, (ii) CERCLIS list or (iii) any list
arising from a state statute similar to CERCLA.

                  (b) Except for the matters disclosed in Schedule 4.14, no
Hazardous Materials have been or are being used, produced, manufactured,
processed, treated, recycled, generated, stored, disposed of, managed or
otherwise handled at, or shipped or transported to or from the Properties or are
otherwise present at, on, in or under the Properties, or, to the best of the
knowledge of the Parent, at or from any adjacent site or facility, except for
Hazardous Materials used or otherwise handled, to the best knowledge of the
Parent, in the ordinary course of business in compliance with all applicable
Environmental Requirements, except where the failure to comply would not have or
cause a Material Adverse Effect.

                  (c) Except for the matters disclosed in Schedule 4.14, the
Parent, and each of its Subsidiaries and Affiliates, has procured all
Environmental Authorizations necessary for the conduct of its business, and, to
the best knowledge of the Parent, is in compliance with all Environmental
Requirements in connection with the operation of the Properties and the
Parent's, and each of its Subsidiary's and Affiliate's, respective businesses,
except where the failure to comply would not have or cause a Material Adverse
Effect.

         SECTION 4.15. Capital Stock. All Capital Stock, debentures, bonds,
notes and all other securities of the Parent and its Subsidiaries presently
issued and outstanding are validly and properly

<PAGE>


issued. All outstanding securities (whether debt or equity) of the Parent and
its Subsidiaries were registered under the federal and any applicable state
securities laws or were issued in transactions which were exempt from
registration under such laws; provided, that as to any Subsidiary acquired but
not created by the Parent, the foregoing is made to the best of the Parent's
knowledge. The issued shares of Capital Stock of the Parent's Wholly Owned
Subsidiaries are owned by the Parent free and clear of any Lien or adverse
claim. At least a majority of the issued shares of capital stock of each of the
Parent's other Subsidiaries (other than Wholly Owned Subsidiaries) is owned by
the Parent, and all such shares owned by the Parent are free and clear of any
Lien or adverse claim.

         SECTION 4.16. Margin Stock. Neither the Parent nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of purchasing or carrying any Margin Stock, and no part of the
proceeds of any Loan will be used to purchase or carry any Margin Stock or to
extend credit to others for the purpose of purchasing or carrying any Margin
Stock, or be used for any purpose which violates, or which is inconsistent with,
the provisions of Regulation X.

         SECTION 4.17. Insolvency. After giving effect to the execution and
delivery of the Loan Documents and the making of the Loans under this Agreement,
the Borrower will not be "insolvent," within the meaning of such term as defined
in ss. 101 of Title 11 of the United States Code or Section 2 of the Uniform
Fraudulent Transfer Act, or any other applicable state law pertaining to
fraudulent transfers, as each may be amended from time to time, or be unable to
pay its debts generally as such debts become due, or have an unreasonably small
capital to engage in any business or transaction, whether current or
contemplated.

                                    ARTICLE V

                                    COVENANTS

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

         SECTION 5.01. Information. The Parent will deliver to each of the
Banks:

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

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

                  (c) simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate,
substantially in the form of Exhibit J (a "Compliance Certificate"), of the
chief financial officer, the treasurer or the chief accounting officer of the
Parent (i) setting forth in reasonable detail the calculations required to
establish whether the Parent was in compliance with the requirements of Sections
5.03, 5.04, 5.08 and 5.11(d) on the date of such financial statements, (ii)
stating

<PAGE>


whether any Default exists on the date of such certificate and, if any Default
then exists, setting forth the details thereof and the action which the Parent
is taking or proposes to take with respect thereto, and (iii) containing the
certification required by Section 5.01(b);

                  (d) simultaneously with the delivery of each set of annual
financial statements referred to in clause (a) above, a statement of the firm of
independent public accountants which reported on such statements to the effect
that nothing has come to their attention to cause them to believe that any
Default under any of Sections 5.03, 5.04 and 5.11(d) existed on the date of such
financial statements;

                  (e) within 5 Domestic Business Days after the chief executive
officer, chief operating officer, chief financial officer, chief accounting
officer or treasurer of the Parent becomes aware of the occurrence of any
Default, a certificate of the chief financial officer, treasurer or the chief
accounting officer of the Parent setting forth the details thereof and the
action which the Parent is taking or proposes to take with respect thereto;

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

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

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

                  (i) promptly after the Parent knows of the commencement
thereof, notice of any litigation or other legal proceeding involving a claim
against the Parent and/or any Subsidiary for $10,000,000 or more in excess of
amounts covered in full by applicable insurance; and

                  (j) from time to time such additional information regarding
the financial position or business of the Parent and its Subsidiaries as the
Agent, at the request of any Bank, may reasonably request.

         SECTION 5.02. Inspection of Property, Books and Records. The Parent
will (i) keep, and will cause each Subsidiary to keep, proper books of record
and account in which full, true and correct entries in conformity with GAAP
shall be made of all dealings and transactions in relation to its business and
activities; and (ii) permit, and will cause each Subsidiary to permit,
representatives of any Bank at such Bank's expense prior to the occurrence of an
Event of Default and at the Parent's expense after the occurrence of an Event of
Default to visit and inspect any of their respective properties, to examine and
make abstracts from any of their respective books and records and to discuss
their respective affairs, finances and accounts with their respective officers,
employees and independent public accountants. The Parent agrees to cooperate and
assist in such visits and inspections, in each case at such reasonable times and
as often as may reasonably be desired.

         SECTION 5.03. Ratio of Consolidated Debt to Consolidated EBITDA. The
ratio of Consolidated Debt to Consolidated EBITDA for the period of 4
consecutive Fiscal Quarters most recently ended will not at any time exceed 3.50
to 1.00.

<PAGE>


         SECTION 5.04. Minimum Shareholders' Equity. Shareholders' Equity will
at no time be less than $257,234,000 plus the sum of (i) 50% of the cumulative
Reported Net Income of the Parent and its Consolidated Subsidiaries during any
period after July 31, 1998 (taken as one accounting period), calculated
quarterly but excluding from such calculations of Reported Net Income for
purposes of this clause (i) any quarter in which the Consolidated Net Income of
the Parent and its Consolidated Subsidiaries is negative, and (ii) 100% of the
cumulative Net Proceeds of Capital Stock/Conversion of Debt received during any
period after the Closing Date, calculated quarterly.

         SECTION 5.05. Restricted Payments. The Parent will not declare or make
any Restricted Payment during any Fiscal Year, except for stock repurchases and
dividends approved by the Board of Directors of the Parent.

         SECTION 5.06. Loans or Advances. Neither the Parent nor any of its
Subsidiaries shall make loans or advances to any Person except: (i) loans or
advances to employees not exceeding Ten Million Dollars ($10,000,000) in the
aggregate outstanding made in the ordinary course of business; (ii) deposits
required by government agencies or public utilities; (iii) loans or advances to
the Borrower; (iv) Prepaid Rebates; (v) loans or advances to Subsidiaries made
to consummate the Pending Acquisition (as such term is defined in the Existing
Credit Agreement); and (vi) loans, advances or deposits other than those
permitted by clauses (i) through (v) of this Section not exceeding 10% of
Consolidated Total Assets in the aggregate outstanding, provided that after
giving effect to the making of any loans, advances or deposits permitted by
clause (i), (ii), (iii), (iv), (v) or (vi) of this Section, no Default shall
have occurred and be continuing.

