EXHIBIT 10.20


                                                         EXECUTION COUNTERPART







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

                             AMENDED AND RESTATED
                               CREDIT AGREEMENT


                           dated as of July 2, 1998


                                     among


                          MORRISON HEALTH CARE, INC.,


                          THE LENDERS LISTED HEREIN,

                   SUNTRUST BANK, ATLANTA, as Issuing Bank,

                     SUNTRUST BANK, ATLANTA, as Agent, and

                       WACHOVIA BANK, N.A., as Co-Agent

                     for the Issuing Bank and the Lenders

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


                              TABLE OF CONTENTS





                               TABLE OF CONTENTS


                                                                          Page

ARTICLE I.  DEFINITIONS; CONSTRUCTION ........................................1
      Section 1.01  Definitions...............................................1
      Section 1.02  Accounting Terms and Determination...................... 16
      Section 1.03  Other Definitional Terms.................................16
      Section 1.04  Exhibits and Schedules...................................16

ARTICLE II.  LOANS AND LETTERS OF CREDIT.....................................17
      Section 2.01  Commitments; Use of Proceeds.............................17
      Section 2.02  Swing Line Subfacility...................................18
      Section 2.03  Letter of Credit Subfacility.............................20
      Section 2.04  Notes; Repayment of Principal............................23
      Section 2.05  Voluntary Reduction of Commitments.......................23
      Section 2.06  Increase of the Commitments..............................24

ARTICLE III.  GENERAL LOAN TERMS.............................................25
      Section 3.01  Funding Notices..........................................25
      Section 3.02  Disbursement of Funds....................................26
      Section 3.03  Interest.................................................28
      Section 3.04  Interest Periods.........................................29
      Section 3.05  Fees.....................................................29
      Section 3.06  Voluntary Prepayments of Borrowings......................30
      Section 3.07  Payments, etc............................................31
      Section 3.08  Interest Rate Not Ascertainable, etc.....................34
      Section 3.09  Illegality...............................................34
      Section 3.10  Increased Costs..........................................35
      Section 3.11  Lending Offices..........................................36
      Section 3.12  Funding Losses...........................................37
      Section 3.13  Assumptions Concerning Funding of Eurodollar Advances....37
      Section 3.14  Apportionment of Payments................................37
      Section 3.15  Termination of Commitments...............................38
      Section 3.16  Sharing of Payments, Etc.................................38
      Section 3.17  Capital Adequacy.........................................38
      Section 3.18  Letter of Credit Obligations Absolute....................39

ARTICLE IV.  CONDITIONS TO BORROWINGS........................................40
      Section 4.01  Conditions Precedent to Initial Loans....................40
      Section 4.02  Conditions to Each Loan..................................42

ARTICLE V.  REPRESENTATIONS AND WARRANTIES...................................43
      Section 5.01  Corporate Existence; Compliance with Law.................43
      Section 5.02  Corporate Power; Authorization...........................43
      Section 5.03  Possession of Franchises, Licenses, Etc..................43
      Section 5.04  Enforceable Obligations..................................44
      Section 5.05  No Legal Bar.............................................44
      Section 5.06  No Material Litigation...................................44
      Section 5.07  Investment Company Act, Etc..............................44
      Section 5.08  Margin Regulations.......................................44
      Section 5.09  Compliance With Environmental Laws.......................44
      Section 5.10  Insurance................................................45
      Section 5.11  No Default...............................................45
      Section 5.12  No Burdensome Restrictions...............................46
      Section 5.13  Taxes....................................................46
      Section 5.14  Subsidiaries.............................................46
      Section 5.15  Financial Statements.....................................46
      Section 5.16  ERISA....................................................47
      Section 5.17  Patents, Trademarks, Licenses, Etc.......................48
      Section 5.18  Ownership of Property....................................48
      Section 5.19  Indebtedness.............................................48
      Section 5.20  Financial Condition......................................48
      Section 5.21  Labor Matters............................................49
      Section 5.22  Payment or Dividend Restriction..........................49
      Section 5.23  Sharing Agreements.......................................49
      Section 5.24  Disclosure...............................................49
      Section 5.25. Year 2000 Compliant......................................50

ARTICLE VI.  AFFIRMATIVE COVENANTS ..........................................50
      Section 6.01  Corporate Existence, Etc.................................50
      Section 6.02  Compliance with Laws, Etc................................50
      Section 6.03  Payment of Taxes and Claims, Etc.........................50
      Section 6.04  Keeping of Books.........................................50
      Section 6.05  Visitation, Inspection, Etc..............................50
      Section 6.06  Insurance; Maintenance of Properties.....................51
      Section 6.07  Reporting Covenants......................................51
      Section 6.08  Financial Covenants......................................55
      Section 6.09  Notices Under Certain Other Indebtedness.................55
      Section 6.10  Additional Credit Parties and Collateral.................55

ARTICLE VII.  NEGATIVE COVENANTS.............................................56
      Section 7.01  Indebtedness.............................................56
      Section 7.02  Liens....................................................57
      Section 7.03  Mergers, Sales, Acquisitions.............................58
      Section 7.04  Investments, Loans, Etc..................................59
      Section 7.05  Letters of Credit........................................60
      Section 7.06  Sale and Leaseback Transactions..........................61
      Section 7.07  Transactions with Affiliates.............................61
      Section 7.08  Changes in Business......................................61
      Section 7.09  ERISA....................................................61
      Section 7.10. Limitation on Payment Restrictions Affecting Consolidated 
                    Companies................................................62
      Section 7.11  Actions Under Certain Documents..........................62
      Section 7.12  Additional Negative Pledges..............................62
      Section 7.13  Changes in Fiscal Year...................................62
      Section 7.14  Issuance of Stock by Subsidiaries........................62
      Section 7.15  Dividends................................................62

ARTICLE VIII.  EVENTS OF DEFAULT.............................................63
      Section 8.01  Payments.................................................63
      Section 8.02  Covenants Without Notice.................................63
      Section 8.03  Other Covenants..........................................63
      Section 8.04  Representations..........................................63
      Section 8.05  Non-Payments of Other Indebtedness.......................63
      Section 8.06. Defaults Under Other Agreements; Change In Control
                    Provisions...............................................63
      Section 8.07  Bankruptcy...............................................64
      Section 8.08  ERISA....................................................64
      Section 8.09  Judgments................................................65
      Section 8.10  Ownership of Credit Parties..............................65
      Section 8.11  Change in Control of Borrower............................65
      Section 8.12  Default Under Other Credit Documents; Sharing Agreements.66

ARTICLE IX.  THE AGENT.......................................................66
      Section 9.01  Appointment of Agent.....................................66
      Section 9.02  Authorization of Agent with Respect to the Security 
                    Documents................................................67
      Section 9.03  Nature of Duties of Agent................................67
      Section 9.04  Lack of Reliance on the Agent............................67
      Section 9.05  Certain Rights of the Agent..............................68
      Section 9.06  Reliance by Agent........................................68
      Section 9.07  Indemnification of Agent.................................68
      Section 9.08  The Agent in its Individual Capacity.....................69
      Section 9.09  Holders of Notes.........................................69
      Section 9.10  Successor Agent..........................................69

ARTICLE X.  MISCELLANEOUS....................................................70
      Section 10.01  Notices.................................................70
      Section 10.02  Amendments, Etc.........................................70
      Section 10.03  No Waiver; Remedies Cumulative..........................71
      Section 10.04  Payment of Expenses, Etc................................71
      Section 10.05  Right of Setoff.........................................73
      Section 10.06  Benefit of Agreement; Assignments; Participations.......73
      Section 10.07  Governing Law; Submission to Jurisdiction...............75
      Section 10.08  Independent Nature of Lenders' Rights...................76
      Section 10.09  Counterparts............................................76
      Section 10.10  Effectiveness; Termination of Commitments; Survival.....77
      Section 10.11  Severability............................................77
      Section 10.12  Independence of Covenants...............................77
      Section 10.13  Change in Accounting Principles, Fiscal Year or Tax 
                     Laws....................................................77
      Section 10.14  Headings Descriptive; Entire Agreement..................78




                                  SCHEDULES


Schedule 5.01           Organization and Ownership of
                           Subsidiaries
Schedule 5.05           Certain Pending and Threatened
                           Litigation
Schedule 5.09(a)        Environmental Compliance
Schedule 5.09(b)        Environmental Notices
Schedule 5.09(c)        Environmental Permits
Schedule 5.11           No Defaults
Schedule 5.12           Burdensome Restrictions
Schedule 5.13           Tax Filings and Payments
Schedule 5.14           Material Subsidiaries
Schedule 5.16           Employee Benefit Matters
Schedule 5.17           Patent, Trademark, License, and
                           Other Intellectual Property
                           Matters
Schedule 5.18           Ownership of Properties
Schedule 5.19           Labor and Employment Matters
Schedule 5.22           Dividend Restrictions
Schedule 5.23           Disclosure
Schedule 7.01           Existing Indebtedness
Schedule 7.02           Existing Liens


                         
                                   EXHIBITS

Exhibit A         -     Form of Amended and Restated Revolving Credit Note
Exhibit B         -     Form of Amended and Restated Swing Line Note
Exhibit C         -     Subsidiary Guaranty Agreement
Exhibit D         -     Form of Closing Certificate
Exhibit E         -     Form of Opinion of Powell, Goldstein,
                          Frazer & Murphy, LLP
Exhibit F         -     Form of Assignment and Acceptance
Exhibit G         -     Form of Letter of Credit Application
Exhibit H         -     Form of Compliance Certificate




                                   Exhibit A

                     AMENDED AND RESTATED CREDIT AGREEMENT


            THIS CREDIT AGREEMENT (this  "Agreement") made and entered into as
of  July  2,  1998,  by and  among  MORRISON  HEALTH  CARE,  INC.,  a  Georgia
corporation (the "Borrower"),  SUNTRUST BANK,  ATLANTA, a banking  corporation
organized  under  the laws of the  State of  Georgia  ("SunTrust"),  the other
banks and lending  institutions  listed on the signature pages hereof, and any
assignees  of  SunTrust,  or such other banks and lending  institutions  which
become  "Lenders" as provided herein  (SunTrust and such other banks,  lending
institutions,   and  assignees   referred  to   collectively   herein  as  the
"Lenders"),  SUNTRUST BANK, ATLANTA, as the issuing bank (the "Issuing Bank"),
SUNTRUST  BANK,  ATLANTA,  as Agent (the "Agent") for the Issuing Bank and the
Lenders,  and  WACHOVIA  BANK,  N.A.,  as Co-Agent  (the  "Co-Agent")  for the
Issuing Bank and the Lenders;


                             W I T N E S S E T H:


            WHEREAS,  on  March  6,  1996,  Borrower  entered  into  a  Credit
Agreement  by and  among  Borrower,  SunTrust,  the other  banks  and  lending
institutions  listed  on the  signature  pages  thereof,  and  SunTrust  Bank,
Atlanta in its capacity as agent for such banks and lending  institutions (the
"Original Credit Agreement");

            WHEREAS,  in  connection  with  this  Agreement,   Borrower,   the
Lenders,  and  the  Agent  wish to  amend  and  restate  the  Original  Credit
Agreement to increase the revolving  credit  facility  thereunder  and provide
for a letter of credit subfacility, all as more particularly evidenced herein;

            NOW,  THEREFORE,  in  consideration of the premises and the mutual
covenants  herein  contained,  Borrower,  the Lenders,  the Issuing Bank,  the
Agent and the  Co-Agent  agree,  upon the terms and subject to the  conditions
set forth herein as follows:

                                  ARTICLE I.

                           DEFINITIONS; CONSTRUCTION

            Section I.1.   Definitions.   In   addition  to  the  other  terms
defined  herein,  the  following  terms used  herein  shall have the  meanings
herein  specified  (to be equally  applicable  to both the singular and plural
forms of the terms defined):

            "Account  Party" shall mean the Borrower or any Guarantor in whose
account a Letter of Credit is to be or has been issued.

            "Advance"  shall mean any principal  amount advanced and remaining
outstanding  at any time as (i) the Revolving  Loans,  which Advances shall be
made or outstanding as Base Rate Advances or Eurodollar Advances,  as the case
may  be,  or  (ii) a  Swing  Line  Loan,  which  Advances  shall  be  made  or
outstanding as Swing Rate Advances.

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

            "Agent" shall mean,  SunTrust  Bank,  Atlanta,  a Georgia  banking
corporation,  as  Agent  for the  Lenders  and the  Issuing  Bank  under  this
Agreement  and the other Loan  Documents  and any  successor  agent  appointed
pursuant to Section 9.10 hereto.

            "Agreement"  shall  mean  this  Credit  Agreement,   as  hereafter
amended, restated, supplemented or otherwise modified from time to time.

            "Applicable  Margin" shall mean the  percentage  designated  below
based  on  the  Leverage  Ratio  of  the  Consolidated   Companies,   measured
quarterly,  effective in the next fiscal  quarter  immediately  following  the
date of delivery of the Compliance Certificate to the Agent:

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

                                          Applicable Margin
                       Leverage Ratio      (LIBOR Advance)
                   ==========================================


                   Less than 1.00:1.00                 0.50%
                   ------------------------------------------

                   Greater than or equal
                   to 1.00:1.00 and less
                   than 2.00:1.00                     0.625%
                   ------------------------------------------

                   Greater than or equal
                   to 2.00:1.00 and less
                   than 2.50:1.00                      0.75%
                   ------------------------------------------

                   Greater than or equal
                   to 2.50:1.00 and less
                   than 3.00:1.00                      1.00%
                   ------------------------------------------

      For  purposes  of the  foregoing,  (i) the  Applicable  Margin as of the
Closing Date is 1.00% and shall remain 1.00% through and including  August 31,
1998 (by way of example,  as of the first day of the second fiscal  quarter of
the  Borrower  the  Applicable  Margin  shall  be  calculated  based  upon the
Leverage Ratio of the  Consolidated  Companies in the  Compliance  Certificate
delivered  by the Borrower  for the first  fiscal  quarter of such year);  and
(ii) if the Borrower fails to provide the Compliance  Certificate  and related
financial  statements  required  under Section  6.07(c)  within the applicable
time period set forth  therein,  the  Applicable  Margin  shall be adjusted to
1.00% on the first day of the following  fiscal quarter until such  Compliance
Certificate and related financial statements are delivered.

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

            "Bankruptcy  Code"  shall  mean The  Bankruptcy  Code of 1978,  as
amended and in effect from time to time (11 U.S.C. Section 101 et seq.).

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

            "Base Rate Advance"  shall mean an Advance made or  outstanding as
a Revolving Loan bearing interest based on the Base Rate.

            "Base Rate Borrowing"  shall mean a Borrowing made up of Base Rate
Advances.

            "Borrower"  shall  mean  Morrison  Health  Care,  Inc.,  a Georgia
corporation, its successors and permitted assigns.

            "Borrowing"  shall  mean the  incurrence  by  Borrower  under  the
Commitments  of Advances  of one Type  concurrently  having the same  Interest
Period  or  the  continuation  or  conversion  of  an  existing  Borrowing  or
Borrowings in whole or in part.

            "Business Day" shall mean any day excluding  Saturday,  Sunday and
any other day on which banks are required or  authorized  to close in Atlanta,
Georgia and, if the  applicable  Business Day relates to Eurodollar  Advances,
any day on which  trading is not carried on by and  between  banks in deposits
of the applicable currency in the applicable interbank Eurocurrency market.

            "Capital  Lease" shall mean,  as applied to any Person,  any lease
of any  property  (whether  real,  personal or mixed) by such Person as lessee
which  would,  in  accordance  with GAAP,  be  required to be  classified  and
accounted  for as a capital  lease on a balance  sheet of such  Person,  other
than,  in the case of  Borrower  or any of its  Subsidiaries,  any such  lease
under which Borrower or a wholly-owned Subsidiary of Borrower is the lessor.

            "Capital  Lease  Obligation"  shall  mean,  with  respect  to  any
Capital  Lease,  the amount of the obligation of the lessee  thereunder  which
would,  in accordance  with GAAP,  appear on a balance sheet of such lessee in
respect of such Capital Lease.

            "Change in  Control  Provision"  shall mean any term or  provision
contained in any indenture,  debenture,  note, or other  agreement or document
evidencing  or  governing  Indebtedness  of  Borrower  evidencing  debt  or  a
commitment  to extend  loans in  excess  of  $500,000.00  which  requires,  or
permits the  holder(s) of such  Indebtedness  of Borrower to require that such
Indebtedness  of  Borrower  be  redeemed,  repurchased,  defeased,  prepaid or
repaid,  either in whole or in part, or the maturity of such  Indebtedness  of
Borrower  to be  accelerated  in any  respect,  as a  result  of a  change  in
ownership  of the  capital  stock of Borrower  or voting  rights with  respect
thereto.

            "Closing  Certificate"  shall mean that  certificate of an officer
of the Borrower substantially in the form of Exhibit D attached hereto.

            "Closing  Date"  shall  mean  July 2, 1998 or such  later  date on
which the  conditions to the initial loans set forth in Sections 4.01 and 4.02
are satisfied.

            "Co-Agent"  shall mean,  Wachovia Bank,  N.A., a national  banking
association,  as Co-Agent  for the  Lenders  and the  Issuing  Bank under this
Agreement and the other Loan Documents.

            "Commitment"   shall  mean,  for  any  Lender  at  any  time,  the
revolving  credit  facility  severally  established by such Lender pursuant to
Section 2.01,  including,  without  duplication,  such Lender's Pro Rata Share
of the Letter of Credit  Subfacility  and, in the case of SunTrust,  the Swing
Line  Subfacility,  as the same may be decreased from time to time as a result
of any reduction  thereof  pursuant to Section 2.05, or increased from time to
time as a result  of any  increase  thereof  pursuant  to  Section  2.06,  any
assignment  thereof  pursuant  to  Section  10.06,  or any  amendment  thereof
pursuant to Section 10.02.

            "Commitment Fee" shall have the meaning ascribed to it in Section 
3.05(a).

            "Compliance  Certificate" shall mean the certificate  delivered by
the  Borrower  to the Agent  substantially  in the form of  Exhibit H attached
hereto.

            "Consolidated  Companies" shall mean,  collectively,  Borrower and
all of its Subsidiaries.

           "Consolidated  EBITDA" shall mean for any period,  an amount equal
to the sum for the trailing four fiscal  quarter  period of  Consolidated  Net
Income (Loss),  plus, to the extent  deducted  therefrom in  determining  such
Consolidated Net Income (Loss),  the sum of (i) taxes based on income (whether
paid or deferred),  (ii) Consolidated  Interest Expense, (iii) depreciation of
assets, and (iv) amortization.

            "Consolidated  EBITR"  shall mean for any period,  an amount equal
to the sum for the trailing four fiscal  quarter  period of  Consolidated  Net
Income (Loss) of the  Consolidated  Companies,  plus,  to the extent  deducted
therefrom  in  determining  Consolidated  Net  Income  (Loss),  the sum of (i)
Consolidated  Interest  Expense,  (ii) taxes based on income  (whether paid or
deferred), and (iii) Rental Obligations for such period.

            "Consolidated   Funded  Debt"  shall  mean,  as  of  any  date  of
determination, the Funded Debt of the Consolidated Companies.

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

            "Consolidated  Net Income  (Loss)" shall mean,  with  reference to
any period,  the net income (or  deficit) of the  Consolidated  Companies  for
such period  (taken as a cumulative  whole),  after  deducting  all  operating
expenses,  provisions  for all  taxes and  reserves  (including  reserves  for
deferred  income  taxes) and all other proper  deductions,  all  determined in
accordance  with  GAAP  on  a  consolidated   basis,   after  eliminating  all
intercompany  transactions  and after  deducting  portions of income  properly
attributable  to minority  interests,  if any, in the stock and surplus of the
Subsidiaries of the Borrower.

            "Consolidated  Net Worth" shall mean the  shareholders'  equity of
the Borrower calculated in accordance with GAAP, less treasury stock.

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

            "Credit Documents" shall mean,  collectively,  this Agreement, the
Notes,  the  Guaranty  Agreement,  all Letter of Credit  Applications  and all
other instruments,  documents, certificates,  agreements and writings executed
in connection herewith, each as amended,  restated,  supplemented or otherwise
modified from time to time.

            "Credit  Parties" shall mean,  collectively,  each of the Borrower
and the Guarantor.

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

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

            "Eligible  Assignee"  shall mean (i) a  commercial  bank organized
under the laws of the United States or any state  thereof  having total assets
in  excess of  $1,000,000,000.00  or any  commercial  finance  or  asset-based
lending Affiliate of any such commercial bank and (ii) any Lender.

            "Environmental  Laws"  shall mean all  federal,  state,  local and
foreign  statutes  and  codes  or  regulations,  rules or  ordinances  issued,
promulgated,  or approved  thereunder,  now or hereafter in effect (including,
without  limitation,  those with  respect to asbestos  or asbestos  containing
material or exposure to asbestos or asbestos  containing  material),  relating
to pollution or  protection of the  environment  and relating to public health
and safety,  relating to (i)  emissions,  discharges,  releases or  threatened
releases  of  pollutants,  contaminants,  chemicals  or  industrial  toxic  or
hazardous  constituents,  substances or wastes,  including without limitation,
any  Hazardous  Substance,  petroleum  including  crude  oil or  any  fraction
thereof,  any  petroleum  product  or other  waste,  chemicals  or  substances
regulated by any  Environmental Law into the environment  (including,  without
limitation,  ambient  air,  surface  water,  ground  water,  land  surface  or
subsurface strata), or (ii) the manufacture,  processing,  distribution,  use,
generation,  treatment,  storage,  disposal,  transport  or  handling  of  any
Hazardous  Substance,  petroleum  including crude oil or any fraction thereof,
any petroleum  product or other waste,  chemicals or  substances  regulated by
any  Environmental  Law,  and (iii)  underground  storage  tanks  and  related
piping,  and  emissions,   discharges  and  releases  or  threatened  releases
therefrom,  such  Environmental  Laws to include,  without  limitation (a) the
Clean Air Act (42 U.S.C. Section 7401 et seq.),  (b) the Clean  Water Act  (33
U.S.C. Section 1251 et seq.),  (c) the   Resource   Conservation  and Recovery 
Act (42 U.S.C. Section 6901 et seq.),  (d) the Toxic  Substances  Control  Act 
(15 U.S.C.  Section 2601  et seq.),  (e)   the   Comprehensive   Environmental  
Response    Compensation    and  Liability Act,  as amended by  the  Superfund 
Amendments and Reauthorization Act (42 U.S.C.  Section 9601 et seq.), and  (f)
all applicable  national  and  local  laws  or  regulations  with  respect  to 
environmental control.

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

            "ERISA  Affiliate"  shall mean,  with respect to any Person,  each
trade or business (whether or not  incorporated)  which is a member of a group
of which that Person is a member and which is under common  control within the
meaning of the regulations promulgated under Section 414 of the Tax Code.

            "Eurodollar  Advance" shall mean an Advance made or outstanding as
a Revolving Loan bearing  interest  equal to LIBOR plus the Applicable  Margin
for such Advance.

           "Eurodollar   Borrowing"   shall  mean  a  Borrowing  made  up  of
Eurodollar Advances.

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

            "Executive  Officer"  shall mean with  respect to any Person,  the
President, Vice Presidents, Chief Financial Officer, Treasurer,  Secretary and
any Person holding comparable offices or duties.

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

            "Fiscal Year" shall mean any twelve  calendar  month period ending
on  May  31  of  any  year;   references  to  a  Fiscal  Year  with  a  number
corresponding  to any  calendar  year (e.g.,  "Fiscal Year 1996") refer to the
Fiscal Year ending on the first Saturday occurring after May 30 of that year.

            "Fiscal Year End" shall mean the last day of any Fiscal Year.

            "Fixed  Charge  Coverage  Ratio" shall mean,  for any period,  the
ratio of (i) Consolidated EBITR to (ii) Fixed Charges for such period.

            "Fixed   Charges"  shall  mean,  with  reference  to  any  period,
determined in accordance  with GAAP on a  consolidated  basis,  the sum of the
following for the Consolidated  Companies,  after eliminating all intercompany
items:

      (a)   Consolidated Interest Expense for such period; and

      (b)   all  Rental  Obligations  payable  as lessee  under any  operating
            lease properly  charged or chargeable to income during such period
            in accordance with GAAP;

provided  that any  interest  charges or rentals paid or accrued by any Person
acquired  by the  Borrower  or any of its  Subsidiaries  during  such  period,
through  purchase,  merger,  consolidation or otherwise,  shall be included in
"Fixed  Charges"  only to the  extent  that the  earnings  of such  Person are
taken into account in determining EBITR for such period.

            "Funded  Debt"  shall  mean,   as  applied  to  any  Person,   all
Indebtedness  of  such  Person  which  by its  terms  or by the  terms  of any
instrument  or  agreement  relating  thereto  matures,  or which is  otherwise
payable  or  unpaid,  one year or more  from,  or is  directly  or  indirectly
renewable  or  extendable  at the  option of the  debtor to a date one year or
more  (including  an option of the debtor under a revolving  credit or similar
agreement  obligating  the lender or lenders to extend credit over a period of
one year or  more)  from,  the date of the  creation  thereof,  provided  that
Funded Debt shall  include,  as at any date of  determination,  any portion of
such  Indebtedness  outstanding on such date which matures on demand or within
one year from such date (whether by sinking fund,  other required  prepayment,
or final payment at maturity) and shall also include all  Indebtedness of such
Person for borrowed money outstanding  under a line of credit,  guidance line,
revolving  credit,  bankers  acceptance  facility or similar  arrangement  for
borrowed  money,  including,  without  limitation,  all unpaid  drawings under
letters  of  credit  and  unreimbursed  amounts  pursuant  to letter of credit
reimbursement agreements, regardless of the maturity date thereof.

            "GAAP" shall mean  generally  accepted  accounting  principles set
forth in the opinions and  pronouncements  of the Accounting  Principles Board
of the American  Institute of Certified Public  Accountants and statements and
pronouncements  of the  Financial  Accounting  Standards  Board or, if no such
statements are  promulgated,  then such other  statements by such other entity
as may be  approved by a  significant  segment of the  accounting  profession,
which are applicable to the circumstances as of the date of determination.

            "Guarantors"  shall mean,  (i) Culinary  Solutions,  Inc. and (ii)
all  other  Material  Subsidiaries  of  the  Borrower,  and  their  respective
successors and permitted assigns.

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

            "Guaranty  Agreement" shall mean the Subsidiary Guaranty Agreement
executed initially by Culinary  Solutions,  Inc. and thereafter by any and all
Material  Subsidiaries  of the Borrower in favor of the  Lenders,  the Issuing
Bank and the Agent,  substantially in the form of Exhibit C as the same may be
amended, restated or supplemented from time to time.

           "Hazardous  Substances"  shall have the  meaning  assigned to that
term in the Comprehensive  Environmental  Response  Compensation and Liability
Act of 1980, as amended by the Superfund  Amendments and Reauthorization  Acts
of 1986.

            "Hostile  Acquisition"  shall  mean any  Investment  resulting  in
control of a Person  involving a tender  offer or proxy  contest  that has not
been  recommended  or approved by the board of directors of the Person that is
the  subject  of the  Investment  prior to the first  public  announcement  or
disclosure relating to such Investment.

            "Indebtedness" of any Person shall mean,  without  duplication (i)
all  obligations  of such Person which in accordance  with GAAP would be shown
on the  balance  sheet  of such  Person  as a  liability  (including,  without
limitation,  obligations  for  borrowed  money and for the  deferred  purchase
price  of  property  or  services,   and   obligations   evidenced  by  bonds,
debentures,  notes or other  similar  instruments);  (ii)  all  Capital  Lease
Obligations;  (iii) all Guaranties of such Person; (iv) Indebtedness of others
secured  by any Lien  upon  property  owned  by such  Person,  whether  or not
assumed;  and (v) obligations or other liabilities  under currency  contracts,
Interest  Rate  Contracts,  or similar  agreements  or  combinations  thereof.
Notwithstanding the foregoing,  in determining the Indebtedness of any Person,
there  shall be  included  all  obligations  of such  Person of the  character
referred to in clauses (i) through (v) above deemed to be  extinguished  under
GAAP but for which such Person  remains  legally  liable  except to the extent
that such  obligations  (x) have been defeased in accordance with the terms of
the applicable  instruments  governing such  obligations  and (y) the accounts
or other  assets  dedicated to such  defeasance  are not included as assets on
the balance sheet of such Person.

            "Interest  Period" shall mean (i) as to any  Eurodollar  Advances,
the  interest  period  selected by the  Borrower  pursuant to Section  3.04(a)
hereof, and (ii) as to any Swing Rate Advances,  the interest period requested
by the  Borrower  and agreed to by the Swing Line Lender  pursuant to Section 
3.01(a)(ii) hereof.

            "Interest  Rate  Contract"  shall  mean  all  interest  rate  swap
agreements,  interest rate cap  agreements,  interest rate collar  agreements,
interest rate  insurance and other  agreements  and  arrangements  designed to
provide  protection  against  fluctuations  in interest rates, in each case as
the same may be from time to time amended, restated, renewed,  supplemented or
otherwise modified.

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

            "Issuing  Bank"  shall mean  SunTrust  Bank,  Atlanta or any other
Lender who  hereafter  may be  designated  as an Issuing  Bank  pursuant to an
Assignment and Acceptance Agreement or otherwise.

            "Lender" or  "Lenders"  shall mean  SunTrust,  the other banks and
lending  institutions  listed on the signature pages hereof, and each assignee
thereof, if any, pursuant to Section 10.06(c).

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

            "Letter  of Credit  Application"  shall mean an  "Application  and
Agreement  for Standby  Letter of Credit" duly  executed and  delivered by the
Borrower  or any of its  Subsidiaries  substantially  in the form of Exhibit G
attached hereto.

            "Letter  of  Credit  Obligations"  shall  mean,  with  respect  to
Letters  of  Credit,  as at any  date  of  determination,  the  sum of (a) the
maximum  aggregate  amount which at such date of determination is available to
be drawn by the  beneficiaries  thereof  (assuming the  conditions for drawing
thereunder  have been met) under all Letters of Credit  outstanding,  plus (b)
the aggregate  amount of all drawings  under Letters of Credit  honored by the
Agent not theretofore reimbursed by the Borrower.

            "Letter of Credit  Subfacility"  shall mean the $5,000,000  letter
of credit  facility  established by the Lenders  pursuant to which the Issuing
Bank will  issue  Letters  of  Credit  for the  account  of an  Account  Party
pursuant to Section 2.03 hereof.

            "Letters  of  Credit"  shall  mean all  letters  of credit  issued
pursuant to Article II hereof  after the Closing  Date by the Issuing Bank for
the account of the Borrower pursuant to the Commitments.

            "Leverage  Ratio"  shall  mean for any  period  the  ration of (i)
Total Funded Debt to (ii) EBITDA.

           "LIBOR"  shall mean,  for any  Interest  Period,  with  respect to
Eurodollar  Advances  the offered  rate for  deposits in U.S.  Dollars,  for a
period  comparable to the Interest  Period and in an amount  comparable to the
Agent's  portion of such Advances,  appearing on the Telerate Screen Page 3750
as of  11:00  A.M.  (London,  England  time)  on the day  that  is two  London
Business  Days prior to the first day of the Interest  Period.  If two or more
of such  rates  appear on the  Reuters  Screen  LIBO  Page,  the rate for that
Interest  Period shall be the arithmetic  mean of such rates. If the foregoing
rate is  unavailable  from the  Telerate  Page for any reason,  then such rate
shall be  determined  by the Agent from  Reuters  Screen LIBO Page or, if such
rate is also  unavailable  on such  service,  then on any other  interest rate
reporting  service of recognized  standing  designated in writing by the Agent
to Borrower and the other Lenders; in any such case rounded, if necessary,  to
the next higher 1/16 of 1.0%, if the rate is not such a multiple.

            "Lien" shall mean any mortgage,  pledge, security interest,  lien,
charge,  hypothecation,  assignment,  deposit  arrangement,  title  retention,
preferential  property right,  trust or other arrangement having the practical
effect of the  foregoing  and shall include the interest of a vendor or lessor
under  any  conditional  sale  agreement,  capitalized  lease or  other  title
retention agreement.

            "Loans"  shall mean,  collectively,  the  Revolving  Loans and the
Swing Line Loans.

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

            "Material  Subsidiary" shall mean (i) each Credit Party other than
the Borrower,  and (ii) each other Subsidiary of the Borrower, now existing or
hereafter  established  or  acquired,  that at any time prior to the  Maturity
Date,  has or  acquires  total  assets  in excess  of  $1,000,000.00,  or that
accounted for or produced more than 5% of the  Consolidated  Net Income (Loss)
of the Borrower on a consolidated  basis during any of the three most recently
completed Fiscal Years of the Borrower,  or that is otherwise  material to the
operations or business of the Borrower or another Material Subsidiary.

            "Materially  Adverse  Effect"  shall mean any  materially  adverse
change  in (i) the  business,  results  of  operations,  financial  condition,
assets or prospects of the Consolidated Companies,  taken as a whole, (ii) the
ability of Borrower to perform its obligations under this Agreement,  or (iii)
the ability of the other Credit  Parties  (taken as a whole) to perform  their
respective obligations under the Credit Documents.

            "Maturity  Date" shall mean the  earlier of (i) July 2, 2003,  and
(ii) the date on which all amounts  outstanding under this Agreement have been
declared  or  have  automatically  become  due  and  payable  pursuant  to the
provisions of Article VIII.

            "MFCI" shall mean Morrison  Fresh  Cooking,  Inc., a  wholly-owned
subsidiary of Morrison.

            "Morrison"  shall  mean  Morrison  Restaurants,  Inc.,  a Delaware
corporation.

            "Moody's" shall mean Moody's Investors Service, Inc.

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

            "Net Proceeds"  shall mean, with respect to any equity offering or
issuance of  Subordinated  Debt,  (i) all cash received with respect  thereto,
whether  by  way  of  deferred  payment  pursuant  to  a  promissory  note,  a
receivable or otherwise (and interest paid  thereon),  plus (ii) the higher of
the book value or the fair market  value of any assets  (including  any stock)
received with respect  thereto,  in each case, net of reasonable and customary
sale expenses,  fees and commissions incurred and taxes paid or expected to be
payable within the next twelve months in connection therewith.

            "Notes" shall mean,  collectively,  the Revolving Credit Notes and
the Swing Line Note.

            "Notice of Borrowing"  shall have the meaning provided in Section 
3.01(a)(i).

            "Notice  of   Conversion/Continuation"   shall  have  the  meaning
provided in Section 3.01(b)(i).

            "Notice of Swing Line Loan"  shall have the  meaning  provided  in
Section 3.01(b)(ii).

            "Obligations"  shall  mean all  amounts  owing to the  Agent,  the
Co-Agent,  the  Issuing  Bank or any  Lender  pursuant  to the  terms  of this
Agreement or any other Credit Document,  including,  without  limitation,  all
Loans (including all principal and interest  payments due thereunder),  Letter
of Credit  Obligations,  fees,  expenses,  indemnification  and  reimbursement
payments,  indebtedness,  liabilities,  and obligations of the Credit Parties,
direct or indirect,  absolute or contingent,  liquidated or unliquidated,  now
existing  or  hereafter  arising,  together  with  all  renewals,  extensions,
modifications or refinancings thereof.

            "Payment   Office"   shall  mean  with   respect  to  payments  of
principal,  interest,  fees or other amounts  relating to the Revolving Loans,
the Swing Line Loans,  Letter of Credit Obligations and all other Obligations,
the office  specified as the "Payment  Office" for the Agent on the  signature
page of the Agent,  or such other  location  as to which the Agent  shall have
given written notice to the Borrower.

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

            "Permitted  Liens" shall mean those Liens  expressly  permitted by
Section 7.02.

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

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

            "Pro  Rata  Share"  shall  mean,  with  respect  to  each  of  the
Commitments  of each  Lender,  each  Revolving  Loan to be made  by,  and each
payment (including,  without limitation, any payment of principal, interest or
fees) to be made to each  Lender  with  respect to the  Revolving  Loans,  the
percentage  designated  as such  Lender's Pro Rata Share of such  Commitments,
such Loans or such  payments,  as  applicable,  set forth in Section  2.01, in
each case as such Pro Rata Share may  change  from time to time as a result of
assignments or amendments made pursuant to this Agreement.

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

            "Rental  Obligations"  shall mean,  with  reference to any period,
the  aggregate  amount of all rental  obligations  for which the  Consolidated
Companies  are  directly or  indirectly  liable (as lessee or as  guarantor or
other surety but without  duplication)  under all leases in effect at any time
during  such  period  (other  than  operating   leases  for  motor   vehicles,
computers,  office  equipment  and other  similar  items used in the  ordinary
course of business of the Consolidated Companies),  including all such amounts
for which any  Person was liable  during the period  immediately  prior to the
date such Person  became a  Subsidiary  of the  Borrower or was merged into or
consolidated with the Borrower or a Subsidiary of the Borrower,  as determined
in accordance with GAAP.

            "Requested  Commitment Amount" shall have the meaning set forth in
Section 2.06(a).

            "Required  Lenders" shall mean at any time, the Lenders holding at
least 66 2/3% of the  committed  funds under the  Commitments,  whether or not
advanced,  or,  following  the  termination  of all of  the  Commitments,  the
Lenders  holding at least 66 2/3% of the  aggregate  outstanding  Advances  at
such time.

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


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

            "Revolving  Credit  Notes" shall mean,  collectively,  the amended
and restated  promissory  notes  evidencing  the  Revolving  Loans in the form
attached  hereto as Exhibit A, either as  originally  executed or as hereafter
amended, modified or supplemented.

            "Revolving  Loans" shall mean,  collectively,  the revolving loans
made to the Borrower by the Lenders pursuant to Section 2.01.

            "RTI" shall mean Ruby Tuesday, Inc., a Georgia corporation.

            "Security  Documents"  shall  mean,  collectively,   the  Guaranty
Agreement  and  each  other  guaranty  agreement,  mortgage,  deed  of  trust,
security  agreement,   pledge  agreement,  or  other  security  or  collateral
document guaranteeing or securing the Obligations,  now or hereafter executed,
as the same may be amended, restated,  supplemented or otherwise modified from
time to time.

