<PAGE>
                                            PLANET HOLLYWOOD INTERNATIONAL, INC.
                                                                     Exhibit 4.3



                    Revolving Credit and Term Loan Agreement

                         dated as of September 18, 1997

                    among the Registrant, SunTrust Bank and

                               certain other banks
<PAGE>

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



                    REVOLVING CREDIT AND TERM LOAN AGREEMENT


                         Dated as of September 18, 1997

                                  By And Among


                      PLANET HOLLYWOOD INTERNATIONAL, INC.


                                       and


              SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
                           individually and as Agent,
                                  AMSOUTH BANK,
                            THE BANK OF NOVA SCOTIA,
                    individually and as Documentation Agent,
                                 BANQUE PARIBAS,
                 DAI-ICHI KANGYO BANK, LIMITED, ATLANTA AGENCY,
                        THE FUJI BANK AND TRUST COMPANY,
                                LLOYDS BANK PLC,
                       NATIONAL WESTMINSTER BANK PLC, and
                            THE SAKURA BANK, LIMITED


================================================================================
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I

       DEFINITIONS; CONSTRUCTION ...........................................  1
       Section   1.1     Definitions .......................................  1
       Section   1.2     Accounting Terms and Determination ................ 19
       Section   1.3     Other Definitional Provisions ..................... 19
       Section   1.4     Exhibits and Schedules ............................ 20

ARTICLE II
       REVOLVING LOANS; LETTERS OF CREDIT .................................. 20
       Section   2.1     Commitment; Use of Proceeds ....................... 20
       Section   2.2     Notes; Repayment of Principal ..................... 21
       Section   2.3     Voluntary Reduction of Revolving Loan Commitments . 22
       Section   2.4     Letters of Credit ................................. 22
       Section   2.5     Manner of Issuance ................................ 23
       Section   2.6     Drawings Under Letters of Credit .................. 23
       Section   2.7     General Provisions as to Letters of Credit ........ 23
       Section   2.8     Participation ..................................... 26
               
ARTICLE III
       TERM LOANS .......................................................... 27
       Section   3.1     Term Loan Commitment; Use of Proceeds ............. 27
       Section   3.2     Notes; Interest; Repayment of Principal ........... 28

ARTICLE IV
       GENERAL LOAN TERMS .................................................. 29
       Section   4.1     Funding Notices ................................... 29
       Section   4.2     Disbursement of Funds ............................. 31
       Section   4.3     Interest .......................................... 33
       Section   4.4     Interest Periods .................................. 35
       Section   4.5     Fees .............................................. 36
       Section   4.6     Voluntary Prepayments of Borrowings ............... 38
       Section   4.7     Payments, etc ..................................... 39
       Section   4.8     Interest Rate Not Ascertainable, etc .............. 41
       Section   4.9     Illegality ........................................ 42
       Section   4.10    Increased Costs ................................... 43
       Section   4.11    Lending Offices ................................... 45
       Section   4.12    Funding Losses .................................... 46
       Section   4.13    Assumptions Concerning Funding of LIBOR
                         Advances and Term Loans ........................... 46
       Section   4.14    Apportionment of Payments ......................... 47
       Section   4.15    Sharing of Payments. Etc .......................... 47
       Section   4.16    Capital Adequacy .................................. 48
       Section   4.17    Benefits to Guarantors ............................ 48


                                        i
<PAGE>

       Section   4.18    Limitations on Certain Payment
                         Obligations ....................................... 48
       Section   4.19    Affected Lenders .................................. 49
       Section   4.20    Return of Payments ................................ 50

ARTICLE V
       CONDITIONS TO BORROWINGS ............................................ 50
       Section   5.1     Conditions Precedent to Initial Loans ............. 50
       Section   5.2     Conditions to All Loans ........................... 53
               
ARTICLE VI
       REPRESENTATIONS AND WARRANTIES ...................................... 54
       Section   6.1     Organization and Qualification .................... 54
       Section   6.2     Corporate Authority ............................... 55
       Section   6.3     Financial Statements .............................. 55
       Section   6.4     Tax Returns ....................................... 55
       Section   6.5     Actions Pending ................................... 56
       Section   6.6     Representations; No Defaults ...................... 56
       Section   6.7     Title to Properties; Capitalized Leases ........... 56
       Section   6.8     Enforceability of Agreement ....................... 57
       Section   6.9     Consent ........................................... 57
       Section   6.10    Use of Proceeds; Federal Reserve Regulations ...... 57
       Section   6.11    ERISA ............................................. 57
       Section   6.12    Subsidiaries ...................................... 58
       Section   6.13    Outstanding Debt .................................. 58
       Section   6.14    Conflicting Agreements ............................ 58
       Section   6.15    Environmental Matters ............................. 59
       Section   6.16    Possession of Franchises, Licenses, Etc ........... 60
       Section   6.17    Patents, Trademarks, Etc .......................... 60
       Section   6.18    Governmental Consent .............................. 61
       Section   6.19    Disclosure ........................................ 61
       Section   6.20    Insurance Coverage ................................ 61
       Section   6.21    Labor Matters ..................................... 62
       Section   6.22    Intercompany Loans; Dividends ..................... 62
       Section   6.23    Securities Acts ................................... 62
       Section   6.24    Investment Company Act; Holding Company ........... 62
       Section   6.25    Regulation G, Etc. ................................ 62
       Section   6.26    Changes in Financial Condition; Adverse
                         Developments ...................................... 63

ARTICLE VII
       AFFIRMATIVE COVENANTS ............................................... 63
       Section   7.1     Corporate Existence, Etc. ......................... 63
       Section   7.2     Compliance with Laws, Etc. ........................ 63
       Section   7.3     Payment of Taxes and Claims, Etc .................. 63
       Section   7.4     Keeping of Books .................................. 64
       Section   7.5     Visitation, Inspection, Etc. ...................... 64
       Section   7.6     Insurance; Maintenance of Properties .............. 64
       Section   7.7     Reporting Covenants ............................... 65
       Section   7.8     Financial Covenants ............................... 69
       Section   7.9     Notices Under Certain Other Indebtedness .......... 70


                                       ii
<PAGE>

       Section   7.10    Additional Guarantors ............................. 70
       Section   7.11    Fiscal Year ....................................... 71
       Section   7.12    Ownership of Guarantors ........................... 71
       Section   7.13    Subordination of Intercompany Loans. .............. 71

ARTICLE VIII
       NEGATIVE COVENANTS .................................................. 71
       Section   8.1     Liens ............................................. 71
       Section   8.2     Mergers, Acquisitions, Sales. Etc ................. 73
       Section   8.3     Investments, Loans, Etc. .......................... 73
       Section   8.4     Sale and Leaseback Transactions ................... 75
       Section   8.5     Transactions with Affiliates ...................... 75
       Section   8.6     Optional Prepayments .............................. 76
       Section   8.7     Changes in Business ............................... 76
       Section   8.8     ERISA ............................................. 76
       Section   8.9     Additional Negative Pledges ....................... 76
       Section   8.10    Limitation on Payment Restrictions
                         Affecting Consolidated Companies .................. 77
       Section   8.11    Use of Proceeds ................................... 77
       Section   8.12    Subsidiary Indebtedness. .......................... 77
       Section   8.13    Dividends ......................................... 77

ARTICLE IX
       EVENTS OF DEFAULT ................................................... 77
       Section   9.1     Payments .......................................... 77
       Section   9.2     Covenants Without Notice .......................... 77
       Section   9.3     Other Covenants ................................... 77
       Section   9.4     Representations ................................... 78
       Section   9.5     Non-Payments of Other Indebtedness ................ 78
       Section   9.6     Defaults Under Other Agreements ................... 78
       Section   9.7     Bankruptcy ........................................ 78
       Section   9.8     ERISA ............................................. 79
       Section   9.9     Money Judgment .................................... 79
       Section   9.10    Ownership of Credit Parties ....................... 80
       Section   9.11    Change in Control of Borrower ..................... 80
       Section   9.12    Default Under Other Credit Documents .............. 80
       Section   9.13    Attachments ....................................... 80
       Section   9.14    Default Under the Lease ........................... 80

ARTICLE X      
       THE AGENT ........................................................... 81
       Section   10.1    Appointment of Agent .............................. 81
       Section   10.2    Nature of Duties of Agent ......................... 81
       Section   10.3    Lack of Reliance on the Agent ..................... 82
       Section   10.4    Certain Rights of the Agent ....................... 82
       Section   10.5    Reliance by Agent ................................. 83
       Section   10.6    Indemnification of Agent .......................... 83
       Section   10.7    The Agent in its Individual Capacity .............. 83
       Section   10.8    Holders of Notes .................................. 84
       Section   10.9    Successor Agent ................................... 84


                                       iii
<PAGE>

ARTICLE XI
       MISCELLANEOUS ....................................................... 85
       Section   11.1    Notices ........................................... 85
       Section   11.2    Amendments, Etc ................................... 85
       Section   11.3    No Waiver; Remedies Cumulative .................... 86
       Section   11.4    Payment of Expenses, Etc. ......................... 86
       Section   11.5    Right of Setoff ................................... 88
       Section   11.6    Benefit of Agreement .............................. 88
       Section   11.7    Governing Law; Submission to Jurisdiction;
                         Waiver of Jury Trial .............................. 91
       Section   11.8    Independent Nature of Lenders' Rights ............. 92
       Section   11.9    Counterparts ...................................... 92
       Section   11.10   Effectiveness; Survival ........................... 93
       Section   11.11   Severability ...................................... 93
       Section   11.12   Independence of Covenants ......................... 93
       Section   11.13   Change in Accounting Principles, Fiscal           
                         Year or Tax Laws .................................. 93
       Section   11.14   Headings Descriptive; Entire Agreement ............ 94
       Section   11.15   Time is of the Essence ............................ 94
       Section   11.16   Usury ............................................. 94
       Section   11.17   Construction ...................................... 94
       Section   11.18   European Monetary Union ........................... 94
                

                                       iv
<PAGE>

                          [TO BE PROVIDED UPON REQUEST]

                                   SCHEDULES

       Schedule 6.1      Organization and Ownership of Subsidiaries
       Schedule 6.4      Tax Filings and Payments
       Schedule 6.5      Certain Pending and Threatened Litigation
       Schedule 6.7      Capitalized Lease Obligations
       Schedule 6.11     Employee Benefit Matters
       Schedule 6.13(a)  Outstanding Indebtedness
       Schedule 6.13(b)  Defaults Under Existing Indebtedness
       Schedule 6.14     Conflicting Agreements
       Schedule 6.15(a)  Environmental Compliance
       Schedule 6.15(b)  Environmental Notices
       Schedule 6.15(c)  Environmental Permits
       Schedule 6.15(d)  Equal Employment and Employee Safety
       Schedule 6.17     Patent, Trademark, License, and Other
                         Intellectual Property Matters
       Schedule 6.21     Labor and Employment Matters
       Schedule 6.22     Intercompany Loans
       Schedule 8.1      Existing Liens
       Schedule 8.3(c)   Existing Investments

                                    EXHIBITS

       Exhibit A         Form of Assignment, and Acceptance
       Exhibit B         Form of Subsidiary Guaranty Agreement
       Exhibit C         Form of Contribution Agreement
       Exhibit D         Form of Revolving Credit Note
       Exhibit E         Form of Term Note
       Exhibit F         Form of Closing Certificate
       Exhibit G         Form of Opinion of Borrower's Counsel
       Exhibit H         Form of Joinder to this Agreement
       Exhibit I         Form of Supplement to Subsidiary Guaranty Agreement
       Exhibit J         Form of Supplement to Contribution Agreement
       Exhibit K         Description of Headquarters Real Property
       Exhibit L         Form of Negative Pledge
       

                                       v
<PAGE>


                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

      THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of September 18,
1997 (the "Agreement") by and among PLANET HOLLYWOOD INTERNATIONAL, INC.
("Borrower"), a Delaware corporation, SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION, ("SunTrust") a national banking association, AMSOUTH BANK, a bank
organized under the laws of the State of Alabama, THE BANK OF NOVA SCOTIA, a
Canadian chartered bank, BANQUE PARIBAS, a foreign bank chartered under the laws
of France licensed to do business under the laws of New York, DAI-ICHI KANGYO
BANK, LIMITED, ATLANTA AGENCY, a banking corporation organized and existing
under the laws of Japan acting through its Atlanta, Georgia agency, THE FUJI
BANK AND TRUST COMPANY, a bank organized under the laws of the State of New
York, LLOYDS BANK PLC, a foreign bank chartered under the laws of the United
Kingdom, NATIONAL WESTMINSTER BANK PLC, a foreign bank chartered under the laws
of the United Kingdom, and THE SAKURA BANK, LIMITED, a foreign bank chartered
under the laws of Japan (collectively, the "Lenders" and, individually, a
"Lender"), and SunTrust as Agent for the Lenders and The Bank of Nova Scotia as
Documentation Agent.

                                   WITNESSETH:

      THAT for and in consideration of the mutual covenants made herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

                                    ARTICLE I

                            DEFINITIONS; CONSTRUCTION

      Section 1.1 Definitions. As used in this Agreement, and in any instrument,
certificate, document or report delivered pursuant thereto, the following terms
shall have the following meanings (to be equally applicable to both the singular
and plural forms of the term defined):

            "Adjusted Funded Debt" shall mean the sum of (i) Funded Debt and
(ii) the product of (A) seven (7) times (B) minimum operating lease obligations
for the next four quarters for the
<PAGE>

Borrower and its Subsidiaries, as determined in accordance with GAAP.

            "Advance" shall mean any principal amount advanced and remaining
outstanding at any time under the Revolving Loans which Advance shall be made or
outstanding as a Base Rate Advance or a LIBOR Advance.

            "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, Central Florida, National
Association, as agent for the Lenders hereunder and under the other Credit
Documents, and each successor Agent.

            "Agreement" shall mean this Revolving Credit and Term Loan
Agreement, either as originally executed or as it may be from time to time
supplemented, amendment, restated, renewed or extended and in effect.

            "Applicable Margin" shall mean the number of basis points designated
below based on the Borrower's ratio of Adjusted Funded Debt to Total Capital
("AFD/TC"), measured quarterly:

=======================================================================
                                        APPLICABLE MARGINS
                           --------------------------------------------
                           LIBOR/FOREIGN CURRENCY
AFD/TC                     RATE/LETTER OF CREDIT FEE     COMMITMENT FEE
-----------------------------------------------------------------------
>= 55%                            125 bp                   37.5 bp
-----------------------------------------------------------------------
>= 45% & < 55%                    lOO bp                    3O bp
-----------------------------------------------------------------------
>= 35% & < 45%                    75 bp                     25 bp
-----------------------------------------------------------------------
< = 35%                           5O bp                     2O bp
=======================================================================

            provided, however, that adjustments, if any, to the Applicable
            Margin based on changes in the Borrower's ratio of Adjusted Funded
            Debt to Total Capital as set forth above shall be calculated by the
            Agent quarterly, based upon the Borrower's quarterly financial
            statements, beginning with the Borrower's statements for the period
            ended March 29, 1997, and shall become effective for the next fiscal
            quarter following the quarter in which the Agent receives (or should
            have received) the financial statements reflecting such


                                        2
<PAGE>

            change in the Borrower's ratio of Adjusted Funded Debt to Total
            Capital occurred; and provided that the initial Applicable Margin
            for Revolving Loans which are LIBOR Advances shall be 75 basis
            points.

            "Asset Value" shall mean, with respect to any property or asset of
any Consolidated Company as of any particular date, an amount equal to the
greater of (i) the then book value of such property or asset as established in
accordance with GAAP, and (ii) the then fair market value of such property or
asset as determined in good faith by the board of directors of such Consolidated
Company.

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

            "Available Foreign Currency" shall mean, individually or
collectively, as the context shall require, each of the following currencies, if
offered and subject to availability to all Lenders: (i) Japanese Yen, (ii)
French Francs, (iii) German Deutsche Marks, (iv) United Kingdom Pounds Sterling,
(v) Spanish Pesetas, (vi) Italian Lira, and (vii) at the option of all Lenders,
any other currency which is freely transferrable and convertible into U.S.
Dollars; provided, however, no such other currency shall be included as an
Available Foreign Currency hereunder unless (A) the Borrower has submitted a
written request to the Agent and Lenders that it be so included and (B) the
Agent and all Lenders have agreed to such request.

            "Bankruptcy Code" shall mean The Bankruptcy Code of 1978, as amended
and in effect from time to time (11 U.S.C. ss.5101 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):

            with respect to the Revolving Loans the higher of (a) the rate which
            SunTrust Banks of Florida, Inc., ("SunTrust Banks") announces from
            time to time as its prime lending rate, as in effect from time to
            time (the "Prime Rate") or (b) the Federal Funds Rate, as in effect
            from time to time, plus one-half of one percent (0.50%) per annum.
            The Prime Rate is a reference rate and does not necessarily
            represent the lowest or best rate charged borrowing customers of any
            subsidiary bank of SunTrust Banks; any subsidiary of SunTrust Banks,
            including the


                                         3
<PAGE>

            Agent, may make commercial loans or other loans at rates of interest
            at, above or below the Prime Rate.

            "Base Rate Advance" shall mean any Loan or Advance made or
outstanding hereunder and bearing interest based on the Base Rate.

            "Base Rate Option" shall mean the option of the Borrower to select
an interest rate determined by reference to the Base Rate for any applicable
Interest Period for any Loan.

            "Borrowing" shall mean the incurrence by Borrower under the Facility
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 other than Saturday, Sunday and a
day on which commercial banks are required or authorized to be closed for
business in Orlando, Florida, or the State of New York or London, England;
provided, that in the case of an Advance as a LIBOR Loan in U.S. Dollars or a
Multicurrency Loan in an Available Foreign Currency, such day is also a day on
which dealings between banks are carried on in U.S. Dollar and Available Foreign
Currency deposits in the London interbank market.

            "Capitalized Lease Obligations" shall mean all lease obligations
which have been or are required to be, in accordance with GAAP, capitalized on
the books of the lessee.

            "CERCLA" has the meaning set forth in Section 6.15 of this
Agreement.

            "Closing Date" shall mean the date on or before September 18, 1997,
on which the initial Loans may be made and the conditions set forth in Section
5.1 are satisfied or waived in accordance with Section 11.2.

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

            "Commitment" shall mean, for any Lender at any time, its Revolving
Loan Commitment and Term Loan Commitment.

            "Commitment Fee" shall mean the fee payable by the Borrower to the
Agent for the account of and distribution to each Lender with respect to the
Commitments, in the amounts and at the times as provided in Section 4.5(b).


                                         4
<PAGE>

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

            "Consolidated EBIT" shall mean, for any fiscal period of the
Borrower, an amount equal to the sum of its Consolidated Net Income (Loss), plus
to the extent deducted in determining Consolidated Net Income (Loss) (i)
Consolidated Interest Expense and (ii) Consolidated Income Tax Expense.

            "Consolidated EBITDAR" shall mean, for any fiscal period of the
Borrower, an amount equal to the sum of its Consolidated EBITR, plus (i)
depreciation and (ii) amortization to the extent each is deducted in determining
Consolidated Net Loss (Income), determined on a consolidated basis in accordance
with GAAP, for such period.

            "Consolidated EBITR" shall mean, for any fiscal period of the
Borrower, an amount equal to the sum of its Consolidated EBIT plus Consolidated
Rental Expense.

            "Consolidated Funded Debt" shall mean, without duplication, all
Funded Debt of the Borrower and its Subsidiaries, on a consolidated basis plus
all Funded Debt of other entities or Persons, other than Subsidiaries, which has
been guaranteed by the Borrower or any Subsidiary or which is supported by a
letter of credit issued for the account of the Borrower or any Subsidiary.
Consolidated Funded Debt shall also include the redemption amount with respect
to any stock of the Borrower or its Subsidiaries required to be redeemed within
the next twelve months. 

            "Consolidated IR" shall mean, for any fiscal period of the Borrower,
an amount equal to the sum of its Consolidated Interest Expense plus
Consolidated Rental Expense.

            "Consolidated Interest Expense" shall mean, for any fiscal period of
Borrower, total interest expense (including without limitation, interest expense
attributable to capitalized leases in accordance with GAAP) of Borrower and its
Subsidiaries on a consolidated basis.

            "Consolidated Income Tax Expense" shall mean, for any fiscal period
of the Borrower, the aggregate of (i) all taxes based upon or measured by the
income of the Borrower and its Subsidiaries on a consolidated basis and (ii)
franchise taxes payable by the Borrower and its Subsidiaries on a consolidated
basis, determined in accordance with GAAP.

            "Consolidated Net Income (Loss)" shall mean, for any fiscal period
of Borrower, the consolidated net income (or loss) of Borrower and its
Subsidiaries for such period (taken as a


                                         5
<PAGE>

single accounting period); provided that there shall be excluded therefrom (i)
any items of gain or loss resulting from the sale of assets other than in the
ordinary course of business; and (ii) the income (or loss) of any party accrued
prior to the date such party becomes a Subsidiary of Borrower or is merged into
or consolidated with Borrower or any of its Subsidiaries, or such party's assets
are acquired by the Borrower or any of its Subsidiaries.

            "Consolidated Net Worth" shall mean, for any period of
determination, the Borrower's consolidated total assets less consolidated total
liabilities determined in accordance with GAAP.

            "Consolidated Rental Expense" shall mean for any fiscal period of
Borrower, total rental expense and operating lease expense of Borrower and its
Subsidiaries on a consolidated basis.

            "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.

            "Contribution Agreement" shall mean the Contribution Agreement
executed by each of the Guarantors in favor of the Lenders and the Agent,
substantially in the form of Exhibit C attached hereto, as the same may be
amended, restated or supplemented from time to time.