         SECTION 5.07. Acquisitions. Neither the Parent nor any of its
Subsidiaries shall make any Acquisitions, provided, that Permitted Acquisitions
may be made if, after giving effect thereto, no Default or Event of Default
would be caused thereby (giving effect thereto on a pro forma basis as to
financial covenants).

         SECTION 5.08. Negative Pledge. Neither the Parent nor any Consolidated
Subsidiary will create, assume or suffer to exist any Lien on any asset now
owned or hereafter acquired by it, except:

                  (a) Liens existing on the date of this Agreement securing Debt
outstanding on the date of this Agreement in an aggregate principal amount not
exceeding $10,000,000;

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

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

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

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

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

                  (g) any Lien arising out of the refinancing, extension,
renewal or refunding of any Debt secured by any Lien permitted by any of the
foregoing clauses of this Section, provided that (i) such Debt

<PAGE>


is not secured by any additional assets, and (ii) the amount of such Debt
secured by any such Lien is not increased;

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

                  (i) any Lien on Margin Stock; and

                  (j) Liens not otherwise permitted by the foregoing clauses of
this Section securing Debt (other than indebtedness represented by the Notes) in
an aggregate principal amount at any time outstanding which, together with the
amount of Debt secured by Liens permitted by the foregoing paragraphs (a)
through (i), does not exceed 10% of Consolidated Total Assets.

         SECTION 5.09. Maintenance of Existence. The Parent shall maintain its
corporate existence and carry on its business in substantially the same manner
and in substantially the same fields as such business is now carried on and
maintained, except through corporate reorganization to the extent permitted by
Section 5.11.

         SECTION 5.10. Dissolution. The Parent shall not suffer or permit
dissolution or liquidation either in whole or in part or redeem or retire any
shares of its own stock or that of any Subsidiary, except (i) through corporate
reorganization to the extent permitted by Section 5.11 or (ii) Restricted
Payments permitted by Section 5.05.

         SECTION 5.11. Consolidations, Mergers and Sales of Assets. The Parent
will not consolidate or merge with or into, or sell, lease or otherwise transfer
all or any substantial part of its assets to, any other Person, or discontinue
or eliminate any business line or segment, provided that (a) the Parent may
merge with another Person if (i) such Person was organized under the laws of the
United States of America or one of its states, (ii) the Parent is the
corporation surviving such merger and (iii) immediately after giving effect to
such merger, no Default shall have occurred and be continuing, (b) Subsidiaries
of the Parent may merge with and into the Parent, where the Parent is the
corporation surviving such merger, and (c) the foregoing limitation on the sale,
lease or other transfer of assets and on the discontinuation or elimination of a
business line or segment shall not apply to loans or advances permitted by
Section 5.06 or prohibit, during any Fiscal Quarter, a transfer of assets or the
discontinuance or elimination of a business line or segment (in a single
transaction or in a series of related transactions) unless the aggregate assets
to be so transferred or utilized in a business line or segment to be so
discontinued, when combined with all other assets transferred, and all other
assets utilized in all other business lines or segments discontinued, during
such Fiscal Quarter and the immediately preceding 3 Fiscal Quarters contributed
more than 20% of Consolidated Operating Profits during the 4 consecutive Fiscal
Quarters immediately preceding such Fiscal Quarter.

         SECTION 5.12. Use of Proceeds. No portion of the proceeds of the Loans
will be used by the Parent or any Subsidiary (i) directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of purchasing or carrying
any Margin Stock, or (ii) for any purpose in violation of any applicable law or
regulation.

         SECTION 5.13. Compliance with Laws; Payment of Taxes.

                  (a) The Parent will, and will cause each of its Subsidiaries
and each member of the Controlled Group to, comply with applicable laws
(including but not limited to ERISA), regulations and

<PAGE>


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

                  (b) The Parent shall not permit the aggregate complete or
partial withdrawal liability under Title IV of ERISA with respect to
Multiemployer Plans incurred by the Parent and members of the Controlled Group
to exceed $10,000,000 at any time. For purposes of this Section 5.13(b), the
amount of withdrawal liability of the Parent and members of the Controlled Group
at any date shall be the aggregate present value of the amount claimed to have
been incurred less any portion thereof which the Parent and members of the
Controlled Group have paid or as to which the Parent reasonably believes, after
appropriate consideration of possible adjustments arising under Sections 4219
and 4221 of ERISA, it and members of the Controlled Group will have no
liability.

         SECTION 5.14. Insurance. The Parent will maintain, and will cause each
of its Subsidiaries to maintain (either in the name of the Parent or in such
Subsidiary's own name), with financially sound and reputable insurance
companies, insurance on all its Property in at least such amounts and against at
least such risks as are usually insured against in the same general area by
companies of established repute engaged in the same or similar business.

         SECTION 5.15. Change in Fiscal Year. The Parent will not change its
Fiscal Year without the consent of the Required Banks.

         SECTION 5.16. Maintenance of Property. The Parent shall, and shall
cause each Subsidiary to, maintain all of its material properties and assets in
good condition, repair and working order, ordinary wear and tear excepted.

         SECTION 5.17. Environmental Notices. The Parent shall furnish to the
Banks and the Agent prompt written notice of all material Environmental
Liabilities, Environmental Notices and Environmental Judgments and Orders and
pending, threatened or anticipated Environmental Proceedings relating to the
Parent, any of its Subsidiaries or the Properties.

         SECTION 5.18. Environmental Matters. The Parent and its Subsidiaries
will not, and will not permit any Third Party to, use, produce, manufacture,
process, treat, recycle, generate, store, dispose of, manage at, or otherwise
handle or ship or transport to or from the Properties any Hazardous Materials
except for Hazardous Materials used, produced, manufactured, processed, treated,
recycled, generated, stored, disposed, managed or otherwise handled, to the best
knowledge of the Parent, in compliance with all applicable Environmental
Requirements, except where the failure to comply could not reasonably be
expected to have or cause a Material Adverse Effect.

         SECTION 5.19. Environmental Release. The Parent agrees that upon the
occurrence of an Environmental Release at or on any of the Properties it will
act immediately to investigate the extent of, and to take appropriate remedial
action with respect to, such Environmental Release, whether or not ordered or
otherwise directed to do so by any Environmental Authority.

         SECTION 5.20. Transactions with Affiliates. Neither the Parent nor any
of its Subsidiaries shall enter into, or be a party to, any material transaction
with any Affiliate of the Parent or such Subsidiary (which Affiliate is not the
Borrower), except as permitted by law and in the ordinary course of business and
pursuant to reasonable terms no less favorable to the Parent or such Subsidiary
than would be obtained in a comparable arm's length transaction with a Person
which is not an Affiliate.

<PAGE>


         SECTION 5.21. Limitation on Subsidiary Debt. The Parent shall not
permit the outstanding principal amount of Debt of its Subsidiaries (other than
(i) Debt owed to the Borrower, (ii) Debt owed under this Agreement or any Loan
Document, (iii) Debt under any of the Chase Credit Documents, and (iv) Debt
evidenced by the Lilly Securities (as such term is defined in the Chase Credit
Documents)) at any time to exceed, in the aggregate, an amount equal to or
greater than 10% of Consolidated Total Assets.