            "Sharing  Agreements" shall mean,  collectively,  (i) that certain
Distribution Agreement,  dated as of March 2, 1996 by and among Morrison, MFCI
and  Borrower,  as amended (ii) that certain  License  Agreement,  dated as of
March 2,  1996,  by and  between  MFCI and  Borrower,  as  amended  (iii) that
certain  License  Agreement,  dated  as of  March  2,  1996,  by  and  between
Borrower  and RTI,  as amended  (iv) that  certain  Amended and  Restated  Tax
Allocation and  Indemnification  Agreement,  dated as of March 2, 1996, by and
among Morrison,  Borrower, MFCI and certain other subsidiaries of Morrison, as
amended and (v) that certain  Agreement  Respecting  Employee Benefit Matters,
dated as of March 2,  1996,  by and  among  Morrison,  MFCI and  Borrower,  as
amended.

            "Subordinated  Debt"  shall  mean  all  Indebtedness  of  Borrower
subordinated  to all obligations of Borrower or any other Credit Party arising
under  this  Agreement,  the  Notes,  and  the  Guaranty  Agreement,  created,
incurred or assumed on terms and  conditions  satisfactory  in all respects to
the Agent,  the Issuing Bank and the Lenders,  including  without  limitation,
with  respect to  interest  rates,  payment  terms,  maturities,  amortization
schedules,  covenants,  defaults,  remedies, and subordination  provisions, as
evidenced  by the  written  approval of the Agent,  the  Issuing  Bank and the
Lenders.

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

            "Swing Line Lender"  shall mean  SunTrust and its  successors  and
assigns.

            "Swing Line Note" shall mean the amended and  restated  promissory
note of the  Borrower  payable  to the  order of the  Swing  Line  Lender,  in
substantially  the form of Exhibit B hereto,  evidencing the maximum aggregate
principal  indebtedness  of the Borrower to the Swing Line Lender with respect
to outstanding  Swing Line Loans made by the Swing Line Lender pursuant to the
Swing Line  Subfacility,  either as  originally  executed or as it may be from
time to time supplemented, modified, amended, renewed or extended.

            "Swing Line Subfacility"  shall mean  $10,000,000,  as such amount
may be reduced  pursuant to Section  2.05 or amended or  modified  pursuant to
Section 10.02 hereof.

            "Swing Rate" shall mean,  as to any Swing Line Loan,  the interest
rate per annum  agreed to by the  Borrower  and the Swing Line Lender for such
Loan for the requested  Interest Period pursuant to the procedure set forth in
Section 3.01(a)(ii).

            "Swing Rate Advance" shall mean any Advance outstanding  hereunder
bearing interest based upon the Swing Rate.

            "Swing  Line Loan" shall mean a Loan made by the Swing Line Lender
pursuant to Section 2.02 hereof.

            "Tax  Code"  shall  mean the  Internal  Revenue  Code of 1986,  as
amended and in effect from time to time.

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

            "Telerate"   shall  mean,   when  used  in  connection   with  any
designated  page and LIBOR,  the display page so  designated  on the Dow Jones
Telerate  Service (or such other page as may replace that page on that service
for the purpose of displaying rates comparable to LIBOR).

            "Total   Capitalization"   shall   mean,   as  of  any   date   of
determination,  the sum of (i) Total Funded Debt, plus (ii)  Consolidated  Net
Worth.

            "Total  Funded  Debt"  shall  mean,  for any  Person  Consolidated
Funded Debt plus the present  value of all minimum lease  commitments  to make
payments  with respect to operating  leases of such Person,  determined  based
upon a discount of ten percent (10%) in accordance  with the Standard & Poor's
methodology.

            "Type" of  Borrowing  shall mean a  Borrowing  consisting  of Base
Rate Advances, Eurodollar Advances or Swing Rate Advances.

            "Voting Stock" shall mean securities of any class or classes,  the
holders of which are  entitled  to elect all of the  corporate  directors  (or
Persons performing similar functions).

            "Year 2000 Compliant"  shall mean that neither the performance nor
functionality  of the operating  systems for  Borrower's or its  Subsidiaries'
computers,   all  software   applications  that  run  on  Borrower's  and  its
Subsidiaries'   computers,   and  all  of  Borrower's  and  its  Subsidiaries'
machinery and equipment,  is affected by dates prior to,  during,  spanning or
after  January  1,  2000,  and  shall  include,  but  not  be  limited  to (a)
accurately processing  (including,  but not limited to calculating,  comparing
and sequencing)  date and time data from, into, and between the years 1999 and
2000 and leap year calculations,  (b) functioning without error,  interruption
or decreased  performance  relating to such date and time data, (c) accurately
processing  such  date and time  data  when  used in  combination  with  other
technology,  if the other  technology  properly  exchanges date and time data,
(d) accurate date and time data century  recognition,  (e)  calculations  that
accurately  use same  century  and  multi-century  formulas  and date and time
values,  (f) date and time data  interface  values  which  reflect the correct
century,  and (g) processing,  storing,  receiving and outputting all date and
time data in a format that  accurately  indicates  the century of the date and
time data.

            Section I.2.    Accounting   Terms   and   Determination.   Unless
otherwise  defined  or  specified  herein,   all  accounting  terms  shall  be
construed herein, all accounting  determinations  hereunder shall be made, all
financial  statements  required to be delivered  hereunder  shall be prepared,
and all financial records shall be maintained in accordance with, GAAP.

            Section I.3.   Other  Definitional   Terms.  The  words  "hereof",
"herein"  and  "hereunder"  and  words of  similar  import  when  used in this
Agreement  shall refer to this  Agreement as a whole and not to any particular
provision of this Agreement, and Article, Section,  Schedule, Exhibit and like
references are to this Agreement unless otherwise specified.

            Section I.4.    Exhibits   and   Schedules.   All   Exhibits   and
Schedules attached hereto are by reference made a part hereof.



                                 ARTICLE II.

                          LOANS AND LETTERS OF CREDIT

            Section II.1.   Commitments; Use of Proceeds.

            (a)   Commitments.  Subject  to and upon the terms and  conditions
      herein set forth,  each  Lender  severally  establishes  in favor of the
      Borrower,  from on and after the Closing Date, but prior to the Maturity
      Date, a revolving  credit facility in favor of the Borrower in aggregate
      principal  at any one time  outstanding  not to exceed the sum set forth
      opposite such Lender's  name below,  ("Commitment"),  as the same may be
      reduced from time to time pursuant to the terms hereof:

                                                            ProRata Share of
                                          Commitments       Commitments

            SunTrust Bank, Atlanta        $25,000,000.00     33.3333%
            Wachovia Bank, N.A.           $20,000,000.00     26.6667%
            NationsBank, N.A.             $15,000,000.00     20.0000%
            First Union National Bank     $15,000,000.00     20.0000%
                                          --------------    ---------
                  Total                   $75,000,000.00    100.0000%
                                          ==============    =========
      The  Lenders,  subject  to and upon the terms and  conditions  set forth
      herein,  from  time to  time,  agree to make to the  Borrower  Revolving
      Loans in an aggregate  principal  amount  outstanding at any time not to
      exceed such  Lender's  Commitment.  Borrower  shall be entitled to repay
      and reborrow  Revolving Loans in accordance with the provisions  hereof.
      In addition to Revolving  Loans,  the Borrower may request,  from on and
      after the Closing  Date but prior to the Maturity  Date,  that the Swing
      Line Lender extend to the Borrower  Swing Line Loans subject to and upon
      the  terms  and  conditions  herein  set  forth.   Notwithstanding   any
      provision of this  Agreement to the  contrary,  within the limits of the
      Commitments,  the  Borrower  may borrow,  repay and  reborrow  under the
      terms of this  Agreement,  provided  however,  that (i) the Borrower may
      neither borrow nor reborrow  should there exist a Default or an Event of
      Default,  (ii) the aggregate outstanding amount of Advances after giving
      effect to each  Borrowing  plus the Letter of Credit  Obligations  shall
      not exceed the aggregate Commitments.


            (b)   Amount and Terms of Loans.  Each  Revolving  Loan shall,  at
      the option of  Borrower,  be made or continued  as, or  converted  into,
      part of one or more Borrowings that shall consist  entirely of Base Rate
      Advances or Eurodollar  Advances.  Each Swing Line Loan shall consist of
      Swing Rate  Advances  made by the Swing Line Lender in  accordance  with
      the  procedure  described in Section  2.02.  Each  Eurodollar  Borrowing
      shall be in a principal  amount of not less than $5,000,000 or a greater
      integral  multiple of $1,000,000,  and each Base Rate Borrowing shall be
      in a principal  amount of not less than $1,000,000 or a greater integral
      multiple  of  $100,000.  At  no  time  shall  the  aggregate  number  of
      Eurodollar Borrowings outstanding under this Article II exceed six (6).

            (c)   Use of  Proceeds.  The proceeds of  Revolving  Loans,  Swing
      Line  Loans and  Letters  of Credit  shall be used  solely to  refinance
      Indebtedness  of  Borrower   existing  on  the  Closing  Date,  to  make
      Investments and finance  acquisitions  permitted by the terms hereof, to
      fund  working  capital  needs  of the  Borrower  and for  other  general
      corporate purposes of the Borrower.

            Section II.2.  Swing Line Subfacility.

            (a)   Swing  Line  Subfacility.  Subject to and upon the terms and
      conditions   herein  set  forth,   the  Swing  Line   Lender   severally
      establishes  in favor of the  Borrower,  from on and after  the  Closing
      Date, but prior to the Maturity Date, its Swing Line Subfacility  within
      its   Commitment.   Sections  3.01  and  3.02  shall  apply  equally  to
      Borrowings  made  under  the  Swing  Line   Subfacility  and  Borrowings
      requested or made through  Section 2.01. The Swing Line Lender,  subject
      to and upon the terms and  conditions  set  forth  herein,  from time to
      time,  agrees to make to the  Borrower  Swing Line Loans in an aggregate
      principal  amount  outstanding  at any time not to exceed the Swing Line
      Subfacility.  Borrower  shall be  entitled to repay and  reborrow  Swing
      Line Loans in accordance  with the  provisions  hereof.  Notwithstanding
      any  provision  of this  Agreement to the  contrary,  the sum of (x) the
      aggregate  principal  amount  of  the  Revolving  Loans,  plus  (y)  the
      aggregate  principal  amount  of the  Swing  Line  Loans at any one time
      outstanding,  plus (z) the  Letter  of  Credit  Obligations,  shall  not
      exceed the aggregate Commitments.

            (b)   Amount and Terms of Swing Line  Loans.  Each Swing Line Loan
      shall be made as a Swing Rate  Advance from the Swing Line Lender at the
      Swing Rate and  Interest  Period  established  by the  Borrower  and the
      Swing Line  Lender on the date of each  request for a Swing Line Loan in
      accordance  with Section  3.01(a)(ii).  Each Swing Line Loan shall be in
      a  principal  amount of not less  than  $100,000  or a greater  integral
      multiple  of  $10,000.  At no time shall the  aggregate  number of Swing
      Line Loans outstanding under this Article II exceed two.


           (c)   Repayment  by  Revolving  Loans.  If (i) any Swing Line Loan
      shall be  outstanding  upon the  occurrence  of an Event of Default,  or
      (ii)  after  giving  effect to any  request  for a Swing  Line Loan or a
      Revolving Loan, the aggregate  principal  amount of the Revolving Loans,
      Swing  Line Loans and Letter of Credit  Obligations  outstanding  to the
      Swing Line Lender would exceed the Swing Line Lender's Commitment,  then
      each Lender hereby agrees,  upon request from the Swing Line Lender,  to
      make a Revolving  Loan (which shall be  initially  funded as a Base Rate
      Borrowing)  in an amount  equal to such  Lender's  Pro Rata Share of the
      outstanding  principal  amount of the Swing Line  Loans (the  "Refunded 
      Swing Line Loans")  outstanding on the date such notice is given.  On or
      before 11:00 a.m.  (local time for the Agent) on the first  Business Day
      following  receipt by each Lender of a request to make  Revolving  Loans
      as provided in the preceding sentence,  each such Lender (other than the
      Swing Line Lender)  shall  deposit in an account  specified by the Agent
      to the  Lenders  from time to time the amount so  requested  in same day
      funds,  whereupon such funds shall be immediately delivered to the Swing
      Line Lender  (and not the  Borrower)  and applied to repay the  Refunded
      Swing Line Loans.  On the day such  Revolving  Loans are made, the Swing
      Line  Lender's Pro Rata Share of the Refunded  Swing Line Loans shall be
      deemed to be paid with the proceeds of the  Revolving  Loans made by the
      Swing Line Lender.  Upon the making of any  Revolving  Loan  pursuant to
      this clause,  the amount so funded shall become due under such  Lender's
      Revolving  Credit  Note and shall no longer be owed under the Swing Line
      Note.  Each Lender's  obligation to make the Revolving Loans referred to
      in this clause  shall be  absolute  and  unconditional  and shall not be
      affected by any circumstance,  including,  without  limitation,  (i) any
      setoff,  counterclaim,  recoupment,  defense or other  right  which such
      Lender may have  against  the Swing Line  Lender,  the  Borrower  or any
      other  Person  for  any  reason  whatsoever;   (ii)  the  occurrence  or
      continuance  of any  Default  or Event of  Default;  (iii)  any  adverse
      change in the condition  (financial or otherwise) of the Borrower or any
      other Credit Party;  (iv) the  acceleration  or maturity of any Loans or
      the  termination of the  Commitments  after the making of any Swing Line
      Loan;  (v) any breach of this  Agreement  by the  Borrower  or any other
      Lender; or (vi) any other  circumstance,  happening or event whatsoever,
      whether or not similar to any of the foregoing.


            (d)   Purchase  of  Participations.  In the  event  that  (i)  the
      Borrower or any  Subsidiary  is subject to any  bankruptcy or insolvency
      proceedings  as  provided  in  Section  8.07 or (ii) if the  Swing  Line
      Lender  otherwise  requests,  each Lender shall acquire without recourse
      or warranty an undivided  participation  interest equal to such Lender's
      Pro Rata  Share of the  Commitments  of any Swing  Line  Loan  otherwise
      required to be repaid by such Lender  pursuant to the  preceding  clause
      by paying  to the Swing  Line  Lender on the date on which  such  Lender
      would  otherwise  have been required to make a Revolving Loan in respect
      of such Swing Line Loan  pursuant to the preceding  clause,  in same day
      funds,  an amount  equal to such  Lender's  Pro Rata Share of such Swing
      Line Loan, and no Revolving  Loans shall be made by such Lender pursuant
      to the  preceding  clause.  From and after the date on which any  Lender
      purchases  an  undivided  participation  interest  in a Swing  Line Loan
      pursuant to this clause,  the Swing Line Lender shall distribute to such
      Lender  (appropriately  adjusted,  in the case of interest payments,  to
      reflect  the period of time  during  which such  Lender's  participation
      interest is  outstanding  and funded) its ratable amount of all payments
      of  principal  and  interest  in respect of such Swing Line Loan in like
      funds as  received;  provided,  however,  that in the event such payment
      received  by the Swing Line  Lender is  required  to be  returned to the
      Borrower,  such Lender shall return to the Swing Line Lender the portion
      of any  amounts  which  such  Lender  had  received  from the Swing Line
      Lender in like funds.

            (e)   Swing  Line  Loans  Following  Notice  of Event of  Default.
      Notwithstanding  the  foregoing  provisions  of this  Section  2.02,  no
      Lender  shall be required to make a Revolving  Loan to Borrower  for the
      purpose of  refunding  a Refunded  Swing Line Loan  pursuant to Section 
      2.02(c)  above or to purchase a  participating  interest in a Swing Line
      Loan pursuant to Section  2.02(d) above if a Default or Event of Default
      has occurred and is  continuing,  and,  prior to the making by the Swing
      Line Lender of such Swing Line Loan,  the Swing Line Lender had received
      written  notice  from the  Borrower or any Lender  specifying  that such
      Default  or  Event of  Default  had  occurred  and was  continuing  (and
      identifying the same as a Default or Event of Default hereunder).

            Section II.3.  Letter of Credit Subfacility.

            (a)   Terms of  Issuance  of Letters of  Credit.  Subject  to, and
      upon the terms  and  conditions  set  forth  herein,  the  Borrower  may
      request,  in accordance with the provisions of this Section 2.03 and the
      other terms of this  Agreement,  that on and after the Closing  Date but
      prior to the  Maturity  Date,  that the Issuing  Bank,  on behalf of the
      Lenders,  and in  reliance  on the  agreements  of the Lenders set forth
      below,  issue a Letter of Credit or Letters of Credit for the account of
      the  Borrower  or any  Guarantor;  provided  that the  Borrower  or such
      Guarantor  executes  and  delivers to the Agent and the  Issuing  Bank a
      Letter of Credit  Application,  provided  further that (i) no  Letter of
      Credit shall have an  expiration  date that is later than one year after
      the date of  issuance  thereof  (provided  that a Letter of  Credit  may
      provide that it is extendible for  consecutive  one year periods);  (ii)
      the  Borrower  shall not request  that the Issuing Bank issue any Letter
      of Credit,  if, after  giving  effect to such  issuance,  the sum of the
      aggregate Letter of Credit  Obligations  plus the aggregate  outstanding
      principal  amount of the Advances  would exceed the aggregate  amount of
      the  Commitments;  and (iii) the  Borrower  shall not  request  that the
      Issuing Bank issue any Letter of Credit if after  giving  effect to such
      issuance,  the aggregate Letter of Credit  Obligations  would exceed the
      amount  of the  Letter  of  Credit  Subfacility.  To the  extent  of any
      conflict  between the terms of this  Agreement  and any Letter of Credit
      Application, this Agreement shall control.

           (b)   Notice  of  Issuance  of  Letter of  Credit;  Agreement  to 
      Issue.  Whenever  the  Borrower  desires  the  issuance  of a Letter  of
      Credit,  it shall,  in addition  to any  application  and  documentation
      procedures  reasonably  required by the Agent and the  Issuing  Bank for
      the  issuance  of such  Letter of  Credit,  deliver to the Agent and the
      Issuing  Bank a written  notice no later than  11:00 AM (local  time for
      the Agent) at least two (2)  Business  Days in  advance of the  proposed
      date of  issuance  and the Agent shall  promptly  forward a copy of such
      notice to each Lender.  Each such notice shall specify  (i) the  Account
      Party,  (ii) the  proposed  date of issuance  (which shall be a Business
      Day);   (iii) the  face  amount  of  the  Letter  of  Credit;   (iv) the
      expiration  date of the Letter of Credit;  and (v) the  name and address
      of the  beneficiary  with  respect  to such  Letter of Credit  and shall
      attach a precise  description of the  documentation  and a verbatim text
      of any  certificate to be presented by the beneficiary of such Letter of
      Credit which would  require the Issuing  Bank to make payment  under the
      Letter of Credit,  provided that the Issuing Bank may require reasonable
      changes in any such documents and  certificates  in accordance  with its
      customary  letter of credit  practices,  and provided  further,  that no
      Letter of Credit shall require payment against a conforming  draft to be
      made  thereunder  on the same  Business Day that such draft is presented
      if such  presentation  is made after 11:00 AM (Atlanta,  Georgia  time).
      In determining  whether to pay any draft under any Letter of Credit, the
      Issuing Bank shall be  responsible  only to determine that the documents
      and  certificate  required  to be  delivered  under its Letter of Credit
      have  been  delivered,  and that  they  comply  on their  face  with the
      requirements  of the  Letter of Credit.  Promptly  after  receiving  the
      notice of  issuance of a Letter of Credit,  the Agent shall  notify each
      Lender of such Lender's respective participation therein,  determined in
      accordance with its respective Pro Rata Share of the Commitments.

            (c)   Agreement  to Issue  Letters of  Credit.  The  Issuing  Bank
      agrees,   subject  to  the  terms  and  conditions  set  forth  in  this
      Agreement,  to issue for the account of such  Account  Party a Letter of
      Credit  in a face  amount  equal  to the  face  amount  requested  under
      paragraph (b)  above,  following  its  receipt of a notice  required  by
      paragraph  (d) below.  Immediately  upon the  issuance of each Letter of
      Credit,  each  Lender  shall be deemed to, and  hereby  agrees to,  have
      irrevocably  purchased  from the Issuing  Bank a  participation  in such
      Letter of Credit and any drawing  thereunder  in an amount equal to such
      Lender's  Pro  Rata  Share  of the  Commitments  multiplied  by the face
      amount  of such  Letter  of  Credit.  Upon  issuance  and  amendment  or
      extension  of any Letter of Credit,  the  Issuing  Bank shall  provide a
      copy  of  each  such  Letter  of  Credit  issued,  amended  or  extended
      hereunder to the Agent and each Lender.

            (d)   Payment of Amounts  Drawn  Under  Letters of Credit.  In the
      event of any  request  for a drawing  under any  Letter of Credit by the
      beneficiary  thereof,  the Issuing Bank shall notify the  Borrower,  the
      Agent and the  Lenders on or before the date on which the Agent  intends
      to honor such drawing,  and the Borrower and the Account Party (if other
      than the Borrower)  jointly and severally agree to reimburse the Issuing
      Bank on  the day on which  such  drawing  is  honored  in an amount,  in
      same day funds, equal to the amount of such drawing.


                 (i)   Notwithstanding  any  provision  of this  Agreement to
            the  contrary,  to the extent that any Letter of Credit or portion
            thereof  remains  outstanding on the Maturity Date, for any reason
            whatsoever,  the Borrower,  each  Guarantor and the Lenders hereby
            agree  that the  beneficiary  or  beneficiaries  thereof  shall be
            deemed  to  have  made a  drawing  under  the  Commitments  of all
            available amounts  outstanding  pursuant to such Letters of Credit
            on the  Maturity  Date,  which amount shall be held by the Issuing
            Bank as cash collateral for its remaining  obligations pursuant to
            such  Letters  of  Credit.  provided  however,  that  if any  such
            Letter   of   Credit   Outstanding   on  the   Maturity   Date  is
            (i) surrendered    for    cancellation    by   the    beneficiary,
            (ii) expires,  or (iii) is terminated for any reason, prior to the
            Issuing  Bank  honoring a request for a drawing  under such Letter
            of  Credit  for less than the full  amount  available  under  such
            Letter of Credit,  the Issuing Bank shall promptly  refund (x) the
            cash  collateral  to the  extent  of the  undrawn  amount  of each
            Letter  of Credit  plus  (y) the  amount of each  Letter of Credit
            honored by the  Issuing  Bank not  theretofore  reimbursed  by the
            Borrower.   The  immediately   preceding   sentence  will  survive
            termination of this Agreement.

                  (ii)  As between the  Borrower,  any  Account  Party and the
            Issuing Bank,  the Borrower and such Account Party assume all risk
            of the acts and  omissions of, or misuse of, the Letters of Credit
            issued by the Issuing Bank,  by the  respective  beneficiaries  of
            such  Letters of  Credit,  other than  losses  resulting  from the
            gross  negligence  or willful  misconduct  of the Issuing Bank. In
            furtherance  and not in limitation of the foregoing but subject to
            the exception for the Issuing  Bank's gross  negligence or willful
            misconduct  set  forth  above,  the  Issuing  Bank  shall  not  be
            responsible  (i) for the form,  validity,  sufficiency,  accuracy,
            genuineness  or legal  effect  of any  document  submitted  by any
            party in connection  with the application for and issuance of such
            Letters  of  Credit,  even if it should in fact prove to be in any
            or all respects insufficient,  inaccurate, fraudulent or forged or
            otherwise  invalid;  (ii) for the validity or  sufficiency  of any
            instrument  transferring or assigning or purporting to transfer or
            assign  any such  Letter  of  Credit  or the  rights  or  benefits
            thereunder  or  proceeds  thereof  in whole or in part  which  may
            prove to be  invalid  or  ineffective  for any  reason;  (iii) for
            failure of the  beneficiary of any such Letter of Credit to comply
            fully  with the  conditions  required  in order to draw  upon such
            Letter of Credit;  (iv) for  errors,  omissions,  interruptions or
            delays in  transmission  or  delivery  of any  messages,  by mail,
            cable,  telegraph,  telex,  telecopy or  otherwise;  (v) for  good
            faith errors in  interpretation  of technical terms;  (vi) for any
            loss or delay in the  transmission  or  otherwise  of any document
            required  in order to make a  drawing  under  any such  Letter  of
            Credit or the proceeds  thereof;  (vii) for the  misapplication by
            the  beneficiary of any such Letter of Credit;  and (viii) for any
            consequences  arising  from  causes  beyond  the  control  of  the
            Issuing Bank.

            (e)   Payment  of Letter of  Credit  Draws by Banks.  In the event
      that the  Borrower or the  Account  Party  shall fail to  reimburse  the
      Issuing Bank as provided in paragraph (d) above,  the Issuing Bank shall
      promptly notify each Lender of the  unreimbursed  amount of such drawing
      and of such  Lender's  respective  participation  therein.  Each  Lender
      shall  make  available  to the  Issuing  Bank  an  amount  equal  to its
      respective participation,  in immediately available funds, at the office
      of the Issuing Bank  specified  in such notice not later than  1:00 P.M.
      (Atlanta,  Georgia  time) on the Business Day after the date notified by
      the  Issuing  Bank and such  amount  shall be deemed  to be  outstanding
      hereunder  as an Advance.  Each Lender  shall be  obligated to make such
      Advance  hereunder  regardless  of whether the  conditions  precedent in
      Article IV   are  satisfied  and  regardless  of  whether  such  Advance
      complies  with the  minimum  borrowing  requirements  hereunder.  In the
      event that any such Lender  fails to make  available to the Issuing Bank
      the amount of such Lender's  participation in such Letter of Credit, the
      Issuing  Bank shall be  entitled  to recover  such amount on demand from
      such Lender  together with interest.  The Issuing Bank shall  distribute
      to  each  Lender  which  has  paid  all  amounts   payable   under  this
      Section with  respect to any Letter of Credit,  such  Lender's  Pro Rata
      Share of all  payments  received  by the  Issuing  Bank from the Account
      Party in  reimbursement  of drawings  honored by the Issuing  Bank under
      such Letter of Credit when such payments are received.

            Section II.4.  Notes; Repayment of Principal.

            (a)   The  Borrower's  obligations  to pay the  principal  of, and
      interest  on, the  Revolving  Loans to each Lender shall be evidenced by
      the  records of the Agent and such  Lender and by the  Revolving  Credit
      Note  payable to such  Lender (or the  assignor  of such  Lender) in the
      amount of such Lender's  Commitment  completed in  conformity  with this
      Agreement.

            (b)   The  Borrower's  obligations  to pay the  principal  of, and
      interest  on, the Swing Line  Loans to the Swing  Line  Lender  shall be
      evidenced  by the  records of the Swing  Line  Lender and the Swing Line
      Note payable to such Lender (or the  assignor of such Lender)  completed
      in conformity with this Agreement.

            (c)   All  outstanding  Borrowings  outstanding  under  the  Notes
      shall be due and payable in full on the Maturity Date.

            Section II.5.  Voluntary  Reduction of Commitments.  Upon at least
three (3)  Business  Days' prior  telephonic  notice  (promptly  confirmed  in
writing)  to the Agent,  Borrower  shall have the  right,  without  premium or
penalty,  to  terminate  the  unutilized  Commitments,  in part  or in  whole,
provided  that (i) any such  termination  shall apply to  proportionately  and
permanently  reduce  the  Commitments  of each of the  Lenders,  and  (ii) any
partial termination  pursuant to this Section 2.05 shall be in an amount of at
least  $5,000,000  and integral  multiples  of  $1,000,000.  Unless  otherwise
specified by the  Borrower in the  applicable  notice,  each of the Swing Line
Subfacility and the Letter of Credit  Subfacility  shall not be reduced by any
such reduction  unless and until the aggregate  Commitments  are reduced to an
amount  less  than the sum of the Swing  Line  Subfacility  and the  Letter of
Credit  Subfacility in which case each of the Swing Line Subfacility  shall be
reduced as determined by the Borrower and the Agent.

           Section II.6.  Increase of the Commitments. 

            (a)   Borrower  may,  at any time by  written  notice to the Agent
and the  Lenders,  request that the  Commitments  be increased up to an amount
not  to  exceed  $100,000,000  in the  aggregate  (the  "Requested  Commitment
Amount") on a pro rata basis based on the Pro Rata Shares of the  Lenders.  No
Lender (or any successor  thereto)  shall have any  obligation to increase its
Commitment or its other  obligations under this Agreement and the other Credit
Documents,  and any decision by a Lender to increase its  Commitment  shall be
made in its sole discretion  independently from any other Lender, the Agent or
the Co-Agent.  Within  fifteen (15)  Business Days from each Lender's  receipt
of such  request  from the  Borrower,  each Lender  shall  notify the Agent in
writing  of whether or not it will agree to  increase  its  Commitment  and by
what  amount it will  agree to  increase  its  Commitment,  up to its Pro Rata
Share of the Requested  Commitment Amount.  Decisions to increase a Commitment
must be affirmatively  communicated in writing and shall not be presumed based
upon a failure to respond to Borrower's request.

            (b)   In the event that the aggregate  amount to which the Lenders
are  willing  to  increase  their  Commitments  is  less  than  the  Requested
Commitment  Amount  based on the written  notices  delivered by the Lenders to
the Agent,  the Agent  shall  first  offer to the  Lenders  who have agreed to
increase  their   Commitments  the  opportunity  to  further   increase  their
Commitments  up to an amount equal to the Requested  Commitment  Amount.  Such
Lenders  shall  promptly  respond in writing to the Agent of whether or not it
will agree to  further  increase  its  Commitment  and by what  amount it will
agree to further  increase  its  Commitment.  Within  five (5)  Business  Days
after receipt of all responses  from such Lenders,  the Agent shall inform the
Borrower  and all  Lenders in writing of the amount by which each  Lender will
increase its Commitment.

            (c)   In the event that the aggregate  amount to which the Lenders
are  willing  to  increase  their  Commitments  is  less  than  the  Requested
Commitment  Amount  based on the notice from the Agent to the Borrower and all
Lenders,  the  Borrower  shall  have the right,  within  sixty days (60) after
receipt of such notice from the Agent, to obtain  commitments from one or more
new banks or  financial  institutions  in an  aggregate  amount  such that the
existing  Commitments,  plus the  aggregate  principal  amount  by  which  the
Lenders  are  willing  to  increase  their  Commitments,  plus  the  aggregate
principal  amount  of the  new  commitments  by the  new  banks  or  financial
institutions  does not  exceed  the  Requested  Commitment  Amount;  provided,
however,  that (1) the new banks or financial  institutions must be acceptable
to the Agent and Required Lenders in their sole  discretion,  which acceptance
will  not be  unreasonably  withheld  or  delayed,  and (2) the new  banks  or
financial  institutions  must become parties to this  Agreement  pursuant to a
joinder  agreement  in form and  substance  satisfactory  to the Agent and the
Required  Lenders,  pursuant  to which (x) they  shall be  granted  all of the
rights that  existing  Lenders have under this  Agreement and the other Credit
Documents,  (y) they shall assume the same  liabilities and  obligations  that
the existing  Lenders have under this Agreement and (z) the  existing  Lenders
and such new banks or financial  institutions  shall agree to either  purchase
or sell  outstanding  Advances,  as the  case  may be such  that  each  Lender
(existing and new) shall have  outstanding  Advances in an amount equal to its
Pro Rate Share of all Advances then outstanding.

                                 ARTICLE III.

                              GENERAL LOAN TERMS

            Section III.1. Funding Notices.

            (a)   (i)  Whenever  Borrower  desires  to make a  Borrowing  with
      respect to the  Commitments  (other than one resulting from a conversion
      or  continuation  pursuant  to  Section  3.01(b)(i)),  it shall give the
      Agent prior written notice (or telephonic  notice promptly  confirmed in
      writing) of such  Borrowing  (a "Notice of  Borrowing"),  such Notice of
      Borrowing  to be given prior to 12:00 noon (local time for the Agent) at
      the  Payment  Office  of the  Agent  (x) one  Business  Day prior to the
      requested date of such Borrowing in the case of Base Rate Advances,  and
      (y) three  Business Days prior to the requested  date of such  Borrowing
      in the case of Eurodollar  Advances.  Notices  received after 12:00 noon
      shall be  deemed  received  on the next  Business  Day.  Each  Notice of
      Borrowing   shall  be  irrevocable   and  shall  specify  the  aggregate
      principal  amount of the Borrowing,  the date of Borrowing  (which shall
      be a Business  Day),  and  whether the  Borrowing  is to consist of Base
      Rate  Advances or  Eurodollar  Advances  and (in the case of  Eurodollar
      Advances) the Interest Period to be applicable thereto.

            (ii)  Whenever  Borrower  desires to obtain a Swing Line Loan,  it
      shall give the Swing Line Lender  prior  written  notice (or  telephonic
      notice  promptly  confirmed  in  writing)  of such  Swing  Line  Loan (a
      "Notice  of Swing  Line  Loan"),  such  Notice of Swing  Line Loan to be
      given prior to 11:00 A.M.  (local time for Agent) at the Payment  Office
      of the Swing  Line  Lender on the  Business  Day of the such  Swing Line
      Loan.  Notices  received  after 11:00 A.M.  shall be deemed  received on
      the next  Business  Day.  Each  Notice of Swing Line Loan shall  specify
      the aggregate  principal  amount of the Swing Line Loan, the date of the
      Swing  Line  Loan  (which  shall be a  Business  Day) and the  requested
      Interest Period to be applicable thereto.  The Swing Line Lender,  shall
      within two (2) hours of receipt of such notice,  provide to the Borrower
      telephonic  or  written  notice  of a  quote  of the  Swing  Rate  to be
      applicable  to such  Swing  Line Loan for the  amount  and the  Interest
      Period  requested  by the  Borrower.  Within  one (1) hour of receipt of
      such quote,  the Borrower  shall notify the Swing Line Lender whether or
      not it has  elected to accept the  offered  Swing Rate and if  accepted,
      the Swing Line Lender shall confirm such Borrowing in writing.

            (b)   (i)  Whenever  Borrower  desires to convert all or a portion
      of an outstanding  Borrowing  under the  Commitments  consisting of Base
      Rate Advances into a Borrowing consisting of Eurodollar Advances,  or to
      continue  outstanding a Borrowing  consisting of Eurodollar Advances for
      a new Interest  Period,  it shall give the Agent at least three Business
      Days' prior written notice (or telephonic  notice promptly  confirmed in
      writing) of each such  Borrowing  to be  converted  into or continued as
      Eurodollar     Advances.     Such     notice    (a     "Notice    of    
      Conversion/Continuation")  shall be given  prior  to 11:00  A.M.  (local
      time for the Agent) on the date  specified at the Payment  Office of the
      Agent.   Each   such   Notice   of   Conversion/Continuation   shall  be
      irrevocable  and shall  specify the  aggregate  principal  amount of the
      Advances to be converted or  continued,  the date of such  conversion or
      continuation  and the  Interest  Period to be  applicable  thereto.  If,
      upon the  expiration of any Interest  Period in respect of any Borrowing
      consisting  of  Eurodollar  Advances,  Borrower  shall  have  failed  to
      deliver the Notice of Conversion/Continuation,  Borrower shall be deemed
      to have  elected to convert or continue  such  Borrowing  to a Borrowing
      consisting of Base Rate  Advances.  So long as any Executive  Officer of
      Borrower has  knowledge  that any Default or Event of Default shall have
      occurred  and be  continuing,  no  Borrowing  may be  converted  into or
      continued  as  (upon   expiration  of  the  current   Interest   Period)
      Eurodollar  Advances unless the Agent and each of the Lenders shall have
      otherwise  consented  in writing.  No  conversion  of any  Borrowing  of
      Eurodollar  Advances  shall be  permitted  except on the last day of the
      Interest Period in respect thereof.

            (ii) Upon the  expiration of the applicable  Interest  Period with
      respect to any Swing  Line Loan,  the  Borrower  shall  repay such Swing
      Line  Loan to the Swing  Line  Lender,  and in the event  that the other
      Lenders have purchased a participation  in such Swing Line Loan pursuant
      to Section 2.02  hereof,  the Swing Line Lender  shall  distribute  such
      payments pro rata amongst the Lenders participating therein.

            (c)   Without  in  any  way  limiting  Borrower's   obligation  to
      confirm in writing any telephonic  notice,  the Agent and the Swing Line
      Lender may act without  liability  upon the basis of  telephonic  notice
      believed  by the Agent or the Swing Line Lender in good faith to be from
      Borrower  prior to receipt of written  confirmation.  In each such case,
      Borrower  hereby  waives the right to dispute  the  Agent's or the Swing
      Line Lender's record of the terms of such telephonic notice.

            (d)   The  Agent  shall   promptly  give  each  Lender  notice  by
      telephone  (confirmed  in  writing) or by telex,  telecopy or  facsimile
      transmission  of the matters  covered by the notices  given to the Agent
      pursuant to this Section 3.01 with respect to the Commitments.

            Section III.2. Disbursement of Funds.

           (a)   No later than 12:00 noon  (local  time for the Agent) on the
      date of each  Borrowing  pursuant  to the  Commitments  (other  than one
      resulting  from a  conversion  or  continuation  pursuant  to  Section  
      3.01(b)(i)),  each Lender will make  available its Pro Rata Share of the
      amount of such Borrowing in immediately  available  funds at the Payment
      Office of the  Agent.  The Agent will make  available  to  Borrower  the
      aggregate  of the amounts (if any) so made  available  by the Lenders to
      the Agent in a timely  manner by crediting  such  amounts to  Borrower's
      demand  deposit  account  maintained  with the  Agent  or at  Borrower's
      option,  by  effecting  a wire  transfer of such  amounts to  Borrower's
      account  specified  by the  Borrower,  by the close of  business on such
      Business  Day.  In the event that the  Lenders do not make such  amounts
      available to the Agent by the time prescribed  above, but such amount is
      received  later that day, such amount may be credited to Borrower in the
      manner  described  in the  preceding  sentence on the next  Business Day
      (with interest on such amount to begin  accruing  hereunder on such next
      Business Day).

            (b)   No later  than 3:00  p.m.  (local  time for the  Swing  Line
      Lender) on the date of each Swing Line Loan  (other  than one  resulting
      from a continuation of a Swing Line Loan pursuant to  3.01(b)(ii)),  the
      Swing  Line  Lender  will make  available  the amount of such Swing Line
      Loan in  immediately  available  funds by  crediting  such amount to the
      Borrower's demand deposit account  maintained with the Swing Line Lender
      or, at Borrower's  option,  by effecting a wire transfer of such amounts
      to Borrower's account specified by the Borrower.