            "Credit Documents" shall mean, collectively, the Agreement, as
amended from time to time, the Notes, the Negative Pledge, the Guaranty
Agreements, and all other Guaranty Documents, together with all other documents,
agreements, certificates, schedules, notes, statements and opinions, however
described, referenced herein or delivered pursuant hereto or in connection with
or arising out of the Loans or the transactions contemplated by this Agreement.

            "Credit Parties" shall mean, collectively, each of Borrower, the
Guarantors, and every other Person who from time to time executes a Credit
Document with respect to all or any portion of the Obligations.

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

            "Default Rate" shall mean the higher of (i) Base Rate plus two
percent (2%), or (ii) the interest rate otherwise applicable to said amount
outstanding plus two percent (2%), but


                                         6
<PAGE>

in no event shall such interest rate exceed the highest lawful rate.

            "Documentation Agent" shall mean The Bank of Nova Scotia, a Canadian
chartered bank.

            "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 or any commercial finance or asset based lending
Affiliate of any such commercial bank, (ii) any Lender or any Affiliate of any
Lender and (iii) any other financial institution approved in writing by the
Agent and the Borrower.

            "Environmental Laws" shall mean all federal, state, local and
foreign statutes and codes or regulations, rules or ordinances issued,
promulgated, or approved thereunder, and having the force of laws, now or
hereafter in effect (including, without limitation, those with respect to
asbestos or asbestos containing material or exposure to asbestos or asbestos
containing material), relating to pollution or protection of the environment and
relating to public health and safety, including, without limitation, those
imposing liability or standards of conduct concerning (i) emissions, discharges,
releases or threatened releases of pollutants, contaminants, chemicals or
industrial toxic or hazardous materials, 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 (i) the Clean Air Act (42 U.S.C. ss.7401 et seq.),
(ii) the Clean Water Act (33 U.S.C. ss.1251 et seq.), (iii) the Resource
Conservation and Recovery Act (42 U.S.C. ss.6901 et seq.), (iv) the Toxic
Substances Control Act (15 U.S.C. ss.2601 et seq.) and (v) the Comprehensive
Environmental Response Compensation and Liability Act, as amended by the
Superfund Amendments and Reauthorization Act (42 U.S.C. ss.9601 et seq.).


                                         7
<PAGE>

            "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.

            "Event of Default" shall have the meaning set forth in Article IX.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any successor statute thereto.

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

            "Extension of Credit" shall mean the making of a Loan or the
conversion of a Loan of one Type into a Loan of another Type.

            "Facility" or "Facilities" shall mean the Revolving Loan Commitments
and Revolving Loans, the Letters of Credit and/or the Term Loan Commitments and
Term Loans, as the context may indicate.

            "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.

            "Fee Letter" shall mean that certain engagement letter, dated April
7, 1997, entered into by and among the Agent, the Borrower and SunTrust Capital
Markets, Inc., as amended by an Addendum thereto dated September 3, 1997.

            "Final Maturity Date" shall mean the date on which all Commitments
have been terminated and all amounts outstanding

                                         8

<PAGE>

under this Agreement have been declared or have automatically become due and
payable pursuant to the provisions of Article IX.

            "Fixed Charge Coverage Ratio" shall mean, as at the end of any
fiscal period of the Borrower, the ratio of (A) Consolidated EBITR to (B)
Consolidated IR.

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

            "Foreign Currency Rate" shall mean the offered rate for deposits in
the applicable Available Foreign Currency for a one, two or three month period
with respect to any Multicurrency Loan as quoted on the Telerate System
subscribed to by Agent, and which appears on Telerate Page 3750 of the Telerate
System Incorporated Service for German Deutsche Marks, Japanese Yen and United
Kingdom Pounds Sterling, and Telerate Page 3740 of the Telerate System
Incorporated Service for Italian Lira, French Francs and Spanish Pesetas (or
such other page of the Telerate System on which any applicable Available Foreign
Currency then appears), as of 11:00 a.m., London time, two (2) Business Days
prior to the beginning of the applicable Interest Period. If the one, two or
three month Foreign Currency Rate pertaining to an Available Foreign Currency is
unavailable on the Telerate System, then such rate shall be determined by and
based on any other interest rate reporting service of generally recognized
standing designated by the Agent to the Borrower. The Foreign Currency Rate may
be adjusted by the Agent for any applicable reserve requirements or withholding
taxes.

            "Foreign Subsidiary" shall mean a Subsidiary not organized under the
laws of any of the fifty (50) states of the United States of America or the
District of Columbia or the U.S. Virgin Islands or Puerto Rico, or that is
operating entirely outside of the United States.

            "Funded Debt" shall mean, without duplication, all indebtedness for
money borrowed, purchase money mortgages, capitalized leases, outstandings under
asset securitization vehicles, conditional sales contracts and similar title
retention debt instruments, including any current maturities of such
indebtedness, which by its terms matures more than one year from the date of any
calculation thereof and/or which is renewable or extendable at the option of the
obligor to a date beyond one year from such date. The calculation of Funded Debt
shall include all Funded Debt of the Borrower and its subsidiaries, plus all
Funded Debt of other entities or persons, other than subsidiaries, which has
been guaranteed by the Borrower or any subsidiary or which is supported by a
letter of credit issued for the account of the Borrower or any subsidiary,
except the guaranties to be executed


                                         9
<PAGE>

by the Borrower in connection with the Lease. Funded Debt shall also include the
redemption amount with respect to any stock of the Borrower or its Subsidiaries
required to be redeemed within the next twelve months.

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

            "Guaranteed Indebtedness" shall mean, as to any Person, any
obligation of such Person guaranteeing any indebtedness, lease, dividend, or
other obligation ("primary obligation") of any other Person (the "primary
obligor") in any manner including, without limitation, any obligation or
arrangement of such Person (a) to purchase or repurchase any such primary
obligation, (b) to advance or supply funds (i) for the purchase or payment of
any such primary obligation or (ii) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet condition of the primary obligor, (c) to purchase
property, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make
payment of such primary obligation, or (d) to indemnify the owner of such
primary obligation against loss in respect thereof.

            "Guarantors" shall mean each and all of the Borrower's Material
Subsidiaries other than Foreign Subsidiaries.

            "Guaranty Agreements" shall mean, collectively, the Subsidiary
Guaranty Agreement executed by each of the Guarantors in favor of the Lenders
and the Agent, substantially in the form of Exhibit B attached hereto as the
same may be amended, restated or supplemented from time to time, and the
Contribution Agreement executed by each of the Guarantors, substantially in the
form of Exhibit C, as the same may be amended, restated or supplemented from
time to time.

            "Guaranty Documents" shall mean, collectively, the Guaranty
Agreements, and each other guaranty agreement, mortgage, deed of trust, security
agreement, pledge agreement, or other security or collateral document
guaranteeing or securing the Obligations, as the same may be amended, restated,
or supplemented from time to time, and the Contribution Agreements executed by
each of the Guarantors, as the same may be amended, restated or supplemented
from time to time.


                                        10
<PAGE>

            "Hazardous Substances" has the meaning assigned to that term in
CERCLA.

            "Headquarters Facility" shall mean the approximately 106,000 square
foot corporate headquarters building and the approximately 80,000 square foot
warehouse building being constructed on the Headquarters Real Property.

            "Headquarters Real Property" shall mean the real property located in
Orange County, Florida, and more particularly described in Exhibit K attached
hereto.

            "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 rental obligations under leases required to be
capitalized under GAAP; (iii) all Guaranteed Indebtedness of such Person
(including contingent reimbursement obligations under undrawn letters of
credit); (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 hedging contracts, or similar agreements
or combinations thereof.

            "Intercompany Loans" shall mean, collectively, (i) the loans or
advances more particularly described on Schedule 6.22, (ii) those loans,
advances or other extensions of credit made by the Borrower or any Guarantor to
another Guarantor and (iii) those loans, advances or other extensions of credit
made by any Consolidated Company to another Consolidated Company as may be
approved in writing by the Agent and the Required Lenders.

            "Interest Period" shall mean the period selected by the Borrower
from time to time and which shall be (i) with respect to LIBOR Advances, 1, 2, 3
or 6 months, and (ii) with respect to Multicurrency Loans, 1, 2 or 3 months;
provided, that (a) the first day of an Interest Period must be a Business Day,
(b) any Interest Period that would otherwise end on a day that is not a Business
Day for LIBOR Loans shall be extended to the next succeeding Business Day for
LIBOR Loans, unless such Business Day falls in the next calendar month, in which
case the Interest Period shall end on the next preceding Business Day for LIBOR
Loans, and (c) Borrower may not elect an Interest Period which would extend
beyond the Termination Date.

            "Investment" shall mean, when used with respect to any Person, any
direct or indirect advance, loan or other extension


                                        11
<PAGE>

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.

            "Lease" shall mean the lease to be entered into by and between
Atlantic Financial Group, Ltd., as the Lessor, and the Borrower, as the Lessee,
with respect to the New York Restaurant.

            "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 11.6.

            "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" means a Standby Letter of Credit.

            "Letter of Credit Application" means an application to the Agent for
the issuance of a Letter of Credit in form and substance satisfactory to the
Agent.

            "Letter of Credit Fees" shall mean the fees payable by the Borrower
with respect to each Letter of Credit issued hereunder, in the amounts and at
the times as set forth in Section 4.5(c) and (d).

            "Letter of Credit Obligation" means, in respect of each Letter of
Credit, the undrawn face amount of such Letter of Credit, plus the aggregate
amount of all unreimbursed draws in respect of such Letter of Credit.

            "Letter of Credit Obligations" means the sum of all Letter of Credit
Obligations.

            "LIBOR" shall mean, for any Interest Period, the offered rates for
deposits in U.S. Dollars for a period comparable to the Interest Period
appearing on the Telerate System subscribed to by the Agent, and which appears
on Telerate Page 3750 as of 11:00 a.m., London time, on the day that is two (2)
Business Days prior to the first day of the Interest Period. If at least two
such rates appear on Telerate Page 3750, the rate for that Interest Period will
be the arithmetic mean of such rates, rounded, if necessary, to the next higher
1/16 of 1.0%; and in either case as such rates may be adjusted for any


                                        12
<PAGE>

applicable reserve requirements. If the foregoing rate is unavailable from the
Telerate System for any reason, then such rate shall be determined by the Agent
from any other interest rate reporting service of recognized standing designated
in writing by the Agent to Borrower and the 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.

            "LIBOR Advance" shall mean an Advance made or outstanding as a
Revolving Loan and bearing interest based on LIBOR.

            "LIBOR Loan" shall mean any Loan hereunder which bears interest at a
rate based on LIBOR plus the Applicable Margin.

            "LIBOR Option" shall mean the option of the Borrower to select an
interest rate determined by reference to LIBOR for any applicable Interest
Period for any Loan.

            "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind or description and shall include,
without limitation, any agreement to give any of the foregoing, any conditional
sale or other title retention agreement, any capitalized lease in the nature
thereof including any lease or similar arrangement with a public authority
executed in connection with the issuance of industrial development revenue bonds
or pollution control revenue bonds, and the filing of or agreement to give any
financing statement under the Uniform Commercial Code of any jurisdiction.

            "Loans" shall mean, collectively, the Revolving Loans and the Term
Loans.

            "Material Subsidiary" shall mean (i) each Credit Party other than
Borrower and (ii) each other Subsidiary of Borrower, now existing or hereafter
established or acquired, that at any time prior to the Final Maturity Date,
either has or acquires total assets having a book value equal to or greater than
five percent (5%) of the book value of the total assets of the Borrower, or that
accounted for or produced more than 5% of the Consolidated EBITR of Borrower on
a consolidated basis during any of the most recently completed immediately
preceding four quarterly periods of the Borrower.

            "Materially Adverse Effect" shall mean a material adverse effect
upon, or a material adverse change in, any of the (i) business, results of
operations, properties, or financial condition or prospects of the Consolidated
Companies taken as a whole, (ii) legality, validity, binding effect or
enforceability of any Credit Document, or (iii) ability of the Credit Parties to
perform their obligations under the Credit Documents.


                                        13
<PAGE>

            "Maturity Date" shall mean, with respect to the Term Loan, the
earlier of (i) May 16, 1999, (ii) 365 Days after the issuance of a certificate
of occupancy for the Headquarters Facility, or (iii) the occurrence of an Event
of Default; or such later date as may be approved by the Agent and the Lenders,
in their sole discretion.

            "Maximum Letter of Credit Amount" shall mean $5,000,000.00.

            "Maximum Multicurrency Loan Amount" shall mean the U.S. Dollar
Equivalent of $50,000,000.00.

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

            "Multicurrency Loans" shall mean Revolving Loans made in an
Available Foreign Currency and bearing interest at the Foreign Currency Rate
plus the Applicable Margin.

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

            "Negative Pledge" shall mean the Agreement Not to Sell, Mortgage or
Encumber Real Property executed by Corner Enterprises, Inc., a Subsidiary of the
Borrower, in favor of the Agent and the Lenders with respect to the Headquarters
Real Property in the form of Exhibit L attached hereto.

            "New York Restaurant" shall mean a restaurant site in New York City
at the corner of Broadway and 47th Street in Times Square, consisting of a
condominium on the ground floor of a hotel building.

            "Note" or "Notes" shall mean, individually, or collectively, as the
context may require, any of the Revolving Credit Notes and/or the Term Notes,
either as originally executed or as the same may be from time to time
supplemented, modified, amended, renewed, extended or replaced.

            "Notice of Borrowing" shall have the meaning provided in Section
4.1.

            "Notice of Conversion/Continuation" shall have the meaning provided
in Section 4.1.

            "Obligations" shall mean all amounts owing to the Agent 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),


                                        14
<PAGE>

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 the office of the Agent located at 200
S. Orange Avenue, Orlando, Florida; or such other location as may be designated
by the Agent from time to time in writing.

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

            "Persons" shall mean and shall include an individual, a partnership,
a joint venture, a corporation, a limited liability company, a trust, an
unincorporated association, a government or any department or agency thereof and
any other entity whatsoever.

            "Plan" shall mean any employee benefit plan, program, arrangement,
practice or contract, maintained by or on behalf of the Borrower or an ERISA
Affiliate, which provides benefits or compensation to or on behalf of employees
or former employees, whether formal or informal, whether or not written,
including but not limited to the following types of plans:

            (i) Executive Arrangements - any bonus, incentive compensation,
      stock option, deferred compensation, commission, severance, "golden
      parachute", "rabbi trust", or other executive compensation plan, program,
      contract, arrangement or practice;

            (ii) ERISA Plans - 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;

            (iii) Other Employee Fringe Benefits - any stock purchase, vacation,
      scholarship, day care, prepaid legal services, severance pay or other
      fringe benefit plan, program, arrangement, contract or practice.

            "Pro Rata Share" shall mean, with respect to the Commitment of each
Lender, each Letter of Credit and each Loan to be made by and each payment
(including, without limitation, any payment of principal, interest or fees) to
be made to each


                                        15
<PAGE>

Lender, the percentage designated as such Lender's Pro Rata Share of such
Commitment, such Loans, Letter of Credit or such payments, as applicable, set
forth under the name of such Lender on the respective signature page for such
Lender, 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.

            "Refinanced Indebtedness" shall mean the outstanding balance on the
Closing Date under the $20,000,000.00 term loan extended to the Borrower by
SunTrust.

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

            "Required Lenders" shall mean, at any time, Lenders holding at least
sixty-six and two-thirds percent (66 2/3%) of the then aggregate amount of the
Commitments.

            "Requirement of Law" for any Person shall mean the articles or
certificate of incorporation and by-laws 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.

            "Revolving Credit Notes" shall mean, collectively, the promissory
notes evidencing the Revolving Loans in the form attached hereto as Exhibit D,
either as originally executed or as the same may from time to time be
supplemented, modified, amended, renewed, extended or replaced.

            "Revolving Loans" shall mean, collectively, the revolving credit
loans made to Borrower by the Lenders pursuant to Section 2.1, including
Multicurrency Loans.

            "Revolving Loan Commitment" shall mean, at any time for any Lender,
the amount of such commitment set forth under such Lender's name on the
signature pages hereof, as the same may be increased or decreased from time to
time as a result of any reduction thereof pursuant to Section 2.3, any
assignment thereof pursuant to Section 11.6, or any amendment thereof pursuant
to Section 11.2, which amount shall include such Lender's Revolving Loans.

            "S & P" shall mean the Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies, and its successors and assigns.


                                        16
<PAGE>

            "Spot Rate" for an Available Foreign Currency shall mean the rate
quoted to the Agent as the Spot Rate for the purchase of such currency with
another currency through the Agent's foreign exchange trading office at
approximately 11:00 a.m. (New York time) on the date when foreign exchange
settlement between the two currencies would normally occur.

            "Standby Letter of Credit" means any letter of credit having terms
described in Section 2.4 and issued in response to a Letter of Credit
Application.

            "Standby Letter of Credit Obligation" shall mean the sum of the
undrawn face amount of each Standby Letter of Credit plus the aggregate amount
of all drawings not paid pursuant to Section 2.6(b) in respect of each Standby
Letter of Credit.

            "Subordinated Debt" shall mean Indebtedness of Borrower and its
Subsidiaries subordinated to all obligations of Borrower and its Subsidiaries or
any other Credit Party arising under this Agreement, the Notes, and the Guaranty
Agreements on terms and conditions satisfactory in all respects to the Agent and
the Required 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 and Required Lenders.

            "Subsidiary" shall mean, with respect to any Person, any corporation
or other entity (including, without limitation, partnerships, joint ventures,
limited liability companies 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.

            "Syndicate Revolving Loan" shall mean, collectively, the Revolving
Loans made to Borrower hereunder.

            "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.


                                        17
<PAGE>

            "Telerate" shall mean, when used in connection with any designated
page and LIBOR or Foreign Currency Rate, the pages so designated on the Telerate
System Incorporated Service for British Bankers Association LIBOR Rates for U.S.
Dollars or the applicable Available Foreign Currency (or such other page as may
replace that page on that service for the purpose of displaying the rates at
which U.S. Dollars or the applicable Available Foreign Currency are offered by
leading banks in the London interbank deposit market).

            "Term Loan Commitment" shall mean at any time for any Lender, the
amount of such commitment set forth under such Lender's name on the signature
pages hereof, as the same may be decreased from time to time as a result of any
reduction thereof, any assignment thereof pursuant to Section 11.6, or any
amendment thereof pursuant to Section 11.2, which amount shall include such
Lender's Term Loans.

            "Term Loans" shall mean, collectively, the term loans made to
Borrower by the Lenders pursuant to Section 3.1.

            "Term Notes" shall mean, collectively the promissory notes
evidencing the Term Loans in the form attached hereto as Exhibit E, either as
originally executed or as the same may from time to time be supplemented,
modified, amended, renewed, extended or replaced.

            "Termination Date" shall mean, with respect to Revolving Loans,
including Revolving Loans arising out of a draw on a Letter of Credit, the
earlier to occur of (i) September 18, 2000 or (ii) an Event of Default (unless
waived or cured); or such later date as may be approved by the Agent and the
Lenders, in their sole discretion

            "Total Capital" shall mean the sum of Adjusted Funded Debt and
Consolidated Net Worth.

            "Total Commitment" shall mean for any Lender at any time, the sum of
such Lender's Revolving Loan Commitment and the outstanding amount of such
Lender's Term Loan and "Total Commitments" shall mean for all Lenders at any
time, the sum of the Total Commitments of all Lenders as such Total Commitments
may be reduced by voluntary reduction, prepayment or nonrenewal of a Lender's
Commitment as provided herein.

            "Total Revolving Loan Commitment" shall mean the sum of the
Revolving Loan Commitments of all the Lenders, as reduced from time to time as
provided herein.

            "Type" of Borrowing shall mean a Borrowing consisting of Base Rate
Advances or LIBOR Advances.


                                        18
<PAGE>

            "Up Front Fee" shall mean the one-time, non-refundable fee payable
by the Borrower to the Lenders on the Closing Date, which shall be in the
amounts set forth in Section 4.5(f), based on the sum of the Revolving Loan
Commitment and Term Loan Commitment of each Lender.

            "U.S. Dollar Equivalent" shall mean the equivalent in U.S. Dollars
of any Multicurrency Loan made in an Available Foreign Currency converted using
(i) the Spot Rate determined by the Agent on the date of the fixing of the
Foreign Currency Rate or (ii) with respect to Section 2.2(c), the Spot Rate on
the last Business Day of the calendar quarter.

            "Wholly Owned Subsidiary" shall mean any Subsidiary, all the stock
or ownership interest of every class of which, except directors' qualifying
shares, shall, at the time as of which any determination is being made, be owned
by Borrower either directly or indirectly.

      Section 1.2 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 1.3 Other Definitional Provisions.

      (a)   Except as otherwise specified herein, references herein to any
            agreement or contract defined or referred to herein shall be deemed
            a reference to any such agreement or contract (and in the case of
            any instrument, any other instrument issued in substitution
            therefor) as the terms thereof may have been or may be amended,
            supplemented, waived or otherwise modified from time to time.

      (b)   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.

      (c)   The singular pronoun, when used in this Agreement, shall include the
            plural and neuter shall include the masculine and the feminine.

      (d)   All terms defined in this Agreement shall have the defined meanings
            when used in any Note or, except as


                                        19
<PAGE>

            otherwise expressly stated herein, any certificate, opinion, or
            other document delivered pursuant hereto.

      Section 1.4 Exhibits and Schedules. All Exhibits and Schedules attached
hereto are by reference made a part hereof.