                                   ARTICLE VI

                                    DEFAULTS

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

                  (a) the Borrower shall fail to pay when due any principal of
any Loan or shall fail to pay any interest on any Loan within 5 Domestic
Business Days after such interest shall become due, or shall fail to pay any fee
or other amount payable hereunder within 5 Domestic Business Days after such fee
or other amount becomes due; or

                  (b) the Parent shall fail to observe or perform any covenant
contained in Section 5.01(e), 5.02(ii), 5.03, 5.04, 5.08, 5.09, 5.10 or 5.11; or

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

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

                  (e) the Parent or any Subsidiary shall fail to make any
payment in respect of Debt outstanding in an aggregate principal amount in
excess of $10,000,000 (other than the Notes) when due or within any applicable
grace period; or

                  (f) any event or condition shall occur which results in the
acceleration of the maturity of Debt outstanding of the Parent or any Subsidiary
in an aggregate principal amount in excess of $10,000,000 or the mandatory
prepayment or purchase of such Debt by the Parent (or its designee) or such
Subsidiary (or its designee) prior to the scheduled maturity thereof, or enables
(or, with the giving of notice or lapse of time or both, would enable) the
holders of such Debt or any Person acting on such holders' behalf to accelerate
the maturity thereof or require the mandatory prepayment or purchase thereof
prior to the scheduled maturity thereof, without regard to whether such holders
or other Person shall have exercised or waived their right to do so; or

                  (g) the Parent or any Subsidiary shall commence a voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the

<PAGE>


benefit of creditors, or shall fail generally, or shall admit in writing its
inability, to pay its debts as they become due, or shall take any corporate
action to authorize any of the foregoing; or

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

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

                  (j) one or more judgments or orders for the payment of money
in an aggregate amount in excess of $10,000,000 shall be rendered against the
Parent or any Subsidiary and the Parent or such Subsidiary shall not discharge
the same in accordance with its terms or procure a stay of execution thereof
within 30 days from the date of entry thereof, and within such period of 30
days, or such longer period during which execution of such judgment shall have
been stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal; or

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

                  (l) (i) any Person or two or more Persons acting in concert
shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of
the Securities and Exchange Commission under the Securities Exchange Act of
1934) of 30% or more of the outstanding shares of the voting stock of the
Parent; or (ii) as of any date a majority of the Board of Directors of the
Parent consists of individuals who were not either (A) directors of the Parent
as of the corresponding date of the previous year, (B) selected or nominated to
become directors by the Board of Directors of the Parent of which a majority
consisted of individuals described in clause (A), or (C) selected or nominated
to become directors by the Board of Directors of the Parent of which a majority
consisted of individuals described in clause (A) and individuals described in
clause (B);

then, and in every such event, the Agent shall (i) if requested by the Required
Banks, by notice to the Parent terminate the Commitments and they shall
thereupon terminate, and (ii) if requested by the Required Banks, by notice to
the Parent declare the Notes (together with accrued interest thereon) and all
other amounts payable hereunder and under the other Loan Documents to be, and
the Notes (together with all accrued interest thereon) and all other amounts
payable hereunder and under the other Loan Documents shall thereupon become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower; provided that if
any Event of Default specified in clause (g) or (h) above occurs with respect to
the Borrower, without any notice to the Borrower or any other act by the Agent
or the Banks, the Commitments shall thereupon automatically terminate and the
Notes (together with accrued interest thereon) and all other amounts payable
hereunder

<PAGE>


and under the other Loan Documents shall automatically become immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower. Notwithstanding the foregoing,
the Agent shall have available to it all other remedies at law or equity, and
shall exercise any one or all of them at the request of the Required Banks.

         SECTION 6.02. Notice of Default. The Agent shall give notice to the
Parent of any Default under Section 6.01(c) promptly upon being requested to do
so by any Bank and shall thereupon notify all the Banks thereof.

                                   ARTICLE VII

                                    THE AGENT

         SECTION 7.01. Appointment, Powers and Immunities. Each Bank hereby
irrevocably appoints and authorizes the Agent to act as its agent hereunder and
under the other Loan Documents with such powers as are specifically delegated to
the Agent by the terms hereof and thereof, together with such other powers as
are reasonably incidental thereto. The Agent: (a) shall have no duties or
responsibilities except as expressly set forth in this Agreement and the other
Loan Documents, and shall not by reason of this Agreement or any other Loan
Document be a trustee for any Bank; (b) shall not be responsible to the Banks
for any recitals, statements, representations or warranties contained in this
Agreement or any other Loan Document, or in any certificate or other document
referred to or provided for in, or received by any Bank under, this Agreement or
any other Loan Document, or for the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
any other document referred to or provided for herein or therein or for any
failure by the Borrower to perform any of its obligations hereunder or
thereunder; (c) shall not be required to initiate or conduct any litigation or
collection proceedings hereunder or under any other Loan Document except to the
extent requested by the Required Banks, and then only on terms and conditions
satisfactory to the Agent, and (d) shall not be responsible for any action taken
or omitted to be taken by it hereunder or under any other Loan Document or any
other document or instrument referred to or provided for herein or therein or in
connection herewith or therewith, except for its own gross negligence or willful
misconduct. The Agent may employ agents and attorneys-in-fact and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. The provisions of this
Article VII are solely for the benefit of the Agent and the Banks, and the
Borrower shall not have any rights as a third party beneficiary of any of the
provisions hereof. In performing its functions and duties under this Agreement
and under the other Loan Documents, the Agent shall act solely as agent of the
Banks and does not assume and shall not be deemed to have assumed any obligation
towards or relationship of agency or trust with or for the Borrower. The duties
of the Agent shall be ministerial and administrative in nature, and the Agent
shall not have by reason of this Agreement or any other Loan Document a
fiduciary relationship in respect of any Bank.

         SECTION 7.02. Reliance by Agent. The Agent shall be entitled to rely
upon any certification, notice or other communication (including any thereof by
telephone, telefax, telegram or cable) believed by it to be genuine and correct
and to have been signed or sent by or on behalf of the proper Person or Persons,
and upon advice and statements of legal counsel, independent accountants or
other experts selected by the Agent. As to any matters not expressly provided
for by this Agreement or any other Loan Document, the Agent shall in all cases
be fully protected in acting, or in refraining from acting, hereunder and
thereunder in accordance with instructions signed by the Required Banks, and
such instructions of the Required Banks in any action taken or failure to act
pursuant thereto shall be binding on all of the Banks.

         SECTION 7.03. Defaults. The Agent shall not be deemed to have knowledge
of the occurrence of a Default or an Event of Default (other than the
non-payment of principal of or interest on the Loans or non-payment of the
facility fee) unless the Agent has received notice from a Bank or the Borrower
specifying such Default or Event of Default and stating that such notice is a
"Notice of Default". In the

<PAGE>


event that the Agent receives such a notice of the occurrence of a Default or an
Event of Default, the Agent shall give prompt notice thereof to the Banks. The
Agent shall give each Bank prompt notice of each non-payment of principal of or
interest on the Loans or of the facility fee, whether or not it has received any
notice of the occurrence of such non-payment. The Agent shall (subject to
Section 9.05) take such action with respect to such Default or Event of Default
as shall be directed by the Required Banks, provided that, unless and until the
Agent shall have received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Banks.