            (c)   Unless  the Agent  shall  have been  notified  by any Lender
      prior to the date of a  Borrowing  that such  Lender  does not intend to
      make  available to the Agent such  Lender's  portion of the Borrowing to
      be made on such  date,  the Agent may assume  that such  Lender has made
      such amount  available  to the Agent on such date and the Agent may make
      available  to Borrower a  corresponding  amount.  If such  corresponding
      amount is not in fact made  available to the Agent by such Lender on the
      date  of  Borrowing,  the  Agent  shall  be  entitled  to  recover  such
      corresponding  amount on demand from such Lender  together with interest
      at  the  Federal   Funds  Rate.   If  such  Lender  does  not  pay  such
      corresponding  amount  forthwith upon the Agent's demand  therefor,  the
      Agent shall promptly  notify  Borrower,  and Borrower shall  immediately
      pay such  corresponding  amount to the Agent  together  with interest at
      the rate  specified  for the Borrowing  which  includes such amount paid
      and  any  amounts  due  under  Section  3.12  hereof.  Nothing  in  this
      subsection  shall be deemed to relieve any Lender from its obligation to
      fund  its  Commitments  or its  obligations  pursuant  to  Section  2.02
      hereunder  or to prejudice  any rights  which  Borrower may have against
      any Lender as a result of any default by such Lender hereunder.

            (d)   All Borrowings under the Commitments  (other than Swing Line
      Loans)  shall be  loaned by the  Lenders  on the basis of their Pro Rata
      Share  of the  Commitments.  No  Lender  shall  be  responsible  for any
      default  by any other  Lender  in its  obligations  hereunder,  and each
      Lender shall be  obligated  to make the Loans  provided to be made by it
      hereunder,  regardless  of the  failure of any other  Lender to fund its
      Commitments hereunder.


            Section III.3. Interest.

            (a)   Borrower  agrees to pay  interest  in  respect of all unpaid
      principal  amounts of the Revolving Loans from the respective dates such
      principal  amounts were advanced to maturity  (whether by  acceleration,
      notice of  prepayment  or  otherwise)  at rates  per annum  equal to the
      applicable rates indicated below:

                  (i)   For Base Rate  Advances--The  Base Rate in effect from
            time to time; and

                  (ii)  For  Eurodollar  Advances--LIBOR  plus the  Applicable
            Margin.

            (b)   Borrower  agrees to pay  interest  in  respect of all unpaid
      principal  amounts of the Swing Line  Loans  made to  Borrower  from the
      respective  dates such  principal  amounts  were  advanced  to  maturity
      (whether by  acceleration,  notice of  prepayment  or  otherwise) at the
      Swing Rate agreed to by the  Borrower and the Swing Line Lender for each
      such Swing Line Loan.

            (c)   Overdue  principal  and,  to the  extent not  prohibited  by
      applicable  law,  overdue  interest,  in respect  of the Loans,  and all
      other  overdue  amounts owing  hereunder,  shall bear interest from each
      date that such  amounts  are  overdue  at the  applicable  rate plus two
      percent  (2%)  per  annum,  provided  however  that  for any  Eurodollar
      Advance  or  Swing  Line  Loan,  at the end of the  applicable  Interest
      Period, interest shall accrue at the Base Rate plus two percent (2%).

            (d)   Interest on each Loan shall  accrue from and  including  the
      date of such Loan to but excluding  the date of any  repayment  thereof;
      provided  that,  if a Loan is  repaid  on the same day  made,  one day's
      interest shall be paid on such Loan.  Interest on all  outstanding  Base
      Rate Advances  shall be payable  quarterly in arrears on the last day of
      each fiscal  quarter,  commencing  on August 31,  1998.  Interest on all
      outstanding  Eurodollar  Advances  shall be  payable  on the last day of
      each Interest Period applicable thereto,  and, in the case of Eurodollar
      Advances  having an Interest  Period in excess of three months,  on each
      three month  anniversary  of the initial date of such  Interest  Period.
      Interest  on all  outstanding  Swing  Rate  Advances  shall  be  payable
      monthly in arrears on the last day of each  fiscal  quarter,  commencing
      on August  31,  1998.  Interest  on all Loans  shall be  payable  on any
      conversion  of any  Advances  comprising  such  Loans into  Advances  of
      another Type,  prepayment (on the amount prepaid),  at maturity (whether
      by   acceleration,   notice  of  prepayment  or  otherwise)  and,  after
      maturity, on demand.

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

           Section III.4. Interest Periods.

            (a)   In  connection  with  the  making  or  continuation  of,  or
      conversion into, each Borrowing of Eurodollar  Advances,  Borrower shall
      select an Interest Period to be applicable to such Eurodollar  Advances,
      which Interest Period shall be either a 1, 2, 3 or 6 month period.

            (b)   In connection  with the making or continuation of each Swing
      Line Loan,  Borrower  shall request an Interest  Period to be applicable
      to such Swing  Line Loan for a period  equal to a minimum of one (1) day
      and a maximum of thirty  (30) days which  request may be accepted by the
      Swing Line Lender as provided herein.

            (c)   Notwithstanding paragraphs (a) and (b) of this Section 3.04:

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

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

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

                  (iv)  No  Interest  Period  with  respect to the Loans shall
            extend beyond the Maturity Date.

            Section III.5. Fees.

            (a)   Commitment  Fee.  Borrower  shall pay to the Agent,  for the
      ratable benefit of each Lender, a commitment fee (the "Commitment  Fee")
      for the period  commencing  on the  Closing  Date to and  including  the
      Maturity  Date,  payable  quarterly  in  arrears on the last day of each
      fiscal  quarter,  commencing  on August 31,  1998,  and on the  Maturity
      Date,  equal to the percentage per annum  designated  below based on the
      Leverage Ratio of the Consolidated Companies,  multiplied by the average
      daily unused portion of the Commitment of each Lender:

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

             Leverage Ratio              Commitment Fee
             =====================================================

             Less than 2.00:1.00         0.20%
             -----------------------------------------------------

             Greater than or equal to    0.25%
             2.00:1.00 and less than
             2.50:1.00
             -----------------------------------------------------

             Greater than or equal to    0.30%
             2.50:1.00 and less than
             3.0:1.00
             -----------------------------------------------------

      For the  purposes of  computing  the  Commitment  Fee,  (i)  outstanding
      Letter of Credit  Obligations shall not be usage of the Commitment,  and
      (ii) in addition to the utilization by Revolving  Loans,  the Commitment
      of each  Lender  shall be deemed to be  utilized  by the amount of Swing
      Line  Loans  extended  by such  Lender  (or in  which  such  Lender  has
      purchased a participation)  but in no event shall the computation of any
      other  Lender's  Commitment  Fee be  affected  by the Swing  Line  Loans
      extended by the Swing Line Lender  unless and until a  participation  in
      such Swing Line Loans is  purchased  by the other  Lenders  pursuant  to
      Section 2.02(d)  hereof,  and (iii) if the Borrower fails to provide the
      Compliance  Certificate and related financial  statements required under
      Section  6.07(c)  within the  applicable  time period set forth therein,
      the  Commitment  Fee shall be  adjusted to 0.30% on the first day of the
      following  fiscal quarter until such Compliance  Certificate and related
      financial statements are delivered.

            (b)   Administrative  Fees.  The  Borrower  shall pay to the Agent
      an  administrative  fee in the amount and on the dates previously agreed
      in writing by Borrower  with the Agent.  The Borrower  shall also pay to
      each  Issuing  Bank,  following  receipt of an  invoice,  in  reasonable
      detail  therefor,  any  customary  fees charged by such Issuing Bank for
      issuance and  administration of its Letters of Credit,  which fees shall
      be fully earned when due, and non-refundable when paid.

            Section III.6. Voluntary Prepayments of Borrowings.

           (a)   Borrower may, at its option,  prepay  Borrowings  consisting
      of Base  Rate  Advances  at any time in  whole,  or from time to time in
      part,  in  amounts  aggregating   $1,000,000  or  any  greater  integral
      multiple  of  $100,000,  by paying  the  principal  amount to be prepaid
      together  with  interest  accrued  and  unpaid  thereon  to the  date of
      prepayment.  Borrowings consisting of Swing Rate Advances may be prepaid
      at any  time in  whole,  or  from  time to  time  in  part,  in  amounts
      aggregating  $100,000 or any greater  integral  multiple of $10,000,  by
      paying  the  principal  amount  to be  prepaid  together  with  interest
      accrued  and  unpaid  thereon  to the  date  of  prepayment.  Borrowings
      consisting of Eurodollar  Advances may be prepaid, at Borrower's option,
      in  whole,  or  from  time  to  time in  part,  in  amounts  aggregating
      $5,000,000 or any greater  integral  multiple of  $1,000,000,  by paying
      the principal  amount to be prepaid,  together with interest accrued and
      unpaid thereon to the date of prepayment,  and all compensation payments
      pursuant  to  Section  3.12 if such  prepayment  is made on a date other
      than the last day of an Interest Period  applicable  thereto.  Each such
      optional  prepayment shall be applied in accordance with Section 3.06(c)
      below.

            (b)   Borrower  shall give written  notice (or  telephonic  notice
      confirmed  in writing) to the Agent of any  intended  prepayment  of the
      Revolving  Loans  not  less  than  three  Business  Days  prior  to  any
      prepayment of Base Rate Advances or Eurodollar Advances.  Borrower shall
      give written notice (or telephonic  notice  confirmed in writing) to the
      Agent of any intended  prepayment  of the Swing Line Loans not less than
      one (1)  Business  Day  prior  to such  prepayment  of such  Swing  Line
      Loans.  Such  notice,  once given,  shall be  irrevocable.  Upon receipt
      of such  notice of  prepayment  pursuant  to the first  sentence of this
      paragraph  (b),  the Agent  shall  promptly  notify  each  Lender of the
      contents  of such  notice  and of such  Lender's  Pro Rata Share of such
      prepayment.  Upon  receipt of any notice of  prepayment  pursuant to the
      second  sentence of this paragraph (b), the Agent shall promptly  notify
      each  Lender  participating  in such Swing Line Loan of the  contents of
      such notice and of such Lender's Pro Rata Share of such prepayment.

            (c)   Borrower,  when providing  notice of prepayment  pursuant to
      Section  3.06(b),  may  designate the Types of Advances and the specific
      Borrowing or  Borrowings  which are to be prepaid,  provided that (i) if
      any  prepayment  of  Eurodollar  Advances  made  pursuant  to  a  single
      Borrowing of the Revolving Loans shall reduce the  outstanding  Advances
      made pursuant to such Borrowing to an amount less than $5,000,000,  such
      Borrowing  shall  immediately be converted into Base Rate Advances;  and
      (ii)  each  prepayment  made  pursuant  to a single  Borrowing  shall be
      applied pro rata among the Advances  comprising such  Borrowing.  In the
      absence of a designation  by Borrower,  the Agent shall,  subject to the
      foregoing,  make such designation in its discretion but using reasonable
      efforts to avoid  funding  losses to the  Lenders  pursuant  to Section 
      3.12.  All  voluntary  prepayments  shall be applied  to the  payment of
      interest before application to principal.

            Section III.7. Payments, etc.

            (a)   Except  as  otherwise   specifically  provided  herein,  all
      payments  under this Agreement and the other Credit  Documents  shall be
      made without  defense,  set-off or  counterclaim  to the Agent not later
      than  11:00  A.M.  (local  time for the  Agent) on the date when due and
      shall be made in Dollars in immediately  available  funds at its Payment
      Office.

            (b)   (i) All such  payments  shall be made  free and clear of and
      without  deduction  or  withholding  for any  Taxes in  respect  of this
      Agreement,  the Notes or other  Credit  Documents,  or any  payments  of
      principal,   interest,  fees  or  other  amounts  payable  hereunder  or
      thereunder  (but  excluding,  except  as  provided  in  paragraph  (iii)
      hereof,  any Taxes  imposed on the  overall net income of the Lenders or
      the Issuing Bank pursuant to the laws of the  jurisdiction  in which the
      principal  executive office or appropriate Lending Office of such Lender
      or the  Issuing  Bank  is  located).  If any  Taxes  are  so  levied  or
      imposed,  Borrower agrees (A) to pay the full amount of such Taxes,  and
      such  additional  amounts as may be  necessary so that every net payment
      of all  amounts  due  hereunder  and under  the  Notes and other  Credit
      Documents,  after withholding or deduction for or on account of any such
      Taxes (including  additional sums payable under this Section 3.07), will
      not be less  than  the  full  amount  provided  for  herein  had no such
      deduction or withholding been required,  (B) to make such withholding or
      deduction  and (C) to pay  the  full  amount  deducted  to the  relevant
      authority in accordance with  applicable  law.  Borrower will furnish to
      the Agent, the Co-Agent and the Issuing Bank and each Lender,  within 30
      days  after  the date  the  payment  of any  Taxes  is due  pursuant  to
      applicable  law,  certified  copies  of  tax  receipts  evidencing  such
      payment by  Borrower.  Borrower  will  indemnify  and hold  harmless the
      Agent, the Co-Agent,  the Issuing Bank and each Lender and reimburse the
      Agent,  the  Co-Agent,  the Issuing  Bank and each  Lender upon  written
      request  for the  amount of any Taxes so levied or  imposed  and paid by
      the  Agent,  the  Co-Agent,  the  Issuing  Bank or such  Lender  and any
      liability   (including   penalties,   interest  and  expenses)   arising
      therefrom  or with  respect  thereto,  whether  or not such  Taxes  were
      correctly  or  illegally  asserted.  A  certificate  as to the amount of
      such  payment  by such  Lender,  the  Issuing  Bank,  the  Agent  or the
      Co-Agent absent manifest error,  shall be final,  conclusive and binding
      for all purposes  provided  that the Agent,  the  Co-Agent,  the Issuing
      Bank and each Lender shall use  reasonable  efforts to furnish  Borrower
      notice  of  the   imposition  of  any  Taxes  as  soon  as   practicable
      thereafter;  provided, however, that no delay or failure to furnish such
      notice  shall  in any  event  release  or  discharge  Borrower  from its
      obligations to the Agent, the Co-Agent,  the Issuing Bank or such Lender
      pursuant to Section 3.07(b) or otherwise  result in any liability of the
      Agent,  the  Co-Agent,  the Issuing Bank or such Lender;  provided  that
      such notice is provided to the Borrower  within  forty-five (45) days of
      such Lender or the Issuing Bank obtaining  knowledge of the  application
      of such Taxes to payments under this Agreement.

          (ii) Each Lender or Issuing Bank that is  organized  under the laws of
     any  jurisdiction  other  than the  United  States of  America or any State
     thereof  (including the District of Columbia) agrees to furnish to Borrower
     and the  Agent,  prior to the time it  becomes  a Lender  or  Issuing  Bank
     hereunder,  two copies of either U.S. Internal Revenue Service Form 4224 or
     U.S.  Internal  Revenue  Service Form 1001 or any  successor  forms thereto
     (wherein  such Lender  claims  entitlement  to complete  exemption  from or
     reduced rate of U.S.  Federal  withholding tax on interest paid by Borrower
     hereunder) and to provide to Borrower and the Agent a new Form 4224 or Form
     1001 or any successor  forms thereto if any  previously  delivered  form is
     found to be  incomplete  or incorrect  in any material  respect or upon the
     obsolescence of any previously delivered form; provided,  however,  that no
     Lender or  Issuing  Bank  shall be  required  to  furnish a form under this
     paragraph  (ii)  after the date that it  becomes a Lender or  Issuing  Bank
     hereunder  if it is not  entitled to claim an  exemption  from or a reduced
     rate of withholding under applicable law.

            (iii)  Borrower  shall also  reimburse each Lender and the Issuing
      Bank, upon written      request,   for  any  Taxes  imposed  (including,
      without  limitation,  Taxes  imposed on the  overall  net income of such
      Lender or Issuing Bank or its respective  Lending Office pursuant to the
      laws of the jurisdiction in which the principal  executive office or the
      applicable  Lending  Office  of  such  Lender  or the  Issuing  Bank  is
      located) as such Lender or the Issuing Bank shall  determine are payable
      by such Lender or the Issuing  Bank in respect of amounts  paid by or on
      behalf of Borrower  to or on behalf of such  Lender or the Issuing  Bank
      pursuant to paragraph (i) hereof.

            (c)   Subject to Section  3.04(c)(ii),  whenever any payment to be
      made  hereunder  or under  any Note  shall be  stated to be due on a day
      which is not a Business  Day, the due date thereof  shall be extended to
      the next  succeeding  Business  Day and,  with  respect to  payments  of
      principal,  interest  thereon  shall be payable at the  applicable  rate
      during such extension.

            (d)   All  computations  of interest and fees shall be made on the
      basis of a year of 360 days for the  actual  number  of days  (including
      the first day but  excluding  the last day)  occurring in the period for
      which such  interest or fees are payable (to the extent  computed on the
      basis  of  days  elapsed).  Interest  on Base  Rate  Advances  shall  be
      calculated  based on the Base Rate from and  including  the date of such
      Loan to but excluding  the date of the repayment or conversion  thereof.
      Interest  on  Eurodollar  Advances  and  Swing  Rate  Advances  shall be
      calculated as to each  Interest  Period from and including the first day
      thereof to but excluding  the last day thereof.  Each  determination  by
      the Agent of an  interest  rate or fee  hereunder  shall be made in good
      faith and,  except for manifest  error,  shall be final,  conclusive and
      binding for all purposes.

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

           Section III.8. Interest  Rate  Not  Ascertainable,   etc.  In  the
event that the Agent shall have determined (which  determination shall be made
in good faith and,  absent  manifest  error,  shall be final,  conclusive  and
binding  upon all  parties)  that on any date for  determining  LIBOR  for any
Interest  Period,  by reason  of any  changes  arising  after the date of this
Agreement  affecting the London interbank  market,  or the Agent's position in
such  market,  adequate  and fair  means do not  exist  for  ascertaining  the
applicable  interest  rate on the  basis  provided  for in the  definition  of
LIBOR,  then, and in any such event, the Agent shall forthwith give notice (by
telephone  confirmed  in  writing)  to Borrower  and to the  Lenders,  of such
determination  and a summary  of the basis for such  determination.  Until the
Agent notifies Borrower that the  circumstances  giving rise to the suspension
described  herein no longer exist,  the  obligations of the Lenders to make or
permit  portions of the Revolving  Loans to remain  outstanding  past the last
day of the then  current  Interest  Periods as  Eurodollar  Advances  shall be
suspended,  and such  affected  Advances  shall bear the same interest as Base
Rate Advances.

            Section III.9. Illegality.

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

            (b)   Upon the giving of the  notice to  Borrower  referred  to in
      subsection (a) above,  (i) Borrower's right to request and such Lender's
      obligation to make  Eurodollar  Advances or  participate in such Letters
      of  Credit,  as the case may be, or the  Issuing  Bank's  obligation  to
      issue Letters of Credit shall be immediately suspended,  and such Lender
      shall make an Advance as part of the  requested  Borrowing of Eurodollar
      Advances as a Base Rate Advance,  which Base Rate Advance shall, for all
      other purposes,  be considered  part of such Borrowing,  and (ii) if the
      affected  Eurodollar Advance or Advances are then outstanding,  Borrower
      shall  immediately,  or if  permitted by  applicable  law, no later than
      the date  permitted  thereby,  upon at least one Business  Day's written
      notice to the Agent and the affected  Lender,  convert each such Advance
      into a Base Rate  Advance or  Advances,  provided  that if more than one
      Lender  is  affected  at any time,  then all  affected  Lenders  must be
      treated the same pursuant to this Section 3.09(b).

            (c)   Notwithstanding   any  other  provision  contained  in  this
      Agreement,  the Issuing  Bank shall not be obligated to issue any Letter
      of  Credit,   nor  shall  any  Lender  be   obligated  to  purchase  its
      participation  in any  Letter of Credit to be issued  hereunder,  if the
      issuance  of such  Letter of Credit or  purchase  of such  participation
      shall have become  unlawful or  prohibited  by compliance by the Issuing
      Bank or such  Lender  in good  faith  with any law,  governmental  rule,
      guideline,  request, order,  injunction,  judgment or decree (whether or
      not  having  the  force  of  law);  provided  that  in the  case  of the
      obligation  of a Lender to  purchase  such  participation,  such  Lender
      shall have  notified  the Issuing Bank to such effect at least three (3)
      Business Days' prior to the issuance  thereof by the Issuing Bank, which
      notice shall  relieve the Issuing Bank of its  obligation  to issue such
      Letter of Credit pursuant to Section 2.03 hereof.

            Section III.10.   Increased Costs.

            (a)   If,  by  reason   of  (x)   after  the  date   hereof,   the
      introduction  of or  any  change  (including,  without  limitation,  any
      change by way of imposition or increase of reserve  requirements)  in or
      in the  interpretation  of any law or regulation,  or (y) the compliance
      with  any   guideline   or  request  from  any  central  bank  or  other
      governmental   authority  or  quasi-governmental   authority  exercising
      control over banks or financial  institutions  generally  made after the
      date hereof (whether or not having the force of law):

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

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

and as a  result  thereof  there  shall  be any  increase  in the cost to such
Lender of  agreeing  to make or  making,  funding  or  maintaining  Eurodollar
Advances  (except to the extent already  included in the  determination of the
applicable  interest rate for  Eurodollar  Advances) or its obligation to make
Eurodollar  Advances,  or there shall be a reduction in the amount received or
receivable  by such Lender or its  applicable  Lending  Office,  then Borrower
shall  from  time to time  (subject,  in the  case of  certain  Taxes,  to the
applicable  provisions  of Section  3.07(b)),  upon  written  notice  from and
demand by such  Lender on  Borrower  (with a copy of such notice and demand to
the  Agent),  pay to the Agent for the  account  of such  Lender  within  five
Business  Days after the date of such  notice and demand,  additional  amounts
sufficient  to  indemnify  such  Lender   against  such   increased   cost.  A
certificate  as to the amount of such  increased  cost,  submitted to Borrower
and the Agent by such  Lender in good  faith and  accompanied  by a  statement
prepared  by such Lender  describing  in  reasonable  detail the basis for and
calculation of such  increased  cost,  shall,  except for manifest  error,  be
final, conclusive and binding for all purposes.

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

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

                  (ii)  Borrower's   right  to  request   and  such   Lender's
            obligation  to make or  permit  portions  of the  Loans to  remain
            outstanding  past  the  last  day of  the  then  current  Interest
            Periods as Eurodollar Advances shall be immediately suspended; and

                  (iii) such  Lender   shall  make  a  Loan  as  part  of  the
            requested   Borrowing  of  Eurodollar  Advances  as  a  Base  Rate
            Advance,  which  such  Base  Rate  Advance  shall,  for all  other
            purposes, be considered part of such Borrowing.

            Section III.11.   Lending Offices.

            (a)   Each Lender agrees that,  if requested by Borrower,  it will
      use  reasonable  efforts  (subject to overall policy  considerations  of
      such Lender) to designate  an alternate  Lending  Office with respect to
      any of its Eurodollar  Advances affected by the matters or circumstances
      described  in  Sections  3.07(b),  3.08,  3.09  or 3.10  to  reduce  the
      liability of Borrower or avoid the results provided thereunder,  so long
      as such designation is not  disadvantageous to such Lender as reasonably
      determined by such Lender,  which  determination shall be conclusive and
      binding  on all  parties  hereto.  Nothing  in this  Section  3.11 shall
      affect or postpone  any of the  obligations  of Borrower or any right of
      any Lender provided hereunder.

            (b)   If the Issuing  Bank or any Lender that is  organized  under
      the laws of any jurisdiction  other than the United States of America or
      any State thereof  (including the District of Columbia)  issues a public
      announcement  with respect to the closing of its lending  offices in the
      United States such that any  withholdings  or deductions  and additional
      payments  with  respect to Taxes may be  required to be made by Borrower
      thereafter pursuant to Section 3.07(b),  such Lender or the Issuing Bank
      shall use reasonable  efforts to furnish Borrower notice thereof as soon
      as practicable thereafter;  provided,  however, that no delay or failure
      to furnish such notice shall in any event release or discharge  Borrower
      from its  obligations  to such  Lender or the Issuing  Bank  pursuant to
      Section  3.07(b) or otherwise  result in any liability of such Lender or
      the Issuing Bank;  provided that such notice is provided to the Borrower
      within  forty-five  (45)  days  of  such  Lender  or  the  Issuing  Bank
      obtaining  knowledge of the  application of such Taxes to payments under
      this Agreement.

            Section III.12.   Funding Losses.  Borrower shall  compensate each
Lender,  upon its written  request to Borrower  (which request shall set forth
the basis for requesting  such amounts in reasonable  detail and which request
shall be made in good  faith  and,  absent  manifest  error,  shall be  final,
conclusive  and  binding  upon all of the  parties  hereto),  for all  losses,
expenses and liabilities (including,  without limitation, any interest paid by
such  Lender  to  lenders  of  funds  borrowed  by it to  make  or  carry  its
Eurodollar  Advances to the extent not  recovered by such Lender in connection
with  the  re-employment  of such  funds  and  including  loss of  anticipated
profits),  which the Lender may sustain:  (i) if for any reason  (other than a
default by such Lender) a borrowing of, or conversion to or  continuation  of,
Eurodollar  Advances to Borrower does not occur on the date specified therefor
in a Notice of Borrowing, a Notice of Conversion/Continuation  (whether or not
withdrawn),  (ii) if any repayment  (including  mandatory  prepayments and any
conversions  pursuant  to  Section  3.09(b))  of any  Eurodollar  Advances  to
Borrower  occurs  on a date  which is not the last day of an  Interest  Period
applicable  thereto,  or (iii), if, for any reason,  Borrower  defaults in its
obligation  to repay its  Eurodollar  Advances  when  required by the terms of
this Agreement.

            Section III.13.   Assumptions  Concerning  Funding of  Eurodollar 
Advances.  Calculation  of all amounts  payable to a Lender under this Article
IV shall be made as though  that  Lender  had  actually  funded  its  relevant
Eurodollar  Advances  through the purchase of deposits in the relevant  market
bearing  interest at the rate  applicable  to such  Eurodollar  Advances in an
amount  equal to the amount of the  Eurodollar  Advances and having a maturity
comparable  to the relevant  Interest  Period and through the transfer of such
Eurodollar  Advances  from an  offshore  office of that  Lender to a  domestic
office of that  Lender in the United  States of  America;  provided,  however,
that each  Lender may fund each of its  Eurodollar  Advances  in any manner it
sees fit and the foregoing  assumption  shall be used only for  calculation of
amounts payable under this Article IV.

            Section III.14.   Apportionment of Payments.  Aggregate  principal
and interest  payments in respect of Revolving Loans and Commitment Fees shall
be apportioned among all outstanding  Commitments and Revolving Loans to which
such payments  relate,  proportionately  to the Lenders'  respective  Pro Rata
Share of such  Commitments and outstanding  Revolving  Loans.  Each payment of
principal  and interest of any Swing Line Loan shall be payable  solely to the
Swing Line  Lender  except as  provided  in Section  2.02(d).  The Agent shall
promptly  distribute to each Lender at its payment office set forth beside its
name on the  appropriate  signature  page hereof or such other  address as any
Lender may request its share of all such payments received by the Agent.

            Section III.15.   Termination    of    Commitments    The   unpaid
principal  balance and all  accrued  and unpaid  interest on the Notes will be
due and payable upon the first of the following dates or events to occur:  (i)
acceleration  of the  maturity  of any Note in  accordance  with the  remedies
contained in Article VIII of this  Agreement,  or (ii) upon the  expiration of
the Commitments.

            Section III.16.   Sharing of  Payments,  Etc. If any Lender or the
Issuing  Bank  shall  obtain  any  payment or  reduction  (including,  without
limitation,  any amounts received as adequate  protection of a deposit treated
as cash  collateral  under the Bankruptcy  Code) of the  Obligations  (whether
voluntary,  involuntary,  through the  exercise  of any right of  set-off,  or
otherwise)  in excess  of its Pro Rata  Share of  payments  or  reductions  on
account of such  obligations  obtained by all the Lenders (other than payments
of  principal,  interest  and fees with  respect to the Swing Line Loans which
are payable solely to the Swing Line Lender or Lenders  participating  therein
pursuant to Section 2.02(d)),  such Lender or the Issuing Bank shall forthwith
(i)  notify  each of the  other  Lenders,  the  Issuing  Bank,  Agent  and the
Co-Agent of such  receipt,  and (ii)  purchase  from the other  Lenders or the
Issuing  Bank such  participations  in the  affected  obligations  as shall be
necessary  to cause such  purchasing  Lender or the Issuing  Bank to share the
excess payment or reduction,  net of costs  incurred in connection  therewith,
ratably with each of them,  provided that if all or any portion of such excess
payment or reduction is thereafter  recovered from such  purchasing  Lender or
the Issuing Bank or  additional  costs are  incurred,  the  purchase  shall be
rescinded  and the purchase  price  restored to the extent of such recovery or
such additional  costs,  but without interest unless the Lender or the Issuing
Bank is  obligated  to return such funds is  required to pay  interest on such
funds.  Borrower  agrees that any Lender or the Issuing  Bank so  purchasing a
participation  from  another  Lender  or the  Issuing  Bank  pursuant  to this
Section 3.16 may, to the fullest  extent  permitted  by law,  exercise all its
rights of  payment  (including  the right of  set-off)  with  respect  to such
participation  as fully as if such Lender or the Issuing  Bank were the direct
creditor of Borrower in the amount of such participation.

            Section III.17.   Capital  Adequacy.  Without  limiting  any other
provision of this Agreement,  in the event that any Lender or the Issuing Bank
shall   have   determined   that   any   law,    treaty,    governmental   (or
quasi-governmental)  rule,  regulation,  guideline or order regarding  capital
adequacy not  currently in effect or fully  applicable as of the Closing Date,
or any change  therein or in the  interpretation  or application  thereof,  or
compliance  by such  Lender or  Issuing  Bank with any  request  or  directive
regarding  capital  adequacy not currently in effect or fully applicable as of
the  Closing  Date  (whether or not having the force of law and whether or not
failure  to  comply  therewith  would  be  unlawful)  from a  central  bank or
governmental  authority  or body having  jurisdiction,  does or shall have the
effect of  reducing  the rate of return on such  Lender's  or  Issuing  Bank's
capital as a consequence  of its  obligations  hereunder to a level below that
which such  Lender or  Issuing  Bank  could  have  achieved  but for such law,
treaty,  rule,  regulation,  guideline or order,  or such change or compliance
(taking into  consideration  such  Lender's or Issuing  Bank's  policies  with
respect to capital  adequacy)  by an amount  deemed by such  Lender or Issuing
Bank to be material,  then within ten (10) Business Days after written  notice
and demand by such Lender or Issuing Bank (with copies  thereof to the Agent),
Borrower  shall  from  time  to  time  pay to  such  Lender  or  Issuing  Bank
additional  amounts  sufficient to compensate  such Lender or Issuing Bank for
such reduction  (but, in the case of outstanding  Base Rate Advances,  without
duplication  of any amounts  already  recovered by such Lender or Issuing Bank
by reason of an adjustment in the applicable Base Rate).  Each  certificate as
to the amount  payable  under this Section 3.17 (which  certificate  shall set
forth the basis for requesting such amounts in reasonable  detail),  submitted
to  Borrower  by any  Lender or  Issuing  Bank in good  faith,  shall,  absent
manifest error, be final, conclusive and binding for all purposes.

            Section III.18.   Letter  of  Credit  Obligations  Absolute.   The
obligation  of each Account  Party to reimburse  the Issuing Bank for drawings
made under  Letters of Credit  issued for the account of the Account Party and
the Lenders' obligation to honor their participations  purchased therein shall
be  unconditional  and  irrevocable  and shall be paid  strictly in accordance
with the terms of this Agreement under all  circumstances,  including  without
limitation, the following circumstances:

            (a)   Any lack of  validity  or  enforceability  of any  Letter of
Credit;

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

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

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

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

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

Nothing in this Section 3.17  shall prevent an action against the Issuing Bank
for its gross  negligence or willful  misconduct in honoring  drafts under the
Letters of Credit.

                                  ARTICLE IV.

                           CONDITIONS TO BORROWINGS

            The  obligations  of each  Lender  to make  Advances  to  Borrower
hereunder is subject to the satisfaction of the following conditions:

            Section IV.1.  Conditions  Precedent  to  Initial  Loans.  At  the
time of the making of the initial  Loans  hereunder on the Closing  Date,  all
obligations  of Borrower  hereunder  incurred  prior to the initial  Loans and
prior to the  obligation  of the Issuing  Bank to issue the initial  Letter of
Credit (including,  without  limitation,  Borrower's  obligations to reimburse
fees and expenses  payable to the Agent as previously  agreed with  Borrower),
shall  have  been  paid in  full,  and  the  Agent  shall  have  received  the
following,  in form and substance  reasonably  satisfactory in all respects to
the Agent:

            (a)   the duly executed counterparts of this Agreement;

            (b)   the duly  executed  Revolving  Credit Notes  evidencing  the
      Revolving  Credit  Commitments  and the duly  executed  Swing  Line Note
      evidencing the Swing Line Subfacility;

            (c)   the duly executed Guaranty Agreement;

            (d)   the duly executed Closing Certificate;

            (e)   certificates of the Secretaries or Assistant  Secretaries of
      the Credit Parties  attaching and certifying  copies of the  resolutions
      of  the  board  of  directors  of the  Credit  Parties,  authorizing  as
      applicable  the  execution,  delivery  and  performance  of  the  Credit
      Documents by the Credit Parties party thereto;

            (f)   certificates  of the  Secretaries or an Assistant  Secretary
      of the Credit Parties  certifying (i) the name, title and true signature
      of each officer of the Credit  Parties  executing the Credit  Documents,
      and (ii) the bylaws of the Credit Parties;

            (g)   certified   copies  of  the  articles  or   certificate   of
      incorporation  of the Credit  Parties  certified by the  Secretaries  of
      State and by the  Secretaries  or  Assistant  Secretaries  of the Credit
      Parties,  together with  certificates of good standing or existence,  as
      may be available from the  Secretaries of State of the  jurisdiction  of
      incorporation  or  organization  of the  Credit  Parties  and each other
      jurisdiction  where the Credit  Parties  ownership  of  property  or the
      conduct of its  business  require  it to be  qualified,  except  where a
      failure to be so qualified would not have a Materially Adverse Effect;

            (h)   acknowledgments  from CSC  Corporation as to its appointment
      as agent for service of process for the Credit Parties;

            (i)   the  favorable  opinion  of  Powell,  Goldstein,   Frazer  &
      Murphy,  LLP,  counsel  to  the  Borrower  in the  form  of  Exhibit  E,
      addressed to the Agent, the Co-Agent and each of the Lenders.

            (j)   copies  of all  documents  and  instruments,  including  all
      consents,  authorizations  and filings,  required or advisable under any
      Requirement  of Law or by any  material  Contractual  Obligation  of the
      Credit   Parties,   in   connection   with  the   execution,   delivery,
      performance,  validity and  enforceability  of the Credit  Documents and
      the other  documents to be executed and  delivered  hereunder,  and such
      consents, authorizations,  filings and orders shall be in full force and
      effect and all applicable waiting periods shall have expired;

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

            (l)   [Reserved]

            (m)   certified copies of the Sharing Agreements;

            (n)   certificate of insurance issued by the Borrower's  insurers,
describing in reasonable detail the insurance maintained by the Borrower.

            (o)   the Agent  shall have  received,  for its own  account,  all
costs and expenses  incurred  which have been  invoiced and are payable on the
date hereof,  including  without  limitation,  all costs and expenses actually
incurred  associated with the execution and delivery of this Agreement and the
other  documents  contemplated  hereby.  The Agent shall have received for the
account of King & Spalding,  counsel to the Agent,  all  reasonable  costs and
expenses  actually  incurred  which have been invoiced and are due and payable
as of the date  hereof.

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

            (q)   evidence  assuring  the Agent,  the Co-Agent and the Lenders
that all corporate  proceedings and all other legal matters in connection with
the  authorization,  legality,  validity  and  enforceability  of  the  Credit
Documents and the  Transaction  are in form and substance  satisfactory to the
Lenders.

            Section IV.2.  Conditions  to  Each  Loan.  At  the  time  of  the
making of each Loan (but not including the  continuation  or conversion of any
Revolving Loan or in the same principal  amount or any Revolving Loan pursuant
to Section  2.02(c)),  including the initial Loans hereunder,  (before as well
as  immediately  after giving  effect to such Loans and to the proposed use of
the proceeds thereof),  the following  conditions shall have been satisfied or
shall exist:

            (a)   there  shall  exist no Default  or Event of  Default  and no
      Default or Event of Default  shall result  after  giving  effect to such
      Loan;

            (b)   all  representations  and  warranties by Borrower  contained
      herein shall be true and correct in all material  respects with the same
      effect as though such  representations  and  warranties had been made on
      and as of the date of such Loans;

            (c)   the Loans to be made and the use of proceeds  thereof  shall
      not  contravene,  violate or conflict  with,  or involve the Agent,  the
      Co-Agent or any Lender in a violation of, any law, rule, injunction,  or
      regulation,  or determination of any court of law or other  governmental
      authority applicable to Borrower;

            (d)   since the date of the most recent  financial  statements  of
      the  Consolidated  Companies  described  in Section 5.15 or delivered to
      the Agent  pursuant  to Section  6.07,  there  shall have been no change
      which  has had or could  reasonably  be  expected  to have a  Materially
      Adverse Effect; and

            (e)   the Agent shall have received such other  documents or legal
      opinions as the Agent or any Lender may reasonably request,  all in form
      and substance reasonably satisfactory to the Agent.

            Each  request  for a  Borrowing  or a  Swing  Line  Loan  and  the
acceptance   by  Borrower  of  the  proceeds   thereof   shall   constitute  a
representation  and  warranty  by  Borrower,  as of  the  date  of  the  Loans
comprising  such  Borrowing,  that  the  applicable  conditions  specified  in
Sections 4.01 and 4.02 have been satisfied.


                                 ARTICLE V.

                        REPRESENTATIONS AND WARRANTIES

            Borrower  (as to  itself  and all  other  Consolidated  Companies)
represents and warrants as follows.