                                   ARTICLE II

                       REVOLVING LOANS; LETTERS OF CREDIT

      Section 2.1 Commitment; Use of Proceeds.

            (a) Subject to and upon the terms and conditions herein set forth,
      each Lender severally agrees from time to time on and after the Closing
      Date, but prior to the Termination Date, (i) to make the Revolving Loans
      as provided in this Section 2.1 and (ii) to purchase participations in
      Standby Letters of Credit issued by the Agent for the account of the
      Borrower as provided in Section 2.8. Borrower shall be entitled to repay
      and reborrow Revolving Loans in accordance with the provisions hereof.

            (b) The sum of (i) the aggregate unpaid principal amount of any
      Lender's Revolving Loans outstanding, plus (ii) the aggregate amount of
      such Lender's participations in Letter of Credit Obligations, shall not
      exceed at any time such Lender's Revolving Loan Commitment.

            (c) The sum of (i) the aggregate unpaid principal amount of all
      Revolving Loans, plus (ii) the aggregate amount of all Standby Letter of
      Credit Obligations, shall not exceed at any time the Total Revolving Loan
      Commitment.

            (d) The aggregate amount of all Standby Letter of Credit Obligations
      shall not exceed at any time the Maximum Letter of Credit Amount.

            (e) The aggregate U.S. Dollar Equivalent amount of all Multicurrency
      Loans shall not exceed at any time the Maximum Multicurrency Loan Amount.

            (f) 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 Syndicate Revolving Loans (as Base Rate Advances or
      LIBOR Advances). The aggregate principal amount of each Borrowing of
      Syndicate Revolving Loans comprised of LIBOR Advances or Multicurrency
      Loans shall be not less than $2,000,000 or a greater integral multiple of
      $500,000 (Multicurrency Loans shall be in an Available Foreign Currency of
      which the U.S. Dollar


                                        20
<PAGE>
      Equivalent is equal to not less than such amount(s)) and the aggregate
      principal amount of each Borrowing of Syndicated Revolving Loans comprised
      of Base Rate Advances shall be not less than $1,000,000.00 or a greater
      integral multiple of $100,000.00. At no time shall the number of
      Borrowings of Syndicate Revolving Loans comprised of LIBOR Advances,
      outstanding under this Article II exceed eight (8); provided that, for the
      purpose of determining the minimum amount for Borrowings resulting from
      conversions or continuations, all Borrowings of Base Rate Advances under
      this Facility shall be considered as one Borrowing. At no time shall the
      number of Multicurrency Loans outstanding under this Article II exceed six
      (6). The parties hereto agree that (i) the aggregate principal balance of
      the Revolving Loans of the Lenders as a group shall not exceed the sum of
      the Revolving Loan Commitments for each Lender and (ii) no Lender shall be
      obligated to make Syndicate Revolving Loans in excess of the Revolving
      Loan Commitment of such Lender.

            (g) The proceeds of Revolving Loans shall be used for the following
      purposes:

                  (i) For working capital and for other general corporate
            purposes, including acquisitions and capital expenditures of the
            Consolidated Companies;

                  (ii) To pay all transaction fees and expenses incurred in
            connection with this financing including costs and expenses,
            including the Up Front Fee, attorneys' fees of the Lenders, and,
            with the written consent of the Agent, costs and expenses, including
            attorneys' fees, of the Borrower; and

                  (iii) To pay other fees to the Agent or Lenders from time to
            time under this Agreement including Commitment Fees, Letter
            of Credit Fees and any other administrative fees due the Agent.

      Section 2.2 Notes; Repayment of Principal.

            (a) Borrower's obligations to pay the principal of, and interest on,
      the Syndicate 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 assignee of such Lender) completed in
      conformity with this Agreement.


                                        21
<PAGE>

            (b) All outstanding principal amounts under the Revolving Loans
      shall be due and payable in full on the Termination Date.

            (c) If the aggregate U.S. Dollar Equivalent of Borrowings
      outstanding under this Article II consisting of Multicurrency Loans
      exceeds the Maximum Multicurrency Amount by more than ten percent (10%)
      for any reason, including fluctuations in the value of the Available
      Foreign Currency in which such Loans were made, the Borrower shall, within
      three (3) Business Days of demand therefor by the Agent, make a payment
      to the Agent of principal on the Multicurrency Loans sufficient to bring
      the aggregate outstanding balance of all Multicurrency Loans down to an
      amount which does not exceed the Maximum Multicurrency Amount.

      Section 2.3 Voluntary Reduction of Revolving Loan 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 Revolving Loan Commitments, in part or in whole,
provided that (i) any such termination shall apply to reduce proportionately and
permanently the Revolving Loan Commitments of each of the Lenders, (ii) any
partial termination pursuant to this Section 2.3 shall be in an amount of at
least $5,000,000 and integral multiples of $1,000,000, and (iii) no such
reduction shall be permitted if prohibited or without payment of all costs
required to be paid hereunder with respect to a prepayment. If the aggregate
outstanding amount of the Revolving Loans exceeds the amount of the Revolving
Loan Commitments as so reduced, Borrower shall immediately repay the Revolving
Loans for the ratable account of the Lenders by an amount equal to such excess,
together with all accrued but unpaid interest on such excess amount and any
amounts due under Section 4.12 hereof.

      Section 2.4 Letters of Credit. Upon the terms and subject to the
conditions of this Agreement, from the Closing Date to but excluding the
Termination Date, the Agent shall issue Standby Letters of Credit for the
account of the Borrower or the joint account of the Borrower and any Guarantor,
and each Lender shall thereupon be deemed to have purchased a participation in
each such Letter of Credit as provided in Section 2.8. Each Standby Letter of
Credit shall (i) have an expiration date not later than the earlier of (A) 365
days after the date of issuance of such Letter of Credit (which may include any
provision providing for the automatic extension of the term of such Letter of
Credit for an additional period of time beyond 365 days after the date of
issuance), or (B) the Termination Date, and (ii) be used for any corporate
purpose allowed under this Agreement including, without limitation, to secure
any surety bond or any self-insurance program of the Borrower.


                                        22
<PAGE>

      Section 2.5 Manner of Issuance. The Borrower shall forward a Letter of
Credit Application in the appropriate form to the Agent at the address specified
on the Letter of Credit Application prior to noon (Orlando, Florida time) at
least two Business Days before the requested date of issuance of a Letter of
Credit. The Agent shall provide to each Lender within ten (10) Business Days of
its issuance a copy of each Letter of Credit issued hereunder and shall give
each Lender a written (which may be by telecopier) report of all Letters of
Credit outstanding hereunder on a monthly basis. In the event there is a
conflict between any provision in the Letter of Credit Application and this
Agreement, the terms and provisions of this Agreement will prevail.

      Section 2.6 Drawings Under Letters of Credit.

            (a) Upon receipt by the Agent of any draft upon, or other notice of
      drawing under, a Letter of Credit, the Agent shall promptly give the
      Borrower written or telephone notice of the amount of such draft, of the
      Letter of Credit against which it is drawn and of the date upon which the
      Agent proposes to honor such draft.

            (b) Subject to the following sentence, the Borrower shall pay to the
      Agent for the ratable account of the Lenders the amount of each drawing
      under a Letter of Credit on the date of such drawing. Subject to the
      requirement contained in Section 2.1, the Borrower may elect to repay the
      amount of such drawing with the proceeds of a Revolving Loan by delivering
      a Notice of Borrowing complying with Section 4.1 hereof.

            (c) The amount of any drawing under a Letter of Credit that is not
      paid on the date of drawing pursuant to subsection (b) of this Section 2.6
      shall bear interest, payable on demand, from the date of such drawing
      until paid, at a rate per annum equal to the Default Rate.

            (d) The Borrower agrees that it shall be indebted to each Lender in
      an amount equal to the amount of each drawing paid by the Agent for the
      account of such Lender in accordance with the provisions of this Section
      2.6.

      Section 2.7 General Provisions as to Letters of Credit.

            (a) Limitation on Agent's Duty to Issue. The Agent shall have no
      obligation to issue any Letter of Credit if (i) the aggregate undrawn face
      amount of Letters of Credit outstanding, after giving effect to the
      issuance of such Letter of Credit, would exceed any


                                        23

<PAGE>

      limit imposed on the Agent or any Lender by, or if the issuance of such
      Letter of Credit would otherwise cause a violation of, applicable law or
      any regulatory directive, interpretation or request, to which the Agent or
      such Lender is subject; or (ii) such issuance would cause the Maximum
      Letter of Credit Amount to be exceeded; or (iii) the issuance thereof
      would exceed the limits provided in Section 2.1 above.

            (b) Borrower's Obligations Absolute. The obligation of the Borrower
      to reimburse the Agent for the account of the Lenders, for each drawing
      under a Letter of Credit shall be irrevocable, shall not be subject to any
      qualification or exception whatsoever and shall be binding in accordance
      with the terms and conditions of this Agreement under all circumstances,
      including, without limitation, the following circumstances:

                  (i) any lack of validity or enforceability of this Agreement
            or any of the other Credit Documents;

                  (ii) the existence of any claim, set-off, defense or right
            which the Borrower may have at any time against a beneficiary of any
            Letter of Credit or any transferee of any Letter of Credit (or any
            person for whom any such transferee may be acting), the Agent, the
            Lenders or any other Person, whether in connection with this
            Agreement, or any Letter of Credit, the transactions contemplated
            herein or any unrelated transactions;

                  (iii) any draft, certificate or any other document presented
            under any Letter of Credit proving to be forged, fraudulent, invalid
            or insufficient (unless, in each case, manifestly so) in any respect
            or any statement therein being untrue or inaccurate in any respect;

                  (iv) the surrender or impairment of any security for the
            performance or observance of any of the terms of this Agreement or
            the other Credit Documents;

                  (v) any failure of the Agent to provide notice to the Borrower
            of any drawing under any Letter of Credit; or

                  (vi) the occurrence or continuance of any Default.


                                       24
<PAGE>

            (c) Limitation of Liability With Respect to Letters of Credit. As
      among the Borrower, any Guarantors, the Lenders, and the Agent, the
      Borrower and the Guarantors assume all risks of the acts and omissions of,
      or misuse of any Letter of Credit by the beneficiaries of such Letter of
      Credit. Without limiting the foregoing, neither the Agent nor the Lenders
      shall be responsible for:

                  (i) subject to clause (c) (iii), the form, validity,
            sufficiency, accuracy, genuineness or legal effect of any draft,
            demand, application or other documents submitted by any party in
            connection with any Letter of Credit (but not including the Letter
            of Credit itself), even if such document should in fact prove to be
            in any and all respects invalid, insufficient, inaccurate,
            fraudulent or forged;

                  (ii) the validity, genuineness or sufficiency of any
            instrument transferring or assigning or purporting to transfer or
            assign a 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) failure of the beneficiary of a Letter of Credit to
            comply fully with the conditions required in order to draw upon such
            Letter of Credit to the extent that the documents presented in
            connection with a drawing manifestly comply with the terms of the
            Letter of Credit;

                  (iv) errors, omissions, interruptions or delays in
            transmission or delivery of any messages by mail, cable, telegraph,
            telex or otherwise, whether or not they be in cipher;

                  (v) errors in interpretations of technical terms;

                  (vi) any loss or delay in the transmission or otherwise of any
            document required to make a drawing under any Letter of Credit or
            with respect to the proceeds thereof;

                  (vii) the misapplication by the beneficiary of a Letter of
            Credit or of the proceeds of any drawing under such Letter of
            Credit; or

                  (viii) any consequences arising from causes beyond the control
            of the Agent or the Lenders, including, without limitation, any act
            or


                                       25
<PAGE>

            omission, rightfully or wrongfully of any present or future
            governmental authority.

None of the above circumstances shall affect, impair or prevent the vesting of
any of the Agent's and the Lenders' rights or powers under this Section.

      Section 2.8 Participation.

            (a) Simultaneously with the issuance by the Agent of any Letter of
      Credit, each Lender shall be deemed to have irrevocably and
      unconditionally purchased and received from the Agent without recourse or
      warranty, an undivided interest and participation in such Letter of Credit
      (including, without limitation, all obligations of the Borrower with
      respect thereto) and any security therefor or guaranty pertaining thereto,
      equal to such Lender's Pro Rata Share of such Letter of Credit.

            (b) Each Lender hereby agrees that it shall pay to the Agent, prior
      to 11:00 a.m. (local time for the Agent) on the date of each Letter of
      Credit drawing such Lender's Pro Rata Share of such Letter of Credit
      drawing; provided, that if the Borrower should pay in full or in part any
      Letter of Credit drawing on the date thereof with the proceeds of a
      Revolving Loan, the obligation of each Lender to pay to the Agent pursuant
      to this Section with respect to such drawing shall be reduced by an amount
      equal to such Lender's Pro Rata Share of such payment by the Borrower that
      is received by the Agent. Amounts paid in excess of the net amount so owed
      shall promptly be refunded by the Agent to such Lender.

            (c) The obligation of each Lender to pay to the Agent its Pro Rata
      Share of each Letter of Credit drawing, or of the amount thereof not
      repaid by the Borrower as described above, shall be irrevocable,
      unconditional, shall not be subject to any qualification or exception
      whatsoever and shall be binding in accordance with the terms and
      conditions of this Agreement under all circumstances, including, without
      limitation, the following circumstances:

                  (i) any lack of validity or enforceability of this Agreement;

                  (ii) the existence of any claim, set-off, defense or other
            right which the Borrower or any Lender may have at any time against
            the other, the Agent, any Lender or any other Person, whether in


                                       26
<PAGE>

            connection with this Agreement, the transactions contemplated herein
            or any unrelated transactions;

                  (iii) any draft or any other document presented under this
            Agreement proving to be forged, fraudulent, invalid or insufficient
            in any respect or any statement therein being untrue or inaccurate
            in any respect;

                  (iv) the surrender or impairment of any security for the
            performance or observance of any of the terms of this Agreement; or

                  (v) the occurrence or continuance of any Default.

            (d) If any Lender shall fail to pay the amount of its participation
      in a Letter of Credit drawing on the date such amount is due in accordance
      with subparagraph (b) above, the Agent shall be deemed to have advanced
      funds on behalf of such Lender. Each such advance shall be secured by such
      Lender's participation interest, and the Agent shall be subrogated to such
      Lender's rights hereunder in respect thereof. Such advance may be repaid
      by application by the Agent of any payment which such Lender is otherwise
      entitled to receive under this Agreement. Any amount not paid by such
      Lender to the Agent hereunder shall bear interest for each day from the
      day such payment was due until such payment shall be paid in full at a
      rate per annum equal to the highest rate then payable by the Borrower
      under this Agreement.

                                   ARTICLE III

                                   TERM LOANS

      Section 3.1 Term Loan Commitment; Use of Proceeds.

            (a) Subject to and upon the terms and conditions herein set forth,
      each Lender severally agrees to make to Borrower on the Closing Date a
      Term Loan in the aggregate amount equal to such Lender's Term Loan
      Commitment. No Lender shall be obligated to make Term Loans in excess of
      the Term Loan Commitment of such Lender.

            (b) The proceeds of the Term Loans made on the Closing Date shall be
      used solely to repay the Refinanced Indebtedness, the proceeds of which
      have


                                       27
<PAGE>

      been or will be used solely to finance the construction of the
      Headquarters Facility.

      Section 3.2 Notes; Interest; Repayment of Principal.

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

            (b) Term Loans shall bear interest at the rates set forth in Section
      4.3, as selected by the Borrower from time to time, and shall be payable
      as set forth in Section 4.3. The Borrower shall give the Agent written
      notice prior to the Closing Date of the requested interest rate for the
      Term Loans, and if the LIBOR Option is chosen, the Interest Period to be
      applicable thereto. Thereafter, the Borrower shall give the Agent notice
      (a "Notice of Selection of Interest Rate") at its Lending Office no later
      than (i) 11:00 a.m. (local time for the Agent) on the Business Day on
      which the applicable Interest Period terminates in the case of the
      exercise of the Base Rate Option and (ii) 11:00 a.m. (local time for the
      Agent) three (3) Business Days prior to the termination of the applicable
      Interest Period in the case of the exercise of the LIBOR Option, which
      notice shall specify (A) the selected interest rate for the succeeding
      Interest Period and (B) in the case of the exercise of the LIBOR Option,
      the Interest Period to be applicable thereto. Notices received after the
      times set forth above shall be deemed received on the next Business Day.
      If any Term Loan remains unpaid upon the expiration of any Interest Period
      and the Borrower has not given the Agent a Notice of Selection of Interest
      Rate as provided in this paragraph (b), such Term Loan shall, effective as
      of the first day after the expiration of such Interest Period, accrue
      interest at the rate determined by reference to the Base Rate. Thereafter,
      subject to the limitations set forth in this Agreement, the Borrower may,
      by giving the Agent an appropriate Notice of Selection of Interest Rate,
      together with the requested Interest Period, if applicable, exercise the
      LIBOR Option for any designated Interest Period for any Term Loan as of a
      date designated by the Borrower, which date shall be no earlier than a
      date two Business Days after the receipt by the Agent of such Notice;
      provided, however, that the LIBOR Option may not be exercised when any
      default or Event of Default has occurred and is continuing.


                                       28
<PAGE>

            (c) All outstanding principal amounts and interest thereon under the
      Term Loans shall be due and payable as follows:

                  (i) Interest shall be due and payable in such amounts and at
            the end of such periods as set forth in Sections 4.3 and 4.4 hereof;

                  (ii) The entire unpaid principal balance and all accrued but
            unpaid interest shall be due and payable on the earlier of (1) the
            Maturity Date or (2) the date of the execution and delivery of a
            mortgage encumbering the Headquarters Real Property and/or the
            Headquarters Facility.

                                   ARTICLE IV

                               GENERAL LOAN TERMS

      Section 4.1 Funding Notices.

            (a) Whenever Borrower desires to make a Borrowing with respect to
      the Syndicate Revolving Loan Commitments (other than one resulting from a
      conversion or continuation pursuant to Section 4.1(c) or a Multicurrency
      Loan, it shall give the Agent at its Payment Office 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 (i)
      11:00 a.m. (local time for the Agent) the same Business Day of the
      requested date of such Borrowing in the case of Revolving Loans comprised
      of Base Rate Advances, and (i) 11:00 a.m. (local time for the Agent) three
      (3) Business Days prior to the requested date of such Borrowing in the
      case of LIBOR Advances. Notices received after the above times shall be
      deemed received on the next Business Day. Each Notice of Borrowing shall
      be irrevocable and shall specify that such Borrowing will be a Revolving
      Loan, the aggregate principal amount of the Borrowing, the date of
      Borrowing (which shall be a Business Day), whether the Borrowing is to
      consist of Base Rate Advances or LIBOR Advances and (in the case of LIBOR
      Advances) the Interest Period to be applicable thereto.

            (b) Whenever Borrower desires to make a Borrowing consisting of one
      or more Multicurrency Loans, it shall give the Agent at its Payment Office
      prior written notice (or telephonic notice promptly confirmed in


                                       29
<PAGE>

      writing) of such Borrowing (a "Notice of Multicurrency Loan"), such Notice
      of Multicurrency Loan to be given prior to 11:00 a.m. (local time for the
      Agent) four (4) Foreign Currency Business Days prior to the requested date
      of such Borrowing. Notices received after such time shall be deemed
      received on the next Foreign Currency Business Day. Each Notice of
      Multicurrency Loan shall be irrevocable and shall specify that such
      Borrowing will be a Multicurrency Loan, the date of Borrowing (which shall
      be a Business Day), the foreign currency in which the Borrowing is to be
      made (which must be an Available Foreign Currency), the U.S. Dollar
      Equivalent amount of the Borrowing to be made and the initial Interest
      Period to be applicable thereto.

            (c) Whenever Borrower desires to convert all or a portion of an
      outstanding Borrowing under the Syndicate Revolving Loans (other than a
      Multicurrency Loan), which Borrowing consists of Base Rate Advances or
      LIBOR Advances, into one or more Borrowings consisting of Advances of
      another Type, or to continue outstanding a Borrowing consisting of LIBOR
      Advances for a new Interest Period, it shall give the Agent at least three
      (3) Business Days' prior written notice (or telephonic notice promptly
      confirmed in writing) of each such Borrowing to be converted into or,
      continued as LIBOR Advances. Whenever Borrower desires to continue a
      Multicurrency Loan, it shall give the Agent written notice (or telephonic
      notice promptly confirmed in writing) thereof at least four (4) Foreign
      Currency Business Days prior to the end of the applicable Interest Period.
      Such notice (a "Notice of Conversion/Continuation") shall be given (a)
      with respect to LIBOR Advances, prior to 11:00 a.m. (local time for the
      Agent) and (b) with respect to Multicurrency Loans, 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, or the amount of the Multicurrency
      Loan to be continued, as the case may be, the date of such conversion or
      continuation, in respect of LIBOR Advances, whether the Advances are being
      converted into or continued as LIBOR Advances and (in the case of LIBOR
      Advances and Multicurrency Loans) the Interest Period applicable thereto.
      If, upon the expiration of any Interest Period in respect of any
      Borrowing, 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 Default or Event of Default shall have occurred
      and be


                                       30
<PAGE>

      continuing, no Borrowing may be converted into or continued (upon
      expiration of the current Interest Period) as LIBOR Advances. No
      conversion of any Borrowing of LIBOR Advances shall be permitted except
      on the last day of the Interest Period in respect thereof.

            (d) Any Multicurrency Loan which remains unpaid at the expiration of
      the Interest Period applicable thereto shall be automatically continued
      for an Interest Period of the same length.