         SECTION 7.04. Rights of Agent and its Affiliates as a Bank. With
respect to any Loan made by Wachovia or an Affiliate of Wachovia, such Affiliate
and Wachovia in their capacity as a Bank hereunder shall have the same rights
and powers hereunder as any other Bank and may exercise the same as though it
were not an Affiliate of Wachovia (or in Wachovia's case, acting as the Agent),
and the term "Bank" or "Banks" shall, unless the context otherwise indicates,
include such Affiliate of Wachovia or Wachovia in its individual capacity. Such
Affiliate and Wachovia may (without having to account therefor to any Bank)
accept deposits from, lend money to and generally engage in any kind of banking,
trust or other business with the Borrower (and any Affiliate of the Borrower) as
if they were not an Affiliate of the Agent or the Agent, respectively; and such
Affiliate and Wachovia may accept fees and other consideration from the Borrower
(in addition to any agency fees and arrangement fees heretofore agreed to
between the Parent and Wachovia) for services in connection with this Agreement
or any other Loan Document or otherwise without having to account for the same
to the Banks.

         SECTION 7.05. Indemnification. Each Bank severally agrees to indemnify
the Agent, to the extent the Agent shall not have been reimbursed by the
Borrower, ratably in accordance with its Commitment, for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including, without limitation, counsel fees and disbursements)
or disbursements of any kind and nature whatsoever which may be imposed on,
incurred by or asserted against the Agent in any way relating to or arising out
of this Agreement or any other Loan Document or any other documents contemplated
by or referred to herein or therein or the transactions contemplated hereby or
thereby (excluding, unless an Event of Default has occurred and is continuing,
the normal administrative costs and expenses incident to the performance of its
agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or any such other documents; provided, however, that no Bank shall be
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Agent. If any indemnity furnished to the
Agent for any purpose shall, in the opinion of the Agent, be insufficient or
become impaired, the Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished.

         SECTION 7.06. CONSEQUENTIAL DAMAGES. THE AGENT SHALL NOT BE RESPONSIBLE
OR LIABLE TO ANY BANK, THE BORROWER OR ANY OTHER PERSON OR ENTITY FOR ANY
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

         SECTION 7.07. Payee of Note Treated as Owner. The 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 Agent and the provisions of Section 9.07(c) have been satisfied.
Any requests, 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 that
Note or of any Note or Notes issued in exchange therefor or replacement thereof.

         SECTION 7.08. Non-Reliance on Agent and Other Banks. Each Bank agrees
that it has, independently and without reliance on the Agent or any other Bank,
and based on such documents and

<PAGE>


information as it has deemed appropriate, made its own credit analysis of the
Borrower and decision to enter into this Agreement and that it will,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking action
under this Agreement or any of the other Loan Documents. The Agent shall not be
required to keep itself (or any Bank) informed as to the performance or
observance by the Borrower of this Agreement or any of the other Loan Documents
or any other document referred to or provided for herein or therein or to
inspect the properties or books of the Borrower or any other Person. Except for
notices, reports and other documents and information expressly required to be
furnished to the Banks by the Agent hereunder or under the other Loan Documents,
the Agent shall not have any duty or responsibility to provide any Bank with any
credit or other information concerning the affairs, financial condition or
business of the Borrower or any other Person (or any of their Affiliates) which
may come into the possession of the Agent.

         SECTION 7.09. Failure to Act. Except for action expressly required of
the Agent hereunder or under the other Loan Documents, the Agent shall in all
cases be fully justified in failing or refusing to act hereunder and thereunder
unless it shall receive further assurances to its satisfaction by the Banks of
their indemnification obligations under Section 7.05 against any and all
liability and expense which may be incurred by the Agent by reason of taking,
continuing to take, or failing to take any such action.

         SECTION 7.10. Resignation or Removal of Agent. Subject to the
appointment and acceptance of a successor Agent as provided below, the Agent may
resign at any time by giving notice thereof to the Banks and the Parent and the
Agent may be removed at any time with or without cause by the Required Banks.
Upon any such resignation or removal, the Required Banks shall have the right to
appoint a successor Agent. If no successor Agent shall have been so appointed by
the Required Banks and shall have accepted such appointment within 30 days after
the retiring Agent's notice of resignation or the Required Banks' removal of the
retiring Agent, then the retiring Agent may, on behalf of the Banks, appoint a
successor Agent. Any successor Agent shall be a bank which has a combined
capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties and obligations hereunder. After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this Article VII
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Agent hereunder.

                                  ARTICLE VIII

                      CHANGE IN CIRCUMSTANCES; COMPENSATION

         SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period:

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

                  (b) the Required Banks advise the Agent that the London
Interbank Offered Rate or IBOR, as the case may be, as reasonably determined by
the Agent, will not adequately and fairly reflect the cost to such Banks of
funding the relevant type of Fixed Rate Loans for such Interest Period,

the Agent shall forthwith give notice thereof to the Parent and the Banks,
whereupon until the Agent notifies the Parent that the circumstances giving rise
to such suspension no longer exist, the obligations of the Banks to make the
type of Fixed Rate Loans specified in such notice shall be suspended. Unless the
Borrower notifies the Agent at least 2 Domestic Business Days before the date of
any Borrowing of such type of Fixed Rate Loans for which a Notice of Borrowing
has previously been given that it elects not to borrow on such date, such
Borrowing shall instead be made as a Base Rate Borrowing.

<PAGE>


         SECTION 8.02. Illegality. If, after the date hereof, the adoption of
any applicable law, rule or regulation, or any change in any existing or future
law, rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof (any such authority, bank or
agency being referred to as an "Authority" and any such event being referred to
as a "Change of Law"), or compliance by any Bank (or its Lending Office) with
any request or directive (whether or not having the force of law) of any
Authority shall make it unlawful or impossible for any Bank (or its Lending
Office) to make, maintain or fund its Euro-Dollar Loans or Syndicated Foreign
Currency Loans and such Bank shall so notify the Agent, the Agent shall
forthwith give notice thereof to the other Banks and the Parent, whereupon until
such Bank notifies the Parent and the Agent that the circumstances giving rise
to such suspension no longer exist, the obligation of such Bank to make
Euro-Dollar Loans or Syndicated Foreign Currency Loans, as the case may be,
shall be suspended. Before giving any notice to the Agent pursuant to this
Section, such Bank shall designate a different Lending Office if such
designation will avoid the need for giving such notice and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank
shall determine that it may not lawfully continue to maintain and fund any of
its outstanding Euro-Dollar Loans or Syndicated Foreign Currency Loans, as the
case may be, to maturity and shall so specify in such notice, the Borrower shall
immediately prepay in full the then outstanding principal amount of each
Euro-Dollar Loan or Syndicated Foreign Currency Loan, as the case may be, of
such Bank, together with accrued interest thereon and any amount due such Bank
pursuant to Section 8.05(a). Concurrently with prepaying each such Euro-Dollar
Loan or Syndicated Foreign Currency Loan, as the case may be, the Borrower shall
borrow a Base Rate Loan in an equal principal amount from such Bank (on which
interest and principal shall be payable contemporaneously with the related
Euro-Dollar Loans or Syndicated Foreign Currency Loans, as the case may be, of
the other Banks), and such Bank shall make such a Base Rate Loan.