            Section V.1.   Corporate  Existence;  Compliance with Law. Each of
the Consolidated Companies is a corporation duly organized,  validly existing,
and in good standing under the laws of the jurisdiction of its  incorporation,
and each of the  Consolidated  Companies has the corporate power and authority
and the  legal  right to own and  operate  its  property  and to  conduct  its
business.  Each of the Consolidated  Companies (i) has the corporate power and
authority  and the legal right to own and operate its  property and to conduct
its  business,  (ii) is duly  qualified as a foreign  corporation  and in good
standing under the laws of each  jurisdiction  where its ownership of property
or the conduct of its business  requires such  qualification,  and (iii) is in
compliance  with all  Requirements  of Law, where (a) the failure to have such
power,  authority  and legal right as set forth in clause (i), (b) the failure
to be so  qualified or in good  standing as set forth in clause  (ii),  or (c)
the failure to comply with  Requirements  of Law as set forth in clause (iii),
would reasonably be expected,  in the aggregate,  to have a Materially Adverse
Effect.  The jurisdiction of incorporation or organization,  and the ownership
of all issued and  outstanding  capital stock,  for each  Subsidiary as of the
date of this Agreement is accurately described on Schedule 5.01.

            Section V.2.   Corporate   Power;   Authorization.   Each  of  the
Credit  Parties has the  corporate  power and  authority to make,  deliver and
perform  the  Credit  Documents  to  which  it is a party  and has  taken  all
necessary   corporate   action  to  authorize  the  execution,   delivery  and
performance  of such  Credit  Documents.  No consent or  authorization  of, or
filing with,  any Person  (including,  without  limitation,  any  governmental
authority),  is  required  in  connection  with  the  execution,  delivery  or
performance  by any Credit Party,  or the validity or  enforceability  against
any  Credit  Party,  of  the  Credit  Documents,  other  than  such  consents,
authorizations or filings which have been made or obtained.

            Section V.3.   Possession of  Franchises,  Licenses,  Etc.  Except
as set  forth on  Schedule  5.03 or as  otherwise  would not  have a  Material
Adverse  Effect,  (a) each of the Credit  Parties  possesses  all  franchises,
certificates,  licenses,  permits and other  authorizations  from governmental
political  subdivisions  or regulatory  authorities  that are necessary in any
material  respect  for  the  ownership,   maintenance  and  operation  of  its
properties and assets,  and (b) no Credit Party is in violation of any thereof
in any material respect.

            Section V.4.   Enforceable  Obligations.  This  Agreement has been
duly  executed  and  delivered,  and each other Credit  Document  will be duly
executed and delivered,  by the respective Credit Parties,  and this Agreement
constitutes,  and each other Credit  Document when executed and delivered will
constitute,  legal,  valid and  binding  obligations  of the  Credit  Parties,
respectively,  enforceable against the Credit Parties in accordance with their
respective  terms,  except  as  may  be  limited  by  applicable   bankruptcy,
insolvency,   reorganization,   moratorium,  or  similar  laws  affecting  the
enforcement  of  creditors'  rights  generally  and by general  principles  of
equity.

            Section V.5.   No  Legal  Bar.   The   execution,   delivery   and
performance  by the Credit  Parties of the Credit  Documents  will not violate
any  Requirement  of Law or  cause a  breach  or  default  under  any of their
respective material Contractual Obligations.

            Section V.6.   No  Material  Litigation.  Except  as set  forth on
Schedule  5.06 or in any notice  furnished to the Lenders and the Issuing Bank
pursuant  to  Section  6.07(e)  at  or  prior  to  the  respective  times  the
representations  and  warranties  set forth in this  Section  5.06 are made or
deemed to be made hereunder,  no litigation,  investigations or proceedings of
or before any courts,  tribunals,  arbitrators or governmental authorities are
pending or, to the knowledge of Borrower,  threatened by or against any of the
Consolidated  Companies,  or against  any of their  respective  properties  or
revenues,  which, if adversely determined would reasonably be expected to have
a Material Adverse Effect.

            Section V.7.    Investment  Company Act,  Etc.  None of the Credit
Parties  is  an  "investment   company"  or  a  company   "controlled"  by  an
"investment  company"  (as each of the quoted  terms is defined or used in the
Investment  Company Act of 1940,  as amended).  None of the Credit  Parties is
subject to regulation  under the Public Utility  Holding  Company Act of 1935,
the Federal Power Act, or any foreign,  federal or local statute or regulation
limiting its ability to incur indebtedness for money borrowed,  guarantee such
indebtedness,   or  pledge  its  assets  to  secure  such   indebtedness,   as
contemplated hereby or by any other Credit Document.

            Section V.8.   Margin  Regulations.  No  part of the  proceeds  of
any of the Loans will be used for any purpose which  violates,  or which would
be  inconsistent  or not in compliance  with, the provisions of the applicable
Margin Regulations.

            Section V.9.   Compliance With Environmental Laws.

           (a)   The  Consolidated  Companies  have  received  no  notices of
      claims or potential  liability  under,  and are in compliance  with, all
      applicable  Environmental Laws, where such claims and liabilities under,
      and  failures  to  comply  with,  such  statutes,   regulations,  rules,
      ordinances,  laws or licenses, would reasonably be expected to result in
      penalties,  fines,  claims  or  other  liabilities  to the  Consolidated
      Companies in amounts in excess of $2,500,000,  either individually or in
      the  aggregate   (including  any  such  penalties,   fines,  claims,  or
      liabilities  relating to the  matters  set forth on  Schedule  5.09(a)),
      except as set forth on Schedule  5.09(a) or in any notice  furnished  to
      the  Lenders  and the Issuing  Bank  pursuant  to Section  6.07(f) at or
      prior to the  respective  times the  representations  and warranties set
      forth in this Section 5.09(a) are made or deemed to be made hereunder.

            (b)   Except as set forth on  Schedule  5.09(b)  or in any  notice
      furnished  to the  Lenders  and the  Issuing  Bank  pursuant to Section 
      6.07(f)  at or prior to the  respective  times the  representations  and
      warranties  set forth in this  Section  5.09(b) are made or deemed to be
      made  hereunder,  none of the  Consolidated  Companies  has received any
      notice of  violation,  or  notice  of any  action,  either  judicial  or
      administrative,  from any governmental  authority (whether United States
      or  foreign)  relating  to  the  actual  or  alleged  violation  of  any
      Environmental  Law,  including,  without  limitation,  any notice of any
      actual  or  alleged  spill,  leak,  or other  release  of any  Hazardous
      Substance,  waste or hazardous waste by any Consolidated  Company or its
      employees or agents,  or as to the existence of any contamination on any
      properties owned by any Consolidated Company,  where any such violation,
      spill,  leak,  release or contamination  would reasonably be expected to
      result  in  penalties,   fines,  claims  or  other  liabilities  to  the
      Consolidated  Companies  in  amounts  in  excess of  $2,500,000,  either
      individually or in the aggregate.

            (c)   Except as set forth on Schedule  5.09(c),  the  Consolidated
      Companies  have obtained all necessary  governmental  permits,  licenses
      and approvals  which are material to the  operations  conducted on their
      respective  properties,   including  without  limitation,  all  required
      material  permits,  licenses and  approvals  for (i) the emission of air
      pollutants  or  contaminants,  (ii) the  treatment or  pretreatment  and
      discharge of waste water or storm water,  (iii) the treatment,  storage,
      disposal or  generation of hazardous  wastes,  (iv) the  withdrawal  and
      usage of ground  water or surface  water,  and (v) the disposal of solid
      wastes.

            Section V.10.  Insurance.  The  Consolidated  Companies  currently
maintain   insurance   with  respect  to  their   respective   properties  and
businesses,  with financially sound and reputable  insurers,  having coverages
against  losses  or  damages  of the  kinds  customarily  insured  against  by
reputable  companies in the same or similar  businesses,  such insurance being
in amounts no less than those amounts  which are customary for such  companies
under  similar  circumstances.   The  Consolidated  Companies  have  paid  all
material  amounts of  insurance  premiums  now due and owing  with  respect to
such insurance policies and coverages,  and such policies and coverages are in
full force and effect.

            Section V.11.  No Default.  Except as set forth on Schedule  5.11,
none of the Consolidated  Companies is in default under or with respect to any
Contractual  Obligation  in any respect  which  default or  defaults  would be
reasonably expected in the aggregate to have a Materially Adverse Effect.

            Section V.12.   No  Burdensome  Restrictions.  Except as set forth
on  Schedule  5.12 or in any notice  furnished  to the Lenders and the Issuing
Bank  pursuant  to  Section  6.07(k) at or prior to the  respective  times the
representations  and  warranties  set forth in this  Section  5.12 are made or
deemed to be made hereunder,  none of the Consolidated Companies is a party to
or bound by any Contractual  Obligation or Requirement of Law which has had or
would reasonably be expected to have a Materially Adverse Effect.

            Section V.13.  Taxes.  Except as set forth on Schedule 5.13,  each
of  the  Consolidated   Companies  have  filed  or  caused  to  be  filed  all
declarations,  reports and tax returns  which are required to have been filed,
and  has  paid  all  taxes,  custom  duties,   levies,   charges  and  similar
contributions  ("taxes" in this  Section  5.13) shown to be due and payable on
said returns or on any assessments made against it or its properties,  and all
other taxes,  fees or other charges  imposed on it or any of its properties by
any  governmental  authority (other than those the amount or validity of which
is currently  being  contested in good faith by  appropriate  proceedings  and
with respect to which  reserves in conformity  with GAAP have been provided in
its  books);  and no tax liens  have  been  filed  and,  to the  knowledge  of
Borrower,  no claims are being  asserted with respect to any such taxes,  fees
or other charges.

            Section V.14.  Subsidiaries.  Except  as  disclosed  on  Schedule 
5.01, on the date of this Agreement,  Borrower has no Subsidiaries and neither
Borrower nor any Subsidiary is a joint venture  partner or general  partner in
any  partnership.  Except  as  disclosed  on  Schedule  5.14 or in any  notice
furnished to the Lenders and the Issuing Bank  pursuant to Section  6.07(l) at
or prior to the respective times the  representations and warranties set forth
in this Section 5.14 are made or deemed to be made hereunder,  Borrower has no
Material Subsidiaries.

            Section V.15.  Financial  Statements.  Borrower  has  furnished to
the Agent, the Co-Agent, the Issuing Bank and the Lenders:

            (a)   Audited Reports.  The audited  consolidated balance sheet as
      of  May  31,  1997  of  the  Consolidated   Companies  and  the  related
      consolidated  statements of income,  shareholders' equity and cash flows
      for the Fiscal  Years then  ended,  including  in each case the  related
      schedules and notes,  setting forth in each case in comparative form the
      figures  for the  previous  Fiscal Year of the  Consolidated  Companies.
      The  foregoing  financial  statements  fairly  present  in all  material
      respects  the  consolidated  financial  condition  of  the  Consolidated
      Companies  as at the dates  thereof and results of  operations  for such
      periods in conformity with GAAP consistently applied;

            (b)   No  Material   Adverse   Change.   Since  the  date  of  the
      preparation  of the  financial  statements  set forth above,  there have
      been no changes with  respect to the  Consolidated  Companies  which has
      had or  would  reasonably  be  expected  to  have a  Materially  Adverse
      Effect.

           Section V.16.  ERISA.  Except as disclosed on Schedule  5.16 or in
any notice  furnished to the Lenders and the Issuing Bank pursuant to Section 
6.07(g)  at  or  prior  to  the  respective  times  the   representations  and
warranties  set  forth in this  Section  5.16 are  made or  deemed  to be made
hereunder:

            (1)   Identification   of   Plans.   None   of  the   Consolidated
Companies  nor  any  of  their  respective   ERISA  Affiliates   maintains  or
contributes  to, or has during the past seven years  maintained or contributed
to, any Plan that is subject to Title IV of ERISA;

            (2)   Compliance.   Each  Plan  maintained  by  the   Consolidated
Companies have at all times been maintained,  by their terms and in operation,
in compliance  with all applicable  laws, and the  Consolidated  Companies are
subject to no tax or  penalty  with  respect to any Plan of such  Consolidated
Company or any ERISA Affiliate thereof,  including without limitation, any tax
or penalty  under Title I or Title IV of ERISA or under  Chapter 43 of the Tax
Code, or any tax or penalty  resulting from a loss of deduction under Sections
162, 404, or 419 of the Tax Code,  where the failure to comply with such laws,
and such taxes and penalties,  together with all other liabilities referred to
in this  Section  5.16  (taken  as a  whole),  would in the  aggregate  have a
Materially Adverse Effect;

            (3)   Liabilities.  The  Consolidated  Companies are subject to no
liabilities  (including  withdrawal  liabilities) with respect to any Plans of
such  Consolidated  Companies  or any of  their  ERISA  Affiliates,  including
without  limitation,  any  liabilities  arising  from Titles I or IV of ERISA,
other than  obligations  to fund  benefits  under an  ongoing  Plan and to pay
current  contributions,  expenses  and  premiums  with  respect to such Plans,
where such  liabilities,  together with all other  liabilities  referred to in
this  Section  6.15  (taken  as a  whole),  would  in  the  aggregate  have  a
Materially Adverse Effect;


            (4)   Funding.  The  Consolidated  Companies  and, with respect to
any Plan  which is  subject  to Title IV of  ERISA,  each of their  respective
ERISA  Affiliates,  have made  full and  timely  payment  of all  amounts  (A)
required to be contributed  under the terms of each Plan and  applicable  law,
and (B) required to be paid as expenses  (including PBGC or other premiums) of
each Plan,  where the  failure  to pay such  amounts  (when  taken as a whole,
including any penalties  attributable to such amounts) would have a Materially
Adverse  Effect.  No  Plan  subject  to  Title  IV  of  ERISA  (other  than  a
Multiemployer  Plan) has an  "amount  of  unfunded  benefit  liabilities"  (as
defined  in  Section  4001(a)(18)  of  ERISA),  determined  as  if  such  Plan
terminated  on any date on which this  representation  and  warranty is deemed
made, in any amount which,  together with all other liabilities referred to in
this Section 5.16 (taken as a whole),  would have a Materially  Adverse Effect
if such amount were then due and payable.  None of the Consolidated  Companies
would be subject to  withdrawal  liability  with respect to any  Multiemployer
Plan,  determined  as if the  event  resulting  in such  withdrawal  liability
occurred  on any date on which  this  representation  is made or  deemed to be
made based on the most  recent  actuarial  valuation  data made  available  to
employers  participating  in the  Multiemployer  Plan,  in any  amount  which,
together  with all other  liabilities  referred to in this Section 5.16 (taken
as a whole),  would have a Materially Adverse Effect if such amounts were then
due and payable.  The  Consolidated  Companies  are subject to no  liabilities
with  respect  to  post-retirement  medical  benefits  in any  amounts  which,
together  with all other  liabilities  referred to in this Section 5.16 (taken
as a whole),  would have a Materially Adverse Effect if such amounts were then
due and payable.

            Section V.17.   Patents,  Trademarks,  Licenses,  Etc.  Except  as
set forth on Schedule 5.17, (i) the  Consolidated  Companies have obtained and
hold in full  force and  effect  all  material  patents,  trademarks,  service
marks,  trade names,  copyrights,  licenses  and other such rights,  free from
material  burdensome  restrictions,  which are  necessary for the operation of
their respective  businesses as presently  conducted,  and (ii) to the best of
Borrower's  knowledge,  no  product,  process,  method,  service or other item
presently sold by or employed by any  Consolidated  Company in connection with
such business  infringes  any patents,  trademark,  service mark,  trade name,
copyright,  license or other right owned by any other  person and there is not
presently pending, or to the knowledge of Borrower,  threatened,  any claim or
litigation  against or affecting  any  Consolidated  Company  contesting  such
Person's right to sell or use any such product,  process, method, substance or
other item where the result of such  failure to obtain and hold such  benefits
or such infringement would have a Materially Adverse Effect.

            Section V.18.  Ownership  of  Property.  Except  as set  forth  on
Schedule 5.18,  each  Consolidated  Company has good and marketable fee simple
title to or a valid  leasehold  interest in all of its real  property and good
title to, or a valid  leasehold  interest  in, all of its other  property,  as
such  properties  are  reflected in the  financial  statements  referred to in
Section 5.15(a),  other than properties  disposed of in the ordinary course of
business  since  such  date or as  otherwise  permitted  by the  terms of this
Agreement,  subject to no Lien or title defect of any kind,  except  Permitted
Liens.  The Consolidated  Companies enjoy peaceful and undisturbed  possession
under all of their respective material leases.

            Section V.19.  Indebtedness.  As of the Closing  Date,  except for
the  Indebtedness  set  forth  on  Schedule  7.01,  none  of the  Consolidated
Companies is an obligor in respect of any  Indebtedness  for borrowed money or
any commitment to create or incur any Indebtedness for borrowed money.

            Section V.20.   Financial   Condition.   On  the   Closing   Date,
including  without  limitation,  the  use of the  proceeds  of  the  Loans  as
provided  in  Section  2.01,  (i) the  assets  of each  Credit  Party  at fair
valuation and based on their present fair saleable value  (including,  without
limitation,  the fair and realistic  value of any  contribution or subrogation
rights in respect of any Guaranty  Agreement  given by such Credit Party) will
exceed such Credit Party's debts,  including  contingent  liabilities (as such
liabilities  may be limited under the express terms of any Guaranty  Agreement
of such Credit  Party),  (ii) the remaining  capital of such Credit Party will
not be unreasonably  small to conduct the Credit Party's  business,  and (iii)
such Credit  Party will not have  incurred  debts,  or have  intended to incur
debts,  beyond the Credit  Party's  ability to pay such debts as they  mature.
For purposes of this Section 5.20,  "debt" means any liability on a claim, and
"claim"  means (a) the right to payment,  whether or not such right is reduced
to judgment, liquidated,  unliquidated, fixed, contingent, matured, unmatured,
disputed,  undisputed,  legal,  equitable,  secured or  unsecured,  or (b) the
right to an equitable  remedy for breach of  performance  if such breach gives
rise to a right to payment,  whether or not such right to an equitable  remedy
is reduced to  judgment,  fixed,  contingent,  matured,  unmatured,  disputed,
undisputed, secured or unsecured.

            Section V.21.  Labor  Matters.  Except as set  forth in  Schedule 
5.21 or in any notice  furnished to the Lenders and the Issuing Bank  pursuant
to Section  6.07(k) at or prior to the  respective  times the  representations
and  warranties  set forth in this  Section 5.21 are made or deemed to be made
hereunder,  the  Consolidated  Companies have  experienced  no strikes,  labor
disputes,  slow downs or work stoppages due to labor  disagreements which have
had, or would  reasonably  be expected to have, a Materially  Adverse  Effect,
and, to the best knowledge of Borrower,  there are no such strikes,  disputes,
slow downs or work  stoppages  threatened  against any  Consolidated  Company.
The hours worked and payment made to employees of the  Consolidated  Companies
have  not  been  in  violation  in any  material  respect  of the  Fair  Labor
Standards  Act or any other  applicable  law dealing  with such  matters.  All
payments due from the  Consolidated  Companies,  or for which any claim may be
made  against the  Consolidated  Companies,  on account of wages and  employee
health and welfare  insurance and other  benefits have been paid or accrued as
liabilities on the books of the  Consolidated  Companies  where the failure to
pay or  accrue  such  liabilities  would  reasonably  be  expected  to  have a
Materially Adverse Effect.

            Section V.22.  Payment  or   Dividend   Restrictions.   Except  as
described on Schedule 5.22, none of the Consolidated  Companies is party to or
subject to any agreement or understanding  restricting or limiting the payment
of any dividends or other distributions by any such Consolidated Company.

            Section V.23.  Sharing    Agreements.    Each   of   the   Sharing
Agreements  is in  full  force  and  effect  and no  material  default  exists
thereunder.

            Section V.24.  Disclosure.    No    representation   or   warranty
contained in this Agreement  (including the Schedules  attached  hereto) or in
any other  document  furnished from time to time pursuant to the terms of this
Agreement,  contains or will contain any untrue  statement of a material  fact
or omits  or will  omit to  state  any  material  fact  necessary  to make the
statements  herein or therein not misleading in any material respect as of the
date made or deemed to be made.  Except as may be set forth herein  (including
the Schedules  attached hereto),  there is no fact known to Borrower which has
had, or is reasonably expected to have, a Materially Adverse Effect.


            Section V.25.    Year   2000    Compliant.    Borrower  and   its
            Subsidiaries  shall be Year 2000 Compliant by December 31, 1999,  
except where a failure to be Year 2000 Compliant will not have a Materially
Adverse Effect.


                                  ARTICLE VI.

                             AFFIRMATIVE COVENANTS

            So long as any Commitment  remains in effect hereunder or any Note
shall remain unpaid, Borrower will:

            Section VI.1.  Corporate  Existence,  Etc.  Preserve and maintain,
and cause each of its  Material  Subsidiaries  to preserve and  maintain,  its
corporate existence,  its material rights,  franchises,  and licenses, and its
material  patents  and  copyrights  (for  the  scheduled   duration  thereof),
trademarks,  trade  names,  and service  marks,  necessary or desirable in the
normal  conduct of its  business,  and its  qualification  to do business as a
foreign  corporation in all jurisdictions  where it conducts business or other
activities  making such  qualification  necessary,  where the failure to be so
qualified would reasonably be expected to have a Materially Adverse Effect.

            Section VI.2.  Compliance with Laws, Etc.  Comply,  and cause each
of its  Subsidiaries  to  comply  with  all  Requirements  of Law  (including,
without limitation,  the Environmental Laws subject to the exception set forth
in Section 5.09 where the  penalties,  claims,  fines,  and other  liabilities
resulting  from  noncompliance  with such  Environmental  Laws do not  involve
amounts in excess of $2,500,000 in the aggregate) and Contractual  Obligations
applicable  to or binding on any of them where the failure to comply with such
Requirements of Law and Contractual  Obligations  would reasonably be expected
to have a Materially Adverse Effect.

            Section VI.3.  Payment of Taxes and Claims,  Etc.  Pay,  and cause
each of its  Subsidiaries to pay, (i) all taxes,  assessments and governmental
charges imposed upon it or upon its property,  and (ii) all claims (including,
without limitation,  claims for labor, materials,  supplies or services) which
might, if unpaid,  become a Lien upon its property,  unless, in each case, the
validity or amount  thereof is being  contested  in good faith by  appropriate
proceedings and adequate reserves are maintained with respect thereto.

            Section VI.4.  Keeping  of  Books.  Keep,  and  cause  each of its
Subsidiaries to keep, proper books of record and account,  containing complete
and  accurate  entries  of  all  their   respective   financial  and  business
transactions.


            Section VI.5.  Visitation,  Inspection,  Etc.  Permit,  and  cause
each of its  Subsidiaries  to permit,  any  representative  of the Agent,  the
Co-Agent,  the  Issuing  Bank or any  Lender to visit and  inspect  any of its
property,  to  examine  its  books and  records  and to make  copies  and take
extracts  therefrom,  and to discuss its affairs,  finances and accounts  with
its  officers,  all at such  reasonable  times and as often as the Agent,  the
Co-Agent, the Issuing Bank or such Lender may reasonably request.

            Section VI.6.  Insurance; Maintenance of Properties.

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

            (b)   Cause,  and  cause  each of the  Consolidated  Companies  to
      cause,  all properties  used or useful in the conduct of its business to
      be maintained and kept in good  condition,  repair and working order and
      supplied  with all  necessary  equipment  and will  cause to be made all
      necessary repairs, renewals, replacements,  settlements and improvements
      thereof,  all as in the  judgment of Borrower  may be  necessary so that
      the  business  carried on in  connection  therewith  may be properly and
      advantageously conducted at all times.

            Section VI.7.  Reporting  Covenants.  Furnish  to each  Lender and
the Issuing Bank:

            (a)   Annual  Financial  Statements.  As soon as available  and in
      any  event  within  90 days  after  each  Fiscal  Year End of  Borrower,
      balance  sheets  of the  Consolidated  Companies  as at the  end of such
      year,  presented on a consolidated  basis, and the related statements of
      income,  shareholders'  equity,  and  cash  flows  of  the  Consolidated
      Companies  for such Fiscal  Year,  presented  on a  consolidated  basis,
      setting  forth in each  case in  comparative  form the  figures  for the
      previous  Fiscal Year,  all in reasonable  detail and  accompanied  by a
      report  thereon of Ernst & Young,  L.L.P.  or other  independent  public
      accountants  of  comparable  recognized  national  standing,  which such
      report shall be  unqualified  as to going concern and scope of audit and
      shall  state  that  such  financial  statements  present  fairly  in all
      material  respects the financial  condition as at the end of such Fiscal
      Year  on a  consolidated  basis,  and  the  results  of  operations  and
      statements of cash flows of the  Consolidated  Companies for such Fiscal
      Year  in  accordance   with  GAAP  and  that  the  examination  by  such
      accountants in connection with such  consolidated  financial  statements
      has been made in accordance with generally accepted auditing standards;

           (b)   Quarterly  Financial  Statements.  As soon as available  and
      in any event  within 45 days  after the end of each  fiscal  quarter  of
      Borrower (other than the fourth fiscal  quarter),  balance sheets of the
      Consolidated  Companies  as at the end of such  quarter  presented  on a
      consolidated basis and the related  statements of income,  shareholders'
      equity,  and cash flows of the  Consolidated  Companies  for such fiscal
      quarter and for the portion of  Borrower's  Fiscal Year ended at the end
      of such  quarter,  presented on a  consolidated  basis  setting forth in
      each case in comparative form the figures for the corresponding  quarter
      and the  corresponding  portion of Borrower's  previous Fiscal Year, all
      in  reasonable  detail and certified by the chief  financial  officer or
      principal   accounting   officer  of   Borrower   that  such   financial
      statements  fairly  present  in  all  material  respects  the  financial
      condition  of the  Consolidated  Companies  as at the end of such fiscal
      quarter on a  consolidated  basis,  and the  results of  operations  and
      statements of cash flows of the  Consolidated  Companies for such fiscal
      quarter and such portion of Borrower's  Fiscal Year, in accordance  with
      GAAP consistently  applied (subject to normal year-end audit adjustments
      and the absence of certain footnotes);

            (c)   No   Default/Compliance   Certificate.   Together  with  the
      financial  statements  required  pursuant  to  subsections  (a)  and (b)
      above,  a  certificate  of the treasurer or chief  financial  officer of
      Borrower (i) to the effect that,  based upon a review of the  activities
      of the Consolidated  Companies and such financial  statements during the
      period covered thereby,  there exists no Event of Default and no Default
      under  this  Agreement,  or if there  exists  an Event of  Default  or a
      Default  hereunder,  specifying  the  nature  thereof  and the  proposed
      response   thereto,   and  (ii)   demonstrating  in  reasonable   detail
      compliance  as at the end of such  Fiscal  Year or such  fiscal  quarter
      with Section 6.08 and Sections 7.01 through 7.05;

            (d)   Notice of Default.  Promptly after any Executive  Officer of
      Borrower  has  notice  or  knowledge  of the  occurrence  of an Event of
      Default or a Default,  a certificate of the chief  financial  officer or
      principal  accounting officer of Borrower  specifying the nature thereof
      and the proposed response thereto;

            (e)   Litigation.  Promptly  after  (i)  the  occurrence  thereof,
      notice of the institution of or any material adverse  development in any
      material action,  suit or proceeding or any  governmental  investigation
      or any  arbitration,  before any court or arbitrator or any governmental
      or  administrative  body,  agency or official,  against any Consolidated
      Company,  or any material  property of any thereof seeking money damages
      in excess  of  $2,500,000  or  which,  if  adversely  determined,  would
      otherwise  reasonably be expected to have a Materially  Adverse  Effect,
      or (ii)  actual  knowledge  thereof,  notice  of the  threat of any such
      action, suit, proceeding, investigation or arbitration;


            (f)   Environmental  Notices.   Promptly  after  receipt  thereof,
      notice of any  actual or  alleged  violation,  or notice of any  action,
      claim or request for  information,  either  judicial or  administrative,
      from any  governmental  authority  relating  to any  actual  or  alleged
      claim,  notice of  potential  responsibility  under or  violation of any
      Environmental  Law, or any actual or alleged  spill,  leak,  disposal or
      other release of any waste,  petroleum  product,  or hazardous  waste or
      Hazardous  Substance by any  Consolidated  Company which could result in
      penalties,  fines,  claims  or  other  liabilities  to any  Consolidated
      Company in amounts in excess of $2,500,000;

            (g)   ERISA.  (i)  Promptly  after  the  occurrence  thereof  with
      respect to any Plan of any  Consolidated  Company or any ERISA Affiliate
      thereof,  or  any  trust  established   thereunder,   notice  of  (A)  a
      "reportable   event"   described  in  Section  4043  of  ERISA  and  the
      regulations   issued  from  time  to  time  thereunder   (other  than  a
      "reportable  event" not subject to the  provisions  for 30-day notice to
      the PBGC under such  regulations),  or (B) any other  event  which could
      subject  any  Consolidated  Company  to any tax,  penalty  or  liability
      under  Title I or Title IV of ERISA or  Chapter  43 of the Tax Code,  or
      any tax or penalty  resulting  from a loss of deduction  under  Sections
      162,  404 or 419 of the Tax Code,  where any such  taxes,  penalties  or
      liabilities exceed or could exceed $2,500,000 in the aggregate;

                  (ii)  Promptly  after such  notice  must be  provided to the
      PBGC, or to a Plan  participant,  beneficiary or alternative  payee, any
      notice   required   under   Section   101(d),   302(f)(4),   303,   307,
      4041(b)(1)(A) or  4041(c)(1)(A) of ERISA or under Section  401(a)(29) or
      412 of the  Tax  Code  with  respect  to any  Plan  of any  Consolidated
      Company or any ERISA Affiliate thereof;

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

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

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

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

            (i)   Public  Filings,  Etc.  Promptly upon the filing  thereof or
      otherwise  becoming  available,  copies  of  all  financial  statements,
      annual,  quarterly and special  reports,  proxy  statements  and notices
      sent or made  available  generally  by Borrower  to its public  security
      holders,  of all  regular  and  periodic  reports  and all  registration
      statements  and  prospectuses,  if any,  filed  by any of them  with any
      securities  exchange,  and of all press  releases  and other  statements
      made available generally to the public containing material  developments
      in the  business  or  financial  condition  of  Borrower  and the  other
      Consolidated Companies;

            (j)   Accountants'   Reports.   Promptly  upon  receipt   thereof,
      copies of all  financial  statements  of, and all reports  submitted by,
      independent  public  accountants  to  Borrower in  connection  with each
      annual,  interim, or special audit of Borrower's  financial  statements,
      including  without  limitation,  the comment  letter  submitted  by such
      accountants to management in connection with their annual audit;

            (k)   Burdensome  Restrictions,  Etc.  Promptly upon the existence
      or occurrence thereof,  notice of the existence or occurrence of (i) any
      Contractual  Obligation or Requirement of Law described in Section 5.12,
      (ii)  failure  of any  Consolidated  Company  to hold in full  force and
      effect those material trademarks,  service marks, patents,  trade names,
      copyrights,  licenses and similar rights necessary in the normal conduct
      of its business,  and (iii) any strike, labor dispute, slow down or work
      stoppage as described in Section 5.21;

            (l)   New  Material   Subsidiaries.   Within  30  days  after  the
      formation or acquisition of any Material Subsidiary,  or any other event
      resulting in the creation of a new  Material  Subsidiary,  notice of the
      formation  or   acquisition   of  such   Material   Subsidiary  or  such
      occurrence,  including a description  of the assets of such entity,  the
      activities in which it will be engaged,  and such other  information  as
      the Agent,  the  Co-Agent,  the Issuing  Bank and any of the Lenders may
      request;

            (m)   Intercompany  Asset Transfers.  Promptly upon the occurrence
      thereof,  notice of the  transfer of any assets from any Credit Party to
      any  other  Consolidated  Company  that  is not a  Credit  Party  in any
      transaction  or series of related  transactions,  where  either the book
      value  or  the  fair  market  value  of  such  assets  is  greater  than
      $2,500,000  (excluding  sales  or  other  transfers  of  assets  in  the
      ordinary course of business); and

            (n)   Other Information.  With reasonable  promptness,  such other
      information   about  the  Consolidated   Companies  as  the  Agent,  the
      Co-Agent,  the Issuing  Bank or any Lender may  reasonably  request from
      time to time.


            Section VI.8.   Financial Covenants.

            (a)   Fixed  Charge  Coverage.  Maintain a Fixed  Charge  Coverage
      Ratio at all times greater than  3.00:1.00,  measured as of the last day
      of each fiscal  quarter of the  Borrower,  commencing on the last day of
      the  fiscal  quarter  ending on August  31,  1998,  for the  immediately
      preceding four quarters ending on such date.

            (b)   Leverage  Ratio.  Maintain a Leverage  Ratio at all times of
      not more  than  3.00:1.0,  measured  as of the  last day of each  fiscal
      quarter  of the  Borrower,  commencing  on the  last  day of the  fiscal
      quarter  ending on August 31, 1998, for the  immediately  preceding four
      quarters ending on such date.

            Section VI.9.  Notices   Under    Certain   Other    Indebtedness.
Immediately upon its receipt thereof,  Borrower shall furnish the Agent a copy
of any  notice  received  by it or any  other  Consolidated  Company  from the
holder(s) of  Indebtedness  referred to in Section  7.01(b),  (c), (f), (g) or
(i) (or from any trustee,  agent, attorney, or other party acting on behalf of
such  holder(s)) in an amount which,  in the  aggregate,  exceeds  $2,500,000,
where such notice  states or claims (i) the  existence  or  occurrence  of any
default or event of default with respect to such Indebtedness  under the terms
of any  indenture,  loan  or  credit  agreement,  debenture,  note,  or  other
document  evidencing or governing such Indebtedness,  or (ii) the existence or
occurrence of any event or condition  which  requires or permits  holder(s) of
any Indebtedness to exercise rights under any Change in Control Provision.

            Section VI.10. Additional    Credit   Parties   and    Collateral.
Promptly  after (i) the formation or  acquisition  of any Material  Subsidiary
not listed on Schedule 5.14,  (ii) the transfer of assets to any  Consolidated
Company if notice thereof is required to be given pursuant to Section  6.07(m)
and as a result  thereof  the  recipient  of such  assets  becomes a  Material
Subsidiary,  or  (iii)  the  occurrence  of any  other  event  creating  a new
Material  Subsidiary,  Borrower  shall  cause to be executed  and  delivered a
Supplement  to  Subsidiary   Guaranty   Agreement   from  each  such  Material
Subsidiary,   together  with  related   corporate   authorization   documents,
organizational  documents,  secretary's certificates and opinions, all in form
and substance satisfactory to the Agent and the Required Lenders.



                                  ARTICLE VII.
                                 

                              NEGATIVE COVENANTS

            So long as any Commitment  remains in effect hereunder or any Note
shall remain unpaid, Borrower will not and will not permit any Subsidiary to:

            Section VII.1. Indebtedness.  Create,  incur,  assume,  guarantee,
suffer to exist or otherwise  become liable on or with respect to, directly or
indirectly, any Indebtedness, other than:

            (a)   Indebtedness  of the Borrower  under this  Agreement  and of
      the Material Subsidiary of Borrower pursuant to the Guaranty Agreement;

            (b)   Indebtedness  outstanding  or incurred  on the Closing  Date
      and described on Schedule 7.01

            (c)   purchase money  Indebtedness to the extent secured by a Lien
      permitted  by Section  7.02(b) in an aggregate  principal  amount at any
      time outstanding not to exceed $5,000,000;

            (d)   unsecured  current  liabilities  (other than liabilities for
      borrowed money or liabilities  evidenced by promissory  notes,  bonds or
      similar  instruments)  incurred in the  ordinary  course of business and
      either  (i) not more than 30 days past due,  or (ii) being  disputed  in
      good faith by  appropriate  proceedings  with reserves for such disputed
      liability maintained in conformity with GAAP;

            (e)   Indebtedness  of Borrower or any of its  Subsidiaries  under
      Interest Rate Contracts;

            (f)   Subordinated  Debt of the Borrower (but not  Subsidiaries of
      the Borrower) expressly approved in writing by the Lenders;

            (g)   Guarantees  of  advances to officers  and  employees  in the
      ordinary course of business,  or Guarantees  otherwise  disclosed to and
      approved in writing by the Agent and the Required Lenders;

            (h)   Endorsements  of  instruments  for deposit or  collection in
      the ordinary course of business;

            (i)   Unsecured  Indebtedness  of the  Borrower  pursuant to short
      term lines of credit in an  aggregate  principal  amount at any one time
      outstanding not to exceed $5,000,000;


            Section 7.05;

            (k)   Up to  $25,000,000  of additional  Indebtedness  at any time
      outstanding  for the  purpose of issuing  variable  or fixed rate demand
      notes or bonds for the benefit of  Borrower  or any of its  Subsidiaries
      to finance one or more advanced culinary center.

            Section VII.2. Liens.  Create,  incur,  assume  or suffer to exist
any Lien on any of its property now owned or hereafter  acquired to secure any
Indebtedness other than:

            (a)   Liens   existing  on  the  Closing  Date  and  disclosed  on
      Schedule 7.02;

            (b)   any  Lien on any  property  and  proceeds  thereof  securing
      Indebtedness  permitted by Section  7.01(c) or 7.01(k) above incurred or
      assumed  for the  purpose  of  financing  all or any part of the cost of
      acquiring,  developing,  constructing,   installing  or  equipping  such
      property and any refinancing  thereof,  provided that such Lien does not
      extend to any other property (other than the proceeds of such property);

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

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

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

            (f)   zoning,  easements  and  restrictions  on the  use  of  real
      property which do not materially impair the use of such property; and

            (g)   rights in property  reserved  or vested in any  governmental
      authority which do not materially impair the use of such property.



           
            Section VII.3. Mergers, Sales, Acquisitions.