            (e) Without in any way limiting Borrower's obligation to confirm in
      writing any telephonic notice, the Agent and the Lenders may act without
      liability upon the basis of telephonic notice reasonably believed by the
      Agent or the Lender in good faith to be from Borrower prior to receipt of
      written confirmation.

            (f) 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 4.1 with respect to the Revolving Credit Commitments.

      Section 4.2 Disbursement of Funds.

            (a) No later than 1:00 p.m. (local time for the Agent) for LIBOR
      Advances and as specified by the Agent based upon standard settlement
      times applicable to the Available Foreign Currency for Multicurrency Loans
      and 1:00 p.m. (local time for the Agent) for Base Rate Advances on the
      date of each Borrowing pursuant to the Revolving Loan Commitments (other
      than one resulting from a conversion or continuation pursuant to Section
      4.1(c)), 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, to effect 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


                                       31
<PAGE>

      such amount to begin accruing hereunder on such next Business Day).

            (b) In the event that at the time of receipt by any Lender of
      notice from the Agent of the receipt of a Notice of Multicurrency Loan
      such Lender shall determine that the Available Foreign Currency in which
      such Multicurrency Loan is to be made is not available to that Lender in a
      sufficient amount and for a sufficient term to enable it to make its Pro
      Rata Share of the Multicurrency Loan requested, such Lender shall notify
      the Agent no later than 3:00 p.m. (local time for the Agent) on the same
      day it receives notice from the Agent of such requested Multicurrency Loan
      and the Agent shall promptly so notify the Borrower. If, after being
      provided with such notice by the Agent, the Borrower decides not to obtain
      such Multicurrency Loan, the Borrower must notify the Agent by no later
      than 4:00 p.m. (local time for the Agent) on such day. If the Agent does
      not receive such notice from the Borrower by such time, the Borrower shall
      automatically be deemed to have verified its request for such
      Multicurrency Loan. If the Agent does receive such notice of revocation
      from the Borrower by 4:00 p.m. (local time for the Agent), the Agent shall
      promptly notify the Lenders of such revocation. Such revocation shall not
      require any payment under the funding indemnity set forth in Section 4.12
      hereof. If the Lenders do not receive from the Agent notice of revocation
      of the request for such Multicurrency Loan, each Lender that did not
      notify the Agent by 3:00 p.m. (local time for the Agent) that the
      requested Available Foreign Currency is unavailable to it to fund the
      requested Multicurrency Loan shall make its Pro Rata Share of the
      requested Multicurrency Loan in the requested Available Foreign Currency
      in accordance with Section 4.2(a) hereof. Each Lender that did so notify
      the Agent by 3:00 p.m. (local time for the Agent) that it would not be
      able to make its Pro Rata Share of such Multicurrency Loan shall make its
      Pro Rata Share of such Multicurrency Loan as a LIBOR Advance in the U.S.
      Dollar Equivalent of its Pro Rata Share, and with the same Interest Period
      as requested for such Multicurrency Loan. Such LIBOR Advance in U.S.
      Dollars shall be made by such Lender on the same day as the other Lenders
      make their Pro Rata Share of such Multicurrency Loan in the Available
      Foreign Currency as part of the relevant Multicurrency Loan, but shall
      bear interest with reference to LIBOR applicable to U.S. Dollars rather
      than the relevant Foreign Currency Rate applicable to the relevant
      Available Foreign Currency for the applicable Interest Period and shall be
      made available in accordance with the procedures for


                                       32
<PAGE>

      disbursing LIBOR Advances in U.S. Dollars under Section 4.2(a) hereof.

            (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 such 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. Nothing in this
      subsection shall be deemed to relieve any Lender from its obligation to
      fund its Commitments 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 Syndicate Revolving Loan shall be
      loaned by the Lenders on the basis of their Pro Rata Share of the
      Revolving Loan 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 4.3 Interest.

            (a) Borrower agrees to pay interest in respect of all unpaid
      principal amounts of the Revolving Loans and the Term Loans from the
      respective dates such principal amounts were advanced to maturity (whether
      by acceleration, notice of prepayment or otherwise) at rates per annum (on
      the basis of a 360-day year, except with respect to United Kingdom Pounds
      Sterling, in which case interest shall be calculated on the basis of a
      365-day year) equal to the applicable rates indicated below:

                  (i) For Revolving Loans:

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


                                       33
<PAGE>

                        (B) For Revolving Loan LIBOR Advances -- The applicable
                  LIBOR plus the Applicable Margin; and

                        (C) For Revolving Loans consisting of Multicurrency
                  Loans -- The applicable Foreign Currency Rate plus the
                  Applicable Margin.

                  (ii) For Term Loans:

                        (A) For Interest Periods during which the Base Rate
                  Option is selected -- The Base Rate in effect from time to
                  time; and

                        (B) For Interest Periods during which the LIBOR Option
                  is selected -- The applicable LIBOR plus the Applicable
                  Margin.

            (b) Overdue principal (whether by non-payment at scheduled due date,
      acceleration, notice of prepayment or otherwise) and, to the extent not
      prohibited by applicable law, overdue interest, in respect of the
      Revolving Loans and Term Loans and all other overdue amounts owing
      hereunder, shall bear interest from each date that such amounts are
      overdue at the Default Rate.

            (c) 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 shall be payable as follows:

                  (i) For Revolving Loans:

                        (A) For Base Rate Advances -- quarterly in arrears on
                  the last calendar day of each calendar quarter of Borrower's
                  fiscal year; and

                        (B) For LIBOR Advances and Multicurrency Loans -- on the
                  last day of each Interest Period applicable thereto, and, in
                  the case of LIBOR Advances having an Interest Period in excess
                  of three months, on each day which occurs every 3 months after
                  the initial date of such Interest Period.


                                       34
<PAGE>

            Interest on all Revolving 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. Interest in regard to any draw under any Letter
            of Credit issued hereunder shall accrue on and from the date of such
            draw, which draw shall constitute an Advance hereunder.

                  (ii) For Term Loans:

                        (A) For any Interest Period during which the Base Rate
                  Option is selected -- quarterly in arrears on the last
                  calendar day of each calendar quarter of Borrower's fiscal
                  year; and

                        (B) For any Interest Period during which the LIBOR
                  Option is selected -- on the last day of each Interest Period
                  applicable thereto, and, in the case of Interest Periods in
                  excess of three months, on each day which occurs every 3
                  months after the initial date of such Interest Period.

            Interest on all Term Loans shall be payable on any conversion from
            the Base Rate Option to the LIBOR Option or vice versa, prepayment
            (on the amount prepaid), at maturity (whether by acceleration,
            notice of prepayment or otherwise) and, after maturity, on demand.

      Section 4.4 Interest Periods. In connection with the making or
continuation of, or conversion into, each Syndicate Revolving Loan comprised of
LIBOR Advances, or each Multicurrency Loan or each Term Loan for each Interest
Period during which the LIBOR Option is selected, Borrower shall select an
interest period (each an "Interest Period") to be applicable to such LIBOR
Advances, Multicurrency Loan or Term Loan, which Interest Period shall be either
a 1, 2, 3 or 6 month period with respect to LIBOR Advances and Term Loans for
each Interest Period during which the LIBOR Option is selected and either a 1, 2
or 3 month period with respect to Multicurrency Loans; provided that:

            (a) The initial Interest Period for any Borrowing of LIBOR Advances
      or any Multicurrency Loan or any Term Loan for which the LIBOR Option has
      been selected shall commence on the date of such Borrowing (including the
      date of any conversion from a Borrowing consisting of Advances of another
      Type) or Loan and each Interest


                                       35
<PAGE>

      Period occurring thereafter in respect of such Borrowing or Loan shall
      commence on the day on which the next preceding Interest Period expires;

            (b) 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 LIBOR Advances or any Term Loan for which the LIBOR Option has been
      selected 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;

            (c) Any Interest Period in respect of LIBOR Advances or any
      Multicurrency Loan or any Term Loan for which the LIBOR Option has been
      selected 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 (d) below, expire on the last Business Day of such
      calendar month;

            (d) No Interest Period shall extend beyond any date upon which any
      principal payment is due with respect to the Revolving Loans or, Term
      Loans.

      Section 4.5 Fees.

            (a) Structuring/Syndication Fee. Borrower shall pay, or have paid,
      to SunTrust Capital Markets, Inc. on the date that the conditions set
      forth in Section 5.1 are satisfied or waived in accordance with Section
      11.2, the structuring and syndication fee as required by the Fee Letter.

            (b) Commitment Fee. Borrower shall pay to the Agent, for the account
      of and distribution to each Lender, a Commitment Fee for the period
      commencing on the Closing Date to and including the Termination Date or
      the Maturity Date, as the case may be, computed at a rate equal to the
      Applicable Margin, based on the Borrower's ratio of Adjusted Funded Debt
      to Total Capital, measured quarterly, on the average daily unused portions
      of the Revolving Loan Commitment and Term Loan Commitment of each Lender,
      such fee being payable quarterly in arrears on the last calendar day of
      each fiscal quarter of Borrower and on the Termination Date or the
      Maturity Date, as the case may be; provided, however, that adjustments, if
      any, to such Commitment Fee based on changes in the Borrower's ratio of
      Adjusted Funded Debt to Total Capital shall be calculated by the Agent
      quarterly, based upon the


                                       36
<PAGE>

      Borrower's quarterly financial statements, beginning with the Borrower's
      statements for the period ended March 29, 1997, and shall become effective
      for the second fiscal quarter following the quarter in which such change
      in the Borrower's ratio of Adjusted Funded Debt to Total Capital occurred.

            (c) Standby Letter of Credit Fees. With respect to each Standby
      Letter of Credit, the Borrower shall pay the Agent, (i) for the account of
      each Lender, a non-refundable fee equal to the LIBOR/Foreign Currency
      Rate Applicable Margin then in effect per annum on such Lender's Pro Rata
      Share of the undrawn face amount of such Letter of Credit and (ii) for the
      Agent's account, a facing fee as required by the addendum to the Fee
      Letter. All fees due pursuant to this Section 4.5(d) shall be based on a
      year of 360 days computed for the actual number of days elapsed, and shall
      be payable in advance on the date of such Letter of Credit for the period
      from the date of issuance to the first Business Day of such calendar
      quarter and thereafter on the first Business Day of each calendar quarter.

            (d) Letter of Credit Administrative Fees. In addition to the
      foregoing fees, the Borrower shall pay to the Agent, for the Agent's
      account, such other administrative fees as the Agent customarily charges
      in respect of Letter of Credit transactions together with all
      telecommunication fees and other expenses incurred by the Agent in
      connection with the issuance or honoring of any Letter of Credit issued
      for the Borrower's account.

            (e) Annual Administrative Fee. Borrower shall pay to the Agent, for
      the Agent's own account, an annual administrative fee as required by the
      Fee Letter.

            (f) Up Front Fee. Borrower shall pay to the Agent, for the account
      of and distribution to each Lender, an Up Front Fee in the amount of the
      number of basis points designated in the following chart, based upon such
      Lender's Total Commitment on the Closing Date:


                                       37
<PAGE>

      ============================================================
             Total Commitment                Up Front Fee
      ------------------------------------------------------------
              >  $19,354,839                     0.175%
      ------------------------------------------------------------
              >= $15,483,871                     0.150%
      ------------------------------------------------------------
              >= $l1,612,903                     0.125%
      ------------------------------------------------------------
              >= $ 7,741,936                     0.075%
      ============================================================

      Section 4.6 Voluntary Prepayment of Borrowings.

            (a) Borrower may, at its option, prepay Borrowings consisting of
      Base Rate Advances and Term Loans during any Interest Period in which the
      Base Rate Option has been selected 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. Those Borrowings consisting of LIBOR Advances, Multicurrency
      Loans and Term Loans during any Interest Period in which the LIBOR Option
      has been selected may be prepaid, at Borrower's option, 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, and all compensation payments pursuant to Section 4.12 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 4.6(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 or Term Loans (i) not less than one (1) Business Day prior
      to any prepayment of Base Rate Advances or Term Loans for any Interest
      Period during which the Base Rate Option is selected, (ii) not less than
      three (3) Business Days prior to any prepayment of LIBOR Advances or Term
      Loans for any Interest Period during which the LIBOR Option is selected,
      and (iii) not less than three (3) Foreign Currency Business Days prior to
      any prepayment of Multicurrency 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, including the actual date on


                                       38
<PAGE>

      which such prepayment shall occur, and of such Lender's share of such
      prepayment.

            (c) Borrower, when providing notice of prepayment pursuant to
      Section 4.6(b) may designate the Types of Advances and the specific
      Borrowing or Borrowings or Term Loans which are to be prepaid, provided
      that (i) if any prepayment of LIBOR Advances made pursuant to a single
      Borrowing of the Revolving Loans or Term Loans during any Interest Period
      in which the LIBOR Option has been selected, shall reduce the outstanding
      Advances made pursuant to such Borrowing or the outstanding amount of such
      Loan to an amount less than $2,000,000, such Borrowing shall immediately
      be converted into Base Rate Advances or the balance of such Loan shall
      immediately begin accruing interest at the rate per annum determined with
      reference to the Base Rate, as the case may be; and (ii) each prepayment
      made pursuant to a single Borrowing shall be applied pro rata among the
      Loans comprising such Borrowing. All voluntary prepayments shall be
      applied to the payment of any unpaid interest before application to
      principal.

      Section 4.7 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 (except with respect to Multicurrency Loans) in immediately
      available funds at the respective Payment Office. Payments with respect to
      Multicurrency Loans shall be made in the currency in which such Loans were
      made, in immediately available funds at the respective 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 any Taxes imposed on the overall net income of the Lenders
      pursuant to the laws of the jurisdiction in which the principal executive
      office or appropriate Lending Office of such Lender 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


                                       39
<PAGE>

      Taxes (including additional sums payable under this Section 4.7), 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 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 and each Lender and reimburse the Agent and each Lender upon written
      request for the amount of any Taxes so levied or imposed and paid by the
      Agent or 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 or the Agent, absent manifest error, shall
      be final, conclusive and binding for all purposes.

                  (ii) Each 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) agrees to furnish to, Borrower and
      the Agent, prior to the time it becomes a Lender 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 shall
      be required to furnish a form under this paragraph (ii) if it is not
      entitled to claim an exemption from or a reduced rate of withholding under
      applicable law. A Lender that is not entitled to claim an exemption from
      or a reduced rate of withholding under applicable law, promptly upon
      written request of Borrower, shall so inform Borrower in writing.

            (c) Subject to Section 4.4(b), 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.


                                       40
<PAGE>

            (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), except in the case of the computation of interest on
      Multicurrency Loans made in United Kingdom Pounds Sterling, in which case
      interest shall be computed on the basis of a year containing 365 days for
      the actual number of days (including the first day but excluding the last
      day) occurring in the Interest Period for which such interest is payable.
      Interest on Base Rate Advances and Term Loans for any Interest Period
      during which the Base Rate Option has been selected shall be calculated
      based on the Base Rate from and including the date of such Advance or Loan
      to but excluding the date of the repayment or conversion thereof. Interest
      on LIBOR Advances, Multicurrency Loans and Term Loans for any Interest
      Period during which the LIBOR Option has been selected 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 Borrower to the Agent in accordance with the terms of
      this Agreement shall, as to Borrower, constitute payment to the Lenders
      under this Agreement.

      Section 4.8 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 Rate or Foreign Currency Rate
for any Interest Period, by reason of any changes arising after the date of this
Agreement, adequate and fair means do not exist for ascertaining LIBOR Rate or
Foreign Currency Rate 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 LIBOR Advances or Multicurrency Loans,
or to allow the Borrower to select the LIBOR Option for Term Loans after the
then current Interest Period, shall be suspended, and such affected Advances
and/or Loans shall bear interest at the rate determined by reference to the Base
Rate.


                                       41
<PAGE>

      Section 4.9 Illegality.

            (a) In the event that any Lender shall have determined (which
      determination shall be made in good faith and, absent manifest error,
      shall be final, conclusive and binding upon all parties) at any time that
      the making or continuance of any LIBOR Advance, Multicurrency Loan or the
      LIBOR Option with respect to any Term Loan has become unlawful or
      impractical by compliance by such Lender in good faith with any applicable
      law, governmental rule, regulation, guideline or order (whether or not
      having the force of law and whether or not failure to comply therewith
      would be unlawful), then, in any such event, the Lender 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 LIBOR Advances,
      Multicurrency Loans or to select the LIBOR Option with respect to Term
      Loans and such Lender's obligation to make LIBOR Advances, Multicurrency
      Loans or to allow the LIBOR Option to be selected with respect to Term
      Loans shall be immediately suspended, and such Lender shall make an
      Advance as part of the requested Borrowing of LIBOR Advances or the
      requested Multicurrency Loan as a Base Rate Advance, which Base Rate
      Advance shall, for all other purposes, be considered part of such
      Borrowing, or shall change the interest rate option applicable to such
      Term Loan to the Base Rate Option, and (ii) if the affected LIBOR Advance
      or Advances, Multicurrency Loan or Term Loan are then outstanding,
      Borrower shall immediately, or if permitted by applicable law, no later
      than the date permitted thereby, upon at least one (1) Business Day's
      written notice to the Agent and the affected Lender, convert each such
      Advance into an Advance or Advances of a different Type, or change the
      interest rate option applicable to any such Term Loan to the Base Rate
      Option, with an Interest Period ending on the date on which the Interest
      Period applicable to the affected LIBOR Advances, Multicurrency Loan or
      Term Loan expires, 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 4.9(b).

            (c) In the event that any Lender shall have determined (which
      determination shall be made in good faith and, absent manifest error,
      shall be final, conclusive and binding upon all parties) at any time


                                       42
<PAGE>

      that the making of or continuance of or conversion to any Base Rate
      Advance has become unlawful or impractical by compliance by such Lender in
      good faith with any applicable law, governmental rule, regulation,
      guideline or order (whether or not having the force of law and whether or
      not failure to comply therewith would be unlawful), then, in any such
      event, the Lender 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). The Borrower shall pay to the Agent for
      the account of such Lender within thirty (30) Days after the date of such
      notice and demand, a sufficient amount to repay all of such Lender's Base
      Rate Advances or Loans or Advances subject to conversion to Base Rate
      Advances.

      Section 4.10 Increased Costs.

            (a) If, by reason of (i) 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 (ii) the compliance with any
      guideline or request from any central bank or other governmental
      authority or quasi-governmental authority exercising control over banks or
      financial institutions generally (whether or not having the force of law):

                  (i) any Lender (or its applicable Lending Office) shall be
            subject to any tax, duty or other charge with respect to its LIBOR
            Advances, Base Rate Advances, Multicurrency Loans or Term Loans
            bearing interest determined by reference to LIBOR or the Foreign
            Currency Rate or its obligation to make LIBOR Advances, Base Rate
            Advances or Multicurrency Loans or allow the selection of the LIBOR
            Option with respect to Term Loans, or the basis of taxation of
            payments to any Lender of the principal of or interest on its LIBOR
            Advances, Base Rate Advances, Multicurrency Loans or Term Loans
            bearing interest determined with reference to LIBOR or the Foreign
            Currency Rate or its obligation to make LIBOR Advances, Base Rate
            Advances Multicurrency Loans or allow the selection of the LIBOR
            Option with respect to Term Loans shall have changed (except for
            changes in the tax on the overall net income of such Lender or its
            applicable Lending Office imposed by the jurisdiction in which


                                       43
<PAGE>

            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 LIBOR Advances, Base Rate Advances,
            Multicurrency Loans or Term Loans bearing interest determined with
            reference to LIBOR or the Foreign Currency Rate or its obligation to
            make LIBOR Advances, Base Rate Advances, Multicurrency Loan or to
            allow the selection of the LIBOR Option with respect to Term Loans
            shall be imposed on any Lender or its applicable Lending Office or
            the London interbank market or the United States secondary
            certificate of deposit 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 LIBOR
      Advances, Base Rate Advances, Multicurrency Loans or allowing the
      selection of the LIBOR Option with respect to Term Loans (except to the
      extent already included in the determination of the applicable Base Rate
      for Base Rate Advances, LIBOR rate for LIBOR Advances or Term Loans or the
      applicable Foreign Currency Rate for Multicurrency Loans), 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
      4.7(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 (5) Business Days after the date of
      such notice and demand, additional amounts sufficient to indemnify such
      Lender against such increased cost. A certificate as to the amount of such
      increased cost, submitted to 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.


                                       44
<PAGE>

            (b) If any Lender shall advise the Agent that at any time, because
      of the circumstances described in clauses (i) or (ii) in subsection
      4.10(a) above or any other circumstances beyond such Lender's 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 or
      the Foreign Currency Rate as determined by the Agent will not adequately
      and fairly reflect the cost to such Lender of funding its LIBOR Advances
      or Multicurrency Loans or carrying Term Loans bearing interest determined
      with reference to LIBOR, 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 LIBOR Advances,
            Multicurrency Loans or Term Loans bearing interest determined with
            reference to LIBOR, shall be immediately suspended; and

                  (iii) such Lender shall make a Loan as part of the requested
            Borrowing of LIBOR Advances or the requested Multicurrency Loan as a
            Base Rate Advance, which such Base Rate Advance shall, for all other
            purposes, be considered part of such Borrowing or shall change the
            interest rate option for any Term Loan to the Base Rate Option.

      Section 4.11 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 LIBOR Advances, Multicurrency Loans or Term Loans bearing interest
      determined with reference to LIBOR affected by the matters or
      circumstances described in Sections 4.7(b), 4.8, 4.9 or 4.10 to reduce the
      liability of Borrower or avoid the results provided thereunder, so long as
      such designation is not disadvantageous to such Lender as determined by
      such Lender, which determination if made in good faith, shall be
      conclusive and binding on all parties hereto. Nothing in this Section 4.11
      shall affect or postpone


                                       45
<PAGE>

      any of the obligations of Borrower or any right of any Lender provided
      hereunder.

            (b) If 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 4.7(b), such Lender 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
      pursuant to Section 4.7(b) or otherwise result in any liability of such
      Lender.

      Section 4.12 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 LIBOR Advances, Multicurrency Loans or
Term Loans bearing interest determined with reference to LIBOR, in either case
to the extent not recovered by such Lender in connection with the reemployment
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, LIBOR Advances, Multicurrency Loans or
selection of the LIBOR Option with respect to any Term Loan does not occur on
the date specified therefor in a Notice of Borrowing or Notice of
Conversion/Continuation (whether or not withdrawn), (ii) if any repayment
(including mandatory prepayments and any conversions pursuant to Section 4.9(b)
of any LIBOR Advances, Multicurrency Loans or changes in the interest rate with
respect to any Term Loan 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 LIBOR Advances, Multicurrency Loans or
Term Loans bearing interest determined by reference to LIBOR when required by
the terms of this Agreement.

      Section 4.13 Assumptions Concerning Funding of LIBOR Advances and Term
Loans. Calculation of all amounts payable to a Lender under this Article IV
shall be made as though that Lender had actually funded its relevant LIBOR
Advances, Multicurrency Loans or Term Loans bearing interest at a rate
determined with


                                       46
<PAGE>

reference to LIBOR through the purchase of deposits in the relevant market
bearing interest at the rate applicable to such LIBOR Advances, Multicurrency
Loans or Term Loans in an amount equal to the amount of the LIBOR Advances,
Multicurrency Loans or Term Loans and having a maturity comparable to the
relevant Interest Period and through the transfer of such LIBOR Advances,
Multicurrency Loans or Term Loans 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 LIBOR Advances, Multicurrency
Loans or Term Loans bearing interest at a rate determined with reference to
LIBOR in any manner it sees fit and the foregoing assumption shall be used only
for calculation of amounts payable under this Article IV.

      Section 4.14 Apportionment of Payments. Aggregate principal and interest
payments in respect of Loans and payments in respect of Commitment Fees, Up
Front Fees, Letter of Credit Fees and any other fees hereunder shall be
apportioned among all outstanding Commitments and Loans to which such payments
relate, proportionately to the Lenders' respective pro rata portions of such
Commitments and outstanding Loans. 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 4.15 Sharing of Payments. Etc. If any Lender shall obtain any
payment or reduction (including, without limitation, any amounts received as
adequate protection of a deposit treated as cash collateral under the Bankruptcy
Code) of the Obligations (whether voluntary, involuntary, through the exercise
of any right of set-off, or otherwise) in excess of its pro rata portion of
payments or reductions on account of such obligations obtained by all the
Lenders, such Lender shall forthwith (i) notify each of the other Lenders and
Agent of such receipt, and (ii) purchase from the other Lenders such
participations in the affected obligations as shall be necessary to cause such
purchasing Lender to share the excess payment or reduction, net of costs
incurred in connection therewith, ratably with each of them, provided that if
all or any portion of such excess payment or reduction is thereafter recovered
from such purchasing Lender or additional costs are incurred, the purchase shall
be rescinded and the purchase price restored to the extent of such recovery or
such additional costs, but without interest unless the Lender obligated to
return such funds is required to pay interest on such funds. Borrower agrees
that any Lender so purchasing a participation from another Lender pursuant to
this Section 4.15 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of Borrower in
the amount of such participation.


                                       47
<PAGE>

      Section 4.16 Capital Adequacy. Without limiting any other provision of
this Agreement, in the event that any Lender shall have determined that any law,
treaty, governmental (or quasi-governmental) rule, regulation, guideline or
order regarding capital adequacy not currently in effect or fully applicable as
of the Closing Date, or any change therein or in the interpretation or
application thereof after the Closing Date, or compliance by such Lender with
any request or directive regarding capital adequacy not currently in effect or
fully applicable as of the Closing Date (whether or not having the force of law
and whether or not failure to comply therewith would be unlawful) from a central
bank or governmental authority or body having jurisdiction, does or shall have
the effect of reducing the rate of return on such Lender's capital as a
consequence of its obligations hereunder to a level below that which such Lender
could have achieved but for such law, treaty, rule, regulation, guideline or
order, or such change or compliance (taking into consideration such Lender's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then within ten (10) Business Days after written notice and demand
by such Lender (with copies thereof to the Agent), Borrower shall from time to
time pay to such Lender additional amounts sufficient to compensate such Lender
for such reduction (but, in the case of outstanding Base Rate Advances or Term
Loans accruing interest at the Base Rate, without duplication of any amounts
already recovered by such Lender by reason of an adjustment in the applicable
Base Rate). Each certificate as to the amount payable under this Section 4.16
(which certificate shall set forth the basis for requesting such amounts in
reasonable detail), submitted to Borrower by any Lender in good faith, shall,
absent manifest error, be final, conclusive and binding for all purposes.

      Section 4.17 Benefits to Guarantors. In consideration for the execution
and delivery by the Guarantors of the Guaranty Agreement and the Contribution
Agreement, Borrower agrees to make the benefit of extensions of credit hereunder
available to the Guarantors.

      Section 4.18 Limitations on Certain Payment Obligations.

            (a) Each Lender or Agent shall make written demand on Borrower for
      indemnification or compensation pursuant to Section 4.7 no later than 90
      days after the earlier of (i) the date on which such Lender or Agent makes
      payment of such Taxes, and (ii) the date on which the relevant taxing
      authority or other governmental authority makes written demand upon such
      Lender or Agent for payment of such Taxes.


                                       48
<PAGE>

            (b) Each Lender or Agent shall make written demand on Borrower for
      indemnification or compensation pursuant to Sections 4.10 and 4.12 no
      later than 90 days after the event giving rise to the claim for
      indemnification or compensation occurs.

            (c) Each Lender or Agent shall make written demand on Borrower for
      indemnification or compensation pursuant to Sections 4.9 and 4.16 no later
      than 90 days after such Lender or Agent receives actual notice or obtains
      actual knowledge of the promulgation of a law, rule, order or
      interpretation or occurrence of another event giving rise to a claim
      pursuant to such sections.

            (d) In the event that the Lenders or Agent fail to give Borrower
      notice within the time limitations prescribed in (a) or (b) above,
      Borrower shall not have any obligation to pay such claim for compensation
      or indemnification. In the event that the Lender or Agent fail to give
      Borrower notice within the time limitation prescribed in (c) above,
      Borrower shall not have any obligation to pay any amount with respect to
      claims accruing prior to the ninetieth (90th) day preceding such written
      demand.

      Section 4.19 Affected Lenders. Unless the Required Lenders seek
indemnification or reimbursement pursuant to Sections 4.7, 4.10, 4.12 or 4.16 or
invoke the provisions of Section 4.9 hereof, if the Borrower is obligated to pay
to any Lender any amount under Sections 4.7, 4.10, 4.12 or 4.16 or if the Lender
requests that its LIBOR Advances or Multicurrency Loans be converted into Base
Rate Advances or that the interest rate option applicable to its Term Loans be
changed from the LIBOR Option to the Base Rate Option pursuant to Section 4.9,
the Borrower may, so long as no Default or Event of Default then exists, replace
such Lender with another Lender acceptable to the Agent, and such Lender hereby
agrees to be so replaced subject to the following:

            (a) The obligations of the Borrower hereunder to the Lender to be
      replaced (including such increased or additional costs incurred from the
      date of notice to the Borrower of such increase or additional costs
      through the date such Lender is replaced hereunder) shall be paid in full
      to such Lender concurrently with such replacement;

            (b) The replacement Lender shall be a bank or other financial
      institution that is not subject to the increased costs arising under such
      Sections which may have effectuated the Borrower's election to replace any
      Lender hereunder, and each such replacement Lender shall execute and
      deliver to the Agent such


                                       49
<PAGE>

      documentation satisfactory to the Agent pursuant to which such replacement
      Lender is to become a party hereto with a Commitment equal to that of the
      Lender being replaced and shall make a Loan or Loans in the aggregate
      principal amount equal to the aggregate outstanding principal amount of
      the Loan or Loans of the Lender being replaced;

            (c) Upon such execution of such documents referred to in clause (b)
      and repayment of the amounts referred to in clause (a), the replacement
      Lender shall be a "Lender" with a Commitment as specified hereinabove and
      the Lender being replaced shall cease to be a "Lender" hereunder, except
      with respect to indemnification provisions under this Agreement, which
      shall survive as to such replaced Lender;

            (d) The Agent shall reasonably cooperate in effectuating the
      replacement of any Lender under this Section 4.19, but at no time shall
      the Agent be obligated to initiate any such replacement; and

            (e) Any Lender replaced under this Section 4.19 shall be replaced at
      the Borrower's sole cost and expense and at no cost or expense to the
      Agent. The replaced Lender shall not be obligated to pay any assignment or
      processing fee required pursuant to Section 11.6(c) or otherwise.

      Section 4.20 Return of Payments. If the Agent shall be required by any
court, trustee or debtor-in-possession or other person to return any amount
previously received by it in respect of the obligations under this Agreement,
upon receipt of notice from it, each Lender shall immediately pay over to it,
such Lender's Pro Rata Share of the amount to be returned.

                                    ARTICLE V

                            CONDITIONS TO BORROWINGS

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

      Section 5.1 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 (including, without
limitation, Borrower's obligations to reimburse the reasonable fees and expenses
of counsel to the Agent and any fees and expenses payable to the Agent and the
Lenders as previously agreed with


                                       50
<PAGE>

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 completed Revolving Credit Notes evidencing the
      Revolving Loan Commitments and the duly executed Term Notes evidencing the
      Term Loan Commitments;

            (c) the duly executed Guaranty Documents;

            (d) certificate of Borrower in substantially the form of Exhibit F
      attached hereto and appropriately completed;

            (e) certificates of the Secretary or Assistant Secretary of each of
      the Credit Parties, attaching and certifying copies of the resolutions of
      the boards of directors of the Credit Parties, authorizing as applicable
      the execution, delivery and performance of the Credit Documents;

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

            (g) certified copies of the Certificate or Articles of Incorporation
      of each credit party, certified by the Secretary of State or the Secretary
      or Assistant Secretary of such Credit Party, together with certificates of
      good standing or existence, as may be available from the Secretary of
      State of the jurisdiction of incorporation or organization of such Credit
      Party;

            (h) 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;


                                       51
<PAGE>

            (i) certified copies of indentures, credit agreements, capital
      leases, instruments, and other documents evidencing or securing
      Indebtedness of any Consolidated Company described on Schedule 6.13(a), in
      any single case in an amount not less than $2,500,000;

            (j) 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;

            (k) certificates, reports, environmental audits and investigations,
      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 under Environmental Laws which
      could reasonably be expected to have a Materially Adverse Effect;

            (l) 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,
      patent infringement and malpractice claims) pending or threatened against
      the Consolidated Companies;

            (m) a summary, set forth in format and detail reasonably acceptable
      to the Agent, of the types and amounts of insurance (property and
      liability) maintained by the Consolidated Companies;

            (n) the favorable opinion of Gray, Harris & Robinson, P.A., counsel
      to the Credit Parties, substantially in the form of Exhibit G attached
      hereto, addressed to the Agent and each of the Lenders; and

            (o) financial statements of Borrower and its Subsidiaries, on a
      consolidated basis, for the most recently completed fiscal quarter.

In addition to the foregoing, the following conditions shall have been satisfied
or shall exist, all to the satisfaction of the Agent, as of the time the initial
Loans are made hereunder:

            (p) payment in full and termination of all outstanding indebtedness
      of the Borrower and its Material Subsidiaries and the release of any liens
      securing the same; provided,


                                       52
<PAGE>

      however, the following indebtedness may remain outstanding: (i) all
      Capitalized Lease Obligations described on Schedule 6.7 (ii) installment
      notes and other Indebtedness described on Schedule 6.13(a); and (iii)
      Intercompany Loans as described on Schedule 6.22

            (q) the Loans to be made on the Closing Date and the use of proceeds
      thereof shall not contravene, violate or conflict with, or involve the
      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;

            (r) all corporate proceedings and all other legal matters in.
      connection with the authorization, legality, validity and enforceability
      of the Credit Documents shall be reasonably satisfactory in form and
      substance to the Required Lenders;

            (s) the status of all pending and threatened litigation (including
      products liability, malpractice and patent claims) described on Schedule
      6.5, including a description of any damages sought and the claims
      constituting the basis therefor, shall have been reported in writing to
      the Agent, the Agent shall have reported such matters to the Lenders, and
      the Lenders shall be satisfied with such status;

      Section 5.2 Conditions to All Loans. At the time of the making of all
Loans (before as well as 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;

            (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) since the date of the most recent financial statements of the
      Consolidated Companies described in Section 6.3, there shall have been no
      change which has had or could reasonably be expected to have a Materially
      Adverse Effect.


                                       53
<PAGE>

            (d) there shall be no action or proceeding instituted or pending
      before any court or other governmental authority or, to the knowledge of
      Borrower, threatened (i) which reasonably could be expected to have a
      Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or
      more Credit Party's ownership or operation of any portion of its business
      or assets, or to compel one or more Credit Party to dispose of or hold
      separate all or any portion of its businesses or assets, where such
      portion or portions of such business(es) or assets, as the case may be,
      constitute a material portion of the total businesses or assets of the
      Consolidated Companies;

            (e) the Loans to be made and the use of proceeds thereof shall not
      contravene, violate or conflict with, or involve the 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; and

            (f) the Agent shall have received such other documents, including,
      but not limited to a properly completed Notice of Borrowing, 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 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 5.1 and 5.2 have been satisfied.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

      Borrower represents, warrants and covenants to Lenders that:

      Section 6.1 Organization and Qualification. Borrower is a corporation duly
organized and existing in good standing under the laws of the State of Delaware.
Each Subsidiary of Borrower is a corporation duly organized and existing under
the laws of the jurisdiction of its incorporation. Borrower and each of its
Subsidiaries are duly qualified to do business as a foreign corporation and are
in good standing in each jurisdiction in which the character of their properties
or the nature of their business makes such qualification necessary, except for
such jurisdictions in which a failure to qualify to do business would not have a
Materially Adverse Effect. Borrower and each of its Material Subsidiaries have
the corporate power to own their


                                       54
<PAGE>

respective properties and to carry on their respective businesses as now being
conducted. 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 6.1. Schedule 6.1 also
designates all Subsidiaries of the Borrower as of the Closing Date and specifies
whether each is a Material Subsidiary.

      Section 6.2 Corporate Authority. The execution and delivery by Borrower
and the Guarantors of and the performance by Borrower and Guarantors of their
obligations under the Credit Documents have been duly authorized by all
requisite corporate action and all requisite shareholder action, if any, on the
part of Borrower and the Guarantors and do not and will not (i) violate any
provision of any law, rule or regulation, any judgment, order or ruling of any
court or governmental agency, the organizational papers or bylaws of Borrower or
the Guarantors, or any indenture, agreement or other instrument to which
Borrower or the Guarantors are a party or by which Borrower or the Guarantors or
any of their properties is bound, or (ii) be in conflict with, result in a
breach of, or constitute with notice or lapse of time or both a default under
any such indenture, agreement or other instrument.

      Section 6.3 Financial Statements. Borrower has furnished Lenders with the
following financial statements, identified by the Chief Financial Officer of
Borrower: audited consolidated balance sheet of the Borrower and its
Subsidiaries as at December 29, 1996, and audited consolidated statement of
income and consolidated statement of stockholders' equity of Borrower and its
Subsidiaries for the fiscal year ended on such date certified by Price
Waterhouse, LLP, Certified Public Accountants and internally generated financial
statements of Borrower for the period ended June 29, 1997. Such financial
statements (including any related schedules and notes) are true and correct in
all material respects, have been prepared in accordance with GAAP consistently
applied throughout the period or periods in question and show, in the case of
audited statements, all liabilities, direct or contingent, of Borrower and its
Subsidiaries, required to be shown in accordance with GAAP consistently applied
throughout the period or periods in question and fairly present the consolidated
financial position and the consolidated results of operations of Borrower and
its Subsidiaries for the periods indicated therein. There has been no material
adverse change in the business, condition or operations, financial or otherwise,
of Borrower and its Subsidiaries since December 29, 1996.

      Section 6.4 Tax Returns. Except as set forth on Schedule 6.4, each of
Borrower and its Material Subsidiaries has filed all federal, state and other
tax returns and reports which, to the best knowledge of the Executive Officers
of Borrower and its Subsidiaries, are required to be filed, and each has paid
all


                                       55
<PAGE>

taxes as shown on said returns and all other taxes, assessments, fees and other
governmental charges upon Borrower or any of its Material Subsidiaries or upon
any of the properties, assets, incomes or franchises of Borrower or any of its
Material Subsidiaries, to the extent that such taxes, assessments, fees and
other governmental charges have become due or except such as are being contested
in good faith by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP. The Borrower and its Material Subsidiaries
have and will establish all necessary reserves and make all payments required of
them to be set aside or made in regard to all F.I.C.A., withholding, sales or
excise and all other similar federal, state and local taxes.

      Section 6.5 Actions Pending. Except as disclosed on Schedule 6.5 hereto,
there is no action, suit, investigation or proceeding pending or, to the
knowledge of Borrower, threatened against or affecting Borrower or any of its
Material Subsidiaries or any of their properties or rights, by or before any
court, arbitrator or administrative or governmental body, which might result in
any Materially Adverse Effect.

      Section 6.6 Representations; No Defaults. At the time of each Extension of
Credit there shall exist no Default or Event of Default, and each Extension of
Credit shall be deemed a renewal by Borrower of the representations and,
warranties contained in this Agreement and an affirmative statement by Borrower
that such representations and warranties are true and correct in all material
respects on and as of such time with the same effect as though such
representations and warranties had been made on and as of such time.

      Section 6.7 Title to Properties; Capitalized Leases. Each of Borrower and
its Material Subsidiaries has (i) good and marketable fee simple title to its
respective real properties (other than real properties which it leases from
others), including such real properties reflected in the consolidated balance
sheet of Borrower and its Subsidiaries described in Section 6.3 above (other
than real properties disposed of in the ordinary course of business), subject to
no Lien of any kind except Liens permitted by Section 8.3. and (ii) good title
to all of its other respective properties and assets (other than properties and
assets which it leasee from others), including the other properties and assets
reflected in the consolidated balance sheet of Borrower and its Subsidiaries
described in Section 6.3 above (other than properties and assets disposed of in
the ordinary course of business), subject to no Lien of any kind except Liens
permitted by Section 8.1. Each of Borrower and its Material Subsidiaries enjoys
peaceful and undisturbed possession under all leases necessary in any material
respect for the operation of its respective properties and assets, none of which
contains any unusual or burdensome provisions which might


                                       56
<PAGE>

materially affect or impair the operation of such properties and assets, and all
such leases are valid and subsisting and in full force and effect. There are no
Capitalized Lease Obligations except as disclosed on Schedule 6.7 hereto.

      Section 6.8 Enforceability of Agreement. This Agreement is the legal,
valid and binding Agreement of Borrower enforceable against Borrower in
accordance with its terms, and the Notes, and all other Credit Documents, when
executed and delivered, will be similarly legal, valid, binding and enforceable,
except as the enforceability of the Notes and other Credit Documents may be
limited by bankruptcy, insolvency, reorganization, moratorium and other laws
affecting creditor's rights and remedies in general and by general principles of
equity, whether considered in a proceeding at law or in equity.

      Section 6.9 Consent. No consent, permission, authorization, order or
license of or filing with any governmental authority or Person which has not
been obtained or made is necessary in connection with the execution, delivery,
performance or enforcement of the Credit Documents by the Credit Parties, or in
order to constitute the indebtedness to be incurred hereunder and under the
Notes and the other Credit Documents as "Senior Debt" or any similar term
defined within each of the Subordinated Notes.

      Section 6.10 Use of Proceeds; Federal Reserve Regulations. The proceeds of
the Notes will be used solely for the purposes specified in Section 2.1(g) and
Section 3.1(b) and none of such proceeds will be used, directly or indirectly,
for the purpose of purchasing or carrying any "margin security" or "margin
stock" or for the purpose of reducing or retiring any indebtedness that
originally was incurred to purchase or carry a "margin security" or "margin
stock" or for any other purpose that might constitute this transaction a
"purpose credit" within the meaning of the regulations of the Board of Governors
of the Federal Reserve System.

      Section 6.11 ERISA.

            (a) Identification of Certain Plans. Schedule 6.11 hereto sets forth
      all Plans of Borrower and its Subsidiaries;

            (b) Compliance. Each Plan is being maintained, by its terms and in
      operation, in accordance with all applicable laws, except such
      noncompliance (when taken as a whole) that will not have a Materially
      Adverse Effect on the Borrower and its Subsidiaries taken as a whole, or
      upon their financial condition, assets, business, operations, liabilities
      or prospects;


                                       57
<PAGE>

            (c) Liabilities. Neither the Borrower nor any Subsidiary is
      currently or will become subject to any liability (including withdrawal
      liability), tax or penalty whatsoever to any person whomsoever with
      respect to any Plan including, but not limited to, any tax, penalty or
      liability arising under Title I or Title IV or ERISA or Chapter 43 of the
      Code, except such liabilities (when taken as a whole) as will not have a
      Materially Adverse Effect on the Borrower and its Subsidiaries taken as a
      whole, or upon their financial condition, assets, business, operations,
      liabilities or prospects; and

            (d) Funding. The Borrower and each ERISA Affiliate has made full and
      timely payment of all amounts (i) required to be contributed under the
      terms of each Plan and applicable law and (ii) required to be paid as
      expenses of each Plan, except where such non-payment would not have a
      Materially Adverse Effect. No Plan has an "amount of unfunded benefit
      liabilities" (as defined in Section 4001 (a) (18) of ERISA) except as
      disclosed on Schedule 6.11. No Plan is subject to a waiver or extension of
      the minimum funding requirements under ERISA or the Code, and no request
      for such waiver or extension is pending.

      Section 6.12 Subsidiaries. As of the Closing Date, the only Subsidiaries
of the Borrower are those listed on Schedule 6.1. All the outstanding shares of
stock of each Subsidiary have been validly issued and are fully paid and
nonassessable and all such outstanding shares, except as noted on such Schedule
6.1, are owned by Borrower or a Wholly Owned Subsidiary of Borrower free of any
Lien or claim.

      Section 6.13 Outstanding Debt.

      (a) Except as set forth on Schedule 6.13(a) and the Intercompany Loans set
forth on Schedule 6.22 as of the Closing Date and after giving effect to the
transactions contemplated by this Agreement, neither Borrower nor any of its
Subsidiaries has outstanding any Indebtedness; and

      (b) There exists no default, and, after giving effect to the transactions
contemplated in this Agreement, there will exist no default under the provisions
of any instrument evidencing such Debt or of any Agreement relating thereto
except as noted on Schedule 6.13(b).

      Section 6.14 Conflicting Agreements. Neither Borrower nor any of its
Subsidiaries is a party to any contract or agreement or subject to any charter,
bylaw or other corporate restriction


                                       58
<PAGE>

which materially and adversely affects its business, property or assets, or
financial condition. Assuming the consummation of the transactions contemplated
by this Agreement, neither the execution or delivery of this Agreement or the
Credit Documents, nor fulfillment of or compliance with the terms and provisions
hereof and thereof, will conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under, or result in any
violation of, or result in the creation of any Lien upon any of the properties
or assets of Borrower or any of its Subsidiaries pursuant to, the charter or
By-Laws of Borrower or any of its Subsidiaries, any award of any arbitrator or
any agreement (including any agreement with stockholders), instrument, order,
judgment, decree, statute, law, rule or regulation to which Borrower or any of
its Subsidiaries is subject, and neither Borrower nor any of its Subsidiaries is
a party to, or otherwise subject to any provision contained in, any instrument
evidencing Debt of Borrower or any of its Subsidiaries, any agreement relating
thereto or any other contract or agreement (including its charter) which limits
the amount of, or otherwise imposes restrictions on the incurring of, Debt of
the type to be evidenced by the Notes or contains dividend or redemption
limitations on Common Stock of Borrower, except for this Agreement, Borrower's
Certificate of Incorporation and those matters listed on Schedule 6.14 attached
hereto.

      Section 6.15 Environmental Matters.

      (a) Except as set forth on Schedule 6.15(a), each of the Borrower and its
Subsidiaries has complied in all material respects (except for instances of
noncompliance that have been resolved prior to the Closing Date) with all
applicable Environmental Laws, including without limitation, compliance with
permits, licenses, standards, schedules and timetables issued pursuant to
Environmental Laws, and is not in violation of, and does not presently have
outstanding any liability under, has not been notified that it is or may be
liable under and does not have knowledge of any liability or potential liability
under any applicable Environmental Law, including without limitation, the
Resource Conservation and Recovery Act of 1976, as amended ("RCRA"), the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended by the Superfund Amendments and Reauthorization Act of 1986 ("CERCLA"),
the Federal Water Pollution Control Act, as amended ("FWPCA"), the Federal Clean
Air Act, as amended ("FCAA"), and the Toxic Substance Control Act ("TSCA"),
which violation, liability or potential liability could reasonably be expected
to have a Materially Adverse Effect.

      (b) Except as set forth on Schedule 6.15(b), neither the Borrower nor any
of its Subsidiaries has received a written request for information under CERCLA
or any analogous state law, or written notice that any such entity has been
identified as a potential responsible party under CERCLA, or any analogous state


                                       59
<PAGE>

law, nor has any such entity received any written notification that any
Hazardous Substance that it or any of its respective predecessors in interest
has generated, stored, treated, handled, transported, or disposed of, has been
released or is threatened to be released at any site at which any Person intends
to conduct or is conducting a remedial investigation or other action pursuant to
any applicable Environmental Law, or any other Environmental Laws.

      (c) Except as set forth on Schedule 6.15(c), each of the Borrower and its
Subsidiaries has obtained all permits, licenses or other authorizations which
are material for the conduct of their respective operations under all applicable
Environmental Laws and with respect to which each such authorization is in full
force and effect.

      (d) Except as set forth in Schedule 6.15(d), each of Borrower and its
Subsidiaries complies in all material respects with all laws and regulations
relating to equal employment opportunity and employee safety in all
jurisdictions in which it is presently doing business.

      Section 6.16 Possession of Franchises, Licenses, Etc. Each of Borrower and
its Material Subsidiaries possesses all franchises, certificates, licenses,
permits and other authorizations from governmental political subdivisions or
regulatory authorities, free from burdensome restrictions, that are necessary in
any material respect for the ownership, maintenance and operation of its
properties and assets, and neither Borrower nor any of its Subsidiaries is in
violation of any thereof in any material respect.

      Section 6.17 Patents, Trademarks, Etc. Except as set forth on Schedule
6.17, each of Borrower and its Material Subsidiaries owns or has the right to
use all patents, trademarks, service marks, trade names, copyrights, licenses,
franchises and other rights, which are necessary for the operation of its
business as presently conducted or proposed to be conducted without any known
conflict with the rights of others, and, in each case, subject to no mortgage,
pledge, lien, lease, encumbrance, charge, security interest, title retention
agreement or option. Each such asset or agreement is in full force and effect,
and the holder thereof has fulfilled and performed all of its obligations with
respect thereto. No event has occurred or exists which permits, or after notice
or lapse of time or both would permit, revocation or termination, or which
materially, adversely affects or in the future may (to the knowledge of any
Executive Officer) materially adversely affect the rights of such holder thereof
with respect thereto. No other license or franchise is known by any Executive
Officer to be necessary to the operations of the business of the Borrower and
its Material Subsidiaries as now conducted or proposed to be


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<PAGE>

conducted. To the knowledge of any Executive Officer (i) no product, process,
method, substance, part, piece of equipment or other material presently
contemplated to be sold by or employed by Borrower or any of its Material
Subsidiaries in connection with its business may infringe any patent, trademark,
service mark, trade name, copyright, license or other right owned by any other
Person, (ii) there are no pending or threatened claims or litigation against or
affecting Borrower or any of its Subsidiaries contesting its right to sell or
use any such product, process, method, substance, part, piece of equipment or
other material or (iii) there is no, or there is no pending or proposed, patent,
invention, device, application or principle or any statute, law, rule,
regulation, standard or code which would prevent, inhibit or render obsolete the
production or sale of any products of, or substantially reduce the projected
revenues of, or otherwise materially adversely affect the Borrower or any of its
Material Subsidiaries.

      Section 6.18 Governmental Consent. Neither the nature of Borrower or any
of its Subsidiaries nor any of their respective businesses or properties, nor
any relationship between Borrower and any other Person, nor any circumstance in
connection with the execution and delivery of the Credit Documents and the
consummation of the transactions contemplated thereby is such as to require on
behalf of Borrower or any of its Material Subsidiaries any consent, approval or
other action by or any notice to or filing with any court or administrative or
governmental body in connection with the execution and delivery of this
Agreement and the Credit Documents.

      Section 6.19 Disclosure. Neither this Agreement nor the Credit Documents
nor any other document, certificate or written statement furnished to Lenders by
or on behalf of Borrower in connection herewith contains any untrue statement of
a material fact or omits to state a material fact necessary in order to make the
statements contained herein or therein not misleading. There is no fact peculiar
to Borrower which materially adversely affects or in the future may (so far as
Borrower can now foresee) materially adversely affect the business, property or
assets, financial condition of Borrower which has not been set forth in this
Agreement or in the Credit Documents, certificates and written statements
furnished to Lenders by or on behalf of Borrower prior to the date hereof in
connection with the transactions contemplated hereby.

      Section 6.20 Insurance Coverage. Each property of Borrower or any of its
Subsidiaries is insured within terms acceptable to Lenders for the benefit of
Borrower or a Subsidiary of Borrower in amounts deemed adequate by Borrower's
management and no less than those amounts customary in the industry in which
Borrower and its Subsidiaries operate against risks usually insured against by
Persons operating businesses similar to those


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<PAGE>

of Borrower or its Subsidiaries in the localities where such properties are
located.

      Section 6.21 Labor Matters. Except as set forth on Schedule 6.21, the
Borrower and the Borrower's Subsidiaries 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's Executive Officers, there are no such
strikes, disputes, slow downs or work stoppages threatened against any Borrower
or any of Borrower's Subsidiaries. The hours worked and payment made to
employees of the Borrower and Borrower's Subsidiaries 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 Borrower and Borrower's
Subsidiaries, 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
Borrower and Borrower's Subsidiaries where the failure to pay or accrue such
liabilities would reasonably be expected to have a Materially Adverse Effect.

      Section 6.22 Intercompany Loans; Dividends. There are no Intercompany
Loans as of the Closing Date except those set forth on Schedule 6.22. There are
no restrictions on the power of any Consolidated Company to repay any
Intercompany Loan or, except as provided in Section 8.13, to pay dividends on
capital stock.

      Section 6.23 Securities Acts. Neither Borrower nor any of its Subsidiaries
nor any agent acting on their behalf has, directly or indirectly, taken or will
take any action which would subject the issuance of the Notes to the provisions
of Section 5 of the Securities Act of 1933, as amended, or to the provisions of
any securities or Blue Sky Law of any applicable jurisdiction.

      Section 6.24 Investment Company Act; Holding Company. Neither Borrower nor
any of its Subsidiaries is an "investment company" or a company "controlled" by
an "investment company" within the meaning of the Investment Company Act of 1940
or is a "holding company," or a subsidiary or affiliate of a "holding company,"
or a "public utility," within the meaning of the Public Utility Holding Company
Act of 1935, as amended or a "public utility" within the meaning of the Federal
Power Act, as amended.

      Section 6.25 Regulation G, Etc. Neither Borrower nor any of its
Subsidiaries nor any agent acting on their behalf has taken or will take any
action which might cause this Agreement or the Notes to violate Regulation G, T,
or X or any other regulation of the Board of Governors of the Federal Reserve
System or to violate the Securities Exchange Act of 1934, and


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<PAGE>

each case in effect now or as the same may hereafter be in effect.

      Section 6.26 Changes in Financial Condition; Adverse Developments. From
the date of the annual statements described in Section 6.3 hereinabove, to the
date of this Agreement, there has been, and to the date of each Advance there
will be, no change in the properties, assets, liabilities, financial condition,
business operations, affairs or properties of the Borrower and its Subsidiaries
on an consolidated basis from that set forth or reflected in the year-end
financial statement described in Section 6.3, other than changes in the ordinary
course of business, including acquisitions, none of which either in any case or
in the aggregate will have a Materially Adverse Effect.

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

      Borrower covenants and agrees that so long as it may borrow under this
Agreement or so long as any indebtedness remains outstanding under the Notes
that it will:

      Section 7.1 Corporate Existence, Etc. Preserve and maintain, and cause
each of its 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 do so would reasonably be expected to have a
Materially Adverse Effect.

      Section 7.2 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 7.7(f) where the penalties, claims, fines, and other liabilities
resulting from noncompliance with such Environmental Laws do not involve amounts
in excess of $100,000 in the aggregate) and Contractual Obligations applicable
to or binding on any of them.

      Section 7.3 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,


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<PAGE>

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 7.4 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 7.5 Visitation, Inspection, Etc. Permit, and cause each of its
Subsidiaries to permit, any representative of the Agent or any Lender to visit
and inspect any of its property and to discuss its affairs, finances and
accounts with its officers, all at such reasonable times and as often as the
Agent or such Lender may reasonably request after reasonable prior notice to
Borrower; provided, however, that at any time following the occurrence and
during the continuance of a Default or an Event of Default, no prior notice to
Borrower shall be required and Borrower shall permit, and cause each of its
Subsidiaries to permit, any representative of the Agent or any Lender to also
examine its books and records and to make copies and take extracts therefrom,
and further, provided, that in the event any documents and records are subject
to any contractual confidentiality requirements with any Person, the right to
make copies or extracts therefrom shall be subject to the prior written consent
of the Borrower, which consent will not be unreasonably withheld.

      Section 7.6 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, including such self-insurance and deductible provisions, 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, except where the costs of
      maintaining such insurance would, in the judgment of both Borrower and the
      Agent, be excessive.

            (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


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<PAGE>

      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; provided, however, that nothing in this subsection shall
      prevent Borrower from discontinuing the operation or maintenance of any
      such properties if such discontinuance is, in the judgment of Borrower,
      desirable in the conduct of its business or the business of any
      Consolidated Company.

      Section 7.7 Reporting Covenants. Furnish to the Agent for distribution to
each Lender after the date that the conditions set forth in Section 5.1 are
satisfied or waived in accordance with Section 11.2:

            (a) Annual Financial Statements. As soon as available and in any
      event within 90 days after the end of each fiscal year of Borrower,
      audited financial statements, consisting of 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 Price Waterhouse,
      LLP, or other independent public accountants of comparable recognized
      national standing, which such report shall be unqualified as to going
      concern and scope of audit and shall state that such financial statements
      present fairly in all material respects the financial condition as at the
      end of such fiscal year 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 GAAP;

            (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


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<PAGE>

      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 other authorized financial officer of Borrower acceptable to
      the Agent and the Required Lenders 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, Chief Financial Officer or other authorized
      financial officer of Borrower acceptable to the Agent and the Required
      Lenders (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 the covenants
      contained in Section 7.8 and Sections 8.1 through 8.3;

            (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 adverse development in any action, suit or
      proceeding or any governmental investigation or any arbitration, before
      any court or arbitrator or any governmental or administrative body, agency
      or official, against any Consolidated Company, or any material property
      thereof which might have a Materially Adverse Effect, or (ii) actual
      knowledge thereof, notice of the threat of any such action, suit,
      proceeding, investigation or arbitration, together with any information
      and


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<PAGE>

      documentation relating thereto, as may be requested; notwithstanding
      anything to the contrary contained in this subsection, the Borrower shall
      promptly advise the Lenders, in writing, of the threatened or actual
      filing of any malpractice litigation against Borrower or any of its
      Subsidiaries whether or not such litigation is expected to have a
      Materially Adverse Effect;

            (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 violation, action, claim, request, spill, leak, disposal, or
      release could result in penalties, fines, claims or other liabilities to
      any Consolidated Company in amounts in excess of $100,000 individually or
      when aggregated with other then pending such matters;

            (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 (1) 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 (2) 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 $250,000 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


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<PAGE>

            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 Company becoming aware
      thereof, notice of the filing of any federal. statutory Lien, tax or other
      state or local government Lien or any other Lien affecting their
      respective properties, other than those Liens expressly permitted by
      Section 8.1;

            (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,


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<PAGE>

      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) Special Audit. Promptly upon receipt thereof, copies of all
      financial statements of independent public accountants to Borrower in
      connection with any special audit of Borrower's consolidated financial
      statements;

            (k) Trademarks, Labor Disputes, Etc. Promptly upon the existence or
      occurrence thereof, notice of the existence or occurrence of (i) failure
      of any Consolidated Company to hold in full force and effect those
      material trademarks, service marks, patents, trade names, copyrights,
      licenses, franchises and similar rights necessary in the normal conduct of
      its business, and (ii) any strike, labor dispute, slow down or work
      stoppage as described in Section 6.21;

            (l) New Subsidiaries. Quarterly furnish the Agent notice of the
      formation or acquisition of any material Subsidiary or any other event
      resulting in the creation of a new material Subsidiary, including a
      description of the assets of such entity, the activities in which it will
      be engaged, and such other information as the Agent may request, together
      with the other documents required by Section 7.10;

            (m) Intercompany Asset Transfers. Promptly upon the occurrence
      thereof, notice of the transfer of any assets from Borrower or any
      Guarantor to any other Consolidated Company that is not Borrower or a
      Guarantor (in any transaction or series of related transactions),
      excluding sales or other transfers of assets in the ordinary course of
      business where the Asset Value of such assets is less than $1,000,000;

            (n) Capitalized Lease Obligations. Promptly upon the occurrence
      thereof, notice and a complete description of any Capitalized Lease
      Obligations entered into by any Consolidated Company.

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

      Section 7.8 Financial Covenants.

            (a) Fixed Charge Coverage. Maintain a minimum Fixed Charge Coverage
      Ratio of at least 2.5:1.0 on the last day of


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<PAGE>

      each calendar quarter, calculated on a rolling four-quarter basis based on
      the Borrower's financial statements for the immediately preceding four
      quarters.

            (b) Adjusted Funded Debt to Total Capital. Maintain as of the last
      day of each fiscal quarter, a maximum ratio of Adjusted Funded Debt to
      Total Capital, of 0.60:1.0.

            (c) Consolidated Net Worth. Maintain at all times, Consolidated Net
      Worth of at least $260,000,000.00 plus sixty percent (60%) of Consolidated
      Net Income earned after December 29, 1996 and one hundred percent (100%)
      of the net proceeds of any equity issuance since December 29, 1996, tested
      quarterly.

            Calculations determining Borrower's compliance with the covenants
      set forth in Section 7.8(a) and Section 7.8(c) shall be done on a pro
      forma basis.

      Section 7.9 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 (or
from any trustee, agent, attorney, or other party acting on behalf of such
holder(s)) in an amount which, in the aggregate, exceeds $1,000,000, 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. Borrower agrees to take such
actions as may be necessary to require the holder(s) of any Indebtedness (or any
trustee or agent acting on their behalf) incurred pursuant to documents executed
or amended and restated after the Closing Date, to furnish copies of all such
notices directly to the Agent simultaneously with the furnishing thereof to
Borrower, and that such requirement may not be altered or rescinded without the
prior written consent of the Agent.

      Section 7.10 Additional Guarantors. Promptly after (i) the formation or
acquisition (provided that nothing in this Section shall be deemed to authorize
or prohibit the acquisition of any entity) of any Material Subsidiary not listed
on Schedule 6.1, (ii) the transfer of assets to any Consolidated Company if
notice thereof is required to be given pursuant to Section 7.7(m) and as a
result thereof the recipient of such assets becomes a Material Subsidiary, and
(iii) the occurrence of any other event creating a new Material Subsidiary, the
Borrower shall provide notice thereof to the Agent and, within thirty (30) days
thereafter, Borrower shall deliver to the Agent copies of the


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<PAGE>

Articles of Incorporation and bylaws of each such Subsidiary and shall cause
such Subsidiary to execute and deliver (a) a joinder to this Agreement in the
form of Exhibit H attached hereto; (b) a Supplement to Subsidiary Guaranty
Agreement in the form of Exhibit I attached hereto; and (c) a Supplement to
Contribution Agreement in the form of Exhibit J attached hereto, all in the
prescribed form or such other form and substance as may be satisfactory to the
Agent and the Required Lenders. As used in this Section, Material Subsidiary
shall not include a Foreign Subsidiary.

      Section 7.11 Fiscal Year. Borrower shall not change its fiscal year now
employed for accounting and reporting purposes without the prior written notice
to the Agent.

      Section 7.12 Ownership of Guarantors. Borrower shall maintain at least
eighty percent (80%) ownership of all Guarantors, and shall not decrease its
ownership percentage in each Person which becomes a Guarantor after the date
hereof to less than eighty percent (80)%).

      Section 7.13 Subordination of Intercompany Loans. All loans or fees owed
to any Guarantor or any other Consolidated Company, or any Affiliate of any
thereof, shall, at all times, be subordinate to the Loans and the Borrower shall
cause its Subsidiaries and/or Affiliates from time to time to execute and
deliver to the Agent and the Required Lenders subordination agreements in form
and content satisfactory to the Agent and the Required Lenders.

                                  ARTICLE VIII

                               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 8.1 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 date hereof disclosed on Schedule 8.1;

            (b) any Lien on any property securing Indebtedness incurred or
      assumed for the purpose of financing all or any part of the acquisition
      cost of such property and any refinancing thereof, provided that such Lien
      does not extend to any other property;


                                       71
<PAGE>

      and provided, further, that the aggregate amount of all such Liens
      outstanding at any time shall not exceed ten percent (10%) of the value of
      Borrower's total assets;

            (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;

            (d) (i) Statutory Liens of landlords, (ii) existing contractual
      Liens of landlords, (iii) future contractual Liens of landlords not to
      exceed five percent (5%) of consolidated total assets and (iv) Liens of
      carriers, warehousemen, mechanics, materialmen and other Liens imposed by
      law created in the ordinary course of business for amounts not yet due or
      which are being contested in good faith by appropriate proceedings and
      with respect to which adequate reserves are being maintained;

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

            (f) Liens resulting from zoning, easements, and restrictions on the
      use of such real estate, or rights reserved or vested in governmental
      authority, which do not materially impair the use of such real estate;

            (f) Liens arising under ERISA;

            (g) Liens consisting of a mortgage encumbering the Headquarters Real
      Property and/or the Headquarters Facility to secure a loan extended by
      another lender to Borrower or the domestic Subsidiary then owning the
      Headquarters Real Property and/or the Headquarters Facility; provided,
      however, that immediately thereafter the Term Loans are paid off;

            (h) Liens arising in connection with the Lease in favor of the
      Lenders; and

            (i) Rights reserved or vested in a governmental authority which do
      not materially impair the use of such property.


                                       72
<PAGE>

      Section 8.2 Mergers. Acquisitions. Sales. Etc. Merge or consolidate with
any other Person, other than Borrower or another Subsidiary, or sell, lease, or
otherwise dispose of its accounts, property or other assets (including capital
stock of Subsidiaries), or, except for the purchase of capital stock as an
investment in a Subsidiary as permitted by subsections (a) and (b) in Section
8.3, below, purchase, lease or otherwise acquire all or any substantial portion
of the property or assets (including capital stock) of any Person; provided,
however, that the foregoing restrictions on asset sales shall not be applicable
to (i) sales of equipment or other personal property being replaced by other
equipment or other personal property purchased as a capital expenditure item
having comparable values, (ii) sale, lease or transfer of assets of the Borrower
or any Subsidiary to the Borrower or to any other Subsidiary, (iii) sales of
inventory in the ordinary course of business, and (iv) other asset sales
(including the stock of Subsidiaries) where, on the date of execution of a
binding obligation to make such asset sale (provided that if the asset sale is
not consummated within six (6) months of such execution, then on the date of
consummation of such asset sale rather than on the date of execution of such
binding obligation), the Asset Value of asset sales occurring after the Closing
Date, taking into account the Asset Value of the proposed asset sale, would not
exceed ten percent (10%) of Borrower's assets, since the Closing Date; and,
provided further, that the foregoing restrictions on mergers shall not apply to
mergers involving Borrower and another entity, provided Borrower is the
surviving entity, and mergers between a Subsidiary of Borrower and Borrower or
between Subsidiaries of Borrower provided that, in either case, upon
consummation of such mergers, Borrower is in compliance with this Section 8.2;
provided, however, that no transaction pursuant to clauses (i), (ii), (iv) or
the second proviso above shall be permitted if any Default or Event of Default
otherwise exists at the time of such transaction or would otherwise exist as a
result of such transaction. Notwithstanding anything to the contrary set forth
in this Section 8.2, or in Section 8.3 below, or elsewhere in this Agreement,
the Borrower shall be required to obtain the prior written consent of the
Required Lenders, which consent shall not be unreasonably withheld and the
Lenders understand that time is of the essence, for any single acquisition of or
investment in any other Person (including joint ventures and other
non-consolidated entities) for cash consideration in excess of $25,000,000,
unless the Borrower uses its cash reserves to complete such acquisition or
investment and there is no outstanding balance due under the Syndicate Revolving
Loan after giving effect to such acquisition or investment.

      Section 8.3 Investments, Loans, Etc. Make or permit to remain outstanding
any loan or advance to, or guarantee, endorse, or otherwise be or become
contingently liable, directly or indirectly in connection with obligations,
stock or dividends of


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any other Person, or hold any Investments in any Person, or otherwise acquire or
hold any Subsidiaries, other than:

            (a) Investments in Subsidiaries that are Guarantors under this
      Agreement, whether such Subsidiaries are Guarantors on the Closing Date or
      become Guarantors in accordance with Section 7.10 after the Closing Date;
      provided, however, nothing in this Section 8.3 shall be deemed to
      authorize or prohibit an investment pursuant to this subsection (a) in any
      entity that is not a Subsidiary and a Guarantor prior to such investment;

            (b) Investments in Subsidiaries that are Guarantors under this
      Agreement, whether such Subsidiaries are Guarantors on the Closing Date or
      become Guarantors in accordance with Section 7.10 after the Closing Date,
      for consideration of common stock of Borrower; provided, however, nothing
      in this Section 8.3 shall be deemed to authorize or prohibit an investment
      pursuant to this subsection (b) in any entity that is not a Subsidiary and
      a Guarantor prior to such investment;

            (c) Except as permitted in Section 8.2, investments in Subsidiaries
      which are not Guarantors, joint ventures and other non-consolidated
      entities existing as of the date of this Agreement and as described on
      Schedule 8.3(c).

            (d) Guarantee of the Lease and the notes to be issued in connection
      therewith not to exceed eighty-seven percent (87%) of the amount financed
      in connection with the acquisition, buildout and equipping of the New York
      Restaurant;

            (e) Advances or guaranties of advances to officers, employees and
      celebrities in the ordinary course of business of less than $25,000,000 in
      the aggregate, including those existing on the Closing Date;

            (f) Guarantee of mortgage loan refinancing the Headquarters Real
      Property and/or the Headquarters Facility by another lender to the
      domestic Subsidiary of the Borrower owning the Headquarters Real Property;

            (g) Other investments or loans of less than $1,000,000;

            (h) Direct obligations of the United States or any agency thereof,
      or obligations guaranteed by the United States or any agency thereof, in
      each case


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      supported by the full faith and credit of the United States and maturing
      within one year from the date of creation thereof;

            (i) Commercial paper, bankers acceptances or corporate obligations
      maturing within one year from the date of creation thereof having a rating
      at the time as of which any determination is made of P-1 (or higher)
      according to Moody's or as A-1 (or higher) according to Standard & Poor's
      corporation or the equivalent thereof if by another nationally recognized
      credit rating agency;

            (j) Time deposits maturing within one year from the date of creation
      thereof, including certificates of deposit issued by any Lender and any
      office located in the United States of any bank or trust company which is
      organized under the laws of the United States or any state thereof and has
      total assets aggregating at least $500,000,000, including without
      limitation, any such deposits in Eurodollars issued by a foreign branch of
      any such bank or trust company;

            (k) Investments made by Plans; and

            (l) Intercompany Loans.

      Section 8.4 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 8.5 Transactions with Affiliates.

            (a) Enter into any material 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 Consolidated
      Company), 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


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      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 8.6 Optional Prepayments. Directly or indirectly, prepay,
purchase, redeem, retire, defease or otherwise acquire, or make any optional
payment on account of any principal of, interest on, or premium payable in
connection with the optional prepayment, redemption or retirement of, any of its
Indebtedness, or give a notice of redemption with respect to any such
Indebtedness, or make any payment in violation of the subordination provisions
of any Subordinated Debt, except with respect to (i) the Obligations under this
Agreement and the Notes, (ii) prepayments of Indebtedness outstanding pursuant
to revolving credit, overdraft and line of credit facilities set forth in
Schedule 6.13(a), and (iii) trade payables incurred in the ordinary course of
business.

      Section 8.7 Changes in Business. Enter into any business other than
entertainment and related industries, leisure industry, restaurant and related
industries, retail industry and similar industries and businesses.

      Section 8.8 ERISA. Take or fail to take any action with respect to any
Plan of any Consolidated Company or, with respect to its ERISA Affiliates, any
Plans which are subject to Title IV of ERISA or to continuation health care
requirements for group health plans under the Tax Code, including without
limitation (i) establishing any such Plan, (ii) amending any such Plan (except
where required to comply with applicable law), (iii) terminating or withdrawing
from any such Plan, or (iv) incurring an amount of unfunded benefit liabilities,
as defined in Section 4001 (a)(18) of ERISA, or any withdrawal liability under
Title IV of ERISA with respect to any such Plan, without first obtaining the
written approval of the Agent and the Required Lenders, where such actions or
failures could result in a Materially Adverse Effect.

      Section 8.9 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) the terms of any agreement,
instrument or other document pursuant to which any Indebtedness incurred in
connection with the Liens permitted by Section 8.1(b) is incurred by any
Consolidated Company, so long as such prohibition or restriction applies only to
the property or asset being financed by such Indebtedness, and (ii) any
requirement of applicable law or any regulatory authority having jurisdiction
over any of the Consolidated Companies.


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      Section 8.10 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 such Consolidated
Company's stock, or (ii) pay any indebtedness 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 under the Credit Documents.

      Section 8.11 Use of Proceeds. Use the proceeds of the Loans for any
purpose except those set forth herein.

      Section 8.12 Subsidiary Indebtedness. Except for Intercompany Loans,
Borrower shall not permit its Subsidiaries to incur any indebtedness in excess
of $15,000,000.00 in the aggregate outstanding at any one time without the prior
written consent of the Agent and the Required Lenders.

      Section 8.13 Dividends. Borrower shall not, without the prior written
consent of the Agent and the Lenders, pay dividends in excess of thirty percent
(30%) of its taxable income in any fiscal year.

                                   ARTICLE IX

                                EVENTS OF DEFAULT

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

      Section 9.1 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 (i) within three (3)
Business Days after the due date therefore or (ii) within one (1) Business Day
after notice of such failure by Agent, whichever is later, any payment of
interest, fee or other amount payable hereunder;

      Section 9.2 Covenants Without Notice. Borrower shall fail to observe or
perform any covenant or Agreement contained in Sections 7.8, 8.1 (relating to
consensual liens), 8.2 through 8.13;

      Section 9.3 Other Covenants. Borrower shall fail to observe or perform any
covenant or Agreement contained in this Agreement, other than those referred to
in Sections 9.1 and 9.2, and, if capable of being remedied, such failure shall
remain unremedied for 30 days after the earlier of (i) Borrower's


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<PAGE>

obtaining knowledge thereof, or (ii) written notice thereof shall have been
given to Borrower by Agent or any Lender;

      Section 9.4 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 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 9.5 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 in excess of $5,000,000
(other than the Obligations);

      Section 9.6 Defaults Under Other Agreements. Any Consolidated Company
shall fail to observe or perform within any applicable grace period any
covenants or agreements (other than those referenced in Section 9.5) contained
in any agreements or instruments relating to any of its Indebtedness exceeding
$5,000,000 in the aggregate, or any other event shall occur if the effect of
such failure or other event is to accelerate, or to permit the holder of such
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;

      Section 9.7 Bankruptcy. Borrower or any other Consolidated Company shall
commence a voluntary case concerning itself under the Bankruptcy Code or an
involuntary case for bankruptcy is commenced against any Consolidated Company
and the petition is not dismissed within 60 days, after commencement of the
case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or
takes charge of, all or any substantial part of the property of any Consolidated
Company; or any Consolidated Company 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 any Consolidated Company; or there is commenced
against any Consolidated Company any such proceeding which remains undismissed
for a Period of 60 days; or any Consolidated Company is adjudicated insolvent or
bankrupt; or any order of relief or other order approving any such case or
proceeding is entered; or any Consolidated Company suffers any appointment of
any custodian


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<PAGE>

or the like for it or any substantial part of its property to continue
undischarged or unstayed for a period of 60 days; or any Consolidated Company
makes a general assignment for the benefit of creditors; or any Consolidated
Company shall fail to pay, or shall state that it is unable to pay, or shall be
unable to pay, its debts generally as they become due; or any Consolidated
Company shall call a meeting of its creditors with a view to arranging a
composition or adjustment of its debts; or any Consolidated Company shall by any
act or failure to act indicate its consent to, approval of or acquiescence in
any of the foregoing; or any corporate action is taken by any Consolidated
Company for the purpose of effecting any of the foregoing;

      Section 9.8 ERISA. A Plan of a Consolidated Company or a Plan subject to
Title IV of ERISA of any of its ERISA Affiliates:

            (a) 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

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

            (c) 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

            (d) 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
a liability to the PBGC or a Plan that would have a Materially Adverse Effect;

      Section 9.9 Money Judgment. A judgment or order for the payment of money
in excess of $5,000,000 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);


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<PAGE>

      Section 9.10 Ownership of Credit Parties. If Borrower shall at any time
fail to own and control the required percentage of the voting stock of any
Guarantor, either directly or indirectly through a wholly-owned Subsidiary of
Borrower;

      Section 9.11 Change in Control of Borrower.

            (a) Any "person" or "group" (within the meaning of Sections 13(d)
      and 14(d)(2) of the Exchange Act) shall become the "beneficial owner(s)"
      (as defined in said Rule 13d-3) of more than forty percent (40%) of the
      shares of the outstanding common stock of Borrower entitled to vote for
      members of Borrower's board of directors; 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 Indebtedness of any Consolidated Company 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
      in any respect;

      Section 9.12 Default Under Other Credit Documents. There shall exist or
occur any "Event of Default" as provided under the terms of any other Credit
Document, or any Credit Document ceases to be in full force and effect or the
validity or enforceability thereof is disaffirmed by or on behalf of Borrower or
any other Credit Party, or any Credit Party seeks to cancel or terminate any
Credit Documents or to limit its liability thereunder, or at any time it is or
becomes unlawful for Borrower or any other Credit Party to perform or comply
with its obligations under any Credit Document, or the 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;

      Section 9.13 Attachments. An attachment or similar action shall be made on
or taken against any of the assets of any Consolidated Company and is not
removed, suspended or enjoined within 30 days of the same being made or any
suspension or injunction being lifted;

      Section 9.14 Default Under the Lease. Any default shall occur under the
Lease or the other documents executed in connection therewith and remain uncured
beyond any applicable grace period;

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, by written notice to Borrower, take any or all
of the following actions, without prejudice to the rights of the Agent, any
Lender


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or the holder of any Note to enforce its claims against Borrower or any other
Credit Party: (i) declare all Commitments terminated, whereupon the pro rata
Commitments of each Lender shall terminate immediately and any Commitment Fee
shall forthwith become due and payable without any other notice of any kind; and
(ii) declare the principal of and any accrued interest on the Loans, and all
other obligations owing hereunder, to be, whereupon the same shall become,
forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by Borrower; provided, that, if an
Event of Default specified in Section 9.7 shall occur, the result which would
occur upon the giving of written notice by the Agent to any Credit Party, as
specified in clauses (i) and (ii) above, shall occur automatically without the
giving of any such notice.

                                    ARTICLE X

                                    THE AGENT

      Section 10.1 Appointment of Agent. Each Lender hereby designates SunTrust
Bank, Central Florida, National Association as Agent ("Agent") to administer all
matters concerning the Loans and to act as herein specified. 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.
The provisions of this Section 10.1 are solely for the benefit of the Agent, and
Borrower and the other Consolidated Companies shall not have any rights as third
party beneficiaries of any of the provisions hereof. In performing its functions
and duties under this Agreement, the Agent shall act solely as agent of the
Lenders and does not assume and shall not be deemed to have assumed any
obligations towards or relationship of agency or trust with or for the Borrower
and the other Consolidated Companies.

      Section 10.2 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. Neither 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 gross
negligence or willful misconduct. The duties of the Agent shall be ministerial
and administrative in nature;


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<PAGE>

the Agent shall not have by reason of this Agreement a fiduciary relationship in
respect of any Lender; and nothing in this Agreement, express or implied, is
intended to or shall be so construed as to impose upon the Agent any
obligations, in respect of this Agreement or the other Credit Documents except
as expressly set forth herein.

      Section 10.3 Lack of Reliance on the Agent.

            (a) Independently and without reliance upon the Agent, each Lender,
      to the extent it deems appropriate, has made and shall continue to make
      (i) its own independent investigation of the financial condition and
      affairs of the 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 with any credit
      or other information with respect thereto, whether coming into its
      possession before the making of the Loans or at any time or times
      thereafter.

            (b) The Agent shall not be responsible to any Lender for any
      recitals, statements, information, representations or warranties herein or
      in any document, certificate or other writing delivered in connection
      herewith or for the execution, effectiveness, genuineness, validity,
      enforceability, collectability, priority or sufficiency of this Agreement,
      the Notes, the Guaranty Agreements, 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 Agreements, 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; provided, however, to the extent that the Agent has been advised
      that a Lender has not received any information delivered to the Agent
      pursuant to Section 7.7, the Agent shall deliver or cause to be delivered
      such information to such Lender.

      Section 10.4 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


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<PAGE>

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 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 10.5 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 10.6 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 Facilities (or if no amounts are outstanding, ratably in
accordance with the Total 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 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 10.7 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


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<PAGE>

services in connection with this Agreement and otherwise without having to
account for the same to the Lenders.

      Section 10.8 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 10.9 Successor Agent.

            (a) The Agent may resign at any time by giving written notice
      thereof to the Lenders 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, which approval will
      not be unreasonably withheld. 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 approval will
      not be unreasonably withheld, which successor Agent 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 $100,000,000. If at any time SunTrust Bank, Central Florida,
      National Association is removed as a Lender, SunTrust Bank, Central
      Florida, National Association, shall simultaneously resign as Agent.

            (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


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      Article K 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 XI

                                 Miscellaneous

      Section 11.1 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
11.1 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 11.2 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 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, do any of the following: (i)
waive any of the conditions specified in Section 5.1 or Section 5.2, (ii)
increase the Commitments or other contractual obligations 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) release any Guarantor from its
obligations under any Guaranty Agreements, (vii) modify the definition of
"Required Lenders," or (viii) modify this Section 11.2. Notwithstanding the
foregoing, no amendment, waiver or consent shall, unless in


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writing and signed by the Agent in addition to the Lenders required hereinabove
to take such action, affect the rights or duties of the Agent under this
Agreement or under any other Credit Document. Lenders agree to use all
reasonable efforts to respond to a request for a waiver or consent within the
time requested by the Agent.

      Section 11.3 No Waiver; Remedies Cumulative. No failure or delay on the
part of the Agent, any Lender 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 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, any
Lender 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 Lenders or the holder of any Note to any other or further action in
any circumstances without notice or demand.

      Section 11.4 Payment of Expenses, Etc. Borrower shall:

            (a) 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 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
      disbursements of counsel in the amount as provided in the Fee Letter,
      including


                                       86
<PAGE>

      without limitation in-house attorneys' fees), for any of the Lenders;

            (b) subject, in the case of certain Taxes, to the applicable
      provisions of Section 4.7(b), pay and hold each of the Lenders 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 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

            (c) indemnify the Agent 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 (including foreign 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;

            (d) without limiting the indemnities set forth in subsection (c)
      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


                                       87
<PAGE>

      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 (but
      excluding those incurred, suffered or sustained by any Indemnitee as a
      result of any action taken by or on behalf of the Lenders with respect to
      any Subsidiary of Borrower (or the assets thereof) owned or controlled by
      the Lenders); 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 wilful misconduct.

If and to the extent that the obligations of Borrower under this Section 11.4
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 11.5 Right of Setoff. In addition to and not in limitation of all
rights of offset that any Lender or other holder of a Note may have under
applicable law, each Lender or other holder of a Note shall, upon the occurrence
of any Event of Default and whether or not such Lender or such holder has made
any demand or any Credit Party's obligations are 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 or other
holder to any Credit Party, whether or not related to this Agreement or any
transaction hereunder. Each Lender shall promptly notify Borrower of any offset
hereunder.

      Section 11.6 Benefit of Agreement.

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


                                       88
<PAGE>

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

            (c) Each Lender may assign all or a portion of its interests, rights
      and obligations under this Agreement (including all or a portion of any of
      its Commitments and the Loans at the time owing to it and the Notes held
      by it) to any Eligible Assignee; provided, however, that (i) the Agent and
      Borrower must give their prior written consent to such assignment (which
      consent shall not be unreasonably withheld or delayed) unless such
      assignment is to an Affiliate of the assigning Lender, (ii) the amount of
      the Commitments, in the case of the Revolving Loan Commitments and the
      Term Loan Commitments, or Loans, in the case of assignment of Loans, 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 $10,000,000, (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 a processing and recordation fee of $3,500 payable by the Assignee.
      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, at its own expense,
      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 or Loans 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
      or amount of its retained Loans. Such new Note or Notes shall be in an
      aggregate principal amount equal to the aggregate principal amount of such
      surrendered Note or Notes, shall be dated the date of the surrendered Note
      or Notes which they replace, and shall otherwise be in substantially the
      form attached hereto.


                                       89
<PAGE>

            (d) Each Lender may, without the consent of Borrower and 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 IV 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. Any Lender selling a participation
      hereunder shall provide prompt written notice to Borrower and Agent of the
      name of such participant.

            (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 in writing, a copy of
      which shall be furnished to Borrower, 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


                                       90
<PAGE>

      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 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 4.7(b) have been levied
      or imposed so as to require withholdings or deductions by Borrower and
      payment by Borrower of additional amounts to any Lender as a result
      thereof, (ii) any Lender shall make demand for payment of any material
      additional amounts as compensation for increased costs pursuant to Section
      4.10 or for its reduced rate of return pursuant to Section 4.16, or (iii)
      any Lender shall decline to consent to a modification or waiver of the
      terms of this Agreement or the other Credit Documents requested by
      Borrower, then and in such event, upon request from Borrower delivered to
      such Lender and the Agent, such Lender shall assign, in accordance with
      the provisions of Section 11.6(c), all of its rights and obligations under
      this Agreement and the other Credit Documents to another Lender or an
      Eligible Assignee selected by Borrower, 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, and the
      assumption of such Lender's Total Commitment 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. 11.7 Governing Law; Submission to Jurisdiction: Waiver of Jury
Trial.

            (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 FLORIDA.

            (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT,
      THE NOTES OR ANY OTHER CREDIT


                                       91
<PAGE>

      DOCUMENT MAY BE BROUGHT IN THE CIRCUIT COURT OF ORANGE COUNTY, FLORIDA, OR
      ANY OTHER COURT OF THE STATE OF FLORIDA OR OF THE UNITED STATES OF AMERICA
      FOR THE MIDDLE DISTRICT OF FLORIDA, 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 IN
      RESPECT OF ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT,
      OR ANY OTHER CREDIT DOCUMENT OR ANY DOCUMENT RELATED THERETO.

            (c) BORROWER AND GUARANTORS IRREVOCABLY CONSENT 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 AND/OR EACH SUCH GUARANTOR AT ITS SAID
      ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. THE
      BORROWER AND THE GUARANTORS HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
      INCLUDING, WITHOUT LIMITATION, ANY OBJECTION EITHER OF THEM MAY HAVE 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 AGREEMENT, ANY OTHER
      CREDIT DOCUMENT OR ANY DOCUMENT RELATED THERETO.

            (d) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT, 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 11.8 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 11.9 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


                                       92
<PAGE>

delivered shall be an original, but all of which shall together constitute one
and the same instrument.

      Section 11.10 Effectiveness; Survival.

            (a) This Agreement shall become effective on the date (the
      "Effective Date") on which all of the parties hereto shall have signed a
      counterpart hereof (whether the same or different counterparts) and shall
      have delivered the same to the Agent pursuant to Section 5.1 or, in the
      case of the Lenders, shall have given to the Agent written or telex notice
      (actually received) that the same has been signed and mailed to them.

            (b) The obligations of Borrower under Sections 4.7(b), 4.8, 4.10,
      4.12, 4.16, and 11.4 hereof shall survive for one hundred twenty (120)
      days after the payment in full of the Notes after the Final 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 11.11 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 11.12 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 11.13 Change in Accounting Principles, Fiscal Year or Tax Laws. If
(i) any preparation of the financial statements referred to in Section 7.7
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) (other than changes mandated by FASB 106)
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


                                       93
<PAGE>

quarter or fiscal year as provided herein, 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 11.14 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.

      Section 11.15 Time is of the Essence. Time is of the essence in
interpreting and performing this Agreement and all other Credit Documents.

      Section 11.16 Usury. It is the intent of the parties hereto not to violate
any federal or state law, rule or regulation pertaining either to usury or to
the contracting for or charging or collecting of interest, and Borrower and
Lenders agree that, should any provision of this Agreement or of the Notes, or
any act performed hereunder or thereunder, violate any such law, rule or
regulation, then the excess of interest contracted for or charged or collected
over the maximum lawful rate of interest shall be applied to the outstanding
principal indebtedness due to Lenders by Borrower under this Agreement.

      Section 11.17 Construction. Should any provision of this Agreement require
judicial interpretation, the parties hereto agree that the court interpreting or
construing the same shall not apply a presumption that the terms hereof shall be
more strictly construed against one party by reason of the rule of construction
that a document is to be more strictly construed against the party who itself or
through its agents prepared the same, it being agreed that Borrower, Agent,
Lenders and their respective agents have participated in the preparation hereof.

      Section 11.18 European Monetary Union. It is hereby acknowledged that
during the term of this Agreement certain European nations may adopt a single
European currency as their lawful currency in place of certain currencies that
are available


                                       94
<PAGE>

hereunder as part of the anticipated European Economic and Monetary Union. It is
hereby acknowledged and agreed that "Available Foreign Currency", as defined
herein, including United Kingdom Pounds Sterling, shall include any such
successor currency and that conversion into such successor currency shall be
made at the official rate of conversion, as determined by the Agent, on the date
on which any such Available Foreign Currency is so replaced, and that the
denomination of the original currency shall be retained hereunder for so long as
it is legally permissible. It is hereby further acknowledged and agreed that the
provisions of this Agreement relating to Multicurrency Loans shall remain in
full force and effect upon such conversion, and that neither the introduction of
a single European currency, the replacement of an Available Foreign Currency
thereby, the fixing of the official rate of conversion, nor any economic
consequences resulting therefrom shall give rise to any right to terminate,
contest, cancel, modify or renegotiate the provisions of this Agreement.

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

              [THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       95
<PAGE>

          [SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
                          BETWEEN SUNTRUST, AS AGENT,
                   AND PLANET HOLLYWOOD INTERNATIONAL, INC.]


                                          BORROWER:

ATTEST:                                   PLANET HOLLYWOOD
                                          INTERNATIONAL, INC.


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Vice President                                Executive Vice President


                                          7380 Sand Lake Road, Suite 600
                                          Orlando, Florida 32819

                                          Telecopy No.: (407) 352-7310
                                          Telephone No.: (407) 363-7827

In the case of Notices to the Borrower, 
copies shall be sent to:

Byrd F. Marshall, Jr., Esq.
Gray, Harris & Robinson, P.A.
201 E. Pine Street
Suite 1200
Orlando, Florida 32801

Telecopy No.: (407) 244-5690
Telephone No.: (407) 843-8880


                                       96
<PAGE>

                             JOINDER OF GUARANTORS

      The undersigned, as Guarantors under the Revolving Credit and Term Loan
Agreement, hereby join in and consent to the Agreement and agree to be bound by
the terms thereof applicable to them.

      Dated as of the 18th day of September, 1997.


                                       97
<PAGE>

ATTEST:                                   PLANET HOLLYWOOD (ASPEN),
                                          INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (ATLANTIC
                                          CITY), INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (BOSTON), 
                                          INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (CHEFS), 
                                          INC., f/k/a Planet Hollywood 
                                          (Nashville), Inc., a Florida 
                                          corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (CHICAGO), 
                                          INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


                                       98
<PAGE>

ATTEST:                                   PLANET HOLLYWOOD (HONOLULU),
                                          INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (LONDON),
                                          INC., a Florida corporation,
                                          f/k/a Planet Hollywood
                                          (Seattle), Inc.


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (LP), INC., a
                                          Nevada corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANT HOLLYWOOD (MAIL ORDER),
                                          INC., a Florida corporation,
                                          f/k/a Planet Hollywood
                                          (Denver), Inc.


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (MAUI), INC.,
                                          a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


                                       99
<PAGE>

ATTEST:                                   PLANET HOLLYWOOD (NEW
                                          ORLEANS), INC., a Florida 
                                          corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (NEW YORK
                                          CITY), INC., a Florida
                                          corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (ORLANDO),
                                          INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (ORLANDO
                                          DISTRIBUTION), INC., a Florida 
                                          corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (PARIS), 
                                          INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


                                      100
<PAGE>

ATTEST:                                   PLANET HOLLYWOOD (PHOENIX),
                                          INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (REGION I),
                                          INC., a Florida corporation, 
                                          f/k/a Planet Hollywood
                                          (Miami), Inc.


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (REGION II), 
                                          INC., a Florida corporation, 
                                          f/k/a Planet Hollywood 
                                          (Atlanta), Inc.


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (REGION III), 
                                          INC., a Florida corporation, 
                                          f/k/a Planet Hollywood 
                                          (Washington), Inc.


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (REGION IV), 
                                          INC., a Minnesota corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


                                      101
<PAGE>

Witnesses:                                PLANET HOLLYWOOD (REGION V),
                                          INC., a Texas corporation


/s/ [ILLEGIBLE]                           By:  /s/ Brian Hood
-----------------------------------           ----------------------------------
(Signature of Witness)                        Brian Hood
                                              President and Secretary

/s/ [ILLEGIBLE]
-----------------------------------
(Print Names of Witness)


/s/ [ILLEGIBLE]
-----------------------------------
(Signature of Witness)


/s/ [ILLEGIBLE]
-----------------------------------
(Print Names of Witness)


                                      102
<PAGE>

ATTEST:                                   PLANET HOLLYWOOD (REGION VI),
                                          INC., a Nevada corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (REGION VII),
                                          INC., a Florida corporation,
                                          f/k/a Planet Hollywood (San
                                          Diego), Inc. and successor by
                                          merger to Planet Hollywood
                                          (Beverly Hills), Inc.


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (TEL AVIV),
                                          INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   PLANET HOLLYWOOD (WAREHOUSE),
                                          INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   1501 BROADWAY, INC., a Florida
                                          corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


                                      103
<PAGE>

ATTEST:                                   ALL STAR CAFE INTERNATIONAL,
                                          INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   ALL STAR CAFE (LP), INC., a
                                          Nevada corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   ALL STAR CAFE (NEW YORK),
                                          INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   ALL STAR CAFE (REGION V)
                                          INC., a Texas corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   ALL STAR CAFE (REGION VII),
                                          INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


                                      104
<PAGE>

ATTEST:                                   ALL STAR CAFE (REGION VIII),
                                          INC., a Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   AUTHENTIC ALL STAR, INC., a
                                          Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   OFFICIAL ALL STAR CAFE, INC.,
                                          a Nevada corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   COAST LICENSING, INC., a
                                          Nevada corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   CORNER ENTERPRISES, INC., a
                                          Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


                                      105
<PAGE>

ATTEST:                                   EBCO MANAGEMENT, INC., a
                                          Florida corporation


/s/ Scott E. Johnson                      By: /s/ Thomas Avallone
-----------------------------------           ----------------------------------
Scott E. Johnson                              Thomas Avallone
Secretary                                     Executive Vice President


ATTEST:                                   KARMALANNE, INC., a Nevada 
                                          corporation


/s/ Mark Helm                             By: /s/ Anne Vercheski
-----------------------------------           ----------------------------------
Mark Helm                                     Anne Vercheski
Secretary                                     President


ATTEST:                                   MEANT 2 BE, INC., a Nevada 
                                          corporation


/s/ Mark Helm                             By: /s/ Anne Vercheski
-----------------------------------           ----------------------------------
Mark Helm                                     Anne Vercheski
Secretary                                     President


ATTEST:                                   ROCKY PIT, INC., a Nevada 
                                          corporation


/s/ Mark Helm                             By: /s/ Anne Vercheski
-----------------------------------           ----------------------------------
Mark Helm                                     Anne Vercheski
Secretary                                     President


ATTEST:                                   TEN ALPS INC., a Nevada 
                                          corporation


/s/ Mark Helm                             By: /s/ Anne Vercheski
-----------------------------------           ----------------------------------
Mark Helm                                     Anne Vercheski
Secretary                                     President


                                      106
<PAGE>

           [SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
                           BETWEEN SUNTRUST, AS AGENT,
                    AND PLANET HOLLYWOOD INTERNATIONAL, INC.]


Signed, sealed and delivered              SUNTRUST BANK, CENTRAL
in the presence of:                       FLORIDA, NATIONAL ASSOCIATION,
                                          individually and as Agent


/s/ [ILLEGIBLE]                           By: /s/ Vipul H. Patel
-----------------------------------           ----------------------------------
Print Name: [ILLEGIBLE]                       Vipul H. Patel,
           ------------------------           First Vice President


/s/ [ILLEGIBLE]                           
-----------------------------------
Print Name: [ILLEGIBLE]
           ------------------------

Address for Notices:

200 S. Orange Avenue
6th Floor - SOAB
Orlando, Florida 32801

Attention: Mr. Vipul H. Patel,
           First Vice President

Telecopy No.  (407) 237-4076
Telephone No. (407) 237-5352

Payment Office:

200 S. Orange Avenue
6th Floor - SOAB

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

Revolving Loan Commitment:  $16,129,033.00

Pro Rata Share of Revolving Loan Commitment:  16.13%

Term Loan Commitment:  $3,225,806.00

Pro Rata Share of Term Loan Commitment:  16.13%


                                      107
<PAGE>

          [SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
                          BETWEEN SUNTRUST, AS AGENT,
                   AND PLANET HOLLYWOOD INTERNATIONAL, INC. ]


Signed, sealed and delivered              AMSOUTH BANK
in the presence of:


/s/ [ILLEGIBLE]                           By: /s/ Anthony L. Stiffler
-----------------------------------           ----------------------------------
Print Name: [ILLEGIBLE]                       Anthony L. Stiffler,
           ------------------------           Vice President


/s/ Aileen W. Leach
-----------------------------------
Print Name: Aileen W. Leach
           -----------------------

Address for Notices:

65 North Orange Avenue
Post Office Box 588001
Orlando, Florida 32858

Attn:  Mr. Anthony L. Stiffler
       Vice President - Commercial Banking

Telecopy No.  (407) 649-8441
Telephone No. (407) 246-8946

Payment Office:

65 North Orange Avenue
Orlando, Florida 32801

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

Revolving Loan Commitment:  $9,677,419.00

Pro Rata Share of Revolving Loan Commitment:  9.68%

Term Loan Commitment:  $1,935,484.00

Pro Rata Share of Term Loan Commitment:  9.68%


                                      108
<PAGE>

           [SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
                          BETWEEN SUNTRUST, AS AGENT,
                   AND PLANET HOLLYWOOD INTERNATIONAL, INC.]


Signed, sealed and delivered              THE BANK OF NOVA SCOTIA 
in the presence of:


/s/ Melanie Brown                         By: /s/ William J. G. Brown
-----------------------------------           ----------------------------------
Print Name: Melanie Brown                     William J. G. Brown,
                                              Vice President


/s/ Denise B. Quick
-----------------------------------
Print Name: Denise B. Quick
           -----------------------

Address for Notices:

Atlanta Agency, Suite 2700
600 Peachtree Street, N.E.
Atlanta, GA 30308

Attn: Mr. Frank Sandler

Telecopy No.  (404) 888-8998
Telephone No. (404) 877-1505

Payment Office:

Atlanta Agency, Suite 2700
600 Peachtree Street, N.E.
Atlanta, GA 30308

Attn: Ms. Dorothy Legista,
      Loan Administration

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

Revolving Loan Commitment:  $16,129,033.00

Pro Rata Share of Revolving Loan Commitment:  16.13%

Term Loan Commitment:  $3,225,806.00

Pro Rata Share of Term Loan Commitment:  16.13%


                                      109
<PAGE>

          [SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
                          BETWEEN SUNTRUST, AS AGENT,
                   AND PLANET HOLLYWOOD INTERNATIONAL, INC.]


Signed, sealed and delivered              BANQUE PARIBAS
in the presence of:


                                          By: /s/ Duane Helkowski
-----------------------------------           ----------------------------------
Print Name:                                   Name: DUANE HELKOWSKI
           ------------------------           Title: VICE PRESIDENT


                                          By: /s/ Robert G. Carino
-----------------------------------           ----------------------------------
Print Name:                                   Name: Robert G. Carino
           ------------------------           Title: Vice President

Address for Notices:

787 7th Avenue
New York, NY 10018

Attn: Mr. Duane Halkowski

Telecopy No.  (212) 841-2940
Telephone No. (212) 841-2333

Payment Office:

787 7th Avenue
New York, NY 10018

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

Revolving Loan Commitment:  $9,677,419.00

Pro Rata Share of Revolving Loan Commitment:  9.68%

Term Loan Commitment:  $1,935,484.00

Pro Rata Share of Term Loan Commitment:  9.68%


                                      110
<PAGE>

           [SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
                           BETWEEN SUNTRUST, AS AGENT,
                    AND PLANET HOLLYWOOD INTERNATIONAL, INC.]


Signed, sealed and delivered              DAI-ICHI KANGYO BANK, LIMITED,
in the presence of:                       ATLANTA AGENCY


                                          By: /s/ Takao Mochizuki
-----------------------------------           ----------------------------------
Print Name:                                   Name: Takao Mochizuki
           ------------------------           Title: General Manager


-----------------------------------      
Print Name:                              
           ------------------------      

Address for Notices:                      For Administrative Matters --
                                          drawdowns, payments, etc.,
Marquis Two Tower,                        contact:
Suite 2400
285 Peachtree Center Ave., N.E.
Atlanta, Georgia 30303                    Mr. Percy Lee (Primary)
                                          Assistant Vice President
Attn: Mr. Guenter Kittel,                            or
      Vice President                      Ms. Mary Kay Manion (Alt.)
      (for Credit Matters)                Administrative Assistant

Telecopy No.  (404) 581-9657              Telecopy No.  (404) 222-9556
Telephone No. (404) 581-0200              Telephone No. (404) 581-0200

Payment Office:
Marquis Two Tower,
Suite 2400
285 Peachtree Center Ave., N.E.
Atlanta, Georgia 30303

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

Revolving Loan Commitment:  $6,451,613.00

Pro Rata Share of Revolving Loan Commitment:  6.45%

Term Loan Commitment:  $1,290,323.00

Pro Rata Share of Term Loan Commitment:  6.45%


                                      111
<PAGE>

          [SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
                          BETWEEN SUNTRUST, AS AGENT,
                   AND PLANET HOLLYWOOD INTERNATIONAL, INC.]


Signed, sealed and delivered              THE FUJI BANK AND TRUST
in the presence of:                       COMPANY


                                          By: /s/ Toshiaki Yakura
-----------------------------------           ----------------------------------
Print Name:                                   Name: Toshiaki Yakura,
           ------------------------           Title: Executive Vice President


-----------------------------------      
Print Name:                              
           ------------------------      

Address for Notices:                      with a copy to:

The Fuji Bank & Trust Company             Fuji Bank Limited
New York Branch                           First Union Financial Center
Two World Trade Center                    200 South Biscayne Blvd.
79th Floor                                Suite 3440
New York, New York 10048                  Miami, Florida 33131

Attn: Mr. Raymond Ventura                 Attn: Mr. Stephen Hanas
      Vice President and                        Vice President
         Manager

                                          Telecopy No.  (305) 381-8338
Telecopy No.  (212) 912-0516              Telephone No. (305) 374-2226
Telephone No. (212) 898-2062

Payment Office:

Two World Trade Center
79th Floor
New York, New York 10048

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

Revolving Loan Commitment:  $9,677,419.00

Pro Rata Share of Revolving Loan Commitment:  9.68%

Term Loan Commitment:  $1,935,484.00

Pro Rata Share of Term Loan Commitment:  9.68%


                                      112
<PAGE>

          [SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
                          BETWEEN SUNTRUST, AS AGENT,
                   AND PLANET HOLLYWOOD INTERNATIONAL, INC.]


Signed, sealed and delivered              LLOYDS BANK PLC
in the presence of:


                                          By: /s/ [ILLEGIBLE]
-----------------------------------           ----------------------------------
Print Name:                                   Name: [ILLEGIBLE]
           ------------------------           Title: [ILLEGIBLE]


                                          By: /s/ [ILLEGIBLE]
-----------------------------------           ----------------------------------
Print Name:                                   Name: [ILLEGIBLE]
           ------------------------           Title: [ILLEGIBLE]

Address for Notices:                      Contact for Borrowings,
                                          payments, interest, fees,
575 5th Avenue                            etc.:
18th Floor
New York, NY 10017                        Patricia Kilian
Primary Contact:
Mr. Windsor R. Davies,                    Telecopy No.  (212) 607-5098
Vice President and Manager                Telephone No. (212) 930-8914

Telecopy No.  (212) 930-5098
Telephone No. (212) 930-8909

Alternate Contact:                        Legal Counsel:
David Rodway,                             Kevin McKendry,
Assistant Vice President                  Senior Counsel

Telecopy No.  (212) 930-5098              Telecopy No.  (212) 930-5098 
Telephone No. (212) 930-8901              Telephone No. (212) 930-8920
                                          
Payment Office:

One Biscayne Tower
Suite 3200
2 S. Biscayne Blvd.
Miami, FL 33131

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

Revolving Loan Commitment:  $12,903,226.00

Pro Rata Share of Revolving Loan Commitment:  12.90%

Term Loan Commitment:  $2,580,645.00

Pro Rata Share of Term Loan Commitment:  12.90%


                                      113
<PAGE>

          [SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
                          BETWEEN SUNTRUST, AS AGENT,
                   AND PLANET HOLLYWOOD INTERNATIONAL, INC.]


Signed, sealed and delivered              NATIONAL WESTMINSTER BANK PLC
in the presence of:


/s/ Lesley Jones                          By: /s/ Peter M. Anscomb
-----------------------------------           ----------------------------------
Print Name: Lesley Jones                      Name: Peter M. Anscomb
           ------------------------           Title: Senior Corporate Manager

                                          
-----------------------------------       
Print Name:                               
           ------------------------       

Address for Notices:                      With respect to notices of
                                          any sort with respect to Loans
Oxford Circus Corporate                   bearing interest at the Base
  Banking Centre                          Rate, send to: (with copy to
Argyll House                              payment office)
246 Regent Street
London W1R 6PB, England                   National Westminster Bank Plc
                                          New York Branch
Attn: Corporate Manager                   Commercial Loans Department
                                          175 Water Street, 19th Floor
Telecopy No.  0171 432 4101/2             New York, New York 10038
Telephone No. 0171 432 4115/33
                                          Telecopy No.  (212) 602-4118
                                          Telephone No. (212) 602-4180

Payment Office:
Commercial Loans Department
NatWest Treasury Settlements
Global Financial Markets
Kings Cross House
200 Pentonville Road
London N1 9HL, England

Telecopy No.  0171 239 8257
Telephone No. 0171 239 8042

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

Revolving Loan Commitment:  $9,677,419.00

Pro Rata Share of Revolving Loan Commitment:  9.68%

Term Loan Commitment:  $1,935,484.00

Pro Rata Share of Term Loan Commitment:  9.68%


                                      114
<PAGE>

           [SIGNATURE PAGE TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
                           BETWEEN SUNTRUST, AS AGENT,
                    AND PLANET HOLLYWOOD INTERNATIONAL, INC.]


Signed, sealed and delivered              THE SAKURA BANK, LIMITED
in the presence of:


                                          By: /s/ Hiroyasu Imanishi
-----------------------------------           ----------------------------------
Print Name:                                   Hiroyasu Imanishi
           ------------------------           Vice President and Senior
                                                 Manager

                                          
-----------------------------------       
Print Name:                               
           ------------------------       

Address for Notices:

245 Peachtree Center Avenue, N.E.
Suite 2703
Atlanta, Georgia 30303

Attn: Ric Spencer,
      Assistant Vice President

Telecopy No.  (404) 521-1133
Telephone No. (404) 521-3111

Payment Office:

245 Peachtree Center Avenue, N.E.
Suite 2703
Atlanta, Georgia 30303

Attn: Christy Joel

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

Revolving Loan Commitment:  $9,677,419.00

Pro Rata Share of Revolving Loan Commitment:  9.68%

Term Loan Commitment:  $1,935,484.00

Pro Rata Share of Term Loan Commitment:  9.68%


                                      115