         SECTION 8.03. Increased Cost and Reduced Return.

                  (a) If after the date hereof, a Change of Law or compliance by
any Bank (or its Lending Office) with any request or directive (whether or not
having the force of law) of any Authority:

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

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

                           (iii) shall impose on any Bank (or its Lending
                  Office) or on the London or other relevant interbank market
                  any other condition affecting its Fixed Rate Loans, its Notes
                  or its obligation to make Fixed Rate Loans;

<PAGE>


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

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

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

                  (d) The provisions of this Section 8.03 shall be applicable
with respect to any Participant, Assignee or other Transferee, and any
calculations required by such provisions shall be made based upon the
circumstances of such Participant, Assignee or other Transferee and shall
constitute a continuing agreement and shall survive the termination of this
Agreement and the payment in full or cancellation of the Notes.

         SECTION 8.04. Base Rate Loans or Other Fixed Rate Loans Substituted for
Affected Fixed Rate Loans. If (i) the obligation of any Bank to make or maintain
Euro-Dollar Loans or Syndicated Foreign Currency Loans has been suspended
pursuant to Section 8.02 or (ii) any Bank has demanded compensation under
Section 8.03, and the Parent shall, by at least 5 Euro-Dollar Business Days'
prior notice to such Bank through the Agent, have elected that the provisions of
this Section shall apply to such Bank, then, unless and until such Bank notifies
the Parent that the circumstances giving rise to such suspension or demand for
compensation no longer apply:

                  (a) all Loans which would otherwise be made by such Bank as
Syndicated Foreign Currency Loans or Euro-Dollar Loans, as the case may be,
shall be made instead either (A) as Base Rate Loans, (B) if such suspension or
demand for compensation relates to Euro-Dollar Loans, but not Syndicated Foreign
Currency Loans, as Syndicated Foreign Currency Loans, or (C) if such demand for
compensation relates to Syndicated Foreign Currency Loans, but not Euro-Dollar
Loans, as Euro-Dollar Loans, as the Parent may elect in the notice to such Bank
through the Agent referred to hereinabove (in all cases interest and principal
on such Loans shall be payable contemporaneously with the related Fixed Rate
Loans of the other Banks), and

                  (b) after each of its Syndicated Foreign Currency Loans or
Euro-Dollar Loans, as the case may be, has been repaid, all payments of
principal which would otherwise be applied to repay such Fixed Rate Loans shall
be applied to repay its Base Rate Loans instead.

<PAGE>


In the event that the Parent shall elect that the provisions of this Section
shall apply to any Bank, the Borrower shall remain liable for, and shall pay to
such Bank as provided herein, all amounts due such Bank under Section 8.03 in
respect of the period preceding the date of conversion of such Bank's Loans
resulting from the Parent's election.

         SECTION 8.05. Compensation. Upon the request of any Bank, delivered to
the Parent and the Agent, the Borrower shall pay to such Bank such amount or
amounts as shall compensate such Bank for any loss, cost or expense incurred by
such Bank as a result of:

                  (a) any payment or prepayment (pursuant to Section 2.10,
Section 2.11, Section 6.01, Section 8.02 or otherwise) of a Fixed Rate Loan or a
Money Market Loan on a date other than the last day of an Interest Period for
such Fixed Rate Loan or Money Market Loan, as the case may be;

                  (b) any failure by the Borrower to prepay a Fixed Rate Loan or
a Money Market Loan on the date for such prepayment specified in the relevant
notice of prepayment hereunder;

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

                  (d) any failure by the Borrower to borrow a Money Market Loan
(with respect to which such Borrower has accepted a Money Market Quote) on the
date for the Money Market Borrowing of which such Money Market Loan is a part
specified in the applicable Money Market Quote Request delivered pursuant to
Section 2.03; or

                  (e) any failure by the Borrower to pay a Syndicated Foreign
Currency Loan in the applicable Foreign Currency;

such compensation to include, without limitation, as applicable: (A) an amount
equal to the excess, if any, of (x) the amount of interest which would have
accrued on the amount so paid or prepaid or not prepaid or borrowed for the
period from the date of such payment, prepayment or failure to prepay or borrow
to the last day of the then current Interest Period for such Fixed Rate Loan
(or, in the case of a failure to prepay or borrow, the Interest Period for such
Fixed Rate Loan which would have commenced on the date of such failure to prepay
or borrow) at the applicable rate of interest for such Fixed Rate Loan provided
for herein over (y) the amount of interest (as reasonably determined by such
Bank) such Bank would have paid on (i) deposits in Dollars of comparable amounts
having terms comparable to such period placed with it by leading banks in the
London interbank market (if such Fixed Rate Loan is a Euro-Dollar Loan), or (ii)
any deposit in a Foreign Currency of comparable amounts having terms comparable
to such period placed with it by lending banks in the applicable interbank
market for such Foreign Currency (if such Fixed Rate Loan is a Syndicated
Foreign Currency Loan) or (B) any such loss, cost or expense incurred by such
Bank in liquidating or closing out any foreign currency contract undertaken by
such Bank in funding or maintaining such Fixed Rate Loan (if such Fixed Rate
Loan is a Syndicated Foreign Currency Loan).

         SECTION 8.06. Failure to Pay in Foreign Currency. If the Borrower is
unable for any reason to effect payment in a Foreign Currency as required by
this Agreement or if the Borrower shall default in a Foreign Currency, each Bank
may, through the Agent, require such payment to be made in Dollars in the Dollar
Equivalent amount of such payment. In any case in which the Borrower shall make
such payment in Dollars, such Borrower agrees to hold the Banks harmless from
any loss incurred by the Banks arising from any change in the value of Dollars
in relation to such Foreign Currency between the date such payment became due
and the date of payment thereof.

         SECTION 8.07. Judgment Currency. If for the purpose of obtaining
judgment in any court or

<PAGE>


enforcing any such judgment it is necessary to convert any amount due in any
Foreign Currency into any other currency, the rate of exchange used shall be the
Agent's spot rate of exchange for the purchase of the Foreign Currency with such
other currency at the close of business on the Foreign Currency Business Day
preceding the date on which judgment is given or any order for payment is made.
The obligation of the Borrower in respect of any amount due from it hereunder
shall, notwithstanding any judgment or order for a liquidated sum or sums in
respect of amounts due hereunder or under any judgment or order in any other
currency or otherwise be discharged only to the extent that on the Foreign
Currency Business Day following receipt by the Agent of any payment in a
currency other than the relevant Foreign Currency the Agent is able (in
accordance with normal banking procedures) to purchase the relevant Foreign
Currency with such other currency. If the amount of the relevant Foreign
Currency that the Agent is able to purchase with such other currency is less
than the amount due in the relevant Foreign Currency, notwithstanding any
judgment or order, such Borrower shall indemnify the Banks for the shortfall.

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile transmission or
similar writing) and shall be given to such party at its address or telecopy
number set forth on the signature pages hereof or such other address or telecopy
number as such party may hereafter specify for the purpose by notice to each
other party. Each such notice, request or other communication shall be effective
(i) if given by telecopier, when such telecopy is transmitted to the telecopy
number specified in this Section and the telecopy machine used by the sender
provides a written confirmation that such telecopy has been so transmitted or
receipt of such telecopy transmission is otherwise confirmed, (ii) if given by
mail, 72 hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid, and (iii) if given by any other
means, when delivered at the address specified in this Section; provided that
notices to the Agent under Article II or Article VIII shall not be effective
until received.