            (a)   Merge or  consolidate  with any other  Person,  except  that
      this Section 7.03 shall not apply to:

                  (i)   any  merger  or  consolidation  of  Borrower  with any
            other  Person   provided   that  the  Borrower  is  the  surviving
            corporation after such merger or consolidation,

                  (ii)  any merger or  consolidation  of any of the Borrower's
            Subsidiaries   with  any  other  Person  provided  that  any  such
            Subsidiary  shall be the surviving  corporation  after such merger
            or consolidation, or

                  (iii) any merger between Subsidiaries of Borrower; or

            (b)    sell,   lease,   transfer  or  otherwise   dispose  of  its
      accounts,  property  or other  assets  (including  capital  stock of any
      Subsidiary of  Borrower),  except that this Section 7.03 shall not apply
      to:

                  (i)   any sale,  lease,  transfer  or other  disposition  of
            assets of any  Subsidiary  of the  Borrower to the Borrower or any
            of its Material Subsidiaries,

                  (ii)  sales of inventory in the ordinary  course of business
            of the Borrower and its Subsidiaries,

                  (iii) disposition  of equipment or inventory  determined  in
            good faith to be  obsolete  or  unusable  by the  Borrower  or its
            Subsidiaries, or

                  (iv)  any other  sale of the  Borrower's  assets  during the
            term of this  Agreement;  provided  that,  such assets (x) have an
            aggregate book value,  which when  aggregated  with all other such
            sales since the Closing  Date,  do not exceed  seven and  one-half
            percent  (7.5%)  of  the  aggregate  book  value  of  all  of  the
            Borrower's  assets  on the  date of such  transfer,  and (y)  when
            aggregated  with all other  assets of  Borrower  sold  during such
            Fiscal Year,  did not produce or  otherwise  account for more than
            ten percent  (10%) of  Consolidated  EBITDA  during the  preceding
            Fiscal  Year (or in the case of the first year of this  Agreement,
            any of the four preceding fiscal quarters of the Borrower);

            (c)   purchase,  lease or  otherwise  acquire  for cash,  stock or
      other  consideration,  the stock of any Person or all or any substantial
      portion of the assets of any Person,  unless such stock, assets or other
      considerations  have fair market value in any one transaction  less than
      $10,000,000,  or less than $20,000,000 in the aggregate per Fiscal Year,
      and the Borrower provides to the Lenders the following information:


                  (i)   a  description  in  reasonable  detail  of the  assets
            proposed to be purchased in the transaction; and

                  (ii)  a certificate  by the Chief  Financial  Officer of the
            Borrower   stating   that  (1)  after   giving   effect  any  such
            transaction  in this Section  7.03(c) the  covenants  described in
            Section  6.08  have been met and (2) that no  Default  or Event of
            Default will exist as a result of the transaction;

provided,  however, that no transaction pursuant to clause (a), clause (b)(i),
clause  (b)(iv) or clause (c) above shall be permitted if any Default or Event
of Default  exists at the time of such  transaction or would exist as a result
of such transaction.

            Section VII.4. Investments,  Loans,  Etc. Make, permit or hold any
Investments  in any Person,  or  otherwise  acquire or hold any  Subsidiaries,
other than:

            (a)   Investments in  (i) Subsidiaries  of Borrower existing as of
      the Closing Date,  (ii) Material  Subsidiaries with respect to which the
      Borrower has complied with Section 6.10,  and (iii) Subsidiaries created
      or acquired  thereafter in connection with any acquisition  permitted by
      Section 7.03(c)  to the extent  permitted by  Section 7.03 in any Fiscal
      Year.

            (b)   Investments  in the  stock  or  other  assets  of any  other
      Person that is engaged in a business  permitted  by Section  7.08 hereof
      that, as a result of such Investment,  becomes a wholly-owned Subsidiary
      of Borrower (other than Hostile Acquisitions);  provided,  however, that
      the aggregate  amount of  Investments  made pursuant to this  subsection
      (b) shall not exceed,  (x) in the case of the  acquisition  of the stock
      or assets of any  Person or  related  Persons,  an  aggregate  amount of
      $1,500,000,  and (y) an aggregate amount of $5,000,000 during any Fiscal
      Year of the Borrower;

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

            (d)   Investments  received in settlement of Indebtedness  created
      in the ordinary course of business;

           (e)   marketable  direct  obligations  issued  by any state of the
      United States of America or any political  subdivision of any such state
      or any  public  instrumentality  thereof,  the  interest  from  which is
      exempt from  Federal  income  taxes,  maturing  within one year from the
      date  of  acquisition  thereof  and  either  having  as at any  date  of
      determination the one of the two highest ratings  obtainable from either
      Standard & Poor's or Moody's;

            (f)   unsecured  commercial  paper,  the  interest  from  which is
      exempt from Federal  income  taxes,  maturing no more than 270 days from
      the date of creation and having as at any date of  determination  either
      the highest rating obtainable from either Standard & Poor's or Moody's;

            (g)   commercial paper issued by  corporations,  each of which has
      a consolidated net worth of not less than  $500,000,000,  and conducts a
      substantial  portion of its  business  in the United  States of America,
      maturing no more than 365 days from the date of acquisition  thereof and
      having as at any date of  determination  the highest  rating  obtainable
      from either Standard & Poor's or Moody's; and

            (h)   money market or similar  depository  accounts,  certificates
      of deposit or bankers  acceptances,  in each case redeemable upon demand
      or  maturing  within  one year  from the  date of  acquisition  thereof,
      issued by  commercial  banks  incorporated  under the laws of the United
      States of America  or any state  thereof or the  District  of  Columbia,
      provided  (x) each such bank has at any date of  determination  combined
      capital and surplus of not less than  $1,000,000,000 and a rating of its
      long-term  debt of at  least A by  Standard  &  Poor's  or at least A by
      Moody's or a long-term  deposit  rating of at least A issued by Standard
      & Poor's or at least A issued by Moody's,  (y) the  aggregate  amount of
      all such  certificates  of deposit issued by such bank are fully insured
      at all times by the Federal Deposit Insurance Company;

provided  however,   notwithstanding  the  foregoing,  the  Borrower  and  any
Subsidiary  may continue to own any  Investment  which (A)  complied  with the
provisions  of clauses  (f), (g) or (h) at the time such  Investment  was made
and (B) at any date of  determination  does not so comply  solely  because (x)
such  Investment  no longer has the rating  required from Standard & Poor's or
Moody's  or (y) the bank  having  the money  market or  depository  account or
issuing the  certificate of deposit or bankers  acceptance  ceases to have the
required  level of capital  and  surplus or to have a rating of its  long-term
debt of at least A by  Standard & Poor's or at least A by Moody's or to have a
long-term  deposit  rating of at least A by Standard & Poor's or at least A by
Moody's,  if, and for so long as, in the good faith  judgment of the  relevant
Executive  Officer,  no loss of the principal  amount of such Investment would
occur as the result of the Borrower or such Subsidiary  continuing to own such
Investment to maturity.  Nothing  contained in the foregoing  proviso shall be
deemed to be  applicable  to any new or  renewed  Investment  at the time such
Investment is made or renewed.

            Section VII.5. Letters of Credit.  Create,  incur, issue,  assume,
guarantee,  suffer to exist or otherwise  become liable on or with respect to,
directly or indirectly,  letters of credit other than Letters of Credit issued
pursuant to this  Agreement and letters of credit issued to provide  credit or
liquidity  support,  or both in  connection  with  Indebtedness  permitted  by
Section 7.01(k),  where the  maximum  amount  available  to be drawn under all
such letters of credit would exceed, at any one time outstanding,  $20,000,000
in the aggregate.

            Section VII.6. Sale and Leaseback  Transactions.  Sell or transfer
any property,  real or personal,  whether now owned or hereafter acquired, and
thereafter   rent  or  lease  such  property  or  other   property  which  any
Consolidated  Company  intends to use for  substantially  the same  purpose or
purposes as the property being sold or transferred.

            Section VII.7. Transactions with Affiliates.

            (a)   Enter   into  any   transaction   or   series   of   related
      transactions  which in the aggregate  would be material,  whether or not
      in  the  ordinary  course  of  business,   with  any  Affiliate  of  any
      Consolidated  Company  (but  excluding  any  Affiliate  which  is also a
      wholly-owned  Subsidiary  of Borrower and any  compensation  arrangement
      with an officer or  director of the  Borrower or any other  Consolidated
      Company entered into in the ordinary course of business),  other than on
      terms and  conditions  substantially  as favorable to such  Consolidated
      Company as would be  obtained by such  Consolidated  Company at the time
      in a  comparable  arm's-length  transaction  with a Person other than an
      Affiliate.

            (b)   Convey or transfer to any other Person  (including any other
      Consolidated Company) any real property,  buildings, or fixtures used in
      the manufacturing or production  operations of any Consolidated Company,
      or  convey  or  transfer  to any other  Consolidated  Company  any other
      assets  (excluding  conveyances  or transfers in the ordinary  course of
      business) if at the time of such  conveyance  or transfer any Default or
      Event of Default  exists or would  exist as a result of such  conveyance
      or transfer.

            Section VII.8.  Changes in  Business.  Enter into or engage in any
business which is substantially  different from the business engaged in by the
Borrower and its Subsidiaries on the Closing Date.

            Section VII.9. ERISA.  Take  or  fail  to  take  any  action  with
respect to any Plan of any Consolidated  Company or, with respect to its ERISA
Affiliates,  any  Plans  which  are  subject  to  Title  IV  of  ERISA  or  to
continuation  health care  requirements  for group  health plans under the Tax
Code,  including  without  limitation  (i)  establishing  any such Plan,  (ii)
amending any such Plan (except where required to comply with applicable  law),
(iii)  terminating  or  withdrawing  from any such Plan, or (iv)  incurring an
amount of unfunded benefit  liabilities,  as defined in Section 4001(a)(18) of
ERISA,  or any  withdrawal  liability  under Title IV of ERISA with respect to
any such Plan,  which  together with any other action or omission  referred to
in this  Section  7.09  (taken as a whole)  would  have a  Materially  Adverse
Effect, without first obtaining the written approval of the Required Lenders.

           Section VII.10.   Limitation  on Payment  Restrictions  Affecting 
Consolidated  Companies.  Create  or  otherwise  cause or  suffer  to exist or
become effective,  any consensual encumbrance or restriction on the ability of
any Consolidated  Company to (i) pay dividends or make any other distributions
on any stock of a Subsidiary  of the  Borrower,  or (ii) pay any  intercompany
debt owed to Borrower or any other  Consolidated  Company,  or (iii)  transfer
any of its property or assets to Borrower or any other  Consolidated  Company,
except any consensual  encumbrance  or restriction  existing as of the Closing
Date.

            Section VII.11.   Actions  Under  Certain  Documents.  Without the
prior written  consent of the Required  Lenders (i) modify,  amend,  cancel or
rescind any agreements or documents evidencing or governing  Subordinated Debt
or  intercompany  debt,  (ii) make any payment  with  respect to  Subordinated
Debt,  except that current  interest accrued on such  Subordinated  Debt as of
the date of this  Agreement  and all interest  subsequently  accruing  thereon
(whether  or not paid  currently)  may be paid  unless a  Default  or Event of
Default has occurred and is continuing,  (iii) voluntarily  prepay any portion
of  intercompany  debt, or (iv) amend or modify any of the Sharing  Agreements
to materially  increase the  obligations or  liabilities  of the  Consolidated
Companies thereunder.

            Section VII.12.   Additional    Negative   Pledges.    Create   or
otherwise  cause  or  suffer  to  exist  or  become  effective,   directly  or
indirectly,  any  prohibition  or  restriction on the creation or existence of
any Lien upon any asset of any  Consolidated  Company,  other than pursuant to
(i)  Section  7.02,  (ii) the  terms  of any  agreement,  instrument  or other
document  pursuant to which any Indebtedness  permitted by Sections 7.01(k) or
7.02(b) is incurred by any Consolidated  Company,  so long as such prohibition
or  restriction   (in  the  case  of   Indebtedness   permitted   pursuant  to
Section 7.02(b))  applies only to the property or asset being financed by such
Indebtedness,  and (iii) any  requirement  of applicable law or any regulatory
authority having jurisdiction over any of the Consolidated Companies.

            Section VII.13.   Changes in Fiscal Year.  Change the  calculation
of the Fiscal Year of the Borrower.

            Section VII.14.   Issuance  of Stock by  Subsidiaries.  Permit any
Subsidiary  (either  directly  or  indirectly  by the  issuance  of  rights or
options for, or  securities  convertible  into such shares) to issue,  sell or
dispose  of any  shares  of its  stock of any  class  (other  than  directors'
qualifying shares, if any) except to the Borrower or another Subsidiary.

            Section VII.15.   Dividends.  In  any  Fiscal  Year  the  Borrower
shall not pay or declare  dividends in an aggregate amount in excess of twenty
percent (20%) of its Consolidated Net Income.


                               ARTICLE VIII.

                               EVENTS OF DEFAULT

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

            Section VIII.1.    Payments.   Borrower   shall   fail   to   make
promptly when due (including,  without  limitation,  by mandatory  prepayment)
any  principal  payment with respect to the Loans,  or Borrower  shall fail to
make any payment of interest,  fee or other amount  payable  hereunder  within
five (5) days of its due date;

            Section VIII.2.   Covenants  Without  Notice.  Borrower shall fail
to observe or perform any  covenant or agreement  contained in Sections  6.01,
6.05, 6.07, 6.08, 6.09 or Article VII;

            Section VIII.3.   Other   Covenants.   Borrower   shall   fail  to
observe or perform any  covenant or  agreement  contained  in this  Agreement,
other than those  referred  to in Sections  8.01 and 8.02,  and, if capable of
being  remedied,  such failure shall remain  unremedied  for 30 days after the
earlier of (i) Borrower's  obtaining knowledge thereof, or (ii) written notice
thereof shall have been given to Borrower by Agent, the Co-Agent,  the Issuing
Bank or any Lender;

            Section VIII.4.    Representations.    Any    representation    or
warranty  made or deemed to be made by Borrower or any other  Credit  Party or
by any of its  officers  under this  Agreement  or any other  Credit  Document
(including  the  Schedules  attached  thereto),  or any  certificate  or other
document  submitted  to the  Agent,  the  Co-Agent,  the  Issuing  Bank or the
Lenders by any such  Person  pursuant  to the terms of this  Agreement  or any
other Credit  Document,  shall be incorrect in any material  respect when made
or deemed to be made or submitted;

            Section VIII.5.   Non-Payments   of   Other   Indebtedness.    Any
Consolidated  Company shall fail to make when due (whether at stated maturity,
by  acceleration,  on demand or  otherwise,  and  after  giving  effect to any
applicable  grace  period)  any  payment of  principal  of or  interest on any
Indebtedness (other than the Obligations)  exceeding  $2,500,000  individually
or in the aggregate;

            Section VIII.6.   Defaults  Under  Other  Agreements;  Change  In 
Control  Provisions.  (a) Any  Consolidated  Company  shall fail to observe or
perform any covenants or agreements  (whether or not waived)  contained in any
agreements  or  instruments  relating  to any of  its  Indebtedness  exceeding
$500,000  individually or in the aggregate,  or any other event shall occur if
the effect of such failure or other event is to accelerate,  or with notice or
passage  of time or both,  to permit the  holder of such  Indebtedness  or any
other Person to  accelerate,  the maturity of such  Indebtedness;  or any such
Indebtedness  shall be  required  to be  prepaid  (other  than by a  regularly
scheduled  required  prepayment)  in  whole  or in part  prior  to its  stated
maturity;  or (b) any event or condition shall occur or exist which,  pursuant
to the terms of any  Change in Control  Provision,  requires  or  permits  the
holder(s) of the Indebtedness  subject to such Change in Control  Provision to
require that such Indebtedness be redeemed, repurchased,  defeased, prepaid or
repaid,  in whole or in  part,  or the  maturity  of such  Indebtedness  to be
accelerated;

            Section VIII.7.   Bankruptcy.   The   Borrower  or  any   Material
Subsidiary  shall  commence  a  voluntary  case  concerning  itself  under the
Bankruptcy Code or applicable  foreign bankruptcy laws; or an involuntary case
for bankruptcy is commenced  against  Borrower or any Material  Subsidiary and
the petition is not  controverted  within 10 days, or is not dismissed  within
60 days,  after  commencement  of the case;  or a custodian (as defined in the
Bankruptcy Code) or similar official under applicable  foreign bankruptcy laws
is  appointed  for,  or takes  charge of, all or any  substantial  part of the
property of the  Borrower or any Material  Subsidiary;  or the Borrower or any
Material  Subsidiary  commences  proceedings  of its own  bankruptcy  or to be
granted  a  suspension  of  payments  or  any  other   proceeding   under  any
reorganization,   arrangement,   adjustment   of  debt,   relief  of  debtors,
dissolution,  insolvency or  liquidation  or similar law of any  jurisdiction,
whether now or hereafter  in effect,  relating to the Borrower or any Material
Subsidiary  or  there  is  commenced  against  the  Borrower  or any  Material
Subsidiary any such  proceeding  which remains  undismissed for a period of 60
days; or the Borrower or any Material  Subsidiary is adjudicated  insolvent or
bankrupt;  or any order of relief or other  order  approving  any such case or
proceeding is entered;  or the Borrower or any Material Subsidiary suffers any
appointment  of any  custodian or the like for it or any  substantial  part of
its property to continue  undischarged or unstayed for a period of 60 days; or
the Borrower or any Material  Subsidiary  makes a general  assignment  for the
benefit of creditors;  or the Borrower or any Material  Subsidiary  shall fail
to pay,  or shall  state that it is unable to pay,  or shall be unable to pay,
its debts  generally  as they  become due;  or the  Borrower  or any  Material
Subsidiary  shall call a meeting of its  creditors  with a view to arranging a
composition  or  adjustment  of its debts;  or the  Borrower  or any  Material
Subsidiary  shall  by any act or  failure  to act  indicate  its  consent  to,
approval of or acquiescence in any of the foregoing;  or any corporate  action
is taken  by the  Borrower  or any  Material  Subsidiary  for the  purpose  of
effecting any of the foregoing;

            Section VIII.8.   ERISA. A Plan of either a  Consolidated  Company
or of any of its ERISA Affiliates which is subject to Title IV of ERISA:

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

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

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

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

and there shall result from any such  failure,  waiver,  termination  or other
event  described  in clauses (i) through (iv) above a liability to the PBGC or
a Plan that would have a Materially Adverse Effect;

            Section VIII.9.   Judgments.  Judgments  or orders for the payment
of  money  in  excess  of  $2,500,000  individually  or in  the  aggregate  or
otherwise  having  a  Materially  Adverse  Effect  shall be  rendered  against
Borrower or any other  Consolidated  Company and such  judgment or order shall
continue  unsatisfied  (in the case of a money  judgment)  and in effect for a
period of 30 days during which  execution  shall not be effectively  stayed or
deferred (whether by action of a court, by agreement or otherwise);

            Section VIII.10.  Ownership of Credit  Parties.  If Borrower shall
at any  time  fail to own and  control  the  shares  of  Voting  Stock  of any
Guarantor  which it owned or  controlled at the time such  Guarantor  became a
Credit  Party  hereunder  other than due to sale of the  Voting  Stock of such
Guarantor permitted pursuant to Section 7.03 hereof;

            Section VIII.11.  Change  in  Control  of  Borrower.  (x) With the
exception of Morrison  prior to the Closing Date,  any person or group (within
the meaning of Rule 13d-5 of the  Securities  and  Exchange  Commission  as in
effect on the date hereof) shall become the owner,  beneficially or of record,
of shares  representing  more than twenty-five  percent (25%) of the aggregate
ordinary voting power represented by the issued and outstanding  capital stock
of the  Borrower,  or (y) a change in the board of  directors  of the Borrower
shall occur such that the  individuals  who constituted the board of directors
of the Borrower at the beginning of the two-year period immediately  preceding
such change  (together  with any other director whose election by the board of
directors   of  the  Borrower  or  whose   nomination   for  election  by  the
shareholders  of the Borrower was approved by a vote of at least a majority of
the  directors  then in office who either were  directors at the  beginning of
such period or whose  election or  nomination  for election was  previously so
approved)  cease for any reason to constitute a majority of the directors then
in office; or

            Section VIII.12.  Default Under Other Credit  Documents;  Sharing 
Agreements.  (x)  There  shall  exist or  occur  any  "Event  of  Default"  as
provided under the terms of any other Credit Document,  or any Credit Document
ceases  to be in full  force  and  effect or the  validity  or  enforceability
thereof is  disaffirmed by or on behalf of Borrower or any other Credit Party,
or at any time it is or becomes  unlawful  for  Borrower  or any other  Credit
Party to  perform or comply  with its  material  obligations  under any Credit
Document,  or the material  obligations  of Borrower or any other Credit Party
under any Credit  Document are not or cease to be legal,  valid and binding on
Borrower or any such Credit Party; or (y) any party to the Sharing  Agreements
shall default with respect to its covenants or  obligations  thereunder  where
such  default  results in a  Materially  Adverse  Effect  with  respect to the
Credit Parties;

then,  and in any such  event,  and at any  time  thereafter  if any  Event of
Default  shall  then be  continuing,  the Agent may,  and upon the  written or
telex  request  of  the  Required  Lenders,  shall,  take  any  or  all of the
following  actions,  without  prejudice  to  the  rights  of  the  Agent,  the
Co-Agent,  the Issuing  Bank,  any Lender or the holder of any Note to enforce
its claims  against  Borrower  or any other  Credit  Party:  (i)  declare  all
Commitments  terminated,  whereupon  the  Commitments  of  each  Lender  shall
terminate  immediately and any commitment fee shall  forthwith  become due and
payable  without any other notice of any kind;  (ii) declare the  principal of
and any  accrued  interest  on the  Loans,  and all  other  Obligations  owing
hereunder to be,  whereupon the same shall  become,  forthwith 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 an Event of
Default  specified in Section  8.07 shall occur,  the result which would occur
upon the  giving  of  notice by the Agent to any  Credit  Party,  shall  occur
automatically  without the giving of any such  notice,  and (iii) may exercise
any other rights or remedies  available under the Credit Documents,  at law or
in equity.

                                  ARTICLE IX.

                                   THE AGENT

            Section IX.1.  Appointment  of Agent.  The  Issuing  Bank and each
Lender  hereby  designates   SunTrust  as  Agent  to  administer  all  matters
concerning  the Loans and  Letters of Credit  and to act as herein  specified.
The  Issuing  Bank and each Lender  hereby  irrevocably  authorizes,  and each
holder of any Note by the acceptance of a Note shall be deemed  irrevocably to
authorize,  the Agent to take such actions on its behalf under the  provisions
of this Agreement,  the other Credit Documents,  and all other instruments and
agreements  referred to herein or therein,  and to exercise such powers and to
perform such duties hereunder and thereunder as are specifically  delegated to
or  required  of the Agent by the terms  hereof  and  thereof  and such  other
powers as are  reasonably  incidental  thereto.  The Agent may  perform any of
its duties hereunder by or through their agents or employees.


            Section IX.2.  Authorization   of  Agent  with  Respect  to  the  
Security  Documents.  (a) The Issuing Bank and each Lender  hereby  authorizes
the Agent to enter into each of the Security  Documents  substantially  in the
form  attached  hereto,  and to take  all  action  contemplated  thereby.  All
rights and  remedies  under the  Security  Documents  may be  exercised by the
Agent for the benefit of the Agent,  the Issuing  Bank and the Lenders and the
other beneficiaries  thereof upon the terms thereof.  The Issuing Bank and the
Lenders  further  agree that the Agent may  assign its rights and  obligations
under any of the Security  Documents  to any  affiliate of the Agent or to any
trustee,  if necessary or appropriate  under applicable law, which assignee in
each  such  case  shall  (subject  to  compliance  with  any  requirements  of
applicable  law  governing  the  assignment  of such  Security  Documents)  be
entitled  to all the  rights  of the  Agent  under  and  with  respect  to the
applicable Security Document.

            (b)   In each  circumstance  where,  under  any  provision  of any
Security  Document,  the Agent shall have the right to grant or  withhold  any
consent,  exercise any remedy,  make any determination or direct any action by
the Agent  under such  Security  Document,  the Agent  shall act in respect of
such consent,  exercise of remedies,  determination or action, as the case may
be,  with  the  consent  of and  at the  direction  of the  Required  Lenders;
provided,  however,  that no such  consent of the  Required  Lenders  shall be
required with respect to any consent,  determination  or other matter that is,
in the Agent's  judgment,  ministerial or  administrative  in nature.  In each
circumstance  where any consent of or direction  from the Required  Lenders is
required,  the Agent shall send to the  Issuing  Bank and the Lenders a notice
setting  forth a description  in  reasonable  detail of the matter as to which
consent or direction is requested  and the Agent's  proposed  course of action
with  respect  thereto.  In the  event the Agent  shall  not have  received  a
response  from any Lender or the Issuing  Bank within five (5)  Business  Days
after such Lender's or the Issuing Bank's receipt of such notice,  such Lender
or the  Issuing  Bank  shall be deemed to have  agreed to the course of action
proposed by the Agent.

            Section IX.3.  Nature of Duties of  Agent.  The Agent  shall  have
no  duties  or  responsibilities  except  those  expressly  set  forth in this
Agreement  and the other  Credit  Documents.  None of the Agent nor any of its
respective  officers,  directors,  employees or agents shall be liable for any
action  taken or omitted by it as such  hereunder or in  connection  herewith,
unless  caused by its or their gross  negligence  or willful  misconduct.  The
duties of the Agent shall be ministerial  and  administrative  in nature;  the
Agent shall not have by reason of this Agreement a fiduciary  relationship  in
respect of any Lender or the  Issuing  Bank;  and  nothing in this  Agreement,
express or implied,  is intended to or shall be so construed as to impose upon
the Agent any  obligations  in respect of this  Agreement  or the other Credit
Documents except as expressly set forth herein.

            Section IX.4.  Lack of Reliance on the Agent.

           (a)   Independently  and  without  reliance  upon the Agent,  each
      Lender and the Issuing Bank, to the extent each deems  appropriate,  has
      made and shall  continue to make (i) its own  independent  investigation
      of the  financial  condition  and  affairs  of  the  Credit  Parties  in
      connection  with the taking or not  taking of any  action in  connection
      herewith,  and (ii) its own  appraisal  of the  creditworthiness  of the
      Credit  Parties,  and,  except as expressly  provided in this Agreement,
      the Agent shall have no duty or  responsibility,  either initially or on
      a continuing  basis,  to provide any Lender or the Issuing Bank with any
      credit or other  information with respect  thereto,  whether coming into
      its  possession  before the making of the Loans or the  issuance  of the
      Letters of Credit or at any time or times thereafter.

            (b)   The Agent  shall  not be  responsible  to any  Lender or the
      Issuing Bank for any recitals, statements, information,  representations
      or warranties  herein or in any document,  certificate  or other writing
      delivered in connection  herewith or for the  execution,  effectiveness,
      genuineness,  validity,  enforceability,   collectibility,  priority  or
      sufficiency of this Agreement,  the Notes, the Guaranty Agreement or any
      other  documents  contemplated  hereby  or  thereby,  or  the  financial
      condition  of the Credit  Parties,  or be  required  to make any inquiry
      concerning  either the  performance  or  observance of any of the terms,
      provisions  or  conditions of this  Agreement,  the Notes,  the Guaranty
      Agreement or the other documents  contemplated hereby or thereby, or the
      financial  condition of the Credit Parties, or the existence or possible
      existence of any Default or Event of Default.

            Section IX.5.  Certain  Rights of the  Agent.  If the Agent  shall
request  instructions  from the Required Lenders with respect to any action or
actions (including the failure to act) in connection with this Agreement,  the
Agent shall be entitled  to refrain  from such act or taking such act,  unless
and  until  the Agent  shall  have  received  instructions  from the  Required
Lenders;  and the Agent shall not incur  liability  in any Person by reason of
so refraining.  Without limiting the foregoing,  no Lender or the Issuing Bank
shall  have any right of action  whatsoever  against  the Agent as a result of
the Agent acting or refraining  from acting  hereunder in accordance  with the
instructions of the Required Lenders.

            Section IX.6.  Reliance  by Agent.  The Agent shall be entitled to
rely,  and  shall be fully  protected  in  relying,  upon any  note,  writing,
resolution,  notice,  statement,  certificate,  telex,  teletype or telecopier
message, cable gram, radiogram,  order or other documentary,  teletransmission
or  telephone  message  believed  by it to be genuine  and correct and to have
been  signed,  sent or made by the proper  Person.  The Agent may consult with
legal counsel  (including  counsel for any Credit Party),  independent  public
accountants  and other experts  selected by it and shall not be liable for any
action  taken or omitted to be taken by it in good  faith in  accordance  with
the advice of such counsel, accountants or experts.


            Section IX.7.  Indemnification  of Agent.  To the extent the Agent
is not reimbursed  and  indemnified  by the Credit  Parties,  each Lender will
reimburse  and  indemnify  the  Agent,  ratably  according  to the  respective
amounts of the Loans  outstanding  under all Commitments (or if no amounts are
outstanding,  ratably in accordance with the Commitments), in either case, for
and against any and all liabilities,  obligations, losses, damages, penalties,
actions,  judgments,  suits,  costs,  expenses  (including  counsel  fees  and
disbursements)  or disbursements of any kind or nature whatsoever which may be
imposed  on,  incurred  by or asserted  against  the Agent in  performing  its
duties  hereunder,  in any way relating to or arising out of this Agreement or
the other Credit Documents;  provided that no Lender or the Issuing Bank shall
be  liable  to the Agent for any  portion  of such  liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits, costs, expenses or
disbursements   resulting  from  the  Agent's  gross   negligence  or  willful
misconduct.

            Section IX.8.  The  Agent  in  its   Individual   Capacity.   With
respect to its obligation to lend under this  Agreement,  the Loans made by it
and the Notes  issued to it, the Agent  shall have the same  rights and powers
hereunder  as any other  Lender or holder of a Note and may  exercise the same
as though it were not performing the duties  specified  herein;  and the terms
"Lenders",  "Required  Lenders",  "holders  of Notes",  or any  similar  terms
shall,  unless the context clearly otherwise  indicates,  include the Agent in
its individual  capacity.  The Agent may accept  deposits from, lend money to,
and  generally  engage in any kind of banking,  trust,  financial  advisory or
other  business  with  the  Consolidated  Companies  or any  affiliate  of the
Consolidated  Companies  as if it were not  performing  the  duties  specified
herein,  and may accept  fees and other  consideration  from the  Consolidated
Companies  for  services  in  connection  with this  Agreement  and  otherwise
without having to account for the same to the Lenders or the Issuing Bank.

            Section IX.9.  Holders  of  Notes.  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.  Any  request,  authority  or consent of any Person who,
at the time of making such  request or giving such  authority  or consent,  is
the  holder of any Note shall be  conclusive  and  binding  on any  subsequent
holder,  transferee or assignee of such Note or of any Note or Notes issued in
exchange therefor.

            Section IX.10. Successor Agent.

            (a)   The Agent may  resign at any time by giving  written  notice
      thereof  to the  Lenders,  the  Issuing  Bank  and  Borrower  and may be
      removed  at any time  with or  without  cause by the  Required  Lenders;
      provided,  however,  the Agent  may not  resign  or be  removed  until a
      successor  Agent  has  been  appointed  and  shall  have  accepted  such
      appointment.   Upon  any  such  resignation  or  removal,  the  Required
      Lenders  shall have the right to appoint a  successor  Agent  subject to
      Borrower's  prior  written  approval.  If no successor  Agent shall have
      been so appointed by the Required Lenders,  and shall have accepted such
      appointment,  within 30 days after the retiring Agent's giving of notice
      of resignation or the Required  Lenders'  removal of the retiring Agent,
      then the  retiring  Agent  may,  on  behalf  of the  Lenders,  appoint a
      successor  Agent subject to Borrower's  prior  written  approval,  which
      shall be a bank which  maintains  an office in the United  States,  or a
      commercial  bank  organized  under  the  laws of the  United  States  of
      America or any State  thereof,  or any Affiliate of such bank,  having a
      combined capital and surplus of at least $1,000,000,000.

            (b)   Upon  the  acceptance  of  any   appointment  as  the  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  under this Agreement.  After
      any retiring  Agent's  resignation  or removal  hereunder as Agent,  the
      provisions  of this  Article  IX shall  inure to its  benefit  as to any
      actions  taken or omitted to be taken by it while it was an Agent  under
      this Agreement.

                                  ARTICLE X.

                                 MISCELLANEOUS

            Section X.1.   Notices.   All   notices,    requests   and   other
communications  to any party  hereunder  shall be in writing  (including  bank
wire,  telex,  telecopy or similar  teletransmission  or writing) and shall be
given to such party at its address or applicable  teletransmission  number set
forth on the  signature  pages  hereof,  or such other  address or  applicable
teletransmission  number as such party may hereafter  specify by notice to the
Agent and Borrower.  Each such notice,  request or other  communication  shall
be  effective  (i) if given by telex,  when such telex is  transmitted  to the
telex  number  specified  in this Section and the  appropriate  answerback  is
received,  (ii) if  given  by  mail,  72 hours  after  such  communication  is
deposited  in the  mails  with  first  class  postage  prepaid,  addressed  as
aforesaid,  (iii) if given by telecopy,  when such telecopy is  transmitted to
the  telecopy   number   specified   in  this  Section  and  the   appropriate
confirmation  is  received,  or (iv) if given by any other  means  (including,
without  limitation,  by air  courier),  when  delivered  or  received  at the
address  specified in this  Section;  provided that notices to the Agent shall
not be effective until received.

            Section X.2.   Amendments,  Etc.  No  amendment  or  waiver of any
provision of this Agreement or the other Credit Documents,  nor consent to any
departure  by any  Credit  Party  therefrom,  shall in any event be  effective
unless the same shall be in writing and signed by the  Required  Lenders  (and
in the case of any  amendment,  the applicable  Credit  Party),  and then such
waiver or consent  shall be effective  only in the  specific  instance and for
the specific  purpose for which given;  provided that no amendment,  waiver or
consent  shall,  unless  in  writing  and  signed by all the  Lenders  and the
Issuing  Bank to do any of the  following:  (i)  waive  any of the  conditions
specified  in  Section  4.01  or  4.02,   (ii)  increase  the  Commitments  or
contractual  obligations  of the Lenders or the Issuing Bank to Borrower under
this  Agreement,  (iii) reduce the  principal of, or interest on, the Notes or
any fees  hereunder,  (iv)  postpone any date fixed for the payment in respect
of principal of, or interest on, the Notes or any fees  hereunder,  (v) change
the percentage of the Commitments or of the aggregate  unpaid principal amount
of the Notes,  or the number or  identity  of Lenders  which shall be required
for the  Lenders  or any of them to take any action  hereunder,  (vi) agree to
release any  Guarantor  from its  obligations  under any  Guaranty  Agreement,
(vii)  modify the  definition  of "Required  Lenders,"  or (viii)  modify this
Section  10.02.   Notwithstanding  the  foregoing,  no  amendment,  waiver  or
consent shall, unless in writing and signed by the Agent and the Co-Agent,  in
addition  to the Lenders and the Issuing  Bank  required  hereinabove  to take
such action,  affect the rights or duties of the Agent under this Agreement or
under any other Credit Document.

            Section X.3.   No  Waiver;  Remedies  Cumulative.  No  failure  or
delay on the part of the Agent, the Co-Agent,  any Lender, the Issuing Bank or
any holder of a Note in exercising any right or remedy  hereunder or under any
other Credit  Document,  and no course of dealing between any Credit Party and
the  Agent,  any  Lender,  the  Issuing  Bank or the  holder of any Note shall
operate as a waiver thereof,  nor shall any single or partial  exercise of any
right or remedy  hereunder  or under any other  Credit  Document  preclude any
other or  further  exercise  thereof  or the  exercise  of any other  right or
remedy  hereunder  or  thereunder.  The rights and remedies  herein  expressly
provided are  cumulative and not exclusive of any rights or remedies which the
Agent,  the Co-Agent,  any Lender,  the Issuing Bank or the holder of any Note
would  otherwise  have.  No  notice  to or  demand  on any  Credit  Party  not
required  hereunder  or under  any other  Credit  Document  in any case  shall
entitle any Credit  Party to any other or further  notice or demand in similar
or other  circumstances or constitute a waiver of the rights of the Agent, the
Co-Agent,  the  Lenders,  the  Issuing  Bank or the  holder of any Note to any
other or further action in any circumstances without notice or demand.

            Section X.4.   Payment of Expenses, Etc.  Borrower shall:

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

                  (ii)  subject,   in  the  case  of  certain  Taxes,  to  the
               applicable  provisions of Section 3.07(b), pay and hold each of
               the Lenders and the Issuing Bank  harmless from and against any
               and all  present  and  future  stamp,  documentary,  and  other
               similar  Taxes with  respect to this  Agreement,  the Notes and
               any other Credit Documents,  any collateral  described therein,
               or any payments due  thereunder,  and save the Issuing Bank and
               each Lender  harmless from and against any and all  liabilities
               with respect to or resulting  from any delay or omission to pay
               such Taxes; and

                  (iii) indemnify the Agent,  the  Co-Agent,  the Issuing Bank
               and each  Lender,  and their  respective  officers,  directors,
               employees,  representatives  and agents from,  and hold each of
               them harmless against, any and all costs, losses,  liabilities,
               claims,  damages or expenses  incurred by any of them  (whether
               or  not  any  of  them  is  designated  a  party  thereto)  (an
               "Indemnitee")   arising   out   of  or   by   reason   of   any
               investigation,  litigation or other  proceeding  related to any
               actual or proposed  use of the  proceeds of any of the Loans or
               any  Credit  Party's   entering  into  and  performing  of  the
               Agreement,   the  Notes,   or  the  other   Credit   Documents,
               including,  without  limitation,  the reasonable  fees actually
               incurred and  disbursements  of counsel  incurred in connection
               with any such  investigation,  litigation or other  proceeding;
               provided,   however,   Borrower   shall  not  be  obligated  to
               indemnify any Indemnitee  for any of the foregoing  arising out
               of such Indemnitee's gross negligence or willful misconduct;

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

      If and to the  extent  that  the  obligations  of  Borrower  under  this
      Section 10.04 are unenforceable  for any reason,  Borrower hereby agrees
      to make the maximum  contribution  to the payment  and  satisfaction  of
      such obligations which is permissible under applicable law.

            Section X.5.   Right  of  Setoff.   In  addition  to  and  not  in
limitation of all rights of offset that any Lender,  the Issuing Bank or other
holder of a Note may have under  applicable law, each Lender,  Issuing Bank or
other holder of a Note shall,  upon the occurrence of any Event of Default and
whether or not such  Lender,  Issuing  Bank or such holder has made any demand
or any Credit Party's obligations have matured,  have the right to appropriate
and apply to the  payment  of any Credit  Party's  obligations  hereunder  and
under the other Credit  Documents,  all deposits of any Credit Party  (general
or special,  time or demand,  provisional or final) then or thereafter held by
and other  indebtedness  or property then or thereafter  owing by such Lender,
the Issuing Bank or other holder to any Credit  Party,  whether or not related
to this Agreement or any transaction hereunder.

            Section X.6.   Benefit of Agreement; Assignments; Participations.

            (a)   This  Agreement  shall  be  binding  upon  and  inure to the
      benefit of and be enforceable  by the respective  successors and assigns
      of the  parties  hereto,  provided  that  Borrower  may  not  assign  or
      transfer  any  of its  interest  hereunder  without  the  prior  written
      consent of the Lenders and the Issuing Bank.

            (b)   Any Lender may make,  carry or transfer  Loans at, to or for
      the account of, any of its branch  offices or the office of an Affiliate
      of such Lender.

            (c)    Each  Lender  and  may  assign  all  or a  portion  of  its
      interests,  rights and obligations  under this Agreement  (including all
      or a portion of any of its  Commitments  and the Loans at the time owing
      to it and the  Notes  held by it) to any  Eligible  Assignee;  provided,
      however,  that (i) the  Borrower  and the Agent each must give its prior
      written  consent  to  such  assignment   (which  consent  shall  not  be
      unreasonably   withheld  or  delayed)   unless  such  assignment  is  an
      Affiliate of the  assigning  Lender or unless (in the case of Borrower's
      consent) an Event of Default has occurred and is  continuing  hereunder,
      (ii) the amount of the  Commitments  of the assigning  Lender subject to
      each   assignment   (determined  as  of  the  date  the  assignment  and
      acceptance  with respect to such  assignment  is delivered to the Agent)
      shall  not be less  than an  amount  equal  to  $10,000,000  or  greater
      integral  multiplies  of  $1,000,000  unless  such  assignment  is to an
      Affiliate  of the  assigning  Lender  or such  Lender  is  assigning  it
      commitment  in its entirety,  (iii) the parties to each such  assignment
      shall  execute and deliver to the Agent an  Assignment  and  Acceptance,
      together with a Note or Notes  subject to such  assignment  and,  unless
      such  assignment  is to an Affiliate of such  Lender,  a processing  and
      recordation  fee of $3,000.  Borrower shall not be responsible  for such
      processing and recordation fee or any costs or expenses  incurred by any
      Lender or the Agent in connection with such  assignment.  From and after
      the effective date specified in each  Assignment and  Acceptance,  which
      effective  date  shall be at least  five (5)  Business  Days  after  the
      execution thereof,  the assignee  thereunder shall be a party hereto and
      to  the  extent  of  the  interest   assigned  by  such  Assignment  and
      Acceptance,  have the  rights  and  obligations  of a Lender  under this
      Agreement.  Within five (5)  Business  Days after  receipt of the notice
      and the  Assignment and  Acceptance,  Borrower shall execute and deliver
      to the Agent, in exchange for the surrendered  Note or Notes, a new Note
      or Notes to the order of such  assignee in a principal  amount  equal to
      the  applicable  Commitments  assumed by it pursuant to such  Assignment
      and  Acceptance  and new Note or Notes to the  assigning  Lender  in the
      amount  of its  retained  Commitment  or  Commitments.  Such new Note or
      Notes shall be in an aggregate  principal  amount equal to the aggregate
      principal amount of such  surrendered Note or Notes,  shall be dated the
      date of the  surrendered  Note or Notes  which they  replace,  and shall
      otherwise be in substantially the form attached hereto.

            (d)   Each  Lender  may,  without  the  consent of Borrower or the
      Agent,  sell  participations  to one or more banks or other  entities in
      all or a portion  of its  rights and  obligations  under this  Agreement
      (including all or a portion of its  Commitments in the Loans owing to it
      and the Notes held by it),  provided,  however,  that (i) such  Lender's
      obligations  under this  Agreement  shall  remain  unchanged,  (ii) such
      Lender shall remain solely  responsible  to the other parties hereto for
      the performance of such  obligations,  (iii) the  participating  bank or
      other  entity shall not be entitled to the benefit  (except  through its
      selling Lender) of the cost protection  provisions  contained in Article
      III of this  Agreement,  and  (iv)  Borrower  and the  Agent  and  other
      Lenders  shall  continue to deal solely and directly with each Lender in
      connection  with  such  Lender's  rights  and  obligations   under  this
      Agreement and the other Credit  Documents,  and such Lender shall retain
      the sole right to enforce the  obligations  of Borrower  relating to the
      Loans  and to  approve  any  amendment,  modification  or  waiver of any
      provisions  of this  Agreement.  Each Lender  shall  promptly  notify in
      writing  the  Agent  and the  Borrower  of any  sale of a  participation
      hereunder.

           (e)   Any  Lender  or  participant  may,  in  connection  with the
      assignment or  participation  or proposed  assignment or  participation,
      pursuant to this  Section,  disclose to the assignee or  participant  or
      proposed  assignee or participant any  information  relating to Borrower
      or the other  Consolidated  Companies  furnished to such Lender by or on
      behalf of Borrower or any other  Consolidated  Company.  With respect to
      any disclosure of  confidential,  non-public,  proprietary  information,
      such  proposed   assignee  or   participant   shall  agree  to  use  the
      information  only  for  the  purpose  of  making  any  necessary  credit
      judgments  with  respect  to  this  credit  facility  and not to use the
      information  in any  manner  prohibited  by any law,  including  without
      limitation,  the  securities  laws of the United  States.  The  proposed
      participant  or  assignee  shall  agree  not to  disclose  any  of  such
      information except (i) to directors,  employees,  auditors or counsel to
      whom it is  necessary  to show such  information,  each of whom shall be
      informed  of the  confidential  nature of the  information,  (ii) in any
      statement  or  testimony  pursuant  to a subpoena or order by any court,
      governmental  body or other  agency  asserting  jurisdiction  over  such
      entity, or as otherwise  required by law (provided prior notice is given
      to Borrower and the Agent unless  otherwise  prohibited by the subpoena,
      order or law),  and (iii) upon the  request or demand of any  regulatory
      agency or authority with proper  jurisdiction.  The proposed participant
      or  assignee  shall  further  agree to  return  all  documents  or other
      written  material  and copies  thereof  received  from any  Lender,  the
      Agent,   the  Co-Agent  or  Borrower   relating  to  such   confidential
      information unless otherwise properly disposed of by such entity.

            (f)   Any Lender may at any time  assign all or any portion of its
      rights  in  this  Agreement  and the  Notes  issued  to it to a  Federal
      Reserve Bank;  provided that no such assignment shall release the Lender
      from any of its obligations hereunder.

            (g)   If (i) any Taxes  referred to in Section  3.07(b)  have been
      levied or imposed so as to require  withholdings  and  reductions by the
      Borrower  and  payment  by the  Borrower  of  additional  amounts to any
      Lender as a result  thereof or any Lender  shall make demand for payment
      of any material  additional  amounts as compensation  for increased cost
      pursuant to Section 3.10, then and in such event,  upon request from the
      Borrower  delivered  to  such  Lender,  such  Lender  shall  assign,  in
      accordance  with the provisions of Section  10.06(c),  all of its rights
      and obligations  under this Agreement and the other Credit  Documents to
      an Eligible  Assignee  selected by the Borrower and  consented to by the
      Agent in  consideration  for the payment by such  assignee to the Lender
      of the  principal of and interest on the  outstanding  Loans  accrued to
      the  date  of  such   assignment,   the   assumption  of  such  Lender's
      Commitments hereunder,  together with any and all other amounts owing to
      such Lender under any  provisions of this  Agreement or the other Credit
      Documents accrued to the date of such assignment.

            Section X.7.   Governing Law; Submission to Jurisdiction.

            (a)   THIS  AGREEMENT  AND  THE  RIGHTS  AND  OBLIGATIONS  OF  THE
PARTIES  HEREUNDER AND UNDER THE NOTES SHALL BE CONSTRUED IN  ACCORDANCE  WITH
AND BE  GOVERNED  BY THE LAW  (WITHOUT  GIVING  EFFECT TO THE  CONFLICT OF LAW
PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.

            (b)   ANY  LEGAL  ACTION  OR  PROCEEDING   WITH  RESPECT  TO  THIS
AGREEMENT,  THE NOTES OR ANY  OTHER  CREDIT  DOCUMENT  MAY BE  BROUGHT  IN THE
SUPERIOR COURT OF FULTON COUNTY,  GEORGIA,  OR ANY OTHER COURT OF THE STATE OF
GEORGIA  OR OF THE UNITED  STATES OF  AMERICA  FOR THE  NORTHERN  DISTRICT  OF
GEORGIA,  AND, BY EXECUTION AND DELIVERY OF THIS  AGREEMENT,  BORROWER  HEREBY
ACCEPTS   FOR  ITSELF  AND  IN  RESPECT  OF  ITS   PROPERTY,   GENERALLY   AND
UNCONDITIONALLY,  THE  JURISDICTION  OF  THE  AFORESAID  COURTS.  THE  PARTIES
HERETO  HEREBY   IRREVOCABLY   WAIVE  TRIAL  BY  JURY,  AND  BORROWER   HEREBY
IRREVOCABLY  WAIVES  ANY  OBJECTION,   INCLUDING,   WITHOUT  LIMITATION,   ANY
OBJECTION  TO THE  LAYING  OF  VENUE  OR BASED  ON THE  GROUNDS  OF FORUM  NON
CONVENIENS,  WHICH IT MAY NOW OR  HEREAFTER  HAVE TO THE  BRINGING OF ANY SUCH
ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.

            (c)   BORROWER  HEREBY  IRREVOCABLY   DESIGNATES  CSC  CORPORATION
SERVICES,  ATLANTA,  GEORGIA,  AS ITS  DESIGNEE,  APPOINTEE AND LOCAL AGENT TO
RECEIVE, FOR AND ON BEHALF OF BORROWER,  SERVICE OF PROCESS IN SUCH RESPECTIVE
JURISDICTIONS  IN  ANY  LEGAL  ACTION  OR  PROCEEDING  WITH  RESPECT  TO  THIS
AGREEMENT  OR THE NOTES OR ANY  DOCUMENT  RELATED  THERETO.  IT IS  UNDERSTOOD
THAT A COPY OF SUCH  PROCESS  SERVED  ON SUCH  LOCAL  AGENT  WILL BE  PROMPTLY
FORWARDED  BY SUCH LOCAL  AGENT AND BY THE  SERVER OF SUCH  PROCESS BY MAIL TO
BORROWER  AT ITS ADDRESS  SET FORTH  OPPOSITE  ITS  SIGNATURE  BELOW,  BUT THE
FAILURE  OF  BORROWER  TO  RECEIVE  SUCH COPY  SHALL NOT AFFECT IN ANY WAY THE
SERVICE  OF  SUCH  PROCESS.  BORROWER  FURTHER  IRREVOCABLY  CONSENTS  TO  THE
SERVICE OF PROCESS OF ANY OF THE  AFOREMENTIONED  COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES  THEREOF BY REGISTERED OR CERTIFIED  MAIL,
POSTAGE  PREPAID,  TO BORROWER  AT ITS SAID  ADDRESS,  SUCH  SERVICE TO BECOME
EFFECTIVE 30 DAYS AFTER SUCH MAILING.

            (d)   Nothing  herein  shall  affect the right of the  Agent,  the
Co-Agent,  the  Issuing  Bank any  Lender,  any holder of a Note or any Credit
Party to serve  process in any other  manner  permitted  by law or to commence
legal   proceedings  or  otherwise  proceed  against  Borrower  in  any  other
jurisdiction.

            Section X.8.   Independent   Nature  of   Lenders'   Rights.   The
amounts  payable at any time  hereunder to each Lender shall be a separate and
independent  debt,  and each  Lender  shall be entitled to protect and enforce
its rights  pursuant  to this  Agreement  and its  Notes,  and it shall not be
necessary  for any other  Lender to be  joined as an  additional  party in any
proceeding for such purpose.

            Section X.9.   Counterparts.  This  Agreement  may be  executed in
any number of  counterparts  and by the different  parties  hereto on separate
counterparts,  each of  which  when so  executed  and  delivered  shall  be an
original,  but all of  which  shall  together  constitute  one  and  the  same
instrument.


           Section X.10.  Effectiveness;   Termination   of   Commitments;   
Survival.

            (a)   This Agreement  shall become  effective on the date on which
      all of the parties  hereto shall have signed a copy hereof  (whether the
      same or  different  copies)  and shall  have  delivered  the same to the
      Agent or, in the case of the  Lenders or the  Issuing  Bank,  shall have
      given to the Agent written or telex notice (actually  received) that the
      same has been  signed and mailed to them;  provided  that,  the  Lenders
      have  no  obligation  to  make  a  Loan  and  the  Issuing  Bank  has no
      obligation  is issue  Letters  of Credit  hereunder  until  the  Closing
      Date.  In the  event  that the  Closing  Date does not occur by July 2, 
      1998 , the Commitments and this Agreement  shall  terminate,  subject to
      the survival of the Sections referenced below.

            (b)   The  obligations of Borrower under Sections  3.07(b),  3.10,
      3.12,  3.13,  3.16 and 10.04 hereof shall survive the payment in full of
      the Notes after the Maturity  Date. All  representations  and warranties
      made herein, in the certificates,  reports, notices, and other documents
      delivered  pursuant to this  Agreement  shall  survive the execution and
      delivery of this Agreement,  the other Credit Documents,  and such other
      agreements and  documents,  the making of the Loans  hereunder,  and the
      execution and delivery of the Notes.

            Section X.11.   Severability.   In  case  any   provision   in  or
obligation  under  this  Agreement  or the  other  Credit  Documents  shall be
invalid,  illegal or unenforceable,  in whole or in part, in any jurisdiction,
the  validity,  legality and  enforceability  of the  remaining  provisions or
obligations,  or of such  provision or obligation  in any other  jurisdiction,
shall not in any way be affected or impaired thereby.

            Section X.12.   Independence    of   Covenants.    All   covenants
hereunder shall be given independent  effect so that if a particular action or
condition is not  permitted by any of such  covenants,  the fact that it would
be permitted by an exception  to, or be otherwise  within the  limitation  of,
another  covenant,  shall not avoid the occurrence of a Default or an Event of
Default if such action is taken or condition exists.


           Section X.13.  Change in  Accounting  Principles,  Fiscal Year or 
Tax Laws. If (i) any  preparation of the financial  statements  referred to in
Section 6.07 hereafter  occasioned by the promulgation of rules,  regulations,
pronouncements  and  opinions  by or  required  by  the  Financial  Accounting
Standards  Board or the American  Institute of Certified  Public  Accounts (or
successors  thereto or agencies with similar  functions)  result in a material
change in the method of  calculation  of  financial  covenants,  standards  or
terms found in this Agreement,  (ii) there is any change in Borrower's  fiscal
quarter or Fiscal  Year,  or (iii)  there is a material  change in federal tax
laws which materially  affects any of the Consolidated  Companies'  ability to
comply  with  the  financial  covenants,  standards  or  terms  found  in this
Agreement,  Borrower and the Required Lenders agree to enter into negotiations
in order to amend such  provisions  so as to  equitably  reflect  such changes
with  the  desired  result  that  the  criteria  for  evaluating  any  of  the
Consolidated  Companies'  financial  condition  shall be the same  after  such
changes  as if  such  changes  had  not  been  made.  Unless  and  until  such
provisions  have been so  amended,  the  provisions  of this  Agreement  shall
govern.

            Section X.14.  Headings   Descriptive;   Entire   Agreement.   The
headings  of the  several  sections  and  subsections  of this  Agreement  are
inserted for  convenience  only and shall not in any way affect the meaning or
construction  of any provision of this Agreement.  This  Agreement,  the other
Credit  Documents,  and the agreements and documents  required to be delivered
pursuant to the terms of this Agreement  constitute the entire agreement among
the  parties  hereto and thereto  regarding  the  subject  matters  hereof and
thereof   and   supersede   all   prior   agreements,    representations   and
understandings related to such subject matters.

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


Address for Notices:                      MORRISON HEALTH CARE, INC.

1955 Lake Park Drive
Atlanta, Georgia 30080-8855               By:/s/ K. W. Engwall 
Attn: K. Wyatt Engwall                    Name:  K. Wyatt Engwall
Senior Vice President, Finance and        Title: Senior Vice President, Finance
Assistant Secretary                              and Assistant Secretary

Telecopy: (770) 437-3349


                                                [CORPORATE SEAL]














           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]



Address for Notices:                      SUNTRUST BANK, ATLANTA,
                                          As Agent
25 Park Place, N.E.
23rd Floor
Atlanta, Georgia  30303                   By:/s/ Daniel S. Komitor 
Attention: Dan Komitor                    Name:  Daniel S. Komitor
                                          Title: Vice President

Telecopy No.:     (404) 588-8833
                                          By:/s/ R.Michael Dunlap
                                          Name:  R. Michael Dunlap
                                          Title: Vice President

Payment Office:

25 Park Place, N.E.
23rd Floor
Atlanta, Georgia  30303
















           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]
  



Address for Notices:                      WACHOVIA BANK, N.A., as Co-Agent
191 Peachtree Street, N.E.
29th Floor
Atlanta, Georgia 30303
                                          By:/s/ John C. Canty
                                          Name:  John C. Canty
                                          Title: Banking Officer


Attention: Mr. John Canty

Telecopy:   (404) 332-5016


















           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]


Address for Notices:                      SUNTRUST BANK, ATLANTA

25 Park Place, N.E.
23rd Floor
Atlanta, Georgia  30303                   By:/s/ Daniel S. Komitor
Attention: Dan Komitor                    Name:  Daniel S. Komitor
                                          Title: Vice President

Telecopy No.: (404)588-8833
                                          By:/s/R. Michael Dunlap
                                          Name: R. Michael Dunlap
                                          Title:Vice President

















           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]





Address for Notices:                      NATIONSBANK, N.A.
600 Peachtree Street, N.E.
19th Floor
Atlanta, Georgia    30308                 By:/s/Melinda M. Bergbom  
                                          Name: Melinda M. Bergbom
                                          Title:Senior Vice President
Attention: Melinda Bergbom
Telecopy: (404) 407-6343


















           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]




Address for Notices:
                                          WACHOVIA BANK, N.A.
191 Peachtree Street, N.E.
29th Floor
Atlanta, Georgia 30303
                                          By:/s/ John C.Canty 
                                          Name:  John C. Canty
                                          Title: Banking Officer


Attention: Mr. John Canty

Telecopy:   (404) 332-5016


















           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]

Address for Notices:
                                          FIRST UNION NATIONAL BANK
First Union National Bank
999 Peachtree Street
12th Floor
Atlanta, Georgia 30309
                                           By:/s/ Kimberly Daniel
                                           Name:  Kimberly Daniel
                                           Title: Corporate Banking Officer
                                           Assistant Secretary



Attention: Ms. Kimberly Daniel

Telecopy:


















           [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]

                                MHCI SCHEDULES


                                 Schedule 5.01

                  Organization and Ownership of Subsidiaries


1.    The following corporations are wholly-owned subsidiaries of Borrower:

                                                           State of
      Corporation                                         Incorporation
      ----------------------------------------------------------------------

      Custom Management Corporation                       Pennsylvania
      John C. Metz & Associates, Inc.                     Pennsylvania
      Culinary Solutions, Inc.                            Georgia
      Drake Management Services, Inc.                     Arizona


2.    The following are wholly-owned subsidiaries of Custom Management
      Corporation:

                                                           Place of
      Corporation                                         Incorporation
      ----------------------------------------------------------------------
      Custom Management Corporation of                    Pennsylvania
            Pennsylvania
      Morrison Custom Management Corporation              Pennsylvania
            of Pennsylvania

3.    Borrower owns a 49% interest in Marcorp Diversified, Inc., a joint
      venture between the Borrower and Harry Miller, who beneficially owns
      the remaining 51% interest.

                                Schedule 5.05

                   Certain Pending and Threatened Litigation


A.    Borrower has assumed the liability for the following claims from
Morrison Restaurants Inc. and has indemnified Morrison Restaurants Inc. with
respect to the following claims pursuant to the Sharing Agreements:

      1.    The EEOC charge brought by Karol Suskey alleges sex harassment by
            the CEO of Jackson Memorial Hospital and alleges that Morrison
            failed to take appropriate steps to prevent the harassment.

      2.    A claim of race discrimination has been brought by five employees
            of Fort Sanders Regional Medical Center in Knoxville, Tennessee.


B.    Please see the attached schedule of pending or threatened litigation,
claims and assessments against the Borrower.

  PENDING OR THREATENED LITIGATION, CLAIMS AND ASSESSMENTS AGAINST MORRISON 
                              HEALTH CARE, INC.

A.    Suskey, Karol v. Morrison Restaurants Inc. et al.  A lawsuit was filed
   by an employee, Karol Suskey, against both the Company and our client,
   Jackson Memorial Hospital and its CEO, alleging sexual harassment against
   our client and alleging further that Morrison failed to take appropriate
   steps to prevent the harassment and retaliated against plaintiff.  The
   Company has investigated the matter and believes the claims are not
   valid.  Plaintiff has filed an amended complaint.  Defendants filed
   motions to dismiss which were denied.  Discovery will be suspended pending
   appeal of co-defendants to the denial of motions to dismiss.  The Company
   intends to vigorously defend itself against these claims.

B.    Burems, Cozart, Dupree, Robinson & Stepherson v. Morrison Restaurants 
   Inc.  A claim of race discrimination and retaliation was made to the State 
   of Tennessee Human Rights Commission by five employees of Fort Sanders 
   Regional Medical Center in Knoxville, Tennessee.  The Commission dismissed 
   the claims and issued Right to Sue letters.  Suit has been filed and an 
   answer by the Company has been made.  Discovery is in progress.  
   Plaintiffs were deposed on July 2, 1997.  Plaintiffs have offered to 
   settle for $20,000.  Discovery is continuing.  The Company intends to 
   vigorously defend this claim.  

C.    Bines, Melvin v. Realty South Investors, Inc. and Morrison Health 
   Care.  This suit was filed in U.S. District Court, Southern District of 
   Florida and Morrison first received notice of its existence on April 23, 
   1997 (the suit was originally filed in December, 1996 with misnamed 
   defendants that were never properly served).  An answer has been filed.  
   Discovery is continuing.  The plaintiff was formerly employed by 
   Fountainview Retirement Center, West Palm Beach, Florida, a former account 
   of Morrison, and alleges race discrimination by Fountainview and Morrison 
   under federal and Florida law.  The Company has retained outside counsel.  
   The Company does not believe the claim has any merit and intends to 
   vigorously defend itself against it.  

D.    Marcillac v. Morrison Restaurants, Inc.  - A management employee filed 
   a disability discrimination charge with the California Fair Employment and 
   Housing Commission, San Francisco, California related to a worker's 
   compensation injury.  The Company believes there is no merit to this 
   claim.  It filed a position statement with the Commission on May 28, 
   1996.  The California Commission closed its investigation and case on 
   March 3, 1997.  Marcillac filed an EEOC charge on March 21, 1997, but then 
   filed a lawsuit on June 27, 1997 (served July 9, 1997) alleging 
   disability, discrimination and contract breach.  On May 6, 1998, the Court 
   granted the Company's Motion for Summary Judgment.  Absent appeal, this 
   matter will be concluded.   

E.    Morrison Health Care, Inc. v. Efthymios Hristopoulos.  Morrison filed 
   suit in Circuit Court, Pinellas County, Florida, for recovery of unpaid 
   rent and right to possession against Efthymios Hristopoulos ("EH"), a 
   tenant of Morrison's leased property located in St. Petersburg, Florida.  
   On May 6, 1997, EH submitted an Answer and counter-claimed against 
   Morrison, alleging breach of contract and intentional interference with a 
   business relationship.  At this time, the Company believes that its claims 
   against EH have merit, that EH's counter-claims are without merit, and 
   intends to vigorously protect and pursue its interests in this matter.  
   The parties shortly may enter into an agreement whereby EH will purchase 
   the property which will effectively resolve these matters.  

F.    Kramer, William L. v. Morrison Health Care, Inc.  A former employee was 
   terminated in August, 1997.  An EEOC Charge was filed and a Right to Sue 
   Letter requested on December 22, 1997.  On June 4, 1998, the Company 
   received a suit alleging wrongful discharge, breach of implied contract, 
   breach of implied covenant of good faith and fair dealing, age 
   discrimination and tortious termination in violation of public policy.  
   The suit is in its early stages, but the Company believes this claim is 
   without merit and intends to vigorously defend these claims.  

G.    State of Tennessee Tax Assessment.  Morrison received an audit report 
   from the State of Tennessee Department of Revenue issuing a estimated 
   sales tax assessment in the original amount of approximately $3.29 
   million, based primarily upon Morrison's use of client-provided capital 
   assets and supply expenses.  The sales tax application to client-provided 
   capital assets and expenses has not been applied to Morrison in the past.  
   Morrison believes at this time that the estimated assessment amount for 
   client-provided assets and expenses is arbitrary and for the most part 
   based upon estimates of the value of capital assets and expenses of an 
   unrelated hospital audit.  Further, the Company believes that the language 
   in most, if not all, of the contracts for the applicable accounts provides 
   that the clients are responsible for a material portion of any tax which 
   may ultimately be paid as a result of this assessment.  The State thus far 
   has reduced the assessment amount to $995,983.  In order to protect its 
   interest, the Company filed suit contesting the assessment in January, 
   1998.  Morrison intends to vigorously defend itself against this claim and 
   has engaged outside counsel.

H.    State of Florida Tax Assessment.  The Company received on August 18, 
   1997, an assessment from the State of Florida in the amount of $109, 000.  
   The Company intends to vigorously protect its interest in this matter.  
   Outside counsel has filed the appropriate protest.   

I.    Trannon, Comminita v. Morrison's Cafeterias, et al., Circuit Court, 
   Jefferson County, Alabama.  A workers' compensation benefit complaint was 
   forwarded to GAB for handling.  An amended complaint was filed alleging 
   wrongful termination.  The workers' compensation claim was subsequently 
   settled.  The Plaintiff was granted a partial summary judgment related to 
   a defense by the Company related to issues resolved in a hearing held by 
   the State of Alabama Department of Industrial Relations.  Plaintiff's 
   counsel has stated he is unwilling to reconvene mediation unless the 
   Company is willing to come to the table with at least $50,000.  The 
   Company believes the claim to be without merit and intends to vigorously 
   defend itself.  

J.    Crawley v. Morrison's Health Care, Inc.    A former management employee 
   filed a race and sex discrimination charge with the EEOC on April 25, 
   1996, arising out of removal from her assignment at Metropolitan Hospital, 
   Richmond, Virginia.  The Company has no reason to believe that the charge 
   has any merit, and intends to vigorously defend the claim.  A response was 
   sent to the EEOC on April 28, 1998.  

K.    Theodore, Pierre v. Morrison Health Care, Inc.  A former employee was 
   terminated in November, 1997.  A charge was filed for age and disability 
   discrimination with the Ohio Civil Rights Commission and the EEOC on 
   December 23, 1997 and a Notice of Right to Sue issued on March 31, 1998.  
   An Amended Complaint (original complaint never served) was filed May 12, 
   1998.  The Company believes this claim is without merit and intends to 
   vigorously defend itself.  

L.    Johnson, Robert v. Morrison Health Care, Inc.  The Company received 
   notice of this disability discrimination charge on June 18, 1997.  It was 
   filed with the EEOC and the South Carolina Human Affairs Commission on 
   June 10, 1997 by an employee in Columbia, South Carolina.  The Company 
   responded to this allegation and a Determination Letter of No Reasonable 
   Cause Found was issued in our favor on February 2, 1998.  

M.    Metts, Calvin v. Morrison Health Care.  This is an age discrimination 
   charge filed on May 23, 1997, with the Jacksonville, Florida office of the 
   Equal Employment Opportunity Commission (EEOC).  Metts' employment as an 
   Assistant Manager terminated in April, 1997, pursuant to a reduction in 
   personnel at Methodist Hospital, Jacksonville, Florida.  The Company has 
   no reason to believe that the charge has merit, and intends to vigorously 
   defend the charge.

N.    Patterson, Uhra v. Morrison Health Care, Inc.  This is a charge of 
   disability discrimination filed in April, 1997 with the EEOC and the City 
   of St. Louis Civil Rights Enforcement Agency (SLCREA) in St. Louis, 
   Missouri.  The Company received notice of investigation/processing by the 
   SLCREA on May 5, 1997.  Patterson is a former cashier whose employment 
   terminated in January, 1997.  At present, Company does not believe this 
   claim has merit and intends to vigorously defend against it.  The 
   Company's response to the claim was filed on December 24, 1997.  

O.    Odom, Christopher v. Covenant Medical Center, Morrison Restaurants Inc. 
   and Morrison-Crothall.  A Notice of Substantial Evidence & Initiation of 
   Conciliation was very recently received by the Company in December, 1996 
   from the Illinois Human Rights Commission.  This involves a claim by 
   another employer's former employee alleging race discrimination by 
   Covenant Medical Center, Morrison and the employer company.  Morrison 
   intends to vigorously defend this claim.

P.    Winston, Keith L. v. Morrison's Health Care, Inc.   This is a race 
   discrimination charge filed on May 6, 1997 with the Tennessee Human Rights 
   Commission.  The Company received notice of this charge on June 30, 1997 
   via letter dated June 27, 1997.  It was filed by a former assistant 
   manager of Morrison at Methodist Medical Center,  Oak Ridge, TN.  The 
   Company has begun its investigation of the claim, is not aware of any 
   reason to suggest that the claim has merit, and intends vigorously defend 
   against it.  

Q.    Robinson, Sherrie v. Morrison Health Care, Inc.  The Company received 
   in November, 1997 a copy of a charge previously filed in November, 1995, 
   alleging race, sex and color discrimination.  Since the allegations may 
   reference circumstances in the Burems, et al. suit referenced above, this 
   claim has been sent to outside counsel in the Burems suit for handling.  
   The Company intends to vigorously defend itself against these claims.  

R.    Petillo, Michael O. v. Morrison Health Care, Inc.  The Company received 
   notice of a complaint being referred to the EEOC on January 6, 1998 
   alleging sex and national origin discrimination.  The Company's 
   investigation was begun.  On April 24, 1998, the Company received a Notice 
   of Right to Sue.  The Complainant has ninety (90) days from receipt of the 
   Right to Sue to file suit.  The Company believes the claims to be without 
   merit and intends to vigorously defend itself against these claims. 
 
S.    Cole, Arthur v. Morrison Health Care, Inc.  The Company received on 
   March 6, 1998 a complaint with the Ohio Civil Rights Commissions alleging 
   race and age discrimination.  The Company's investigation is in the early 
   stages but the Company believes the claims are without merit and it 
   intends to vigorously defend itself against these claims.  

T.    Conner, Demetruis J. v. Morrison Health Care, Inc.  In April, 1998, the 
   Company received a charge of discrimination filed with the EEOC alleging 
   sex discrimination.  The Company has investigated the matter and believes 
   the allegations are without merit.  A response to the charge was sent by 
   the Company on May 22, 1998.  The Company intends to vigorously defend 
   itself against this claim.  

U.    Onyeberechi, Francisca v. Morrison Health Care, Inc.  This is a 
   national origin discrimination charge filed in May, 1997 with the EEOC in 
   Washington, D.C.  Onyeberechi was an assistant manager at Stoddard Baptist 
   Nursing Home in Washington, D.C. whose employment was terminated effective 
   December, 1997.  The Company submitted a response to the EEOC on December 
   8, 1997, and has not been notified of further action.  The Company does 
   not believe that the charge has merit and intends to continue to 
   vigorously defend against it.  

V.    McIntosh, Carrie Ann v. Morrison Health Care, Inc.  This is a race 
   discrimination complaint filed in December, 1996, with the New York State 
   Division of Human Rights (through the Suffolk County Human Rights 
   Commission).  McIntosh was an assistant manager at University Hospital 
   (SUNY), Stony Brook, New York, who was terminated in May, 1996.  The 
   Company has begun investigation of this claim, retained outside counsel to 
   assist in its response and defense, and has informed the Commission of 
   this.  At this early stage of the investigation, it is too early to 
   determine the merit or value of the claim, but the Company intends to 
   vigorously defend against it.  

W.    Ladson, Avemaria v. Morrison Health Care, Inc.  This is a sex and 
   disability discrimination complaint filed with the District of Columbia 
   Department of Human Rights and Minority Business Development in July, 1997 
   and received by the Company in September, 1997.  Ladson was an hourly 
   employee at Lisner Louise Nursing Home, Washington, D.C., and her claims 
   relate to an alleged on the job slip and fall type injury.  The Company 
   has begun investigating the claim, believes it is without merit and 
   intends to vigorously defend its interests.  A mediation meeting took 
   place on March 13, 1998, and the Company may attempt to settle for 
   nuisance value.  

X.    Hall, Barbara v. Morrison Health Care, Inc.  This is a claim of sex 
   discrimination and retaliation for a complaint of discrimination filed 
   with the New York State Division of Human Rights in March, 1998, by a 
   former employee at University Hospital (SUNY), Stony Brook, New York.  The 
   Company has begun investigating this claim and has enlisted the assistance 
   of outside counsel.  The Company cannot yet determine with certainty as to 
   any potential merit of value, but it intends to vigorously defend against 
   it.  

Y.    Shaw, Harold v. Morrison Heathcare Services.  This is a race and sex 
   discrimination claim filed in March, 1997 with the EEOC in Atlanta, 
   Georgia.  Shaw was an applicant from a placement agency that was not 
   selected for a clerk position in the corporate headquarters in Smyrna, 
   Georgia.  The Company has conducted its initial investigation and does not 
   believe the claim has merit.  The Company plans to submit a response to 
   the EEOC before the end of June, 1998, and intends to vigorously defend 
   itself.  

Z.    Pla, Rosa Maria v. Morrison Health Service. The Company received notice 
   of this age and national origin discrimination charge on June 1, 1998.  It 
   was filed with the City of Tampa Department of Community Affairs, Office 
   of Human Rights/ Community Services (and EEOC) in May, 1998 by an employee 
   in Tampa, Florida.  The Company has begun investigating, intends to 
   respond to this allegation and vigorously protect its interests, but at 
   this time cannot determine the merits or potential liability of the claims 
   since all relevant facts are not yet known.  














                               Section 5.09(a)

                           Environmental Compliance


                                     NONE




                                Section 5.09(b)

                             Environmental Notices


                                     NONE




                               Schedule 5.09(c)

                             Environmental Permits


                                     NONE




                                Schedule 5.11

                                  No Default


      None, other than alleged defaults which are the subject of pending or
threatened litigation disclosed in Schedule 5.05.




                                 Schedule 5.12

                            Burdensome Restrictions

                                     NONE




                                Schedule 5.13
                                 
                           Tax Filings and Payments


1.    Borrower periodically receives notices of assessment from the IRS and
other taxing authorities, the aggregate amount of which at any time is
immaterial.  These notices generally relate to misunderstandings regarding
Borrower's tax situation, payments which have crossed in the mail with
notices, and disputes which have been or are in the process of being resolved.

2.    The Borrower owes the state of Arkansas $350.42 for franchise taxes due
for years 1997 and 1998.

3.    See also Schedule 5.05 - Certain Pending and Threatened Litigation.


                                Section 5.14

                             Material Subsidiaries

                                     None



                                Section 5.16

                           Employee Benefit Matters



1.    Title IV Plans. The Consolidated Companies and its ERISA Affiliates
      maintain or contribute to the following Plans subject to Title IV of
      ERISA:

      a.    Morrison Restaurants Inc. Retirement Plan

      b.    Local 1115 District Council Pension Fund

2.    Funding.

      a.    The Morrison Inc. Retirement Plan (the "Retirement Plan"), if
            terminated as of June 6, 1998, would have had an amount of
            unfunded benefit liabilities equal to approximately
            $__471,000___, projected using a _5.93__% interest rate and the
            GATT-required mortality tables.

      b.    As of June 6, 1998, Morrison Health Care has accrued $1,051,246
            with respect to post-retirement medical expenses.





                                Section 5.17

                      Patents, Trademarks, Licenses, and
                      Other Intellectual Property Matters


The National Livestock and Meat Board, a/k/a The Meat Board, The American
Meat Institute and the Food Marketing Institute opposed Borrower's
application for federal registration of the mark NUTRI-FACTS, which Borrower
uses for certain computer software programs.  Morrison entered into a license
agreement with those parties under which Borrower may continue to use the
mark NUTRI-FACTS, and Morrison has filed an abandonment of the subject
trademark application.





                                 Section 5.18

                            Ownership of Properties


                                     NONE




                                 Section 5.19

                         Labor and Employment Matters


                                     NONE




                                Section 5.22

                             Dividend Restrictions


                                     NONE






                             Existing Indebtedness

As of May 31, 1998
                                                       (In thousands)

      Revolving Credit Loans under
      Original Credit Facility                        $        5,000/1

      Term Loans under Original
      Credit Facility                                         31,000/1
                                                      ----------------
                                                      $       36,000
                                                      ================



     The  Borrower  has entered  into the Sharing  Agreements  with MFCI and RTI
     providing for the assumptions of liabilities and cross-indemnities designed
     to   allocate,   generally,   among   these  three   companies,   financial
     responsibility  for  liabilities  arising  out  of  or in  connection  with
     business activities prior to Distribution.



/1To be refinanced by initial borrowing under this Agreement on the Closing
      Date.


                                 Schedule 7.02

                                Existing Liens


                                     NONE





                                   EXHIBIT A


                  AMENDED AND RESTATED REVOLVING CREDIT NOTE

July 2, 1998                                                $15,000,000.00
                                                      Atlanta, Georgia

            FOR VALUE RECEIVED,  the undersigned,  MORRISON HEALTH CARE, INC.,
a  Georgia  corporation  ("Borrower"),  promises  to pay to the order of FIRST
UNION  NATIONAL  BANK,  a  national  banking  association  ("Lender")  at  the
principal office of the Agent at 25 Park Place, Atlanta,  Georgia 30303, or at
such other place as the holder hereof may designate in  immediately  available
funds in lawful money of the United  States,  the principal sum of (i) FIFTEEN
MILLION  AND  NO/100  DOLLARS  ($15,000,000.00)  or (ii) so much as shall have
been  advanced  hereunder  as  Eurodollar  Advances  and  Base  Rate  Advances
pursuant to Article II of the Credit  Agreement and remaining  outstanding  as
shown on the records of the Agent and the Lender,  plus all accrued and unpaid
interest  thereon as set forth in that  certain  Amended and  Restated  Credit
Agreement  dated  as of  July  2,  1998  among  the  Borrower,  the  financial
institutions  from  time to time a party  thereto  (the  "Lenders"),  SunTrust
Bank,  Atlanta,  as the issuing  bank (the  "Issuing  Bank"),  SunTrust  Bank,
Atlanta,  as Agent for the Issuing  Bank and the Lenders  (the  "Agent"),  and
Wachovia  Bank,  N.A. as Co-Agent  for the Issuing  Bank and the Lenders  (the
"Co-Agent")  (as the same may  hereafter  be  amended,  modified,  extended or
supplemented from time to time, the  "Agreement").  Interest shall accrue from
the  date  hereof  up to and  through  the  date on which  all  principal  and
interest  hereunder is paid in full,  shall be computed on the basis of actual
days elapsed in a 360-day year,  and shall be  calculated  on the  outstanding
principal  balance  hereunder at the interest rates  specified in Section 3.03
of the Agreement.