         SECTION 9.02. No Waivers. No failure or delay by the Agent or any Bank
in exercising any right, power or privilege hereunder or under any Note or other
Loan Document shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.

         SECTION 9.03. Expenses; Documentary Taxes; Indemnification.

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

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

                  (c) The Borrower shall indemnify the Agent, the Banks and each
Affiliate thereof and their respective directors, officers, employees and agents
from, and hold each of them harmless against,

<PAGE>


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

         SECTION 9.04. Setoffs; Sharing of Set-Offs.

                  (a) The Borrower hereby grants to each Bank, as security for
the full and punctual payment and performance of the obligations of such
Borrower under this Agreement, a continuing lien on and security interest in all
deposits and other sums credited by or due from such Bank to such Borrower or
subject to withdrawal by such Borrower; and regardless of the adequacy of any
collateral or other means of obtaining repayment of such obligations, each Bank
may at any time upon or after the occurrence of any Event of Default, and
without notice to the Borrower, set off the whole or any portion or portions of
any or all such deposits and other sums against such obligations, whether or not
any other Person or Persons could also withdraw money therefrom.

                  (b) Each Bank agrees that if it shall, by exercising any right
of set-off or counterclaim or otherwise, receive payment of a proportion of the
aggregate amount of principal and interest owing with respect to the Syndicated
Notes held by it which is greater than the proportion received by any other Bank
in respect of the aggregate amount of all principal and interest owing with
respect to the Syndicated Notes held by such other Bank, the Bank receiving such
proportionately greater payment shall purchase such participations in the
Syndicated Notes held by the other Banks owing to such other Banks, and/or such
other adjustments shall be made, as may be required so that all such payments of
principal and interest with respect to the Syndicated Notes held by the Banks
owing to such other Banks shall be shared by the Banks pro rata; provided that
(i) nothing in this Section shall impair the right of any Bank to exercise any
right of set-off or counterclaim it may have and to apply the amount subject to
such exercise to the payment of indebtedness (including, without limitation,
Money Market Loans) of the Borrower other than its indebtedness under the
Syndicated Notes, and (ii) if all or any portion of such payment received by the
purchasing Bank is thereafter recovered from such purchasing Bank, such purchase
from each other Bank shall be rescinded and such other Bank shall repay to the
purchasing Bank the purchase price of such participation to the extent of such
recovery together with an amount equal to such other Bank's ratable share
(according to the proportion of (x) the amount of such other Bank's required
repayment to (y) the total amount so recovered from the purchasing Bank) of any
interest or other amount paid or payable by the purchasing Bank in respect of
the total amount so recovered. The Borrower agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a participation in a
Syndicated Note, whether or not acquired pursuant to the foregoing arrangements,
may exercise rights of set-off or counterclaim and other rights with respect to
such participation as fully as if such holder of a participation were a direct
creditor of such Borrower in the amount of such participation.

         SECTION 9.05. Amendments and Waivers.

                  (a) Any provision of this Agreement, the Notes or any other
Loan Documents may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrower and the Required Banks (and,
if the rights or duties of the Agent are affected thereby, by the Agent);
provided that no such amendment or waiver shall, unless signed by all the Banks,
(i) change the Commitment of any Bank or subject any Bank to any additional
obligation, (ii) change the principal of or

<PAGE>


reduce the rate of interest on any Loan or reduce any fees hereunder, (iii)
change the date fixed for any payment of principal of or interest on any Loan or
any fees hereunder, (iv) change the amount of principal or reduce the rate or
amount of interest or fees due on any date fixed for the payment thereof, (v)
change the percentage of the Commitments or of the aggregate unpaid principal
amount of the Notes, or the percentage of Banks, which shall be required for the
Banks or any of them to take any action under this Section or any other
provision of this Agreement, (vi) change the manner of application of any
payments made under this Agreement or the Notes, or (vii) release any guaranty
given to support payment of the Loans.

                  (b) The Borrower will not solicit, request or negotiate for or
with respect to any proposed waiver or amendment of any of the provisions of
this Agreement unless each Bank shall be informed thereof by the Borrower and
shall be afforded an opportunity of considering the same and shall be supplied
by the Borrower with sufficient information to enable it to make an informed
decision with respect thereto. Executed or true and correct copies of any waiver
or consent effected pursuant to the provisions of this Agreement shall be
delivered by the Borrower to each Bank forthwith following the date on which the
same shall have been executed and delivered by the requisite percentage of
Banks. The Borrower will not, directly or indirectly, pay or cause to be paid
any remuneration, whether by way of supplemental or additional interest, fee or
otherwise, to any Bank (in its capacity as such) as consideration for or as an
inducement to the entering into by such Bank of any waiver or amendment of any
of the terms and provisions of this Agreement unless such remuneration is
concurrently paid, on the same terms, ratably to all such Banks.

         SECTION 9.06. Margin Stock Collateral. Each of the Banks represents to
the Agent and each of the other Banks that it in good faith is not, directly or
indirectly (by negative pledge or otherwise), relying upon any Margin Stock as
collateral in the extension or maintenance of the credit provided for in this
Agreement.

         SECTION 9.07. Successors and Assigns.

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

                  (b) Any Bank may at any time sell to one or more Persons (each
a "Participant") participating interests in any Loan owing to such Bank, any
Note held by such Bank, any Commitment hereunder or any other interest of such
Bank hereunder. In the event of any such sale by a Bank of a participating
interest to a Participant, such Bank's obligations under this Agreement shall
remain unchanged, such Bank shall remain solely responsible for the performance
thereof, such Bank shall remain the holder of any such Note for all purposes
under this Agreement, and the Borrower and the Agent shall continue to deal
solely and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement. In no event shall a Bank that sells a
participation be obligated to the Participant to take or refrain from taking any
action hereunder except that such Bank may agree that it will not (except as
provided below), without the consent of the Participant, agree to (i) the change
of any date fixed for the payment of principal of or interest on the related
Loan or Loans, (ii) the change of the amount of any principal or reduction of
the rate or amount of any interest or fees due on any date fixed for the payment
thereof with respect to the related Loan or Loans, (iii) the change of the
principal of the related Loan or Loans, (iv) any reduction of the rate at which
either interest is payable thereon or (if the Participant is entitled to any
part thereof) facility fee is payable hereunder from the rate at which the
Participant is entitled to receive interest or facility fee (as the case may be)
in respect of such participation, or (v) the release of any guaranty given to
support payment of the Loans. Each Bank selling a participating interest in any
Loan having a term in excess of 1 year, Note, Commitment or other interest under
this Agreement shall, within 10 Domestic Business Days of such sale, provide the
Parent and the Agent with written notification stating that such sale has
occurred and identifying the Participant and the

<PAGE>


interest purchased by such Participant. The Borrower agrees that each
Participant shall be entitled to the benefits of Article VIII with respect to
its participation in Loans outstanding from time to time.

                  (c) Any Bank may at any time assign to one or more banks or
financial institutions (each an "Assignee") all, or a proportionate part of all,
of its rights and obligations under this Agreement, the Notes and the other Loan
Documents, and such Assignee shall assume all such rights and obligations,
pursuant to an Assignment and Acceptance in the form attached hereto as Exhibit
K, executed by such Assignee, such transferor Bank and the Agent (and, in the
case of: (i) an Assignee that is not then a Bank or an Affiliate of a Bank; and
(ii) an assignment not made during the existence of a Default or an Event of
Default, by the Parent); provided that (i) no interest may be sold by a Bank
pursuant to this paragraph (c) unless the Assignee shall agree to assume ratably
equivalent portions of the transferor Bank's Commitment, (ii) the amount of the
Commitment of the assigning Bank being assigned pursuant to such assignment
(determined as of the effective date of the assignment) shall be equal to or
greater than $10,000,000, (iii) no interest may be sold by a Bank pursuant to
this paragraph (c) to any Assignee that is not then a Bank or an Affiliate of a
Bank without the consent of the Parent, which consent shall not be unreasonably
withheld, provided that the Parent's consent shall not be necessary with respect
to any assignment made during the existence of a Default or an Event of Default;
(iv) a Bank may not have more than 2 Assignees that are not then Banks, and (v)
no interest may be sold by a Bank pursuant to this paragraph (c) to any Assignee
that is not then a Bank or an Affiliate of a Bank, without the consent of the
Agent, which consent shall not be unreasonably withheld, provided, that although
the Agent's consent may not be necessary with respect to an Assignee that is
then a Bank or an Affiliate of a Bank, no such assignment shall be effective
until the conditions set forth in the following sentence are satisfied. Upon (A)
execution of the Assignment and Acceptance by such transferor Bank, such
Assignee, the Agent and (if applicable) the Parent, (B) delivery of an executed
copy of the Assignment and Acceptance to the Parent and the Agent, (C) payment
by such Assignee to such transferor Bank of an amount equal to the purchase
price agreed between such transferor Bank and such Assignee, and (D) payment by
the assigning Bank of a processing and recordation fee of $3,500 to the Agent,
such Assignee shall for all purposes be a Bank party to this Agreement and shall
have all the rights and obligations of a Bank under this Agreement (including,
without limitation, the rights of a Bank under Section 2.03) to the same extent
as if it were an original party hereto with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be released from its
obligations hereunder to a corresponding extent, and no further consent or
action by the Borrower, the Banks or the Agent shall be required. Upon the
consummation of any transfer to an Assignee pursuant to this paragraph (c), the
transferor Bank, the Agent and the Borrower shall make appropriate arrangements
so that, if required, new Notes are issued to each of such Assignee and such
transferor Bank.

                  (d) Subject to the provisions of Section 9.08, the Borrower
authorizes each Bank to disclose to any Participant, Assignee or other
transferee (each a "Transferee") and any prospective Transferee any and all
financial and other information in such Bank's possession concerning the
Borrower which has been delivered to such Bank by the Borrower pursuant to this
Agreement or which has been delivered to such Bank by the Borrower in connection
with such Bank's credit evaluation prior to entering into this Agreement.

                  (e) No Transferee shall be entitled to receive any greater
payment under Section 8.03 than the transferor Bank would have been entitled to
receive with respect to the rights transferred, unless such transfer is made
with the Parent's prior written consent or by reason of the provisions of
Section 8.02 or 8.03 requiring such Bank to designate a different Lending Office
under certain circumstances or at a time when the circumstances giving rise to
such greater payment did not exist.

                  (f) Anything in this Section 9.07 to the contrary
notwithstanding, any Bank may assign and pledge all or any portion of the Loans
and/or obligations owing to it to any Federal Reserve Bank or the United States
Treasury as collateral security pursuant to Regulation A of the Board of
Governors of the Federal Reserve System and Operating Circular issued by such
Federal Reserve Bank, provided that

<PAGE>


any payment in respect of such assigned Loans and/or obligations made by the
Borrower to the assigning and/or pledging Bank in accordance with the terms of
this Agreement shall satisfy such Borrower's obligations hereunder in respect of
such assigned Loans and/or obligations to the extent of such payment. No such
assignment shall release the assigning and/or pledging Bank from its obligations
hereunder.

         SECTION 9.08. Confidentiality. Each Bank agrees to exercise
commercially reasonable efforts to keep any information delivered or made
available by the Parent to it which is clearly indicated to be confidential
information, confidential from anyone other than persons employed or retained by
such Bank or an Affiliate of such Bank who are or are expected to become engaged
in evaluating, approving, structuring or administering the Loans; provided,
however, that nothing herein shall prevent any Bank from disclosing such
information (i) to any other Bank, (ii) upon the order of any court or
administrative agency or pursuant to subpoena or other court process, (iii) upon
the request or demand of any regulatory agency or authority having jurisdiction
over such Bank, (iv) which has been publicly disclosed, (v) to the extent
reasonably required in connection with any litigation to which the Agent, any
Bank or their respective Affiliates may be a party, (vi) to the extent
reasonably required in connection with the exercise of any remedy hereunder,
(vii) to such Bank's legal counsel and independent auditors and (viii) to any
actual or proposed Participant, Assignee or other Transferee of all or part of
its rights hereunder which has agreed in writing to be bound by the provisions
of this Section 9.08.

         SECTION 9.09. Representation by Banks. Each Bank hereby represents that
it is a commercial lender or financial institution which makes loans in the
ordinary course of its business and that it will make its Loans hereunder for
its own account in the ordinary course of such business; provided, however,
that, subject to Section 9.07, the disposition of the Note or Notes held by that
Bank shall at all times be within its exclusive control.

         SECTION 9.10. Obligations Several. The obligations of each Bank
hereunder are several, and no Bank shall be responsible for the obligations or
commitment of any other Bank hereunder. Nothing contained in this Agreement and
no action taken by the Banks pursuant hereto shall be deemed to constitute the
Banks to be a partnership, an association, a joint venture or any other kind of
entity. The amounts payable at any time hereunder to each Bank shall be a
separate and independent debt, and each Bank shall be entitled to protect and
enforce its rights arising out of this Agreement or any other Loan Document and
it shall not be necessary for any other Bank to be joined as an additional party
in any proceeding for such purpose.

         SECTION 9.11. Survival of Certain Obligations. Sections 8.03(a),
8.03(b), 8.05 and 9.03, and the obligations of the Borrower thereunder, shall
survive, and shall continue to be enforceable notwithstanding, the termination
of this Agreement and the Commitments and the payment in full of the principal
of and interest on all Loans.

         SECTION 9.12. Georgia Law. This Agreement and each Note shall be
construed in accordance with and governed by the law of the State of Georgia.

         SECTION 9.13. Severability. In case any one or more of the provisions
contained in this Agreement, the Notes or any of the other Loan Documents should
be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby and shall be enforced to the
greatest extent permitted by law.

         SECTION 9.14. Interest. In no event shall the amount of interest due or
payable hereunder or under the Notes exceed the maximum rate of interest allowed
by applicable law, and in the event any such payment is inadvertently made to
any Bank by the Borrower or inadvertently received by any Bank, then such excess
sum shall be credited as a payment of principal, unless such Borrower shall
notify such Bank

<PAGE>


in writing that it elects to have such excess sum returned forthwith. It is the
express intent hereof that the Borrower shall not pay nor any Bank receive,
directly or indirectly in any manner whatsoever, interest in excess of that
which may legally be paid by such Borrower under applicable law.

         SECTION 9.15. Interpretation. No provision of this Agreement or any of
the other Loan Documents shall be construed against or interpreted to the
disadvantage of any party hereto by any court or other governmental or judicial
authority by reason of such party having or being deemed to have structured or
dictated such provision.

         SECTION 9.16. Consent to Jurisdiction. The Borrower (a) submits to
personal jurisdiction in the State of Georgia, the courts thereof and the United
States District Courts sitting therein, for the enforcement of this Agreement,
the Notes and the other Loan Documents, (b) waives any and all personal rights
under the law of any jurisdiction to object on any basis (including, without
limitation, inconvenience of forum) to jurisdiction or venue within the State of
Georgia for the purpose of litigation to enforce this Agreement, the Notes or
the other Loan Documents, and (c) agrees that service of process may be made
upon it in the manner prescribed in Section 9.01 for the giving of notice to the
Borrower. Nothing herein contained, however, shall prevent the Agent from
bringing any action or exercising any rights against any security and against
the Borrower personally, and against any assets of the Borrower, within any
other state or jurisdiction.

         SECTION 9.17. Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

         SECTION 9.18. European Economic and Monetary Union.

                  (a) In this Section 9.18 and in each other provision of this
Agreement to which reference is made in this Section 9.18 expressly or
impliedly, the following terms have the meanings given to them in this Section
9.18.

                  "commencement of the third stage of EMU" means the date of
commencement of the third stage of EMU (January 1, 1999) or the date on which
circumstances arise which (in the opinion of the Agent) have substantially the
same effect and result in substantially the same consequences as commencement of
the third stage of EMU as contemplated by the Treaty on European Union.

                  "EMU" means economic and monetary union as contemplated in the
Treaty on European Union.

                  "EMU legislation" means legislative measures of the European
Council for the introduction of, changeover to or operation of a single or
unified European currency (whether known as the euro or otherwise), being in
part the implementation of the third stage of EMU.

                  "euro" means the single currency of participating member
states of the European Union.

                  "euro unit" means the currency unit of the euro.

                  "national currency unit" means the unit of currency (other
than a euro unit) of a participating member state.

                  "participating member state" means each state so described in
any EMU legislation.

                  "Treaty on European Union" means the Treaty of Rome of March
25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty
(which was signed at Maastricht on February 7, 1992, and came into force on
November 1, 1993), as amended from time to time.

<PAGE>


                  (b) The provisions of paragraphs (c) to (i) below (inclusive)
shall be effective at and from the commencement of the third stage of EMU,
provided, that if and to the extent that any such provision relates to any state
(or the currency of such state) that is not a participating member state on the
commencement of the third stage of EMU, such provision shall become effective in
relation to such state (and the currency of such state) at and from the date on
which such state becomes a participating member state.

                  (c) Each obligation under this Agreement of a party to this
Agreement which has been denominated in the national currency unit of a
participating member state shall be redenominated into the euro unit in
accordance with EMU legislation, provided, that if and to the extent that any
EMU legislation provides that following the commencement of the third stage of
EMU an amount denominated either in the euro or in the national currency unit of
a participating member state and payable within that participating member state
by crediting an account of the creditor can be paid by the debtor either in the
euro unit or in the national currency unit, each party to this Agreement shall
be entitled to pay or repay any such amount either in the euro unit or in such
national currency unit.

                  (d) Any Syndicated Foreign Currency Loan in the currency of a
participating member state shall be made in the euro unit.

                  (e) Sections 2.02(c) and 2.12(a) shall be construed so that,
in relation to the payment of any amount of euro units or national currency
units, such amount shall be made available to the Agent in immediately
available, freely transferable, cleared funds to such account with such bank in
London, England (or such other principal financial center in such participating
member state as the Agent may from time to time nominate for this purpose) as
the Agent shall from time to time nominate for this purpose.

                  (f) Any amount payable by the Agent to the Banks under this
Agreement in the currency of a participating member state shall be paid in the
euro unit.

                  (g) With respect to the payment of any amount denominated in
the euro or in a national currency unit, the Agent shall not be liable to the
Borrower or any of the Banks in any way whatsoever for any delay, or the
consequences of any delay, in the crediting to any account of any amount
required by this Agreement to be paid by the Agent if the Agent shall have taken
all relevant steps to achieve, on the date required by this Agreement, the
payment of such amount in immediately available, freely transferable, cleared
funds (in the euro unit or, as the case may be, in a national currency unit) to
the account with the bank in the principal financial center in the participating
member state which the Borrower or, as the case may be, any Bank shall have
specified for such purpose. In this paragraph (g), "all relevant steps" means
all such steps as may be prescribed from time to time by the regulations or
operating procedures of such clearing or settlement system as the Agent may from
time to time determine for the purpose of clearing or settling payments of the
euro.

                  (h) If the basis of accrual of interest or fees expressed in
this Agreement with respect to the currency of any state that becomes a
participating state shall be inconsistent with any convention or practice in the
London interbank market for the basis of accrual of interest or fees in respect
of the euro, such convention or practice shall replace such expressed basis
effective as of and from the date on which such state becomes a participating
member state; provided, that if any Syndicated Foreign Currency Loan in the
currency of such state is outstanding immediately prior to such date, such
replacement shall take effect, with respect to such Syndicated Foreign Currency
Loan, at the end of the then current Interest Period.

<PAGE>


                  (i) Without prejudice and in addition to any method of
conversion or rounding prescribed by any EMU legislation and without prejudice
to the respective liabilities for indebtedness of the Borrower to the Banks and
the Banks to the Borrower under or pursuant to this Agreement:

                           (i) each reference in this Agreement to a minimum
                  amount (or an integral multiple thereof) in a national
                  currency unit to be paid to or by the Agent shall be replaced
                  by a reference to such reasonably comparable and convenient
                  amount (or an integral multiple thereof)in the euro unit as
                  the Agent may from time to time specify; and

                           (ii) except as expressly provided in this Section
                  9.18, each provision of this Agreement shall be subject to
                  such reasonable changes of construction as the Agent may from
                  time to time specify to be necessary or appropriate to reflect
                  the introduction of or changeover to the euro in participating
                  member states.




              [The remainder of this page intentionally left blank]

<PAGE>


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

                                    THE VALSPAR CORPORATION


                                    By: ___________________________(SEAL)
                                    Title:

                                    The Valspar Corporation
                                    1101 South Third Street
                                    Minneapolis, Minnesota 55415
                                    Attention:   Paul C. Reyelts
                                                 Vice President-Finance
                                    Telecopy number:    612-375-7750
                                    Telephone number:   612-375-7702

<PAGE>


COMMITMENT
$85,000,000                         WACHOVIA BANK, N.A., as Administrative Agent
                                    and as a Bank


                                    By: ___________________________ (SEAL)
                                    Title:

                                    Lending Office
                                    Wachovia Bank, N. A.
                                    191 Peachtree Street, N.E.
                                    Atlanta, Georgia 30303-1757
                                    Attention: Walter R. Gillikin
                                    Telecopy number:    404-332-6898
                                    Telephone number:   404-332-5747


TOTAL COMMITMENTS:
$85,000,000