            Principal  and  interest  hereunder  shall  be paid  on the  dates
specified  in the  Agreement  and  shall  be due  and  payable  in full on the
Maturity  Date (as defined in the  Agreement).  Any  installment  of principal
and,  to the extent  permitted  by law,  interest  due under this  Amended and
Restated  Revolving  Credit Note (the "Note") that is not paid on the due date
therefor  whether on the Maturity Date, or resulting from the  acceleration of
maturity  upon the  occurrence  of an  Event of  Default  (as  defined  in the
Agreement),  shall bear  interest  from the date due until  payment in full at
the default rate specified in Section 3.03(c) of the Agreement.

            This Note is one of the Notes defined in, and  evidences  Advances
incurred  pursuant to, the Agreement,  to which Agreement  reference is hereby
made  for a full  and  complete  description  of such  terms  and  conditions,
including,  without  limitation,   provisions  for  the  acceleration  of  the
maturity  hereof upon the  existence or  occurrence  of certain  conditions or
events,  and the terms of any permitted  prepayments  hereof.  All capitalized
terms  used in this  Note  shall  have the same  meanings  as set forth in the
Agreement.


           Upon the  existence  or  occurrence  of any Event of Default,  the
principal and all accrued interest hereof shall  automatically  become, or may
be  declared,  due and  payable in the manner and with the effect  provided in
the Agreement.

            Lender  shall at all times  have a right of  set-off  against  any
deposit  balances  of  Borrower in the  possession  of Lender,  and Lender may
apply the same  against  payment  of this Note or any  other  indebtedness  of
Borrower  to Lender  arising  under the Credit  Documents.  The payment of any
indebtedness  evidenced  by this Note shall not affect the  enforceability  of
this  Note  as to  any  future,  different  or  other  indebtedness  evidenced
hereby.  In the event the indebtedness  evidenced by this Note is collected by
legal  action  or  through  an  attorney-at-law,  or in  bankruptcy  or  other
judicial  proceedings,  Lender shall be entitled to recover from  Borrower all
costs of collection,  including,  without  limitation,  reasonable  attorneys'
fees actually incurred.

            Failure or forbearance of Lender to exercise any right  hereunder,
or otherwise  granted by the Agreement or by law,  shall not affect or release
the  liability  of Borrower  hereunder,  and shall not  constitute a waiver of
such right  unless so stated by Lender in  writing.  This Note shall be deemed
to be made under,  and shall be construed in accordance  with and governed by,
the laws of the State of Georgia  (without  giving  effect to the  conflict of
laws provisions thereof).

            DEMAND,  PRESENTMENT  FOR PAYMENT,  NOTICE OF DISHONOR AND PROTEST
ARE HEREBY WAIVED.

            Time is of the essence hereunder.

            EXECUTED  AND  DELIVERED  under  seal  of  Borrower  by  its  duly
authorized  officers  as of the day and year first  above  written in Atlanta,
Georgia.


                                    MORRISON HEALTH CARE, INC.


[CORPORATE SEAL]                    By:    /s/   K. W. Engwall   
                                    Name:  K. Wyatt Engwall
                                    Title: Senior Vice President


                                    Attest: /s/  John E. Fountain  
                                           Name: John E. Fountain
                                           Title: Secretary  


                                   EXHIBIT B

                 FORM OF AMENDED AND RESTATED SWING LINE NOTE

July 2, 1998                                                $10,000,000.00
                                                      Atlanta, Georgia

            FOR VALUE RECEIVED,  the undersigned,  MORRISON HEALTH CARE, INC.,
a Georgia corporation  ("Borrower"),  promises to pay to the order of SUNTRUST
BANK,  ATLANTA,  a Georgia  banking  corporation  ("Swing Line Lender") at its
principal  office at 25 Park Place,  Atlanta,  Georgia 30303, or at such other
place as the holder hereof may  designate in  immediately  available  funds in
lawful money of the United  States,  the  principal sum of (i) TEN MILLION AND
NO/100  DOLLARS  ($10,000,000.00)  or (ii) so much as shall have been advanced
hereunder  as  Swing  Rate  Advance  pursuant  to  Article  II of  the  Credit
Agreement and remaining  outstanding as shown on the records of the Swing Line
Lender,  plus all  accrued  and unpaid  interest  thereon as set forth in that
certain Amended and Restated  Credit  Agreement dated as of July 2, 1998 among
the Borrower,  SunTrust Bank, Atlanta, a banking  corporation  organized under
the laws of the State of Georgia,  the other  banks and  lending  institutions
from time to time a party thereto (the "Lenders"),  SunTrust Bank, Atlanta, as
the issuing bank (the "Issuing Bank"),  and SunTrust Bank,  Atlanta,  as Agent
(the "Agent") for the Issuing Bank and the Lenders,  and Wachovia  Bank,  N.A.
as Co-Agent  (the  "Co-Agent")  for the  Issuing  Bank and the Lenders (as the
same may hereafter be amended,  modified,  extended or supplemented  from time
to time,  the  "Agreement").  Interest shall accrue from the date hereof up to
and through the date on which all principal and interest  hereunder is paid in
full,  shall be  computed  on the basis of actual  days  elapsed  in a 360-day
year, and shall be calculated on the outstanding  principal  balance hereunder
at the interest rates specified in Section 3.03 of the Agreement.

            Principal  and  interest  hereunder  shall  be paid  on the  dates
specified  in the  Agreement  and  shall  be due  and  payable  in full on the
Maturity  Date (as defined in the  Agreement).  Any  installment  of principal
and,  to the extent  permitted  by law,  interest  due under this  Amended and
Restated  Swing  Line  Note  (the  "Note")  that is not  paid on the due  date
therefor  whether on the maturity date, or resulting from the  acceleration of
maturity  upon the  occurrence  of an  Event of  Default  (as  defined  in the
Agreement),  shall bear  interest  from the date due until  payment in full at
the default rate specified in Section 3.03(c) of the Agreement.


            This Note  evidences  the Swing Line Loans  made  pursuant  to the
terms and conditions of the Agreement,  to which Agreement reference is hereby
made  for a full  and  complete  description  of such  terms  and  conditions,
including,  without  limitation,   provisions  for  the  acceleration  of  the
maturity  hereof upon the  existence or  occurrence  of certain  conditions or
events, and the terms of any permitted  prepayments hereof. This Note is being
delivered by the Borrower and accepted by the Borrower as a  substitution  for
that  certain  Swing Line Note,  dated as of March 6, 1996 by the  Borrower in
favor of the Swing Line Lender,  but not as payment of such indebtedness or as
a novation  with  respect  thereto.  All  capitalized  terms used in this Note
shall have the same meanings as set forth in the Agreement.

            Upon the  existence  or  occurrence  of any Event of Default,  the
principal and all accrued interest hereof shall  automatically  become, or may
be  declared,  due and  payable in the manner and with the effect  provided in
the Agreement.

            Swing  Line  Lender  shall at all  times  have a right of  set-off
against any deposit  balances  of  Borrower  in the  possession  of Swing Line
Lender,  and Swing Line Lender may apply the same against payment of this Note
or any other  indebtedness  of Borrower to Swing Line Lender arising under the
Credit  Documents.  The  payment of any  indebtedness  evidenced  by this Note
shall not affect the  enforceability of this Note as to any future,  different
or  other  indebtedness  evidenced  hereby.  In  the  event  the  indebtedness
evidenced   by  this  Note  is   collected  by  legal  action  or  through  an
attorney-at-law,  or in bankruptcy or other judicial  proceedings,  Swing Line
Lender  shall be entitled to recover from  Borrower  all costs of  collection,
including, without limitation, reasonable attorneys' fees actually incurred.

            Failure or  forbearance of Swing Line Lender to exercise any right
hereunder,  or otherwise  granted by the Agreement or by law, shall not affect
or release the  liability of Borrower  hereunder,  and shall not  constitute a
waiver of such right  unless so stated by Lender in  writing.  This Note shall
be deemed to be made under,  and shall be  construed  in  accordance  with and
governed by, the laws of the State of Georgia.

            DEMAND,  PRESENTMENT  FOR PAYMENT,  NOTICE OF DISHONOR AND PROTEST
ARE HEREBY WAIVED.

            Time is of the essence hereunder.

            EXECUTED  AND  DELIVERED  under  seal  of  Borrower  by  its  duly
authorized  officers  as of the day and year first  above  written in Atlanta,
Georgia.

                                       MORRISON HEALTH CARE, INC.


[CORPORATE SEAL]                       By:    /s/ K. W. Engwall   
                                       Name:  K. Wyatt Engwall
                                       Title: Senior Vice President


                                       Attest:/s/ John E. Fountain  
                                           Name:  John E. Fountain
                                           Title: Secretary  



                                   EXHIBIT C

                         SUBSIDIARY GUARANTY AGREEMENT


            This SUBSIDIARY GUARANTY AGREEMENT (this "Guaranty"),  dated as of
July 2, 1998 is made by CULINARY SOLUTIONS,  INC., a corporation organized and
existing  under  the  laws of  Georgia  (hereinafter,  collectively  with  all
Additional Guarantors hereafter becoming a party hereto, the "Guarantor"),  in
favor of SUNTRUST BANK, ATLANTA, a Georgia banking corporation,  as Agent (the
"Agent"),  and  WACHOVIA  BANK,  N.A.,  a  national  banking  association,  as
Co-Agent (the "Co-Agent) for the banks and other lending  institutions parties
to the Credit  Agreement (as  hereinafter  defined) and each assignee  thereof
becoming a "Lender" as provided  therein (the  "Lenders"),  and SUNTRUST BANK,
ATLANTA,  in its capacity as Issuing Bank (the  "Issuing  Bank") (the Lenders,
the Issuing Bank,  the Agent and the Co-Agent being  collectively  referred to
herein as the "Guaranteed Parties");


                             W I T N E S S E T H:


            WHEREAS,  MORRISON HEALTH CARE, INC., a corporation  organized and
existing  under  the  laws of the  State  of  Georgia  (the  "Borrower"),  the
Lenders,  the Issuing Bank,  the Agent and the Co-Agent have entered into that
certain  Amended and Restated  Credit  Agreement  dated as of July 2, 1998 (as
the same  may  hereafter  be  amended,  restated,  supplemented  or  otherwise
modified  from  time  to  time,  and  including  all  schedules,  riders,  and
supplements  thereto,  the "Credit  Agreement";  terms defined therein and not
otherwise defined herein being used herein as therein defined);

            WHEREAS,  the  Borrower  owns,  directly or  indirectly,  all or a
majority of the outstanding capital stock of the Guarantor;

            WHEREAS,  the  Borrower  and the  Guarantor  share an  identity of
interest  as  members  of  a  consolidated   group  of  companies  engaged  in
substantially   similar   businesses  with  the  Borrower   providing  certain
centralized financial, accounting and management services to the Guarantor;

            WHEREAS,  consummation of the transactions  pursuant to the Credit
Agreement  will  facilitate   expansion  and  enhance  the  overall  financial
strength and stability of the Borrower's  entire  corporate  group,  including
the Guarantor; and

            WHEREAS,  it is a condition  precedent to the Lenders' and Issuing
Bank's  obligations to enter into the Credit  Agreement and to make extensions
of credit  thereunder  that the Guarantor  execute and deliver this  Guaranty,
and the  Guarantor  desires to execute  and deliver  this  Guaranty to satisfy
such condition precedent;

           NOW,  THEREFORE,  in consideration of the premises and in order to
induce  the  Issuing  Bank and the  Lenders to enter  into and  perform  their
obligations  under  the  Credit  Agreement,  the  Guarantor  hereby  agrees as
follows:

      SECTION 1.  Guaranty.    The   Guarantor    hereby,    irrevocably   and
unconditionally,  guarantees the punctual  payment when due, whether at stated
maturity,  by  acceleration  or  otherwise,  of all  Loans,  Letter  of Credit
Obligations  and all other  Obligations  owing by the Borrower to the Lenders,
the Issuing Bank, the Agent or the Co-Agent,  or any of them, under the Credit
Agreement,  the Notes,  any Letter of Credit and the other  Credit  Documents,
including all renewals,  extensions,  modifications and refinancings  thereof,
now or hereafter owing,  whether for principal,  interest,  fees,  expenses or
otherwise,  and any  and  all  reasonable  out-of-pocket  expenses  (including
reasonable  attorneys'  fees actually  incurred and expenses)  incurred by the
Agent  in  enforcing  any  rights  under  this  Guaranty  (collectively,   the
"Guaranteed  Obligations"),  including without limitation, all interest which,
but for the filing of a petition in  bankruptcy  with respect to the Borrower,
would accrue on any principal portion of the Guaranteed  Obligations.  Any and
all payments by the  Guarantor  hereunder  shall be made free and clear of and
without  deduction for any set-off,  counterclaim,  or withholding so that, in
each case,  each  Guaranteed  Party will  receive,  after giving effect to any
Taxes (as such term is defined in the Credit  Agreement,  but excluding  Taxes
imposed on overall  net income of the  Guaranteed  Party to the same extent as
excluded  pursuant  to the Credit  Agreement),  the full  amount that it would
otherwise be entitled to receive with  respect to the  Guaranteed  Obligations
(but  without  duplication  of  amounts  for  Taxes  already  included  in the
Guaranteed  Obligations).  The Guarantor  acknowledges and agrees that this is
a  guarantee  of  payment  when  due,  and not of  collection,  and that  this
Guaranty may be enforced up to the full amount of the  Guaranteed  Obligations
without  proceeding  against  the  Borrower,  against  any  security  for  the
Guaranteed  Obligations  or under any other  guaranty  covering any portion of
the Guaranteed Obligations.

      SECTION 2.  Guaranty  Absolute.   The  Guarantor   guarantees  that  the
Guaranteed  Obligations  will be paid strictly in accordance with the terms of
the  Credit  Documents,  regardless  of any law,  regulation  or order  now or
hereafter  in effect in any  jurisdiction  affecting  any of such terms or the
rights of any  Guaranteed  Party with respect  thereto.  The  liability of the
Guarantor  under  this  Guaranty  shall  be  absolute  and   unconditional  in
accordance  with its terms and shall  remain in full force and effect  without
regard to, and shall not be released,  suspended,  discharged,  terminated  or
otherwise affected by, any circumstance or occurrence  whatsoever,  including,
without  limitation,  the  following  (whether or not the  Guarantor  consents
thereto or has notice thereof):

            (a)   any change in the time,  place or manner of  payment  of, or
      in any other  term of,  all or any of the  Guaranteed  Obligations,  any
      waiver, indulgence,  renewal, extension, amendment or modification of or
      addition,  consent or supplement to or deletion from or any other action
      or  inaction  under or in  respect of the  Credit  Agreement,  the other
      Credit  Documents,  or any other  documents,  instruments  or agreements
      relating  to the  Guaranteed  Obligations  or any  other  instrument  or
      agreement  referred  to therein or any  assignment  or  transfer  of any
      thereof;

            (b)   any  lack  of  validity  or  enforceability  of  the  Credit
      Agreement,   the  other  Credit   Documents,   or  any  other  document,
      instrument  or  agreement  referred  to  therein  or any  assignment  or
      transfer of any thereof;

            (c)   any furnishing to the  Guaranteed  Parties of any additional
      security for the Guaranteed Obligations,  or any sale, exchange, release
      or surrender  of, or  realization  on, any  security for the  Guaranteed
      Obligations;

            (d)   any  settlement  or  compromise  of any  of  the  Guaranteed
      Obligations,  any security therefor, or any liability of any other party
      with respect to the Guaranteed Obligations,  or any subordination of the
      payment  of the  Guaranteed  Obligations  to the  payment  of any  other
      liability of the Borrower;

            (e)   any  bankruptcy,  insolvency,  reorganization,  composition,
      adjustment,  dissolution,  liquidation or other like proceeding relating
      to the  Guarantor or the  Borrower,  or any action taken with respect to
      this Guaranty by any trustee or receiver,  or by any court,  in any such
      proceeding;

            (f)   any  nonperfection  of any security  interest or lien on any
      collateral,  or any amendment or waiver of or consent to departure  from
      any guaranty or security, for all or any of the Guaranteed Obligations;

            (g)   any  application  of sums paid by the  Borrower or any other
      Person  with  respect  to  the   liabilities  of  the  Borrower  to  the
      Guaranteed  Parties,  regardless  of what  liabilities  of the  Borrower
      remain unpaid;

            (h)   any act or failure to act by any Guaranteed  Party which may
      adversely  affect the Guarantor's  subrogation  rights,  if any, against
      the Borrower to recover payments made under this Guaranty; and

            (i)   any other  circumstance  which might otherwise  constitute a
      defense available to, or a discharge of, the Guarantor.


If claim is ever made upon any  Guaranteed  Party for repayment or recovery of
any  amount  or  amounts  received  in  payment  or on  account  of any of the
Guaranteed  Obligations,  and any Guaranteed  Party repays all or part of said
amount  by  reason  of (a) any  judgment,  decree  or  order  of any  court or
administrative  body having  jurisdiction  over the Guaranteed Party or any of
its property,  or (b) any  settlement or compromise of any such claim effected
by the  Guaranteed  Party with any such claimant  (including the Borrower or a
trustee in bankruptcy for the Borrower),  then and in such event the Guarantor
agrees that any such judgment,  decree, order,  settlement or compromise shall
be binding on it,  notwithstanding  any revocation  hereof or the cancellation
of the Credit Agreement,  the other Credit Documents,  or any other instrument
evidencing  any  liability of the  Borrower,  and the  Guarantor  shall be and
remain liable to the  Guaranteed  Party for the amounts so repaid or recovered
to the same  extent as if such  amount had never  originally  been paid to the
Guaranteed Party.

      SECTION 3.  Waiver.  The  Guarantor  hereby  waives notice of acceptance
of this Guaranty,  notice of any liability to which it may apply,  and further
waives  presentment,  demand  of  payment,  protest,  notice  of  dishonor  or
nonpayment  of any such  liabilities,  suit or taking  of other  action by the
Guaranteed  Parties  against,  and any other  notice to, the  Borrower  or any
other party liable with respect to the Guaranteed  Obligations  (including the
Guarantor or any other Person  executing a guaranty of the  obligations of the
Borrower).

      SECTION 4.  Waiver   of   Subrogation;   Rights  of   Contribution.   No
Guarantor  will exercise any rights  against the Borrower which it may acquire
by way of  subrogation  or  contribution,  by any payment  made  hereunder  or
otherwise  and each  Guarantor  hereby  expressly  waives any claim,  right or
remedy  which such  Guarantor  may now have or hereafter  acquire  against the
Borrower that arises  hereunder  and/or from the  performance by the Guarantor
hereunder,  including,  without limitation,  any claim, right or remedy of any
Guaranteed  Party  against the Borrower or any security  which any  Guaranteed
Party now has or  hereafter  acquires,  whether  or not such  claim,  right or
remedy arises in equity,  under  contract,  by statute,  under color of law or
otherwise unless and until the Guaranteed  Obligations have been  indefeasibly
paid in full.


            The  following  provisions of this Section 4 shall be effective at
all times when there are multiple  guarantors party hereto.  In the event that
any  Guarantor  (the "Funding  Guarantor")  shall make any payment or payments
under this  Guaranty or shall  suffer any loss as a result of any  realization
upon any collateral  granted by it to secure its obligations  hereunder,  each
other  Guarantor   (each,  a  "Contributing   Guarantor")   hereby  agrees  to
contribute  to the  Funding  Guarantor  an amount  equal to such  Contributing
Guarantor's  pro rata  share of such  payment  or  payments  made,  or  losses
suffered,  by such Funding  Guarantor  determined by reference to the ratio of
(a) the dollar amount of the percentage of each such Contributing  Guarantor's
Net Assets (without giving effect to any right to receive any  contribution or
subrogation or obligation to make any contribution hereunder),  to (b) the sum
of the  Net  Assets  of  all  Guarantors  (including  the  Funding  Guarantor)
hereunder  (without  giving  effect to any right to  receive  contribution  or
subrogation  hereunder or any obligation to make any contribution  hereunder);
provided,  that the Contributing  Guarantor shall not be obligated to make any
such  payment to the Funding  Guarantor if the  Contributing  Guarantor is not
solvent  at the time of such  contribution  or if the  Contributing  Guarantor
would be rendered  not solvent as a result  thereof.  Nothing in this  Section
shall affect each Guarantor's  several  liability for the entire amount of the
Guaranteed  Obligations,   subject  only  to  the  limitations  set  forth  in
Section 14.  For the  purposes of this  Section 4, (x) the "Net Assets" of any
Guarantor  shall mean the highest  amount,  as of any  Determination  Date, by
which (A) the  aggregate  present  fair  saleable  value of the assets of such
Guarantor  exceeds  (B) the  amount of all the debts and  liabilities  of such
Guarantor  (including  contingent,  subordinated,  unmatured and  unliquidated
liabilities,  but excluding the obligations of such Guarantor hereunder),  and
(y)  "Determination  Date"  shall mean each of (1) the Closing  Date,  (2) the
date of  commencement of a case under the Bankruptcy Code in which a Guarantor
is a debtor,  and (3) the date  enforcement  hereunder  is sought with respect
to such  Guarantor.  Each  Funding  Guarantor  covenants  and agrees  that its
right to receive any contribution  from any Contributing  Guarantor  hereunder
shall be  subordinated  and  junior in right of  payment in full of all of the
Guaranteed Obligations.

      SECTION 5.  Severability.  Any  provision  of  this  Guaranty  which  is
prohibited  or   unenforceable   in  any   jurisdiction   shall,  as  to  such
jurisdiction,   be   ineffective   to  the  extent  of  such   prohibition  or
unenforceability  without  invalidating the remaining  provisions  hereof, and
any  such  prohibition  or  unenforceability  in any  jurisdiction  shall  not
invalidate or render unenforceable such provision in any other jurisdiction.

      SECTION 6.   Amendments,  Etc. No amendment  or waiver of any  provision
of this  Guaranty  nor consent to any  departure  by the  Guarantor  therefrom
shall in any event be effective  unless the same shall be in writing  executed
by the Agent.

      SECTION 7.  Notices. All notices and other  communications  provided for
hereunder shall be given in the manner  specified in the Credit  Agreement (i)
in the  case of the  Agent,  at the  address  specified  for the  Agent in the
Credit  Agreement,  and (ii) in the case of the  Guarantor,  at the  addresses
specified  for the  Guarantor in this  Guaranty or the  applicable  supplement
hereto.

      SECTION 8.  No  Waiver;  Remedies.  No  failure on the part of the Agent
or other  Guaranteed  Parties to  exercise,  and no delay in  exercising,  any
right  hereunder  shall operate as a waiver  thereof;  nor shall any single or
partial  exercise  of any  right  hereunder  preclude  any  other  or  further
exercise  thereof or the exercise of any other  right.  No notice to or demand
on the  Guarantor in any case shall entitle the Guarantor to any other further
notice or demand in any similar or other  circumstances or constitute a waiver
of the  rights  of the  Agent  or other  Guaranteed  Parties  to any  other or
further action in any  circumstances  without  notice or demand.  The remedies
herein  provided are cumulative and not exclusive of any remedies  provided by
law.

     SECTION 9.  Right Of Set Off. In addition  to and not in  limitation  of
all  rights of  offset  that the Agent or other  Guaranteed  Parties  may have
under  applicable law, the Agent or other Guaranteed  Parties shall,  upon the
occurrence  of any  Event of  Default  and  whether  or not the Agent or other
Guaranteed  Parties  have made any demand or the  Guaranteed  Obligations  are
matured,  have the  right to  appropriate  and  apply  to the  payment  of the
Guaranteed  Obligations,  all deposits of the  Guarantor  (general or special,
time or demand,  provisional  or final) then or  thereafter  held by and other
indebtedness  or  property  then or  thereafter  owing  by the  Agent or other
Guaranteed  Parties to the Guarantor,  whether or not related to this Guaranty
or any  transaction  hereunder.  The Guaranteed  Parties shall promptly notify
the Guarantor of any offset hereunder.

      SECTION 10. Continuing   Guaranty;   Transfer   Of   Obligations.   This
Guaranty  is a  continuing  guaranty  and shall (i)  remain in full  force and
effect  until  payment  in full of the  Guaranteed  Obligations  and all other
amounts  payable under this Guaranty and the  termination of the  Commitments,
(ii) be binding upon the  Guarantor,  its  successors  and assigns,  and (iii)
inure to the  benefit  of and be  enforceable  by the Agent,  its  successors,
transferees and assigns, for the benefit of the Guaranteed Parties.

      SECTION 11. Governing Law;  Appointment Of Agent For Service Of Process;
Submission To Jurisdiction; Waiver of Jury Trial.

            (a)   THIS GUARANTY AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES
      HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE  WITH AND BE GOVERNED BY THE
      LAWS OF THE STATE OF GEORGIA  (WITHOUT  GIVING EFFECT TO THE CONFLICT OF
      LAW PRINCIPLES THEREOF).


           (b)   ANY  LEGAL  ACTION  OR  PROCEEDING   WITH  RESPECT  TO  THIS
      GUARANTY  OR  OTHERWISE  RELATED  HERETO MAY BE BROUGHT IN THE  SUPERIOR
      COURT OF FULTON  COUNTY OF THE STATE OF GEORGIA OR OF THE UNITED  STATES
      OF AMERICA FOR THE NORTHERN  DISTRICT OF GEORGIA,  AND, BY EXECUTION AND
      DELIVERY OF THIS GUARANTY,  THE GUARANTOR  HEREBY  CONSENTS,  FOR ITSELF
      AND IN RESPECT OF ITS  PROPERTY,  TO THE  JURISDICTION  OF THE AFORESAID
      COURTS SOLELY FOR THE PURPOSE OF  ADJUDICATING  ITS RIGHTS OR THE RIGHTS
      OF THE AGENT AND OTHER GUARANTEED  PARTIES WITH RESPECT TO THIS GUARANTY
      OR  ANY  DOCUMENT  RELATED  HERETO.  THE  GUARANTOR  HEREBY  IRREVOCABLY
      DESIGNATES  PRENTICE  HALL  CORPORATION  OF  ATLANTA,  GEORGIA,  AS  THE
      DESIGNEE,  APPOINTEE AND AGENT OF THE  GUARANTOR TO RECEIVE,  FOR AND ON
      BEHALF OF THE GUARANTOR,  SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY
      LEGAL  ACTION  OR  PROCEEDING  WITH  RESPECT  TO  THIS  GUARANTY  OR ANY
      DOCUMENT  RELATED  HERETO  AND SUCH  SERVICE  SHALL BE DEEMED  COMPLETED
      THIRTY DAYS AFTER MAILING  THEREOF TO SAID AGENT.  IT IS UNDERSTOOD THAT
      A COPY OF SUCH PROCESS  SERVED ON SUCH AGENT WILL BE PROMPTLY  FORWARDED
      BY  SUCH  LOCAL  AGENT  AND BY THE  SERVER  OF  PROCESS  BY  MAIL TO THE
      GUARANTOR  AT ITS  ADDRESS  SET FORTH  HEREIN,  BUT THE  FAILURE  OF THE
      GUARANTOR  TO RECEIVE  SUCH COPY SHALL NOT, TO THE EXTENT  PERMITTED  BY
      APPLICABLE  LAW,  AFFECT IN ANY WAY THE  SERVICE  OF SUCH  PROCESS.  THE
      GUARANTOR HEREBY  IRREVOCABLY WAIVES ANY OBJECTION,  INCLUDING,  WITHOUT
      LIMITATION,  ANY  OBJECTION  TO THE  LAYING  OF  VENUE  OR  BASED ON THE
      GROUNDS OF FORUM NON  CONVENIENS,  WHICH IT MAY NOW OR HEREAFTER HAVE TO
      THE   BRINGING  OF  ANY  ACTION  OR   PROCEEDING   IN  SUCH   RESPECTIVE
      JURISDICTIONS  IN  RESPECT  OF THIS  GUARANTY  OR ANY  DOCUMENT  RELATED
      THERETO.  NOTHING  HEREIN  SHALL  AFFECT THE RIGHT OF THE AGENT TO SERVE
      PROCESS  IN ANY  OTHER  MANNER  PERMITTED  BY LAW OR TO  COMMENCE  LEGAL
      PROCEEDINGS  OR  OTHERWISE  PROCEED  AGAINST THE  GUARANTOR IN ANY OTHER
      JURISDICTION.

            (c)   TO THE EXTENT  PERMITTED BY  APPLICABLE  LAW, THE  GUARANTOR
      HEREBY  IRREVOCABLY  WAIVES  ALL  RIGHT OF TRIAL BY JURY IN ANY  ACTION,
      PROCEEDING OR  COUNTERCLAIM  ARISING OUT OF OR IN  CONNECTION  WITH THIS
      GUARANTY  OR  ANY  OTHER  CREDIT  DOCUMENT  OR  ANY  MATTER  ARISING  IN
      CONNECTION HEREUNDER OR THEREUNDER.

      SECTION 12. Subordination   Of  the  Borrower's   Obligations  To  the  
Guarantor.   As  an  independent  covenant,  the  Guarantor  hereby  expressly
covenants  and  agrees  for the  benefit  of the Agent  and  other  Guaranteed
Parties  that  all   obligations  and  liabilities  of  the  Borrower  to  the
Guarantor  of  whatsoever  description  including,   without  limitation,  all
intercompany  receivables of the Guarantor from the Borrower ("Junior Claims")
shall be subordinate  and junior in right of payment to all obligations of the
Borrower  to the  Agent and other  Guaranteed  Parties  under the terms of the
Credit Agreement and the other Credit Documents ("Senior Claims").

            If an Event of Default  shall occur,  then,  unless and until such
Event of  Default  shall have been  cured,  waived,  or shall  have  ceased to
exist, no direct or indirect payment (in cash, property,  securities by setoff
or otherwise)  shall be made by the Borrower to the Guarantor on account of or
in any  manner in  respect  of any  Junior  Claim  except  such  payments  and
distributions  the proceeds of which shall be applied to the payment of Senior
Claims.

            In the event of a Proceeding (as hereinafter defined),  all Senior
Claims  shall first be paid in full  before any direct or indirect  payment or
distribution (in cash,  property,  securities by setoff or otherwise) shall be
made to any  Guarantor on account of or in any manner in respect of any Junior
Claim except such  payments and  distributions  the proceeds of which shall be
applied to the payment of Senior  Claims.  For the  purposes  of the  previous
sentence,  "Proceeding"  means the Borrower or the Guarantor  shall commence a
voluntary  case  concerning  itself  under  the  Bankruptcy  Code or any other
applicable  bankruptcy laws; or any involuntary case is commenced  against the
Borrower or the Guarantor;  or a custodian (as defined in the Bankruptcy  Code
or any other  applicable  bankruptcy  laws) is appointed  for, or takes charge
of,  all or any  substantial  part  of the  property  of the  Borrower  or the
Guarantor,  or the Borrower or the Guarantor  commences any other  proceedings
under any  reorganization  arrangement,  adjustment of debt, relief of debtor,
dissolution,  insolvency  or  liquidation  or similar law of any  jurisdiction
whether now or hereafter in effect  relating to the Borrower or the Guarantor,
or any such proceeding is commenced against the Borrower or the Guarantor,  or
the Borrower or the  Guarantor is  adjudicated  insolvent or bankrupt;  or any
order of relief  or other  order  approving  any such  case or  proceeding  is
entered;  or the  Borrower or the  Guarantor  suffers any  appointment  of any
custodian or the like for it or any substantial  part of its property;  or the
Borrower  or the  Guarantor  makes a general  assignment  for the  benefit  of
creditors;  or the Borrower or the Guarantor shall fail to pay, or shall state
that it is unable to pay, or shall be unable to pay,  its debts  generally  as
they become due; or the Borrower or the Guarantor  shall call a meeting of its
creditors  with a view to arranging a composition  or adjustment of its debts;
or the Borrower or the  Guarantor  shall by any act or failure to act indicate
its consent to, approval of or  acquiescence  in any of the foregoing;  or any
corporate  action  shall be taken by the  Borrower  or the  Guarantor  for the
purpose of effecting any of the foregoing.

            In the event any direct or  indirect  payment or  distribution  is
made to the  Guarantor  in  contravention  of this Section 12, such payment or
distribution  shall be deemed  received  in trust for the benefit of the Agent
and other  Guaranteed  Parties and shall be immediately paid over to the Agent
for  application  against the Guaranteed  Obligations  in accordance  with the
terms of the Credit Agreement.

            The Guarantor  agrees to execute such additional  documents as the
Agent may  reasonably  request to evidence the  subordination  provided for in
this Section 12.

      SECTION 13. Automatic   Acceleration   in  Certain   Events.   Upon  the
occurrence  of an Event of Default  specified  in  Section  8.07 of the Credit
Agreement,  all Guaranteed  Obligations shall automatically become immediately
due and payable by the  Guarantor,  without notice or other action on the part
of the Agent or other  Guaranteed  Parties,  and regardless of whether payment
of the Guaranteed  Obligations by the Borrower has then been  accelerated.  In
addition,  if any event of the types  described  in Section 8.07 of the Credit
Agreement  should occur with  respect to the  Guarantor,  then the  Guaranteed
Obligations  shall  automatically  become  immediately  due and payable by the
Guarantor,  without  notice or other  action on the part of the Agent or other
Guaranteed  Parties,  and  regardless  of whether  payment  of the  Guaranteed
Obligations by the Borrower has then been accelerated.

      SECTION 14. Savings  Clause.  (a) It is the intent of the  Guarantor and
the Guaranteed  Parties that the  Guarantor's  maximum  obligations  hereunder
shall be, but not in excess of:


                    (i) in a case or  proceeding  commenced  by or against the
            Guarantor  under the  Bankruptcy  Code on or within  one year from
            the date on which any of the Guaranteed  Obligations are incurred,
            the maximum amount which would not otherwise  cause the Guaranteed
            Obligations  (or any other  obligations  of the  Guarantor  to the
            Guaranteed  Parties) to be avoidable or unenforceable  against the
            Guarantor  under (A) Section 548 of the Bankruptcy Code or (B) any
            state fraudulent transfer or fraudulent  conveyance act or statute
            applied in such case or  proceeding  by virtue of  Section  544 of
            the Bankruptcy Code; or

                  (ii) in a case or  proceeding  commenced  by or against  the
            Guarantor  under the Bankruptcy  Code  subsequent to one year from
            the date on which any of the Guaranteed  Obligations are incurred,
            the  maximum   amount   which  would  not   otherwise   cause  the
            Guaranteed  Obligations (or any other obligations of the Guarantor
            to  the  Guaranteed  Parties)  to be  avoidable  or  unenforceable
            against  the  Guarantor  under any state  fraudulent  transfer  or
            fraudulent  conveyance act or statute  applied in any such case or
            proceeding by virtue of Section 544 of the Bankruptcy Code; or

                  (iii) in a case or  proceeding  commenced  by or against the
            Guarantor  under any law,  statute  or  regulation  other than the
            Bankruptcy  Code  (including,   without   limitation,   any  other
            bankruptcy, reorganization,  arrangement, moratorium, readjustment
            of debt, dissolution,  liquidation or similar debtor relief laws),
            the maximum amount which would not otherwise  cause the Guaranteed
            Obligations  (or any other  obligations  of the  Guarantor  to the
            Guaranteed  Parties) to be avoidable or unenforceable  against the
            Guarantor  under  such  law,  statute  or  regulation   including,
            without  limitation,  any state fraudulent  transfer or fraudulent
            conveyance act or statute applied in any such case or proceeding.

(The substantive laws under which the possible  avoidance or  unenforceability
of the Guaranteed  Obligations  (or any other  obligations of the Guarantor to
the  Guaranteed  Parties)  shall be  determined in any such case or proceeding
shall hereinafter be referred to as the "Avoidance Provisions").

           (b)   To the end set  forth  in  Section  14(a),  but  only to the
      extent that the  Guaranteed  Obligations  would  otherwise be subject to
      avoidance under the Avoidance  Provisions if the Guarantor is not deemed
      to have  received  valuable  consideration,  fair  value  or  reasonably
      equivalent  value for the Guaranteed  Obligations,  or if the Guaranteed
      Obligations  would  render  the  Guarantor   insolvent,   or  leave  the
      Guarantor  with an  unreasonably  small capital to conduct its business,
      or cause the  Guarantor to have  incurred  debts (or to have intended to
      have  incurred  debts)  beyond  its  ability  to pay such  debts as they
      mature,  in each case as of the time any of the  Guaranteed  Obligations
      are deemed to have been  incurred  under the  Avoidance  Provisions  and
      after giving effect to the  contribution  by the Guarantor,  the maximum
      Guaranteed   Obligations   for  which  the  Guarantor  shall  be  liable
      hereunder  shall be reduced to that amount  which,  after giving  effect
      thereto,  would  not  cause  the  Guaranteed  Obligations  (or any other
      obligations of the Guarantor to the Guaranteed Parties),  as so reduced,
      to  be  subject  to  avoidance  under  the  Avoidance  Provisions.  This
      Section  14(b)  is  intended  solely  to  preserve  the  rights  of  the
      Guaranteed  Parties hereunder to the maximum extent that would not cause
      the  Guaranteed  Obligations of the Guarantor to be subject to avoidance
      under the  Avoidance  Provisions,  and  neither  the  Guarantor  nor any
      other  Person  shall have any right or claim  under  this  Section 14 as
      against the Guaranteed  Parties that would not otherwise be available to
      such Person under the Avoidance Provisions.

            (c)   None of the  provisions  of this  Section 14 are intended in
      any manner to alter the obligations of any holder of  Subordinated  Debt
      or the rights of the  holders of "senior  indebtedness"  as  provided by
      the terms of the  Subordinated  Debt.  Accordingly,  it is the intent of
      the  Guarantor  that, in the event that any payment or  distribution  is
      made with respect to the Subordinated  Debt prior to the payment in full
      of the  Guaranteed  Obligations  by  virtue  of the  provisions  of this
      Section 14, in any case or proceeding of the kinds  described in clauses
      (i)-(iii) of Section 14(a), the holders of the  Subordinated  Debt shall
      be obligated to pay or deliver  such payment or  distribution  to or for
      the benefit of the Guaranteed  Parties.  Furthermore,  in respect of the
      Avoidance  Provisions,  it is the  intent  of  the  Guarantor  that  the
      subrogation  rights of the holders of Subordinated  Debt with respect to
      the obligations of the Guarantor under this Guaranty,  be subject in all
      respects to the provisions of Section 14(b).

      SECTION 15. Information.  The Guarantor assumes all  responsibility  for
being and keeping itself  informed of the Borrower's  financial  condition and
assets, and of all other circumstances  bearing upon the risk of nonpayment of
the Guaranteed  Obligations and the nature, scope and extent of the risks that
the  Guarantor  assumes  and incurs  hereunder,  and  agrees  that none of the
Guaranteed  Parties will have any duty to advise the Guarantor of  information
known to it or any of them regarding such circumstances or risks.

      SECTION 16. Representations  and  Warranties.  The Guarantor  represents
and warrants as to itself that all  representations and warranties relating to
it contained in Sections  6.01 through 6.06 of the Credit  Agreement  are true
and correct.

      SECTION 17. Survival of Agreement.  All agreements,  representations and
warranties  made herein  shall  survive  the  execution  and  delivery of this
Guaranty and the Credit  Agreement,  the making of the Loans,  the issuance of
the Letters of Credit,  and the  execution  and  delivery of the Notes and the
other Credit Documents.

      SECTION 18. Counterparts.  This  Guaranty and any  amendments,  waivers,
consents or supplements may be executed in any number of  counterparts  and by
different  parties  hereto in  separate  counterparts,  each of which  when so
executed  and   delivered   shall  be  deemed  an   original,   but  all  such
counterparts together shall constitute but one and the same instrument.


      SECTION 19. Additional  Guarantors.  Upon  execution and delivery by any
Subsidiary  of the  Borrower  of an  instrument  in the form of Annex 1,  such
Subsidiary of the Borrower  shall become a Guarantor  hereunder  with the same
force  and  effect  as  if  originally  named  a  Guarantor  herein  (each  an
"Additional  Guarantor")  and its  obligations  hereunder  shall be joint  and
several  with  the   Guarantor.   The  execution  and  delivery  of  any  such
instrument  shall not require the  consent of any other  Guarantor  hereunder.
The rights and  obligations  of the Guarantor  hereunder  shall remain in full
force and effect  notwithstanding the addition of any Additional  Guarantor as
a party to this Guaranty.


            IN WITNESS  WHEREOF,  the Guarantor and the Agent have caused this
Guaranty  to  be  duly  executed  and  delivered  by  their   respective  duly
authorized officers as of the date first above written in Atlanta, Georgia.

Address for Notices:                CULINARY SOLUTIONS, INC.

1955 Lake Park Dr., S.E.
Suite 400
Smyrna, Georgia  30080

                                    By:/s/  K. W.Engwall
                                    Name:   K. Wyatt Engwall
Attn: Wyatt Engwall                 Title:  Senior Vice President, Finance

Telecopy: (770) 437-3349
                                   Attest:/s/     John E. Fountain  
                                           Name:  John E. Fountain
                                           Title: Secretary   

                                                      [CORPORATE SEAL]


STATE OF GEORGIA
COUNTY OF COBB


Signed, sealed and delivered
in the presence of:

NICOLE DORNBUSCH
Notary Public

Date Executed by Notary:
July 1, 1998


My commission expires:
November 11, 2000


[NOTARIAL SEAL]

                                   SUNTRUST BANK, ATLANTA
                                    ("Agent")


                                    By:/s/  Daniel S. Komitor
                                          Name:  Daniel S. Komitor
                                          Title: Vice President


                                    By:/s/ R. Michael Dunlap 
                                          Name: R. Michael Dunlap
                                          Title:Vice President

                                   WACHOVIA BANK, N.A.
                                    ("Co-Agent")


                                    By:/s/   John C. Canty
                                          Name: John C. Canty
                                          Title:Banking Officer


                                                                          
                                                                      

SECTION 12 OF THE
FOREGOING GUARANTY
ACKNOWLEDGED AND
AGREED TO:


MORRISON HEALTH CARE, INC.


By:/s/ K. W. Engwall 
Name: K. Wyatt Engwall
Title:Senior Vice President, Finance
      and Assistant Secretary



                                  SUPPLEMENT
                                      TO
                         SUBSIDIARY GUARANTY AGREEMENT


            THIS   SUPPLEMENT   TO   SUBSIDIARY   GUARANTY   AGREEMENT   (this
"Supplement to Guaranty Agreement"),  dated as of ___________,  _____, made by
______________________,  a ________ corporation (the "Additional  Guarantor"),
in favor of SUNTRUST BANK,  ATLANTA, a Georgia banking  corporation,  as Agent
(the  "Agent")  and  WACHOVIA  BANK,  N.A., a national  bank  association,  as
Co-Agent  (the  "Co-Agent")  for the  banks  and  other  lending  institutions
parties to the Credit  Agreement  (as  hereinafter  defined) and each assignee
thereof becoming a "Lender" as provided therein (the "Lenders"),  and SUNTRUST
BANK ATLANTA,  as Issuing Bank (the "Issuing Bank"), the Lenders,  the Issuing
Bank, the Agent and the Co-Agent being collectively  referred to herein as the
"Guaranteed Parties").


                             W I T N E S S E T H:


            WHEREAS,   MORRISON  HEALTH  CARE,  INC.  (the  "Borrower"),   the
Lenders,  the  Issuing  Bank,  the Agent and the  Co-Agent  are  parties to an
Amended and Restated Credit  Agreement,  dated as of July 2, 1998 (as the same
may hereafter be amended,  restated,  supplemented or otherwise  modified from
time to time, the "Credit Agreement")  pursuant to which the Lenders have made
commitments  to make loans and the Issuing Bank has committed to issue Letters
of Credit to the Borrower;

            WHEREAS, Culinary Solutions,  Inc., a Subsidiary of the Borrower (
the "Subsidiary  Guarantor") has executed and delivered a Subsidiary  Guaranty
Agreement  dated as of July 2, 1998 (the  "Subsidiary  Guaranty")  pursuant to
which the Subsidiary  Guarantor has agreed to guarantee all of the obligations
of the Borrower under the Credit  Agreement and the other Credit Documents (as
defined in the Credit Agreement);

            WHEREAS,   the  Borrower,   the   Subsidiary   Guarantor  and  the
Additional   Guarantor  share  an  identity  of  interests  as  members  of  a
consolidated group of companies engaged in substantially  similar  businesses;
the  Borrower   provides  certain   centralized   financial,   accounting  and
management services to the Additional  Guarantor;  and the making of the loans
will  facilitate  expansion  and enhance the overall  financial  strength  and
stability  of  the  Borrower's  corporate  group,   including  the  Additional
Guarantor;


            WHEREAS,  it is a condition  subsequent to the Lenders' obligation
to make loans to the  Borrower  and the  Issuing  Bank's  obligation  to issue
letters of credit on behalf of the Borrower  under the Credit  Agreement  that
the Additional  Guarantor  execute and deliver to the Agent this Supplement to
Guaranty  Agreement,  and the  Additional  Guarantor  desires to  execute  and
deliver  this  Supplement  to Guaranty  Agreement  to satisfy  such  condition
subsequent;

            NOW,  THEREFORE,  in consideration of the premises and in order to
induce the Lenders to make the loans to the  Borrower  and the Issuing Bank to
issue letters of credit on behalf of the Borrower under the Credit  Agreement,
the Additional Guarantor hereby agrees as follows:

1.    Defined  Terms.  Capitalized  terms not otherwise  defined  herein which
are  used in the  Subsidiary  Guaranty  are  used  herein  with  the  meanings
specified for such terms in the Subsidiary Guaranty.

2.    Additional  Guarantor.  The Additional Guarantor agrees that it shall be
and become a Guarantor for all purposes of the  Subsidiary  Guaranty and shall
be fully  liable,  jointly  and  severally  thereunder  to the Agent and other
Guaranteed  Parties to the same  extent and with the same effect as though the
Additional  Guarantor had been a Guarantor originally executing and delivering
the  Subsidiary  Guaranty.  Without  limiting the  foregoing,  the  Additional
Guarantor  hereby jointly and severally  (with respect to the guaranties  made
by the Subsidiary  Guarantor under the Subsidiary  Guaranty),  irrevocably and
unconditionally,  guarantees the punctual  payment when due, whether at stated
maturity  by  acceleration  of  otherwise,  of the  Borrowings  and all  other
Obligations (as defined in the Credit  Agreement,  and including all renewals,
extensions,   modifications  and  refinancings   thereof,   now  or  hereafter
existing,  whether for principal,  interest,  fees, expenses or otherwise, and
any and all expenses (including  reasonable  attorneys' fees actually incurred
and  reasonable  out-of-pocket  expenses)  incurred  by the  Agent  and  other
Guaranteed  Parties in enforcing any rights under the Subsidiary  Guaranty (as
supplemented hereby),  subject, however, to the limitations expressly provided
in the  Subsidiary  Guaranty in  Section 14  thereof.  All  references  in the
Subsidiary  Guaranty  to the  "Guarantor"  shall be deemed to  include  and to
refer to the Additional Guarantor.

3.    Governing Law; Appointment of Agent for Service of Process;
      Submission to Jurisdiction; Waiver of Jury Trial.

            (a)   THIS  SUPPLEMENT  TO GUARANTY  AGREEMENT  AND THE RIGHTS AND
OBLIGATIONS  OF THE PARTIES  HEREUNDER  SHALL BE CONSTRUED IN ACCORDANCE  WITH
AND BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA  (WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAW PRINCIPLES THEREOF).


           (b)   ANY  LEGAL  ACTION  OR  PROCEEDING   WITH  RESPECT  TO  THIS
SUPPLEMENT  TO  GUARANTY  AGREEMENT  RELATED  HERETO  MAY  BE  BROUGHT  IN THE
SUPERIOR  COURT OF  FULTON  COUNTY OF THE STATE OF  GEORGIA  OR OF THE  UNITED
STATES OF AMERICA FOR THE NORTHERN DISTRICT OF GEORGIA,  AND, BY EXECUTION AND
DELIVERY OF THIS SUPPLEMENT TO GUARANTY  AGREEMENT,  THE ADDITIONAL  GUARANTOR
HEREBY  CONSENTS,   FOR  ITSELF  AND  IN  RESPECT  OF  ITS  PROPERTY,  TO  THE
JURISDICTION  OF THE AFORESAID  COURTS SOLELY FOR THE PURPOSE OF  ADJUDICATING
ITS  RIGHTS  OR THE  RIGHTS  OF THE  AGENT OR OTHER  GUARANTEED  PARTIES  WITH
RESPECT TO THIS  SUPPLEMENT  TO GUARANTY  AGREEMENT  OR ANY  DOCUMENT  RELATED
HERETO.   THE  ADDITIONAL   GUARANTOR   HEREBY   IRREVOCABLY   DESIGNATES  CSC
CORPORATION  SERVICES OF ATLANTA,  GEORGIA,  AS THE  DESIGNEE,  APPOINTEE  AND
AGENT  OF THE  ADDITIONAL  GUARANTOR  TO  RECEIVE,  FOR AND ON  BEHALF  OF THE
ADDITIONAL  GUARANTOR,  SERVICE OF PROCESS IN SUCH  JURISDICTION  IN ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS SUPPLEMENT TO GUARANTY  AGREEMENT OR
ANY DOCUMENT  RELATED HERETO AND SUCH SERVICE SHALL BE DEEMED COMPLETED THIRTY
(30) DAYS AFTER MAILING  THEREOF TO SAID AGENT.  IT IS UNDERSTOOD  THAT A COPY
OF SUCH PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY  FORWARDED BY SUCH LOCAL
AGENT AND BY THE SERVER OF PROCESS BY MAIL TO THE ADDITIONAL  GUARANTOR AT ITS
ADDRESS SET FORTH  HEREIN,  BUT THE  FAILURE OF THE  ADDITIONAL  GUARANTOR  TO
RECEIVE  SUCH COPY  SHALL NOT,  TO THE EXTENT  PERMITTED  BY  APPLICABLE  LAW,
AFFECT  IN ANY WAY THE  SERVICE  OF SUCH  PROCESS.  THE  ADDITIONAL  GUARANTOR
HEREBY IRREVOCABLY WAIVES ANY OBJECTION,  INCLUDING,  WITHOUT LIMITATION,  ANY
OBJECTION  TO THE  LAYING  OF  VENUE  OR BASED  ON THE  GROUNDS  OF FORUM  NON
CONVENIENS,  WHICH IT MAY NOW OR HEREAFTER  HAVE TO THE BRINGING OF ANY ACTION
OR PROCEEDING IN SUCH RESPECTIVE  JURISDICTIONS  IN RESPECT OF THIS SUPPLEMENT
TO GUARANTY  AGREEMENT OR ANY DOCUMENT RELATED  THERETO.  NOTHING HEREIN SHALL
AFFECT THE RIGHT OF THE AGENT TO SERVE  PROCESS IN ANY OTHER MANNER  PERMITTED
BY LAW OR TO COMMENCE  LEGAL  PROCEEDINGS  OR  OTHERWISE  PROCEED  AGAINST THE
ADDITIONAL GUARANTOR IN ANY OTHER JURISDICTION.

            (c)   TO THE EXTENT  PERMITTED BY APPLICABLE  LAW, THE  ADDITIONAL
GUARANTOR HEREBY  IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION,
PROCEEDING  OR  COUNTERCLAIM  ARISING  OUT  OF  OR  IN  CONNECTION  WITH  THIS
SUPPLEMENT  TO GUARANTY  AGREEMENT OR ANY OTHER CREDIT  DOCUMENT OR ANY MATTER
ARISING IN CONNECTION HEREUNDER OR THEREUNDER.

           IN WITNESS  WHEREOF,  the  Additional  Guarantor  has caused  this
Supplement  to Guaranty to be duly  executed and  delivered  under seal by its
duly authorized officers as of the date first above written.

Address for Notices:                      ADDITIONAL GUARANTOR:



                                    By:                                       
                                    Title:


                                    Attest:                                   
                                    Title:

                                                    [CORPORATE SEAL]





                                  EXHIBIT D

                             CLOSING CERTIFICATE

      The undersigned, being the SVP - FINANCE  of MORRISON HEALTH CARE,
INC., a Georgia corporation (the "Borrower"), hereby gives this certificate
to induce SUNTRUST BANK, ATLANTA, a Georgia banking corporation, and the
other Lenders party to the Credit Agreement described below (referred to
collectively as the "Lenders"), SUNTRUST BANK, ATLANTA, as the issuing bank
(the "Issuing Bank"), and SUNTRUST BANK, ATLANTA, as Agent (the "Agent") for
the Issuing Bank and the Lender, and  WACHOVIA BANK, N.A. as Co-Agent (the
"Co-Agent") for the Issuing Bank and the Lender, to consummate certain
financial accommodations with the Borrower pursuant to the terms of the
Amended and Restated Credit Agreement dated as of July 2, 1998 by and among
the Borrower, Lenders, the Issuing Bank, the Agent and the Co-Agent (the
"Credit Agreement").  Capitalized terms used herein and not defined herein
have the same meanings assigned to them in the Credit Agreement:

      The undersigned hereby certifies to the Agent, the Co-Agent, the
Issuing Bank and the Lenders that:

1.    In his aforesaid capacity as the     SVP FINANCE        of the
Borrower, he has knowledge of the business and financial affairs of the
Borrower sufficient to issue this certificate and is authorized and empowered
to issue this certificate for and on behalf of the Borrower.

2.    All representations and warranties contained in Article V of the Credit
Agreement are true and correct in all material respects on and as of the date
hereof.

3.    After giving effect to the initial Loans to be made to, or initial
Letters of Credit to be issued on behalf of, the Borrower pursuant to the
Credit Agreement on the Closing Date, no Default or Event of Default has
occurred and is continuing.

4.    Since the date of the unaudited proforma financial statements of the
Consolidated Companies described in Section 5.15 of the Credit Agreement,
there has been no change which has had or could reasonably be expected to
have a Materially Adverse Effect.

5.    The Advances to be made or Letters of Credit issued on the date hereof
are being used solely for the purposes provided in the Credit Agreement, and
such Advances and Letters of Credit and use of proceeds thereof will not
contravene, violate or conflict with, or involve the Agent, the Issuing Bank
or any Lender in a violation of, any law, rule, injunction, or regulation, or
determination of any court of law or other governmental authority, applicable
to the Borrower.

6.    The conditions precedent set forth in Sections 4.01 and 4.02 of the
Credit Agreement have been or will be satisfied (or have been waived pursuant
to the terms of the Credit Agreement) prior to or concurrently with the
making of the initial Loans or issuance of initial Letters of Credit under
the Credit Agreement.

7.    The execution, delivery and performance by the Credit Parties of the
Credit Documents will not violate any Requirement of Law or cause a breach or
default under any of their respective Contractual Obligations.

8.    Each of the Credit Parties has the corporate power and authority to
make, deliver and perform the Credit Documents to which it is a party and has
taken all necessary corporate action to authorize the execution, delivery and
performance of such Credit Documents.  No consents or authorization of, or
filing with, any Person (including, without limitation, any governmental
authority), is required in connection with the execution, delivery or
performance by any Credit Party, or the validity or enforceability against
any Credit Party, of the Credit Documents, other than such consents,
authorizations or filings which have been made or obtained.

      IN WITNESS WHEREOF, the undersigned has executed this certificate in
his aforesaid capacity as of this 2nd day of July, 1998.



                                    By: /S/K. W. Engwall
                                    Name:K. Wyatt Engwall
                                    Title: Senior Vice President - Finance




                                   Exhibit E
                                   ---------
           Form of Opinion of Powell, Goldstein, Frazer & Murphy, LLP



                                 July 2, 1998


To:   Each of the Lenders who are parties to the Credit Agreement referenced
      below and each assignee thereof that becomes a "Lender" as provided
      therein, SunTrust Bank, Atlanta, as Swing Line Lender, Issuing Bank and
      Agent, and Wachovia Bank, N.A., as Co-Agent

      Re:   Amended and Restated Credit Agreement dated as of July 2, 1998
            (the "Credit Agreement"), among Morrison Health Care, Inc., each
            of the Lenders listed on the signature pages thereto, SunTrust
            Bank, Atlanta, as Swing Line Lender , Issuing Bank and Agent, and
            Wachovia Bank, N.A., as Co-Agent

Ladies and Gentlemen:

      This opinion is furnished pursuant to Section 4.01(i) of the Credit
Agreement.  Terms used herein which are defined in the Credit Agreement shall
have the respective meanings set forth or referred to in the Credit
Agreement, unless otherwise defined herein.

      We have acted as counsel for Morrison Health Care, Inc., a Georgia
corporation (the "Borrower"), and Culinary Solutions, Inc., a Georgia
corporation (the "Guarantor"; and together with the Borrower, the "Credit
Parties"), in connection with the preparation, negotiation, execution and
delivery of the following documents (the "Credit Documents"):

            1.    The Credit Agreement;

            2.    The Revolving Credit Notes;

            3.    The Swing Line Note; and

            4.    The Guaranty Agreement.

      In connection with our opinion we have examined the Credit Documents
and the corporate proceedings of the Boards of Directors of the Credit
Parties.  We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted
such other investigations of fact and law as we have deemed necessary or
advisable for purposes of this opinion.

      This opinion letter is limited by, and is rendered in accordance with,
the January 1, 1992 edition of the Interpretive Standards applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal
Opinion Committee of the Corporate and Banking Law Section of the State Bar
of Georgia ("Interpretive Standards"), which Interpretative Standards are
incorporated in this opinion letter by this reference.

      We have assumed the genuineness of all signatures (other than those on
behalf of the Credit Parties) on, and authenticity of, all documents
submitted to as originals and the conformity to original documents of all
documents submitted to us as copies.

      With respect to any element of mutuality which may be required in order
to support the enforceability of the Credit Documents, we have assumed that
all parties thereto other than the Credit Parties (the "Other Parties") have
all requisite power and authority to enter into and perform their respective
obligations under the Credit Agreement and the other Credit Documents to
which they are parties, that the Credit Agreement and such other Credit
Documents have been duly authorized, executed and delivered by the Other
Parties, and that the Credit Agreement and such other Credit Documents
constitute the legal, valid and binding obligations of the Other Parties.

      Based on the foregoing, and subject to the qualifications hereunder set
forth, we are of the opinion that:

            1.    Each of the Credit Parties is a corporation duly organized,
validly existing and in good standing under the laws of the state of its
incorporation.

            2.    Each of the Credit Parties has the corporate power to own
and operate its property and to conduct its business as now conducted and to
make, deliver and perform the Credit Documents to which it is a party and has
taken all necessary corporate action to authorize the execution, delivery and
performance of such Credit Documents.  Each of the Credit Parties has duly
authorized, executed and delivered each Credit Document to which it is a
party.

            3.    No consent, approval or authorization of, or registration,
declaration or filing with any governmental authority of the United States of
America or the State of Georgia is required in connection with the execution,
delivery, performance, validity or enforceability of the Credit Documents.

            4. (a)      The execution, delivery and performance by each of
the Credit Parties of the Credit Documents to which it is a party do not and
will not violate (i) the articles of incorporation of such Credit Party,
(ii) any existing Requirement of Law (other than any determination of an
arbitrator or a court or other governmental authority) of the United States
of America or the State of Georgia applicable to such Credit Party, or
(iii) insofar as known to us, any determination of an arbitrator or a court
or other governmental authority applicable to such Credit Party.

      (b)   The execution, delivery and performance by the Borrower of the
Credit Documents to which it is a party do not and will not result in a
breach of or default under any material written agreements or the creation or
imposition of a contractual lien or security interest in, on or against any
of its properties under any material written agreements.  With your
permission we have assumed the term "material written agreements" as used in
the preceding sentence includes only the Sharing Agreements.

            5.    Each of the Credit Documents constitutes the legal, valid
and binding obligation of each of the Credit Parties that is a party thereto,
enforceable against each such Credit Party in accordance with its terms.  The
provisions of the Credit Documents with respect to payment of interest, fees,
costs and other charges for the use of money deemed to be interest under
Georgia law (collectively "Interest Charges") do no violate the interest and
usury laws as in effect in the State of Georgia.

            6.    None of the Credit Parties is an "investment company" or a
company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, or a "subsidiary company" of a
"holding company" or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company" within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

            7.    The making of any Loans and the application of the proceeds
thereof as provided in the Credit Agreement do not violate Regulation G, T, U
or X of the Board of Governors of the Federal Reserve System.

            Our opinions set forth above are subject to the following
qualifications:

      A.    Our opinions are limited to the laws of the United States of
America and the State of Georgia.

      B.    With respect to the opinions contained in paragraph 1 above, we
have not obtained tax clearance certificates from the taxing authorities of
the relevant jurisdictions.

      C.    With respect to the opinion expressed in paragraph 5 above, we
have assumed that:

            i)    the Interest Charges have been or will be applied for the
purposes described in the Credit Documents; and

           ii)    all such Interest Charges have been or will be applied for
purposes described in the Credit Documents;

          iii)    interest will not be charged on overdue interest, in
violation of O.C.G.A. Section 7-4-17; and

           iv)    the Interest Charges shall not exceed five percent (5%) per
month in violation of O.C.G.A. Section 7-4-18;

      Based upon the limitations and qualifications set forth above, we
confirm to you that:

            i)    Except for the claims described in Schedule 5.05 to the
Credit Agreement, to our knowledge (but without independent investigation),
no litigation, investigation or proceeding of or before any court, tribunal,
arbitrator or governmental authority is pending or overtly threatened by a
written communication by or against any of the Credit Parties or against any
of their respective properties or revenues or with respect to the Credit
Documents or any of the transactions contemplated thereby which would have a
Materially Adverse Effect.

           ii)    Each of the Credit Parties is qualified to transact
business as a foreign corporation in the states set forth in Exhibit A
hereto, except as noted to the contrary hereinbelow.  The foregoing statement
is based solely upon certificates provided by agencies of those states,
copies of which Borrower has delivered to you on the date hereof, and is
limited to the meaning ascribed to such certificates by each applicable state
agency.  In this connection, we draw to your attention that we were unable to
obtain certificates of authority for the Borrower from the District of
Columbia and Arkansas, due to the apparent failure of the Borrower to file
its annual reports and/or pay any applicable franchise taxes in those
jurisdictions.  We have been advised that curative measures are being taken
by the Borrower to bring itself into good standing in those two jurisdictions.


      This opinion has been delivered solely for the benefit of the Lenders,
the Issuing Bank, the Agent and the Co-Agent, and their permitted successors
and assigns under the Credit Agreement, and may not be relied upon by any
other person or entity or for any other purpose without the express written
permission of the undersigned.

                              Very truly yours,



                  /s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP





                                  EXHIBIT A


Morrison Health Care, Inc. (GA)

      Foreign Qualifications:

            Alabama
            Arizona
            Arkansas*
            California
            Colorado
            Connecticut
            Delaware
            District of Columbia*
            Florida
            Illinois
            Indiana
            Iowa
            Kentucky
            Louisiana
            Maine
            Maryland
            Massachusetts
            Michigan
            Mississippi
            Missouri
            New Hampshire
            New Jersey
            New York
            North Carolina
            Ohio (d/b/a Morrison Food and Nutrition Services)
            Oklahoma
            Pennsylvania
            South Carolina
            Tennessee
            Texas
            Vermont
            Virginia
            West Virginia

Culinary Solutions, Inc. (GA)

      Foreign Qualifications:

            Maryland


* Not in good standing.








                                   EXHIBIT_F

                  FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT


            ASSIGNMENT AND ACCEPTANCE  AGREEMENT (the "Assignment  Agreement")
dated         as        of         _____________,         19__         between
______________________________________________         ("Assignor")        and
__________________________________  ("Assignee").  All capitalized  terms used
herein and not otherwise  defined shall have the respective  meanings provided
such terms in the Credit Agreement referred to below.

                             W I T N E S S E T H:

            WHEREAS,  Assignor  is a party to an Amended and  Restated  Credit
Agreement,  dated as of July 2,  1998 (as  amended  to the  date  hereof,  the
"Credit  Agreement"),  among Morrison Health Care, Inc. (the "Borrower"),  the
financial  institutions from time to time party thereto  (including  Assignor,
the  "Lenders")  SunTrust  Bank,  Atlanta,  as the Issuing Bank (the  "Issuing
Bank"),  SunTrust Bank,  Atlanta,  as Agent (the "Agent") for the Issuing Bank
and the Lenders,  and Wachovia Bank,  N.A., as Co-Agent  ("Co-Agent")  for the
Issuing Bank and Lenders (the "Co-Agent");

            WHEREAS,  Assignor has a Revolving Loan Commitment of $___________
under the Credit Agreement pursuant to which it has made outstanding  Advances
of $_____________;  and

            WHEREAS,   Assignor  and  Assignee  wish  Assignor  to  assign  to
Assignee  its  rights  under the  Credit  Agreement  with  respect to all or a
portion of its Commitment and its outstanding Advances;

            WHEREAS,  Assignor  and  Assignee  wish  Assignee  to  assume  the
obligations  of  Assignor  under the  Credit  Agreement  to the  extent of the
rights so assigned;

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

           1.    Assignment.  Assignor  hereby  assigns to Assignee,  without
recourse,  or  representation  or  warranty  (other  than  expressly  provided
herein) and subject to Section 4(b)  hereof,  ___% as the  "Assignee's  Share"
("Assignee's  Share") of all of Assignor's rights,  title and interest arising
under the Credit Agreement relating to Assignor's  Commitment,  including with
respect to Assignee's  Share of the Advances  heretofore  made by the Assignor
under  the  Credit  Agreement.  The  dollar  amount  of  Assignee's  Share  of
Assignor's  Commitment is $__________,  the dollar amount of Assignee's  Share
of Assignor's outstanding Advances pursuant thereto is $__________.

            2.    Assumption.  Assignee  hereby  assumes from  Assignor all of
Assignor's   obligations  arising  under  the  Credit  Agreement  relating  to
Assignee's  Share of  Assignor's  Commitment  and of the  Advances.  It is the
intent of the parties  hereto that Assignor  shall be released from all of its
obligations under the Credit Agreement relating to Assignee's Share.

            3.    Assignments;  Participations.  Assignee  may not  assign all
or any  part of the  rights  granted  to it  hereunder.  Assignee  may sell or
grant  participations in all or any part of the rights granted to it hereunder
in accordance with the provisions of Section 10.06 of the Credit Agreement.

            4.    Payment of Interest and Fees to Assignee.

                  (a) As  of  the  date  hereof  interest  is  payable  by the
Borrower in respect of Assignee's  Share of the Eurodollar  Advances at a rate
equal to ___% per annum above LIBOR for Revolving  Loans and a Commitment  Fee
equal to ___% per annum on the  Assignee's  Share of the average  daily unused
portion of the Commitments.

                  (b)   Notwithstanding  anything to the contrary contained in
this  Assignment  Agreement,  if and when  Assignor  receives or collects  any
payment of interest on any Advance  attributable  to  Assignee's  Share or any
payment of the Commitment Fee  attributable to Assignee's  Share which, in any
such case,  are required to be paid to Assignee  pursuant to clause (a) above,
Assignor  shall  distribute  to Assignee  such  payment but only to the extent
such  interest  or  fee  accrued  after  the  Assignment  Effective  Date  (as
hereinafter defined).

                  (c)   Notwithstanding  anything to the contrary contained in
this  Assignment  Agreement,  if and when  Assignee  receives or collects  any
payment of  interest  on any  Advance or any  payment  of the  Commitment  Fee
which,  in any such case,  is  required  to be paid to  Assignor  pursuant  to
clause (a) above, Assignee shall distribute to Assignor such payment.

            5.    Payments on Assignment  Effective Date. In  consideration of
the  assignment  by Assignor to Assignee  of  Assignee's  Share of  Assignor's
Revolving  Loan  Commitment,  Term  Loan  and  Advances  as set  forth  above,
Assignee  agrees to pay to  Assignor on or prior to the  Assignment  Effective
Date an amount  specified by Assignor in writing on or prior to the Assignment
Effective Date which  represents  Assignee's  Share of the principal amount of
the respective  Advances made by Assignor pursuant to the Credit Agreement and
outstanding on the Assignment Effective Date.


            6.    Effectiveness.  (a) This  Assignment  Agreement shall become
effective on the date (the  "Assignment  Effective  Date")  (which is at least
five days after the date  hereof) on which  (i) Assignor  and  Assignee  shall
have signed a copy hereof  (whether the same or different  copies) and, in the
case  of  Assignee,  shall  have  delivered  the  same to  Assignor,  (ii) the
Borrower  shall have  consented  hereto,  (iii) a  copy of the fully  executed
Assignment,  a fee of  $2,500  and the  Note  evidencing  the  Commitment  and
assigned  hereby  shall have been  delivered to the Agent,  and  (iv) Assignee
shall have paid to Assignor the amount set forth in Section 5.

                  (b)   It  is  agreed  that  all   interest  on  any  Advance
attributable  to Assignee's  Share and all  Commitment  Fees  attributable  to
Assignee's  Share,  which,  in each case,  accrues on and after the Assignment
Effective  Date shall be paid directly to the Assignee in accordance  with the
Credit Agreement.

            7.    Amendment of Credit Agreement.  On the Assignment  Effective
Date the  Credit  Agreement  shall be  amended by  deeming  the  signature  of
Assignee  herein as a signature to the Credit  Agreement.  The Assignee  shall
be deemed a "Lender" for all purposes under the Credit  Agreement and shall be
subject  to and shall  benefit  from all of the rights  and  obligations  of a
Lender  under the Credit  Agreement.  The address of the  Assignee  for notice
purposes  shall be as set  forth  below,  and the  Credit  Agreement  shall be
amended by deeming  such  signature  page and address to be included  thereon.
Without  limiting the  generality of the  foregoing,  Assignee  agrees that it
will  perform  its  obligations  as a Lender  under the  Credit  Agreement  as
required by the terms thereof and Assignee  appoints and  authorizes the Agent
to take such  actions as Agent on its behalf and  exercise  such powers  under
the Credit  Agreement  and the other loan  documents  as are  delegated to the
Agent by the terms of the Credit  Agreement  and the other  credit  documents,
together with such powers as are reasonably incidental thereto.

            8.    Representations  and  Warranties.  Each of the  Assignor and
the Assignee represents and warrants to the other party as follows:

                  (a)   it has full  power  and  authority,  and has taken all
action  necessary,  to execute and deliver this  Assignment  Agreement  and to
fulfill  its   obligations   under,   and  to  consummate   the   transactions
contemplated by, this Assignment Agreement;

                  (b)   the making and  performance  by it of this  Assignment
Agreement  and all  documents  required to be  executed  and  delivered  by it
hereunder  do  not  and  will  not  violate  any  law  or  regulation  of  the
jurisdiction of its  incorporation  or any other law or regulation  applicable
to it;

                  (c)   this  Assignment  Agreement has been duly executed and
delivered  by it and  constitutes  its legal,  valid and  binding  obligation,
enforceable in accordance with its terms; and


                  (d)   all  consents,  licenses,  approvals,  authorizations,
exemptions,  registrations,  filings,  opinions and declarations  from or with
any agency,  department,  administrative  authority,  statutory corporation or
judicial  entity  necessary  for  the  validity  or   enforceability   of  its
obligations  under  this  Assignment  Agreement  have  been  obtained,  and no
governmental  authorizations  other than any already  obtained are required in
connection  with its execution,  delivery and  performance of this  Assignment
Agreement.

            9.    Expenses.  The  Assignor  and the  Assignee  agree that each
party  shall bear its own  expenses in  connection  with the  preparation  and
execution of this Assignment Agreement.

            10.   Miscellaneous.  (a) Assignor  shall  not be  responsible  to
Assignee  for  the  execution   (by  any  party  other  than  the   Assignor),
effectiveness,   genuineness,  validity,  enforceability,   collectibility  or
sufficiency  of the Credit  Agreement,  the Note or the Guaranty  Agreement or
for any  representations,  warranties,  recitals or statements made therein or
in any written or oral  statement  or in any  financial  or other  statements,
instruments,  reports,  certificates  or any other documents made or furnished
or made  available  by Assignor to Assignee or by or on behalf of the Borrower
or any  Guarantor  to  Assignor  or  Assignee  in  connection  with the Credit
Agreement,   the  Note  or  the  Guaranty   Agreement  and  the   transactions
contemplated  thereby.  Assignor shall not be required to ascertain or inquire
as to  the  performance  or  observance  of  any  of  the  terms,  conditions,
provisions,  covenants or agreements  contained in the Credit  Agreement,  the
Note  or the  Guaranty  Agreement  or as to the  use  of the  proceeds  of the
Advances  or as to the  existence  or  possible  existence  of any event which
constitutes  an Event of  Default  or which  with the  giving of notice or the
passage of time or both would constitute an Event of Default.

                  (b)   Assignee  represents and warrants that it has made its
own independent  investigation  of the financial  condition and affairs of the
Borrower and each Guarantor in connection  with the making of the Advances and
the  assignment  of  Assignee's   Share  of  Assignor's   Commitments  and  of
Assignor's  Advances to Assignee  hereunder and has made and shall continue to
make  its own  appraisal  of the  creditworthiness  of the  Borrower  and each
Guarantor.  Assignor shall have no duty or responsibility  either initially or
on a continuing basis to make any such  investigation or any such appraisal on
behalf  of  Assignee  or  to  provide   Assignee  with  any  credit  or  other
information  with respect thereto,  whether coming into its possession  before
the  making  of the  Advances  or at any time or times  thereafter  and  shall
further  have no  responsibility  with  respect  to the  accuracy  of,  or the
completeness of, any information provided to Assignee,  whether by Assignor or
by or on behalf of either the Borrower or any Guarantor.

                  (c)   THE VALIDITY,  CONSTRUCTION AND ENFORCEABILITY OF THIS
ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA.

                  (d)   No term or provision of this Assignment  Agreement may
be  changed,  waived,   discharged  or  terminated  orally,  but  only  by  an
instrument in writing signed by both parties.

                 (e)   This  Assignment  Agreement  may be executed in one or
more counterparts,  each of which shall be an original but all of which, taken
together, shall constitute one and the same instrument.

                  (f)   The  Assignor  may at any  time or  from  time to time
grant to  others  assignments  or  participations  in its  Commitments  or the
Advances  but not in the  portions  thereof  assigned to Assignee  pursuant to
this Assignment  Agreement.  The Assignor  represents and warrants that it has
not at any time prior to the Assignment  Effective Date encumbered or assigned
the portion of its Commitments or Advances being assigned hereunder.

                  (g)   All  payments  hereunder  or  in  connection  herewith
shall be made in Dollars and in  immediately  available  funds,  if payable to
the  Assignor,  to the account of the Assignor at its address as designated in
the Credit Agreement,  and, if payable to the Assignee,  to the account of the
Assignee's address, as designated on the signature page hereof.

                  (h)   This  Assignment  Agreement  shall be binding upon and
inure to the benefit of the  parties  hereto and their  respective  successors
and assigns.  Neither of the parties  hereto may assign or transfer any of its
rights or  obligations  under  this  Assignment  Agreement  without  the prior
consent of the other party.

                  (i)   All  representations  and  warranties  made herein and
indemnities  provided  for  herein  shall  survive  the  consummation  of  the
transaction contemplated hereby.

                  (j)   The  Assignee  acknowledges  receipt  of copies of the
documents  received in connection  with the  transactions  contemplated by the
Credit Agreement, the Guaranty Agreement and this Assignment Agreement.

           IN  WITNESS  WHEREOF,   the  parties  hereto  have  executed  this
Assignment Agreement as of the date first above written.

                                    [NAME OF ASSIGNOR]


                                    By:                                       
                                         Title:


Assignee's Share of                 [NAME OF ASSIGNEE]
Revolving Loan Commitment:

$                                   By:                                 
                                       Title:



Address:





Tel. No:                
Fax No:                 

CONSENTED TO AS OF THE
DATE SET FORTH ABOVE:

MORRISON HEALTH CARE, INC.


By:                                 
   Title: