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                           LOAN AND SECURITY AGREEMENT

                           Dated as of March 24, 1998

                                     Between

                             ITHACA INDUSTRIES, INC.

                                 (the Borrower)

                                       and

                                THE LENDERS PARTY
                            HERETO FROM TIME TO TIME

                                  (the Lenders)

                                       and

                                NATIONSBANK, N.A.

                                   (the Agent)

                                       and

                             NATIONSBANC MONTGOMERY
                                 SECURITIES LLC

                      (the Syndication Agent and Arranger)

                                       and

                        BANKAMERICA BUSINESS CREDIT, INC.

                            (the Documentation Agent)

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                              TABLE OF CONTENTS(7)

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ARTICLE 1

      DEFINITIONS.............................................................1
      SECTION 1.1.  Definitions...............................................1

ARTICLE 2

      REVOLVING CREDIT FACILITY..............................................37
      SECTION 2.1.  Revolving Credit Loans...................................37
      SECTION 2.2.  Manner of Borrowing Revolving Credit Loans...............38
      SECTION 2.3.  Repayment of Revolving Credit Loans......................40
      SECTION 2.4.  Revolving Credit Note....................................40
      SECTION 2.5.  Extension of Revolving Credit Facility...................41

ARTICLE 3

      LETTER OF CREDIT FACILITY..............................................41
      SECTION 3.1.  Agreement to Issue.......................................41
      SECTION 3.2.  Amounts..................................................41
      SECTION 3.3.  Conditions...............................................41
      SECTION 3.4.  Issuance of Letters of Credit............................42
      SECTION 3.5.  Duties of the Issuing Bank...............................43
      SECTION 3.6.  Payment of Reimbursement Obligations.....................43
      SECTION 3.7.  Participations...........................................43
      SECTION 3.8.  Indemnification, Exoneration.............................45
      SECTION 3.9.  Supporting Letter of Credit; Cash Collateral.............47

ARTICLE 4

      TERM LOAN FACILITY.....................................................48
      SECTION 4.1.  Term Loan................................................48
      SECTION 4.2.  Manner of Borrowing Term Loan............................48
      SECTION 4.3.  Repayment of Term Loan...................................48
      SECTION 4.4.  Term Notes...............................................48
      SECTION 4.5.  Prepayment of Term Loan..................................49

--------

(7) This Table of Contents is included for reference purposes only and does
    not constitute part of the Loan and Security Agreement.


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ARTICLE 5

      GENERAL LOAN PROVISIONS................................................49
      SECTION 5.1.  Interest.................................................49
      SECTION 5.2.  Certain Fees.............................................51
      SECTION 5.3.  Manner of Payment........................................53
      SECTION 5.4.  General..................................................53
      SECTION 5.5.  Loan Accounts; Statements of Accounts....................54
      SECTION 5.6.  Termination of Agreement.................................54
      SECTION 5.7.  Making of Loans..........................................55
      SECTION 5.8.  Settlement Among Lenders.................................57
      SECTION 5.9.  Mandatory Prepayments....................................62
      SECTION 5.10.  Prepayment Fee..........................................64
      SECTION 5.11.  Payments Not at End of Interest Period; Failure 
                       to Borrow.............................................65
      SECTION 5.12.  Assumptions Concerning Funding of Eurodollar Rate Loans.65
      SECTION 5.13.  Notice of Conversion or Continuation....................66
      SECTION 5.14.  Conversion or Continuation..............................66
      SECTION 5.15.  Duration of Interest Periods; Maximum Number of
                       Eurodollar Rate Loans; Minimum Increments.............66
      SECTION 5.16.  Changed Circumstances...................................67
      SECTION 5.17.  Cash Collateral Account.................................70

ARTICLE 6

      CONDITIONS PRECEDENT...................................................71
      SECTION 6.1.  Conditions Precedent to Initial Loans and Letters 
                      of Credit......................71
      SECTION 6.2.  All Loans; Letters of Credit.............................76

ARTICLE 7

      REPRESENTATIONS AND WARRANTIES OF BORROWER.............................77
      SECTION 7.1.  Representations and Warranties...........................77
      SECTION 7.2.  Survival of Representations and Warranties, Et...........89

ARTICLE 8

      SECURITY INTEREST......................................................89
      SECTION 8.1.  Security Interest........................................89
      SECTION 8.2.  Continued Priority of Security Interest..................90


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ARTICLE 9

      COLLATERAL COVENANTS...................................................91
      SECTION 9.1.  Collection of Receivables................................91
      SECTION 9.2.  Verification and Notification............................92
      SECTION 9.3.  Disputes, Returns and Adjustments........................92
      SECTION 9.4.  Invoices.................................................93
      SECTION 9.5.  Delivery of Instruments..................................93
      SECTION 9.6.  Sales of Inventory.......................................93
      SECTION 9.7.  Ownership and Defense of Title...........................93
      SECTION 9.8.  Insurance................................................94
      SECTION 9.9.  Location of Offices and Collateral.......................95
      SECTION 9.10.  Records Relating to Collateral..........................95
      SECTION 9.11.  Inspection..............................................95
      SECTION 9.12.  Information and Reports.................................96
      SECTION 9.13.  Power of Attorney.......................................97
      SECTION 9.14.  Additional Real Estate and Leases.......................97
      SECTION 9.15.  Assignment of Claims Act................................98
      SECTION 9.16.  Covenant to Guarantee Obligations and Give Security.....98

ARTICLE 10

      AFFIRMATIVE COVENANTS..................................................99
      SECTION 10.1.  Preservation of Corporate Existence and 
                       Similar Matters.......................................99
      SECTION 10.2.  Compliance with Applicable Laws.........................99
      SECTION 10.3.  Maintenance of Property................................100
      SECTION 10.4.  Conduct of Business....................................100
      SECTION 10.5.  Insurance..............................................100
      SECTION 10.6.  Payment of Taxes and Claims............................100
      SECTION 10.7.  Accounting Methods and Financial Records...............100
      SECTION 10.8.  Use of Proceeds........................................101
      SECTION 10.9.  Hazardous Waste and Substances; Environmental
                            Requirements....................................101
      SECTION 10.10.  Syndication...........................................102
      SECTION 10.11.  Interest Rate Protection Agreements...................102

ARTICLE 11

      INFORMATION...........................................................102
      SECTION 11.1.  Financial Statements...................................102
      SECTION 11.2.  Accountants' Certificate...............................103
      SECTION 11.3.  Officer's Certificate..................................103
      SECTION 11.4.  Copies of Other Reports................................104
      SECTION 11.5.  Notice of Litigation and Other.........................104


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      SECTION 11.6.  ERISA..................................................105
      SECTION 11.7.  Accuracy of Information................................105
      SECTION 11.8.  Revisions or Updates to Schedules......................106
      SECTION 11.9.  Seller Subordinated Indebtedness Certificate...........106

ARTICLE 12

      NEGATIVE COVENANTS....................................................106
      SECTION 12.1.  Financial Ratios.......................................106
      SECTION 12.2.  Indebtedness for Money Borrowed........................107
      SECTION 12.3.  Guarantees.............................................108
      SECTION 12.4.  Investments............................................108
      SECTION 12.5.  Capital Expenditures...................................108
      SECTION 12.6.  Restricted Payments, Et................................108
      SECTION 12.7.  Merger, Consolidation and Sale of Assets...............108
      SECTION 12.8.  Transactions with Affiliates...........................109
      SECTION 12.9.  Liens..................................................109
      SECTION 12.10.  Capitalized Lease Obligations.........................109
      SECTION 12.11.  Operating Lease Obligations...........................109
      SECTION 12.12.  Plans.................................................110
      SECTION 12.13.  Amendments of Other Agreements........................110
      SECTION 12.14.  Minimum Availability..................................110
      SECTION 12.15.  Fiscal Year...........................................110
      SECTION 12.16.  Limitation on Issuance of Capital Stock...............110
      SECTION 12.17.  Limitation on Certain Restrictions on Subsidiaries....110

ARTICLE 13

      DEFAULT...............................................................111
      SECTION 13.1.  Events of Default......................................111
      SECTION 13.2.  Remedies...............................................115
      SECTION 13.3.  Application of Proceeds................................117
      SECTION 13.4.  Power of Attorney......................................118
      SECTION 13.5.  Miscellaneous Provisions...............................118

ARTICLE 14

      ASSIGNMENTS...........................................................119
      SECTION 14.1.  Successors and Assigns; Participations.................119
      SECTION 14.2.  Representation of Lenders..............................122


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ARTICLE 15

      AGENT.................................................................122
      SECTION 15.1.  Appointment of Agent...................................122
      SECTION 15.2.  Delegation of Duties...................................123
      SECTION 15.3.  Exculpatory Provisions.................................123
      SECTION 15.4.  Reliance by Agent......................................123
      SECTION 15.5.  Notice of Default......................................124
      SECTION 15.6.  Non-Reliance on Agent and Other Lenders................124
      SECTION 15.7.  Indemnification........................................124
      SECTION 15.8.  Agent in Its Individual Capacity.......................125
      SECTION 15.9.  Successor Agent........................................125
      SECTION 15.10.  Notices from Agent to Lenders.........................126
      SECTION 15.11.  Syndication Agent; Documentation Agent................126
      SECTION 15.12.  Intercreditor Agreement...............................126

ARTICLE 16

      MISCELLANEOUS.........................................................126
      SECTION 16.1.  Notices................................................126
      SECTION 16.2.  Expenses...............................................127
      SECTION 16.3.  Stamp and Other Taxes..................................128
      SECTION 16.4.  Setoff.................................................128
      SECTION 16.5.  Litigation.............................................129
      SECTION 16.6.  Waiver of Rights.......................................129
      SECTION 16.7.  Consent to Advertising and Publicity...................130
      SECTION 16.8.  Reversal of Payments...................................130
      SECTION 16.9.  Injunctive Relief......................................130
      SECTION 16.10.  Accounting Matters....................................131
      SECTION 16.11.  Amendments; Waivers...................................131
      SECTION 16.12.  Assignment............................................133
      SECTION 16.13.  Performance of Borrower's Duties......................133
      SECTION 16.14.  Indemnification.......................................133
      SECTION 16.15.  All Powers Coupled with Interest......................134
      SECTION 16.16.  Survival..............................................134
      SECTION 16.17.  Titles and Captions...................................134
      SECTION 16.18.  Severability of Provisions............................134
      SECTION 16.19.  Governing Law.........................................135
      SECTION 16.20.  Counterparts..........................................135
      SECTION 16.21.  Reproduction of Documents.............................135
      SECTION 16.22.  Term of Agreement.....................................135
      SECTION 16.23.  Pro-Rata Participation................................135
      SECTION 16.24.  Receivables Securitization............................136


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      SECTION 16.25.  Final Agreement.......................................136
      SECTION 16.26.  Waiver of Consequential Damages, Etc..................136


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                         ANNEXES, EXHIBITS AND SCHEDULES

ANNEX I                 PERFORMANCE PRICING MATRIX
ANNEX II                COMMITMENTS

EXHIBIT A-1             FORM OF REVOLVING CREDIT NOTE
EXHIBIT A-2             FORM OF TERM NOTE
EXHIBIT B               FORM OF BORROWING BASE CERTIFICATE
EXHIBIT C               FORM OF OPINION OF COUNSEL FOR BORROWER
EXHIBIT D               FORM OF ASSIGNMENT AND ACCEPTANCE
EXHIBIT E               FORM OF SETTLEMENT REPORT
EXHIBIT F               FORM OF COMPLIANCE CERTIFICATE

Schedule 1.1A           Permitted Liens
Schedule 1.1B           Excepted Accounts
Schedule 7.1(a)         Organization
Schedule 7.1(c)         Subsidiaries; Ownership of Stock
Schedule 7.1(e)         Compliance with Laws
Schedule 7.1(f)         Description of Business
Schedule 7.1(g)         Governmental Approvals
Schedule 7.1(h)         Title to Properties
Schedule 7.1(i)         Liens
Schedule 7.1(j)         Indebtedness and Guarantees
Schedule 7.1(k)         Litigation
Schedule 7.1(l)         Tax Matters
Schedule 7.1(p)         ERISA
Schedule 7.1(t)         Location of Offices and Receivables
Schedule 7.1(u)         Locations of Inventory
Schedule 7.1(v)         Locations of Equipment
Schedule 7.1(w)         Real Estate
Schedule 7.1(x)         Corporate and Fictitious Names
Schedule 7.1(aa)        Employee Relations
Schedule 7.1(bb)        Proprietary Rights
Schedule 7.1(cc)        Trade Names
Schedule 10.8           Use of Proceeds


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<PAGE>

                           LOAN AND SECURITY AGREEMENT

                           Dated as of March 24, 1998

      ITHACA INDUSTRIES, INC., a Delaware corporation, the Lenders party to this
Agreement from time to time, NATIONSBANK, N.A., a national banking association,
as agent for the Lenders, NATIONSBANC MONTGOMERY SECURITIES LLC, as syndication
agent for the Lenders (the "Syndication Agent") and as arranger (the
"Arranger"), and BANKAMERICA BUSINESS CREDIT, INC., as document agent (the
"Documentation Agent"), agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

            SECTION 1.1. Definitions. For the purposes of this Agreement:

            "Account Debtor" means a Person who is obligated on a Receivable.

            "Acquire" or "Acquisition", as applied to any Business Unit or
Investment, means the acquiring or acquisition of such Business Unit or
Investment by purchase, exchange, issuance of stock or other securities, or by
merger, reorganization or any other method.

            "Acquired Assets" means the assets and business of the Seller
acquired by the Borrower from the Seller pursuant to the Acquisition Documents.

            "Acquisition Agreement" means the Asset Purchase Agreement dated as
of March 13, 1998 between the Seller and the Borrower, as the same may be
amended up to and through the Effective Date with the consent of the Lenders.

            "Acquisition Documents" means, collectively, the Acquisition
Agreement and all other documents, agreements and certificates executed in
connection with the consummation of the transactions contemplated by the
Acquisition Agreement.

            "Acquisition Documents Assignment" means the Collateral Assignment
of Acquisition Documents, in form and substance satisfactory to the Agent, dated
on or about the Effective Date, made by the Borrower in favor of the Agent, for
the benefit of the Secured Creditors, as such agreement may be amended, modified
or supplemented from time to time.


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            "Affiliate" means, with respect to a Person, (a) any partner,
officer, shareholder (if holding more than 10% of the outstanding shares of
capital stock of such Person), director, employee or managing agent of such
Person, (b) any other Person (other than a Subsidiary) that, (i) directly or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such given Person, (ii) directly or indirectly
beneficially owns or holds 10% or more of any class of voting stock or
partnership or other voting interest of such Person or any Subsidiary of such
Person, or (iii) 10% or more of the voting stock or partnership or other voting
interest of which is directly or indirectly beneficially owned or held by such
Person or a Subsidiary of such Person. Notwithstanding the foregoing, when used
in subpart (g) and (p) of the definition of "Eligible Receivables", in subpart
(c) of the definition of "Restricted Payment", and in Section 12.8, "Affiliate"
means (a) any partner, officer, director, employee or managing agent of such
Person, (b) any other Person (other than a Subsidiary) that, (i) directly or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with, such given Person, (ii) directly or indirectly
beneficially owns or holds 50% or more of any class of voting stock or
partnership or other voting interest of such Person or any Subsidiary of such
Person, or (iii) 50% or more of the voting stock or partnership or other voting
interest of which is directly or indirectly beneficially owned or held by such
Person or a Subsidiary of such Person. The term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through ownership of voting
securities or partnership or other voting interest, by contract or otherwise.

            "Agency Account" means an account of the Borrower maintained by it
with a Clearing Bank pursuant to an Agency Account Agreement.

            "Agency Account Agreement" means an agreement among the Borrower,
the Agent and a Clearing Bank, in form and substance reasonably satisfactory to
the Agent, concerning the collection of payments which represent the proceeds of
Receivables or of any other Collateral and the application of such payments to
the Secured Obligations.

            "Agent" means NationsBank, N.A., a national banking association, and
any successor agent appointed pursuant to Section 15.9 hereof.

            "Agent's Office" means the office of the Agent specified in or
determined in accordance with the provisions of Section 16.1.

            "Agreement" means and includes this Agreement, including all
Annexes, Schedules, Exhibits and other attachments hereto, and all amendments,
modifications and supplements hereto and thereto.

            "Agreement Date" means the date as of which this Agreement is dated.
<PAGE>

            "Applicable Laws" means all applicable provisions of constitutions,
statutes, rules, regulations and orders of all governmental bodies and of all
orders and decrees of all courts and arbitrators, including, without limitation,
Environmental Laws.

            "Applicable Margin" means, as to the applicable Type and class of
Loan, the following:

                  Revolving Credit Loans

                  Prime Rate Margin          =     0.75%
                  Eurodollar Rate Margin     =     2.50%

                  Term Loan

                  Prime Rate Margin          =     1.00%
                  Eurodollar Rate Margin     =     2.75%

The Applicable Margin shall be adjusted in accordance with the performance
pricing matrix set forth on Annex I attached hereto based upon (a) the ratio of
Consolidated Funded Indebtedness as of the date of determination to Consolidated
Operating Cash Flow for the preceding four fiscal quarters, and (b) the
Consolidated Fixed Charge Coverage Ratio for the preceding four fiscal quarters.
Adjustments to the Applicable Margin shall be effective as of (i) the first day
of the calendar month after the Agent's receipt of the Borrower's audited
financial statements as of each fiscal year end (commencing with the financial
statements for the fiscal year ending on January 30, 1999) in conformance with
Section 11.1(b), together with the accountant's certificate described in Section
11.2 setting forth the calculations necessary to determine the ratios referred
to above, and (ii) the first day of the calendar month after the Agent's receipt
of the Borrower's financial statements as of the last day of each subsequent
fiscal quarter during each fiscal year in conformance with Section 11.1(c),
together with the officer's certificate described in Section 11.3 setting forth
the calculations necessary to determine the ratios referred to above; provided
no decrease in the Applicable Margin shall be made if a Default or Event of
Default exists as of the effective date of such scheduled adjustment. In the
event the Borrower fails to provide in a timely manner the financial statements
and certificates referred to above, and without prejudice to any additional
rights under Sections 5.1(d) and 13.2, the maximum Applicable Margin shall apply
to all Eurodollar Rate Loans and Prime Rate Loans until the first day of the
calendar month after the Agent's receipt of such financial statements and
certificates.

            "Asset Disposition" means the disposition of any asset of the
Borrower or any of its Subsidiaries, other than sales of Inventory in the
ordinary course of business.

            "Assignment and Acceptance" means an assignment and acceptance in
the form attached hereto as Exhibit D assigning all or a portion of a Lender's
interests, rights and obligations under this Agreement pursuant to Section 14.1.


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            "Assignment of Factoring Proceeds" means an assignment by the
Borrower of the factoring proceeds payable to the Borrower pursuant to the terms
of the Non-Notification Factoring Agreement, executed by the Borrower, the
Agent, and the Factor.

            "Availability" means at any time (a) the amount described in clause
(b) of the definition of Borrowing Base at such time minus (b) the aggregate
principal amount of Revolving Credit Loans outstanding at such time.

            "Benefit Plan" means an "employee pension benefit plan" as defined
in Section 3(2) of ERISA (other than a Multiemployer Plan) in respect of which
the Borrower or any Related Company is, or within the immediately preceding six
years was, an "employer" as defined in Section 3(5) of ERISA, including such
plans as may be established after the Agreement Date.

            "Borrower" means Ithaca Industries, Inc., a Delaware corporation,
and its successors and permitted assigns.

            "Borrowing" means a borrowing of Revolving Credit Loans bearing
interest at the same rate, made by all Lenders on the same date and, in the case
of Eurodollar Rate Loans, having a single Interest Period, and the continuation
or conversion of an existing Loan or Loans in whole or in part.

            "Borrowing Base" means at any time an amount equal to the lesser of:

            (a) the Revolving Credit Facility minus the Letter of Credit
      Reserve, or

            (b) an amount equal to

                  (i) 85% of the face value of Eligible Receivables due and
            owing at such time, plus

                  (ii) the lesser of

                        (A) 55% (or, in the case of Eligible Inventory
                  consisting of work-in-process, the WIP Advance Rate) of the
                  lesser of cost determined on a FIFO (or first-in-first-out)
                  accounting basis and fair market value of Eligible Inventory,
                  net of the Borrower's reserve for obsolescence and any other
                  Inventory reserves of the Borrower at such time, plus 55% of
                  the Foreign Letter of Credit Amount at such time, and

                        (B) $40,000,000, minus


                                       -4-
<PAGE>

                  (iii) the sum of

                        (A) the Letter of Credit Reserve, plus

                        (B) such other reserves as the Agent shall deem proper
                  in its reasonable judgment based on customary asset-based
                  lending practices.

            "Borrowing Base Certificate" means a certificate in the form
attached hereto as Exhibit B.

            "Business Day" means (a) any day other than a Saturday, Sunday or
other day on which banks in Atlanta, Georgia are authorized or required to close
and (b) in respect of any determination with respect to a Eurodollar Rate Loan,
any day referred to in clause (a) that is also a day on which tradings are
conducted in the London interbank eurodollar market.

            "Business Unit" means the assets constituting the business or a
division or operating unit thereof of any Person.

            "Capital Expenditures" means all capitalized expenditures, plus all
capitalized Enterprise Resource Planning expenditures, in each case as
determined in accordance with GAAP, but excluding any such expenditure made (i)
to restore, replace or rebuild property to the condition of such property
immediately prior to any damage, loss, destruction or condemnation of such
property, to the extent such expenditure is made with insurance proceeds or
condemnation awards relating to any such damage, loss, destruction or
condemnation or (ii) proceeds from the sale exchange of property to the extent
utilized to purchase functionally equivalent property or equipment.

            "Capitalized Lease" means a lease that is required to be capitalized
for financial reporting purposes in accordance with GAAP.

            "Capitalized Lease Obligation" means Indebtedness represented by
obligations under a Capitalized Lease, and the amount of such Indebtedness shall
be the capitalized amount of such obligations determined in accordance with
GAAP.

            "Cash Collateral" means collateral consisting of cash or Cash
Equivalents on which the Agent, for the benefit of the Secured Creditors, has a
first priority Lien.

            "Cash Collateral Account" means a special interest-bearing deposit
account consisting of cash maintained at the principal office of the Agent and
under the sole dominion and control of the Agent, for the benefit of the Secured
Creditors, established pursuant to the provisions of Section 5.17 for the
purposes set forth therein.


                                       -5-
<PAGE>

            "Cash Equivalents" means

            (a) direct obligations of the United States of America or any agency
      or instrumentality of the United States of America, the payment or
      guarantee of which constitutes a full faith and credit obligation of the
      United States of America, in each case maturing no later than 90 days from
      the date of acquisition;

            (b) certificates of deposit maturing no later than 90 days from the
      date of acquisition issued by U.S. commercial banks having a combined
      capital and surplus of over $200,000,000 and having a long-term debt
      rating of A- by S&P or A3 or better by Moody's;

            (c) commercial paper of a domestic issuer rated A-1 by S&P and P-1
      by Moody's and maturing not more than ninety days after the date of
      acquisition;

            (d) securities with maturities of 90 days or less from the date of
      acquisition backed by standby letters of credit issued by any Lender or
      any commercial bank satisfying the requirements of clause (b) of this
      definition; and

            (e) shares in money market mutual or similar funds which invest
      exclusively in assets satisfying the requirements of clauses (a) through
      (d) of this definition.

            "Clearing Bank" means a banking institution with which an Agency
Account has been established pursuant to an Agency Account Agreement.

            "Collateral" means and includes, collectively, all of the collateral
referred to in each of the Security Documents and all of the Borrower's right,
title and interest in and to each of the following, wherever located and whether
now or hereafter existing or now owned or hereafter acquired or arising:

            (a) all Receivables,

            (b) all Inventory,

            (c) all Equipment,

            (d) all Contract Rights,

            (e) all General Intangibles,

            (f) all Real Estate,

            (g) all goods and other property, whether or not delivered,


                                       -6-
<PAGE>

                  (i) the sale or lease of which gives or purports to give rise
            to any Receivable, including, but not limited to, all merchandise
            returned or rejected by or repossessed from customers, or

                  (ii) securing any Receivable,

      including, without limitation, all rights as an unpaid vendor or lien or
(including, without limitation, stoppage in transit, replevin and reclamation)
with respect to such goods and other property,

            (h) all mortgages, deeds to secure debt and deeds of trust on real
      or personal property, guaranties, leases, security agreements, and other
      agreements and property which secure or relate to any Receivable or other
      Collateral, or are acquired for the purpose of securing and enforcing any
      item thereof,

            (i) all documents of title, policies and certificates of insurance,
      securities, chattel paper and other documents and instruments evidencing
      or pertaining to any and all items of Collateral,

            (j) any demand, time, savings, passbook, money market or like
      depository account, and all certificates of deposit, maintained with a
      bank, savings and loan association, credit union or like organization,
      other than an account evidenced by a certificate of deposit that is an
      instrument under the UCC,

            (k) all Pledged Stock and all securities accounts, all commodity
      contracts and all commodity accounts,

            (l) (i) any investment account maintained by or on behalf of the
      Borrower with the Agent or any Lender or any Affiliate of the Agent or any
      Lender, (ii) any agreement governing such account, (iii) all cash, money,
      notes, securities, instruments, goods, accounts, documents, chattel paper,
      general intangibles and other property now or hereafter held by the Agent
      or any Lender or any Affiliate of the Agent or any Lender on behalf of the
      Borrower in connection with such investment account or deposited by the
      Borrower or on the Borrower's behalf to such investment account or
      otherwise credited thereto for the Borrower's benefit, or distributable to
      the Borrower from such investment account, together with all contracts for
      the sale or purchase of the foregoing, (iv) all of the Borrower's right,
      title and interest with respect to the deposit, investment, allocation,
      disposition, distribution or withdrawal of the foregoing, (v) all of the
      Borrower's right, title and interest with respect to the making of
      amendments, modifications or additions of or to the terms and conditions
      under which the investment account or investments maintained therein is to
      be maintained by the Borrower, the Agent, any Lender or any Affiliate of
      the Agent or any Lender on the Borrower's behalf, and (vi) all of the
      Borrower's books, records and receipts pertaining to or confirming any of
      the foregoing,


                                       -7-
<PAGE>

            (m) all files, correspondence, computer programs, tapes, discs and
      related data processing software which contain information identifying or
      pertaining to any of the Receivables, or any Account Debtor, or showing
      the amounts thereof or payments thereon or otherwise necessary or helpful
      in the realization thereon or the collection thereof,

            (n) all cash and Cash Equivalents deposited with the Agent or any
      Lender or any Affiliate of the Agent or any Lender or which the Agent, for
      the benefit of the Secured Creditors, or any Lender or such Affiliate is
      entitled to retain or otherwise possess as collateral pursuant to the
      provisions of this Agreement or any of the Security Documents, but
      specifically excluding deposits in the Excepted Accounts, and

            (o) any and all products and proceeds of the foregoing (including,
      but not limited to, any claim to any item referred to in this definition,
      and any claim against any third party for loss of, damage to or
      destruction of any or all of, the Collateral or for proceeds payable
      under, or unearned premiums with respect to, policies of insurance) in
      whatever form, including, but not limited to, cash, negotiable instruments
      and other instruments for the payment of money, chattel paper, security
      agreements and other documents.

            "Commitment" means, as to each Lender, the amount set forth on Annex
II attached hereto, representing such Lender's obligation, upon and subject to
the terms and conditions of this Agreement (including the applicable provisions
of Section 14.1), to make Revolving Credit Loans and the Term Loan and to
purchase participations in Letters of Credit or, from and after the date hereof,
in the Register (as defined in Section 14.1) representing such Lender's
obligation to make Revolving Credit Loans and to purchase participations in
Letters of Credit and in its corresponding interest in all obligations
outstanding under the Term Loan.

            "Commitment Percentage" means, as to each Lender, the percentage of
the Total Commitment obtained by dividing such Lender's Commitment by the Total
Commitment.

            "Consolidated Fixed Charge Coverage Ratio" means the ratio of (a)
Consolidated Operating Cash Flow less Unfunded Capital Expenditures (other than
Unfunded Capital Expenditures consisting of capitalized Enterprise Resource
Planning expenditures) less cash dividends paid less cash taxes paid to (b)
Consolidated Fixed Charges; provided, that, in calculating the Consolidated
Fixed Charge Coverage Ratio for any fiscal period which includes the period from
February 1, 1998 to and including the Effective Date, the Seller shall be deemed
to have been a Consolidated Subsidiary of the Borrower for the period from
February 1, 1998 to and including the Effective Date for all purposes except for
the calculation of cash dividends.

            "Consolidated Fixed Charges" means, on a consolidated basis for the
Borrower and its Consolidated Subsidiaries, the sum of cash Interest Expense
(excluding the


                                       -8-
<PAGE>

Agent's annual $75,000 fee described in Section 5.2(b)) and scheduled principal
payments, determined in accordance with GAAP.

            "Consolidated Funded Indebtedness" means (a) all Indebtedness under
this Agreement and the Second Lien Senior Secured Facility and (b) all other
Indebtedness for Money Borrowed of the Borrower and its Consolidated
Subsidiaries.

            "Consolidated Net Income" means, for any period, net income (income
after tax payments) determined on a consolidated basis for the Borrower and its
Consolidated Subsidiaries in accordance with GAAP; provided, however, that there
shall not be included in such Consolidated Net Income:

                  (a) any net income of any Person if such person is not a
            Subsidiary, except that equity in the net income of any such Person
            for such period shall be included in such Consolidated Net Income up
            to the aggregate amount of cash actually distributed by such Person
            to the Borrower or any of its Consolidated Subsidiaries as a
            dividend or other distribution (subject, in the case of a dividend
            or other distribution to a Consolidated Subsidiary, to the
            limitation contained in clause (c) below);

                  (b) any net income of any Person acquired in a pooling of
            interests transaction for any period prior to the date of such
            acquisition;

                  (c) any net income of any Subsidiary if such Subsidiary is
            subject to restrictions, directly or indirectly, on the payment of
            dividends or the making of distributions by such Subsidiary,
            directly or indirectly, to the Borrower to the extent of such
            restrictions, except that equity in the net income of any such
            Subsidiary for such period shall be included in such Consolidated
            Net Income up to the aggregate amount of cash actually distributed
            by such Subsidiary to the Borrower or any of its Consolidated
            Subsidiaries during such period as a dividend or other distribution
            (subject, in the case of a dividend or other distribution to another
            Subsidiary, to the limitation contained in this clause);

                  (d) any gain or loss realized upon the sale or other
            disposition of any property, plant or equipment (including pursuant
            to any sale-leaseback arrangement) which is not sold or otherwise
            disposed of in the ordinary course of business and any gain or loss
            realized upon the sale or other disposition of any capital stock of
            any Person; or

                  (e) other extraordinary items.

            "Consolidated Operating Cash Flow" means, in respect of any period,
the sum of (a) Consolidated Net Income for such period and (b) the amount of all
Interest Expense, depreciation, amortization and income taxes of the Borrower
and its Consolidated Subsidiaries, but only to the extent deducted in the
determination of Consolidated Net Income for such period; provided, that, in
calculating Consolidated


                                       -9-
<PAGE>

Operating Cash Flow (except as such term is used to calculate Excess Cash Flow)
for any fiscal period which includes the period from February 1, 1998 to and
including the Effective Date, the Seller shall be deemed to have been a
Consolidated Subsidiary of the Borrower for the period from February 1, 1998 to
and including the Effective Date.

            "Consolidated Subsidiaries" means, as to the Borrower, the
Subsidiaries of the Borrower whose accounts are at the time in question
consolidated with those of the Borrower in accordance with GAAP.

            "Consolidated Tangible Net Worth" means the consolidated
shareholders' equity of the Borrower as would be shown on a consolidated balance
sheet of the Borrower less the book value of all assets which would be shown as
intangible assets, all determined in accordance with GAAP.

            "Contaminant" means any waste, pollutant, hazardous substance, toxic
substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, or any constituent of any such substance or waste.

            "Contingent Liability Reserve" means a reserve established by the
Agent against the Borrowing Base in an amount equal to the amount deducted from
the cash proceeds of any Asset Disposition pursuant to clauses (d) and (e) in
the definition of "Net Proceeds" for contingent liabilities relating to the
asset disposed.

            "Contract Rights" means any rights under contracts not yet earned by
performance and not evidenced by an instrument or chattel paper.

            "Copyrights" means and includes, in each case whether now existing
or hereafter arising, all of the Borrower's right, title and interest in and to
(a) all copyrights, rights and interests in copyrights, works protectable by
copyright, copyright registrations and copyright applications, (b) all renewals
of any of the foregoing, (c) all income, royalties, damages and payments now or
hereafter due and/or payable from third parties under any of the foregoing,
including, without limitation, damages or payments for past or future
infringements of any of the foregoing, (d) the right to sue for past, present
and future infringements of any of the foregoing, and (e) all rights
corresponding to any of the foregoing throughout the world.

            "Default" means any of the events specified in Section 13.1 which
with the passage of time or giving of notice or both would constitute an Event
of Default.

            "Default Margin" means 3%.

            "Disbursement Account" means one or more accounts maintained by and
in the name of the Borrower with a Disbursing Bank for the purposes of
disbursing Revolving Credit Loan proceeds and amounts deposited thereto.


                                      -10-
<PAGE>

            "Disbursing Bank" means any commercial bank with which a Disburse
ment Account is maintained after the Effective Date.

            "Dollar" and "$" means freely transferable United States dollars.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as in effect from time to time.

            "Effective Date" means the later of (a) the Agreement Date, and (b)
the first date on which all of the conditions set forth in Article 6 shall have
been fulfilled or waived.

            "Effective Interest Rate" means each rate of interest per annum on
the Revolving Credit Loans and the Term Loan in effect from time to time
pursuant to the provisions of Sections 5.1(a) and (b).

            "Eligible Assignee" means (a) a commercial bank, commercial finance
company or other asset based lender, having total assets in excess of
$1,000,000,000; (b) any Lender listed on the signature page of this Agreement;
(c) any Affiliate of any Lender; and (d) if an Event of Default exists, any
Person reasonably acceptable to the Agent; provided in each case that the
representation contained in Section 14.2 hereof shall be applicable with respect
to such Person.

            "Eligible Inventory" means Inventory of the Borrower which the
Agent, in its reasonable judgment, determines to meet all of the following
requirements:

            (a) such Inventory is owned by the Borrower, is stored at a location
      listed on Schedule 7.1(u), is subject to the Security Interest, which is
      perfected as to such Inventory, and is subject to no other Lien whatsoever
      other than a Permitted Lien,

            (b) such Inventory is in good condition and meets all standards
      imposed by any governmental agency, or department or division thereof,
      having regulatory authority over such goods, their use or sale,

            (c) such Inventory is currently either usable or salable, at prices
      approximating at least cost, in the normal course of the Borrower's
      business and is not discontinued, slow moving (as determined by Agent and
      Borrower based on the Borrower's general ledger reserve) or stale,

            (d) such Inventory is not obsolete or repossessed or used goods
      taken in trade, and such Inventory is not returned goods, unless such
      returned Inventory is saleable in the ordinary course of Borrower's
      business,

            (e) such Inventory is located within the United States at one of the
      locations set forth in the most recent Schedule of Inventory,


                                      -11-
<PAGE>

            (f) such Inventory is in the possession and control of the Borrower
      and not any third party or if the Inventory is held by a third party
      bailee and a negotiable instrument has not been issued with respect to it
      (i) a financing statement which names the third party bailee as the
      debtor/bailee, names the Borrower as the secured party/bailor, names the
      Agent as assignee of the secured party/bailor and contains a description
      of such Inventory acceptable to the Agent and otherwise in compliance with
      the requirements of Section 9-304(3) of the UCC has been filed in the
      appropriate filing office and (ii) such other steps as the Agent may
      reasonably require in order to establish and preserve the priority of the
      Security Interest against secured creditors of the third party bailee or
      the Borrower shall have been taken,

            (g) if such Inventory is located in a warehouse or other facility
      leased by the Borrower, the lessor has delivered to the Agent, on behalf
      of the Lenders, a waiver and consent in form and substance satisfactory to
      the Agent, and

            (h) such Inventory is not determined by the Agent, on behalf of the
      Lenders, in its reasonable judgment, based on customary asset-based
      lending practices, to be ineligible for any other reason.

            "Eligible Receivable" means a Receivable of the Borrower that
consists of the unpaid portion of the obligation stated on the invoice issued to
an Account Debtor with respect to Inventory sold and shipped to or services
performed for such Account Debtor in the ordinary course of business, net of any
credits or rebates owed by the Borrower to the Account Debtor and net of any
commissions payable by the Borrower to third parties and that the Agent, in its
reasonable judgment, determines to meet all of the following requirements:

            (a) such Receivable is owned by the Borrower and represents a
      complete bona fide transaction which requires no further act under any
      circumstances on the part of the Borrower to make such Receivable payable
      by the Account Debtor,

            (b) such Receivable shall be no older than 90 days from the date of
      invoice and have a due date no later than 60 days from the invoice date,

            (c) the goods the sale of which gave rise to such Receivable were
      shipped or delivered to the Account Debtor on an absolute sale basis, and
      not on a bill and hold basis, a consignment sale basis, a guaranteed sale
      basis, a sale or return basis, or on the basis of any other similar
      understanding, and no material part of such goods has been returned or
      rejected,

            (d) such Receivable is not evidenced by chattel paper or an
      instrument of any kind, or if such Receivable is evidenced by chattel
      paper or an instrument, such chattel paper or instrument has been
      collaterally assigned to the Agent, for


                                      -12-
<PAGE>

      the benefit of the Secured Creditors, pursuant to an assignment in form
      and substance satisfactory to the Agent and is in the possession of the
      Agent,

            (e) the Account Debtor with respect to such Receivable is not
      insolvent or the subject of any bankruptcy or insolvency proceedings of
      any kind or of any other proceeding or action, threatened or pending,
      which might, in the Agent's sole judgment, have a materially adverse
      effect on such Account Debtor's ability to pay the Receivable, unless such
      Receivable is covered by the Non-Notification Factoring Agreement and the
      Assignment of Factoring Proceeds is in effect,

            (f) such Receivable is not owing by an Account Debtor having 50% or
      more in face value of its then-existing accounts owing to the Borrower
      which do not meet the requirements set forth in clause (b) above,

            (g) such Receivable is not owing by an Account Debtor whose
      then-existing accounts owing to the Borrower (together with accounts owing
      from Affiliates of such Account Debtor) exceed in face amount 15% (in the
      case of J.C. Penney, 60%, and in the case of Sears, 25%) of the Borrower's
      total Eligible Receivables, provided this restriction shall only exclude
      the amount in excess of such concentration limit,

            (h) if such Receivable arises from the performance of services, such
      services have been fully rendered and do not relate to any warranty claim
      or obligation,

            (i) such Receivable is not owing by an Account Debtor that is
      located outside of the United States of America (for this purpose, the
      Commonwealth of Puerto Rico shall be considered located within the United
      States of America) or Canada,

            (j) such Receivable is a valid, legally enforceable obligation of
      the Account Debtor with respect thereto and is not subject to any present
      or contingent offset, deduction or counterclaim, dispute or other defense
      on the part of such Account Debtor, except if the Person which is the
      obligor under any such Receivable has disputed liability or made any claim
      of offset, deduction, counterclaim or defense, only the portion of the
      Receivable subject thereto shall be deemed ineligible under this clause
      (j),

            (k) such Receivable is subject to the first priority Security
      Interest, which is perfected as to such Receivable, and is subject to no
      other Lien whatsoever, other than Permitted Liens,

            (l) such Receivable is evidenced by an invoice or other
      documentation in form acceptable to the Agent,


                                      -13-
<PAGE>

            (m) the Receivable is not subject to the Assignment of Claims Act of
      1940, as amended from time to time, or any Applicable Law now or hereafter
      existing similar in effect thereto, or to any other prohibition (under
      Applicable Laws, by contract or otherwise) against its assignment or
      requiring notice of or consent to such assignment, unless all such
      required notices have been given, all such required consents have been
      received and all other procedures have been complied with such that such
      Receivable shall have been duly and validly assigned to the Agent, for the
      benefit of the Secured Creditors,

            (n) the goods giving rise to such Receivable were not, at the time
      of the sale thereof, subject to any Lien, except the Security Interest and
      Permitted Liens,

            (o) the Borrower is not in material breach of any express or implied
      representation or warranty with respect to the goods the sale of which
      gave rise to such Receivable nor in breach of any representation or
      warranty, covenant or other agreement contained in the Loan Documents with
      respect to such Receivable,

            (p) such Receivable does not arise out of any transaction with any
      Subsidiary, Affiliate, creditor, tenant, lessor or supplier of the
      Borrower,

            (q) the Borrower is not the beneficiary of any letter of credit
      supporting such Receivable and the Account Debtor's obligations in respect
      thereof, unless such letter of credit has been transferred to the Agent
      under documents satisfactory to the Agent,

            (r) such Receivable does not arise out of finance or similar charges
      by the Borrower or other fees for the time value of money,

            (s) the Account Debtor with respect to such Receivable is not
      located in any state denying creditors access to its courts in the absence
      of qualification to transact business in such state or the filing of a
      notice of business activities report or other similar filing, unless the
      Borrower has either qualified as a foreign corporation authorized to
      transact business in such state or has filed a notice of business
      activities report or similar filing with the applicable state agency for
      the then current year, and

            (t) neither the Account Debtor with respect to such Receivable, nor
      such Receivable, is determined by the Agent in its reasonable judgment,
      based on customary asset-based lending practices, to be ineligible for any
      other reason.

            "Environmental Indemnity Agreement" means the Environmental
Indemnity Agreement, dated as of the Effective Date, between the Borrower and
the Agent, for the ratable benefit of the Secured Creditors, pursuant to which
the Borrower


                                      -14-
<PAGE>

agrees to indemnify the Agent and the Secured Creditors for certain matters
related to Environmental Laws, as amended, modified or supplemented from time to
time.

            "Environmental Laws" means all federal, state, local and foreign
laws now or hereafter in effect relating to pollution or protection of the
environment, including laws relating to emissions, discharges, Releases or
threatened Releases of pollutants, Contaminants, chemicals, or industrial, toxic
or hazardous substances or wastes into the environment (including, without
limitation, ambient air, surface water, ground water, or land), or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, removal, transport, or handling of pollutants, Contaminants,
chemicals, or industrial, toxic or hazardous substances or wastes, and any and
all regulations, notices or demand letters issued, entered, promulgated or
approved; such laws and regulations include but are not limited to the Resource
Conservation and Recovery Act, 42 U.S.C. ss. 6901 et seq., as amended; the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
ss. 9601 et seq., as amended; the Toxic Substances Control Act, 15 U.S.C. ss.
2601 et seq., as amended; the Clean Air Act, 46 U.S.C. ss. 7401 et seq., as
amended; and state and federal lien and environmental cleanup programs.

            "Environmental Lien" means a Lien in favor of any governmental
entity for (a) any liability under Environmental Laws or (b) damages arising
from, or costs incurred by such governmental entity in response to, a Release or
threatened Release of Contaminant into the environment.

            "Equipment" means and includes, all machinery, apparatus, equipment,
motor vehicles, tractors, trailers, rolling stock, fittings, fixtures and other
tangible personal property (other than Inventory) of every kind and description
used in the Borrower's business operations or owned by the Borrower or in which
the Borrower has an interest, and all parts, accessories and special tools and
all increases and accessions thereto and substitutions and replacements
therefor.

            "Eurodollar Rate" means, with respect to any Eurodollar Rate Loan
for the Interest Period applicable thereto, a simple per annum interest rate
determined pursuant to the following formula:

      Eurodollar Rate  =  Interbank Offered Rate
                          ----------------------
                          1 - Eurodollar Reserve Percentage

The Eurodollar Rate shall be adjusted automatically as of the effective date of
any change in the Eurodollar Reserve Percentage.

            "Eurodollar Rate Loan" means any Loan bearing interest at a rate
determined by reference to the Eurodollar Rate, including any such Loans
continued as or converted into a Eurodollar Rate Loan on the same day by the
Lenders for the same Interest Period.


                                      -15-
<PAGE>

            "Eurodollar Rate Revolving Credit Loan" means a Eurodollar Rate Loan
outstanding under the Revolving Credit Facility.

            "Eurodollar Rate Term Loan" means a Eurodollar Rate Loan outstanding
under the Term Loan Facility.

            "Eurodollar Reserve Percentage" means that percentage (expressed as
a decimal) which is in effect from time to time under Regulation D of the Board
of Governors of the Federal Reserve System, as such regulation may be amended
from time to time, or any successor regulation, as the maximum reserve
requirement (including, without limitation, any basic, supplemental, emergency,
special, or marginal reserves) applicable with respect to Eurocurrency
liabilities as that term is defined in Regulation D (or against any other
category of liabilities that includes deposits by reference to which the
interest rate of Eurodollar Rate Loans is determined), whether or not any Lender
has any Eurocurrency liabilities subject to such reserve requirement at that
time. Eurodollar Rate Loans shall be deemed to constitute Eurocurrency
liabilities and as such shall be deemed subject to reserve requirements without
benefits of credits for proration, exceptions or offsets that may be available
from time to time to any Lender.

            "Event of Default" means any of the events specified in Section
13.1, provided that any requirement for notice or lapse of time or any other
condition has been satisfied.

            "Excepted Accounts" means those certain depository and other bank
accounts listed on Schedule 1.1B, so long as (excluding the Borrower's payroll
accounts and Honduran Accounts) no more than $10,000 is on deposit in any such
account at any time. The Honduran Accounts shall be considered Excepted Accounts
so long as no more than $250,000 is on deposit in any such account for more than
5 consecutive Business Days; provided, however, a Honduran Account may, for no
more than 5 consecutive Business Days during the month of June of each year and
5 consecutive Business Days during the month of December of each year have
additional deposits of up to $1,500,000 for payment of extra payroll and other
benefit payments in accordance with the customs and practice of the Borrower's
Honduran Subsidiaries and still be considered an Excepted Account hereunder.

            "Excess Cash Flow" means, for any fiscal year, (a) Consolidated
Operating Cash Flow less (b) the sum of the Borrower's and its Consolidated
Subsidiaries' cash Interest Expense, scheduled and mandatory principal payments,
cash taxes, Unfunded Capital Expenditures and WIP Deductions.

            "Factor" means Republic Business Credit Corporation, its successors,
or another factor reasonably acceptable to the Agent.

            "Federal Funds Effective Rate" means, 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 members of the
Federal Reserve


                                      -16-
<PAGE>

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 NationsBank from three federal funds brokers of
recognized standing selected by NationsBank.

            "Fee Letter" has the meaning set forth in Section 5.2(a).

            "Financial Officer" means the chief financial officer, treasurer or
controller of the Borrower.

            "Financing Statements" means any and all Uniform Commercial Code
financing statements, in form and substance satisfactory to the Agent, executed
and delivered by the Borrower to the Agent, naming the Agent, for the benefit of
the Secured Creditors, as secured party and the Borrower as debtor, in
connection with this Agreement.

            "Foreign Letter of Credit Amount" means the outstanding amount
available to be drawn under Letters of Credit issued in favor of third-party
contractors (or their designees) to support the production of goods for the
Borrower outside of the United States of America, which goods (a) are not owned
by the Borrower at the time of issuance of any such Letters of Credit, and (b)
will become In-Transit Inventory substantially simultaneously with the first
payment or disbursement by the Issuing Bank under such Letters of Credit.

            "GAAP" means generally accepted accounting principles consistently
applied and maintained throughout the period indicated and, when used with
reference to the Borrower or any Subsidiary, consistent with the prior financial
practice of the Borrower, as reflected on the financial statements referred to
in Section 7.1(n); provided, however, that, in the event that changes shall be
mandated by the Financial Accounting Standards Board or any similar accounting
authority of comparable standing, or shall be recommended by the Borrower's
independent public accountants, such changes shall be included in GAAP as
applicable to the Borrower only from and after such date as the Borrower, the
Required Lenders and the Agent shall have amended this Agreement to the extent
necessary to reflect any such changes in the financial covenants set forth in
Article 12. The parties hereto agree to promptly enter into reasonable
amendments in order to reflect such changes in GAAP.

            "General Intangibles" means all of the Borrower's now owned or
hereafter acquired general intangibles, choses in action and causes of action
and all other intangible personal property of the Borrower of every kind and
nature (other than Accounts), including, without limitation, all Proprietary
Rights, corporate or other business records, inventions, designs, blueprints,
plans, specifications, goodwill, computer software, customer lists,
registrations, licenses, franchises, tax refund claims, reversions or any rights
thereto and any other amounts payable to the Borrower from any Plan or other
employee benefit plan, rights and claims against carriers and shippers, rights
to


                                      -17-
<PAGE>

indemnification, business interruption insurance and proceeds thereof, property,
casualty or any similar type of insurance and any proceeds thereof, proceeds of
insurance covering the lives of key employees on which the Borrower is
beneficiary and any letter of credit, guarantee, claims, security interest or
other security held by or granted to the Borrower to secure payment by an
Account Debtor of any of the Accounts.

            "Governmental Approvals" means all authorizations, consents,
approvals, licenses and exemptions of, registrations and filings with, and
reports to, all governmental bodies, whether federal, state, local or foreign
national or provincial and all agencies thereof.

            "Guaranty", "Guaranteed" or to "Guarantee" as applied to any
obligation of another Person shall mean and include

            (a) a guaranty (other than by endorsement of negotiable instruments
      for collection in the ordinary course of business), directly or
      indirectly, in any manner, of any part or all of such obligation of such
      other Person, and

            (b) an agreement, direct or indirect, contingent or otherwise, and
      whether or not constituting a guaranty, the practical effect of which is
      to assure the payment or performance (or payment of damages in the event
      of nonperformance) of any part or all of such obligation of such other
      Person whether by

                  (i) the purchase of securities or obligations,

                  (ii) the purchase, sale or lease (as lessee or lessor) of
            property or the purchase or sale of services primarily for the
            purpose of enabling the obligor with respect to such obligation to
            make any payment or performance (or payment of damages in the event
            of nonperformance) of or on account of any part or all of such
            obligation, or to assure the owner of such obligation against loss,

                  (iii) the supplying of funds to or in any other manner
            investing in the obligor with respect to such obligation,

                  (iv) repayment of amounts drawn down by beneficiaries of
            letters of credit, or

                  (v) the supplying of funds to or investing in a Person on
            account of all or any part of such Person's obligation under a
            Guaranty of any obligation or indemnifying or holding harmless, in
            any way, such Person against any part or all of such obligation.


                                      -18-
<PAGE>

            "Honduran Account" means active deposit and other bank accounts of
the Borrower or the Borrower's Honduran Subsidiaries located in Honduras,
Central America, whether such accounts are now existing or established in the
future.

            "Hosiery Inventory" means Inventory consisting of sheer and opaque
hosiery, tights and trouser socks.

            "Indebtedness" of any Person means, without duplication, all (a)
Indebtedness for Money Borrowed, (b) redemption obligations (but excluding
redemption obligations that occur only upon the occurrence of a contingency if
such obligations are expressly subject to repayment in full of the Secured
Obligations) in respect of mandatorily redeemable preferred stock, but only if
the redemption obligations mature within six years of the Effective Date, (c)
liabilities for the deferred purchase price of acquired property (excluding
accounts payable not overdue by more than 60 days that arise in the ordinary
course of business, and excluding accounts payable overdue by more than 60 days
provided such accounts payable are being disputed in good faith by the Borrower,
but including all liabilities created through any conditional sale or title
retention agreement with respect to acquired property), (d) rentals capitalized
in accordance with GAAP under any Capitalized Lease, (e) all liabilities in
respect of unreimbursed draws under letters of credit or similar instruments,
(f) payment obligations with respect to interest rate swaps, currency swaps and
similar obligations which require payments, whether periodically or upon the
happening of a contingency, and (g) all Indebtedness or other obligations of
others with respect to which such Person has become liable through a Guarantee.

            "Initial Loans" means the Revolving Credit Loans and the Term Loan
made to the Borrower on the Effective Date pursuant to the Initial Notice of
Borrowing.

            "Initial Notice of Borrowing" means the Notice of Borrowing given by
the Borrower with respect to the Initial Loans which shall also specify the
method of disbursement.

            "Installment Payment Date" means the first day of each month
commencing on April 1, 1998 to and including March 1, 2003.

            "Interbank Offered Rate" means, with respect to any Eurodollar Rate
Loan for the Interest Period applicable thereto, the per annum rate of interest
determined by the Agent (each such determination to be conclusive and binding
absent manifest error) as of two Business Days prior to the first day of such
Interest Period as the effective rate at which deposits in immediately available
funds in Dollars are being offered or quoted to major banks in the London
interbank market for deposits for a term comparable to such Interest Period and
in the amount of such Eurodollar Rate Loan, which rate shall be determined from
the display designated as Page 3750 of Dow Services, Inc. In the event Page 3750
shall be unavailable for any reason, such rate may be determined by the Agent
from any other interest rate reporting service of recognized standing that the
Agent shall select.


                                      -19-
<PAGE>

            "Intercreditor Agreement" means the Intercreditor Agreement, dated
as of the Effective Date, between the Agent, the Lenders, the Syndication Agent,
the Arranger, the Documentation Agent, the Investor, and NationsBank, N.A. in
its capacity as the collateral agent under the Second Lienholder Loan Agreement.

            "Interest Expense" means interest on Indebtedness during the period
for which computation is being made, excluding (a) the amortization of fees and
costs incurred with respect to the closing of loans which have been capitalized
as transaction costs, and (b) interest paid in kind and other non-cash interest.

            "Interest Payment Date" means, (a) in the case of each Prime Rate
Loan, the first day of each calendar month commencing on April 1, 1998, and (b)
in the case of each Eurodollar Rate Loan, the last day of the Interest Period
applicable thereto (and, if an Interest Period is greater than three months, at
three month intervals after the first day of such Interest Period).

            "Interest Period" with respect to each Eurodollar Rate Loan, the
period commencing on the date of the making or continuation of or conversion to
such Eurodollar Rate Loan and ending 1, 2, 3 or 6 months thereafter, as the
Borrower may elect in the applicable Notice of Borrowing or Notice of Conversion
or Continuation; provided, that:

            (a) any Interest Period that would otherwise end on a day that is
      not a Business Day shall, subject to the provisions of clause (c) below,
      be extended to the next succeeding Business Day unless such Business Day
      falls in the next calendar month, in which case such Interest Period shall
      end on the immediately preceding Business Day;

            (b) any Interest Period that begins on the last Business Day of a
      calendar month (or 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 clause (c) below, end on the last Business Day
      of a calendar month;

            (c) any Interest Period that would otherwise end after the
      Termination Date shall end on the Termination Date;

            (d) no Interest Period applicable to a Eurodollar Rate Term Loan may
      end after the next scheduled principal repayment date unless the aggregate
      principal amount of Prime Rate Term Loans and Eurodollar Rate Term Loans
      having Interest Periods ending prior to such repayment date is at least
      equal to the amount of the principal repayment due hereunder on such date;
      and

            (e) notwithstanding clause (c) above, no Interest Period shall have
      a duration of less than one month and if any applicable Interest Period
      would be for a shorter period, such Interest Period shall not be available
      hereunder.


                                      -20-
<PAGE>

            "Interest Rate Protection Agreement" shall mean an interest rate
swap, cap or collar agreement or similar arrangement between the Borrower and a
Lender or an Affiliate of a Lender, or another financial institution acceptable
to the Agent, providing for the transfer or mitigation of interest risks either
generally or under specific contingencies.

            "Internal Revenue Code" means the Internal Revenue Code of 1986.

            "In-Transit Inventory" shall mean Inventory owned by the Borrower,
in the possession, custody or control of the Borrower or its agents, located
outside of, but in transit to, the United States of America and in which the
Borrower has granted to the Agent, for the benefit of the Secured Creditors, a
legal, valid, enforceable, fully perfected, first priority Security Interest,
subject to no Liens other than Permitted Liens, and to which effect an opinion
of counsel to the Borrower has been given in form and substance reasonably
satisfactory to the Agent and the Lenders (it being understood that such opinion
may contain customary exceptions or limitations).

            "Inventory" means all inventory as such term is defined in the
Uniform Commercial Code and shall include, without limitation, (a) all goods
intended for sale or lease by the Borrower, or for display or demonstration, and
other products intended for sale by the Borrower to its customers, (b) all work
in process, (c) all raw materials and other materials and supplies of every
nature and description used or which might be used in connection with the
manufacture, packing, shipping, advertising, selling, leasing or furnishing of
such goods or otherwise used or consumed in the Borrower's business, and (d) all
documents evidencing and general intangibles relating to any of the foregoing.

            "Investment" means, with respect to any Person, (a) the acquisition
or ownership by such Person of any share of capital stock, evidence of
Indebtedness or other security issued by any other Person, (b) any loan, advance
or extension of credit to, or contribution to the capital of, any other Person,
excluding advances to employees in the ordinary course of business for business
expenses and extensions of trade credit in the ordinary course of business, (c)
any Guaranty of the obligations of any other Person, (d) any other investment
(other than the Acquisition of a Business Unit) in any other Person, and (e) any
commitment or option to make any of the investments listed in clauses (a)
through (d) above if, in the case of an option, the consideration therefor
exceeds $100.

            "Investor" means Foothill Capital Corporation and its successors and
assigns.

            "IRS" means the Internal Revenue Service.

            "Issuing Bank" means NationsBank or, if the Borrower shall elect to
use another Lender as the issuer of Letters of Credit under Article 3 and such
other Lender shall accept such role, such other Lender, provided that at all
times all outstanding


                                      -21-
<PAGE>

Letters of Credit (other than those collateralized by cash or by another letter
of credit) must have been issued by the same Lender.

            "Lender" means at any time any lender party to this Agreement at
such time, including any such Person becoming a party hereto pursuant to the
provisions of Article 14, and its successors and assigns, and "Lenders" means at
any time all of the lenders party to this Agreement at such time, including any
such Persons becoming parties hereto pursuant to the provisions of Article 14,
and their successors and assigns.

            "Letter of Credit" means any Letter of Credit issued by the Issuing
Bank for the account of the Borrower pursuant to Article 3.

            "Letter of Credit Amount" means, with respect to any Letter of
Credit, the aggregate maximum amount at any time available for drawing under
such Letter of Credit.

            "Letter of Credit Facility" means the amount of $15,000,000.

            "Letter of Credit Obligations" means, at any time, the sum of (a)
the Reimbursement Obligations of the Borrower at such time, plus (b) the
aggregate Letter of Credit Amount of Letters of Credit outstanding at such time,
plus (c) the aggregate Letter of Credit Amount of Letters of Credit the issuance
of which has been authorized by the Agent and the Issuing Bank pursuant to
Section 3.4(b) but that have not yet been issued, in each case as reasonably
determined by the Agent.

            "Letter of Credit Reserve" means, at any time, the aggregate Letter
of Credit Obligations at such time, other than Letter of Credit Obligations that
are fully secured by Cash Collateral.

            "Lien" as applied to the property of any Person means (a) any
mortgage, deed to secure debt, deed of trust, lien, pledge, charge, lease
constituting a Capitalized Lease Obligation, conditional sale or other title
retention agreement, or other security interest, security title or similar
encumbrance of any kind in respect of any property of such Person, or upon the
income or profits therefrom, (b) any arrangement, express or implied, under
which any property of such Person is transferred, sequestered or otherwise
identified for the purpose of subjecting the same to the payment of Indebtedness
or performance of any other obligation in priority to the payment of the
general, unsecured creditors of such Person, and (c) the filing of, or any
agreement to give, any financing statement under the Uniform Commercial Code or
its equivalent in any jurisdiction, excluding informational financing statements
relating to property leased or intellectual property licensed by the Borrower.

            "Loan" means any Revolving Credit Loan or Term Loan, as well as all
such loans collectively, as the context requires.


                                      -22-
<PAGE>

            "Loan Account" and "Loan Accounts" shall have the meanings ascribed
thereto in Section 5.5.

            "Loan Documents" means collectively this Agreement, the Notes, the
Fee Letter, the Security Documents and each other instrument, agreement or
document executed by the Borrower or any Subsidiary of the Borrower in
connection with the making of any Loan under this Agreement, whether on or after
the Effective Date.

            "Materially Adverse Effect" means any act, omission, situation,
circumstance, event or undertaking which would, singly or in any combination
with one or more other related acts, omissions, situations, circumstances,
events or undertakings have a materially adverse effect upon (a) the business,
assets, properties, liabilities, condition (financial or otherwise), results of
operations or business prospects of the Borrower and its Subsidiaries, taken as
a whole, (b) the value of the Collateral or the Real Estate taken as a whole,
(c) the Security Interest or the priority of the Security Interest, (d) the
ability of the Borrower or any of its Subsidiaries to perform in any material
respect any material obligations under this Agreement or any other Loan Document
to which it is a party, or (e) the legality, validity, binding effect,
enforceability or admissibility into evidence of any Loan Document or the
ability of the Agent or any Lender to enforce any material rights or remedies
under or in connection with any Loan Document.

            "Minimum Commitment" means $10,000,000.

            "Money Borrowed" means, as applied to Indebtedness, (a) Indebtedness
for money borrowed, (b) Indebtedness, whether or not in any such case the same
was for money borrowed, (i) represented by notes payable, and drafts accepted,
that represent extensions of credit, (ii) constituting obligations evidenced by
bonds, debentures, notes or similar instruments, or (iii) upon which interest
charges are customarily paid or that was issued or assumed as full or partial
payment for property (other than trade credit that is incurred in the ordinary
course of business), (c) Indebtedness that constitutes a Capitalized Lease
Obligation, and (d) Indebtedness that is such by virtue of clause (h) of the
definition thereof, but only to the extent that the obligations Guaranteed are
obligations that would constitute Indebtedness for Money Borrowed.

            "Moody's" means Moody's Investor Service, Inc. (or its successor).

            "Mortgages" means and includes any and all of the mortgages,
leasehold mortgages, deeds of trust, deeds to secure debt, assignments and other
instruments executed and delivered by the Borrower pursuant to which the
Borrower grants to the Agent a Lien on all the Borrower's Real Estate (excluding
leasehold interests, other than the lease of the Borrower's Real Estate located
in Siler City, North Carolina and Qualifying Leases) and a collateral assignment
of the Borrower's interest under the lease of Borrower's Real Estate located in
Siler City, North Carolina and under Qualifying Leases, and all amendments,
modifications and supplements thereto.


                                      -23-
<PAGE>

            "Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which the Borrower or a Related Company is
required to contribute or has contributed within the immediately preceding six
years.

            "NationsBank" means NationsBank, N.A., and its successors and
permitted assigns.

            "Net Outstandings" of any Lender means, at any time, the sum of (a)
all amounts paid by such Lender (other than pursuant to Section 15.7) to the
Agent in respect of Revolving Credit Loans or otherwise under this Agreement,
minus (b) all amounts paid by the Agent to such Lender which are received by the
Agent and which, pursuant to this Agreement, are paid over to such Lender for
application in reduction of the outstanding principal balance of the Revolving
Credit Loans.

            "Net Proceeds" means proceeds received by the Borrower or any of its
Subsidiaries in cash from any Asset Disposition, net of: (a) the transaction
costs of such sale, lease, transfer or other disposition; (b) any tax liability
arising from such transaction; (c) amounts applied to repayment of Indebtedness
(other than the Secured Obligations) secured by a Lien on the asset or property
disposed; (d) reasonable reserves related to any contingent liability relating
to the asset or property disposed which the Borrower or its Subsidiaries will
retain following such Asset Disposition; and (e) amounts held in escrow pending
resolution of contingencies or the like until actually received.

            "Net Worth" means, with respect to any Person, such Person's total
shareholder's equity (including capital stock, additional paid-in capital and
retained earnings, after deducting treasury stock) which would appear as such on
a balance sheet of such Person prepared in accordance with GAAP.

            "Non-Notification Factoring Agreement" means an agreement regarding
the factoring of certain Receivables of the Borrower by and between the Factor
and the Borrower.

            "Non-Ratable Loan" means a Revolving Credit Loan made by NationsBank
in accordance with the provisions of Section 5.8(c).

            "Note" means any of the Revolving Credit Notes or Term Notes and
"Notes" means more than one such Note.

            "Notice of Borrowing" means a written notice, or telephonic notice
followed by a confirming same-day written notice, requesting a Borrowing of
either a Prime Rate Loan or a Eurodollar Rate Loan, which is given by telex or
facsimile transmission in accordance with the applicable provisions of this
Agreement and which specifies (i) the amount of the requested Borrowing, (ii)
the date of the requested Borrowing, and (iii) if the requested Borrowing is of
a Eurodollar Rate Loan, the duration of the applicable Interest Period.


                                      -24-
<PAGE>

            "Notice of Conversion or Continuation" has the meaning specified in
Section 5.13.

            "Operating Lease" means any lease (other than a lease constituting a
Capitalized Lease Obligation) of real or personal property.

            "PBGC" means the Pension Benefit Guaranty Corporation and any
successor agency.

            "Patent Assignment" means the Conditional Assignment and Patent
Security Agreement, dated on or about the Effective Date, by the Borrower to the
Agent for the benefit of the Secured Creditors, as the same may be amended,
modified or supplemented from time to time.

            "Patents" means and includes, in each case whether now existing or
hereafter arising, all of the Borrower's right, title and interest in and to (a)
any and all patents and patent applications, (b) inventions and improvements
described and claimed therein, (c) reissues, divisions, continuations, renewals,
extensions, continuations-in-part and continued prosecution applications
thereof, (d) income, royalties, damages, claims and payments now or hereafter
due and/or payable under and with respect thereto, including, without
limitation, damages and payments for past and future infringements thereof, (e)
rights to sue for past, present and future infringements thereof, and (f) all
rights corresponding to any of the foregoing throughout the world.

            "Permitted Guarantees" means (a) Guarantees by the Borrower of
obligations of its Subsidiary Guarantors, (b) Guarantees by the Borrower of
obligations of its other Subsidiaries to the extent such Guarantees constitute a
"Permitted Investment" under clause (e) or (f) of the definition thereof, (c)
Guarantees by the Subsidiary Guarantors of the Borrower's obligations under the
Second Lien Senior Secured Facility, and (d) Guarantees by the Subsidiary
Guarantors of the Borrower's obligations under the Loan Agreement and the other
Loan Documents.

            "Permitted Investments" means Investments in:

            (a) direct obligations of the United States of America or any agency
      or instrumentality of the United States of America, the payment or
      guarantee of which constitutes a full faith and credit obligation of the
      United States of America, in each case maturing no later than one year
      from the date of acquisition;

            (b) certificates of deposit maturing no later than one year from the
      date of acquisition issued by U.S. commercial banks having a combined
      capital and surplus of over $200,000,000 and having a long-term debt
      rating of A- by S&P, or A3 or better by Moody's;


                                      -25-
<PAGE>

            (c) commercial paper of a domestic issuer rated A-1 by S&P and P-1
      by Moody's and maturing not more than 270 days after the date of
      acquisition;

            (d) Investments in or to existing Subsidiary Guarantors;

            (e) Investments in the ordinary course of business in the working
      capital of Borrower's Honduran Subsidiaries, in an aggregate outstanding
      amount not to exceed $4,000,000 at any time;

            (f) Investments in other Subsidiaries in an aggregate outstanding
      amount not to exceed $500,000 at any time;

            (g) Investments made in the ordinary course of business;

            (h) other Investments (in addition to clauses (a) through (g) above)
      not exceeding at any time the greater of (i) $100,000, or (ii) the amount
      that is available for Restricted Payments; and

            (i) Investments received in connection with the settlement of
      accounts receivable that arose in the ordinary course of business.

            "Permitted Liens" means (a) Liens securing taxes, assessments and
other governmental charges or levies (excluding any Lien imposed pursuant to any
of the provisions of ERISA) or the claims of materialmen, mechanics, carriers,
warehousemen or landlords for labor, materials, supplies or rentals incurred in
the ordinary course of business, but in all cases only if payment shall not at
the time be required to be made in accordance with Section 10.6, (b) Liens
resulting from a judgment or award which is being contested in good faith by
appropriate proceedings and for which reserves in respect of the reasonably
anticipated liability therefor have been appropriately established, but only if
the enforcement of any such Lien has been stayed within 30 days by appropriate
proceedings, (c) Liens arising in the ordinary course of business that do not
secure the repayment of Indebtedness for Money Borrowed (i) to secure the
performance of bids, trade contracts, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature, (ii) in favor
of customs and revenue authorities arising as a matter of law to secure payment
of customs duties in connection with the importation of goods, (iii) consisting
of restrictions (other than pledges or other security interests) on the
transferability of Investments in favor of co-investors or the issuers of such
Investments or imposed by law, and (iv) on Trademarks, Patents, Copyrights and
other intellectual property (whether individually or as part of a group)
consisting of the license or similar disposition of such property made in the
ordinary course of business, (d) Liens constituting Permitted Encumbrances, as
defined in the Mortgages, and other Liens on the Borrower's Real Estate in the
nature of zoning restrictions, easements, and rights or restrictions of record
on the use of real property, which do not materially detract from the value of
such property or impair the use thereof in the business of the Borrower, (e)
Purchase Money Liens securing Permitted Purchase Money Indebtedness, (f) Liens
shown on Schedule 1.1A - Permitted


                                      -26-
<PAGE>

Liens (and replacements, extensions and renewals of any such Lien upon or in the
same property theretofore subject thereto or the replacement, extension or
renewal (without increase in the amount or change in any direct or contingent
obligor) of the Indebtedness secured thereby), (g) Liens securing Indebtedness
owed by a Subsidiary to the Borrower or to a Subsidiary Guarantor, (h) Liens
securing the Second Lien Senior Secured Facility, provided such Liens are
subordinated to the Lien of the Agent, for the benefit of the Secured Creditors,
in accordance with the terms of the Intercreditor Agreement, (i) Liens on
Receivables arising under the Non-Notification Factoring Agreement, so long as
the Assignment of Factoring Proceeds is in full force and effect, and (j) Liens
of the Agent, for the benefit of the Secured Creditors, arising under this
Agreement and the other Loan Documents.

            "Permitted Purchase Money Indebtedness" means Indebtedness of the
Borrower and its Subsidiaries (a) which is secured by a Purchase Money Lien, and
(b) which, when aggregated with the principal amount of all other such
Indebtedness and Capitalized Lease Obligations of the Borrower at the time
outstanding, does not exceed $10,000,000. For the purposes of this definition,
the principal amount of any Indebtedness consisting of Capitalized Leases shall
be computed as a Capitalized Lease Obligation.

            "Person" means an individual, limited liability company,
corporation, partnership, association, trust or unincorporated organization, or
a government or any agency or political subdivision thereof.

            "Plan" means any employee benefit plan as defined in Section 3(3) of
ERISA in respect of which the Borrower or any Related Company is, or within the
immediately preceding six years was, an "employer" as defined in Section 3(5) of
ERISA, but only with respect to the time during such six-year period which the
Borrower or any Related Company was an "employer" with respect to a given
employee benefit plan.

            "Pledged Stock" means all stock of the Borrower's Subsidiaries
assigned and pledged to the Agent, for the benefit of the Secured Creditors,
pursuant to the Stock Pledge Agreement and Section 9.16.

            "Prime Rate" means on any day the interest rate per annum equal to
the rate of interest publicly announced by the Agent at its head office in
Atlanta, Georgia as its "prime" rate, as in effect on the last Business Day of
the calendar month immediately preceding the month in which such day falls. The
Agent lends at rates above and below the Prime Rate.

            "Prime Rate Loan" means any Prime Rate Revolving Credit Loan or
Prime Rate Term Loan, and "Prime Rate Loans" means more than one such Loan.

            "Prime Rate Revolving Credit Loan" means each Borrowing of Prime
Rate Loans under the Revolving Credit Facility on the same day, a specified
principal amount


                                      -27-
<PAGE>

of Prime Rate Loans outstanding under the Revolving Credit Facility, and any
Non-Ratable Loan.

            "Prime Rate Term Loan" means a Prime Rate Loan outstanding under the
Term Loan Facility.

            "Pro Forma" means the pro forma balance sheet of the Borrower and
its Subsidiaries as at January 31, 1998, after giving effect to the transactions
contemplated by this Agreement, the Acquisition Agreement and the Acquisition
Documents.

            "Projections" means the forecasted (a) balance sheets, (b) income
statements, (c) cash flow statements, and (d) Borrowing Base availability
calculations, of the Borrower and its Subsidiaries for the Borrower's 1999
through 2002 fiscal years, together with appropriate supporting details and a
statement of underlying assumptions.

            "Proportionate Share" or "Ratable", as applied to a Lender, means
such Lender's share of an amount in Dollars or other property at the time of
determination equal to (i) the Commitment Percentage of such Lender, or (ii) if
the Commitments are terminated, the percentage of the total principal amount of
Loans (plus Letter of Credit Obligations) outstanding at such time obtained by
dividing the principal amount of the Loans (plus Letter of Credit Obligations)
then owing to such Lender by the total principal amount of all Loans (plus
Letter of Credit Obligations) then owing to all Lenders.

            "Proprietary Rights" means all of the Borrower's now owned and
hereafter arising or acquired: Patents, Copyrights, Trademarks, including,
without limitation, those Proprietary Rights set forth on Schedule 7.1(bb)
hereto, and all other rights under any of the foregoing, all extensions,
renewals, reissues, divisions, continuations, and continuations-in-part of any
of the foregoing, and all rights to sue for past, present and future
infringement of any of the foregoing.

            "Purchase Money Lien" means any Lien incurred to secure the payment
of the purchase price or costs of construction incurred with the acquisition of,
or improvement to, fixed assets, including any Lien existing on such fixed
assets at the time of acquisition thereof or at the time of acquisition by the
Borrower or any of its Subsidiaries of any business entity then owning such
fixed assets (so long as they were not incurred or extended in contemplation of
such acquisition), provided that (a) such Lien shall attach solely to the fixed
assets acquired or purchased, (b) such Lien shall have been created or incurred
within 180 days of the date of acquisition of such fixed assets (with the
exception that in the case of construction or acquisition of improvements to
real estate, the land on which such improvements are located shall not be
required to have been acquired within such 180 day period), and (c) the
Indebtedness secured by such Lien does not exceed 100% of the purchase price of
assets so acquired.

            "Qualifying Lease" means a lease of real estate entered into by the
Borrower or by a Subsidiary of the Borrower as lessee after the Effective Date,
provided such lease meets each of the following requirements: (a) either (i)
such lease has an


                                      -28-
<PAGE>

initial term equal to or greater than five years from the date such lease is
executed, or (ii) such lease has a term (including both the initial term and any
renewal terms that are exercisable by the Borrower or the Borrower's Subsidiary
and are binding on the lessor if exercised) equal to or greater than ten years
from the date such lease is executed; (b) the aggregate dollar amount of lease
payments (including the aggregate amount of all required lessee payments of
taxes, insurance and maintenance charges, whether paid directly by the lessee or
reimbursed to the lessor) for any one year period of the lease term is at least
$50,000; and (c) the gross area leased pursuant to such lease exceeds 10,000
square feet.

            "Real Estate" means all of the Borrower's now or hereafter owned or
leased estates in real property, including, without limitation, all fees,
leaseholds and future interests, together with all of the Borrower's now or
hereafter owned or leased interests in the improvements and emblements thereon,
the fixtures attached thereto and the easements appurtenant thereto, including,
without limitation the real property described on Schedule 7.1(w).

            "Receivables" means and includes (a) any and all rights to the
payment of money or other forms of consideration of any kind (whether classified
under the Uniform Commercial Code as accounts, contract rights, chattel paper,
general intangibles, or otherwise) including, but not limited to, accounts
receivable, letters of credit and the right to receive payment thereunder,
chattel paper, tax refunds, insurance proceeds, Contract Rights, notes, drafts,
instruments, documents, acceptances, and all other debts, obligations and
liabilities in whatever form from any Person, (b) all guarantees, security and
Liens for payment thereof, (c) all goods, whether now owned or hereafter
acquired, and whether sold, delivered, undelivered, in transit or returned,
which may be represented by, or the sale or lease of which may have given rise
to, any such right to payment or other debt, obligation or liability, and (d)
all proceeds of any of the foregoing.

            "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System (or any successor).

            "Reimbursement Agreement" means, with respect to a Letter of Credit,
such form of application therefor and form of reimbursement agreement therefor
(whether in a single document or several documents) as the Issuing Bank may
employ in the ordinary course of business for its own account, with such
modifications thereto as may be agreed upon by the Issuing Bank and the
Borrower, provided that such application and agreement and any modifications
thereto are not inconsistent with the terms of this Agreement.

            "Reimbursement Obligations" means the reimbursement or repayment
obligations of the Borrower to the Issuing Bank pursuant to Section 3.6 or
pursuant to a Reimbursement Agreement, with respect to amounts that have been
drawn under Letters of Credit.


                                      -29-
<PAGE>

            "Related Company" means any (i) corporation which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of
the Internal Revenue Code) as the Borrower; (ii) partnership or other trade or
business (whether or not incorporated) under common control (within the meaning
of Section 414(c) of the Internal Revenue Code) with the Borrower; or (iii)
member of the same affiliated service group (within the meaning of Section
414(m) of the Internal Revenue Code) as the Borrower, any corporation described
in clause (i) above or any partnership, trade or business described in clause
(ii) above.

            "Release" means release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment or into or out of any property, including the
movement of Contaminants through or in the air, soil, surface water or
groundwater.

            "Remedial Action" means actions required pursuant to Environmental
Laws to (i) clean up, remove, treat or in any other way address Contaminants in
the indoor or outdoor environment; (ii) prevent the Release or threat of Release
or minimize the further Release of Contaminants so they do not migrate or
endanger or threaten to endanger public health or welfare or the indoor or
outdoor environment; or (iii) perform pre-remedial studies and investigations
and post-remedial monitoring and care.

            "Reportable Event" has the meaning set forth in Section 4043(b) of
ERISA, but shall not include a Reportable Event as to which the provision for 30
days notice to the PBGC is waived under applicable regulations.

            "Required Lenders" means, at any time, any combination of Lenders
the sum of whose Commitment Percentages at such time aggregate in excess of 50%;
provided, however, that if any Lender shall have failed to fund its
Proportionate Share of any Loan in accordance with the terms of this Agreement,
then, for so long as such failure continues, the term "Required Lenders" shall
mean Lenders (excluding such Lender whose failure to fund its Proportionate
Share of any Loan has not been cured) whose Commitment Percentages (computed
after excluding the defaulting Lender's Commitments from the Total Commitment)
at such time aggregate in excess of 50%; provided further, however, that if the
Commitments have been terminated, the term "Required Lenders" shall mean Lenders
(excluding each Lender whose failure to fund its Proportionate Share of any Loan
has not been cured) holding Loans (plus Letter of Credit Obligations)
representing in excess of 50% of the aggregate principal amount of Loans and
Letter of Credit Obligations (excluding the Loans and Letter of Credit
Obligations owing to the defaulting Lender) outstanding at such time.

            "Restricted Dividend Payment" means any dividend, distribution or
payment on or with respect to (a) any shares of a Person's capital stock (other
than dividends payable solely in shares of its capital stock) or (b) any
partnership interest in a Person, excluding, however, any such dividend,
distribution or payment to the Borrower by any Subsidiary of the Borrower.


                                      -30-
<PAGE>

            "Restricted Payment" means (a) any redemption, retirement or payment
with respect to the Seller Subordinated Indebtedness other than in accordance
with the subordination provisions set forth in the Seller Subordinated Note, (b)
any prepayment of principal, interest or any other amount due under the Second
Lien Senior Secured Facility, (c) the payment by any Person of the principal
amount of or interest on any Indebtedness (other than trade debt) owing to any
Affiliate of the Borrower, and (d) the payment of any management, consulting or
similar fee by any Person to any Affiliate of such Person, other than payments
of amounts due under employment contracts in the ordinary course of business.

            "Restricted Purchase" means any payment on account of the purchase,
redemption or other acquisition or retirement by a Person of any (a) shares of
such Person's capital stock (except shares acquired on the conversion thereof
into other shares of capital stock of such Person), (b) a partnership interest
in such Person, if such Person is a partnership, or (c) a membership interest in
such Person, if such Person is a limited liability company.

            "Revolving Credit Facility" means (a) during the months of January
through May and October through December, the principal amount of $65,000,000
and (b) during the months of June through September, the principal amount of
$70,000,000, or such lesser or greater amounts as shall be agreed upon from time
to time in writing by the Agent, the Lenders and the Borrower.

            "Revolving Credit Loans" means loans made to the Borrower pursuant
to Section 2.1.

            "Revolving Credit Note" means each Revolving Credit Note made by the
Borrower payable to the order of a Lender evidencing the obligation of the
Borrower to pay the aggregate unpaid principal amount of the Revolving Credit
Loans made to it by such Lender (and any promissory note or notes that may be
issued from time to time in substitution, renewal, extension, replacement or
exchange therefor whether payable to such Lender or to a different Lender in
connection with a Person becoming a Lender after the Effective Date or
otherwise) substantially in the form of Exhibit A-1 hereto, with all blanks
properly completed, either as originally executed or as the same may from time
to time be supplemented, modified, amended, renewed, extended or refinanced.

            "S&P" means Standard & Poor's Ratings Group, a Division of McGraw
Hill, Inc. (or its successors).

            "Schedule of Equipment" means a schedule delivered by the Borrower
to the Agent pursuant to the provisions of Section 9.12(d).

            "Schedule of Inventory" means a schedule delivered by the Borrower
to the Agent pursuant to the provisions of Section 9.12(b).


                                      -31-
<PAGE>

            "Schedule of Receivables" means a schedule delivered by the Borrower
to the Agent pursuant to the provisions of Section 9.12(a).

            "Second Lien Senior Secured Facility" means the $15,000,000 of
second lien senior secured Indebtedness made available to the Borrower on the
Effective Date pursuant to the terms of the Second Lienholder Loan Agreement.

            "Second Lienholder Loan Agreement" means the Loan and Security
Agreement dated of even date herewith between the Borrower, the Investor, and
NationsBank, N.A., as collateral agent.

            "Secured Creditors" means, collectively, the Agent, the Syndication
Agent, the Arranger, the Documentation Agent, the Lenders, the Issuing Bank, and
each of their respective Affiliates.

            "Secured Obligations" means, in each case whether now in existence
or hereafter arising, (a) the principal of, and interest and premium, if any,
on, the Loans, (b) the Reimbursement Obligations and all other obligations of
the Borrower to the Agent, the Issuing Bank or any Lender arising in connection
with the issuance of Letters of Credit, and (c) all indebtedness, liabilities,
obligations, covenants and duties of the Borrower to the Secured Creditors of
every kind, nature and description arising under or in respect of this
Agreement, the Notes or any of the other Loan Documents, or the Banking
Relationship, whether direct or indirect, absolute or contingent, due or not
due, contractual or tortious, liquidated or unliquidated, and whether or not
evidenced by any note, and whether or not for the payment of money, including
without limitation, fees required to be paid pursuant to Article 5 and expenses
required to be paid or reimbursed pursuant to Section 16.2. As used herein,
"Banking Relationship" means obligations of the Borrower relating to or arising
out of (i) checking and operating account relationships among the Borrower and
any Lender (or any Affiliate of a Lender) in the ordinary course of business and
(ii) Interest Rate Protection Agreements.

            "Security Documents" means each of the following:

            (a) the Mortgages,

            (b) the Financing Statements,

            (c) the Acquisition Documents Assignment,

            (d) the Trademark Assignment and the Patent Assignment, and

            (e) each other writing executed and delivered by the Borrower or any
      other Person securing the Secured Obligations.


                                      -32-
<PAGE>

            "Security Interest" means the Liens of the Agent, for the benefit of
the Secured Creditors, on and in the Collateral effected hereby or by any of the
Security Documents or pursuant to the terms hereof or thereof.

            "Seller" means Glendale Hosiery Company, a North Carolina
corporation.

            "Seller Subordinated Indebtedness" means the Indebtedness of the
Borrower evidenced by the Seller Subordinated Note, including principal thereof
and interest and premium, if any, thereon, together with any and all
Indebtedness related thereto.

            "Seller Subordinated Note" means the Subordinated Promissory Note
dated the Effective Date, in an original principal amount not to exceed the
amount required under the Acquisition Agreement, executed by the Borrower in
favor of the Seller, as the same may be amended, modified, extended, renewed or
replaced from time to time with the consent of the Required Lenders.

            "Settlement Date" means each Business Day after the Effective Date
selected by the Agent in its sole discretion subject to and in accordance with
the provisions of Section 5.8(c)(i) as of which a Settlement Report is delivered
by the Agent and on which settlement is to be made among the Lenders in
accordance with the provisions of Section 5.8.

            "Settlement Report" means each report, substantially in the form
attached hereto as Exhibit E, prepared by the Agent and delivered to each Lender
and setting forth, among other things, as of the Settlement Date indicated
thereon and as of the next preceding Settlement Date, the aggregate principal
balance of all Revolving Credit Loans outstanding, each Lender's Commitment
Percentage thereof, each Lender's Net Outstandings and all Non-Ratable Loans
made, and all payments of principal, interest and fees received by the Agent
from the Borrower during the period beginning on such next preceding Settlement
Date and ending on such Settlement Date.

            "Stock Pledge Agreement" means the Stock Pledge Agreement, dated as
of the Effective Date, executed by the Borrower pursuant to which the Borrower
assigns and pledges 65% of the capital stock of each of its foreign
Subsidiaries.

            "Subsidiary"

            (a) when used to determine the relationship of a Person to another
      Person, means a Person of which an aggregate of 50% or more of the stock
      of any class or classes or 50% or more of other ownership interests is
      owned of record or beneficially by such other Person, or by one or more
      Subsidiaries of such other Person, or by such other Person and one or more
      Subsidiaries of such Person,


                                      -33-
<PAGE>

                  (i) if the holders of such stock, or other ownership
            interests, (A) are ordinarily, in the absence of contingencies,
            entitled to vote for the election of a majority of the directors (or
            other individuals performing similar functions) of such Person, even
            though the right so to vote has been suspended by the happening of
            such a contingency, or (B) are entitled, as such holders, to vote
            for the election of a majority of the directors (or individuals
            performing similar functions) of such Person, whether or not the
            right so to vote exists by reason of the happening of a contingency,
            or

                  (ii) in the case of such other ownership interests, if such
            ownership interests constitute a majority voting interest, and

            (b) when used with respect to a Plan, ERISA or a provision of the
      Internal Revenue Code pertaining to employee benefit plans, also means any
      corporation, trade or business (whether or not incorporated) which is
      under common control with the Borrower and is treated as a single employer
      with the Borrower under Section 414(b) or (c) of the Internal Revenue Code
      and the regulations thereunder.

            (c) a Subsidiary will not cease to be considered wholly-owned by
      reason of the issuance of capital stock as directors' qualifying shares.

            "Subsidiary Guarantor" means each U.S. Subsidiary of the Borrower
which Guarantees the Secured Obligations, and grants the Agent, for the benefit
of the Secured Creditors, a first priority security interest in all of its
assets, in accordance with Section 9.16.

            "Supermajority Lenders" means, at any time, any combination of
Lenders the sum of whose Commitment Percentages at such time aggregate in excess
of 66.6%; provided, however, that if any Lender shall have failed to fund its
Proportionate Share of any Loan in accordance with the terms of this Agreement,
then, for so long as such failure continues, the term "Supermajority Lenders"
shall mean Lenders (excluding such Lender whose failure to fund its
Proportionate Share of any Loan has not been cured) whose Commitment Percentages
(computed after excluding the defaulting Lender's Commitments from the Total
Commitment) at such time aggregate in excess of 66.6%; provided further,
however, that if the Commitments have been terminated, the term "Supermajority
Lenders" shall mean Lenders (excluding each Lender whose failure to fund its
Proportionate Share of any Loan has not been cured) holding Loans (plus Letter
of Credit Obligations) representing in excess of 66.6% of the aggregate
principal amount of Loans and Letter of Credit Obligations (excluding the Loans
and Letter of Credit Obligations owing to the defaulting Lender) outstanding at
such time.

            "Term Loan" means each loan made to the Borrower pursuant to Section
4.1, as well as all such loans collectively, as the context requires.

            "Term Loan Facility" means the principal amount of $25,000,000.


                                      -34-
<PAGE>

            "Term Note " means each Term Note made by the Borrower payable to
the order of a Lender evidencing the obligation of the Borrower to pay the
aggregate unpaid principal amount of the Term Loan made to it by such Lender
(and any promissory note or notes that may be issued from time to time in
substitution, renewal, extension, replacement or exchange therefor whether
payable to such Lender or to a different Lender in connection with a Person
becoming a Lender after the Effective Date or otherwise) substantially in the
form of Exhibit A-2 hereto, with all blanks properly completed, either as
originally executed or as the same may from time to time be supplemented,
modified, amended, renewed, extended or refinanced.

            "Termination Date" means March 24, 2003, such earlier date as the
Secured Obligations shall have been accelerated pursuant to the provisions of
Section 13.2, such earlier date as all Secured Obligations shall have been
irrevocably paid in full and the Revolving Credit Facility shall have been
terminated, or such later date as to which the same may be extended pursuant to
the provisions of Section 2.5.

            "Termination Event" means (a) a Reportable Event, or (b) the filing
of a notice of intent to terminate a Plan or the treatment of a Plan amendment
as a termination under Section 4041 of ERISA, or (c) the institution of
proceedings to terminate a Plan by the PBGC under Section 4042 of ERISA, or the
appointment of a trustee to administer any Plan.

            "Total Commitment" means the sum of the Commitments.

            "Trademark Assignment" means the Conditional Assignment and
Trademark Security Agreement, dated on or about the Effective Date, executed and
delivered by the Borrower, as the same may be amended, modified or supplemented
from time to time.

            "Trademarks" means and includes in each case whether now existing or
hereafter arising, all of the Borrower's right, title and interest in and to (a)
trademarks (including service marks), trade names and trade styles and the
registrations and applications for registration thereof and the goodwill of the
business symbolized by the trademarks, (b) licenses of the foregoing, whether as
licensee or licensor, (c) applications therefor and renewals and continued
prosecution applications thereof, (d) income, royalties, damages and payments
now or hereafter due and/or payable with respect thereto, including, without
limitation, damages, claims and payments for past and future infringements
thereof, (e) rights to sue for past, present and future infringements thereof,
including the right to settle suits involving claims and demands for royalties
owing, and (f) all rights corresponding to any of the foregoing throughout the
world.

            "Type" when used in respect of any Loan or Borrowing, shall refer to
the rate by reference to which interest on such Loan or on the Loans comprising
such Borrowing is determined.


                                      -35-
<PAGE>

            "Unfunded Capital Expenditures" means all Capital Expenditures,
other than those which are paid for with the proceeds of Indebtedness for Money
Borrowed with a maturity of more than one year (other than the Revolving Credit
Loans) incurred to finance such Capital Expenditures and other than those
represented by Capitalized Lease Obligations with a maturity of more than one
year.

            "Unfunded Vested Accrued Benefits" means with respect to any Plan at
any time, the amount (if any) by which (a) the present value of all vested
nonforfeitable benefits under such Plan exceeds (b) the fair market value of all
Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plan.

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

            "WIP Advance Rate" means, (a) in the case of work-in-process
Eligible Inventory consisting of Hosiery Inventory, 55%, and (b) in the case of
all other work-in-process Eligible Inventory, the applicable advance rate set
forth below:

                             Period                       Advance Rate
                             ------                       ------------

            To and including first anniversary of the         55%
            Agreement Date

            From first anniversary of the Agreement           50%
            Date to and including second anniversary
            of the Agreement Date

            From second anniversary of the Agreement          45%
            Date to and including third anniversary
            of the Agreement Date

            From third anniversary of the Agreement           40%
            Date to and including fourth anniversary
            of the Agreement Date

            From fourth anniversary of the Agreement          35%
            Date to and including fifth anniversary
            of the Agreement Date

            "WIP Deductions" means, for any fiscal year (commencing with the
fiscal year ending in January 2000), 5% of the average amount of work-in-process
Eligible Inventory (other than work-in-process Eligible Inventory consisting of
Hosiery Inventory) during such fiscal year (determined from the month-end
Borrowing Base Certificates for such fiscal year).


                                      -36-
<PAGE>

            SECTION 1.2. General. All terms of an accounting nature not
specifically defined herein shall have the meaning ascribed thereto by GAAP.
Except as otherwise defined in Section 1.1, the terms accounts, chattel paper,
contract rights, documents, equipment, instruments, general intangibles and
inventory, as and when used in this Agreement or the Security Documents, shall
have the meanings given those terms in the Uniform Commercial Code. Unless
otherwise specified, a reference in this Agreement to a particular section or
subsection is a reference to that section or subsection of this Agreement, and
the words "hereof," "herein," "hereunder" and words of similar import, when used
in this Agreement, refer to this Agreement as a whole and not to any particular
provision, section or subsection of this Agreement. Wherever from the context it
appears appropriate, each term stated in either the singular or plural shall
include the singular and plural, and pronouns stated in the masculine, feminine
or neuter gender shall include the masculine, the feminine and the neuter. Words
denoting individuals include corporations and vice versa. References to any
legislation or statute or code, or to any provisions of any legislation or
statute or code, shall include any modification or reenactment of, or any
legislative, statutory or code provision substituted for, such legislation,
statute or code or provision thereof. References to any document or agreement
(including this Agreement) shall include references to such document or
agreement as amended, novated, supplemented, modified or replaced from time to
time, so long as and to the extent that such amendment, novation, supplement,
modification or replacement is either not prohibited by the terms of this
Agreement or is consented to by the Required Lenders and the Agent. References
to any Person include its successor or permitted substitutes and assigns.

                                    ARTICLE 2

                            REVOLVING CREDIT FACILITY

            SECTION 2.1. Revolving Credit Loans. Upon the terms and subject to
the conditions of, and in reliance upon the representations and warranties made
under, this Agreement, each Lender agrees, severally, but not jointly, to make
Revolving Credit Loans to the Borrower from time to time from the Effective Date
to but not including the Termination Date, as requested or deemed requested by
the Borrower in accordance with the terms of Section 2.2, in amounts equal to
such Lender's Commitment Percentage of each such Loan requested or deemed
requested hereunder up to an aggregate amount at any one time outstanding equal
to such Lender's Commitment Percentage of the Borrowing Base; provided, however,
that the aggregate principal amount of all outstanding Revolving Credit Loans
(after giving effect to the Loans requested) shall not exceed the Borrowing
Base. It is expressly understood and agreed that the Lenders may and at present
intend to use the Borrowing Base as a maximum ceiling on Revolving Credit Loans
to the Borrower; provided, however, that it is agreed that should the Revolving
Credit Loans exceed the ceiling so determined or any other limitation set forth
in this Agreement, such Revolving Credit Loans shall nevertheless constitute
Secured Obligations and, as such, shall be entitled to all benefits thereof and
security therefor. The principal amount of any Revolving Credit Loan which is
repaid


                                      -37-
<PAGE>

pursuant to Section 2.3(c) may be reborrowed by the Borrower, subject to the
terms and conditions of this Agreement, in accordance with the terms of this
Section 2.1. The Agent's and each Lender's books and records reflecting the date
and the amount of each Revolving Credit Loan and each repayment of principal
thereof shall constitute prima facie evidence of the accuracy of the information
contained therein, subject to the provisions of Section 5.8.

            SECTION 2.2. Manner of Borrowing Revolving Credit Loans. Borrowings
under the Revolving Credit Facility shall be made as follows:

            (a) Requests for Borrowing.

                  (i) Prime Rate Revolving Credit Loans. A request for the
            Borrowing of a Prime Rate Revolving Credit Loan shall be made, or
            shall be deemed to be made, in the following manner:

                        (A) with respect to Revolving Credit Loans, the Borrower
                  shall give the Agent a Notice of Borrowing before 12:00 noon
                  (Atlanta time) on the proposed Borrowing date, all of which
                  notices shall be irrevocable,

                        (B) unless payment is otherwise made by the Borrower,
                  whenever a check or other item is presented to a Disbursing
                  Bank for payment against a Disbursement Account in an amount
                  greater than the then available balance in such account, such
                  Disbursing Bank shall, and is hereby irrevocably authorized by
                  the Borrower to, give the Agent notice thereof, which notice
                  shall be deemed to be an irrevocable request for a Prime Rate
                  Revolving Credit Loan on the date of such notice in an amount
                  equal to the excess of such check or other item over such
                  available balance,

                        (C) unless payment is otherwise made by the Borrower,
                  the becoming due of any amount required to be paid under this
                  Agreement or any of the Notes as interest shall be deemed to
                  be an irrevocable request for a Prime Rate Revolving Credit
                  Loan on the due date in the amount required to pay such
                  interest,

                        (D) unless payment is otherwise made by the Borrower,
                  the becoming due of any other Secured Obligation shall be
                  deemed to be an irrevocable request for a Prime Rate Revolving
                  Credit Loan on the due date in the amount then so due, and
                  such request shall be irrevocable, and

                        (E) the receipt by the Agent of notification from the
                  Issuing Bank to the effect that a drawing has been made under
                  a Letter of Credit and that the Borrower has failed to
                  reimburse the


                                      -38-
<PAGE>

                  Issuing Bank therefor in accordance with the terms of the
                  Letter of Credit, the Reimbursement Agreement and Article 3,
                  shall be deemed to be an irrevocable request for a Prime Rate
                  Revolving Credit Loan on the date such notification is
                  received in the amount of such drawing which is so
                  unreimbursed.

                  (ii) Eurodollar Rate Revolving Credit Loans. The Borrower may
            request a Eurodollar Rate Loan under the Revolving Credit Facility
            by giving the Agent a Notice of Borrowing (which notice shall be
            irrevocable) not later than 12:00 noon (Atlanta time) on the date
            two Business Days before the day on which the requested Eurodollar
            Rate Revolving Credit Loan is to be made; provided the Borrower
            shall not be permitted to request, and the Lenders shall not be
            required to make, Eurodollar Rate Revolving Credit Loans at any time
            during the existence of an Event of Default.

                  (iii) Notification of Lenders. In the case of each Eurodollar
            Rate Revolving Credit Loan and, unless the Agent has elected
            periodic settlements pursuant to Section 5.8, in the case of each
            Prime Rate Revolving Credit Loan, the Agent shall promptly notify
            the Lenders of any Notice of Borrowing given or deemed given
            pursuant to this Section 2.2(a) by 12:00 noon (Atlanta time) on the
            proposed Borrowing date (in the case of Prime Rate Revolving Credit
            Loans) or by 3:00 p.m. (Atlanta time) three Business Days before the
            proposed Borrowing date (in the case of Eurodollar Rate Revolving
            Credit Loans). Not later than 1:30 p.m. on the proposed Borrowing
            date, each Lender will make available to the Agent, for the account
            of the Borrower, at the Agent's Office in funds immediately
            available to the Agent, an amount equal to such Lender's Commitment
            Percentage of such Prime Rate Revolving Credit Loan or Eurodollar
            Rate Revolving Credit Loan, as the case may be.

            (b) Disbursement of Loans. The Borrower hereby irrevocably
      authorizes the Agent to disburse the proceeds of each Borrowing requested,
      or deemed to be requested, pursuant to this Section 2.2 as follows:

                  (i) the proceeds of each Borrowing requested under Section
            2.2(a)(i)(A) (other than the Borrowing of the Initial Loans),
            2.2(a)(i)(B) or 2.2(a)(ii) shall be disbursed by the Agent in
            Dollars in immediately available funds by wire transfer to a
            Disbursement Account or, in the absence of a Disbursement Account,
            by wire transfer to such other account as may be agreed upon by the
            Borrower and the Agent from time to time, and the proceeds of the
            Initial Loans under Section 2.2(a)(i)(A) shall be disbursed in
            accordance with the Initial Notice of Borrowing;


                                      -39-
<PAGE>

                  (ii) the proceeds of each Borrowing deemed requested under
            Section 2.2(a)(i)(C) or (D) shall be disbursed by the Agent by way
            of direct payment of the relevant interest or Secured Obligation;
            and

                  (iii) the proceeds of each Borrowing deemed requested under
            Section 2.2(a)(i)(E) shall be disbursed by the Agent directly to the
            Issuing Bank on behalf of the Borrower.

            SECTION 2.3. Repayment of Revolving Credit Loans. The Revolving
Credit Loans will be repaid as follows:

            (a) Whether or not any Default or Event of Default has occurred, the
      outstanding principal amount of all the Revolving Credit Loans is due and
      payable, and shall be repaid by the Borrower in full, not later than the
      Termination Date;

            (b) If at any time the aggregate outstanding unpaid principal amount
      of the Revolving Credit Loans exceeds the Borrowing Base in effect at such
      time, the Borrower shall repay the Revolving Credit Loans in an amount
      sufficient to reduce the aggregate unpaid principal amount of such
      Revolving Credit Loans by an amount equal to such excess, together with
      accrued and unpaid interest on the amount so repaid to the date of
      repayment;

            (c) The Borrower hereby instructs the Agent to repay the Revolving
      Credit Loans outstanding on any day in an amount equal to the amount, if
      any, received by the Agent on such day pursuant to Section 5.9 (to the
      extent amounts payable thereunder are to be applied to the Revolving
      Credit Loans) and Section 9.1(b); provided that payments received in
      excess of outstanding Revolving Credit Loans or payments received on
      account of Eurodollar Rate Loans which would otherwise result in
      prepayment of such Loans prior to the end of the Interest Period
      applicable thereto shall be applied to the Cash Collateral Account; and

            (d) Each Eurodollar Rate Loan is due and payable on the last day of
      the Interest Period applicable thereto, except to the extent converted or
      continued in accordance with Sections 5.13 and 5.14.

Repayments pursuant to Section 2.3(b) or (c) shall be applied first to the Prime
Rate Revolving Credit Loans and then, subject to the provisions of Section
2.3(c), to Eurodollar Rate Revolving Credit Loans.

            SECTION 2.4. Revolving Credit Note. Each Lender's Revolving Credit
Loans and the obligation of the Borrower to repay such Revolving Credit Loans
shall also be evidenced by a Revolving Credit Note payable to the order of such
Lender. Each Revolving Credit Note shall be dated the Effective Date (or the
later "effective date"


                                      -40-
<PAGE>

under any Assignment and Acceptance) and be duly and validly executed and
delivered by the Borrower.

            SECTION 2.5. Extension of Revolving Credit Facility. Upon the
request of the Borrower, the Lenders may, in their sole discretion, effective as
of any anniversary of the Effective Date, agree to extend the Revolving Credit
Facility for a period of time beyond the then effective Termination Date. Each
such extension shall be effected by the Borrower's and Lenders' execution and
delivery of a written agreement evidencing such extension.

                                    ARTICLE 3

                            LETTER OF CREDIT FACILITY

            SECTION 3.1. Agreement to Issue. Upon the terms and subject to the
conditions of, and in reliance upon the representations and warranties made
under, this Agreement, the Issuing Bank agrees to issue for the account of the
Borrower one or more Letters of Credit in accordance with this Article 3, from
time to time during the period commencing on the Effective Date and ending on
the Termination Date.

            SECTION 3.2. Amounts. The Issuing Bank shall not have any obligation
to issue any Letter of Credit at any time:

            (a) if, after giving effect to the issuance of the requested Letter
      of Credit, (i) the aggregate Letter of Credit Obligations of the Borrower
      would exceed the Letter of Credit Facility then in effect or (ii) the
      aggregate principal amount of the Revolving Credit Loans outstanding would
      exceed the Borrowing Base (after reduction for the Letter of Credit
      Reserve in respect of such Letter of Credit); or

            (b) which has a term longer than one calendar year or an expiration
      date after the last Business Day prior to the Termination Date.

            SECTION 3.3. Conditions. The obligation of the Issuing Bank to issue
any Letter of Credit is subject to the satisfaction of (i) the conditions
precedent contained in Section 6.2 and (ii) the following additional conditions
precedent in a manner satisfactory to the Agent and the Issuing Bank:

            (a) the Borrower shall have delivered to the Issuing Bank and the
      Agent at such times and in such manner as the Issuing Bank or the Agent
      may prescribe an application in form and substance satisfactory to the
      Issuing Bank and the Agent for the issuance of the Letter of Credit, a
      Reimbursement Agreement and such other documents as may be required
      pursuant to the terms thereof, and the form and terms of the proposed
      Letter of Credit shall be satisfactory to the Issuing Bank and the Agent;
      and


                                      -41-
<PAGE>

            (b) as of the date of issuance, no order of any court, arbitrator or
      governmental authority having jurisdiction or authority over the Issuing
      Bank shall purport by its terms to enjoin or restrain banks generally from
      issuing letters of credit of the type and in the amount of the proposed
      Letter of Credit, and no law, rule or regulation applicable to banks
      generally and no request or directive (whether or not having the force of
      law) from any governmental authority with jurisdiction over banks
      generally shall prohibit, or request that the Issuing Bank refrain from,
      the issuance of letters of credit generally or the issuance of such Letter
      of Credit.

            SECTION 3.4. Issuance of Letters of Credit.

            (a) Request for Issuance. The Borrower shall give the Issuing Bank
      and the Agent written notice of the Borrower's request for the issuance of
      a Letter of Credit. Such notice shall be given by the Borrower no later
      than six Business Days prior to the proposed date of issuance of any
      standby Letter of Credit and no later than two Business Days prior to the
      proposed date of issuance of any documentary Letter of Credit. Such notice
      shall be irrevocable and shall specify the original face amount of the
      Letter of Credit requested, the effective date (which date shall be a
      Business Day) of issuance of such requested Letter of Credit, whether such
      Letter of Credit may be drawn in a single or in multiple draws, the date
      on which such requested Letter of Credit is to expire (which date shall be
      a Business Day earlier than the Business Day prior to the Termination
      Date), the purpose for which such Letter of Credit is to be issued and the
      beneficiary of the requested Letter of Credit. The Borrower shall attach
      to such notice the form of the Letter of Credit that the Borrower requests
      to be issued.

            (b) Responsibilities of the Agent; Issuance. The Agent shall
      determine, as of the Business Day immediately preceding the requested
      effective date of issuance of the Letter of Credit set forth in the notice
      from the Borrower pursuant to Section 3.4(a), the amount of the unused
      Letter of Credit Facility and the Borrowing Base. If (i) the form of the
      Letter of Credit delivered by the Borrower to the Agent is acceptable to
      the Issuing Bank and the Agent in their reasonable judgment, (ii) the
      undrawn face amount of the requested Letter of Credit is less than or
      equal to the lesser of (A) the unused Letter of Credit Facility and (B)
      the unused Borrowing Base, and (iii) the Agent and the Issuing Bank have
      received a certificate from the Borrower stating that the applicable
      conditions set forth in Article 6 have been satisfied, then the Issuing
      Bank will cause the Letter of Credit to be issued.

            (c) Notice of Issuance. Promptly after the issuance of any Letter of
      Credit, the Issuing Bank shall give the Agent written or facsimile notice,
      or telephonic notice confirmed promptly thereafter in writing, of the
      issuance of such Letter of Credit, and the Agent shall give each Lender
      written or facsimile notice, or telephonic notice confirmed promptly
      thereafter in writing, of the issuance of such Letter of Credit.


                                      -42-
<PAGE>

            (d) No Extension or Amendment. No Letter of Credit shall be extended
      or amended unless the requirements of this Section 3.4 are met as though a
      new Letter of Credit were being requested and issued.

            SECTION 3.5. Duties of the Issuing Bank. Any action taken or omitted
to be taken by the Issuing Bank under or in connection with any Letter of
Credit, if taken or omitted in the absence of gross negligence or willful
misconduct, shall not result in any liability of the Issuing Bank to any Lender
or relieve any Lender of its obligations hereunder to the Issuing Bank. In
determining whether to pay under any Letter of Credit, the Issuing Bank shall
have no obligation to any Lender other than to confirm that any documents
required to be delivered under such Letter of Credit in connection with such
drawing have been presented and appear on their face to comply with the
requirements of such Letter of Credit.

            SECTION 3.6. Payment of Reimbursement Obligations.

            (a) Payment to Issuer. Notwithstanding any provisions to the
      contrary in any Reimbursement Agreement, the Borrower agrees to reimburse
      the Issuing Bank for any drawings (whether partial or full) under each
      Letter of Credit issued by the Issuing Bank (provided that the foregoing
      shall in no way limit any rights and remedies that Borrower has against
      the Issuing Bank for honoring wrongful drawings) and agrees to pay to the
      Issuing Bank the amount of all other Reimbursement Obligations and other
      amounts payable to the Issuing Bank under or in connection with such
      Letter of Credit immediately when due, irrespective of any claim, set-off,
      defense or other right which the Borrower may have at any time against the
      Issuing Bank or any other Person.

            (b) Recovery or Avoidance of Payments. In the event any payment by
      or on behalf of the Borrower with respect to any Letter of Credit (or any
      Reimbursement Obligation relating thereto) received by the Issuing Bank,
      or by the Agent and distributed by the Agent to the Lenders on account of
      their respective participations therein, is thereafter set aside, avoided
      or recovered from the Issuing Bank or the Agent in connection with any
      receivership, liquidation or bankruptcy proceeding, the Lenders shall,
      upon demand by the Agent, pay to the Agent, for the account of the Agent
      or the Issuing Bank, their respective Commitment Percentages of such
      amount set aside, avoided or recovered together with interest at the rate
      required to be paid by the Agent upon the amount required to be repaid by
      it.

            SECTION 3.7. Participations.

            (a) Purchase of Participations. Immediately upon issuance by the
      Issuing Bank of a Letter of Credit, each Lender shall be deemed to have
      irrevocably and unconditionally purchased and received without recourse or
      warranty, an undivided interest and participation in such Letter of
      Credit, equal to such Lender's Commitment Percentage of the face amount
      thereof (including,


                                      -43-
<PAGE>

      without limitation, all obligations of the Borrower with respect thereto,
      other than amounts owing to the Issuing Bank under Section 5.2(d)(ii), and
      any security therefor or guaranty pertaining thereto).

            (b) Sharing of Letter of Credit Payments. In the event that the
      Issuing Bank makes a payment under any Letter of Credit and the Issuing
      Bank shall not have been repaid such amount pursuant to Sections
      2.2(a)(i)(E) and 3.6, then the Issuing Bank shall be deemed to have made a
      Prime Rate Revolving Credit Loan to the Borrower in the amount of such
      payment, and to have purchased a 100% participation in each other Lender's
      Commitment Percentage of such Prime Rate Revolving Credit Loan, and
      notwithstanding the occurrence or continuance of a Default or Event of
      Default at the time of such payment, such Prime Rate Revolving Credit Loan
      shall be subject to the absolute obligations of each Lender, upon demand
      by the Issuing Bank with notice to the Agent, to pay to the Issuing Bank,
      as the repurchase of such participation, an amount equal to 100% of such
      Lender's Commitment Percentage of the principal amount of such Prime Rate
      Revolving Credit Loan.

            (c) Sharing of Reimbursement Obligation Payments. Whenever the
      Issuing Bank receives a payment from or on behalf of the Borrower on
      account of a Reimbursement Obligation as to which the Agent has previously
      received for the account of the Issuing Bank payment from a Lender
      pursuant to this Section 3.7, the Issuing Bank shall promptly pay to the
      Agent, for the benefit of such Lender, such Lender's Commitment Percentage
      of the amount of such payment from the Borrower in Dollars. Each such
      payment shall be made by the Issuing Bank on the Business Day on which the
      Issuing Bank receives immediately available funds pursuant to the
      immediately preceding sentence, if received prior to 12:00 noon (Atlanta
      time) on such Business Day and otherwise on the next succeeding Business
      Day.

            (d) Documentation. Upon the request of any Lender, the Agent shall
      furnish to such Lender copies of any Letter of Credit, Reimbursement
      Agreement or application for any Letter of Credit and such other
      documentation as may reasonably be requested by such Lender.

            (e) Obligations Irrevocable. The obligations of each Lender to make
      payments to the Agent with respect to any Letter of Credit and their
      participations therein pursuant to the provisions of Section 5.8(c) hereof
      or otherwise and the obligations of the Borrower to make payments to the
      Issuing Bank or to the Agent, for the account of the Lenders, shall be
      irrevocable, shall not be subject to any qualification or exception
      whatsoever and shall be made in accordance with the terms and conditions
      of this Agreement (assuming, in the case of the obligations of the Lenders
      to make such payments, that the Letter of Credit has been issued in
      accordance with Section 3.4), including, without limitation, any of the
      following circumstances:


                                      -44-
<PAGE>

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

                  (ii) The existence of any claim, set-off, defense or other
            right which the Borrower may have at any time against a beneficiary
            named in a Letter of Credit or any transferee of any Letter of
            Credit (or any Person for whom any such transferee may be acting),
            any Lender, the Issuing Bank or any other Person, whether in
            connection with this Agreement, any Letter of Credit, the
            transactions contemplated herein or any unrelated transactions
            (including any underlying transactions between the Borrower or any
            other Person and the beneficiary named in any Letter of Credit);

                  (iii) Any draft, certificate or any other document presented
            under the Letter of Credit upon which payment has been made in good
            faith and according to its terms 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 Collateral or any
            other security for the Secured Obligations or the performance or
            observance of any of the terms of any of the Loan Documents;

                  (v) The occurrence of any Default or Event of Default; or

                  (vi) The Agent's failure to deliver to the Lenders the notice
            provided for in Section 3.4(c).

            SECTION 3.8. Indemnification, Exoneration.

            (a) Indemnification. In addition to amounts payable as elsewhere
      provided in this Article 3, the Borrower agrees to protect, indemnify, pay
      and save the Lenders and the Agent harmless from and against any and all
      claims, demands, liabilities, damages, losses, costs, charges and expenses
      (including reasonable attorneys' fees but excluding taxes on the overall
      net income of the Lenders and the Agent imposed by the United States of
      America or any political subdivision thereof or any jurisdiction in which
      a Lender or the Agent is organized or operates or any political
      subdivision thereof) which any Lender or the Agent may incur or be subject
      to as a consequence, directly or indirectly, of

                  (i) the issuance of any Letter of Credit, other than as a
            result of any Lender's, the Agent's or the Issuing Bank's gross
            negligence or willful misconduct, as determined by a court of
            competent jurisdiction, or

                  (ii) the failure of the Issuing Bank to honor a drawing under
            any Letter of Credit as a result of any act or omission, whether
            rightful or wrongful, of any present or future de jure or de facto
            governmental


                                      -45-
<PAGE>

            authority (all such acts or omissions being hereinafter referred to
            collectively as "Government Acts").

            (b) Assumption of Risk by the Borrower. As among the Borrower, the
      Lenders and the Agent, the Borrower assumes all risks of the acts and
      omissions of, or misuse of any of the Letters of Credit by, the respective
      beneficiaries of such Letters of Credit. In furtherance and not in
      limitation of the foregoing, subject to the provisions of the applications
      for the issuance of Letters of Credit, the Lenders and the Agent shall not
      be responsible for:

                  (i) the form, validity, sufficiency, accuracy, genuineness or
            legal effect of any document submitted by any Person in connection
            with the application for and issuance of and presentation of drafts
            with respect to any of the Letters of Credit, even if it should
            prove to be in any or all respects fraudulent or forged;

                  (ii) the validity or sufficiency of any instrument
            transferring or assigning or purporting to transfer or assign any
            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) the failure of the beneficiary of any Letter of Credit
            to comply duly with conditions required in order to draw upon such
            Letter of Credit (provided that the Borrower reserves all of its
            rights and remedies against the Issuing Bank for improper payment
            made by the Issuing Bank);

                  (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 interpretation of technical terms;

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

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

                  (viii) any consequences arising from causes beyond the control
            of the Lenders or the Agent, including, without limitation, any
            Government Acts. None of the foregoing shall affect, impair or
            prevent the vesting of any of the Agent's rights or powers under
            this Section 3.8.

            (c) Exoneration. In furtherance and extension, and not in
      limitation, of the specific provisions set forth above, any action taken
      or omitted by the


                                      -46-
<PAGE>

      Agent, the Issuing Bank or any Lender under or in connection with any of
      the Letters of Credit or any related certificates, if taken or omitted in
      good faith in conformity with the terms of any Letter of Credit, shall not
      result in any liability of any Lender or the Agent to the Borrower or
      relieve the Borrower of any of its obligations hereunder to any such
      Person.

            SECTION 3.9. Supporting Letter of Credit; Cash Collateral. If,
notwithstanding the provisions of Section 3.2(b), any Letter of Credit is
outstanding on the Termination Date, then on or prior to such Termination Date,
or in any case upon the occurrence of an Event of Default, the Borrower shall,
promptly on demand by the Agent, deposit with the Agent, for the ratable benefit
of the Lenders, with respect to each Letter of Credit then outstanding, as the
Agent shall specify, either (a) a standby letter of credit (a "Supporting Letter
of Credit") in form and substance satisfactory to the Agent, issued by an issuer
reasonably satisfactory to the Agent in an amount equal to the greatest amount
for which such Letter of Credit may be drawn, under which Supporting Letter of
Credit the Agent is entitled to draw amounts necessary to reimburse the Agent
and the Lenders for payments made by the Agent and the Lenders under such Letter
of Credit or under any reimbursement or guaranty agreement with respect thereto,
or (b) Cash Collateral in an amount necessary to reimburse the Agent and the
Lenders for payments made by the Agent and the Lenders under such Letter of
Credit or under any reimbursement or guaranty agreement with respect thereto.
Such Supporting Letter of Credit or Cash Collateral shall be held by the Agent
for the benefit of the Lenders, as security for, and to provide for the payment
of, the Reimbursement Obligations. In addition, the Agent may at any time after
the Termination Date apply any or all of such Cash Collateral to the payment of
any or all of the Secured Obligations then due and payable. At the Borrower's
request, but subject to the Agent's reasonable approval, the Agent shall invest
any Cash Collateral consisting of cash or any proceeds of Cash Collateral
consisting of cash in Cash Equivalents, and any commissions, expenses and
penalties incurred by the Agent in connection with any investment and redemption
of such Cash Collateral shall be Secured Obligations hereunder secured by the
Collateral, shall bear interest at the rates provided herein for the Loans and
shall be charged to the Borrower's Loan Accounts, or, at the Agent's option,
shall be paid out of the proceeds of any earnings received by the Agent from the
investment of such Cash Collateral as provided herein or out of such cash
itself. The Agent makes no representation or warranty as to, and shall not be
responsible for, the rate of return, if any, earned on any Cash Collateral. Any
earnings on Cash Collateral shall be held as additional Cash Collateral on the
terms set forth in this Section 3.9.


                                      -47-
<PAGE>

                                    ARTICLE 4

                               TERM LOAN FACILITY

            SECTION 4.1. Term Loan. Upon the terms and subject to the conditions
of, and in reliance upon the representations and warranties made under, this
Agreement, each Lender agrees severally, but not jointly, to make a Term Loan to
the Borrower on the Effective Date in a principal amount equal to such Lender's
Commitment Percentage of the Term Loan Facility.

            SECTION 4.2. Manner of Borrowing Term Loan. The Borrower shall give
the Agent an Initial Notice of Borrowing with respect to the Term Loan not later
than 11:00 a.m. on the Effective Date, and such initial borrowing shall be a
Prime Rate Term Loan. Upon receipt of such notice from the Borrower, the Agent
shall promptly notify each Lender thereof. Each Lender will make the amount
equal to its Commitment Percentage of the aggregate principal amount of the Term
Loan available to the Agent, for the account of the Borrower, at the Agent's
Office, prior to 12:00 noon (Atlanta time) on the Effective Date in funds
immediately available to the Agent. Not later than 1:00 p.m. (Atlanta time) on
the Effective Date, upon satisfaction of the applicable conditions set forth in
Sections 6.1 and 6.2, the Agent will disburse the Term Loan on the Effective
Date, in same day funds in accordance with the terms of the Initial Notice of
Borrowing.

            SECTION 4.3. Repayment of Term Loan. The principal amount of the
Term Loan is due and payable, and shall be repaid in full by the Borrower, in
consecutive monthly installments on successive Installment Payment Dates as set
forth below, together with a final payment of all unpaid principal on March 24,
2003:

                                                    Amount of Each
            Monthly Payments                        Monthly Payment
            ----------------                        ---------------

                  1-12                              $  $166,666.66
                  13-24                             $   333,333.33
                  25-36                             $   416,666.66
                  37-48                             $   500,000.00
                  49-60                             $   666,666.66

The Borrower hereby irrevocably instructs the Agent to charge the Borrower's
Loan Account, on each Installment Payment Date and Interest Payment Date, for
all principal and interest due on the Term Loan, and each such charge shall be
deemed a Prime Rate Revolving Credit Loan.

            SECTION 4.4. Term Notes. The Term Loan made by each Lender and the
obligation of the Borrower to repay such Loan shall also be evidenced by a Term
Note payable to the order of such Lender. Each such Term Note shall be dated the


                                      -48-
<PAGE>

Effective Date (or the later "effective date" under any Assignment and
Acceptance) and be duly and validly executed and delivered by the Borrower.

            SECTION 4.5. Prepayment of Term Loan.

            (a) Voluntary Prepayment. The Borrower shall have the right at any
      time and from time to time, upon at least one Business Day's prior written
      notice to the Agent, to prepay the Term Loan in whole or in part on any
      Business Day. Each partial prepayment of the Term Loan shall be in a
      minimum amount of $1,000,000 and shall be applied pro rata to the
      remaining principal installments of the Term Loan. On the prepayment date,
      the Borrower shall pay interest on the amount prepaid, accrued to the
      prepayment date, as well as all other amounts due hereunder with respect
      to such prepayment, including all amounts due under Sections 5.10 and
      5.11. Any notice of prepayment given by the Borrower hereunder shall be
      irrevocable, and the amount to be prepaid (including accrued interest and
      any prepayment fees) shall be due and payable on the date designated in
      the notice.

            (b) Mandatory Prepayment. In addition to mandatory prepayments of
      the Term Loan required under Section 5.9, the Borrower shall also be
      obligated to prepay the Term Loan in full, together with accrued and
      unpaid interest thereon, as well as all other amounts due hereunder with
      respect to such prepayment, including all amounts due under Sections 5.10
      and 5.11, upon any termination of this Agreement pursuant to Section 5.6
      or otherwise or upon any acceleration of the Term Loan pursuant to Article
      13.

                                    ARTICLE 5

                             GENERAL LOAN PROVISIONS

            SECTION 5.1. Interest.

            (a) Prime Rate Loans. Subject to the provisions of Section 5.1(d),
      the Borrower will pay interest on the unpaid principal amount of each
      Prime Rate Loan, for each day from the day such Loan is made until such
      Loan is paid (whether at maturity, by reason of acceleration, or
      otherwise) or is converted to a Loan of a different Type, at a rate per
      annum equal to the sum of (i) the Applicable Margin and (ii) the Prime
      Rate, payable monthly in arrears as it accrues on each Interest Payment
      Date and when such Prime Rate Loan is due (whether at maturity, by reason
      of acceleration or otherwise).

            (b) Eurodollar Rate Loans. Subject to the provisions of Section
      5.1(d), the Borrower will pay interest on the unpaid principal amount of
      each Eurodollar Rate Loan for the applicable Interest Period at a rate per
      annum equal to the sum of (i) the Applicable Margin and (ii) the
      Eurodollar Rate,


                                      -49-
<PAGE>

      payable in arrears as it accrues on each Interest Payment Date and when
      such Eurodollar Rate Loan is due (whether at maturity, by reason of
      acceleration or otherwise).

            (c) Other Secured Obligations. The Borrower will, to the extent
      permitted by Applicable Laws, pay interest on the unpaid principal amount
      of any Secured Obligation that is due and payable, other than the Loans,
      in accordance with Sections 5.1(a) or (d), as applicable, as if such
      Secured Obligation were a Prime Rate Revolving Credit Loan.

            (d) Default Rate. If there shall occur and be continuing an Event of
      Default, at the election of the Required Lenders, the unpaid principal
      amount of the Loans and other Secured Obligations shall no longer bear
      interest in accordance with the terms of Section 5.1(a), (b) or (c), but
      shall bear interest for each day from the date of such Event of Default
      until such Event of Default shall have been cured or waived at a rate per
      annum equal to the sum of (i) the Default Margin and (ii) the rate
      otherwise applicable to such Loan or other Secured Obligation, payable on
      demand. The interest rate provided for in the preceding sentence shall, to
      the extent permitted by Applicable Laws, apply to and accrue on the amount
      of any judgment entered with respect to any Secured Obligation and shall
      continue to accrue at such rate during any proceeding described in Section
      13.1(g) or (h).

            (e) Calculation of Interest. The interest rates provided for in
      Sections 5.1(a), (b), (c) and (d) shall be computed on the basis of a year
      of 360 days and the actual number of days elapsed.

            (f) Maximum Rate. It is not intended by the Lenders, and nothing
contained in this Agreement, in the Notes or in any of the Mortgages shall be
deemed, to establish or require the payment of a rate of interest in excess of
the maximum rate permitted by Applicable Laws (the "Maximum Rate"). If, in any
month, the Effective Interest Rate, absent such limitation, would have exceeded
the Maximum Rate, then the Effective Interest Rate for that month shall be the
Maximum Rate, and, if in future months, the Effective Interest Rate would
otherwise be less than the Maximum Rate, then the Effective Interest Rate shall
remain at the Maximum Rate until such time as the amount of interest paid
hereunder equals the amount of interest which would have been paid if the same
had not been limited by the Maximum Rate. In the event, upon payment in full of
the Secured Obligations, the total amount of interest paid or accrued under the
terms of this Agreement is less than the total amount of interest which would
have been paid or accrued if the Effective Interest Rate had at all times been
in effect, then the Borrower shall, to the extent permitted by Applicable Laws,
pay to the Lenders an amount equal to the excess, if any, of (i) the lesser of
(A) the amount of interest which would have been charged if the Maximum Rate
had, at all times, been in effect and (B) the amount of interest which would
have accrued had the Effective Interest Rate, at all times, been in effect and
(ii) the amount of interest actually paid or accrued under this Agreement. In
the event the Lenders receive, collect or apply as interest any sum in


                                      -50-
<PAGE>

excess of the Maximum Rate, such excess amount shall be applied to the reduction
of the principal balance of the Secured Obligations, and if no such principal is
then outstanding, such excess or part thereof remaining, shall be paid to the
Borrower.

            SECTION 5.2. Certain Fees.

            (a) Closing Fees. As additional consideration for the extensions of
      credit provided for hereunder, in addition to any interest due under this
      Agreement, on the Effective Date, the Borrower shall pay to the Agent (for
      its own account except as otherwise agreed in writing between the Agent
      and the Lenders) a closing fee as set forth in that certain letter
      agreement, dated as of January 29, 1998, between the Borrower and the
      Agent (the "Fee Letter"). The closing fee provided for in the Fee Letter
      shall compensate the Agent for the internal costs associated with the
      origination, structuring, processing, approving and closing of the
      transactions contemplated by this Agreement, but not including any
      out-of-pocket expenses for which the Borrower has agreed to reimburse the
      Agent and the other Lenders, including, without limitation, the Agent's
      reasonable out-of-pocket expenses incurred in connection with its due
      diligence examination of the Borrower and the closing of the transactions
      contemplated by this Agreement. Such closing fee shall be fully earned on
      the Effective Date and shall not be subject to refund or rebate.

            (b) Agent Fee. For administration and other services performed by
      the Agent in connection with its continuing administration of this
      Agreement, the Borrower shall pay to the Agent, for its own account, and
      not for the account of the Lenders, an annual fee of $75,000, payable on
      the Effective Date and each anniversary thereof so long as any Loan or
      outstanding Letter of Credit that is not collateralized by cash or by
      another Letter of Credit acceptable to the Issuing Bank remains
      outstanding or the Revolving Credit Facility shall not have been
      terminated. The fee payable pursuant to this Section 5.2(b) shall be fully
      earned by the Agent on the date payment thereof is due and shall not be
      subject to refund or rebate. Payment of such fee shall not limit the
      Borrower's obligations to reimburse the Agent for its out-of-pocket
      expenses as set forth in Section 16.2.

            (c) Commitment Fee. In connection with and as consideration for the
      holding available for the use of the Borrower hereunder the full amount of
      the Revolving Credit Facility, the Borrower will pay a fee to the Agent,
      for the ratable benefit of the Lenders, for each day from the Effective
      Date until the Termination Date, in an amount equal to 0.375% per annum of
      the unused portion of the Revolving Credit Facility for such day. Such fee
      shall be payable monthly in arrears on each Interest Payment Date and
      shall be fully earned when due and payable and shall not be subject to
      refund or rebate. Such fee is not, and shall not be deemed to be, interest
      or a charge for the use of money. Such fee shall be calculated based on a
      year of 360 days and the actual number of days elapsed.


                                      -51-
<PAGE>

            (d) Letter of Credit Fees.

                  (i) The Borrower agrees to pay to the Agent, for the ratable
            benefit of the Lenders, Letter of Credit fees equal to (A) 0.75% per
            annum, based on the average daily aggregate Letter of Credit Amount
            of all documentary Letters of Credit from time to time outstanding
            during the term of this Agreement, and (B) the Eurodollar Rate
            Margin then applicable to Revolving Credit Loans (as set forth in
            the definition of "Applicable Margin"), based on the average daily
            aggregate Letter of Credit Amount of all standby Letters of Credit
            from time to time outstanding during the term of this Agreement.
            Such fees shall be payable to the Agent for the ratable benefit of
            the Lenders in accordance with their respective Commitment
            Percentages monthly in arrears and shall be calculated based on a
            year of 360 days and the actual number of days elapsed.

                  (ii) The Borrower agrees to pay to the Agent, for the account
            of the Issuing Bank, (A) a facing fee of 0.125% of the face amount
            of each standby Letter of Credit issued by the Issuing Bank, such
            fee being due and payable upon issuance of each standby Letter of
            Credit, and (B) the standard fees and charges of the Issuing Bank
            for issuing, administering, amending, renewing, paying and canceling
            Letters of Credit, as and when assessed.

            (e) Collection Fee. During the period from and including the
      Effective Date to and including the Termination Date, the Borrower will
      pay to the Agent for its own account, and not for the account of the
      Lenders, on the first day of each month, an amount of interest computed at
      the Effective Interest Rate applicable to Prime Rate Revolving Credit
      Loans on each remittance (other than a remittance received via wire
      transfer, automated clearinghouse transfer or otherwise in immediately
      available funds) received by the Agent against Receivables during the
      preceding month, from the close of business on the date of receipt of each
      such remittance until the close of business on the first Business Day
      following the receipt of the remittance, as compensation for delays in the
      collection and clearance of checks and other remittances.

            (f) General. All fees shall be fully earned by the identified
      recipient thereof when due and payable and, except as otherwise set forth
      herein or required by applicable law, shall not be subject to refund or
      rebate. All fees provided for in this Section 5.2 are for compensation for
      services and are not, and shall not be deemed to be, interest or a charge
      for the use of money.


                                      -52-
<PAGE>

            SECTION 5.3. Manner of Payment.

            (a) Except as otherwise expressly provided in Section 9.1(b), each
      payment (including prepayments) by the Borrower on account of the
      principal of or interest on the Loans or of any other amounts payable to
      the Lenders under this Agreement or any Note shall be made not later than
      1:30 p.m. (Atlanta time) on the date specified for payment under this
      Agreement to the Agent, for the account of the Lenders, at the Agent's
      Office, in Dollars, in immediately available funds and shall be made
      without any setoff, counterclaim or deduction whatsoever. Any payment
      received after such time but before the close of business on such day
      shall be deemed a payment on such date for the purposes of Section 13.1,
      but for all other purposes shall be deemed to have been made on the next
      succeeding Business Day.

            (b) During any Event of Default, the Borrower hereby irrevocably
      authorizes each Lender and each Affiliate of such Lender and each
      participant herein to charge any account of the Borrower maintained with
      such Lender or such Affiliate or participant with such amounts as may be
      necessary from time to time to pay any Secured Obligations (whether or not
      owed to such Lender, Affiliate or participant) which are not paid when
      due.

            (c) Each Lender hereby severally (but not jointly) represents that,
      under applicable law and treaties in effect on the date of this Agreement,
      no United States federal taxes will be required to be withheld by the
      Agent or the Borrower with respect to any payments to be made to such
      Lender in respect of this Agreement. Each Lender that itself is not
      incorporated under the laws of the United States or a state thereof agrees
      severally (but not jointly) that, prior to the Effective Date and the date
      that any such form expires or becomes obsolete or after the occurrence of
      any event requiring a change in the most recent form delivered by it to
      the Borrower and the Agent, it will deliver to the Borrower and the Agent
      two duly completed copies of either United States Internal Revenue Service
      Form W-8, 1001 or 4224, or successor applicable form, certifying in each
      case that such Lender is entitled to receive all payments under this
      Agreement and the Notes payable to it without deduction or withholding of
      any United States federal income taxes. The Borrower shall not have any
      obligation under Section 5.3(a) to pay any amount to or for the account of
      any Lender without any setoff, counterclaim or deduction to the extent
      that such amount results from the failure of any Lender to comply with its
      obligations pursuant to this Section 5.3(c).

            SECTION 5.4. General. If any payment under this Agreement or any
Note shall be specified to be made upon a day which is not a Business Day, it
shall be made on the next succeeding day which is a Business Day and such
extension of time shall in such case be included in computing interest, if any,
in accordance with such payment.


                                      -53-
<PAGE>

            SECTION 5.5. Loan Accounts; Statements of Accounts.

            (a) Each Lender shall open and maintain on its books a loan account
      in the Borrower's name (each, a "Loan Account" and collectively, the "Loan
      Accounts"). Each such Loan Account shall show as debits thereto each Loan
      made under this Agreement by such Lender to the Borrower and as credits
      thereto all payments received by such Lender and applied to principal of
      such Loan, so that the balance of the Loan Account at all times reflects
      the principal amount due such Lender from the Borrower.

            (b) The Agent shall maintain on its books a control account for the
      Borrower in which shall be recorded (i) the amount of each disbursement
      made hereunder, (ii) the amount of any principal or interest due or to
      become due from the Borrower hereunder, and (iii) the amount of any sum
      received by the Agent hereunder from the Borrower and each Lender's
      ratable share therein.

            (c) The entries made in the accounts pursuant to subsections (a) and
      (b) shall be prima facie evidence, in the absence of manifest error, of
      the existence and amounts of the obligations of the Borrower therein
      recorded and in case of discrepancy between such accounts, in the absence
      of manifest error, the accounts maintained pursuant to subsection (b)
      shall be controlling.

            (d) The Agent will account separately to the Borrower monthly with a
      statement of Loans, charges and payments made to and by the Borrower
      pursuant to this Agreement, and such accounts rendered by the Agent shall
      be deemed final, binding and conclusive, save for manifest error, unless
      the Agent is notified by the Borrower in writing to the contrary within 30
      days of the date the account to the Borrower was so rendered. Such notice
      by the Borrower shall be deemed an objection to only those items
      specifically objected to therein. Failure of the Agent to render such
      account shall in no way affect the rights of the Agent or of the Lenders
      hereunder.

            SECTION 5.6. Termination of Agreement. Subject to the provisions of
Section 5.10, the Borrower shall have the right, at any time, to terminate this
Agreement upon not less than 10 Business Days' prior written notice of its
intention to terminate this Agreement, which notice shall specify the effective
date of such termination. Upon receipt of such notice, the Agent shall promptly
notify each Lender thereof. On the date specified in such notice, such
termination shall be effected, provided that the Borrower shall, on or prior to
such date, pay to the Agent, for the account of the Secured Creditors, in same
day funds, an amount equal to all Secured Obligations then outstanding,
including, without limitation, all (i) accrued interest thereon, (ii) all
accrued fees provided for hereunder, and (iii) any amounts payable to the Agent
and the Secured Creditors pursuant to Sections 5.10, 5.11, 16.2, 16.3 and 16.14,
and, in addition thereto, shall deliver to the Agent, in respect of each
outstanding Letter of Credit, either the Supporting Letter of Credit or the Cash
Collateral as provided in Section 3.9. Following a notice of termination as
provided for in this Section 5.6 and upon payment in full of


                                      -54-
<PAGE>

the amounts specified in this Section 5.6, this Agreement shall be terminated
and the Agent and the Lenders shall have no further obligations to the Borrower.
Borrower may, not later than one Business Day prior to the effective date of
such termination, provide the Agent and the Lenders written notice of withdrawal
of its notice of termination, whereupon such notice of termination shall be of
no further force or effect.

            SECTION 5.7. Making of Loans.

            (a) Nature of Obligations of Lenders to Make Loans. The obligations
      of the Lenders under this Agreement to make the Loans are several and are
      not joint or joint and several.

            (b) Assumption by Agent. Subject to the provisions of Section 5.8
      and notwithstanding the occurrence or continuance of a Default or Event of
      Default or other failure of any condition to the making of Revolving
      Credit Loans hereunder subsequent to the Revolving Credit Loans to be made
      on the Effective Date, unless the Agent shall have received notice from
      the Required Lenders in accordance with the provisions of Section 5.7(c)
      prior to a proposed borrowing date that the Lenders will not make
      available to the Agent such Lenders' ratable portion of the amount to be
      borrowed on such date, the Agent may assume that the Lenders will make
      such portion available to the Agent in accordance with Section 2.2(a), and
      the Agent may, in reliance upon such assumption, make available to the
      Borrower on such date a corresponding amount. If and to the extent any
      Lender shall not make such ratable portion available to the Agent, such
      Lender and the Borrower severally agree to repay to the Agent forthwith on
      demand such corresponding amount, together with interest thereon for each
      day from the date such amount is made available to the Borrower until the
      date such amount is repaid to the Agent at the Effective Interest Rate or,
      if lower, subject to Section 5.1(f), the Maximum Rate. If such Lender
      shall repay to the Agent such corresponding amount, the amount so repaid
      shall constitute such Lender's Commitment Percentage of the Loan made on
      such borrowing date for purposes of this Agreement. The failure of any
      Lender to make its Commitment Percentage of any Revolving Credit Loan
      available shall not (without regard to whether the Borrower shall have
      returned the amount thereof to the Agent in accordance with this Section
      5.7) relieve it or any other Lender of its obligation, if any, hereunder
      to make its Commitment Percentage of such Revolving Credit Loan available
      on such borrowing date, but no Lender shall be responsible for the failure
      of any other Lender to make its Commitment Percentage of such Revolving
      Credit Loan available on the borrowing date.

            (c) Delegation of Authority to Agent. Without limiting the
      generality of Section 15.1, each Lender expressly authorizes the Agent to
      determine on behalf of such Lender (i) the creation or elimination of any
      reserves (other than the Letter of Credit Reserve) against the Revolving
      Credit Facility and the Borrowing Base, and (ii) whether or not Inventory
      or Receivables shall be deemed to constitute Eligible Inventory or
      Eligible Receivables. Such


                                      -55-
<PAGE>

      authorization may be withdrawn by the Required Lenders by giving the Agent
      written notice of such withdrawal signed by the Required Lenders;
      provided, however, that unless otherwise agreed by the Agent such
      withdrawal of authorization shall not become effective until the thirtieth
      Business Day after receipt of such notice by the Agent. Thereafter, the
      Required Lenders shall jointly instruct the Agent in writing regarding
      such matters with such frequency as the Required Lenders shall jointly
      determine. Unless and until the Agent shall have received written notice
      from the Required Lenders as to the existence of a Default, an Event of
      Default or some other circumstance which would relieve the Lenders of
      their respective obligations to make Revolving Credit Loans hereunder,
      which notice shall be in writing and shall be signed by the Required
      Lenders and shall expressly state that the Lenders do not intend to make
      available to the Agent such Lenders' ratable share of Revolving Credit
      Loans made after the effective date of such notice, the Agent shall be
      entitled to continue to make the assumptions described in Section 5.7(b).
      The notice described in the preceding sentence shall become effective on
      the third Business Day after receipt of such notice by the Agent unless
      otherwise agreed by the Agent. The Agent shall not be required to make any
      Loan as to which it shall have received notice by a Lender of such
      Lender's intention not to make its ratable portion of such Loan available
      to the Agent. Any withdrawal of authorization under this Section 5.7(c)
      shall not affect the validity of any Loans made prior to the effectiveness
      thereof.

            (d) Overadvances. Notwithstanding anything to the contrary contained
      elsewhere in this Section 5.7 or this Agreement or the other Loan
      Documents, and whether or not a Default or Event of Default exists at the
      time, unless otherwise notified by the Required Lenders in accordance with
      Section 5.7(c), the Agent may in its discretion require all Lenders to
      honor requests or deemed requests by the Borrower for Revolving Credit
      Loans at a time that an Overadvance exists or which would result in an
      Overadvance and each Lender shall be obligated to continue to make its
      Proportionate Share of Revolving Credit Loans, up to a maximum amount
      outstanding equal to its Commitment to make Revolving Credit Loans, so
      long as such Overadvance is not known by the Agent to exceed the amount of
      minimum Availability then required under Section 12.14 and so long as such
      Overadvance is not outstanding for more than 90 consecutive days.
      "Overadvance" shall mean, as of any date of determination, the amount, if
      any, by which (i) the outstanding principal balance of Revolving Credit
      Loans exceeds (ii) the amount determined under clause (b) of the
      definition of "Borrowing Base" minus the minimum Availability required at
      such time pursuant to Section 12.14.

            (e) Replacement of Certain Lenders. If a Lender (the "Affected
      Lender") shall have failed to fund its Proportionate Share of any Loan
      requested (or deemed requested) by the Borrower which such Lender is
      obligated to fund under the terms of this Agreement and which failure has
      not been cured, then, in any such case and in addition to any other rights
      and remedies that the Agent, any


                                      -56-
<PAGE>

      other Lender or the Borrower may have against such Affected Lender, the
      Agent or the Borrower may make written demand on such Affected Lender
      (with a copy to the Borrower) for the Affected Lender to assign, and such
      Affected Lender shall assign pursuant to one or more duly executed
      Assignment and Acceptances within 5 Business Days after the date of such
      demand, to one or more Lenders willing to accept such assignment or
      assignments, or to one or more Eligible Assignees designated by the Agent
      or the Borrower (provided such Eligible Assignee is reasonably acceptable
      to the Agent and the Borrower), all of such Affected Lender's rights and
      obligations under this Agreement (including its Commitments and all Loans
      owing to it) in accordance with Article 14. The Affected Lender shall be
      entitled to receive, in cash and concurrently with the execution and
      delivery of each such Assignment and Acceptance, all amounts owed to the
      Affected Lender hereunder or under any other Loan Document, including the
      aggregate outstanding principal amount of the Loans owed to such Lender,
      together with accrued interest thereon through the date of such
      assignment. Upon the replacement of any Affected Lender pursuant to this
      Section 5.7(e), such Affected Lender shall cease to have any participation
      in, entitlement to, or other right to share in the Security Interest or
      any other Lien of the Agent in any Collateral and such Affected Lender
      shall have no further liability to the Agent, any Lender or any other
      Person under any of the Loan Documents (except as provided in Section 15.7
      and elsewhere in this Agreement as to events or transactions which occur
      prior to the replacement of such Affected Lender).

            SECTION 5.8. Settlement Among Lenders.

            (a) Term Loan. The Agent shall pay to each Lender on each Interest
      Payment Date or Installment Payment Date, as the case may be, its Ratable
      share, based on the principal amount of the Term Loan owing to such
      Lender, of all payments received by the Agent hereunder in immediately
      available funds in respect of the principal of, or interest on, the Term
      Loan, net of any amounts payable by such Lender to the Agent, by wire
      transfer of same day funds.

            (b) Revolving Credit Loans. Each Lender's Net Outstandings are
      intended by the Lenders to be equal at all times to such Lender's
      Commitment Percentage of the aggregate principal amount of all Revolving
      Credit Loans outstanding. Notwithstanding such agreement, the several and
      not joint obligation of each Lender to fund Revolving Credit Loans made in
      accordance with the terms of this Agreement ratably in accordance with
      such Lender's Commitment Percentage and each Lender's right to receive its
      ratable share of principal payments on Revolving Credit Loans in
      accordance with its Commitment Percentage, the Lenders agree that, in
      order to facilitate the administration of this Agreement and the Loan
      Documents, settlement among them may take place on a periodic basis in
      accordance with the provisions of this Section 5.8.


                                      -57-
<PAGE>

            (c) Settlement Procedures as to Revolving Credit Loans. To the
      extent and in the manner hereinafter provided in this Section 5.8,
      settlement among the Lenders as to Revolving Credit Loans may occur
      periodically on Settlement Dates determined from time to time by the
      Agent, which may occur before or after the occurrence or during the
      continuance of a Default or Event of Default and whether or not all of the
      conditions set forth in Section 6.2 have been met. On each Settlement Date
      payments shall be made by or to NationsBank and the other Lenders in the
      manner provided in this Section 5.8 in accordance with the Settlement
      Report delivered by the Agent pursuant to the provisions of this Section
      5.8 in respect of such Settlement Date so that as of each Settlement Date,
      and after giving effect to the transactions to take place on such
      Settlement Date, each Lender's Net Outstandings shall equal such Lender's
      Commitment Percentage of the Revolving Credit Loans outstanding.

                  (i) Selection of Settlement Dates. If the Agent elects, in its
            discretion, but subject to the consent of NationsBank, to settle
            accounts among the Lenders with respect to principal amounts of
            Revolving Credit Loans less frequently than each Business Day, then
            the Agent shall designate periodic Settlement Dates which may occur
            on any Business Day after the Effective Date; provided, however,
            that the Agent shall designate as a Settlement Date any Business Day
            which is an Interest Payment Date; and provided further, that a
            Settlement Date shall occur at least once during each seven-day
            period. The Agent shall designate a Settlement Date by delivering to
            each Lender a Settlement Report not later than 12:00 noon (Atlanta
            time) on the proposed Settlement Date, which Settlement Report will
            be in the form of Exhibit E hereto and shall be with respect to the
            period beginning on the next preceding Settlement Date and ending on
            such designated Settlement Date.

                  (ii) Non-Ratable Loans and Payments. Between Settlement Dates,
            the Agent shall request and NationsBank may (but shall not be
            obligated to) advance to the Borrower out of NationsBank's own
            funds, the entire principal amount of any Revolving Credit Loan
            requested or deemed requested pursuant to Section 2.2(a) (any such
            Revolving Credit Loan being referred to as a "Non-Ratable Loan").
            The making of each Non-Ratable Loan by NationsBank shall be deemed
            to be a purchase by NationsBank of a 100% participation in each
            other Lender's Commitment Percentage of the amount of such
            Non-Ratable Loan. All payments of principal, interest and any other
            amount with respect to such Non-Ratable Loan shall be payable to and
            received by the Agent for the account of NationsBank. Upon demand by
            NationsBank, with notice thereof to the Agent, each other Lender
            shall pay to NationsBank, as the repurchase of such participation,
            an amount equal to 100% of such Lender's Commitment Percentage of
            the principal amount of such Non-Ratable Loan. Any payments received
            by the Agent between Settlement Dates which in accordance with the
            terms of this Agreement are to be applied


                                      -58-
<PAGE>

            to the reduction of the outstanding principal balance of Revolving
            Credit Loans, shall be paid over to and retained by NationsBank for
            such application, and such payment to and retention by NationsBank
            shall be deemed, to the extent of each other Lender's Commitment
            Percentage of such payment, to be a purchase by each such other
            Lender of a participation in the Revolving Credit Loans (including
            the repurchase of participations in Non-Ratable Loans) held by
            NationsBank. Upon demand by another Lender, with notice thereof to
            the Agent, NationsBank shall pay to the Agent, for the account of
            such other Lender, as a repurchase of such participation, an amount
            equal to such other Lender's Commitment Percentage of any such
            amounts (after application thereof to the repurchase of any
            participations of NationsBank in such other Lender's Commitment
            Percentage of any Non-Ratable Loans) paid only to NationsBank by the
            Agent.

                  (iii) Net Decrease in Outstandings. If on any Settlement Date
            the increase, if any, in the dollar amount of any Lender's Net
            Outstandings which is required to comply with the first sentence of
            Section 5.8(b) is less than such Lender's Commitment Percentage of
            amounts received by the Agent but paid only to NationsBank since the
            next preceding Settlement Date, such Lender and the Agent, in their
            respective records, shall apply such Lender's Commitment Percentage
            of such amounts to the increase in such Lender's Net Outstandings,
            and NationsBank shall pay to the Agent, for the account of such
            Lender, the excess allocable to such Lender. 

                  (iv) Net Increase in Outstandings. If on any Settlement Date
            the increase, if any, in the dollar amount of any Lender's Net
            Outstandings which is required to comply with the first sentence of
            Section 5.8(b) exceeds such Lender's Commitment Percentage of
            amounts received by the Agent but paid only to NationsBank since the
            next preceding Settlement Date, such Lender and the Agent, in their
            respective records, shall apply such Lender's Commitment Percentage
            of such amounts to the increase in such Lender's Net Outstandings,
            and such Lender shall pay to the Agent, for the account of
            NationsBank, any excess.

                  (v) No Change in Outstandings. If a Settlement Report
            indicates that no Revolving Credit Loans have been made during the
            period since the next preceding Settlement Date, then each Lender's
            Commitment Percentage of any amounts received by the Agent but paid
            only to NationsBank shall be paid by NationsBank to the Agent, for
            the account of such Lender. If a Settlement Report indicates that
            the increase in the dollar amount of a Lender's Net Outstandings
            which is required to comply with the first sentence of Section
            5.8(b) is exactly equal to such Lender's Commitment Percentage of
            amounts received by the Agent but paid only to NationsBank since the
            next preceding Settlement Date, such Lender and the Agent, in their
            respective records, shall apply such Lender's


                                      -59-
<PAGE>

            Commitment Percentage of such amounts to the increase in such
            Lender's Net Outstandings.

            (d) General Settlement Procedures.

                  (i) Return of Payments. If any amounts received by NationsBank
            in respect of the Secured Obligations are later required to be
            returned or repaid by NationsBank to the Borrower or any other
            obligor or their respective representatives or successors in
            interest, whether by court order, settlement or otherwise, in excess
            of NationsBank's Commitment Percentage of all such amounts required
            to be returned by all Lenders, each other Lender shall, upon demand
            by NationsBank with notice to the Agent, pay to the Agent for the
            account of NationsBank, an amount equal to the excess of such
            Lender's Commitment Percentage of all such amounts required to be
            returned by all Lenders over the amount, if any, returned directly
            by such Lender.

                  (ii) Payments to Agent, Lenders.

                        (A) Except as otherwise provided in this Agreement,
                  payment by any Lender to the Agent shall be made not later
                  than 1:00 p.m. (Atlanta time) on the Business Day such payment
                  is due, provided that if such payment is due on demand by
                  another Lender, such demand is made on the paying Lender not
                  later than 10:00 a.m. (Atlanta time) on such Business Day.
                  Except as otherwise provided in this Agreement, payment by the
                  Agent to any Lender shall be made by wire transfer, promptly
                  following the Agent's receipt of funds for the account of such
                  Lender and in the type of funds received by the Agent,
                  provided that if the Agent receives such funds at or prior to
                  1:00 p.m. (Atlanta time), the Agent shall pay such funds to
                  such Lender by 2:00 p.m. (Atlanta time) on such Business Day.
                  If a demand for payment is made after the applicable time set
                  forth above, the payment due shall be made by 2:00 p.m.
                  (Atlanta time) on the first Business Day following the date of
                  such demand.

                        (B) If a Lender shall, at any time, fail to make any
                  payment to the Agent required hereunder, the Agent may, but
                  shall not be required to, retain payments that would otherwise
                  be made to such Lender hereunder and apply such payments to
                  such Lender's defaulted obligations hereunder, at such time,
                  and in such order, as the Agent may elect in its sole
                  discretion.

                        (C) With respect to the payment of any funds under this
                  Section 5.8, whether from the Agent to a Lender or from a
                  Lender to the Agent, the party failing to make full payment
                  when due


                                      -60-
<PAGE>

                  pursuant to the terms hereof shall, upon demand by the other
                  party, pay such amount together with interest on such amount
                  at the Federal Funds Effective Rate.

            (e) Settlement of Other Secured Obligations. All other amounts
      received by the Agent on account of, or applied by the Agent to the
      payment of, any Secured Obligation owed to the Secured Creditors
      (including, without limitation, fees payable to the Lenders pursuant to
      Section 5.2 and proceeds from the sale of, or other realization upon, all
      or any part of the Collateral following an Event of Default) that are
      received by the Agent on or prior to 1:00 p.m. (Atlanta time) on a
      Business Day will be paid by the Agent to each Secured Creditor on the
      same Business Day, and any such amounts that are received by the Agent
      after 1:00 p.m. (Atlanta time) will be paid by the Agent to each Secured
      Creditor on the following Business Day. Unless otherwise stated herein,
      the Agent shall distribute proceeds from the sale of, or other realization
      upon, all or any part of the Collateral following an Event of Default
      ratably to the Secured Creditors based on the amount of the Secured
      Obligations then owing to each Secured Creditor.

            (f) Allocation of Payments from Borrower. All monies to be applied
      to the Secured Obligations, whether such monies represent voluntary
      payments by the Borrower or are received pursuant to demand for payment or
      realized from any disposition of Collateral, shall be allocated among the
      Agent and such of the Lenders and other holders of the Secured Obligations
      as are entitled thereto (and, with respect to monies allocated to the
      Lenders, on a Ratable basis unless otherwise provided in this Section
      5.8(f)): (i) first, to NationsBank to pay principal and accrued interest
      on any portion of any Non-Ratable Loan which NationsBank may have advanced
      on behalf of any Lender (other than itself) and for which NationsBank has
      not been reimbursed by such Lender or the Borrower; (ii) second, to the
      Agent to pay the amount of expenses that have not been reimbursed to the
      Agent by the Borrower or the Lenders, together with interest accrued
      thereon; (iii) third, to the Agent, the Syndication Agent, the Arranger
      and the Documentation Agent to pay any indemnified amount that has not
      been paid to them by the Borrower or the Lenders, together with interest
      accrued thereon; (iv) fourth, to the Agent to pay any fees due and payable
      to the Agent under this Agreement; (v) fifth, to the Lenders for any
      indemnified amount that they have paid to the Agent and for any expenses
      that they have reimbursed to the Agent; (vi) sixth, to the Lenders in
      payment of the unpaid principal and accrued interest in respect of the
      Loans and any other Secured Obligations arising under this Agreement (and
      the other Loan Documents) then due and held by any Lender to be shared
      among Lenders on a Ratable basis, or on such other basis as may be agreed
      upon in writing by all of the Lenders (which agreement or agreements may
      be entered into without notice to or the consent or approval of the
      Borrower), and (vii) seventh, to the Lenders and their Affiliates in
      payment of the unpaid amount of all Secured Obligations arising under or
      in respect of the Banking Relationship to be shared on a pro rata basis.
      The allocations set forth


                                      -61-
<PAGE>

      in this Section 5.8(f) are solely to determine the rights and priorities
      of the Secured Creditors as among themselves and may be changed by the
      Secured Creditors without notice or the consent of approval of the
      Borrower or any other Person. Whenever allocation is made pursuant to this
      Section 5.8(f) to the holder of Secured Obligations in which another
      Lender acquires a participation, the monies received by such holder shall
      be shared as between such holder and such participants on a Ratable basis.

            SECTION 5.9. Mandatory Prepayments.

            (a) Prepayments from Asset Dispositions.

                  (i) Within 2 Business Days of receipt by the Borrower or any
            of its Subsidiaries of the Net Proceeds of the sale of the
            Borrower's narrow fabrics business, the Borrower shall apply the Net
            Proceeds to the outstanding balance of the Revolving Credit Loans.
            Within 5 Business Days of the date of the Borrower's or any
            Subsidiary's receipt of the Net Proceeds from such sale, the
            Borrower shall make a prepayment of principal on the Term Loan in an
            amount equal to 110% of the amount loaned to the Borrower under the
            Term Loan with respect to the fixed assets subject to such sale,
            which Term Loan prepayment shall be advanced by the Agent as a
            Revolving Credit Loan. In the event a Contingent Liability Reserve
            was deducted from the sale proceeds in order to calculate Net
            Proceeds, the amount of such Contingent Liability Reserve shall be
            reserved against the Borrowing Base by the Agent until such time as
            the actual amount of liability is determined.

                  (ii) Within 2 Business Days of receipt by the Borrower or any
            of its Subsidiaries of the Net Proceeds of any other permitted Asset
            Disposition (including the disposition of plant and equipment held
            for disposal as of the Agreement Date and the disposition of the
            Borrower's hosiery plant located in Robbins, North Carolina), the
            Borrower shall apply the Net Proceeds to the outstanding balance of
            the Revolving Credit Loans. Within 5 Business Days of the date of
            the Borrower's or any Subsidiary's receipt of the Net Proceeds from
            such sale, if such sale was of assets other than Equipment, or
            within 15 Business Days of the end of the fiscal month in which such
            Equipment was sold, if such sale was of Equipment, the Borrower
            shall make a prepayment of principal on the Term Loan in an amount
            equal to 80% of the Net Proceeds from such Asset Disposition or, if
            greater, the amount originally loaned to the Borrower under the Term
            Loan with respect to the disposed assets, which Term Loan prepayment
            shall be advanced by the Agent as a Revolving Credit Loan; provided
            no such repayment of the Revolving Credit Loan or prepayment of the
            Term Loan shall be required with respect to Net Proceeds not in
            excess of $250,000 during any fiscal year from permitted Asset
            Dispositions (other than the sale of Borrower's narrow fabrics
            business,


                                      -62-
<PAGE>

            the disposition of plant and equipment held for disposal as of the
            Agreement Date, and the disposition of the Borrower's hosiery plant
            located in Robbins, North Carolina). In the event a Contingent
            Liability Reserve was deducted from the sale proceeds in order to
            calculate Net Proceeds, the amount of such Contingent Liability
            Reserve shall be reserved against the Borrowing Base by the Agent
            until such time as the actual amount of liability is determined.

                  (iii) Notwithstanding the foregoing, if the Borrower
            reasonably expects the Net Proceeds of any permitted Asset
            Disposition (other than the sale of Borrower's narrow fabrics
            business, the disposition of plant and equipment held for disposal
            as of the Agreement Date, and the disposition of the Borrower's
            hosiery plant located in Robbins, North Carolina) to be reinvested
            within six months in productive assets of a kind then used or
            useable in the business of the Borrower and that are not subject to
            any Lien other than Permitted Liens (other than Purchase Money
            Liens) and Liens in favor of the Agent, for the benefit of the
            Secured Creditors, then (A) to the extent such proceeds do not
            exceed the balance from time to time of the Revolving Credit Loans,
            such proceeds shall be applied to the repayment of the outstanding
            balance of the Revolving Credit Loans and the Agent shall, until
            such time as the reinvestment of such proceeds, establish a reserve
            against the Borrowing Base in the amount of the proceeds so applied,
            and (B)<0- 95>to the extent such proceeds exceed the balance from
            time to time of the Revolving Credit Loans, the Borrower shall
            deposit such proceeds with the Agent to be held as Cash Collateral
            in which the Agent, for the ratable benefit of the Secured
            Creditors, shall have a first priority security interest. Upon the
            Borrower's reinvestment of such Net Proceeds as described above, the
            Agent shall release its security interest in such Cash Collateral in
            respect of the reinvested funds and shall eliminate the reserve
            against the Borrowing Base. To the extent that the Borrower fails to
            reinvest such proceeds within six months as provided above, the
            Borrower authorizes and directs the Agent to eliminate such reserve,
            to apply the amount of the Cash Collateral in respect of the
            unreinvested amount to the prepayment of the Term Loan to the extent
            required under clause (ii) above, to make Revolving Credit Loans in
            an amount equal to the reserved amount that is not reinvested, and
            to apply the proceeds of such Revolving Credit Loans to the
            prepayment of the Term Loan to the extent required under clause (ii)
            above.

                  (iv) Concurrently with the making of any prepayment under this
            clause (a) or the disposition of any assets under clause (iii)
            above, the Borrower shall deliver to Agent a certificate of the
            Financial Officer demonstrating the calculations of the amount
            required to be prepaid or, as the case may be, applied to the
            Revolving Credit Loans or deposited as Cash Collateral.


                                      -63-
<PAGE>

            (b) Excess Cash Flow Recapture. Within 95 days after the end of each
      fiscal year of the Borrower (commencing with the fiscal year ending on or
      about January 31, 1999), but in any event within five Business Days after
      delivery of the audited financial statements required under Section
      11.1(b), the Borrower shall make a prepayment of the Term Loan in an
      amount equal to 50% of Excess Cash Flow for the fiscal year with respect
      to which such financial statements were delivered. Concurrently with the
      making of any such payment, the Borrower shall deliver to the Agent and
      each of the Lenders a certificate of the Financial Officer demonstrating
      the calculation of the amount required to be paid.

            (c) Application of Proceeds of Prepayments. All prepayments of the
      Term Loan pursuant to this Section 5.9 shall be applied pro rata to the
      outstanding principal balance of the Term Loan. Any amount that would be
      required to be applied as a prepayment of the Term Loan pursuant to this
      Section 5.9 that exceeds the outstanding balance of the Term Loan shall be
      deposited with the Agent to be held as Cash Collateral for the Secured
      Obligations and applied by the Agent from time to time to outstanding
      Revolving Credit Loans or, after the Termination Date, to any of the
      Secured Obligations in such manner as the Agent shall determine in its
      sole discretion.

            SECTION 5.10. Prepayment Fee.

            (a) Termination and Prepayment. If the Borrower terminates this
      Agreement prior to the second anniversary of the Agreement Date, the
      Borrower shall pay to the Agent, for the ratable benefit of the Lenders,
      on such date of termination, as liquidated damages and compensation for
      the costs of making funds available to the Borrower under this Agreement,
      and not as a penalty, an amount equal to (i) 2% of the sum of the maximum
      amount of the Revolving Credit Facility plus the outstanding principal
      balance of the Term Loan at the time of termination if such termination
      occurs on or prior to the first anniversary of the Agreement Date, and
      (ii) 1% of the sum of the maximum amount of the Revolving Credit Facility
      plus the outstanding principal balance of the Term Loan at the time of
      termination if such termination occurs after the first anniversary of the
      Agreement Date but on or prior to the second anniversary of the Agreement
      Date; provided, however, if this Agreement is terminated after the first
      anniversary of the Agreement Date but on or prior to the second
      anniversary of the Agreement Date in connection with the purchase (whether
      through stock purchase, asset purchase, merger or consolidation) of the
      Borrower by a strategic buyer, such early termination fee shall equal 1/2%
      of the sum of the maximum amount of the Revolving Credit Facility plus the
      outstanding principal balance of the Term Loan at the time of termination.

            (b) Prepayment of Term Loan. If the Borrower voluntarily prepays the
      Term Loan in whole or in part prior to the second anniversary of the
      Agreement Date, other than in connection with a termination of this
      Agreement described in clause (a) above, the Borrower shall pay to the
      Agent, for the


                                      -64-
<PAGE>

      ratable benefit of the Lenders, on such date of prepayment, as liquidated
      damages and compensation for the costs of making funds available to the
      Borrower under this Agreement, and not as a penalty, an amount equal to
      (i) 2% of the principal balance of the Term Loan prepaid if such
      termination occurs on or prior to the first anniversary of the Agreement
      Date, and (ii) 1% of the amount of the Term Loan prepaid if such
      termination occurs after the first anniversary of the Agreement Date but
      on or prior to the second anniversary of the Agreement Date. A prepayment
      made pursuant to Section 5.9 shall not be deemed a voluntary prepayment
      under this Section 5.10.

            SECTION 5.11. Payments Not at End of Interest Period; Failure to
Borrow. If for any reason any payment of principal with respect to any
Eurodollar Rate Revolving Credit Loan is made on any day prior to the last day
of the Interest Period applicable to such Eurodollar Rate Revolving Credit Loan
other than in connection with repayment in full of the Secured Obligations, the
Borrower may, on the date of such payment, instruct the Agent to apply such
payment received on account of Eurodollar Rate Revolving Credit Loans which
would otherwise result in prepayment of such Loans prior to the end of the
applicable Interest Period to the Cash Collateral Account, such payment to be
subsequently applied to the applicable Eurodollar Rate Revolving Credit Loan on
the last day of the Interest Period applicable thereto (or, if earlier, the
acceleration or maturity of the Revolving Credit Loans). If for any reason any
payment of principal with respect to any Eurodollar Rate Term Loan is made on
any day prior to the last day of the Interest Period applicable to such
Eurodollar Rate Term Loan, or if any Eurodollar Rate Revolving Credit Loan is
repaid in full in connection with repayment in full of the Secured Obligations
on any day prior to the last day of the Interest Period applicable to such
Eurodollar Rate Revolving Credit Loan, or, after having given a Notice of
Borrowing with respect to any Eurodollar Rate Revolving Credit Loan or a Notice
of Conversion or Continuation with respect to any Loan to be continued as or
converted into a Eurodollar Rate Loan, such Loan is not made or is not continued
as or converted into a Eurodollar Rate Loan due to the Borrower's failure to
borrow or to fulfill the applicable conditions set forth in Article 6, or if the
Borrower fails to instruct the Agent to apply any payment of principal with
respect to any Eurodollar Rate Revolving Credit Loan prior to the last day of
the applicable Interest Period to the Cash Collateral Account in accordance with
the preceding sentence, the Borrower shall pay to each Lender upon the request
of the Agent or such Lender, in addition to any amounts that may be due under
Section 5.10, an amount (if a positive number) sufficient to compensate the
Agent and each Lender for any and all losses or expenses which the Agent or such
Lender has sustained or incurred as a consequence of the Borrower's payment of
principal of a Eurodollar Rate Loan prior to the last day of the Interest Period
applicable thereto or the Borrower's failure to borrow as described in this
Section.

            SECTION 5.12. Assumptions Concerning Funding of Eurodollar Rate
Loans. Calculation of all amounts payable to the Lenders under this Article 5
shall be made as though each Lender had actually funded or committed to fund its
Eurodollar Rate Loans through the purchase of an underlying deposit in an amount
equal to the


                                      -65-
<PAGE>

amount of its Eurodollar Rate Loans and having a maturity comparable to the
relevant Interest Period for such Eurodollar Rate Loans; provided, however, each
Lender may fund its Eurodollar Rate Loans in any manner it deems fit and the
foregoing assumption shall be utilized only for the calculation of amounts
payable under this Article 5.

            SECTION 5.13. Notice of Conversion or Continuation. Whenever the
Borrower desires, subject to the provisions of Section 5.14, to convert an
outstanding Loan into a Loan or Loans of a different Type or to continue all or
a portion of an outstanding Eurodollar Rate Loan for a subsequent Interest
Period, the Borrower shall notify the Agent by telephone or in writing by telex
or facsimile transmission (which notice shall be irrevocable) not later than
12:00 noon (Atlanta time) on the date two Business Days before the day on which
such proposed conversion or continuation is to be effective (and such effective
date of any continuation shall be the last day of the Interest Period for the
applicable Eurodollar Rate Loan); provided the Borrower shall not be permitted
to convert Loans into (or continue Loans as) Eurodollar Rate Loans at any time
during the existence of an Event of Default. Each such notice (a "Notice of
Conversion or Continuation") shall (i) identify the Loan to be converted or
continued, the aggregate outstanding principal balance thereof and, if a
Eurodollar Rate Loan, the last day of the Interest Period applicable to such
Loan, (ii) specify the effective date of such conversion or continuation, (iii)
specify the principal amount of such Loan to be converted or continued and, if
converted, the Type or Types into which the same is to be converted, and (iv)
the Interest Period to be applicable to the Eurodollar Rate Loan as converted or
continued, and shall, if notice thereof was originally given by telephone, be
immediately followed by a signed, written confirmation thereof by the Borrower
in a form acceptable to the Agent, provided that if such written confirmation
differs in any respect from the action taken by the Lenders, the records of the
Agent shall control absent manifest error.

            SECTION 5.14. Conversion or Continuation. Provided that no Event of
Default shall have occurred and be continuing (but subject to the provisions of
Sections 5.13 and 5.16), the Borrower may request that all or any part of any
outstanding Loan be converted into a Loan or Loans of a different Type or be
continued as a Loan or Loans of the same Type, in the same aggregate principal
amount, on any Business Day (which, in the case of continuation of a Eurodollar
Rate Loan, shall be the last day of the Interest Period applicable to such
Loan), upon notice (which notice shall be irrevocable) given in accordance with
Section 5.13, provided that nothing in this Article 5 shall be construed to
permit the conversion of a Revolving Credit Loan to a Term Loan or vice versa.

            SECTION 5.15. Duration of Interest Periods; Maximum Number of
Eurodollar Rate Loans; Minimum Increments.

            (a) Subject to the provision of the definition "Interest Period",
      the duration of each Interest Period applicable to a Eurodollar Rate Loan
      shall be as specified in the applicable Notice of Borrowing or Notice of
      Conversion or Continuation. The Borrower may elect a subsequent Interest
      Period to be


                                      -66-
<PAGE>

      applicable to any Eurodollar Rate Loan by giving a Notice of Conversion or
      Continuation with respect to such Loan in accordance with Section 5.13.

            (b) If the Agent does not receive a notice of election in accordance
      with Section 5.13 with respect to the continuation of a Eurodollar Rate
      Loan within the applicable time limits specified in said Section 5.13, or
      if, when such notice must be given, an Event of Default exists or such
      Type of Loan is not available, the Borrower shall be deemed to have
      elected to convert such Eurodollar Rate Loan in whole into a Prime Rate
      Loan on the last day of the Interest Period therefor.

            (c) Notwithstanding the foregoing, the Borrower may not select an
      Interest Period that would end, but for the provisions of the definition
      "Interest Period," after the Termination Date.

            (d) In no event shall there be more than (i) six Eurodollar Rate
      Revolving Credit Loans outstanding hereunder at any time, or (ii) three
      Eurodollar Rate Term Loans outstanding at any time under the Term Loan
      Facility. For the purpose of this subsection (d), each Eurodollar Rate
      Revolving Credit Loan and each Eurodollar Rate Term Loan having a distinct
      Interest Period shall be deemed to be a separate Loan hereunder.

            (e) Each Eurodollar Rate Loan shall be in a minimum amount of
      $2,000,000 and integral multiples of $250,000 in excess thereof.

            SECTION 5.16. Changed Circumstances.

            (a) If the introduction of or any change in or in the interpretation
      of (in each case, after the date hereof) any law or regulation makes it
      unlawful, or any governmental authority asserts, after the date hereof,
      that it is unlawful, for any Lender to perform its obligations hereunder
      to make Eurodollar Rate Loans or to fund or maintain Eurodollar Rate Loans
      hereunder, such Lender shall notify the Agent of such event and the Agent
      shall notify the Borrower of such event, and the right of the Borrower to
      select Eurodollar Rate Loans for any subsequent Interest Period or in
      connection with any subsequent conversion of any Loan shall be suspended
      until the Agent shall notify the Borrower that the circumstances causing
      such suspension no longer exist, and the Borrower shall forthwith prepay
      in full all Eurodollar Rate Revolving Credit Loans then outstanding and
      shall convert each Eurodollar Rate Term Loan into a Prime Rate Term Loan,
      and shall pay all interest accrued thereon through the date of such
      prepayment or conversion, unless the Borrower, within three Business Days
      after such notice from the Agent, request the conversion of all Eurodollar
      Rate Loans then outstanding into Prime Rate Loans; provided, that if the
      date of such repayment or proposed conversion is not the last day of the
      Interest Period applicable to such Eurodollar Rate Loan, the Borrower
      shall also pay any amount due pursuant to Section 5.11.


                                      -67-
<PAGE>

            (b) If the Agent shall, at least one Business Day before the date of
      any requested Loan or the effective date of any conversion or continuation
      of an existing Loan to be made or continued as or converted into a
      Eurodollar Rate Loan (each such requested Loan made and Loan to be
      converted or continued, a "Pending Loan"), notify the Borrower that the
      Eurodollar Rate will not adequately reflect the cost to the Lenders of
      making or funding such Pending Loan as a Eurodollar Rate Loan or that the
      Interbank Offered Rate is not reasonably determinable, including from any
      interest rate reporting service of recognized standing, then the right of
      the Borrower to select Eurodollar Rate Loans for such Pending Loan, any
      subsequent Loan or in connection with any subsequent conversion or
      continuation of any Loan shall be suspended until the Agent shall notify
      the Borrower that the circumstances causing such suspension no longer
      exist, and each Pending Loan and each such subsequent Loan requested to be
      made, continued or converted shall be made or continued as or converted
      into a Prime Rate Loan.

            (c) If, due to either (i) the introduction of or any change (other
      than any change by way of imposition or increase of reserve requirements
      included in the Eurodollar Reserve Percentage) in or in the interpretation
      of, in each case after the date hereof, any law or regulation (except to
      the extent such introduction, change or interpretation affects taxes
      measured by net income or gross proceeds), or (ii) the compliance with a
      guideline or request (except to the extent such guideline or request
      affects taxes measured by net income or gross proceeds) from any central
      bank or other governmental authority (whether nor not having the force of
      law) made after the date hereof, there shall be any increase in the cost
      to any Lender of agreeing to make or making, funding or maintaining
      Eurodollar Rate Loans (other than as separately provided for in Section
      5.16(d)), then the Borrower shall from time to time, within 30 days after
      demand by such Lender (with a copy of such demand to the Agent), pay to
      the Agent for the account of such Lender additional amounts sufficient to
      compensate such Lender for such increased cost.

            (d) If (i) the adoption of or change in, after the date hereof, any
      law, rule, regulation or guideline regarding capital requirements for
      banks or bank holding companies, or any change, after the date hereof, in
      the interpretation or application thereof by any governmental authority
      charged with the interpretation or administration thereof, or (ii)
      compliance by such Lender with any guideline, request or directive, made
      or promulgated after the date hereof, of any such entity regarding capital
      adequacy (whether or not having the force of law) or increasing a
      requirement by such Lender to allocate capital resources to such Lender's
      Commitment to make Loans hereunder, has the effect of reducing the return
      on a Lender's capital as a consequence of its maintaining its Loans or
      commitment to make Loans hereunder to a level below that which such Lender
      could have achieved but for such adoption, change or compliance (taking
      into consideration such Lender's policies with respect to capital adequacy
      immediately before such adoption, change or compliance and assuming the
      full utilization of such Lender's


                                      -68-
<PAGE>

      capital immediately before such adoption, change or compliance) or if any
      change in law, regulation, treaty or official directive or the
      interpretation or application thereof by any court or by any governmental
      authority charged with the administration thereof or the compliance with
      any guideline or request of any central bank or other governmental
      authority (whether or not having the force of law) subjects a Lender to
      any tax with respect to payments of principal or interest or any other
      amounts payable hereunder by the Borrower or otherwise with respect to the
      transactions contemplated hereby (except for taxes on the overall net
      income of such Lender imposed by the United States of America or any
      political subdivision thereof or any jurisdiction in which such Lender is
      organized or operates or any political subdivision thereof), in each case
      by any amount deemed by such Lender to be material, then such Lender shall
      promptly after its determination of such occurrence notify the Borrower
      and the Agent thereof. The Borrower agrees to pay to the Agent, for the
      account of such Lender, as an additional fee from time to time, within 30
      days after demand by such Lender, such amount as such Lender certifies to
      be the amount that will compensate it for such reduction.

            (e) Before giving any notice pursuant to Section 5.16(a) or making
      any demand pursuant to Section 5.16(c) or (d), each Lender agrees to use
      its reasonable efforts (consistent with its internal policy and legal and
      regulatory restrictions) to designate a different lending office if the
      making of such a designation would avoid the need for such notice or
      demand, or reduce the amount of such increased cost or reduction in return
      and would not, in the judgment of such Lender, be otherwise
      disadvantageous to such Lender. If circumstances subsequently change so
      that it is no longer unlawful for an affected Lender to make or maintain
      Eurodollar Rate Loans as contemplated hereunder, such Lender will, as soon
      as reasonably practicable after such Lender knows of such change in
      circumstances, notify the Borrower and the Agent, and upon receipt of such
      notice, the obligations of such Lender to make or continue Eurodollar Rate
      Loans shall be reinstated.

            (f) Notwithstanding any other provision of this Section 5.16, no
      Lender shall demand compensation for any increased cost or reduction
      referred to above if it shall not at the time be the general policy or
      practice of such Lender to demand such compensation in similar
      circumstances under comparable provisions of other credit agreements, if
      any.

            (g) A certificate of any Lender claiming compensation under Section
      5.16(c) or (d) shall be conclusive in the absence of manifest error. Such
      certificate shall set forth the nature of the occurrence giving rise to
      such compensation, the additional amount or amounts to be paid to it
      hereunder, and the method by which such amounts were determined. In
      determining such amount, a Lender may use any reasonable averaging and
      attribution methods.


                                      -69-
<PAGE>

            SECTION 5.17. Cash Collateral Account. The Borrower shall establish
a Cash Collateral Account in which to deposit Collateral consisting of cash or
Cash Equivalents from time to time (a) representing payments received pursuant
to Sections 2.3(c), 5.9(a)(iii) and 5.11 in excess of then outstanding Revolving
Credit Loans or on account of Eurodollar Rate Loans which would otherwise result
in repayment of such Loans prior to the end of the Interest Period applicable
thereto, (b) with respect to Letter of Credit Obligations for the purposes set
forth in Section 5.6 in the event of termination of this Agreement, or (c) for
any other purpose specified under this Agreement to provide security for the
Secured Obligations. On the last day of the applicable Interest Period as to any
amounts deposited to the Cash Collateral Account pursuant to clause (a) above or
if a drawing under a Letter of Credit occurs with respect to any amounts
deposited to the Cash Collateral Account pursuant to clause (b) above, the
Borrower hereby authorizes the Agent to use the monies deposited in the Cash
Collateral Account to make payment to the payee with respect to such Loan or
drawing. The Cash Collateral Account shall be in the name of the Agent and the
Agent shall have sole dominion and control over, and sole access to, the Cash
Collateral Account. Neither the Borrower nor any Person claiming on behalf of or
through the Borrower shall have any right to withdraw any of the funds held in
the Cash Collateral Account. The Borrower agrees that it will not at any time
(i) sell or otherwise dispose of any interest in the Cash Collateral Account or
any funds held therein or (ii) create or permit to exist any Lien upon or with
respect to the Cash Collateral Account or any funds held therein, except as
provided in or contemplated by this Agreement. The Agent shall exercise
reasonable care in the custody and preservation of any funds held in the Cash
Collateral Account and shall be deemed to have exercised such care if such funds
are accorded treatment substantially equivalent to that which the Agent accords
its own funds, it being understood that the Agent shall not have any
responsibility for taking any necessary steps to preserve rights against any
parties with respect to any funds held in the Cash Collateral Account. Subject
to the right of the Agent to withdraw funds from the Cash Collateral Account as
provided herein, the Agent will, so long as no Default or Event of Default shall
have occurred and be continuing, from time to time invest funds on deposit in
the Cash Collateral Account, reinvest proceeds of any such investments which may
mature or be sold, and invest interest or other income received from any such
investments, in each case, in Cash Equivalents, as the Borrower may direct prior
to the occurrence of a Default or Event of Default and as the Agent may select
after the occurrence and during the continuance of a Default or Event of
Default. Such proceeds, interest and income which are not so invested or
reinvested in Cash Equivalents shall be deposited and held by the Agent in the
Cash Collateral Account. The Agent makes no representation or warranty as to,
and shall not be responsible for, the rate of return, if any, earned in any Cash
Collateral. Any earnings on Cash Collateral shall be held as additional Cash
Collateral on the terms set forth in this Section 5.17.


                                      -70-
<PAGE>

                                    ARTICLE 6

                              CONDITIONS PRECEDENT

            SECTION 6.1. Conditions Precedent to Initial Loans and Letters of
Credit. Notwithstanding any other provision of this Agreement, neither the
Initial Loans will be made, nor the initial Letter of Credit issued, until the
fulfillment of each of the following conditions prior to or contemporaneously
with the making of the first to be made of such Loans and issuing of any such
Letter of Credit:

            (a) Financial Condition. The Borrower shall have delivered to the
      Agent a fair saleable value balance sheet, as of January 31, 1998,
      prepared and certified to by the Financial Officer in form and substance
      satisfactory to the Agent and the Lenders, and setting forth valuations of
      the Borrower's assets, the Projections and the Pro Forma, together with a
      certificate executed by the Financial Officer, in form and substance
      satisfactory to the Agent, certifying that as of the Effective Date, after
      giving effect to the consummation of the transactions contemplated by the
      Acquisition Documents, the extension of the initial Revolving Credit Loan
      and the Term Loan, the issuance of any Letters of Credit on the Effective
      Date, and the payment of all fees and expenses in connection with such
      transactions, the fair saleable value of the Borrower's assets will exceed
      the amount required to pay its debts as they become absolute and matured
      (including contingent, subordinated, unmatured and unliquidated
      liabilities), the Borrower is able and anticipates that it will be able to
      meet its debts as they mature, and the Borrower has adequate capital to
      conduct the business in which it is or proposes to be engaged, together
      with attachments demonstrating the basis of such conclusions.

            (b) Syndication Market. There shall not have occurred any change
      which is materially adverse in the market for syndicated bank credit
      facilities, or a material disruption of, or a material adverse change in,
      financial, banking or capital market conditions, in each case as
      determined by the Agent and the Syndication Agent in their sole
      discretion.

            (c) Acquisition. On the Effective Date, (i) the Lenders shall have
      received true and complete executed or conformed copies of the Acquisition
      Documents and any amendments thereto; (ii) the Acquisition Documents shall
      be in full force and effect and no material term or condition thereof
      shall have been amended, modified or waived after the execution thereof
      (other than solely to extend the date by which the Acquisition is required
      to occur) except with the prior written consent of the Lenders; (iii) none
      of the parties to any of the Acquisition Documents shall have failed to
      perform any material obligation or covenant required by such Acquisition
      Document to be performed or complied with by it on or before the Effective
      Date; (iv) all representations and warranties of the Borrower and the
      Seller contained in the Acquisition Agreement and the


                                      -71-
<PAGE>

      other Acquisition Documents shall be true and correct in all material
      respects with the same effect as though made on and as of the Effective
      Date; (v) all requisite approvals by governmental authorities and
      regulatory bodies having jurisdiction over the parties to the Acquisition
      Agreement in respect of the acquisition of the Acquired Assets shall have
      been obtained by such parties, and no such approvals shall impose any
      conditions to the consummation of the acquisition of the Acquired Assets;
      (vi) the acquisition of the Acquired Assets shall have been consummated in
      accordance with the terms and provisions of the Acquisition Agreement and
      the other Acquisition Documents, without any amendment or waiver of any
      material provision thereof; and (vii) the Lenders shall have received a
      certificate from an officer of the Borrower, or other evidence
      satisfactory to them, that each of the conditions set forth in clauses (i)
      through (vi) above shall have been satisfied. In addition, all opinion
      letters delivered in connection with the Acquisition Documents and the
      transactions contemplated thereby shall be addressed to the Agent, the
      Syndication Agent, the Arranger, the Documentation Agent and the Lenders,
      or accompanied by a written authorization from the firm delivering such
      opinion letter stating that such parties may rely on such opinion letter
      as though it were addressed to them.

            (d) Security Interests. The Agent shall have received satisfactory
      evidence that the Agent (for the benefit of the Secured Creditors) has a
      valid and perfected first priority security interest as of such date in
      all of the Collateral, subject only to Permitted Liens.

            (e) Closing Documents. The Agent shall have received each of the
      following documents, all of which shall be satisfactory in form and
      substance to the Agent and its counsel and to the Lenders:

                  (i) certified copies of the articles or certificate of
            incorporation and bylaws of the Borrower as in effect on the
            Effective Date,

                  (ii) certified copies of all corporate action, including
            shareholder approval, if necessary, taken by the Borrower to
            authorize the execution, delivery and performance of this Agreement,
            the Loan Documents, the borrowings under this Agreement, and the
            execution, delivery and performance of the Acquisition Agreement and
            the Acquisition Documents,

                  (iii) certificates of incumbency and specimen signatures with
            respect to each of the officers of the Borrower authorized to
            execute and deliver this Agreement and the Loan Documents on behalf
            of the Borrower and to request borrowings under this Agreement,

                  (iv) a certificate evidencing the good standing of the
            Borrower in the jurisdiction of its incorporation and in each other
            jurisdiction in which it


                                      -72-
<PAGE>

            is required to be qualified as a foreign corporation to transact its
            business as presently conducted,

                  (v) copies of all financial statements referred to in Section
            7.1(n) and meeting the requirements thereof,

                  (vi) a signed opinion of Paul, Weiss, Rifkind, Wharton &
            Garrison, counsel for the Borrower, substantially in the form of
            Exhibit C, and of such local counsel for the Borrower as may be
            required, opining as to such matters in connection with the
            transactions contemplated by this Agreement as the Agent or its
            counsel may reasonably request, including local counsel opinions
            regarding the Mortgages and the Real Estate,

                  (vii) the Financing Statements duly executed and delivered by
            the Borrower and acknowledgment copies evidencing the filing of such
            Financing Statements in each jurisdiction where such filing may be
            necessary or appropriate to perfect the Security Interest,

                  (viii) a certification from the principal officers of the
            Borrower as to such factual matters as shall be requested by the
            Agent,

                  (ix) certificates or binders of insurance relating to each of
            the policies of insurance covering any of the Collateral together
            with loss payable clauses which comply with the terms of Section
            9.8,

                  (x) a certificate of the President or a Financial Officer of
            the Borrower stating that, to the best of his knowledge and based on
            an examination sufficient to enable him to make an informed
            statement,

                        (A) all of the representations and warranties made or
                  deemed to be made under this Agreement are true and correct as
                  of the Effective Date, after giving effect to the Initial
                  Loans to be made (and Letters of Credit to be issued) at such
                  time and the application of the proceeds thereof, and

                        (B) no Default or Event of Default exists,

                  (xi) a Borrowing Base Certificate as of January 31, 1998, a
            Schedule of Inventory as of January 31, 1998 and a Schedule of
            Receivables as of January 31, 1998,

                  (xii) copies of the Mortgages, duly executed and delivered by
            the Borrower, in proper form for recording in the appropriate
            jurisdiction, in order to create a valid first Lien on and security
            title to the Real Estate described therein,


                                      -73-
<PAGE>

                  (xiii) one or more fully paid unconditional commitments for
            the issuance of mortgagee title insurance policies with all
            requirements and conditions to the issuance of the final policy
            deleted or marked satisfied, issued by First American Title
            Insurance Company, each in an amount equal to not less than the fair
            market value of the Real Estate subject to the Mortgage insured
            thereby, insuring that such Mortgage creates a valid first lien on,
            and security title to, all Real Estate described therein, with
            exceptions only for the Permitted Encumbrances (as defined in each
            Mortgage),

                  (xiv) such materials and information concerning the Real
            Estate as the Agent may reasonably require, including, without
            limitation, (A) current and accurate surveys satisfactory to the
            Agent of the owned Real Estate, certified to the Agent and showing
            the location of the 100-year and 50-year flood plains thereon, (B)
            owner's affidavits as to such matters relating to the owned Real
            Estate as the Agent may reasonably request, and (C) engineer's
            reports as to the condition of the improvements on the Real Estate
            and the compliance of the Real Estate with all Applicable Laws,
            codes and ordinances as the Agent may reasonably request,

                  (xv) landlord's or mortgagee's waiver and consent agreements
            duly executed on behalf of each landlord or mortgagee, as the case
            may be, of Real Estate and any other real property on which any
            Collateral is located, to the extent Borrower can obtain such
            landlord's or mortgagee's waiver and consent agreements using all
            reasonable efforts,

                  (xvi) the Acquisition Documents Assignment, duly executed by
            the Borrower,

                  (xvii) Agency Account Agreements, each duly executed by the
            Borrower and the Clearing Bank party thereto, with respect to each
            bank account of the Borrower other than the Excepted Accounts,

                  (xviii) the Initial Notice of Borrowing, duly executed by the
            Borrower,

                  (xix) certificates of title for all of the Borrower's motor
            vehicles, trailers and other property for which a certificate of
            title has been issued, subject to such exceptions as the Agent shall
            reasonably approve, together with applications for the noting of the
            Agent's security interest (on behalf of the Secured Creditors)
            thereon, duly executed by the Borrower and in form appropriate for
            submission to the applicable governmental authority that issued such
            certificate of title;

                  (xx) copies of each of the other Loan Documents duly executed
            by the parties thereto, and


                                      -74-
<PAGE>

                  (xxi) such other documents and instruments as the Agent or any
            Lender may reasonably request.

            (f) Notes. Each Lender shall have received a Revolving Credit Note
      and a Term Note, each duly executed and delivered by the Borrower,
      complying with the terms of Sections 2.4 and 4.4, as applicable.

            (g) Second Lien Senior Secured Facility. The Second Lien Senior
      Secured Facility shall have closed, and the Borrower shall have received
      the proceeds of the loan to be made thereunder, in accordance with the
      terms of the Second Lienholder Loan Agreement.

            (h) Intercreditor Agreement. The Second Lien Noteholders and the
      collateral agent under the Second Lienholder Loan Agreement shall have
      duly executed and delivered the Intercreditor Agreement, in form and
      substance satisfactory to the Agent and the Lenders.

            (i) Stock Pledge Agreement. The Agent shall have received the Stock
      Pledge Agreement, and corresponding blank stock powers and stock
      certificates, in form and substance satisfactory to the Agent and the
      Lenders, duly executed and delivered by the Borrower.

            (j) Other Security Documents. The Agent shall have received each
      other Security Document, in form and substance satisfactory to the Agent
      and the Lenders, duly executed and delivered by the Borrower.

            (k) Seller Subordinated Note. The Agent shall have received a copy
      of the Seller Subordinated Note, in form and substance satisfactory to the
      Agent and the Lenders, duly executed and delivered by the Borrower.

            (l) Environmental Indemnity Agreement. The Agent shall have received
      the Environmental Indemnity Agreement, in form and substance satisfactory
      to the Agent and the Lenders, duly executed and delivered by the Borrower.

            (m) Availability. The Agent shall be provided with evidence
      satisfactory to it that as of the Effective Date, after giving effect to
      the consummation of the transactions contemplated by the Acquisition
      Documents, the extension of the Initial Loans, the issuance of any Letters
      of Credit on the Effective Date, and the payment of all fees and expenses
      in connection with such transactions, Availability is not less than
      $12,000,000.

            (n) No Injunctions, Etc. No action, proceeding, investigation,
      regulation or legislation shall have been instituted, threatened or
      proposed before any court, governmental agency or legislative body to
      enjoin, restrain, or prohibit, or to obtain damages in respect of, or
      which is related to or arises out


                                      -75-
<PAGE>

      of this Agreement, the Acquisition Documents, or the consummation of the
      transactions contemplated hereby or thereby, or which, in the Agent's or
      the Lenders' reasonable judgment, would make it inadvisable to consummate
      the transactions contemplated by this Agreement.

            (o) Material Adverse Change. Except as previously disclosed in
      writing to the Agent and the Lenders, there shall not have occurred any
      change which is materially adverse, in the Agent's or the Lenders'
      reasonable judgment, to the assets, liabilities, businesses, operations,
      condition (financial or otherwise) or prospects of the Borrower, the
      Seller, and their respective Subsidiaries, from those presented by the
      financial statements described in Section 7.1(n)(i)(A) and (ii)(A). (p)
      Release of Security Interests. The Agent shall have received evidence
      satisfactory to it of the release and termination of all Liens other than
      Permitted Liens.

            (q) Interest Rate Protection Agreements. The Borrower shall have, as
      of the Effective Date, Interest Rate Protection Agreements acceptable to
      the Agent and the Syndication Agent with Bankers Trust Company for an
      aggregate amount equal to at least $45,000,000 notional principal amount
      for a period expiring on or after 120 days after the Effective Date.

            SECTION 6.2. All Loans; Letters of Credit. At the time of making of
each Loan, including the Initial Loans and all subsequent Loans, and the
issuance of each Letter of Credit:

            (a) all of the representations and warranties made or deemed to be
      made under this Agreement shall be true and correct in all material
      respects at such time both with and without giving effect to the Loan to
      be made at such time and the application of the proceeds thereof, except
      that representations and warranties which by their terms are applicable
      only to a particular date shall be deemed to be made only at and as of
      such date,

            (b) the corporate actions of the Borrower referred to in Section
      6.1(e)(ii) shall remain in full force and effect and the incumbency of
      officers shall be as stated in the certificates of incumbency delivered
      pursuant to Section 6.1(e)(iii) or as subsequently modified and reflected
      in a certificate of incumbency delivered to the Agent, and

            (c) each request and deemed request for any borrowing hereunder
      shall be deemed to be a certification by the Borrower to the Agent and the
      Lenders as to the matters set forth in Section 6.2(a) and (b) and the
      Agent may, without waiving either condition, consider the conditions
      specified in Sections 6.2(a) and (b) fulfilled and a representation by the
      Borrower to such effect made, if no written notice to the contrary is
      received by the Agent prior to the making of the Loan then to be made.


                                      -76-
<PAGE>

                                    ARTICLE 7

                   REPRESENTATIONS AND WARRANTIES OF BORROWER

            SECTION 7.1. Representations and Warranties. The Borrower represents
and warrants to the Agent and to the Lenders as follows:

            (a) Organization; Power; Qualification. The Borrower and each of its
      Subsidiaries is a corporation, duly organized, validly existing and in
      good standing under the laws of its jurisdiction of incorporation, having
      the power and authority to own its properties and to carry on its business
      as now being and hereafter proposed to be conducted. The Borrower is duly
      qualified and authorized to do business in each jurisdiction in which the
      character of its properties or the nature of its business requires such
      qualification or authorization except where the failure to be so qualified
      would not have a Material Adverse Effect. The jurisdictions in which each
      of the Borrower and each of its Subsidiaries is qualified to do business
      as a foreign corporation on the Effective Date are listed on Schedule
      7.1(a).

            (b) Capitalization. The outstanding capital stock of the Borrower
      has been duly and validly issued and is fully paid and nonassessable. The
      issuance and sale of the Borrower's capital stock have been registered or
      qualified under applicable federal and state securities laws or are exempt
      therefrom.

            (c) Subsidiaries. Schedule 7.1(c) correctly sets forth the name of
      each Subsidiary of the Borrower, its jurisdiction of incorporation, the
      name of its immediate parent or parents, and the percentage of its issued
      and outstanding securities owned by the Borrower or any other Subsidiary
      of the Borrower and indicating whether such Subsidiary is a Consolidated
      Subsidiary, in each case as of the Effective Date. Except as set forth on
      Schedule 7.1(c), (i) no Subsidiary of the Borrower has issued any
      securities convertible into shares of such Subsidiary's capital stock or
      any options, warrants or other rights to acquire any shares or securities
      convertible into such shares, (ii) the outstanding stock and securities of
      each Subsidiary of the Borrower are owned by the Borrower free and clear
      of all Liens (other than Permitted Liens), warrants, options and rights of
      others of any kind whatsoever, and (iii) the Borrower has no Subsidiaries,
      other than Subsidiaries that it has created after the Effective Date in
      compliance with this Agreement. The outstanding capital stock of each
      Subsidiary of the Borrower has been duly and validly issued and is fully
      paid and nonassessable by the issuer, and the number and owners of the
      shares of such capital stock are set forth on Schedule 7.1(c) as the same
      may hereafter be updated from time to time to reflect the creation of
      Subsidiaries in accordance with this Agreement.

            (d) Authorization of Agreement, Notes, Loan Documents and Borrowing.
      The Borrower has the right and power, and has taken all necessary


                                      -77-
<PAGE>

      corporate action to authorize it, to execute, deliver and perform this
      Agreement and each of the Loan Documents in accordance with their
      respective terms. This Agreement and each of the Loan Documents have been
      duly executed and delivered by the duly authorized officers of the
      Borrower and each is, or each when executed and delivered in accordance
      with this Agreement will be, a legal, valid and binding obligation of the
      Borrower, enforceable in accordance with its terms, subject to the effects
      of bankruptcy, insolvency, fraudulent conveyance, reorganization, and
      other similar laws relating to or affecting creditor's rights generally,
      general equitable principles and an implied covenant of good faith and
      fair dealing.

            (e) Compliance of Agreement, Notes, Loan Documents and Borrowing
      with Laws, Etc. Except as set forth on Schedule 7.1(e), the execution,
      delivery and performance of this Agreement and each of the Loan Documents
      in accordance with their respective terms and the borrowings hereunder do
      not and will not, by the passage of time, the giving of notice or
      otherwise, (i) require any Governmental Approval or violate any Applicable
      Law relating to the Borrower or any of its Subsidiaries, (ii) conflict
      with, result in a breach of or constitute a default under the articles or
      certificate of incorporation or by-laws of the Borrower or any of its
      Subsidiaries, (iii) conflict with, result in a breach of or constitute a
      default under any material provisions of any indenture, agreement or other
      instrument to which the Borrower or any of its Subsidiaries is a party or
      by which the Borrower, any of its Subsidiaries or any of the Borrower's or
      such Subsidiaries' property may be bound or any Governmental Approval
      relating to the Borrower or any of its Subsidiaries, or (iv) result in or
      require the creation or imposition of any Lien upon or with respect to any
      property now owned or hereafter acquired by the Borrower other than the
      Security Interest.

            (f) Business. The Borrower is engaged in the business described on
      Schedule 7.1(f) and businesses related thereto.

            (g) Compliance with Law; Governmental Approvals.

                  (i) Except as set forth in Schedule 7.1(g), the Borrower and
            each of its Subsidiaries (A) has all Governmental Approvals,
            including permits relating to federal, state and local Environmental
            Laws, ordinances and regulations, required by any Applicable Law for
            it to conduct its business, each of which is in full force and
            effect, is final and not subject to review on appeal and is not the
            subject of any pending or, to the knowledge of the Borrower,
            threatened attack by direct or collateral proceeding, and (B) is in
            compliance with each Governmental Approval applicable to it and in
            compliance with all other Applicable Laws relating to it, including,
            without being limited to, all Environmental Laws and all
            occupational health and safety laws applicable to the Borrower, any
            of its Subsidiaries or their respective properties, except for
            instances of noncompliance which would not, singly or in the
            aggregate, cause a Default or Event of Default


                                      -78-
<PAGE>

            or have a Materially Adverse Effect and in respect of which reserves
            in respect of the Borrower's or such Subsidiary's reasonably
            anticipated liability therefor have been established on the books of
            the Borrower or such Subsidiary, as applicable, if such reserves
            would be required by GAAP.

                  (ii) Without limiting the generality of the above, except as
            disclosed on a report delivered pursuant to Section 6.1(e)(xix) or
            (xx) or with respect to matters which could not reasonably be
            expected to have, singly or in the aggregate, a Materially Adverse
            Effect, (A) the operations of the Borrower and each of its
            Subsidiaries comply in all material respects with all applicable
            Environmental Laws; (B) the Borrower and each of its Subsidiaries
            has obtained all permits required pursuant to Environmental Laws and
            necessary for its operation, and all such permits are in good
            standing and the Borrower and each of its Subsidiaries is in
            compliance in all material respects with all terms and conditions of
            such permits; (C) neither the Borrower nor any of its Subsidiaries
            nor any of their respective present or past property or operations
            are subject to any order from or agreement with any public authority
            or private party respecting (1) any Environmental Laws, (2) any
            Remedial Action, or (3) any liabilities and costs arising from the
            Release or threatened Release of a Contaminant into the environment;
            (D) none of the operations of the Borrower or of any of its
            Subsidiaries is subject to any judicial or administrative proceeding
            alleging a violation of any Environmental Laws; (E) none of the
            present nor past operations of the Borrower or any of its
            Subsidiaries is the subject of any investigation by any public
            authority evaluating whether any Remedial Action is needed to
            respond to a Release or threatened Release of a Contaminant into the
            environment; (F) neither the Borrower nor any of its Subsidiaries
            has filed any notice under any requirement of Environmental Laws
            indicating past or present treatment, storage or disposal of a
            hazardous waste, as that term is defined under 40 CFR Part 261 or
            any state equivalent; (G) neither the Borrower nor any of its
            Subsidiaries has filed any notice under any requirement of
            Environmental Law reporting a Release of a Contaminant into the
            environment; (H) Except in compliance in all material respects with
            applicable Environmental Laws, during the course of the Borrower's
            or any of its Subsidiaries' ownership of or operations on the Real
            Estate, there have been no (1) generation, treatment, recycling,
            storage or disposal of hazardous waste, as that term is defined
            under 40 CFR Part 261 or any state equivalent, (2) use of
            underground storage tanks or surface impoundments, (3) use of
            asbestos-containing materials, or (4) use of polychlorinated
            biphenyls (PCB) used in hydraulic oils, electrical transformers or
            other equipment; (I) neither the Borrower nor any of its
            Subsidiaries has entered into any negotiations or agreements with
            any Person (including, without limitation, any prior owner of any of
            the Real Estate or other property of the Borrower or any of its
            Subsidiaries)


                                      -79-
<PAGE>

            relating to any Remedial Action or environmental related claim; (J)
            neither the Borrower nor any of its Subsidiaries has received any
            notice or claim to the effect that it is or may be liable to any
            Person as a result of the Release or threatened Release of a
            Contaminant into the environment; (K) neither the Borrower nor any
            of its Subsidiaries has any material contingent liability in
            connection with any Release or threatened Release of any Contaminant
            into the environment; (L) no Environmental Lien has attached to any
            of the Real Estate or other property of the Borrower or of any of
            its Subsidiaries; (M) the presence and condition of all
            asbestos-containing material which is on or part of the Real Estate
            (excluding any raw materials used in the manufacture of products or
            products themselves) do not violate in any material respect any
            currently applicable requirement of Applicable Laws; and (N) neither
            the Borrower nor any of its Subsidiaries manufactures, distributes
            or sells, and has never manufactured, distributed or sold, products
            which contain asbestos-containing material.

                  (iii) The Borrower has notified the Lenders of the receipt by
            it or by any of its Subsidiaries of any notice of a material
            violation of any Environmental Laws and occupational health and
            safety laws applicable to the Borrower, any of its Subsidiaries or
            any of their respective properties.

            (h) Title to Properties. Except for Permitted Liens and as otherwise
      set forth in Schedule 7.1(h), the Borrower and each of its Subsidiaries
      has valid and legal title to or leasehold interest in all personal
      property, Real Estate owned and other assets used in its business.

            (i) Liens. Except as set forth in Schedule 7.1(i), none of the
      properties and assets of the Borrower or any Subsidiary of the Borrower is
      subject to any Lien, except Permitted Liens. Other than financing
      statements filed with respect to Permitted Liens and the Financing
      Statements, no financing statement under the Uniform Commercial Code of
      any State or other instrument evidencing a Lien which names the Borrower
      or any Subsidiary of the Borrower as debtor has been filed (and has not
      been terminated) in any State or other jurisdiction, and neither the
      Borrower nor any Subsidiary of the Borrower has signed any such financing
      statement or other instrument or any security agreement authorizing any
      secured party thereunder to file any such financing statement or
      instrument, except to perfect those Liens listed on Schedule 7.1(i).
      Except for financing statements filed with respect to Permitted Liens, no
      financing statement under the Uniform Commercial Code of any State or
      other instrument evidencing a Lien which names the Seller as debtor and
      covers any of the Acquired Assets has been filed (and has not been
      terminated) in any State or other jurisdiction.

            (j) Indebtedness and Guarantees. Schedule 7.1(j) is a complete and
      correct listing of all Indebtedness for Money Borrowed and Guarantees of
      the


                                      -80-
<PAGE>

      Borrower and each of its Subsidiaries as of the Effective Date. Each of
      the Borrower and its Subsidiaries has performed in all material respects
      and is in material compliance with all of the terms of such Indebtedness
      and Guarantees and all instruments and agreements relating thereto, and no
      default or event of default, or event or condition which with notice or
      lapse of time or both would constitute such a default or event of default,
      which in either event would constitute a Default or Event of Default
      hereunder, exists with respect to any such Indebtedness or Guaranty.

            (k) Litigation. Except as set forth on Schedule 7.1(k), there are no
      actions, suits or proceedings pending (nor, to the knowledge of the
      Borrower, are there any actions, suits or proceedings threatened, or any
      reasonable basis therefor) against the Borrower or such Subsidiaries or
      any of the Acquired Assets or any of the Borrower's or any of its
      Subsidiaries' other properties in any court or before any arbitrator of
      any kind or before or by any governmental body, except actions, suits or
      proceedings of the character normally incident to the kind of business
      conducted by the Borrower or any of its Subsidiaries which, if adversely
      determined, would not singly or in the aggregate have a Materially Adverse
      Effect, and there are no strikes or walkouts in progress, pending or
      contemplated relating to any labor contracts to which the Borrower or any
      of its Subsidiaries is a party, relating to any labor contracts being
      negotiated, or otherwise.

            (l) Tax Returns and Payments. Except as set forth on Schedule
      7.1(l), all United States federal, state and local as well as material
      foreign national, provincial and local and other tax returns of the
      Borrower and each of its Subsidiaries required by Applicable Laws to be
      filed have been duly filed, and all United States federal, state and local
      and foreign national, provincial and local and other taxes, assessments
      and other governmental charges or levies upon the Borrower and each of its
      Subsidiaries and the Borrower's and any of its Subsidiaries' property,
      income, profits and assets which are due and payable have been paid,
      except any such nonpayment which is at the time permitted under Section
      10.6. The charges, accruals and reserves on the books of the Borrower and
      each of its Subsidiaries in respect of United States federal, state and
      local and foreign national, provincial and local taxes for all fiscal
      years and portions thereof since the organization of the Borrower are in
      the judgment of the Borrower adequate, and the Borrower knows of no reason
      to anticipate any additional assessments for any of such years which,
      singly or in the aggregate, could reasonably be expected to have a
      Materially Adverse Effect.

            (m) Burdensome Provisions. Neither the Borrower nor any of its
      Subsidiaries is a party to any indenture, agreement, lease or other
      instrument, or subject to any charter or corporate restriction,
      Governmental Approval or Applicable Law compliance with the terms of which
      could reasonably be expected to have a Materially Adverse Effect.


                                      -81-
<PAGE>

            (n) Financial Statements.

                  (i) The Borrower has furnished to the Agent and the Lenders
            copies of (A) the Seller's consolidated audited balance sheet as of
            December 28, 1996 and the related consolidated statements of
            operations, cash flow and shareholders' equity for the fiscal year
            then ended, and (B) the Seller's unaudited balance sheet as of
            December 27, 1997 and the related statements of operations, cash
            flow and shareholders' equity for the fiscal period then ended,
            which financial statements present fairly in all material respects
            in accordance with GAAP the financial position of the Seller and its
            consolidated Subsidiaries as of such dates and the results of
            operations of the Seller and its consolidated Subsidiaries for the
            periods then ended, subject to, in the case of unaudited financial
            statements, normal year-end adjustments and the absence of complete
            footnotes,

                  (ii) The Borrower has furnished to the Agent and the Lenders
            copies of (A) the Borrower's consolidated audited balance sheet as
            of February 1, 1997 and the related consolidated statements of
            operations, cash flows and shareholder's equity for the fiscal year
            then ended, and (B) the Borrower's consolidated unaudited balance
            sheet as of January 3, 1998 and the related consolidated statements
            of operations, cash flow and shareholders' equity for the 11 fiscal
            month period then ended, which financial statements present fairly
            in all material respects in accordance with GAAP the financial
            position of the Borrower and its Consolidated Subsidiaries as of
            such dates and the results of operations of the Borrower and its
            Consolidated Subsidiaries for the periods then ended.

                  (iii) The Borrower has furnished to the Agent and the Lenders
            copies of the Pro Forma. The Pro Forma presents fairly, on a pro
            forma basis, the financial position of the Borrower and its
            Consolidated Subsidiaries as at January 31, 1998.

                  (iv) The Borrower has furnished to the Agent and the Lenders
            copies of the Projections. The Projections have been be prepared by
            the Borrower in good faith in light of the past operations of the
            business of the Seller, the Borrower and their respective
            Subsidiaries.

                  (v) Except as disclosed or reflected in the financial
            statements described in clauses (i) and (ii) above, as of the
            Effective Date, neither the Borrower nor any of its Consolidated
            Subsidiaries has any material liabilities, contingent or otherwise,
            and there were no material unrealized or anticipated losses of the
            Borrower or any of its Consolidated Subsidiaries, in either case of
            a type or nature required to be disclosed or reflected in such
            financial statements.


                                      -82-
<PAGE>

            (o) Adverse Change. Since the date of the last financial statements
      of the Borrower and the Seller delivered to the Agent and the Lenders
      pursuant to Section 7.1(n)(i) and (ii), after giving effect to the
      transactions reflected in the Pro Forma, (i) no material adverse change
      has occurred in the business, assets, liabilities, financial condition,
      results of operations or business prospects of the Borrower or its
      Consolidated Subsidiaries, and (ii) no event has occurred or failed to
      occur which has had, or may have, singly or in the aggregate, a Materially
      Adverse Effect.

            (p) ERISA. Except as set forth on Schedule 7.1(p):

                  (i) As of the Effective Date, neither the Borrower nor any
            Related Company maintains or contributes to any Benefit Plan.

                  (ii) No Benefit Plan has been terminated or partially
            terminated, and no Multiemployer Plan is insolvent or in
            reorganization, nor have any proceedings been instituted to
            terminate any Benefit Plan or to reorganize any Multiemployer Plan.

                  (iii) Neither the Borrower nor any Related Company has
            withdrawn from any Benefit Plan or Multiemployer Plan, nor has a
            condition occurred which if continued would result in a withdrawal.

                  (iv) Neither the Borrower nor any Related Company has incurred
            any withdrawal liability, including contingent withdrawal liability,
            to any Multiemployer Plan pursuant to Title IV of ERISA.

                  (v) Neither the Borrower nor any Related Company has incurred
            any liability to the PBGC other than for required insurance premiums
            which have been paid when due.

                  (vi) No Reportable Event has occurred with respect to a Plan.

                  (vii) No Benefit Plan has an "accumulated funding deficiency"
            (whether or not waived) as defined in Section 302 of ERISA or in
            Section 412 of the Internal Revenue Code.

                  (viii) Each Plan is in substantial compliance with ERISA, and
            neither the Borrower nor any Related Company has received any
            communication from a governmental agency asserting that a Plan is
            not in compliance with ERISA.

                  (ix) Each Plan which is intended to be a qualified Plan has
            been determined by the IRS to be qualified under Section 401(a) of
            the Internal Revenue Code as currently in effect or will be
            submitted to the IRS for such determination prior to the end of the
            remedial amendment period


                                      -83-
<PAGE>

            under Section 401(b) of the Internal Revenue Code and the
            regulations promulgated thereunder and neither the Borrower nor any
            Related Company knows or has reason to know why each such Plan
            should not continue to be so qualified, and each trust related to
            such Plan that has been submitted to the IRS for determination of
            exempt status has been determined to be exempt from federal income
            tax under Section 501(a) of the Internal Revenue Code or will be
            submitted to the IRS for a determination of exempt status.

                  (x) As of the Effective Date, neither the Borrower nor any
            Related Company maintains or contributes to any employer welfare
            benefit plan within the meaning of Section 3(l) of ERISA which
            provides benefits to employees after termination of employment other
            than as required by Section 601 of ERISA.

                  (xi) Schedule B to the most recent annual report filed with
            the IRS with respect to each Benefit Plan and furnished to the
            Lenders is complete and accurate. Since the date of each such
            Schedule B, there has been no adverse change in funding status or
            financial condition of the Benefit Plan relating to such Schedule B.

                  (xii) Neither the Borrower nor any Related Company has failed
            to make a required installment under Subsection (m) of Section 412
            of the Internal Revenue Code or any other payment required under
            Section 412 of the Internal Revenue Code on or before the due date
            for such installment or other payment.

                  (xiii) Neither the Borrower nor any Related Company is
            required to provide security to a Benefit Plan under Section
            401(a)(29) of the Internal Revenue Code due to a Benefit Plan
            amendment that results in an increase in current liability for the
            plan year.

                  (xiv) Neither the Borrower, nor any Related Company, nor any
            other "party-in-interest" or "disqualified person" has engaged in a
            nonexempt "prohibited transaction," as such terms are defined in
            Section 4975 of the Internal Revenue Code and Section 406 of ERISA,
            in connection with any Plan or has taken or failed to take any
            action which would constitute or result in a Termination Event.

                  (xv) Neither the Borrower nor any Related Company has failed
            to comply with the health care continuation coverage requirements of
            Section 4980B of the Internal Revenue Code in respect of employees
            and former employees of the Borrower or such Related Company and
            their dependents and beneficiaries which alone or in the aggregate
            would subject the Borrower or such Related Company to any material
            liability.


                                      -84-
<PAGE>

                  (xvi) Neither the Borrower nor any Related Company has (A)
            failed to make a required contribution or payment to a Multiemployer
            Plan or (B) made a complete or partial withdrawal under Sections
            4203 or 4205 of ERISA from a Multiemployer Plan. To the best
            knowledge of the Borrower after due inquiry, neither the Borrower
            nor any Related Company shall have any obligation to (x) make
            contributions to any Multiemployer Plan on or after the Effective
            Date, or (y) pay withdrawal liability to any Multiemployer Plan in
            an amount in excess of a "de minimis amount" as such term is defined
            in Section 4209 of ERISA.

            (q) Absence of Defaults. Neither the Borrower nor any of its
      Subsidiaries is in default under its articles or certificate of
      incorporation or by-laws and no event has occurred, which has not been
      remedied, cured or waived, (i) which constitutes a Default or an Event of
      Default, or (ii) which constitutes, or which with the passage of time or
      giving of notice or both would constitute, a default or event of default
      by the Borrower or any of its Subsidiaries under any material agreement
      (other than this Agreement) or judgment, decree or order to which the
      Borrower or any of its Subsidiaries is a party or by which the Borrower,
      any of its Subsidiaries or any of the Borrower's or any of its
      Subsidiaries' properties may be bound or which would require the Borrower
      or any of its Subsidiaries to make any payment under any thereof prior to
      the scheduled maturity date therefor, except, in the case only of any such
      agreement, for alleged defaults which are being contested in good faith by
      appropriate proceedings and with respect to which reserves in respect of
      the Borrower's or such Subsidiary's reasonably anticipated liability have
      been established on the books of the Borrower or such Subsidiary.

            (r) Accuracy and Completeness of Information.

                  (i) All written information, reports and other papers and data
            produced by or on behalf of the Borrower (including information,
            reports and other papers and data relating to the Seller) and
            furnished to the Agent or any Lender were, at the time the same were
            so furnished, complete and correct in all material respects. No fact
            is known to the Borrower which has had, or could reasonably be
            expected to have, a Materially Adverse Effect, which has not been
            set forth in the financial statements or disclosure delivered prior
            to the Agreement Date, in each case referred to in Section 7.1(n),
            or in such written information, reports or other papers or data or
            otherwise disclosed in writing to the Agent and the Lenders prior to
            the Agreement Date. No document prepared by or on behalf of the
            Borrower or written statement made by or on behalf of the Borrower
            to the Agent or any Lender in connection with the negotiation,
            preparation or execution of this Agreement or any of the Loan
            Documents contains or will contain any untrue statement of a fact
            material to the creditworthiness of the Borrower or omits or will
            omit to state a material fact necessary in order to make the
            statements contained therein not misleading.


                                      -85-
<PAGE>

                  (ii) The Borrower has no reason to believe that any document
            furnished or written statement made to the Agent or any Lender by
            any Person other than the Borrower in connection with the
            negotiation, preparation or execution of this Agreement or any of
            the Loan Documents contained any incorrect statement of a material
            fact or omitted to state a material fact necessary in order to make
            the statements made, in light of the circumstances under which they
            were made, not misleading.

            (s) Solvency. In each case after giving effect to the Indebtedness
      represented by the Loans outstanding and to be incurred, and the
      transactions contemplated by this Agreement, the Acquisition Agreement and
      the Acquisition Documents, the Borrower is solvent, having assets of a
      fair salable value which exceeds the amount required to pay its debts as
      they become absolute and matured (including contingent, subordinated,
      unmatured and unliquidated liabilities), and the Borrower is able to and
      anticipates that it will be able to meet its debts as they mature and has
      adequate capital to conduct the business in which it is or proposes to be
      engaged.

            (t) Receivables. Each Receivable reflected in the computations
      included in any Borrowing Base Certificate as of the date of such
      Borrowing Base Certificate meets the criteria enumerated in the definition
      of Eligible Receivables, except as disclosed in such Borrowing Base
      Certificate or as disclosed in a timely manner in a subsequent Borrowing
      Base Certificate or otherwise in writing to the Agent. The chief executive
      office of the Borrower and the books and records relating to the
      Receivables are located at the address or addresses set forth on Schedule
      7.1(t). The Borrower has not maintained its chief executive office or
      books and records relating to any Receivables at any other address at any
      time during the five years immediately preceding the Agreement Date,
      except as disclosed on Schedule 7.1(t) with respect to the Receivables of
      the Borrower and the Seller.

            (u) Inventory. All Inventory included in any Borrowing Base
      Certificate as of the date of such Borrowing Base Certificate delivered to
      the Agent pursuant to Section 9.12 meets the criteria enumerated in the
      definition of Eligible Inventory, except as disclosed in such Borrowing
      Base Certificate or as disclosed in a timely manner in a subsequent
      Schedule of Inventory or Borrowing Base Certificate or otherwise in
      writing to the Agent. All such Inventory is in merchantable condition,
      meets all standards imposed by any governmental agency, or department or
      division thereof, having regulatory authority over such goods, their use
      or sale, and is currently either usable or salable in the normal course of
      the Borrower's business, except to the extent reserved against in the
      financial statements referred to in Section 7.1(n) or delivered pursuant
      to Article 11 or as disclosed on a Schedule of Inventory delivered to the
      Agent pursuant to Section 9.12. All Inventory is located on the premises
      set forth on Schedule 7.1(u) or is Inventory in transit to one of such
      locations or meets the requirements of clauses (a) and (f) of the
      definition of Eligible Inventory, except


                                      -86-
<PAGE>

      as otherwise disclosed in writing to the Agent. Such Inventory has not, in
      the last year, been located at premises other than those set forth on
      Schedule 7.1(u).

            (v) Equipment. All Equipment is in good order and repair in all
      material respects and is located on the premises set forth on Schedule
      7.1(v) and has been so located at all times during the last year.

            (w) Real Property. The Borrower owns no Real Estate and leases no
      Real Estate other than that described on Schedule 7.1(w) and other than
      Real Estate acquired or leased after the Effective Date for which the
      Borrower has complied with the requirements of Section 9.14.

            (x) Corporate and Fictitious Names. Except as otherwise disclosed on
      Schedule 7.1(x), during the five-year period preceding the Agreement Date,
      neither the Borrower nor any predecessor thereof (including the Seller)
      has been known as or used any corporate or fictitious name other than the
      corporate name of the Borrower on the Effective Date.

            (y) Federal Reserve Regulations. Neither the Borrower nor any of its
      Subsidiaries is engaged and none will engage, principally or as one of its
      important activities, in the business of extending credit for the purpose
      of "purchasing" or "carrying" any "margin stock" (as each of the quoted
      terms is defined or used in Regulations G and U of the Board of Governors
      of the Federal Reserve System). No part of the proceeds of any of the
      Loans will be used for so purchasing or carrying margin stock or, in any
      event, for any purpose which violates, or which would be inconsistent
      with, the provisions of Regulation G, T, U or X of such Board of
      Governors. If requested by the Agent or any Lender, the Borrower will
      furnish to the Agent and the Lenders a statement or statements in
      conformity with the requirements of said Regulation G, T, U or X to the
      foregoing effect.

            (z) Investment Company Act. The Borrower is not an "investment
      company" or a company "controlled" by an "investment company" (as each of
      the quoted terms is defined or used in the Investment Company Act of 1940,
      as amended).

            (aa) Employee Relations. Neither the Borrower nor any of its
      Subsidiaries as of the Effective Date, except as set forth on Schedule
      7.1(aa), is party to any collective bargaining agreement nor has any labor
      union been recognized as the representative of the Borrower's or any of
      its Subsidiaries' employees, and the Borrower knows of no pending,
      threatened or contemplated strikes, work stoppage or other labor disputes
      involving the Borrower's or any of its Subsidiaries' employees that could
      reasonably be expected to have a Material Adverse Effect.


                                      -87-
<PAGE>

            (bb) Proprietary Rights. Schedule 7.1(bb) sets forth a correct and
      complete list, as of the Effective Date, of all of the Proprietary Rights.
      As of the Effective Date, none of the Proprietary Rights is subject to any
      licensing agreement or similar arrangement except as set forth on Schedule
      7.1(bb) or as entered into in the sale or distribution of the Borrower's
      Inventory in the ordinary course of business. To the best of the
      Borrower's knowledge, none of the Proprietary Rights infringes on or
      conflicts with any other Person's property, and no other Person's property
      infringes on or conflicts with the Proprietary Rights, in either case in a
      manner that will have a Material Adverse Effect. The Proprietary Rights
      described on Schedule 7.1(bb) constitute all of the property of such type
      necessary to the current and anticipated future conduct of the Borrower's
      business.

            (cc) Trade Names. All trade names or styles under which the Borrower
      sells (or the Seller sold) Inventory or Equipment or creates Receivables,
      or to which instruments in payment of Receivables are made payable, in
      each case as of or prior to the Effective Date are listed on Schedule
      7.1(cc).

            (dd) Acquisition Agreement. The Borrower has heretofore furnished to
      the Agent true, complete and correct copies of the Acquisition Agreement
      (including any schedules, exhibits and annexes thereto) and each
      Acquisition Document. The Acquisition Agreement has not been amended,
      supplemented or modified except as previously disclosed in writing to the
      Agent and, together with the other Acquisition Documents, copies of which
      have been delivered to the Agent, constitute the complete understanding
      between the Borrower and the Seller in respect of the acquisition of the
      Acquired Assets and the other matters and transactions covered thereby. To
      the Borrower's knowledge, the Acquisition Agreement and each of the other
      Acquisition Documents has been duly executed and delivered by the Seller
      and is a valid, legal and binding obligation of the Seller. The
      representations and warranties of the Borrower contained in the
      Acquisition Agreement and each of the other Acquisition Documents are (or
      will be) true and correct in all material respects on the Effective Date
      as if made on and as of such date, and the Agent and the Lenders are
      entitled to rely on such representations and warranties with the same
      force and effect as though they were incorporated in this Agreement and
      made to the Agent and the Lenders directly. On and as of the Effective
      Date, the Borrower knows of no reason to believe that the representations
      and warranties of, and information concerning, the Seller contained in the
      Acquisition Agreement and each of the other Acquisition Documents are not
      true and correct in all material respects.

            (ee) Consummation of Transactions. Upon the Effective Date, the
      transactions contemplated by the Acquisition Agreement and the other
      Acquisition Documents have been consummated in accordance with Applicable
      Laws and, except as previously disclosed in writing to the Agent, in the
      manner provided therein in accordance with the terms thereof without any
      material waivers or amendments thereto, and each of the conditions to such
      consummation set forth


                                      -88-
<PAGE>

      in the Acquisition Agreement and the other Acquisition Documents shall
      have been fulfilled without any waiver of any thereof.

            (ff) Seller Subordinated Indebtedness. The Borrower has delivered to
      the Agent a complete and correct copy of all documents evidencing or
      relating to the Seller Subordinated Indebtedness, and each of the
      representations and warranties given by the Borrower therein is true and
      correct in all material respects.

            (gg) Foreign Letter of Credit Amount. Each Letter of Credit included
      in the calculation of the Foreign Letter of Credit Amount in any Borrowing
      Base Certificate was issued in favor of third-party contractors (or their
      designees) or suppliers to support the production of goods for the
      Borrower outside of the United States of America, which goods (i) are not
      owned by the Borrower at the time of issuance of any such Letters of
      Credit, and (ii) will become In-Transit Inventory substantially
      simultaneously with the first payment or disbursement by the Issuing Bank
      under such Letters of Credit.

            SECTION 7.2. Survival of Representations and Warranties, Etc. All
representations and warranties set forth in this Article 7 and all statements
contained in any certificate, financial statement, or other instrument,
delivered by or on behalf of the Borrower pursuant to or in connection with this
Agreement or any of the Loan Documents (including, but not limited to, any such
representation, warranty or statement made in or in connection with any
amendment thereto) shall constitute representations and warranties made under
this Agreement. All representations and warranties made under this Agreement
shall be made or deemed to be made at and as of the Agreement Date, at and as of
the Effective Date and at and as of the date of each Loan, except that
representations and warranties which, by their terms are applicable only to a
particular date shall be deemed to be made only at and as of such date. All
representations and warranties made or deemed to be made under this Agreement
shall survive and not be waived by the execution and delivery of this Agreement,
any investigation made by or on behalf of the Agent or any Lender, or any
borrowing hereunder.

                                    ARTICLE 8

                                SECURITY INTEREST

            SECTION 8.1. Security Interest.

            (a) To secure the payment, observance and performance of the Secured
      Obligations, the Borrower hereby mortgages, pledges and assigns all of the
      Collateral to the Agent, for the benefit of the Secured Creditors, and
      grants to the Agent, for the benefit of the Secured Creditors, a
      continuing security interest in, and a continuing Lien upon, all of the
      Collateral.


                                      -89-
<PAGE>

            (b) As additional security for all of the Secured Obligations, the
      Borrower grants to the Agent, for the benefit of the Secured Creditors, a
      security interest in, and assigns to the Agent, for the benefit of the
      Secured Creditors, all of the Borrower's right, title and interest in and
      to, any deposits or other sums at any time credited by or due from each
      Lender and each Affiliate of a Lender to the Borrower, or credited by or
      due from any participant of any Lender to the Borrower, with the same
      rights therein as if the deposits or other sums were credited by or due
      from such Lender The Borrower hereby authorizes each Lender and each
      Affiliate of such Lender and each participant to pay or deliver to the
      Agent, for the account of the Lenders, without any necessity on the
      Agent's or any Lender's part to resort to other security or sources of
      reimbursement for the Secured Obligations, at any time during the
      continuation of any Event of Default or in the event that the Agent, on
      behalf of the Lenders, should make demand for payment hereunder and
      without further notice to the Borrower (such notice being expressly
      waived), any of the aforesaid deposits (general or special, time or
      demand, provisional or final) or other sums for application to any Secured
      Obligation, irrespective of whether any demand has been made or whether
      such Secured Obligation is mature, and the rights given the Agent, the
      Lenders, their Affiliates and participants hereunder are cumulative with
      such Person's other rights and remedies, including other rights of
      set-off. The Agent will promptly notify the Borrower of its receipt of any
      such funds for application to the Secured Obligations, but failure to do
      so will not affect the validity or enforceability thereof. The Agent may
      give notice of the above grant of a security interest in and assignment of
      the aforesaid deposits and other sums, and authorization, to, and make any
      suitable arrangements with, any Lender, any such Affiliate of any Lender
      or participant for effectuation thereof, and the Borrower hereby
      irrevocably appoints Agent as its attorney to collect any and all such
      deposits or other sums to the extent any such payment is not made to the
      Agent or any Lender by such Lender, Affiliate or participant.

            SECTION 8.2. Continued Priority of Security Interest.

            (a) The Security Interest granted by the Borrower shall at all times
      be valid, perfected and enforceable against the Borrower and all third
      parties in accordance with the terms of this Agreement, as security for
      the Secured Obligations, and the Collateral shall not at any time be
      subject to any Liens that are prior to, on a parity with or junior to the
      Security Interest, other than Permitted Liens.

            (b) The Borrower shall, at its sole cost and expense, take all
      action that may be reasonably necessary or desirable, or that the Agent
      may reasonably request, so as at all times to maintain the validity,
      perfection, enforceability and rank of the Security Interest in the
      Collateral in conformity with the requirements of Section 8.2(a), or to
      enable the Agent and the Lenders to exercise or enforce their rights
      hereunder, including, but not limited to: (i) paying all taxes,
      assessments and other claims lawfully levied or assessed on any of the
      Collateral,


                                      -90-
<PAGE>

      except to the extent that such taxes, assessments and other claims
      constitute Permitted Liens, (ii) using all reasonable efforts to obtain
      landlords', mortgagees' and mechanics' releases, subordinations or
      waivers, (iii) delivering to the Agent, for the benefit of the Secured
      Creditors, endorsed or accompanied by such instruments of assignment as
      the Agent may specify, and stamping or marking, in such manner as the
      Agent may specify, any and all chattel paper, instruments, letters and
      advices of guaranty and documents evidencing or forming a part of the
      Collateral, and (iv) executing and delivering financing statements,
      pledges, designations, hypothecations, notices and assignments in each
      case in form and substance reasonably satisfactory to the Agent relating
      to the creation, validity, perfection, maintenance or continuation of the
      Security Interest under the Uniform Commercial Code or other Applicable
      Laws.

            (c) The Agent is hereby authorized to file one or more financing or
      continuation statements or amendments thereto without the signature of or
      in the name of the Borrower for any purpose described in Section 8.2(b).
      The Agent will give the Borrower notice of the filing of any such
      statements or amendments, which notice shall specify the locations where
      such statements or amendments were filed. No representation or warranty is
      made by the Borrower respecting the accuracy or adequacy of the foregoing.
      A carbon, photographic, xerographic or other reproduction of this
      Agreement or of any of the Security Documents or of any financing
      statement filed in connection with this Agreement is sufficient as a
      financing statement.

            (d) The Borrower shall mark its books and records as directed by the
      Agent and as may be necessary or appropriate to evidence, protect and
      perfect the Security Interest and shall cause its financial statements to
      reflect the Security Interest.

                                    ARTICLE 9

                              COLLATERAL COVENANTS

            Until the Revolving Credit Facility has been terminated and all the
Secured Obligations have been paid in full:

            SECTION 9.1. Collection of Receivables.

            (a) The Borrower will cause all monies, checks, notes, drafts and
      other payments relating to or constituting proceeds of trade accounts
      receivable and other Collateral to be deposited in an Agency Account for
      application to the Secured Obligations in accordance with the procedures
      set out in the corresponding Agency Account Agreement.


                                      -91-
<PAGE>

               (b) The Borrower and the Agent shall cause all collected balances
        in each Agency Account to be transmitted daily by wire transfer,
        depository transfer check or other means in accordance with the
        procedures set forth in the corresponding Agency Account Agreement, to
        the Agent at the Agent's Office: (i) for application, on account of the
        Secured Obligations, as provided in Sections 2.3(c), 13.2, and 13.3,
        such credits to be entered as of the Business Day they are received if
        they are received prior to 1:30 p.m. (Atlanta time) and to be
        conditioned upon final payment in cash or solvent credits of the items
        giving rise to them, and (ii) with respect to the balance, so long as no
        Default or Event of Default has occurred and is continuing, for transfer
        by wire transfer or depository transfer check to a Disbursement Account.

            SECTION 9.2. Verification and Notification. The Agent shall have the
right (a) at any time and from time to time, (i) in the name of the Agent, the
Lenders or in the name of the Borrower, to verify the validity, amount or any
other matter relating to any Receivables by mail, telephone, telegraph or
otherwise, and (ii) to review, audit and make extracts from all records and
files related to any of the Receivables; and (b) if an Event of Default exists,
to notify the Account Debtors or obligors under any Receivables of the
assignment of such Receivables to the Agent, for the benefit of the Secured
Creditors, and to direct such Account Debtor or obligors to make payment of all
amounts due or to become due thereunder directly to the Agent, for the account
of the Lenders, and, upon such notification and at the expense of the Borrower,
to enforce collection of any such Receivables and to adjust, settle or
compromise the amount or payment thereof, in the same manner and to the same
extent as the Borrower might have done.

            SECTION 9.3. Disputes, Returns and Adjustments.

            (a) In the event any amounts due and owing under any Receivable for
      an amount in excess of $500,000 are in dispute between the Account Debtor
      and the Borrower, the Borrower shall provide the Agent with prompt written
      notice thereof.

            (b) The Borrower shall notify the Agent promptly of all returns and
      credits in excess of $350,000 in respect of any Receivable, which notice
      shall specify the Receivable affected.

            (c) The Borrower may, in the ordinary course of business unless an
      Event of Default has occurred and is continuing, grant any extension of
      time for payment of any Receivable or compromise, compound or settle the
      same for less than the full amount thereof, or release wholly or partly
      any Person liable for the payment thereof, or allow any credit or discount
      whatsoever therein; provided that no such action results in the reduction
      of more than $500,000 in the amount payable with respect to any Receivable
      (excluding the allowance of credits or discounts generally available to
      Account Debtors in the ordinary course of the


                                      -92-
<PAGE>

      Borrower's business and appropriate adjustments to the accounts of Account
      Debtors in the ordinary course of business).

            SECTION 9.4. Invoices.

            (a) The Borrower will not use any invoices other than invoices in
      the form delivered to the Agent prior to the Agreement Date if the new
      form of invoice uses any name for the Borrower other than Ithaca
      Industries, Inc. without giving the Agent 15 days prior notice of the
      intended use of a different form of invoice together with a copy of such
      different form. The Borrower will promptly notify the Agent of its use of
      any invoices other than invoices in the form delivered to the Agent prior
      to the Agreement Date, and will promptly provide Agent with a copy of such
      different form.

            (b) Upon the occurrence of an Event of Default, upon the request of
      the Agent, the Borrower shall deliver to the Agent, at the Borrower's
      expense, copies of customers' invoices or the equivalent, original
      shipping and delivery receipts or other proof of delivery, customers'
      statements, customer address lists, the original copy of all documents,
      including, without limitation, repayment histories and present status
      reports, relating to Receivables and such other documents and information
      relating to the Receivables as the Agent shall specify.

            SECTION 9.5. Delivery of Instruments. In the event any Receivable is
at any time evidenced by a promissory note, trade acceptance or any other
instrument for the payment of money, the Borrower will immediately thereafter
deliver such instrument to the Agent, appropriately endorsed to the Agent, for
the benefit of the Secured Creditors.

            SECTION 9.6. Sales of Inventory. All sales of Inventory will be made
in material compliance with all requirements of Applicable Laws.

            SECTION 9.7. Ownership and Defense of Title.

            (a) Except for Permitted Liens, the Borrower or its Subsidiaries
      shall at all times be the sole owner or lessee of each and every item of
      Collateral and shall not create any lien on, or sell, lease, exchange,
      assign, transfer, pledge, hypothecate, grant a security interest or
      security title in or otherwise dispose of, any of the Collateral or any
      interest therein, except for sales of Inventory in the ordinary course of
      business, for cash or on open account or on terms of payment ordinarily
      extended to its customers, and except for dispositions that are otherwise
      expressly permitted under this Agreement (including, without limitation,
      such dispositions as permitted under Section 12.7(f) hereof). The
      inclusion of "proceeds" of the Collateral under the Security Interest
      shall not be deemed a consent by the Agent or the Lenders to any other
      sale or other disposition of any part or all of the Collateral.


                                      -93-
<PAGE>

            (b) The Borrower shall defend its title or leasehold interest in and
      to, and the Security Interest in, the Collateral against the claims and
      demands of all Persons.

            SECTION 9.8. Insurance.

            (a) The Borrower shall at all times maintain insurance on the
      Inventory and Equipment against loss or damage by fire, theft (excluding
      theft by employees), burglary, pilferage, loss in transit and such other
      hazards as the Agent shall reasonably specify, in amounts not to exceed
      those obtainable at commercially reasonable rates and under policies
      issued by insurers acceptable to the Agent in the exercise of its
      reasonable judgment. All premiums on such insurance shall be paid by the
      Borrower and copies of the policies delivered to the Agent upon request.
      The Borrower will not use or permit the Inventory or Equipment to be used
      in material violation of Applicable Laws or in any manner which might
      render inapplicable any insurance coverage.

            (b) All insurance policies required under Section 9.8(a) shall name
      the Agent, for the benefit of the Lenders, as an additional insured and
      shall contain loss payable clauses in the form submitted to the Borrower
      by the Agent, or otherwise in form and substance reasonably satisfactory
      to the Required Lenders, naming the Agent, for the benefit of the Lenders,
      as loss payee, as its interests may appear, and providing that (i) all
      proceeds thereunder shall be payable to the Agent, for the benefit of the
      Lenders, (ii) no such insurance shall be affected by any act or neglect of
      the insurer or owner of the property described in such policy, and (iii)
      such policy and loss payable clauses may be canceled, amended or
      terminated only upon at least 30 days prior written notice given to the
      Agent.

            (c) Any proceeds of insurance referred to in this Section 9.8 which
      are paid to the Agent, for the account of the Lenders, shall be, at the
      option of the Required Lenders in their sole discretion, either (i)
      applied to replace the damaged or destroyed property, or (ii) applied to
      the payment or prepayment of the Secured Obligations; provided, however,
      if (A) no Event of Default exists hereunder, and (B) the amount of
      insurance proceeds with respect to such loss is in an aggregate amount of
      less than $5,000,000, and (C) the damaged or destroyed property is of the
      type or nature that can be repaired or restored, and (D) the Borrower
      provides the Agent with a certificate stating that the insurance proceeds
      will be used to repair or restore the damaged or destroyed property within
      a one-year period from the date of the loss, then such insurance proceeds
      shall be held by the Agent, reserved against the Borrowing Base, and
      disbursed to the Borrower for application to the costs and expenses of
      such repair or restoration pursuant to a disbursement procedure, and under
      such terms and conditions as shall be acceptable to Agent and the Lenders.


                                      -94-
<PAGE>

            SECTION 9.9. Location of Offices and Collateral.

            (a) The Borrower will not change the location of its chief executive
      office or the place where it keeps its books and records relating to the
      Collateral or change its name, its identity or corporate structure without
      giving the Agent 30 days prior written notice thereof.

            (b) All Inventory, other than Inventory in transit to any such
      location or Inventory meeting the terms of clauses (a) and (f) of the
      definition of Eligible Inventory, will at all times be kept by the
      Borrower at the locations set forth in Schedule 7.1(u) (as updated from
      time to time), and shall not, without the prior written consent of the
      Agent, be removed therefrom except pursuant to sales of Inventory
      permitted under Section 9.7(a).

            (c) If any Inventory is in the possession or control of any of the
      Borrower's agents or processors, the Borrower shall notify such agents or
      processors of the Security Interest (and shall promptly provide copies of
      any such notice to the Agent and the Lenders) and, upon the occurrence of
      an Event of Default, shall instruct them (and cause them to acknowledge
      such instruction) to hold all such Inventory for the account of the
      account of the Lenders, subject to the instructions of the Agent.

            SECTION 9.10. Records Relating to Collateral.

            (a) The Borrower will at all times (i) keep complete and accurate
      records of Inventory on a basis consistent with past practices of the
      Borrower so as to permit comparison of Inventory records relating to
      different time periods, itemizing and describing the kind, type and
      quantity of Inventory and the Borrower's cost therefor and a current price
      list for such Inventory, and (ii) keep complete and accurate records of
      all other Collateral.

            (b) The Borrower will prepare a physical listing of all Inventory
      (other than documents evidencing and general intangibles relating to the
      inventory that comprises the Borrower's Inventory), wherever located, at
      least annually.

            SECTION 9.11. Inspection. The Agent and each Lender (by any of their
officers, employees or agents) shall have the right, to the extent that the
exercise of such right shall be within the control of the Borrower, at any time
or times to (a) upon reasonable notice, if no Event of Default exists, and
without notice if an Event of Default does exist, visit the properties of the
Borrower and its Subsidiaries, inspect the Collateral and the other assets of
the Borrower and its Subsidiaries and inspect and make extracts from the books
and records of the Borrower and its Subsidiaries, including but not limited to
management letters prepared by independent accountants, all during customary
business hours at such premises; (b) discuss the Borrower's and its
Subsidiaries' business, assets, liabilities, financial condition, results of
operations and business prospects, insofar as the same are reasonably related to
the rights of the Agent or the


                                      -95-
<PAGE>

Lenders hereunder or under any of the Loan Documents, with the Borrower's and
its Subsidiaries' (i) principal officers, (ii) independent accountants, and
(iii) any other Person (except that any such discussion with any third parties
shall be conducted only in accordance with the Agent's or such Lender's standard
operating procedures relating to the maintenance of the confidentiality of
confidential information of borrower); and (c) verify the amount, quantity,
value and condition of, or any other matter relating to, any of the Collateral
(other than Receivables) and in this connection to review, audit and make
extracts from all records and files related to any of the Collateral. The
Borrower will deliver to the Agent, for the benefit of the Lenders, any
instrument necessary for it to obtain records from any service bureau
maintaining records on behalf of the Borrower.

            SECTION 9.12. Information and Reports.

            (a) Schedule of Receivables. The Borrower shall deliver to the Agent
      on or before the Effective Date and not later than the 15th Business Day
      of each fiscal month thereafter a Schedule of Receivables which (i) shall
      be as of the last Business Day of the immediately preceding fiscal month,
      (ii) shall be reconciled to the Borrowing Base Certificate as of such last
      Business Day, and (iii) shall set forth a detailed aged trial balance of
      all its then existing Receivables, specifying the names, addresses and
      balance due for each Account Debtor obligated on a Receivable so listed.

            (b) Schedule of Inventory. The Borrower shall deliver to the Agent
      on or before the Effective Date and not later than the 15th Business Day
      of each fiscal month thereafter (other than the fiscal month that ends the
      fiscal year) a Schedule of Inventory as of the last Business Day of the
      immediately preceding fiscal month of the Borrower, itemizing and
      describing the kind, type and quantity of Inventory, the Borrower's cost
      thereof and the location thereof. For the last fiscal month of Borrower's
      fiscal year, Borrower shall deliver the Schedule of Inventory not later
      than 45 days after such fiscal year end.

            (c) Schedule of Foreign Letter of Credit Amount. The Borrower shall
      deliver to the Agent not later than the 15th Business Day of each fiscal
      month a schedule setting forth the letter of credit number and undrawn
      amount of each Letter of Credit (and, if the issuer thereof is not
      NationsBank, the name of the Issuing Bank) included in the calculation of
      the Foreign Letter of Credit Amount in the corresponding Borrowing Base
      Certificate; provided that no schedule need be delivered if there has been
      no change since the previous schedule delivered.

            (d) Schedule of Equipment. The Borrower shall deliver to the Agent
      on or before the Effective Date and thereafter on such subsequent dates
      upon reasonable notice as may be requested by the Agent, a Schedule of
      Equipment, describing each item of the Borrower's Equipment and the
      location, cost and then current book value thereof.


                                      -96-
<PAGE>

            (e) Borrowing Base Certificate. The Borrower shall deliver to the
      Agent on or before the 15th Business Day of each fiscal month after the
      Effective Date a Borrowing Base Certificate prepared as of the close of
      business on the last Business Day of the immediately preceding fiscal
      month. For the last fiscal month of Borrower's fiscal year, Borrower shall
      provide a Borrowing Base Certificate on or before the 15th Business Day of
      the fiscal month, which Borrowing Base Certificate shall be subject to
      such adjustments to calculations of Eligible Inventory as may be necessary
      because of the fiscal year end, which adjustments shall be reflected in an
      updated Borrowing Base Certificate to be provided to Agent as soon as
      available but in no event later than 45 days after fiscal year end.

            (f) Additional Information. The Agent may in its discretion from
      time to time request that the Borrower deliver the schedules or
      certificates described in Sections 9.12(a), (b), (c), (d) and (e) more or
      less often and on different schedules than specified in such Sections and
      the Borrower will use reasonable efforts to comply with such requests. The
      Borrower will also furnish to the Agent and each Lender such other
      information with respect to the Collateral as the Agent or the Required
      Lenders may from time to time reasonably request.

            SECTION 9.13. Power of Attorney. The Borrower hereby appoints the
Agent as its attorney, with power (a) during the existence of an Event of
Default (i) to endorse the name of the Borrower on any checks, notes,
acceptances, money orders, drafts or other forms of payment or security that may
come into the Agent's or any Lender's possession, and (ii) to sign the name of
the Borrower on any invoice or bill of lading relating to any Receivable,
Inventory or other Collateral, on any drafts against customers related to
letters of credit, on schedules and assignments of Receivables furnished to the
Agent or any Lender by the Borrower, on notices of assignment, financing
statements and other public records relating to the perfection or priority of
the Security Interest, and (b) at any time, to sign the name of the Borrower on
verifications of Receivables and notices to or from Account Debtors.

            SECTION 9.14. Additional Real Estate and Leases.

            (a) Promptly upon the Borrower's acquisition of any interest in any
      Real Estate, including the Borrower's entry into any Qualifying Lease, the
      Borrower shall deliver to the Agent, for the benefit of the Secured
      Creditors, an executed Mortgage in form and substance reasonably
      satisfactory to the Agent, conveying to the Agent, for the benefit of the
      Secured Creditors, a first priority Lien on such Real Estate interest,
      subject only to such prior Liens as the Agent shall consent to in writing.
      If reasonably requested by the Agent, the Borrower shall also deliver to
      the Agent, at the Borrower's expense, a mortgagee title insurance policy
      in favor of the Agent and the Secured Creditors insuring such Mortgage to
      create and convey such Lien, subject only to such exceptions consented to
      by the Agent, and shall deliver to the Agent the other items set forth in
      Section 6.1(e)(xiii), (xiv), and (xv) with respect to such Real Estate,
      together


                                      -97-
<PAGE>

      with such environmental audits of such Real Estate as the Agent reasonably
      requests, all in form and substance satisfactory to the Agent.

            (b) Promptly upon the Borrower's entry into any other lease of Real
      Estate (other than a Qualifying Lease), the Borrower shall use all
      reasonable efforts to deliver to the Agent an executed landlord's waiver
      and consent with respect to such lease in form and substance satisfactory
      to the Agent.

            SECTION 9.15. Assignment of Claims Act. Upon the request of the
Agent, the Borrower shall execute any documents or instruments and shall take
such steps or actions reasonably required by the Agent so that all monies due or
to become due under any contract with the United States of America, the District
of Columbia or any state, county, municipality or other domestic or foreign
governmental entity, or any department, agency or instrumentality thereof, will
be assigned to the Agent, for the benefit of the Secured Creditors, and notice
given thereof in accordance with the requirements of the Assignment of Claims
Act of 1940, as amended, or any other laws, rules or regulations relating to the
assignment of any such contract and monies due to or to become due.

            SECTION 9.16. Covenant to Guarantee Obligations and Give Security.
Upon the formation or acquisition of any new direct or indirect Subsidiaries by
the Borrower, then the Borrower shall, within 10 days after such formulation or
acquisition, at its expense:

            (a) cause each such U.S. Subsidiary to duly execute and deliver to
      the Agent a Guaranty, in form and substance satisfactory to the Agent,
      guaranteeing the payment in full of the Secured Obligations and the
      performance of all of the Borrower's obligations under the Loan Documents
      (each a "Subsidiary Guaranty"),

            (b) cause each such U.S. Subsidiary to duly execute and deliver to
      the Agent mortgages, pledges, assignments and other security agreements,
      as specified by and in form and substance consistent with this Agreement
      and otherwise reasonably satisfactory to the Agent, securing such
      Subsidiary's obligations under its Subsidiary Guaranty and constituting
      first priority Liens on all of such Subsidiary's assets (real and
      personal, including Qualifying Leases), subject only to Permitted Liens,

            (c) duly execute and deliver to the Agent a stock pledge agreement
      and blank stock power, as specified by and in form and substance
      satisfactory to the Agent, securing the Secured Obligations and
      constituting a first priority Lien on, in the case of U.S. Subsidiaries,
      all of each such U.S. Subsidiary's capital stock, and in the case of
      foreign Subsidiaries, 65% of each such foreign Subsidiary's capital stock,
      subject only to Permitted Liens,


                                      -98-
<PAGE>

            (d) take, and cause such Subsidiary to take, such action (including,
      without limitation, the recording of mortgages, the filing of Uniform
      Commercial Code financing statements, and the delivery of original stock
      certificates) as may be reasonably necessary or advisable in the opinion
      of the Agent to vest in the Agent, for the benefit of the Secured
      Creditors, valid and subsisting perfected Liens on the properties
      purported to be subject to the mortgages, pledges, assignments and
      security agreements delivered pursuant to this Section 9.16, enforceable
      against all third parties in accordance with their terms, subject only to
      Permitted Liens,

            (e) deliver to the Agent, upon the request of the Agent in its sole
      discretion, a signed copy of a favorable opinion of counsel for the
      Borrower and such Subsidiary, addressed to the Agent and the other Secured
      Creditors, acceptable to the Agent as to the matters contained in clauses
      (a), (b), (c) and (d) above, as to such guaranties, mortgages, pledges,
      assignments and security agreements being legal, valid and binding
      obligations of each party thereto enforceable in accordance with their
      terms, and as to such other matters as the Agent may reasonably request,
      and

            (f) deliver to the Agent, upon the request of the Agent in its sole
      discretion, with respect to each parcel of real property owned or held by
      such Subsidiary, all items set forth in Section 6.1(e)(xiii), (xiv), and
      (xv) with respect to such real property, together with such environmental
      audits of such real property as the Agent reasonably requests, all in form
      and substance reasonably satisfactory to the Agent.

                                   ARTICLE 10

                              AFFIRMATIVE COVENANTS

            Until the Revolving Credit Facility has been terminated and all the
Secured Obligations have been paid in full, the Borrower will, and will cause
each of its Subsidiaries to:

            SECTION 10.1. Preservation of Corporate Existence and Similar
Matters. Preserve and maintain its corporate existence, and its material rights,
franchises, licenses and privileges in the jurisdiction of its incorporation and
qualify and remain qualified as a foreign corporation and authorized to do
business in each jurisdiction in which the character of its properties or the
nature of its business requires such qualification or authorization.

            SECTION 10.2. Compliance with Applicable Laws. Comply with all
Applicable Laws relating to the Borrower or such Subsidiary except respecting
matters that could not reasonably be expected to have a Material Adverse Effect,
except to the extent being contested in good faith by appropriate proceedings
and for which reserves


                                      -99-
<PAGE>

in respect of the Borrower's or such Subsidiary's reasonably anticipated
liability therefor have been appropriately established.

            SECTION 10.3. Maintenance of Property. In addition to, and not in
derogation of, the requirements of Section 9.7 and of the Security Documents,
(a) protect and preserve all properties material to its business, including
copyrights, patents, trade names and trademarks, and maintain in good repair,
working order and condition in all material respects, with reasonable allowance
for wear and tear, all tangible properties, and (b) from time to time make or
cause to be made all needed and appropriate repairs, renewals, replacements and
additions to such properties necessary for the conduct of its business, so that
the business carried on in connection therewith may be properly conducted at all
times.

            SECTION 10.4. Conduct of Business. At all times carry on its
business in an efficient manner and engage in the business described on Schedule
7.1(f) and businesses related thereto.

            SECTION 10.5. Insurance. Maintain, in addition to the coverage
required by Section 9.8 and the Security Documents, insurance with responsible
insurance companies against such risks and in such amounts as is customarily
maintained by similar businesses or as may be required by Applicable Laws, and
from time to time deliver to the Agent or any Lender upon its request a detailed
list of the insurance then in effect, stating the names of the insurance
companies, the amounts and rates of the insurance, the dates of the expiration
thereof and the properties and risks covered thereby.

            SECTION 10.6. Payment of Taxes and Claims. Pay or discharge when due
(a) all taxes, assessments and governmental charges or levies imposed upon it or
upon its income or profits or upon any properties belonging to it, except that
real property ad valorem taxes shall be deemed to have been so paid or
discharged if the same are paid before they become delinquent, and (b) all
lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and
other similar Liens for labor, materials, supplies and rentals which, if unpaid,
might become a Lien on any of its properties; except that this Section 10.6
shall not require the payment or discharge of any such tax, assessment, charge,
levy or claim which is being contested in good faith by appropriate proceedings
and for which reserves in respect of the reasonably anticipated liability
therefor have been appropriately established.

            SECTION 10.7. Accounting Methods and Financial Records. Maintain a
system of accounting, and keep such books, records and accounts (which shall be
true and complete), as may be required or as may be necessary to permit the
preparation of financial statements in accordance with GAAP.


                                     -100-
<PAGE>

            SECTION 10.8. Use of Proceeds.

            (a) Use the proceeds of (i) the initial Revolving Credit Loan and
      the Term Loan to pay amounts indicated on Schedule 10.8 to the Persons
      indicated thereon, and (ii) all subsequent Loans only for working capital,
      and general business purposes and other purposes not prohibited under this
      Agreement.

            (b) Not use any part of such proceeds to purchase or, to carry or
      reduce or retire or refinance any credit incurred to purchase or carry,
      any margin stock (within the meaning of Regulation G or U of the Board of
      Governors of the Federal Reserve System) or, in any event, for any purpose
      which would involve a violation of such Regulation G or U or of Regulation
      T or X of such Board of Governors, or for any purpose prohibited by law or
      by the terms and conditions of this Agreement.

            SECTION 10.9. Hazardous Waste and Substances; Environmental
Requirements.

            (a) In addition to, and not in derogation of, the requirements of
      Section 10.2 and of the Security Documents, comply in all material
      respects with all Environmental Laws and all Applicable Laws relating to
      occupational health and safety (except for instances of noncompliance that
      are being contested in good faith by appropriate proceedings if reserves
      in respect of the Borrower's or such Subsidiary's reasonably anticipated
      liability therefor have been appropriately established and would be
      required by GAAP), promptly notify the Agent of its receipt of any notice
      of a material violation of any such Environmental Laws or other such
      Applicable Laws and indemnify and hold the Agent and the Lenders harmless
      from all loss, cost, damage, liability, claim and expense incurred by or
      imposed upon the Agent or any Lender on account of the Borrower's failure
      to perform its obligations under this Section 10.9.

            (b) Whenever the Borrower gives notice to the Agent pursuant to this
      Section 10.9 with respect to a matter that reasonably could be expected to
      result in liability to the Borrower or such Subsidiary in excess of
      $500,000 in the aggregate, the Borrower shall, at the Agent's request and
      the Borrower's expense (i) cause an independent environmental engineer
      acceptable to the Agent to conduct an assessment, including tests where
      necessary, of the site where the noncompliance or alleged noncompliance
      with Environmental Laws has occurred and prepare and deliver to the Agent
      a report setting forth the results of such assessment, a proposed plan to
      bring the Borrower or such Subsidiary into compliance with such
      Environmental Laws (if such assessment indicates noncompliance) and an
      estimate of the costs thereof, and (ii) provide to the Agent a
      supplemental report of such engineer whenever the scope of the
      noncompliance, or the response thereto or the estimated costs thereof,
      shall materially adversely change.


                                     -101-
<PAGE>

            SECTION 10.10. Syndication. Cooperate fully with the Agent and the
Syndication Agent (a) through meetings with and providing requested information
to prospective assignees of the Commitments, and in such other matters as the
Agent and the Syndication Agent may reasonably request, in connection with the
syndication of the Commitments, and (b) in considering in good faith any
amendment to this Agreement or any other Loan Document as the Agent or the
Syndication Agent may reasonably request in order to assure a satisfactory
syndication of the Commitments, provided the Agent and the Syndication Agent
shall use their good faith efforts to syndicate the Commitments on the terms set
forth herein.

            SECTION 10.11. Interest Rate Protection Agreements. On or prior to
the expiration of the Interest Rate Protection Agreement with Bankers Trust
Company described in Section 6.1(q), but in any event within 150 days after the
Effective Date, enter into Interest Rate Protection Agreements acceptable to the
Agent and the Syndication Agent establishing a fixed or maximum interest rate
acceptable to the Agent for an aggregate amount equal to at least $25,000,000
notional principal amount for a period expiring on or after 2 years from the
Effective Date.

                                   ARTICLE 11

                                   INFORMATION

            Until the Revolving Credit Facility has been terminated and all the
Secured Obligations have been paid in full, the Borrower will furnish to the
Agent and to each Lender at the offices then designated for such notices
pursuant to Section 16.1:

            SECTION 11.1. Financial Statements.

            (a) Opening Balance Sheet. As soon as available, but in any event
      within 90 days after the Effective Date, a copy of the Final Audit and the
      Statement (as such terms are defined in the Acquisition Agreement)
      required to be delivered pursuant to Sections 3.2(a) and (b) of the
      Acquisition Agreement, and, as soon as available, any final determination
      of Closing Net Worth delivered by the Accounting Firm (as such terms are
      defined in the Acquisition Agreement) pursuant to Section 3.2(b) of the
      Acquisition Agreement;

            (b) Audited Year-End Statements. As soon as available, but in any
      event within 90 days after the end of each fiscal year of the Borrower,
      copies of the consolidated balance sheets of the Borrower and its
      Consolidated Subsidiaries as at the end of such fiscal year and the
      related statements of operations, cash flow and shareholders' equity for
      such fiscal year, in each case setting forth in comparative form the
      figures for the previous fiscal year of the Borrower, reported on without
      qualification as to the scope of the audit or the status of the Borrower
      and its Consolidated Subsidiaries as a "going concern", by independent
      certified public accountants of nationally recognized standing;


                                     -102-
<PAGE>

            (c) Monthly Financial Statements. As soon as available after the end
      of each month, but in any event within 45 days after the end of each
      month, copies of the unaudited consolidated balance sheet of the Borrower
      and its Consolidated Subsidiaries as at the end of such month and the
      related unaudited consolidated statements of operations, cash flow and
      shareholders' equity for the Borrower and its Consolidated Subsidiaries
      for such month and for the portion of the fiscal year through such month,
      certified by a Financial Officer as presenting fairly the financial
      condition and results of operations of the Borrower and its Consolidated
      Subsidiaries; and

            (d) Annual Budget. As soon as available, but in any event at least
      30 days prior to the beginning of each fiscal year, an operating budget
      for the Borrower and its Consolidated Subsidiaries for such fiscal year,
      in the form customarily prepared by management of the Borrower consistent
      with past practice, together with a statement of the assumptions upon
      which such budget was prepared.

All such financial statements delivered pursuant to clauses (b) and (c) shall
present fairly in all material respects the financial position of the Borrower
and its Consolidated Subsidiaries as of such dates and results of operations for
such period and shall be prepared in accordance with GAAP (except, with respect
to interim financial statements, for the omission of footnotes and for the
effect of normal year-end audit adjustments) applied consistently throughout the
periods reflected therein.

            SECTION 11.2. Accountants' Certificate. Together with the financial
statements referred to in Section 11.1(b), the Borrower shall deliver a
certificate of such accountants addressed to the Agent having attached the
calculations, prepared by the Borrower and reviewed by such accountants,
required to establish whether or not the Borrower is in compliance with the
covenants contained in Section 12.1 as at the date of such financial statements.

            SECTION 11.3. Officer's Certificate. At the time that the Borrower
furnishes the financial statements pursuant to Section 11.1(c) for any month
that is the last month of a fiscal quarter of the Borrower, the Borrower shall
also furnish a certificate of its President or a Financial Officer, in the form
attached hereto as Exhibit F,

            (a) setting forth as at the end of such fiscal quarter or fiscal
      year, as the case may be, the calculations required to establish whether
      or not the Borrower was in compliance with the requirements of Sections
      12.1, 12.2, 12.5, 12.6, 12.10, 12.11 and 12.14, as at the end of each
      respective period,

            (b) stating that the information on the schedules to this Agreement
      are complete and accurate as of the date of such certificate or, if such
      is not the case, attaching to such certificate updated schedules, and


                                     -103-
<PAGE>

            (c) stating that, based on a reasonably diligent examination, no
      Default or Event of Default exists, or, if such is not the case,
      specifying such Default or Event of Default and its nature, when it
      occurred, whether it is continuing and the steps being taken by the
      Borrower with respect to such Default or Event of Default.

            SECTION 11.4. Copies of Other Reports.

            (a) Promptly upon receipt thereof, copies of all reports, if any,
      submitted to the Borrower or its Board of Directors by its independent
      public accountants, including, without limitation, any management letters
      and management reports.

            (b) As soon as practicable, copies of all financial statements and
      reports that the Borrower shall send to its shareholders generally and of
      all registration statements and all regular or periodic reports which the
      Borrower shall file with the Securities and Exchange Commission or any
      successor commission.

            (c) From time to time and as soon as reasonably practicable
      following each request, such forecasts, data, certificates, reports,
      statements, documents or further information regarding the business,
      assets, liabilities, financial condition, results of operations or
      business prospects of the Borrower or any of its Subsidiaries as the Agent
      or any Lender may reasonably request and that the Borrower has or without
      unreasonable expense can obtain; provided, however, that the Lenders
      shall, to the extent reasonably practicable, coordinate examinations of
      the Borrower's records by their respective internal auditors. The rights
      of the Agent and the Lenders under this Section 11.4 are in addition to
      and not in derogation of their rights under any other provision of this
      Agreement or of any other Loan Document.

            (d) If requested by the Agent or any Lender, the Borrower will
      furnish to the Agent and the Lenders statements in conformity with the
      requirements of Federal Reserve Form G-3 or U-1 referred to in Regulation
      G and U, respectively, of the Board of Governors of the Federal Reserve
      System.

            SECTION 11.5. Notice of Litigation and Other. Prompt notice of:

            (a) the commencement, to the extent the Borrower is aware of the
      same, of all proceedings and investigations by or before any governmental
      or nongovernmental body and all actions and proceedings in any court or
      before any arbitrator against or in any other way relating to or affecting
      the Borrower, any of its Subsidiaries or any of the Borrower's or any of
      its Subsidiaries' properties, assets or businesses, which might, singly or
      in the aggregate, result in the occurrence of a Default or an Event of
      Default, or have a Materially Adverse Effect,


                                     -104-
<PAGE>

            (b) any amendment of the articles of incorporation or by-laws of the
      Borrower or any of its Subsidiaries,

            (c) any change in the business, assets, liabilities, financial
      condition, results of operations or business prospects of the Borrower or
      any of its Subsidiaries which has had or is reasonably likely to have,
      singly or in the aggregate, a Materially Adverse Effect, and any change in
      the executive officers of the Borrower, and

            (d) any Default or Event of Default or any event which constitutes
      or which with the passage of time or giving of notice or both would
      constitute a default or event of default by the Borrower or any of its
      Subsidiaries under any material agreement (other than this Agreement) to
      which the Borrower or any of its Subsidiaries is a party or by which the
      Borrower, any of its Subsidiaries or any of the Borrower's or any of its
      Subsidiaries' properties may be bound.

            SECTION 11.6. ERISA. As soon as possible and in any event within 30
days after the Borrower knows, or has reason to know, that:

            (a) any Termination Event with respect to a Plan has occurred or
      will occur, or

            (b) any Plan has a funded current liability percentage, as defined
      in Section 302(d)(8) of ERISA, less than 90% or the aggregate present
      value of the Unfunded Vested Accrued Benefits under all Plans is equal to
      an amount in excess of $500,000, or

            (c) the Borrower or any of its Subsidiaries is in "default" (as
      defined in Section 4219(c)(5) of ERISA) with respect to payments to a
      Multiemployer Plan required by reason of the Borrower's or such
      Subsidiary's complete or partial withdrawal (as described in Section 4203
      or 4205 of ERISA) from such Multiemployer Plan,

a certificate of the President or a Financial Officer of the Borrower setting
forth the details of such event and the action which is proposed to be taken
with respect thereto, together with any notice or filing which may be required
by the PBGC or other agency of the United States government with respect to such
event.

            SECTION 11.7. Accuracy of Information. All written information,
reports, statements and other papers and data furnished to the Agent or any
Lender by or on behalf of the Borrower, whether pursuant to this Article 11 or
any other provision of this Agreement or of any other Loan Document, shall be,
at the time the same is so furnished, complete and correct in all material
respects to the extent necessary to give the Agent and the Lenders materially
true and accurate knowledge of the subject matter.


                                     -105-
<PAGE>

            SECTION 11.8. Revisions or Updates to Schedules. Should any of the
information or disclosures provided on any of the Schedules originally attached
hereto become outdated or incorrect in any material respect, the Borrower shall
deliver to the Agent and the Lenders as part of the officer's certificate
required pursuant to Section 11.3(b) such revisions or updates to such
Schedule(s) as may be necessary or appropriate to update or correct such
Schedule(s), provided that no such revisions or updates to any Schedule(s) shall
be deemed to have amended, modified or superseded such Schedule(s) as originally
attached hereto, or to have cured any breach of warranty or representation
resulting from the inaccuracy or incompleteness of any such Schedule(s), unless
and until the Required Lenders in their sole and absolute discretion, shall have
accepted in writing such revisions or updates to such Schedule(s).

            SECTION 11.9. Seller Subordinated Indebtedness Certificate. Not less
than five Business Days prior to any payment of any principal of, or interest or
other amounts on, the Seller Subordinated Indebtedness, and as a condition
precedent to making such payment, the Borrower shall furnish to the Agent a
certificate of the Financial Officer stating: (a) that no Default or Event of
Default is in existence as of the date of the certificate or will be in
existence as of the date of such payment, both with and without giving effect to
the making of such payment, and (b) the amount of principal and interest to be
paid.

                                   ARTICLE 12

                               NEGATIVE COVENANTS

            Until the Revolving Credit Facility has been terminated and all the
Secured Obligations have been paid in full, the Borrower will not directly or
indirectly and, in the case of Sections 12.2 through 12.18, will not permit its
Subsidiaries to:

            SECTION 12.1. Financial Ratios.

            (a) Minimum Tangible Net Worth. Permit Consolidated Tangible Net
      Worth of the Borrower and its Consolidated Subsidiaries, as of any fiscal
      quarter end, to be less than $16,000,000 plus 75% of Consolidated Net
      Income (without deduction for any net loss) on a cumulative basis from the
      first day of fiscal year 1999 to and including such fiscal quarter end.

            (b) Minimum Cash Flow. Permit Consolidated Operating Cash Flow,
      measured as of the end of the second fiscal quarter of fiscal year 1999 on
      a fiscal year to date basis, to be less than $7,500,000.

            (c) Minimum Fixed Charge Coverage Ratio. Permit the Consolidated
      Fixed Charge Coverage Ratio, as of the end of any fiscal quarter,
      calculated on a rolling four-quarter basis (except for the calculation as
      of the end of the third fiscal quarter of fiscal year 1999, which shall be
      on a fiscal year to date basis),


                                     -106-
<PAGE>

      to be less than 1.0 to 1 as of the end of the third fiscal quarter of
      fiscal year 1999, or 1.1 to 1 as of the end of any fiscal quarter
      thereafter.

            (d) Maximum Funded Indebtedness to Cash Flow Ratio. Permit the ratio
      of (i) Consolidated Funded Indebtedness as of any fiscal quarter end to
      (ii) Consolidated Operating Cash Flow to be greater than: 5.5 to 1.0 as of
      the end of the second fiscal quarter of fiscal year 1999; 4.75 to 1.0 as
      of the end of the third fiscal quarter of fiscal year 1999; 3.75 to 1.0 as
      of fiscal year end 1999 or the end of any of the first three fiscal
      quarters of fiscal year 2000; 3.5 to 1.0 as of fiscal year end 2000 or the
      end of any of the first three fiscal quarters of fiscal year 2001; 3.25 to
      1.0 as of fiscal year end 2001 or the end of any of the first three fiscal
      quarters of fiscal year 2002; or 3.0 to 1.0 as of fiscal year end 2002 or
      the end of any fiscal quarter thereafter. Consolidated Operating Cash Flow
      shall be calculated on an annualized fiscal year to date basis in the case
      of the calculation of this covenant as of the end of the second and third
      fiscal quarters of fiscal year 1999, and on a rolling four-quarter basis
      for all calculations thereafter. Consolidated Operating Cash Flow, for the
      purpose of this covenant, will include, or exclude, as applicable, the
      effect of acquisitions and divestitures on a proforma basis as if such
      acquisitions or divestitures occurred on the first day of such applicable
      period.

            SECTION 12.2. Indebtedness for Money Borrowed. Create, assume, or
otherwise become or remain obligated in respect of, or permit or suffer to exist
or to be created, assumed or incurred or to be outstanding, any Indebtedness for
Money Borrowed, except that this Section 12.2 shall not apply to:

            (a) Indebtedness represented by the Loans, the Notes and the other
      Loan Documents,

            (b) Indebtedness incurred on the Effective Date under the Second
      Lien Senior Secured Facility in an aggregate principal amount not to
      exceed $15,000,000,

            (c) Indebtedness of a Subsidiary of the Borrower owing to the
      Borrower or a wholly-owned Subsidiary Guarantor,

            (d) Indebtedness for Money Borrowed reflected on Schedule 7.1(j),
      excluding any such Indebtedness that is to be paid in full on the
      Effective Date (the "Surviving Indebtedness"), and any Indebtedness
      extending the maturity of, or refinancing, in whole or in part, any
      Surviving Indebtedness, provided that the principal amount of such
      Surviving Indebtedness shall not be increased above the principal amount
      thereof outstanding immediately prior to such extension or refinancing,

            (e) Permitted Purchase Money Indebtedness,



                                     -107-
<PAGE>

            (f) Indebtedness of any Subsidiary existing at the time such
      Subsidiary becomes a Subsidiary, provided that the incurrence of such
      Indebtedness was not in anticipation of the acquisition of such Subsidiary
      and no Default or Event of Default shall result therefrom, and

            (g) Other unsecured Indebtedness in an aggregate outstanding amount
      not to exceed $1,000,000 at any time.

            SECTION 12.3. Guarantees. Become or remain liable with respect to
any Guaranty of any obligation of any other Person, other than Permitted
Guarantees.

            SECTION 12.4. Investments. Acquire, after the Agreement Date, any
Business Unit or Investment, provided, that if no Default or Event of Default
exists or would result therefrom, the Borrower may make Permitted Investments.

            SECTION 12.5. Capital Expenditures. Make or incur any Capital
Expenditures in the aggregate (for the Borrower and its Subsidiaries) in excess
of the amount set forth below for the fiscal year set forth opposite such
amount:

                        Fiscal Year                   Amount
                        -----------                   ------
                           1999                    $11,000,000
                           2000                    $ 7,500,000
                           2001                    $ 6,000,000
                           2002                    $ 6,000,000
                           2003                    $ 6,000,000

Notwithstanding the foregoing, up to 50% of the unused portion of the limit set
forth above with respect to any fiscal year may be carried forward and utilized
in the immediately succeeding fiscal year.

            SECTION 12.6. Restricted Payments, Etc. Declare, make or become
obligated to make any Restricted Dividend Payment, Restricted Payment or
Restricted Purchase; provided, that (a) the Borrower's Subsidiaries may make
dividends, distributions and other payments to the Borrower, (b) if no Default
or Event of Default exists or would result therefrom, the Borrower may make
Restricted Dividend Payments, Restricted Payments and Restricted Purchases
during any fiscal year in an aggregate amount not to exceed 10% of Excess Cash
Flow for the previous fiscal year, and (c) in any fiscal year, up to $250,000 of
capital stock or options owned by Borrower's terminated employees may be
repurchased by the Borrower.

            SECTION 12.7. Merger, Consolidation and Sale of Assets. Merge or
consolidate with any other Person, or sell, lease, transfer or otherwise dispose
of any of its assets (including stock of any Subsidiary) to any Person, other
than:

            (a) of inventory in the ordinary course of business;


                                     -108-
<PAGE>

            (b) merger or consolidation of any Subsidiary into the Borrower or
      any Subsidiary Guarantor that is wholly owned by the Borrower;

            (c) sale, lease or other disposal of assets by a Subsidiary to the
      Borrower or any Subsidiary Guarantor that is wholly owned by the Borrower;

            (d) sale of Borrower's narrow fabrics business, the disposition of
      plant and equipment held for disposal as of the Agreement Date, and the
      disposition of the Borrower's hosiery plant located in Robbins, North
      Carolina, provided the Net Proceeds of any such sale or disposition are
      applied as set forth in Section 5.9;

            (e) disposition of fixed assets the proceeds of which the Borrower
      reasonably expects to reinvest within six months in productive assets of a
      kind then used or useable in the business of the Borrower and that are not
      subject to any Lien other than Permitted Liens or Liens in favor of the
      Agent, for the benefit of the Secured Creditors, provided the Net Proceeds
      of any such disposition are applied as set forth in Section 5.9; and

            (f) disposition of other fixed assets in an aggregate amount not to
      exceed $1,000,000 in any fiscal year, provided the Net Proceeds of any
      such disposition are applied as set forth in Section 5.9.

            Upon the sale or other disposition of assets of the Borrower or any
Subsidiary as permitted in this Agreement, Agent shall execute and deliver to
Borrower any mortgage release, UCC termination statement, or other instrument or
document reasonably requested by Borrower for the release of the Agent's lien on
such assets upon the actual sale or other disposition of such assets.

            SECTION 12.8. Transactions with Affiliates. Effect any transaction
with any Affiliate on a basis less favorable to it than would be the case if
such transaction had been effected with a Person not an Affiliate.

            SECTION 12.9. Liens. Create, assume or permit or suffer to exist or
to be created or assumed any Lien on any of the Collateral or its other assets,
other than Permitted Liens.

            SECTION 12.10. Capitalized Lease Obligations. Incur or permit to
exist any Capitalized Lease Obligation if such Capitalized Lease Obligation,
when added to existing Capitalized Lease Obligations and Permitted Purchase
Money Indebtedness, would exceed $10,000,000 in the aggregate.

            SECTION 12.11. Operating Lease Obligations. Enter into any Operating
Lease if the aggregate annual rental payable under all Operating Leases of the
Borrower and its Subsidiaries would exceed $15,000,000 in the aggregate.


                                     -109-
<PAGE>

            SECTION 12.12. Plans. Permit any condition to exist in connection
with any Plan which might constitute grounds for the PBGC to institute
proceedings to have such Plan terminated or a trustee appointed to administer
such Plan, and any other condition, event or transaction with respect to any
Plan which could result in the incurrence by the Borrower or any of its
Subsidiaries of any material liability, fine or penalty.

            SECTION 12.13. Amendments of Other Agreements. Amend in any way (a)
the subordination provisions applicable to the Seller Subordinated Indebtedness,
or (b) the interest rate (or formula pursuant to which such interest rate is
determined) or principal amount or schedule of payments of principal and
interest with respect to the Seller Subordinated Indebtedness or the Second Lien
Senior Secured Facility other than to reduce the interest rate or extend the
schedule of payments with respect thereto.

            SECTION 12.14. Minimum Availability. Except as permitted by the
Agent under Section 5.7(d), permit Availability to be less than $5,000,000 at
any time after the Effective Date.

            SECTION 12.15. Fiscal Year. Change the end of its fiscal year from
the Saturday nearest January 31 of each year.

            SECTION 12.16. Limitation on Issuance of Capital Stock. Permit any
Subsidiary to issue any stock of such Subsidiary (except for the purpose of
qualifying directors and except for issuances of stock by foreign Subsidiaries
to other foreign Subsidiaries that are wholly-owned (other than directors'
qualifying shares), directly or indirectly, by the Borrower), except to the
Borrower or a wholly-owned Subsidiary Guarantor or to satisfy the rights of
minority shareholders to receive issuances of stock which are non-dilutive to
the Borrower and/or any Subsidiary.

            SECTION 12.17. Limitation on Certain Restrictions on Subsidiaries.
The Borrower will not, and will not permit any of its Subsidiaries to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any such Subsidiary to (a) pay
dividends or make any other distributions on its capital stock or any other
interest or participation in its profits owned by the Borrower or any Subsidiary
of the Borrower, or pay any Indebtedness owed to the Borrower or a Subsidiary of
the Borrower, (b) make loans or advances to the Borrower or any of the
Borrower's Subsidiaries, or (c) transfer any of its properties or assets to the
Borrower, except for such encumbrances or restrictions existing under or by
reason of (i) Applicable Laws, (ii) this Agreement and the other Loan Documents,
(iii) the Second Lienholder Loan Agreement, (iv) customary provisions
restricting subletting or assignment of any lease governing a leasehold interest
of the Borrower or a Subsidiary of the Borrower, and (v) customary provisions
restricting assignment of any licensing agreement entered into by the Borrower
or a Subsidiary of the Borrower in the ordinary course of business.


                                     -110-
<PAGE>

                                   ARTICLE 13

                                     DEFAULT

            SECTION 13.1. Events of Default. Each of the following shall
constitute an Event of Default, whatever the reason for such event and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment or order of any court or any order, rule or regulation
of any governmental or nongovernmental body:

            (a) Default in Payment. The Borrower shall default in any payment of
      principal of or interest on any Loan or any Note when and as due (whether
      at maturity, by reason of acceleration or otherwise).

            (b) Other Payment Default. The Borrower shall default in the
      payment, as and when due, of principal of or interest on, any other
      Secured Obligation, and such default shall continue for a period of five
      days after written notice thereof has been given to the Borrower by the
      Agent.

            (c) Misrepresentation. Any representation or warranty made or deemed
      to be made by the Borrower under this Agreement or any Loan Document, or
      any amendment hereto or thereto, shall at any time prove to have been
      incorrect or misleading in any material respect when made.

            (d) Default in Performance. The Borrower shall default in the
      performance or observance of any term, covenant, condition or agreement to
      be performed by the Borrower, contained in:

                  (i) Articles 8 or 12 or Sections 9.1, 9.2, 9.7, 9.11, 9.13,
            10.1 (insofar as it requires the preservation of the corporate
            existence of the Borrower), 10.8, 11.5 or 11.9;

                  (ii) Sections 9.3, 9.4, 9.5, 9.6, 9.8, 9.9, 9.10, 9.12, 9.14,
            9.16, 11.1, 11.2 or 11.3 and such default shall continue for a
            period of 10 days after the earlier of the date on which an officer
            of the Borrower becomes aware of such default and written notice
            thereof has been given to the Borrower by the Agent; provided the
            Borrower shall not be permitted to cure more than two defaults under
            either Section 9.12 or 11.1 during any consecutive 12-month period;
            or

                  (iii) any other provision of this Agreement (other than as
            specifically provided for otherwise in this Section 13.1) and such
            default shall continue for a period of 30 days after the earlier of
            the date on which an officer of the Borrower becomes aware of such
            default and written notice thereof has been given to the Borrower by
            the Agent.


                                     -111-
<PAGE>

            (e) Indebtedness Cross-Default.

                  (i) The Borrower or any Subsidiary of the Borrower shall fail
            to pay when due and payable the principal of or interest on any
            Indebtedness for Money Borrowed (other than the Loans) in an amount
            in excess of $1,000,000, or

                  (ii) the maturity of any such Indebtedness for Money Borrowed
            shall have been accelerated in accordance with the provisions of any
            indenture, contract or instrument providing for the creation of or
            concerning such Indebtedness, or

                  (iii) any default shall have occurred and be continuing which
            would permit any holder or holders of such Indebtedness for Money
            Borrowed, any trustee or agent acting on behalf of such holder or
            holders or any other Person so to accelerate such maturity, and the
            Borrower shall have failed to cure such default prior to the
            expiration of any applicable cure or grace period, or

                  (iv) The Borrower and any Subsidiary of the Borrower shall
            have, in the aggregate, more than $1,000,000 of accounts payable
            that are past due by more than 60 days and that are not being
            disputed in good faith by the Borrower or the applicable Subsidiary.

            (f) Other Cross-Defaults. The Borrower or any of its Subsidiaries
      shall default in the payment when due, or in the performance or
      observance, of any obligation or condition of any agreement, contract or
      lease (other than this Agreement, the Security Documents or any such
      agreement, contract or lease relating to Indebtedness for Money Borrowed)
      if the existence of any such defaults, singly or in the aggregate, could
      in the reasonable judgment of the Agent have a Materially Adverse Effect;
      provided, however, that for the purposes of this provision where such a
      default could result only in a monetary loss, a Material Adverse Effect
      shall not be deemed to have occurred unless the aggregate of such losses
      would exceed $1,000,000.

            (g) Voluntary Bankruptcy Proceeding. The Borrower or any of its
      Subsidiaries shall (i) commence a voluntary case under the federal
      bankruptcy laws (as now or hereafter in effect), (ii) file a petition
      seeking to take advantage of any other laws, domestic or foreign, relating
      to bankruptcy, insolvency, reorganization, winding up or composition for
      adjustment of debts, (iii) consent to or fail to contest in a timely and
      appropriate manner any petition filed against it in an involuntary case
      under such bankruptcy laws or other laws, (iv) apply for or consent to, or
      fail to contest in a timely and appropriate manner, the appointment of, or
      the taking of possession by, a receiver, custodian, trustee, or liquidator
      of itself or of a substantial part of its property, domestic or foreign,
      (v) admit in writing its inability to pay its debts as they become due,
      (vi) make a


                                     -112-
<PAGE>

      general assignment for the benefit of creditors, or (vii) take any
      corporate action authorizing any of the foregoing.

            (h) Involuntary Bankruptcy Proceeding. A case or other proceeding
      shall be commenced against the Borrower or any of its Subsidiaries in any
      court of competent jurisdiction seeking (i) relief under the federal
      bankruptcy laws (as now or hereafter in effect) or under any other laws,
      domestic or foreign, relating to bankruptcy, insolvency, reorganization,
      winding up or adjustment of debts, (ii) the appointment of a trustee,
      receiver, custodian, liquidator or the like of the Borrower, any of its
      Subsidiaries or of all or any substantial part of the assets, domestic or
      foreign, of the Borrower or any of its Subsidiaries, and such case,
      proceeding or appointment shall continue undismissed or unstayed for a
      period of 60 consecutive calendar days, or an order granting the relief
      requested in such case or proceeding against the Borrower or any of its
      Subsidiaries (including, but not limited to, an order for relief under
      such federal bankruptcy laws) shall be entered.

            (i) Failure of Agreements. The Borrower shall challenge the validity
      and binding effect of any provision of any Loan Document after delivery
      thereof hereunder or shall state its intention to make such a challenge in
      writing, or any Loan Document, after delivery thereof hereunder, shall for
      any reason (except to the extent permitted by the terms thereof) cease to
      create a valid and perfected first priority Lien (except for Permitted
      Liens) on, or security interest in, any of the Collateral purported to be
      covered thereby.

            (j) Judgment. One or more judgments or orders for the payment of
      money in an amount that exceeds $500,000 individually or in the aggregate
      shall be entered against the Borrower or any of its Subsidiaries by any
      court and such judgments or orders shall continue undischarged or unstayed
      for 30 days.

            (k) Attachment. One or more warrants or writs of attachment or
      execution or similar process which exceeds $500,000 individually or in the
      aggregate in value shall be issued against any property of the Borrower or
      any of its Subsidiaries and such warrants or process shall continue
      undischarged or unstayed for 30 days.

            (l) Loan Documents. Any event of default under any Loan Document
      shall occur or the Borrower shall default in the performance or observance
      of any term, covenant, condition or agreement contained in, or the payment
      of any other sum covenanted to be paid by the Borrower under, any Loan
      Document; provided, however that no event of default under any Loan
      Document shall be deemed to have occurred until any notice required under
      such Loan Document has been given and any grace period granted under such
      Loan Document has expired.


                                     -113-
<PAGE>

            (m) ERISA.

                  (i) Any Termination Event with respect to a Plan shall occur
            that, after taking into account the excess, if any, of (A) the fair
            market value of the assets of any other Plan with respect to which a
            Termination Event occurs on the same day (but only to the extent
            that such excess is the property of the Borrower) over (B) the
            present value on such day of all vested nonforfeitable benefits
            under such other Plan, results in an Unfunded Vested Accrued Benefit
            in excess of $0.00, or

                  (ii) any Plan shall incur an "accumulated funding deficiency"
            (as defined in Section 412 of the Internal Revenue Code or Section
            302 of ERISA) for which a waiver has not been obtained in accordance
            with the applicable provisions of the Internal Revenue Code and
            ERISA, or

                  (iii) the Borrower or any of its Subsidiaries is in "default"
            (as defined in Section 4219(c)(5) of ERISA) with respect to payments
            to a Multiemployer Plan resulting from the Borrower's or any such
            Subsidiary's complete or partial withdrawal (as described in Section
            4203 or 4205 of ERISA) from such Multiemployer Plan.

            (n) Change in Control. At any time after the Agreement Date, (i) a
      Person or "group" of Persons (within the meaning of Section 13(d) of the
      Securities Exchange Act of 1934, as amended, and the rules promulgated
      thereunder), shall acquire, beneficially or of record, 50% or more of the
      outstanding voting stock (stock entitled to vote for election of directors
      excluding rights subject to a contingency) of the Borrower or (ii) during
      any period of two consecutive calendar years, individuals who at the
      beginning of such period constituted the Board of Directors of the
      Borrower (together with any new directors whose election by the Board of
      Directors of the Borrower or whose nomination for election by the
      shareholders of the Borrower, as the case may be, was approved by a vote
      of a majority of the directors then still in office who either were
      directors at the beginning of such period or whose election or nomination
      for election was previously so approved) cease for any reason to
      constitute a majority of the directors of the Borrower, as the case may
      be, then in office.

            (o) Change in Management. For any reason the Borrower's chief
      executive officer is no longer actively involved in such role, unless a
      replacement reasonably satisfactory to the Required Lenders is appointed
      within 120 days.

            (p) General Insecurity. The occurrence of any act, omission,
      circumstance, event or condition or series of acts, omissions,
      circumstances, events or conditions which could reasonably be expected to
      have, either individually or in the aggregate, a Materially Adverse
      Effect.


                                     -114-
<PAGE>

               SECTION 13.2.  Remedies.

            (a) Automatic Acceleration and Termination of Facilities. Upon the
      occurrence of an Event of Default specified in Section 13.1(g) or (h), (i)
      the principal of and the interest on the Loans and any Note at the time
      outstanding, and all other amounts owed to the Agent or the Lenders under
      this Agreement or any of the Loan Documents and all other Secured
      Obligations, shall thereupon become due and payable without presentment,
      demand, protest, or other notice of any kind, all of which are expressly
      waived, anything in this Agreement or any of the Loan Documents to the
      contrary notwithstanding, and (ii)_the Revolving Credit Facility and the
      right of the Borrower to request borrowings under this Agreement shall
      immediately terminate.

            (b) Other Remedies. If any Event of Default shall have occurred, and
      during the continuance of any such Event of Default, the Agent may, and at
      the direction of the Required Lenders in their sole and absolute
      discretion shall, do any of the following:

                  (i) declare the principal of and interest on the Loans and any
            Note at the time outstanding, and all other amounts owed to the
            Agent or the Lenders under this Agreement or any of the Loan
            Documents and all other Secured Obligations, to be forthwith due and
            payable, whereupon the same shall immediately become due and payable
            without presentment, demand, protest or other notice of any kind,
            all of which are expressly waived, anything in this Agreement or the
            Loan Documents to the contrary notwithstanding;

                  (ii) terminate the Revolving Credit Facility and any other
            right of the Borrower to request borrowings hereunder;

                  (iii) notify, or request the Borrower to notify, in writing or
            otherwise, any Account Debtor or obligor with respect to any one or
            more of the Receivables to make payment to the Agent for the benefit
            of the Lenders, or any agent or designee of the Agent, at such
            address as may be specified by the Agent and if, notwithstanding the
            giving of any notice, any Account Debtor or other such obligor shall
            make payments to the Borrower, the Borrower shall hold all such
            payments it receives in trust for the Agent, for the account of the
            Lenders, without commingling the same with other funds or property
            of, or held by, the Borrower, and shall deliver the same to the
            Agent or any such agent or designee of the Agent immediately upon
            receipt by the Borrower in the identical form received, together
            with any necessary endorsements;

                  (iv) settle or adjust disputes and claims directly with
            Account Debtors and other obligors on Receivables for amounts and on
            terms which the Agent considers advisable and in all such cases only
            the net amounts


                                     -115-
<PAGE>

            received by the Agent, for the account of the Lenders, in payment of
            such amounts, after deductions of costs and attorneys' fees, shall
            constitute Collateral and the Borrower shall have no further right
            to make any such settlements or adjustments or to accept any returns
            of merchandise;

                  (v) enter upon any premises in which Inventory or Equipment
            may be located and, without resistance or interference by the
            Borrower, take physical possession of any or all thereof and
            maintain such possession on such premises or move the same or any
            part thereof to such other place or places as the Agent shall
            choose, without being liable to the Borrower on account of any loss,
            damage or depreciation that may occur as a result thereof, so long
            as the Agent shall act reasonably and in good faith;

                  (vi) require the Borrower to and the Borrower shall, without
            charge to the Agent or any Lender, assemble the Inventory and
            Equipment and maintain or deliver it into the possession of the
            Agent or any agent or representative of the Agent at such place or
            places as the Agent may designate and as are reasonably convenient
            to both the Agent and the Borrower;

                  (vii) at the expense of the Borrower, cause any of the
            Inventory and Equipment to be placed in a public or field warehouse,
            and the Agent shall not be liable to the Borrower on account of any
            loss, damage or depreciation that may occur as a result thereof, so
            long as the Agent shall act reasonably and in good faith;

                  (viii) without notice, demand or other process, and without
            payment of any rent or any other charge, enter any of the Borrower's
            premises and, without breach of the peace, until the Agent, on
            behalf of the Secured Creditors, completes the enforcement of its
            rights in the Collateral, take possession of such premises or place
            custodians in exclusive control thereof, remain on such premises and
            use the same and any of the Borrower's Equipment, for the purpose of
            (A) completing any work in process, preparing any Inventory for
            disposition and disposing thereof, and (B) collecting any
            Receivable, and the Agent for the benefit of the Lenders is hereby
            granted a license or sublicense and all other rights as may be
            necessary, appropriate or desirable to use the Proprietary Rights in
            connection with the foregoing, and the rights of the Borrower under
            all licenses, sublicenses and franchise agreements shall inure to
            the Agent for the benefit of the Lenders (provided, however, that
            any use of any federally registered trademarks as to any goods shall
            be subject to the control as to the quality of such goods of the
            owner of such trademarks and the goodwill of the business symbolized
            thereby);

                  (ix) exercise any and all of its rights under any and all of
            the Security Documents;


                                     -116-
<PAGE>

                  (x) apply any Collateral consisting of cash to the payment of
            the Secured Obligations as set forth herein or use such cash in
            connection with the exercise of any of its other rights hereunder or
            under any of the Security Documents;

                  (xi) establish or cause to be established one or more
            lockboxes or other arrangement for the deposit of proceeds of
            Receivables, and, in such case, the Borrower shall cause to be
            forwarded to the Agent at the Agent's Office, on a daily basis,
            copies of all checks and other items of payment and deposit slips
            related thereto deposited in such lockboxes, together with
            collection reports in form and substance satisfactory to the Agent;
            and

                  (xii) exercise all of the rights and remedies of a secured
            party under the Uniform Commercial Code and under any other
            Applicable Law, including, without limitation, the right, without
            notice except as specified below and with or without taking the
            possession thereof, to sell the Collateral or any part thereof in
            one or more parcels at public or private sale, at any location
            chosen by the Agent, for cash, on credit or for future delivery, and
            at such price or prices and upon such other terms as the Agent may
            deem commercially reasonable. The Borrower agrees that, to the
            extent notice of sale shall be required by law, at least 10 days
            notice to the Borrower of the time and place of any public sale or
            the time after which any private sale is to be made shall constitute
            reasonable notification, but notice given in any other reasonable
            manner or at any other reasonable time shall constitute reasonable
            notification. The Agent shall not be obligated to make any sale of
            Collateral regardless of notice of sale having been given. The Agent
            may adjourn any public or private sale from time to time by
            announcement at the time and place fixed therefor, and such sale
            may, without further notice, be made at the time and place to which
            it was so adjourned.

            SECTION 13.3. Application of Proceeds. All proceeds from each sale
of, or other realization upon, all or any part of the Collateral following an
Event of Default shall be applied or paid over as follows:

            (a) First: to the payment of all costs and expenses incurred in
      connection with such sale or other realization, including reasonable
      attorneys' fees,

            (b) Second: to the payment of the Secured Obligations (with the
      Borrower remaining liable for any deficiency) as set forth in Section
      5.8(f),

            (c) Third: the balance (if any) of such proceeds shall be paid to
      the Borrower, subject to any duty imposed by law, or otherwise to
      whomsoever shall be entitled thereto.


                                     -117-
<PAGE>

The Borrower shall remain liable and will pay, on demand, any deficiency
remaining in respect of the Secured Obligations, together with interest thereon
at a rate per annum equal to the highest rate then payable hereunder on such
Secured Obligations, which interest shall constitute part of the Secured
Obligations.

            SECTION 13.4. Power of Attorney. In addition to the authorizations
granted to the Agent under Section 9.13 or under any other provision of this
Agreement or of any other Loan Document, during the continuance of an Event of
Default, the Borrower hereby irrevocably designates, makes, constitutes and
appoints the Agent (and all Persons designated by the Agent from time to time)
as the Borrower's true and lawful attorney, and agent in fact, and the Agent, or
any agent of the Agent, may, without notice to the Borrower, and at such time or
times as the Agent or any such agent in its sole discretion may determine, in
the name of the Borrower, the Agent or the Lenders, (i) demand payment of the
Receivables, (ii) enforce payment of the Receivables by legal proceedings or
otherwise, (iii) exercise all of the Borrower's rights and remedies with respect
to the collection of Receivables, (iv) settle, adjust, compromise, extend or
renew any or all of the Receivables, (v) settle adjust or compromise any legal
proceedings brought to collect the Receivables, (vi) discharge and release the
Receivables, or any of them, (vii) prepare, file and sign the name of the
Borrower on any proof of claim in bankruptcy or any similar document against any
Account Debtor, (viii) prepare, file and sign the name of the Borrower on any
notice of Lien, assignment or satisfaction of Lien, or similar document in
connection with any of the Collateral, (ix) endorse the name of the Borrower
upon any chattel paper, document, instrument, notice, freight bill, bill of
lading or similar document or agreement relating to the Receivables, the
Inventory or any other Collateral, (x) use the stationery of the Borrower and
sign the name of the Borrower to verifications of the Receivables and on any
notice to the Account Debtors, (xi) open the Borrower's mail, (xii) notify the
post office authorities to change the address for delivery of the Borrower's
mail to an address designated by the Agent, and (xiii) use the information
recorded on or contained in any data processing equipment and computer hardware
and software relating to the Receivables, Inventory or other Collateral to which
the Borrower has access.

            SECTION 13.5. Miscellaneous Provisions.

            (a) Rights Cumulative. The rights and remedies of the Agent and the
      Lenders under this Agreement, the Notes and each of the Loan Documents
      shall be cumulative and not exclusive of any rights or remedies which it
      or they would otherwise have. In exercising such rights and remedies the
      Agent and the Lenders may be selective and no failure or delay by the
      Agent or any Lender in exercising any right shall operate as a waiver of
      it, nor shall any single or partial exercise of any power or right
      preclude its other or further exercise or the exercise of any other power
      or right.

            (b) Waiver of Marshaling. The Borrower hereby waives any right to
      require any marshaling of assets and any similar right.


                                     -118-
<PAGE>

            (c) Limitation of Liability. Nothing contained in this Article 13 or
      elsewhere in this Agreement or in any of the Loan Documents shall be
      construed as requiring or obligating the Agent, any Lender or any agent or
      designee of the Agent or any Lender to make any demand, or to make any
      inquiry as to the nature or sufficiency of any payment received by it, or
      to present or file any claim or notice or take any action, with respect to
      any Receivable or any other Collateral or the monies due or to become due
      thereunder or in connection therewith, or to take any steps necessary to
      preserve any rights against prior parties, and the Agent, the Lenders and
      their agents or designees shall have no liability to the Borrower for
      actions taken pursuant to this Article 13, any other provision of this
      Agreement or any of the Loan Documents so long as the Agent or such Lender
      shall act reasonably and in good faith.

            (d) Appointment of Receiver. In any action under this Article 13,
      the Agent shall be entitled during the continuance of an Event of Default
      to the appointment of a receiver, without notice of any kind whatsoever,
      to take possession of all or any portion of the Collateral and to exercise
      such power as the court shall confer upon such receiver.

                                   ARTICLE 14

                                   ASSIGNMENTS

            SECTION 14.1. Successors and Assigns; Participations.

            (a) This Agreement shall be binding upon and inure to the benefit of
      the Borrower, the Lenders, the Agent, all future holders of the Notes, and
      their respective permitted successors and assigns, except that the
      Borrower may not assign or transfer any of its rights or obligations under
      this Agreement without the prior written consent of each Lender.

            (b) Each Lender may, with the consent of both the Borrower (whose
      consent shall not be unreasonably withheld or delayed, and whose consent
      shall not be required if an Event of Default exists) and the Agent, assign
      to one or more Eligible Assignees all or a portion of its rights,
      obligations, interests, or rights and obligations under this Agreement
      (including, without limitation, all or a portion of its Commitments or its
      Loans at the time owing to it and the Notes held by it); provided,
      however, that (i) each such assignment shall be of a constant, and not a
      varying, percentage of all the assigning Lender's rights and obligations
      under this Agreement, (ii) the amount of the Commitment of the assigning
      Lender that is subject to each such assignment (determined as of the date
      the Assignment and Acceptance with respect to such assignment is delivered
      to the Agent) shall in no event be less than the Minimum Commitment,
      unless (a) such assigning Lender holds less than the Minimum Commitment
      and is assigning all of its Commitment, or (b) such assignment is to
      another Lender, or


                                     -119-
<PAGE>

      (c) there is an Event of Default under this Agreement, (iii) in the case
      of a partial assignment, the amount of the Commitment that is retained by
      the assigning Lender (determined as of the date the Assignment and
      Acceptance with respect to such assignment is delivered to the Agent)
      shall in no event be less than the Minimum Commitment, (iv) the parties to
      each such assignment shall execute and deliver to the Agent, for its
      acceptance and recording in the Register (as hereinafter defined), an
      Assignment and Acceptance, together with any Note or Notes subject to such
      assignment and such assignee's pro rata share of the Agent's syndication
      expenses, (v) such assignment shall not, without the consent of the
      Borrower, require the Borrower to file a registration statement with the
      Securities and Exchange Commission or apply to or qualify the Loans or the
      Notes under the blue sky laws of any state, (vi) the representation
      contained in Section 14.2 hereof shall be true with respect to any such
      proposed assignee, and (vii) the parties to such assignment shall deliver
      to the Agent a processing fee of $5,000. Upon such execution, delivery,
      acceptance and recording, from and after the effective date specified in
      each Assignment and Acceptance, which effective date shall, unless the
      Agent otherwise consents, be at least five Business Days after the
      execution thereof, (x) the assignee thereunder shall be a party hereto
      and, to the extent provided in such Assignment and Acceptance, have the
      rights and obligations of a Lender hereunder, and (y) the Lender assignor
      thereunder shall, to the extent provided in such assignment, be released
      from its obligations under this Agreement.

            (c) By executing and delivering an Assignment and Acceptance, the
      Lender assignor thereunder and the assignee thereunder confirm to and
      agree with each other and the other parties hereto as follows: (i) other
      than the representation and warranty that it is the legal and beneficial
      owner of the interest being assigned thereby free and clear of any adverse
      claim, such Lender assignor makes no representation or warranty and
      assumes no responsibility with respect to any statements, warranties or
      representations made in or in connection with this Agreement or the
      execution, legality, validity, enforceability, genuineness, sufficiency or
      value of this Agreement or any other instrument or document furnished
      pursuant hereto; (ii) such Lender assignor makes no representation or
      warranty and assumes no responsibility with respect to the financial
      condition of the Borrower or the performance or observance by the Borrower
      of any of its obligations under this Agreement or any other instrument or
      document furnished pursuant hereto; (iii) such assignee confirms that it
      has received a copy of this Agreement, together with copies of the most
      recent financial statements delivered pursuant to Section 11.1 and such
      other documents and information (including a copy of the Intercreditor
      Agreement) as it has deemed appropriate to make its own credit analysis
      and decision to enter into such Assignment and Acceptance; (iv) such
      assignee will, independently and without reliance upon the Agent, such
      Lender assignor or any other Lender, and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own credit decisions in taking or not taking action under this Agreement;
      (v) such assignee confirms that it is an Eligible Assignee; (vi) such
      assignee appoints and


                                     -120-
<PAGE>

      authorizes the Agent to take such action as agent on its behalf and to
      exercise such powers under this Agreement and the other Loan Documents as
      are delegated to the Agent by the terms hereof and thereof, together with
      such powers as are reasonably incidental thereto; and (vii) such assignee
      agrees that it will perform in accordance with their terms all of the
      obligations which by the terms of this Agreement are required to be
      performed by it as a Lender.

            (d) The Agent shall maintain a copy of each Assignment and
      Acceptance delivered to it and a register for the recordation of the names
      and addresses of the Lenders and the Commitment Percentage of, and
      principal amount of the Loans owing to, each Lender from time to time (the
      "Register"), and shall provide a copy thereof to the Borrower. The entries
      in the Register shall be conclusive, in the absence of manifest error, and
      the Borrower, the Agent and the Lenders may treat each person whose name
      is recorded in the Register as a Lender hereunder for all purposes of this
      Agreement. The Register shall be available for inspection and copying by
      the Borrower or any Lender at any reasonable time and from time to time
      upon reasonable prior notice.

            (e) Upon its receipt of an Assignment and Acceptance executed by an
      assigning Lender and an Eligible Assignee together with any Note or Notes
      subject to such assignment, the fee described in clause (vii) of Section
      14.1(b) and the written consent to such assignment, the Agent shall, if
      such Assignment and Acceptance has been completed and is in the form of
      Exhibit D, (i) accept such Assignment and Acceptance, (ii) record the
      information contained therein in the Register, (iii) give prompt notice
      thereof to the Lenders and the Borrower, and (iv) promptly deliver a copy
      of such Acceptance and Assignment to the Borrower. Within five Business
      Days after receipt of notice, the Borrower shall execute and deliver to
      the Agent in exchange for the surrendered Note or Notes a new Note or
      Notes to the order of such Eligible Assignee in amounts equal to the
      Commitments assumed by such Eligible Assignee pursuant to such Assignment
      and Acceptance and a new Note or Notes to the order of the assigning
      Lender in an amount equal to the Commitment retained by it hereunder. 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 effective date of such Assignment and Acceptance and shall
      otherwise be in substantially the form of the assigned Notes delivered to
      the assignor Lender. Each surrendered Note or Notes shall be canceled and
      returned to the Borrower.

            (f) Each Lender may sell participations to one or more Persons in
      all or a portion of its rights, obligations or rights and obligations
      under this Agreement (including all or a portion of its Commitments or its
      Loans); 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 participant shall be entitled to the benefit of the
      yield protection provisions and the rights of set-off contained in this
      Agreement, and (iv) the Borrower shall continue to deal solely


                                     -121-
<PAGE>

      and directly with such Lender in connection with such Lender's rights and
      obligations under this Agreement, and such Lender shall retain the sole
      right to enforce the obligations of the Borrower relating to its Loans and
      its Note and to approve any amendment, modification, or waiver of any
      provision of this Agreement (other than amendments, modifications, or
      waivers decreasing the amount of principal of or the rate at which
      interest is payable on such Loans or Note, extending any scheduled
      principal payment date or date fixed for the payment of interest on such
      Loans or Note, or extending its Commitment).

            (g) Notwithstanding any other provision set forth in this Agreement,
      any Lender may at any time assign and pledge all or any portion of its
      Loans and its Note to any Federal Reserve Bank as collateral security
      pursuant to Regulation A and any Operating Circular issued by such Federal
      Reserve Bank. No such assignment shall release the assigning Lender from
      its obligations hereunder.

            (h) Any Lender may, in connection with any assignment, proposed
      assignment, participation or proposed participation pursuant to this
      Section 14.1, disclose to the assignee, participant, proposed assignee or
      proposed participant, any information relating to the Borrower furnished
      to such Lender by or on behalf of the Borrower; provided that, prior to
      any such disclosure, each such assignee, proposed assignee, participant or
      proposed participant shall agree with the Borrower or such Lender (which
      in the case of an agreement with only such Lender, the Borrower shall be
      recognized as a third party beneficiary thereof) to preserve the
      confidentiality of any confidential information relating to the Borrower
      received from such Lender and shall use such information solely for the
      purpose of effecting the proposed assignment or participation and shall
      make no other use thereof.

            SECTION 14.2. Representation of Lenders. Each Lender hereby
represents that it will make each Loan hereunder as a commercial loan for its
own account in the ordinary course of its business; provided, however, that
subject to Section 14.1 hereof, the disposition of the Notes or other evidence
of the Secured Obligations held by any Lender shall at all times be within its
exclusive control.

                                   ARTICLE 15

                                      AGENT

            SECTION 15.1. Appointment of Agent. Each of the Lenders hereby
irrevocably designates and appoints NationsBank, N.A. as the Agent of such
Lender under this Agreement and the other Loan Documents, and each such Lender
irrevocably authorizes Agent, as the Agent for such Lender to take such action
on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Agent by the terms of


                                     -122-
<PAGE>

this Agreement and such other Loan Documents, including, without limitation, to
make determinations as to the eligibility of Inventory and Receivables, together
with such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in this Agreement or such other Loan
Documents, the Agent shall not have any duties or responsibilities, except those
expressly set forth herein and therein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or the other Loan
Documents or otherwise exist against the Agent.

            SECTION 15.2. Delegation of Duties. The Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.

            SECTION 15.3. Exculpatory Provisions. Neither the Agent nor any of
its trustees, officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable to any Lender (or any Lender's participants) for
any action lawfully taken or omitted to be taken by it or such Person under or
in connection with this Agreement or the other Loan Documents (except for its or
such Person's own gross negligence or willful misconduct), or (ii) responsible
in any manner to any Lender (or any Lender's participants) for any recitals,
statements, representations or warranties made by the Borrower or any officer
thereof contained in this Agreement or the other Loan Documents or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agent under or in connection with, this Agreement or the
other Loan Documents or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or the other Loan Documents or
for any failure of the Borrower to perform its obligations hereunder or
thereunder. The Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement, or to inspect the
properties, books or records of the Borrower.

            SECTION 15.4. Reliance by Agent. The Agent shall be entitled to
rely, and shall be fully protected in relying, upon any Note, writing,
resolution, notice, consent, certificate, affidavit, letter, cablegram,
telegram, telecopy, telex or teletype message, statement, order or other
document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrower), independent accountants and other experts selected by the Agent. The
Agent may deem and treat the payee of any Note as the owner thereof for all
purposes unless such Note shall have been transferred in accordance with Section
14.1. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement and the other Loan Documents unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Agent shall in all cases be


                                     -123-
<PAGE>

fully protected in acting, or in refraining from acting, under this Agreement
and the Notes in accordance with a request of the Required Lenders, and such
request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Notes.

            SECTION 15.5. Notice of Default. The Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the Agent
receives such a notice, the Agent shall promptly give notice thereof to the
Lenders. The Agent shall take such action with respect to such Default or Event
of Default as shall be reasonably directed by the Required Lenders; provided
that unless and until the Agent shall have received such directions, the Agent
may (but shall not be obligated to) continue making Revolving Credit Loans to
the Borrower on behalf of the Lenders in reliance on the provisions of Section
5.7 and take such other action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

            SECTION 15.6. Non-Reliance on Agent and Other Lenders. Each Lender
expressly acknowledges that neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Agent hereinafter
taken, including any review of the affairs of the Borrower, shall be deemed to
constitute any representation or warranty by the Agent to any Lender. Each
Lender represents to the Agent that it has, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, operations, property, financial and other condition and
creditworthiness of the Borrower and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon the Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the Agent
hereunder or by the other Loan Documents, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, financial and other condition or
creditworthiness of the Borrower which may come into the possession of the Agent
or any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

            SECTION 15.7. Indemnification. The Lenders agree to indemnify the
Agent in its capacity as such (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably according to
their respective


                                     -124-
<PAGE>

Commitment Percentages, from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Notes) be imposed on,
incurred by or asserted against the Agent in any way relating to or arising out
of this Agreement or the other Loan Documents, or any documents contemplated by
or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by the Agent under or in connection with
any of the foregoing; provided that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting solely
from the Agent's gross negligence or willful misconduct or resulting solely from
transactions or occurrences that occur at a time after such Lender has assigned
all of its interests, rights and obligations under this Agreement pursuant to
Section 14.1 or, in the case of a Lender to which an assignment is made
hereunder pursuant to Section 14.1, at a time before such assignment. The
agreements in this subsection shall survive the payment of the Notes, the
Secured Obligations and all other amounts payable hereunder and the termination
of this Agreement.

            SECTION 15.8. Agent in Its Individual Capacity. The Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Borrower and its Subsidiaries as if the Agent were not
the Agent hereunder. With respect to its Commitment, the Loans made or renewed
by it and any Note issued to it and any Letter of Credit issued by it, the Agent
shall have and may exercise the same rights and powers under this Agreement and
the other Loan Documents and is subject to the same obligations and liabilities
as and to the extent set forth herein and in the other Loan Documents for any
other Lender. The terms "Lenders" or "Required Lenders" or any other term shall,
unless the context clearly otherwise indicates, include the Agent in its
individual capacity as a Lender or one of the Required Lenders.

            SECTION 15.9. Successor Agent. The Agent may resign as Agent upon
five Business Days notice to the Lenders and the Borrower; provided, however,
that such resignation shall not take effect until a successor agent has been
appointed. If the Agent shall resign as Agent under this Agreement, then the
Required Lenders shall appoint from among the Lenders a successor agent for the
Lenders which successor agent shall be approved by the Borrower (which approval
shall not be unreasonably withheld), whereupon such successor agent shall
succeed to the rights, powers and duties of the Agent, and the term "Agent"
shall mean such successor agent effective upon its appointment, and the former
Agent's rights, powers and duties as Agent shall be terminated, without any
other or further act or deed on the part of such former Agent or any of the
parties to this Agreement or any holders of the Notes. If the Required Lenders
have failed to appoint a successor agent within 30 days after the resignation
notice given by the Agent as provided above, then the Agent shall be entitled to
appoint a successor agent from among the Lenders. After any retiring Agent's
resignation hereunder as Agent, the provisions of Article 15 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Agreement.


                                     -125-
<PAGE>

            SECTION 15.10. Notices from Agent to Lenders. The Agent shall
promptly, upon request from any Lender, forward to such Lender copies of any
written notices, reports or other information supplied to it by the Borrower
(but which the Borrower is not required to supply directly to the Lenders).

            SECTION 15.11. Syndication Agent; Documentation Agent. Each of the
parties to this Agreement acknowledges that, other than any rights and duties
explicitly assigned to the Syndication Agent and Documentation Agent under this
Agreement, neither the Syndication Agent nor the Documentation Agent has any
obligations hereunder and shall not be responsible or accountable to any other
party hereto for any action or failure to act hereunder.

            SECTION 15.12. Intercreditor Agreement. Each Lender expressly
acknowledges that it has received a copy of the Intercreditor Agreement and that
the Intercreditor Agreement contains, among other provisions, provisions
relating to the sharing of proceeds of Collateral with the Investor, and
requiring the consent of the Investor with respect to certain releases of
Collateral, prior to the occurrence of an Event of Default.

                                   ARTICLE 16

                                  MISCELLANEOUS

            SECTION 16.1. Notices.

            (a) Method of Communication. Except as specifically provided in this
      Agreement or in any of the Loan Documents, all notices and the
      communications hereunder and thereunder shall be in writing or by
      telephone, subsequently confirmed in writing. Notices in writing shall be
      delivered personally or sent by certified or registered mail, postage
      pre-paid, or by overnight courier, telex or facsimile transmission and
      shall be deemed received in the case of personal delivery, when delivered,
      in the case of mailing, when receipted for, in the case of overnight
      delivery, on the next Business Day after delivery to the courier, and in
      the case of telex and facsimile transmission, upon transmittal. A
      telephonic notice to the Agent, as understood by the Agent, will be deemed
      to be the controlling and proper notice in the event of a discrepancy with
      or failure to receive a confirming written notice.

            (b) Addresses for Notices. Notices to any party shall be sent to it
      at the following addresses, or any other address of which all the other
      parties are notified in writing


                                     -126-
<PAGE>

            If to the Borrower:     Ithaca Industries, Inc.
                                    Hwy. 268 West, P.O. Box 620
                                    Wilkesboro, NC 28697
                                    Attn.:  Chief Financial Officer
                                    Facsimile No.: 336-667-2979

            If to the Agent:        NationsBank, N.A.
                                    Business Credit Division
                                    600 Peachtree Street
                                    13 Plaza
                                    Atlanta, Georgia  30308
                                    Attn.:  John Bohan
                                    Facsimile No.:  404-607-6437

            If to a Lender:         At the address of such Lender set forth on
                                    the signature page hereof.             

            (c) Agent's Office. The Agent hereby designates its office located
      at 600 Peachtree Street, Atlanta, Georgia 30308, or any subsequent office
      which shall have been specified for such purpose by written notice to the
      Borrower, as the office to which payments due are to be made and at which
      Loans will be disbursed.

            SECTION 16.2. Expenses. The Borrower agrees to pay or reimburse on
demand all out-of-pocket costs and expenses reasonably incurred by the Agent and
the Syndication Agent, including, without limitation, the reasonable fees and
disbursements of outside counsel, in connection with (a) the negotiation,
preparation, execution, delivery, administration, enforcement and termination of
this Agreement and each of the other Loan Documents, whenever the same shall be
executed and delivered, including, without limitation (i) the out-of-pocket
costs and expenses incurred in connection with the arrangement and closing of
the syndication referred to in Section 10.10 and the administration and
interpretation of this Agreement and the other Loan Documents; (ii) the costs
and expenses of appraisals of the Collateral; (iii) the costs and expenses of
lien and title searches and title insurance; (iv) the costs and expenses of
environmental reports with respect to the Real Estate; (v) taxes, fees and other
charges for recording the Mortgages, filing the Financing Statements and
continuations, and the costs and expenses of taking other actions to perfect,
protect, and continue the Security Interests (other than taxes based on gross
receipts, income or revenue); (b) the preparation, execution and delivery of any
waiver, amendment, supplement or consent by the Agent and the Lenders relating
to this Agreement or any of the Loan Documents; (c) sums paid or incurred to pay
any amount or take any action required of the Borrower under the Loan Documents
that the Borrower fails to pay or take; (d) costs of inspections and
verifications of the Collateral, including, without limitation, standard per
diem fees charged by the Agent for travel, lodging and meals for inspections of
the Collateral and the Borrower's operations and books and records by the
Agent's representatives and agents; (e) costs and expenses of forwarding loan
proceeds, collecting checks and other items of payment, and


                                     -127-
<PAGE>

establishing and maintaining each Disbursement Account and Agency Account, to
the extent provided for in the applicable documents; (f) costs and expenses of
preserving and protecting the Collateral; and (g) consulting, after the
occurrence of a Default, with one or more Persons, including appraisers,
accountants and lawyers, concerning the value of any Collateral for the Secured
Obligations or the nature, scope or value of any right or remedy of the Agent or
any Lender hereunder or under any of the Loan Documents, including any review of
factual matters in connection therewith, which expenses shall include the fees
and disbursements of such Persons.

The Borrower further agrees to pay or reimburse on demand all costs and expenses
incurred by the Agent and the Lenders, including, without limitation, the
reasonable fees and disbursements of counsel, experts and other consultants to
the Agent and any Lender, in connection with (a) any Default or Event of Default
or any modification, amendment, waiver, restructuring or forbearance with
respect to any of the Loan Documents in connection with such Default or Event of
Default, and (b) any actions taken to obtain payment of the Secured Obligations,
enforce the Security Interests, sell or otherwise realize upon the Collateral,
and otherwise enforce the provisions of the Loan Documents, or to prosecute or
defend any claim in any way arising out of, related to or connected with, this
Agreement or any of the Loan Documents.

The foregoing shall not be construed to limit any other provisions of the Loan
Documents regarding costs and expenses to be paid by the Borrower. The Borrower
hereby authorizes the Agent and the Lenders to debit the Borrower's Loan
Accounts (by increasing the principal amount of the Revolving Credit Loan) in
the amount of any such costs and expenses owed by the Borrower when due;
provided, however, debiting the Borrower's Loan Account shall not be deemed
conclusive evidence of the accuracy of the cost or expense so debited.

            SECTION 16.3. Stamp and Other Taxes. The Borrower will pay any and
all stamp, registration, recordation and similar taxes, fees or charges (other
than taxes based on gross receipts, income or revenue) and shall indemnify the
Agent, the Syndication Agent and the Lenders against any and all liabilities
with respect to or resulting from any delay in the payment or omission to pay
any such taxes, fees or charges, which may be payable or determined to be
payable in connection with the execution, delivery, performance or enforcement
of this Agreement and any of the Loan Documents or the perfection of any rights
or security interest thereunder, including, without limitation, the Security
Interest.

            SECTION 16.4. Setoff. In addition to any rights now or hereafter
granted under Applicable Laws and not by way of limitation of any such rights,
during the continuance of any Event of Default, each Lender, any participant
with such Lender in the Loans and each Affiliate of each Lender are hereby
authorized by the Borrower at any time or from time to time, without notice to
the Borrower or to any other Person, any such notice being hereby expressly
waived, to set off and to appropriate and to apply any and all deposits (general
or special, including, but not limited to, indebtedness evidenced by
certificates of deposit, whether matured or unmatured) and any other


                                     -128-
<PAGE>

indebtedness at any time held or owing by any Lender or any Affiliate of any
Lender or any participant to or for the credit or the account of the Borrower
against and on account of the Secured Obligations irrespective or whether or not
(a) the Agent or such Lender shall have made any demand under this Agreement or
any of the Loan Documents, or (b) the Agent or such Lender shall have declared
any or all of the Secured Obligations to be due and payable as permitted by
Section 13.2 and although such Secured Obligations shall be contingent or
unmatured.

            SECTION 16.5. Litigation. THE BORROWER, THE SYNDICATION AGENT, THE
AGENT AND EACH LENDER HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WAIVE
TRIAL BY JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT IN
WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST THE BORROWER, THE SYNDICATION
AGENT, THE AGENT AND SUCH LENDER ARISING OUT OF THIS AGREEMENT, THE COLLATERAL
OR ANY ASSIGNMENT THEREOF OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER
BETWEEN THE BORROWER AND THE AGENT, THE SYNDICATION AGENT, OR ANY LENDER OF ANY
KIND OR NATURE. THE BORROWER, THE SYNDICATION AGENT, THE AGENT AND THE LENDERS
HEREBY AGREE THAT THE FEDERAL COURT OF THE NORTHERN DISTRICT OF GEORGIA OR, AT
THE OPTION OF THE AGENT, THE SYNDICATION AGENT OR ANY LENDER, ANY COURT IN WHICH
THE AGENT OR SUCH LENDER SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH
HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY, SHALL HAVE
NONEXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
THE BORROWER AND THE AGENT, THE SYNDICATION AGENT OR SUCH LENDER, PERTAINING
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE LOAN DOCUMENTS OR TO ANY MATTER
ARISING THEREFROM. THE BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO
SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS, HEREBY
WAIVING PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR
PAPERS ISSUED THEREIN AND AGREEING THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR
OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO
THE BORROWER AT THE ADDRESS OF THE BORROWER SET FORTH IN SECTION 16.1.

            SECTION 16.6. Waiver of Rights. THE BORROWER HEREBY KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY WAIVES ALL RIGHTS WHICH BORROWER HAS UNDER CHAPTER
14 OF TITLE 44 OF THE OFFICIAL CODE OF GEORGIA OR UNDER ANY SIMILAR PROVISION OF
APPLICABLE LAW TO NOTICE AND TO A JUDICIAL HEARING PRIOR TO THE ISSUANCE OF A
WRIT OF POSSESSION ENTITLING THE AGENT OR ANY LENDER, OR THE SUCCESSORS AND
ASSIGNS OF THE AGENT OR SUCH LENDER TO POSSESSION OF THE COLLATERAL UPON EVENT
OF DEFAULT. WITHOUT


                                     -129-
<PAGE>

LIMITING THE GENERALITY OF THE FOREGOING AND WITHOUT LIMITING ANY OTHER RIGHT
WHICH THE AGENT OR THE LENDERS MAY HAVE, THE BORROWER CONSENTS THAT IF THE AGENT
FILES A PETITION FOR AN IMMEDIATE WRIT OF POSSESSION IN COMPLIANCE WITH SECTIONS
44-14-261 AND 44-14-262 OF THE OFFICIAL CODE OF GEORGIA OR UNDER ANY SIMILAR
PROVISION OF APPLICABLE LAW, AND THIS WAIVER OR A COPY HEREOF IS ALLEGED IN SUCH
PETITION AND ATTACHED THERETO, THE COURT BEFORE WHICH SUCH PETITION IS FILED MAY
DISPENSE WITH ALL RIGHTS AND PROCEDURES HEREIN WAIVED AND MAY ISSUE FORTHWITH AN
IMMEDIATE WRIT OF POSSESSION IN ACCORDANCE WITH CHAPTER 14 OF TITLE 44 OF THE
OFFICIAL CODE OF GEORGIA OR IN ACCORDANCE WITH ANY SIMILAR PROVISION OF
APPLICABLE LAW, WITHOUT THE NECESSITY OF AN ACCOMPANYING BOND AS OTHERWISE
REQUIRED BY SECTION 44-14-263 OF THE OFFICIAL CODE OF GEORGIA OR BY ANY SIMILAR
PROVISION UNDER APPLICABLE LAW. THE BORROWER HEREBY ACKNOWLEDGES THAT IT HAS
READ AND FULLY UNDERSTANDS THE TERMS OF THIS WAIVER AND THE EFFECT HEREOF.

            SECTION 16.7. Consent to Advertising and Publicity. With the prior
written consent of the Borrower, which consent shall not be unreasonably
withheld, the Agent, on behalf of the Lenders, may issue and disseminate to the
public information describing the credit accommodation entered into pursuant to
this Agreement, including the name and address of the Borrower, the amount,
interest rate, maturity, collateral and a general description of the Borrower's
business.

            SECTION 16.8. Reversal of Payments. The Agent and each Lender shall
have the continuing and exclusive right to apply, reverse and re-apply any and
all payments to any portion of the Secured Obligations in a manner consistent
with the terms of this Agreement. To the extent the Borrower makes a payment or
payments to the Agent, for the account of the Lenders, or any Lender receives
any payment or proceeds of the Collateral for the Borrower's benefit, which
payment(s) or proceeds or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be
repaid to a trustee, receiver or any other party under any bankruptcy law, state
or federal law, common law or equitable cause, then, to the extent of such
payment or proceeds received, the Secured Obligations or part thereof intended
to be satisfied shall be revived and continued in full force and effect, as if
such payment or proceeds had not been received by the Agent or such Lender.

            SECTION 16.9. Injunctive Relief. The Borrower recognizes that, in
the event the Borrower fails to perform, observe or discharge any of its
obligations or liabilities under this Agreement, any remedy at law may prove to
be inadequate relief to the Agent and the Lenders; therefore, the Borrower
agrees that if any Event of Default shall have occurred and be continuing, the
Agent and the Lenders, if the Agent or any Lender so requests, shall be entitled
to temporary and permanent injunctive relief without the necessity of proving
actual damages.


                                     -130-
<PAGE>

            SECTION 16.10. Accounting Matters. All financial and accounting
calculations, measurements and computations made for any purpose relating to
this Agreement, including, without limitation, all computations utilized by the
Borrower to determine whether it is in compliance with any covenant contained
herein, shall, unless this Agreement otherwise provides or unless Required
Lenders shall otherwise consent in writing, be performed in accordance with
GAAP.

            SECTION 16.11. Amendments; Waivers.

            (a) Except as set forth in subsection (b) below, any term, covenant,
      agreement or condition of this Agreement or any of the Loan Documents may
      be amended or waived, and any departure therefrom may be consented to by
      the Required Lenders, if, but only if, such amendment, waiver or consent
      is in writing signed by the Required Lenders and, in the case of an
      amendment (other than an amendment described in Section 16.11(d)), by the
      Borrower, and in any such event, the failure to observe, perform or
      discharge any such term, covenant, agreement or condition (whether such
      amendment is executed or such waiver or consent is given before or after
      such failure) shall not be construed as a breach of such term, covenant,
      agreement or condition or as a Default or an Event of Default; provided
      that: 

                  (i) without the written consent of NationsBank and any other
            Lender then serving as the Issuing Bank, no amendment or waiver
            shall be made to any provision of Article 3 hereof or any of
            NationsBank's or the Issuing Bank's rights or obligations with
            respect to Letters of Credit,

                  (ii) without the written consent of NationsBank, no amendment
            or waiver shall be made to any of NationsBank's rights or
            obligations with respect to Non-Ratable Loans,

                  (iii) without the written consent of the Agent, no amendment
            or waiver shall be made to any provision of Article 15 as such
            provisions apply to the Agent or to any other provision of any Loan
            Document as such provisions relate to the rights and obligations of
            the Agent,

                  (iv) without the written consent of the Supermajority Lenders,
            no amendment or waiver of this Agreement or the other Loan Documents
            shall be made in order to (A) permit a Receivables securitization
            described in Section 16.24, or (B) reduce the minimum Availability
            required under Section 12.14 to any amount equal to or greater than
            $2,000,000, and

                  (v) without the written consent of the Syndication Agent or
            the Documentation Agent, as the case may be, no amendment or waiver
            shall be made to Section 15.11 or to any other provision of any Loan
            Document as such provisions relate to the rights and obligations of
            the Syndication Agent or the Documentation Agent, as the case may
            be.


                                     -131-
<PAGE>

      Unless otherwise specified in such waiver or consent, a waiver or consent
      given hereunder shall be effective only in the specific instance and for
      the specific purpose for which given. In the event that any such waiver or
      amendment is requested by the Borrower, the Agent and the Lenders may
      require and charge a fee in connection therewith and consideration thereof
      in such amount as shall be determined by the Agent and the Required
      Lenders in their discretion.

            (b) Except as otherwise set forth in this Agreement, without the
      prior unanimous written consent of the Lenders,

                  (i) no amendment, consent or waiver shall affect the amount or
            extend the time of the obligation of the Lenders to make Loans, or
            extend the originally scheduled time or times of payment of the
            principal of any Loan, or alter the time or times of payment of
            interest on any Loan or the amount of the principal thereof or the
            rate of interest thereon or the amount of any commitment fee payable
            hereunder, or permit any subordination of the principal or interest
            on such Loan, or permit the subordination of the Security Interests
            in any material Collateral (except as may occur as a result of a
            transaction described in Section 16.24), or amend the provisions of
            Article 13 or of this Section 16.11(b), or reduce the minimum
            Availability required under Section 12.14 to an amount less than
            $2,000,000,

                  (ii) no material Collateral shall be released by the Agent
            other than in connection with a permitted disposition thereof or as
            otherwise specifically permitted in this Agreement (provided that,
            with the written consent of the Supermajority Lenders, material
            Receivables may be released in connection with any Receivables
            securitization consented to by the Supermajority Lenders),

                  (iii) no amendment shall be made to the definitions of
            "Borrowing Base", "Commitment", "Commitment Percentage", "Eligible
            Assignee", "Proportionate Share", "Ratable", "Required Lenders",
            "Secured Obligations", "Supermajority Lenders", or "Total
            Commitment", and

                  (iv) neither the Agent nor any Lender shall consent to any
            amendment to or waiver of the amortization, deferral or
            subordination provisions of the Seller Subordinated Note or any
            other instrument or agreement evidencing or relating to obligations
            of the Borrower that are expressly subordinate to any of the Secured
            Obligations if such amendment or waiver would be adverse to the
            Lenders in their capacities as Lenders hereunder;

      provided, however, that anything herein to the contrary notwithstanding,
      Required Lenders shall have the right to waive any Default or Event of
      Default and the consequences hereunder of such Default or Event of Default
      provided


                                     -132-
<PAGE>

      only that such Default or Event of Default does not arise under Section
      13.1 (g) or (h) or out of a breach of or failure to perform or observe any
      term, covenant or condition of this Agreement or any other Loan Document
      (other than the provisions of Article 13 of this Agreement) the amendment
      of which requires the unanimous consent of the Lenders. The Required
      Lenders shall have the right, with respect to any Default or Event of
      Default that may be waived by them, to enter into an agreement with the
      Borrower providing for the forbearance from the exercise of any remedies
      provided hereunder or under the other Loan Documents without waiving any
      Default or Event of Default.

            (c) The making of Loans hereunder by the Lenders during the
      existence of a Default or Event of Default shall not be deemed to
      constitute a waiver of such Default or Event of Default.

            (d) Notwithstanding any provision of this Agreement or the other
      Loan Documents to the contrary, no consent, written or otherwise, of the
      Borrower shall be necessary or required in connection with any amendment
      to Article 15 or Section 5.7, and any amendment to such provisions shall
      be effected solely by and among the Agent and the Lenders, provided that
      no such amendment shall impose any obligation on the Borrower.

            SECTION 16.12. Assignment. All the provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective permitted successors and assigns, except that the Borrower may not
assign or transfer any of its rights under this Agreement, and except that
assignments of each Lender's rights under this Agreement shall be in accordance
with Section 14.1.

            SECTION 16.13. Performance of Borrower's Duties.

            (a) The Borrower's obligations under this Agreement and each of the
      Loan Documents shall be performed by the Borrower at its sole cost and
      expense.

            (b) If the Borrower shall fail to do any act or thing which it has
      covenanted to do under this Agreement or any of the Loan Documents, the
      Agent, on behalf of the Lenders, may (but shall not be obligated to) do
      the same or cause it to be done either in the name of the Agent or the
      Lenders or in the name and on behalf of the Borrower, and the Borrower
      hereby irrevocably authorizes the Agent so to act.

            SECTION 16.14. Indemnification. The Borrower agrees to reimburse the
Agent, the Syndication Agent, the Arranger, the Documentation Agent and the
Lenders, and their Affiliates, agents, employees, officers, directors,
Subsidiaries, successors and assigns (the "Indemnitees"), for all costs and
expenses, including reasonable counsel fees and disbursements, incurred, and to
indemnify and hold the Indemnitees harmless from and against all losses suffered
by, any Indemnitee in connection with (i) the exercise by any Indemnitee of any
right or remedy granted to it under this Agreement or any of the


                                     -133-
<PAGE>

Loan Documents, (ii) any claim, and the prosecution or defense thereof, arising
out of or in any way connected with this Agreement or any of the Loan Documents,
including without limitation any claim relating to Environmental Laws, (iii) the
collection or enforcement of the Secured Obligations or any of them, and (iv)
any Acquisition or proposed Acquisition by the Borrower or any of its
Subsidiaries (including without limitation the Acquisition of the Acquired
Assets and any of the transactions contemplated thereby), other than such costs,
expenses and liabilities arising out of any Indemnitee's gross negligence or
willful misconduct.

            SECTION 16.15. All Powers Coupled with Interest. All powers of
attorney and other authorizations granted to the Agent, the Syndication Agent
and the Lenders and any Persons designated by the Agent, the Syndication Agent
or the Lenders pursuant to any provisions of this Agreement or any of the Loan
Documents shall be deemed coupled with an interest and shall be irrevocable so
long as any of the Secured Obligations remain unpaid or unsatisfied.

            SECTION 16.16. Survival. Notwithstanding any termination of this
Agreement,

            (a) until all Secured Obligations have been irrevocably paid in full
      or otherwise satisfied, the Agent, for the benefit of the Secured
      Creditors, shall retain its Security Interest and shall retain all rights
      under this Agreement and each of the Security Documents with respect to
      such Collateral as fully as though this Agreement had not been terminated,

            (b) the indemnities to which the Agent and the Lenders are entitled
      under the provisions of this Article 16 and any other provision of this
      Agreement and the Loan Documents (including Section 15.7) shall continue
      in full force and effect and shall protect the Agent and the Lenders
      against events arising after such termination as well as before, and

            (c) in connection with the termination of this Agreement and the
      release and termination of the Security Interests, the Agent, on behalf of
      itself as agent and the Lenders, may require such assurances and
      indemnities as it shall reasonably deem necessary or appropriate to
      protect the Agent and the Lenders against loss on account of such release
      and termination, including, without limitation, with respect to credits
      previously applied to the Secured Obligations that may subsequently be
      reversed or revoked.

            SECTION 16.17. Titles and Captions. Titles and captions of Articles,
Sections and subsections in this Agreement are for convenience only, and neither
limit nor amplify the provisions of this Agreement.

            SECTION 16.18. Severability of Provisions. Any provision of this
Agreement or any Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such


                                     -134-
<PAGE>

prohibition or unenforceability without invalidating the remainder of such
provision or the remaining provisions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.

            SECTION 16.19. Governing Law. This Agreement and the Notes shall be
construed in accordance with and governed by the law of the State of Georgia
applicable to agreements made and to be performed entirely within such state.

            SECTION 16.20. Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns, and all of which taken
together shall constitute one and the same agreement.

            SECTION 16.21. Reproduction of Documents. This Agreement, each of
the Loan Documents and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by the Agent or any Lender, and (c) financial
statements, certificates and other information previously or hereafter furnished
to the Agent or any Lender, may be reproduced by the Agent or such Lender by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and such Person may destroy any original document so produced.
Each party hereto stipulates that, to the extent permitted by Applicable Laws,
any such reproduction shall be as admissible in evidence as the original itself
in any judicial or administrative proceeding (whether or not the original shall
be in existence and whether or not such reproduction was made by the Agent or
such Lender in the regular course of business), and any enlargement, facsimile
or further reproduction of such reproduction shall likewise be admissible in
evidence.

            SECTION 16.22. Term of Agreement. This Agreement shall remain in
effect from the Agreement Date through the Termination Date and thereafter until
all Secured Obligations shall have been irrevocably paid and satisfied in full.
No termination of this Agreement shall affect the rights and obligations of the
parties hereto arising prior to such termination.

            SECTION 16.23. Pro-Rata Participation.

            (a) Each Lender agrees that if, as a result of the exercise of a
      right of setoff, banker's lien or counterclaim or other similar right or
      the receipt of a secured claim it receives any payment in respect of the
      Secured Obligations, it shall promptly notify the Agent thereof (and the
      Agent shall promptly notify the other Lenders). If, as a result of such
      payment, such Lender receives a greater percentage of the Secured
      Obligations owed to it under this Agreement than the percentage received
      by any other Lender, such Lender shall purchase a participation (which it
      shall be deemed to have purchased simultaneously upon the receipt of such
      payment) in the Secured Obligations then held by such other Lenders so
      that all such recoveries of principal and interest with respect to all


                                     -135-
<PAGE>

      Secured Obligations owed to each Lender shall be pro rata on the basis of
      its respective amount of the Secured Obligations owed to all Lenders,
      provided that if all or part of such proportionately greater payment
      received by such purchasing Lender is thereafter recovered by or on behalf
      of the Borrower from such Lender, such purchase shall be rescinded and the
      purchase price paid for such participation shall be returned to such
      Lender to the extent of such recovery, but without interest.

            (b) Each Lender which receives such a secured claim shall exercise
      its rights in respect of such secured claim in a manner consistent with
      the rights of the Lenders entitled under this Section 16.23 to share in
      the benefits of any recovery on such secured claim.

            (c) The Borrower expressly consents to the foregoing arrangements
      and agrees that any holder of a participation in any Secured Obligation so
      purchased or otherwise acquired may exercise any and all rights of
      banker's lien, set-off or counterclaim with respect to any and all monies
      owing by the Borrower to such holder as fully as if such holder were a
      holder of such Secured Obligation in the amount of the participation held
      by such holder.

            SECTION 16.24. Receivables Securitization. The Agent and each of the
Lenders hereby acknowledges that the Borrower is considering entering into a
securitization transaction with respect to its Receivables. The Borrower hereby
acknowledges that the consummation of such a securitization transaction will
require the prior written consent of the Supermajority Lenders.

            SECTION 16.25. Final Agreement. This Agreement and the other Loan
Documents are intended by the parties hereto as the final, complete and
exclusive expression of the agreement among them with respect to the subject
matter hereof and thereof. This Agreement and the other Loan Documents supersede
any and all prior oral or written agreements between the parties hereto relating
to the subject matter hereof and thereof.

            SECTION 16.26. Waiver of Consequential Damages, Etc. THE BORROWER
AGREES NOT TO ASSERT ANY CLAIM AGAINST THE AGENT, THE SYNDICATION AGENT, ANY
LENDER, ANY OF THEIR AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, ATTORNEYS AND AGENTS, ON ANY THEORY OF LIABILITY, FOR INDIRECT OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR OTHERWISE RELATING TO ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN OR IN ANY OTHER LOAN DOCUMENT OR THE ACTUAL OR
PROPOSED USE OF THE PROCEEDS OF THE LOANS.


                                     -136-
<PAGE>

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

                                           BORROWER:

                                           ITHACA INDUSTRIES, INC.
[Corporate Seal]

Attest:                                    By:  /s/ Richard P. Thrush
                                                ---------------------------
                                                Name:  Richard P. Thrush
                                                       --------------------
By:/s/ Carl L. Reisner                          Title: Senior VP
   ----------------------------                        --------------------
   Name:  Carl L. Reisner
          --------------------
   Title: Ass't. Secretary
          --------------------

                                           LENDERS:

                                           NATIONSBANK, N.A.


                                           By: /s/ John F. Bohan
                                               ------------------------
                                               Name:  John F. Bohan
                                                      -----------------
                                               Title: Vice President
                                                      -----------------

                              Address:            600 Peachtree Street, N.E.
                                                  13 Plaza
                                                  Atlanta, Georgia 30308
                                                  Attn: Business Credit
                                                  Facsimile No.: 404-607-6437


                                           BANKAMERICA BUSINESS CREDIT, INC.


                                           By: /s/ Richard Levenson
                                               ----------------------------
                                               Name: Richard Levenson
                                                     ----------------------
                                               Title:   Vice President
                                                     ----------------------

                              Address:            40 E. 52nd Street, 2nd Floor
                                                  New York, New York  10012
                                                  Attn:  Kim Winslow
                                                  Facsimile No.:  212-836-5169


                                     -137-
<PAGE>

                                   NATIONAL BANK OF CANADA


                                   By: /s/ Alex M. Council IV
                                       ---------------------------
                                       Name:  Alex M. Council IV
                                              --------------------
                                       Title: Vice President
                                              --------------------

                                   And: /s/ Charles Collie
                                        --------------------------
                                        Name:  Charles Collie
                                               -------------------
                                        Title: Vice President
                                               -------------------

                          Address:           Two First Union Center, Suite 2020
                                             Charlotte, North Carolina  28282
                                             Attn:  Alex Council
                                             Facsimile No.:  704-335-0570


                                   AGENT:

                                   NATIONSBANK, N.A.


                                   By: /s/ John F. Bohan
                                       --------------------------------
                                       Name:  John F. Bohan
                                              -------------------------
                                       Title: Vice President
                                              -------------------------

                          Address:           600 Peachtree Street, N.E.
                                             13 Plaza
                                             Atlanta, Georgia 30308
                                             Attn: Business Credit
                                             Facsimile No.: 404-607-6437


                                   SYNDICATION AGENT AND ARRANGER:

                                   NATIONSBANC MONTGOMERY
                                   SECURITIES LLC


                                   By: /s/ Barry Bobrow   
                                       -------------------------------
                                       Name:     Barry Bobrow   
                                             -------------------------
                                       Title:     Managing Director
                                             -----------------------


                                     -138-
<PAGE>

                                           DOCUMENTATION AGENT:

                                           BANKAMERICA BUSINESS CREDIT, INC.


                                           By: /s/ Richard Levenson
                                               ----------------------------
                                               Name: Richard Levenson
                                                     ----------------------
                                               Title:   Vice President
                                                     ----------------------


                                     -139-
<PAGE>

                                        ANNEX I


                              Performance Pricing Matrix

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Ratio of Consolidated Funded                           Revolver                        Term Loan
Indebtedness to Consolidated
Operating
Cash Flow                                      -------------------------------------------------------------
                                               Prime  Rate     Eurodollar       Prime Rate     Eurodollar
                                               Margin          Rate  Margin     Margin         Rate Margin
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>            <C>              <C>  
4.5 to 1 or greater                              1.75%            3.00%          2.00%            3.25%
------------------------------------------------------------------------------------------------------------
4.25 to 1 or greater but less                    1.25%            2.75%          1.50%            3.00%
than 4.5 to 1
------------------------------------------------------------------------------------------------------------
3.5 to 1 or greater but less                     0.75%            2.50%          1.00%            2.75%
than 4.25 to 1
------------------------------------------------------------------------------------------------------------
3.25 to 1 or greater but less                    0.50%*           2.25%*         0.75%**          2.50%**
than 3.5 to 1
------------------------------------------------------------------------------------------------------------
3.0 to 1 or greater but less                     0.375%*          2.00%*         0.625%**         2.25%**
than 3.25 to 1
------------------------------------------------------------------------------------------------------------
less than 3.0 to 1                               0%***            1.50%***       0.25%****        1.75%****
------------------------------------------------------------------------------------------------------------
</TABLE>

*    =      provided that, if the Consolidated Fixed Charge Coverage Ratio is
            less than 1 to 1, then the Prime Rate Margin shall be 0.75% and the
            Eurodollar Rate Margin shall be 2.50%

**   =      provided that, if the Consolidated Fixed Charge Coverage Ratio is
            less than 1 to 1, then the Prime Rate Margin shall be 1.00% and the
            Eurodollar Rate Margin shall be 2.75%

***  =       provided that, if the Consolidated Fixed Charge Coverage Ratio is
            (a) less than 1.25 to 1 but equal to or greater than 1 to 1, the
            Prime Rate Margin shall be 0.375% and the Eurodollar Rate Margin
            shall be 2.00%, or (b) less than 1 to 1, the Prime Rate Margin shall
            be 0.75% and the Eurodollar Rate Margin shall be 2.50%

**** =       provided that, if the Consolidated Fixed Charge Coverage Ratio is
            (a) less than 1.25 to 1 but equal to or greater than 1 to 1, the
            Prime Rate Margin shall be 0.625% and the Eurodollar Rate Margin
            shall be 2.25%, or (b) less than 1 to 1, the Prime Rate Margin shall
            be 1.00% and the Eurodollar Rate Margin shall be 2.75%
<PAGE>

                                    ANNEX II

                                   Commitments

1.      NationsBank, N.A.

        Commitment                                        $39,583,333.32

        Commitment consists of the following:

        (a)    Revolving Credit Commitment                $29,166,666.66
        (b)    Term Loan Commitment                       $10,416,666.66

2.      BankAmerica Business Credit, Inc.

        Commitment                                        $39,583,333.32

        Commitment consists of the following:

        (a)    Revolving Credit Commitment                $29,166,666.66
        (b)    Term Loan Commitment                       $10,416,666.66

3.      National Bank of Canada

        Commitment                                        $15,833,333.36

        Commitment consists of the following:

        (a)    Revolving Credit Commitment                $11,666,666.68
        (b)    Term Loan Commitment                       $  4,166,666.68
<PAGE>

                                   EXHIBIT A-1

                          FORM OF REVOLVING CREDIT NOTE


US $ _______________                                       Date:  March __, 1998

      FOR VALUE RECEIVED, on the Termination Date (as defined in the below
described Loan Agreement), ITHACA INDUSTRIES, Inc., a Delaware corporation (the
"Borrower"), promises to pay to the order of ____________________________
(hereinafter, together with any holder hereof, called "Holder"), at the Atlanta,
Georgia office of the Agent (as hereinafter defined) (or at such other place as
the Holder may designate in writing to the Borrower in accordance with the terms
of the Loan Agreement), the principal amount of ____________________________
($___________) or so much thereof as has been advanced hereunder.

      The Borrower shall pay interest on the outstanding principal balance of
this Note as provided in that certain Loan and Security Agreement (as the same
may be amended, modified or supplemented from time to time, the "Loan
Agreement"), dated as of March __, 1998, among the Borrower, the lenders party
thereto from time to time (the "Lenders"), NationsBank, N.A., as agent for the
Lenders (the "Agent"), BankAmerica Business Credit, Inc., as documentation
agent, and NationsBanc Montgomery Securities LLC, as syndication agent and
arranger.

      It is contemplated that the principal sum evidenced by this Note may be
reduced from time to time and that additional advances may be made from time to
time, as provided in the Loan Agreement.

      This Note is subject to the terms and conditions of the Loan Agreement.
This Note is entitled to the benefits of the Security Documents (as defined in
the Loan Agreement). The Loan Agreement contains provisions for the acceleration
of the maturity hereof upon the happening of certain stated events.

      No delay or failure on the part of the Holder in the exercise of any right
or remedy hereunder, under the Loan Agreement or at law or in equity shall
operate as a waiver thereof, and no single or partial exercise by the Holder of
any right or remedy hereunder, under the Loan Agreement or at law or in equity
shall preclude or estop another or further exercise thereof or the exercise of
any other right or remedy.

      Principal and interest on this Note shall be payable and paid in lawful
money of the United States of America.

      The Borrower waives presentment, notice of dishonor and protest.
<PAGE>

      Time is of the essence of this Note and, in case this Note is collected by
law or through an attorney at law, or under advice therefrom, the Borrower
agrees to pay all costs of collection, including reasonable attorneys' fees if
collected by or through an attorney.

      The provisions of this Note shall be construed and interpreted and all
rights and obligations of the parties hereunder determined in accordance with
the laws of the State of Georgia.

      IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and
sealed in its corporate name, by and through its duly authorized officers, as of
the day and year first above written.


                                           ITHACA INDUSTRIES, Inc.           
                                                                             
                                                                             
                                           By:                               
                                             ------------------------------  
                                             Name:                           
                                                  -------------------------  
                                             Title:                          
                                                  -------------------------  
                                                                             
                                           Attest:                           
                                                  -------------------------  
                                             Name:                           
                                                  -------------------------  
                                             Title:                          
                                                  -------------------------  
                                                                             
                                           [CORPORATE SEAL]                  
                                           


                                      -2-
<PAGE>

                                   EXHIBIT A-2

                                FORM OF TERM NOTE

US $ _______________                                       Date:  March __, 1998


            FOR VALUE RECEIVED, ITHACA INDUSTRIES, INC., a Delaware corporation
(the "Borrower") promises to pay to the order of ___________________________
(hereinafter, together with any holder hereof, called "Holder"), at the Atlanta,
Georgia office of the Agent (as hereinafter defined) (or at such other place as
the Holder may designate in writing to the undersigned), the principal amount of
$____________.

            The Borrower shall pay the principal amount of this Note, and
interest thereon, as provided in that certain Loan and Security Agreement (as
the same may be amended, modified or supplemented from time to time, the "Loan
Agreement"), dated as of March __, 1998, among the Borrower, the lenders party
thereto from time to time (the "Lenders"), NationsBank, N.A., as agent for the
Lenders (the "Agent"), BankAmerica Business Credit, Inc., as documentation
agent, and NationsBanc Montgomery Securities LLC, as syndication agent and
arranger.

            This Note is subject to the terms and conditions of the Loan
Agreement. This Note is entitled to the benefits of the Security Documents (as
defined in the Loan Agreement). The Loan Agreement contains provisions for the
acceleration of the maturity hereof upon the happening of certain stated events,
and provisions for voluntary and mandatory partial or full prepayments of this
Note.

            No delay or failure on the part of the Holder in the exercise of any
right or remedy hereunder, under the Loan Agreement or at law or in equity shall
operate as a waiver thereof, and no single or partial exercise by the Holder of
any right or remedy hereunder, under the Loan Agreement or at law or in equity
shall preclude or estop another or further exercise thereof or the exercise of
any other right or remedy.

            Principal and interest on this Note shall be payable and paid in
lawful money of the United States of America.

            The Borrower waives presentment, notice of dishonor and protest.

            Time is of the essence of this Note and, in case this Note is
collected by law or through an attorney at law or under advice therefrom, the
Borrower agrees to pay all costs of collection, including reasonable attorneys'
fees if collected by or through an attorney.

            The provisions of this Note shall be construed and interpreted and
all rights and obligations of the parties hereunder determined in accordance
with the laws of the State of Georgia.
<PAGE>

            IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
and sealed in its corporate name, by and through its duly authorized officers,
as of the day and year first above written.


                             ITHACA INDUSTRIES, INC.


                                           ITHACA INDUSTRIES, Inc.           
                                                                             
                                                                             
                                           By:                               
                                             ------------------------------  
                                             Name:                           
                                                  -------------------------  
                                             Title:                          
                                                  -------------------------  
                                                                             
Attest:                           
     -------------------------  
Name:                           
     -------------------------  
Title:                          
     -------------------------  
                                                                             
[CORPORATE SEAL]                  


                                        2
<PAGE>

                                    EXHIBIT B

                             Ithaca Industries Inc.
                       Form of Borrowing Base Certificate
                              Fiscal Month Ending ______    Certificate No._____

--------------------------------------------------------------------------------
Accounts Receivable
--------------------------------------------------------------------------------

        A/R Balance per General Ledger (see attached summary) 
        Less Ineligible A/R:
          Returns, Discounts, Claims, Credit and Allowances
          Reserves affecting creditworthiness of Accounts
          Invoices over 90 days past due
          Cross ageing at 50%
          Customer concentrations above limits
          Intercompany or Affiliate receivables
          Offsetting Payables
          International sales
          Other Ineligible (incl. sold to Factor)           _________
               Total Ineligible
        Eligible Accounts Receivable
        A/R Advance Rate
        Accounts Receivable Availability                               =========
                                                                       
--------------------------------------------------------------------------------
Inventory
--------------------------------------------------------------------------------

   Gross Dollar Value of Inventory (FIFO)-see attached summary         _________

   Work In Process-Hosiery     ___________@55%
   Other Work in Process                                               _________
   Less:  Ineligibles                         __________
   Net Other Work in Process           __________ @_______%
   Work in Process Availability                                        
                                                                       =========

   Raw Materials
   Less:  Ineligible
             Unscheduled                                    _________
   Sub-total
   Advance Rate
   Scheduled Raw Material Availability                                 _________
   Unscheduled
   Advanced Rate
   Unscheduled Raw Material Availability                               _________
   Raw Material Availability                                           
                                                                       =========

   Finished Goods
   Less:  Ineligible                                                   _________
   Sub-total
   Advance Rate                                                        _________
   Finished Goods Availability                                         
                                                                       =========

   Less: Reserves for Discontinued and Obsolete Goods                 
                                                                       =========

   Total Inventory Availability (Capped at $40,000M)                   
                                                                       =========


                                       1
<PAGE>

                             Ithaca Industries Inc.
                       Form of Borrowing Base Certificate
                               Fiscal Month Ending ______   Certificate No._____

--------------------------------------------------------------------------------
Total Gross Availability:  Lesser of $65,000M or                        
                                                                        ========
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Revolving Loan Activity
--------------------------------------------------------------------------------

        Beginning Balance (ending balance last report)
        Less:  Transfers to Loan Account
        Plus:  Advances from _____ to _____
        Plus/Minus Adjustments                                         _________
        Ending Balance                                                 _________
                                                                       _________

--------------------------------------------------------------------------------
Availability
--------------------------------------------------------------------------------

        Calculated Availability
        Plus:  Foreign Letter of Credit Amount_________________@55%
        Less:  Ending Revolv. Loan Balance
               Letter of Credit Reserve
               Other                                                   _________
   
     Net Availability                                                  =========

I, the undersigned, Chief Financial Officer of Ithaca Industries, Inc., do
hereby certify that the computation of the Borrowing Base Certificate set forth
complies with all applicable provisions of the Loan and Security Agreement dated
as of (as amended and restated from time to time) between Ithaca Industries,
Inc. ("Borrower"), the financial institutions party thereto and NationsBank
N.A., as Agent. The data has been prepared from the books and records of the
Borrower in accordance with GAAP and is true and correct as of the date first
above written.

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of __________,
19__.


                                    By  
                                        ------------------------
                                        Richard P. Thrush
                                        Chief Financial Officer


                                           2
<PAGE>

                                    EXHIBIT C

                     FORM OF OPINION OF COUNSEL FOR BORROWER

                       [Letterhead of Counsel to Borrower]

                                 February , 1998


To the Agent, the Syndication
Agent, the Arranger, and the Lenders
Party to the Loan Agreement
Described Below

Ladies and Gentlemen:

            We have acted as general counsel to Ithaca Industries, Inc., a
Delaware corporation ("Borrower"), in connection with the closing of the
transactions contemplated by the Loan and Security Agreement dated as of
February , 1998 (the "Loan Agreement") among Borrower, the lenders party thereto
from time to time (the "Lenders"), NationsBank, N.A., as agent for the Lenders
(together with its successors and assigns, the "Agent"), and NationsBanc
Montgomery Securities LLC, as syndication agent (the "Syndication Agent") and
arranger (the "Arranger"). Capitalized terms used herein, unless otherwise
indicated, have the meanings indicated in the Loan Agreement.

            In our capacity as counsel to Borrower, we have examined executed
copies of the following documents (the "Financing Documents"):

            (i) the Loan Agreement;

            (ii) the Revolving Credit Notes;

            (iii) the Term Notes;

            (iv) the Intercreditor Agreement;

            (v) the Acquisition Documents Assignment;

            (vi) the Mortgages described on Schedule 1 attached hereto;

            (vii) the Environmental Indemnity Agreement;

            (viii) the Trademark Assignment;

            (ix) the Patent Assignment;
<PAGE>

            (x) the Stock Pledge Agreement;

            (xi) the Agency Account Agreements; and

            (xii) the Financing Statements described on Schedule 2 attached
      hereto.

            In so acting, we have examined each of the Financing Documents and
originals or photostatic or certified copies of all such agreements, records,
communications, instruments, certificates of public officials, certificates of
officers of Borrower, financing statements, public records and such other
documents as we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.

            Based upon the foregoing, we are of the opinion that:

            (a) Borrower is a corporation, duly organized, validly existing and
in good standing under the laws of its state of incorporation, and has all
requisite power and authority, corporate or otherwise to conduct its business,
to own and operate its properties, and to execute, deliver, and perform all of
its obligations under the Financing Documents. Borrower is duly qualified,
licensed or domesticated and in good standing as a foreign corporation duly
authorized to do business in all jurisdictions in which the character of its
properties owned or the nature of its activities conducted makes such
qualification, licensing or domestication necessary.

            (b) The execution, delivery, and performance by Borrower of the
Financing Documents have been duly authorized by all necessary action, whether
corporate or otherwise, and do not and will not (a) require any consent or
approval of shareholders of Borrower or violate the articles of incorporation or
by-laws of Borrower, (b) violate any provision of any applicable law, rule,
regulation or, to the best of our knowledge, any order, writ, judgment,
injunction, decree, determination or award of any court, arbitrator or
governmental department, commission, board, bureau, agency or other
instrumentality, domestic or foreign, (c) result, to the best of our knowledge,
in breach of or constitute a default under any indenture or loan or credit
agreement or any other agreement, lease or instrument to which Borrower is a
party or by which it or its properties may be bound or affected or (d) result
in, or require, to the best of our knowledge, the creation or imposition of any
mortgage, deed of trust, pledge, lien, security interest or other charge or
encumbrance of any nature upon or with respect to any of the properties now
owned or hereafter acquired by Borrower. To the best of our knowledge, except as
set forth in the Loan Agreement, Borrower is not in violation of any provision
of any of the items described in (b) above or in default under any provision of
any of the items described in (c) above.

            (c) Except for the filing of the Financing Statements and recording
of the Mortgages in the appropriate offices, no authorization, consent,
approval, license, exemption of, or filing or registration with any court or
governmental department, commission, board, agency or other instrumentality, is
or will be necessary as a


                                      2
<PAGE>

condition to the validity or enforceability of the Financing Documents or the
exercise by the Agent or the Lenders of their respective rights thereunder.

            (d) The Financing Documents have each been duly executed and
delivered to you by Borrower.

            (e) To the best of our knowledge, except as set forth on Schedule
7.1(k) to the Loan Agreement, there are no actions, suits or proceedings pending
or threatened against or affecting Borrower or any of its Subsidiaries, or the
properties of Borrower or any of its Subsidiaries, before any court, arbitrator
or governmental department, commission, board, bureau, agency or other
instrumentality, state, federal or foreign, which, if determined adversely to
Borrower or any of its Subsidiaries, would have a Materially Adverse Effect.

            (f) The fees, charges and interest to be paid by Borrower under the
Financing Documents are not usurious under Applicable Law, whether or not any
usury savings clause in the Notes or other Financing Documents limiting the
payment or retention of interest is effective.

            (g) Borrower is not subject to regulation under the Investment
Company Act of 1940, as amended, the Public Utility Holding Company Act of 1935,
as amended, the Federal Power Act, or the Interstate commerce Act, or any other
federal, state or local law, rule or regulation which materially limits
Borrower's to incur indebtedness or to consummate the transactions contemplated
by the Loan Agreement.

            (h) To our knowledge, Borrower has not received any notice to the
effect that it is not in full compliance with any of the requirements of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the
regulations promulgated thereunder and, to the best of our knowledge, there
exists no event described in Section 4043 of ERISA, excluding Subsections
4043(b)(2) and 4043(b)(3) thereof.

            (i) None of the transactions contemplated in the Loan Agreement
(including without limitation, the use of the proceeds of the Loans made to
Borrower thereunder) will violate or result in the violation of Section 7 of the
Securities Exchange Act of 1934, as amended, or any regulations issued pursuant
thereto, including, without limitation, Regulations G, T, U, or X of the Board
of Governors of the Federal Reserve System, 12 C.F.R., ss.ss. 207, 220, 221 and
224, respectively.

            This opinion letter may be relied upon by you and your counsel only
in connection with the transactions contemplated by the Financing Documents.
This opinion letter may not be relied upon by any other Person, other than
Persons that become Lenders after the date hereof.


                                             Very truly yours,


                                       3
<PAGE>

                                            -------------------------------
                                             [         ], a partner


                                       4
<PAGE>

                                   Schedule 1

                                [List Mortgages]
<PAGE>

                                   Schedule 2

                                [Filing Offices]
<PAGE>

                                    EXHIBIT C

                 FORM OF OPINION OF NORTH/SOUTH CAROLINA COUNSEL
                                  FOR BORROWER

            [Letterhead of North/South Carolina Counsel to Borrower]

                                 February ____, 1998

To the Agent, the Syndication
Agent, the Arranger, and the Lenders
Party to the Loan Agreement
Described Below

Ladies and Gentlemen:

            We have acted as local North/South Carolina counsel to Ithaca
Industries, Inc., a Delaware corporation ("Borrower"), in connection with the
closing of the transactions contemplated by the Loan and Security Agreement
dated as of February , 1998 (the "Loan Agreement") among Borrower, the lenders
party thereto from time to time (the "Lenders"), NationsBank, N.A., as agent for
the Lenders (together with its successors and assigns, the "Agent"), and
NationsBanc Montgomery Securities LLC, as syndication agent (the "Syndication
Agent") and arranger (the "Arranger"). Capitalized terms used herein, unless
otherwise indicated, have the meanings indicated in the Loan Agreement.

            In our capacity as local North/South Carolina counsel to Borrower,
we have examined executed copies of the following documents (the "Financing
Documents"):

            (i)   the Loan Agreement;

            (ii)  the Revolving Credit Notes;

            (iii) the Term Notes;

            (iv)  the Intercreditor Agreement;

            (v)   the Acquisition Documents Assignment;

            (vi)  the Mortgages described on Schedule 1 attached hereto (the
"North/South Carolina Mortgages");

            (vii) the Environmental Indemnity Agreement;
<PAGE>

            (viii) the Trademark Assignment;

            (ix) the Patent Assignment;

            (x) the Stock Pledge Agreement;

            (xi) the Agency Account Agreements;

            (xii) the Financing Statements executed by Borrower with respect to
fixtures on form UCC-1 under the Uniform Commercial Code as in effect in the
State of North/South Carolina (the "UCC") for filing in the office(s) listed on
Schedule 2 attached hereto (the "Fixture Financing Statements"); and

            (xiii) the Financing Statements executed by Borrower with respect to
personal property on form UCC-1 under the UCC for filing in the office(s) listed
on Schedule 3 attached hereto (the "Personal Property Financing Statements").

            In so acting, we have examined each of the Financing Documents and
originals or photostatic or certified copies of all such agreements, records,
communications, instruments, certificates of public officials, certificates of
officers of Borrower, financing statements, public records and such other
documents as we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.

            Based upon the foregoing, we are of the opinion that:

            (a) The execution, delivery, and performance by Borrower of the
Financing Documents do not and will not violate any provision of any applicable
law, rule or regulation.

            (b) Except for the filing of the Financing Statements and recording
of the Mortgages as set forth in paragraphs 5 and 7 hereof, no authorization,
consent, approval, license, exemption of, or filing or registration with any
court or governmental department, commission, board, agency or other
instrumentality, is or will be necessary as a condition to the validity or
enforceability of the Financing Documents or the exercise by the Agent or the
Lenders of their respective rights thereunder.

            (c) The fees, charges and interest to be paid by Borrower under the
Financing Documents are not usurious under applicable law, whether or not any
usury savings clause in the Notes or other Financing Documents limiting the
payment or retention of interest is effective.

            (d) Each of the North/South Carolina Mortgages and Fixture Financing
Statements constitutes the legal, valid and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms. Each of the other
Financing Documents (the "Georgia Financing Documents") provides that it will be
governed by the laws of the State of Georgia. In any action or proceeding
arising out of the Georgia Financing


                                        2
<PAGE>

Documents in any court of the State of North/South Carolina or federal court
sitting in the State of North/South Carolina, such court would recognize and
give effect to such choice of Georgia law, including all such laws relating to
interest and usury, unless application of Georgia law would violate the public
policy of the State of North/South Carolina. Notwithstanding the foregoing, if a
court of the State of North/South Carolina or a federal court sitting in the
State of North/South Carolina were to apply the laws of the State of North/South
Carolina to the Financing Documents, each of the Financing Documents would
constitute the legal, valid and binding obligation of Borrower, enforceable
against Borrower in accordance with its terms.

            (e) Each of the North/South Carolina Mortgages is in appropriate
form for recording as a deed of trust in the land records of the county in which
the property described therein is satisfied and is sufficient, as to form, to
create the encumbrance and security interest it purports to create in the real
property, including fixtures, described in such North/South Carolina Mortgage.
Upon the recording of the North/South Carolina Mortgages in the offices set
forth on Schedule 1 attached hereto, the filing of the Fixture Financing
Statements in the offices set forth on Schedule 2 attached hereto, and the
payment of the applicable filing fees and taxes described on Schedule 4 attached
hereto, the security interest created under the North/South Carolina Mortgages
in the real property, including fixtures, described therein will be a perfected
security interest.

            (f) The Loan Agreement creates in favor of the Agent, for the
benefit of the Secured Creditors, a valid security interest in all right, title
and interest of Borrower in and to those items and types of Collateral described
in the Loan Agreement in which a security interest may be created under Article
9 of the UCC (the "UCC Collateral").

            (g) Upon the filing of the Personal Property Financing Statements in
the offices set forth on Schedule 3 attached hereto, and the payment of the
applicable filing fees described on Schedule 4 attached hereto, the security
interest created under the Loan Agreement in the UCC Collateral will be a
perfected security interest.

            (h) Neither the Agent nor any of the Lenders is required, solely by
reason of the transactions contemplated by the Financing Documents, to qualify
to do business in the State of North/South Carolina or to pay any taxes to the
State of North/South Carolina or any instrumentality thereof (other than the
recording taxes described in Schedule 3 attached hereto). The transactions
contemplated by the Financing Documents will not cause the Agent or any of the
Lenders to be subject to any "doing business" laws, rules or regulations of the
State of North/South Carolina and will not obligate the Agent or any of the
Lenders to report to any governmental agency of the State of North/South
Carolina or any political subdivision thereof.

            (i) Except as set forth on Schedule 4 attached hereto, no recording
taxes, stamp taxes, intangibles taxes or other fees, charges or taxes are
required to be paid in connection with the Financing Documents or the recording
thereof.


                                       3
<PAGE>

            This opinion letter may be relied upon by you and your counsel only
in connection with the transactions contemplated by the Financing Documents.
This opinion letter may not be relied upon by any other Person, other than
Persons that become Lenders after the date hereof.

                                             Very truly yours,


                                            -------------------------------
                                             [         ], a partner


                                        4
<PAGE>

                                   Schedule 1

                                [List Mortgages]
<PAGE>

                                   Schedule 2

                [Filing Offices for Fixture Financing Statements]
<PAGE>

                                   Schedule 3

           [Filing Offices for Personal Property Financing Statements]


                                       8
<PAGE>

                                   Schedule 4

                                 [Fees / Taxes]
<PAGE>

                                    EXHIBIT C

                 FORM OF OPINION OF GEORGIA COUNSEL FOR BORROWER

                   [Letterhead of Georgia Counsel to Borrower]

                                 February , 1998

To the Agent, the Syndication
Agent, the Arranger, and the Lenders
Party to the Loan Agreement
Described Below

Ladies and Gentlemen:

            We have acted as local Georgia counsel to Ithaca Industries, Inc., a
Delaware corporation ("Borrower"), in connection with the closing of the
transactions contemplated by the Loan and Security Agreement dated as of
February , 1998 (the "Loan Agreement") among Borrower, the lenders party thereto
from time to time (the "Lenders"), NationsBank, N.A., as agent for the Lenders
(together with its successors and assigns, the "Agent"), and NationsBanc
Montgomery Securities LLC, as syndication agent (the "Syndication Agent") and
arranger (the "Arranger"). Capitalized terms used herein, unless otherwise
indicated, shall have the meanings indicated in the Loan Agreement.

            In our capacity as local Georgia counsel to Borrower, we have
examined executed copies of the following documents (the "Financing Documents"):

            (i)   the Loan Agreement;

            (ii)  the Revolving Credit Notes;

            (iii) the Term Notes;

            (iv)  the Intercreditor Agreement;

            (v)   the Acquisition Documents Assignment;

            (vi)  the Mortgages described on Schedule 1 attached hereto (the
"Georgia Mortgages");

            (vii) the Environmental Indemnity Agreement;

            (viii) the Trademark Assignment;
<PAGE>

            (ix)  the Patent Assignment;

            (x)   the Stock Pledge Agreement;

            (xi)  the Agency Account Agreements;

            (xii) the Financing Statements executed by Borrower with respect to
fixtures on forms UCC-1 and UCC-2 under the Uniform Commercial Code as in effect
in the State of Georgia (the "UCC") for filing in the office(s) listed on
Schedule 2 attached hereto (the "Fixture Financing Statements"); and

            (xiii) the Financing Statements executed by Borrower with respect to
personal property on form UCC-1 under the UCC for filing in the office(s) listed
on Schedule 3 attached hereto (the "Personal Property Financing Statements").

            In so acting, we have examined each of the Financing Documents and
originals or photostatic or certified copies of all such agreements, records,
communications, instruments, certificates of public officials, certificates of
officers of Borrower, financing statements, public records and such other
documents as we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.

            Based upon the foregoing, we are of the opinion that:

            (a) The execution, delivery, and performance by Borrower of the
Financing Documents do not and will not violate any provision of any applicable
law, rule or regulation.

            (b) Except for the filing of the Financing Statements and recording
of the Mortgages as set forth in paragraphs 5 and 7 hereof, no authorization,
consent, approval, license, exemption of, or filing or registration with any
court or governmental department, commission, board, agency or other
instrumentality, is or will be necessary as a condition to the validity or
enforceability of the Financing Documents or the exercise by the Agent or the
Lenders of their respective rights thereunder.

            (c) The fees, charges and interest to be paid by Borrower under the
Financing Documents are not usurious under applicable law, whether or not any
usury savings clause in the Notes or other Financing Documents limiting the
payment or retention of interest is effective.

            (d) Each of the Financing Documents constitutes the legal, valid and
binding obligation of Borrower, enforceable against Borrower in accordance with
its terms.

            (e) Each of the Georgia Mortgages is in appropriate form for
recording as a deed to secure debt in the land records of the county in which
the property described therein is situated and is sufficient, as to form, to
create the


                                       2
<PAGE>

encumbrance and security interest it purports to create in the real property,
including fixtures, described in such Georgia Mortgage. Upon the recording of
the Georgia Mortgages in the offices set forth on Schedule 1 attached hereto,
the filing of the Fixture Financing Statements in the offices set forth on
Schedule 2 attached hereto, and the payment of the applicable filing fees and
taxes described on Schedule 4 attached hereto, the security interest created
under the Georgia Mortgages in the real property, including fixtures, described
therein will be a perfected security interest.

            (f) The Loan Agreement creates in favor of the Agent, for the
benefit of the Secured Creditors, a valid security interest in all right, title
and interest of Borrower in and to those items and types of Collateral described
in the Loan Agreement in which a security interest may be created under Article
9 of the UCC (the "UCC Collateral").

            (g) Upon the filing of the Personal Property Financing Statements in
the offices set forth on Schedule 3 attached hereto, and the payment of the
applicable filing fees described on Schedule 4 attached hereto, the security
interest created under the Loan Agreement in the UCC Collateral will be a
perfected security interest.

            (h) The provisions of the Trademark Assignment create a valid
security interest in favor of the Agent, for the benefit of the Secured
Creditors, in the U.S. registered trademarks and trademark applications set
forth on Schedule A to the Trademark Assignment, and, to the extent that the
trademark laws of the United States are applicable thereto, such security
interests will be effective against third parties as of the date hereof upon
recordation of the Trademark Assignment with the United States Patent and
Trademark Office.

            (i) The provisions of the Patent Assignment create a valid security
interest in favor of the Agent, for the benefit of the Secured Creditors, in the
U.S. registered patents and patent applications set forth on Schedule A to the
Patent Assignment, and, to the extent that the patent laws of the United States
are applicable thereto, such security interests will be effective against third
parties as of the date hereof upon recordation of the Patent Assignment with the
United States Patent and Trademark Office.

            (j) The execution and delivery of the Stock Pledge Agreement creates
a valid lien on and a security interest in the "Pledge Collateral" (as such term
is defined in the Stock Pledge Agreement) which was duly perfected by the
delivery of the stock certificates evidencing the Borrower's ownership of the
Pledged Securities to the Agent. Assuming that the Agent has acquired its
security interest in the Pledged Securities in good faith and without notice of
any adverse claim, the Agent's security interest in the Pledged Securities will
not be subject to any adverse claim.

            (k) The pledge of the Pledged Securities to the Agent by the
Borrower pursuant to the Stock Pledge Agreement will not violate or result in
the violation of


                                       3
<PAGE>

Section 5 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereto, or any blue sky or similar state laws
applicable thereto.


            (l) Neither the Agent nor any of the Lenders is required, solely by
reason of the transactions contemplated by the Financing Documents, to qualify
to do business in the State of Georgia or to pay any taxes to the State of
Georgia or any instrumentality thereof (other than the recording taxes described
in Schedule 3 attached hereto). The transactions contemplated by the Financing
Documents will not cause the Agent or any of the Lenders to be subject to any
"doing business" laws, rules or regulations of the State of Georgia and will not
obligate the Agent or any of the Lenders to report to any governmental agency of
the State of Georgia or any political subdivision thereof.

            (m) Except as set forth on Schedule 4 attached hereto, no recording
taxes, stamp taxes, intangibles taxes or other fees, charges or taxes are
required to be paid in connection with the Financing Documents or the recording
thereof.

            This opinion letter may be relied upon by you and your counsel only
in connection with the transactions contemplated by the Financing Documents.
This opinion letter may not be relied upon by any other Person, other than
Persons that become Lenders after the date hereof.

                                             Very truly yours,


                                            -------------------------------
                                             [         ], a partner


                                        4
<PAGE>

                                   Schedule 1

                                [List Mortgages]
<PAGE>

                                   Schedule 2

                [Filing Offices for Fixture Financing Statements]
<PAGE>

                                   Schedule 3

           [Filing Offices for Personal Property Financing Statements]


                                       8
<PAGE>

                                   Schedule 4

                                 [Fees / Taxes]
<PAGE>

                                    EXHIBIT D
                        FORM OF ASSIGNMENT AND ACCEPTANCE

                          ___________________, Assignee

                        Dated: _____________ ____, ______

            Reference is made to the Loan and Security Agreement, dated as of
March __, 1998 (as amended to the date hereof, the "Loan Agreement"), by and
among ITHACA INDUSTRIES, INC., a Delaware corporation (the "Borrower"), the
lenders party to the Loan Agreement from time to time (the "Lenders"),
NATIONSBANK, N.A., a national banking association, as agent for the Lenders (the
"Agent"), BANKAMERICA BUSINESS CREDIT, INC., as documentation agent, and
NATIONSBANC MONTGOMERY SECURITIES LLC, as syndication agent and arranger. Terms
used herein that are defined in the Loan Agreement are used with the meanings
therein ascribed to them.

            ____________________________ (the "Assignor") and _______________
_________________ (the "Assignee") agree as follows:

            1. The Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes from the Assignor, without recourse
(except with respect to any representation of the Assignor expressly set forth
herein or in the Loan Agreement), an interest in and to such of the Assignor's
rights and obligations as a Lender under the Loan Agreement as of the Effective
Date (as hereinafter defined) as represent a _____% interest in and to the
Assignor's Commitment as of the Effective Date and all of the outstanding rights
and obligations of the Assignor thereunder (including, without limitation, such
percentage interest in the Loans owing to the Assignor outstanding on the
Effective Date, and such percentage interest in the Notes owing to the
Assignor). The Assignee shall have no interest in any interest that is payable
with respect to a period prior to the Effective Date.

            2. The Assignor (i) represents that as of the date hereof, its
Commitment under the Loan Agreement is $_____________, the outstanding balance
of its Revolving Credit Loans is $_____________, the outstanding balance of its
Term Loan is $___________, and the aggregate amount of its interest in Letter of
Credit Amounts is $____________ (in each case unreduced by any assignments
thereof which have not yet become effective); (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Loan Agreement
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Agreement or any other instrument or document furnished
pursuant thereto, other than that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear
of any adverse claim, lien or encumbrance; and (iii) makes no representation or
warranty and assumes no responsibility with respect to the financial condition
<PAGE>

of the Borrower or any other Person or the performance or observance by the
Borrower or any other Person of any of its obligations under the Loan Agreement
or any other Loan Documents.

3. The Assignee (i) represents and warrants that it is legally authorized to
enter into this Assignment and Acceptance; (ii) confirms that it has received a
copy of the Loan Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 11.1 thereof and such other documents
and information (including a copy of the Intercreditor Agreement) as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (iii) agrees that it will, independently and
without reliance upon the Agent, the Assignor or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Loan Agreement; (iv) confirms that it is an Eligible Assignee; (v) appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under the Loan Agreement as are delegated to the Agent by
the terms thereof, together with such powers as are reasonably incidental
thereto; (vi) agrees that it will perform in accordance with their terms all the
obligations which by the terms of the Loan Agreement are required to be
performed by it as a Lender; and (vii) specifies as its address for notices the
office set forth beneath its name on the signature pages hereof.

            4. The effective date for this Assignment and Acceptance shall be
_____________ ____, ______ (the "Effective Date"). Following the execution of
this Assignment and Acceptance, it will be delivered to the Agent for acceptance
and recording by the Agent.

            5. Upon such acceptance and recording, and the payment to the Agent
of the processing fee described in Section 14.1 of the Loan Agreement, from and
after the Effective Date, (i) the Assignee shall be a party to the Loan
Agreement and, to the extent provided in this Assignment and Acceptance, shall
have the rights and obligations of a Lender thereunder, and (ii) the Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released form its obligations under the Loan Agreement.

            6. Upon such acceptance and recording, from and after the Effective
Date, the Agent shall make all payments in respect of the interest assigned
hereby (including payments of principal, interest, fees and other amounts) to
the Assignee. The Assignor and the Assignee shall make all appropriate
adjustments in payments for periods prior to the Effective Date by the Agent or
with respect to the making of this Assignment and Acceptance directly between
themselves.


                                       2
<PAGE>

            7. This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of Georgia, without
reference to any provision which would render such choice invalid.

                                            ASSIGNOR:


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

                                            ASSIGNEE:


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

                                                Address:




Accepted and agreed to as of the date first written above:

NationsBank, N.A., as Agent


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


ITHACA INDUSTRIES, INC.


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


                                       3
<PAGE>

                                    EXHIBIT E

                            FORM OF SETTLEMENT REPORT

            Pursuant to Section 5.8 of the Loan and Security Agreement dated as
of March __, 1998, as amended, restated, supplemented or otherwise modified
through and including the date hereof (the "Loan Agreement", terms defined in
the Loan Agreement and not otherwise defined herein being used herein as therein
defined), among ITHACA INDUSTRIES, INC., a Delaware corporation, as Borrower,
the lenders party to the Loan Agreement from time to time (the "Lenders"),
NationsBank, N.A., as agent for the Lenders (the "Agent"), BankAmerica Business
Credit, Inc., as documentation agent, and NationsBanc Montgomery Securities LLC,
as syndication agent and arranger, the Agent hereby delivers this report to the
Lenders for the ____________ ____, [199___/20___] Settlement Date.

1.      Principal amount of Revolving Credit
        Loans outstanding as of Settlement
        Date (before settlement)

        (a)       NationsBank, N.A.                  $______________________

        (b)       ___________________                $______________________

        (c)       ___________________                $______________________

        (d)       ___________________                $______________________

        (e)       Total                              $______________________

2.      Principal amount of Revolving 
        Credit Loans outstanding as of
        preceding  Settlement Date 
        (after settlement on such date)

        (a)       NationsBank, N.A.                  $______________________

        (b)       ___________________                $______________________

        (c)       ___________________                $______________________

        (d)       ___________________                $______________________

        (e)       Total                              $______________________


                                        1
<PAGE>

3.      Proportionate Share of outstanding
        Revolving Credit Loans
        of each Lender (line 1(e) x
        Commitment Percentage)

        (a)       NationsBank                        $______________________

        (b)       ___________________                $______________________

        (c)       ___________________                $______________________

        (d)       ___________________                $______________________

        (e)       Total                              $______________________


4.      Excess (shortfall) of each 
        Lender's Commitment 
        Percentage amount over its 
        outstandings

        (a)       NationsBank (line
                  3(a) minus line 1(a)                $______________________



        (b)       _______________ (line)
                  3(b) minus line 1(b)                $______________________


        (c)       ______________ (line)
                  3(c) minus line 1(c)                $______________________


        (d)       ______________ (line)
                  3(d) minus line 1(d)                $______________________


                                        2
<PAGE>

            5. Each Lender for which an excess (a positive dollar amount) is
shown in item 4 shall pay an amount equal to such excess to the Agent, for
payment by the Agent to each Lender for which a shortfall (a negative dollar
amount) is shown in item 4 to the extent of such shortfall.


                                       NATIONSBANK, N.A., as Agent


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


                                       4
<PAGE>

                                    EXHIBIT F
                          FORM OF OFFICER'S CERTIFICATE
                             Ithaca Industries, Inc.

            The undersigned, ___________________, the _______________ of Ithaca
Industries, Inc. (the "Company"), pursuant to that certain Loan and Security
Agreement dated as of March ___, 1998 (as amended from time to time, the
"Agreement"), among the Company, the lenders from time to time party thereto
(the "Lenders"), NationsBank, N.A., as agent for the Lenders (the "Agent"),
NationsBanc Montgomery Securities LLC, as syndication agent and arranger, and
BankAmerica Business Credit, Inc., as documentation agent, does hereby certify
in the name and on behalf of the Company to the Agent and the Lenders pursuant
to Section 11.3 of the Agreement that as of the date of this Certificate:

            (a) based on a reasonably diligent examination, no Default or Event
of Default exists [or, if a Default or Event of Default exists: set forth on
Annex B attached hereto is complete and accurate information specifying the
Default or Event of Default, when it occurred, whether it is continuing and the
steps being taken by the Company with respect to such Default or Event of
Default]; and

            (b) the information set forth on Annex A attached hereto is complete
and accurate.

            Unless defined herein, capitalized terms used herein shall have the
meanings set forth in the Agreement.

            IN WITNESS WHEREOF, the undersigned has executed and delivered this
certificate in the name and on behalf of the Company as of __________________,
____.

                                    ITHACA INDUSTRIES, INC.          
                                    
                                    
                                    By:
                                        ------------------------
                                        Name:
                                             -------------------
                                        Title:
                                             -------------------
<PAGE>

                                        ANNEX A

                            Financial Covenant Calculations

        As at [fiscal quarter] [fiscal year] ended on _________, [19/20] _____:

Section 12.1(a)
Minimum Consolidated Tangible Net Worth Requirement                $_________
Actual Consolidated Tangible Net Worth                             $_________

Section 12.1(b)
Minimum Consolidated Operating Cash Flow Requirement(1)            $7,500,000
Actual Consolidated Operating Cash Flow                            $_________


Section 12.1(c)
Minimum Consolidated Fixed Charge Coverage
Ratio Requirement(2)                                                 ___ to 1
                 - 

Adjusted Consolidated Operating Cash Flow   =    Consolidated Operating
                                                 Cash Flow minus Unfunded
                                                 Capital Expenditures (other
                                                 than Unfunded Capital
                                                 Expenditures consisting of
                                                 capitalized Enterprise
                                                 Resource Planning
                                                 expenditures) minus cash
                                                 dividends paid minus cash
                                                 taxes paid

Consolidated Operating Cash Flow            =    $                       , minus
                                                  -----------------------
Cash Taxes Paid                             =    $                       , minus
                                                  -----------------------
Unfunded Capital Expenditures               =    $                       , minus
                                                  -----------------------
Cash Dividends Paid                         =    $
                                                  -----------------------

Adjusted Consolidated Operating Cash Flow   =    $
                                                  -----------------------

Consolidated Fixed Charges                  =    cash Interest Expense 
                                                 (excluding the Agent's
                                                 annual $75,000 fee) plus 
                                                 scheduled payments of
                                                 principal

Cash Interest Expense                       =    $                       , plus
                                                  -----------------------
Scheduled payments of principal             =    $

Consolidated Fixed Charges                  =    $

--------
(1)     Measured only as of the end of the second fiscal quarter of fiscal year
        1999 on a fiscal year to date basis.
(2)     Calculated on a rolling four-quarter basis, except for calculations as
        of the end of the third fiscal quarter of fiscal year 1999, which shall
        be on a year to date basis.
<PAGE>

Actual Consolidated Fixed Charge Coverage
        Ratio                                =     $       to $      (__ to 1)
                                                    ------     ------           
                                                   
Section 12.1(d)
Maximum Consolidated Funded Indebtedness to
Consolidated Operating Cash Flow Ratio Requirement                       __ to 1

Consolidated Funded Indebtedness             =     all Indebtedness under the 
                                                   Agreement plus all 
                                                   Indebtedness under the Second
                                                   Lien Senior Secured Facility 
                                                   plus all other Indebtedness 
                                                   for Money Borrowed of the 
                                                   Borrower and its
                                                   Consolidated Subsidiaries

Indebtedness under the Agreement             =     $          , plus
                                                   -----------
Indebtedness under the Second Lien
   Senior Secured Facility                   =     $          , plus
                                                   -----------
All other Indebtedness for Money Borrowed    =     $
                                                   -----------
Consolidated Funded Indebtedness             =     $
                                                   -----------

Consolidated Operating Cash Flow(3)          =     $
                                                   -----------
Actual Consolidated Funded
  Indebtedness to Consolidated
  Operating Cash Flow ratio                  =     $          to $     (__ to 1)
                                                   -----------   ------
                                             

Section 12.2(e)
Maximum Permitted Purchase Money Indebtedness
  and Capitalized Lease Obligations Requirement                      $10,000,000

Actual Permitted Purchase Money Indebtedness =     $         , plus
                                                   -----------
Actual Capitalized Lease Obligations         =     $
                                                   -----------
Actual Permitted Purchase Money
  Indebtedness and Capitalized Lease Obligations                     $
                                                                     -----------

Section 12.2(g)
Maximum other unsecured Indebtedness                                 $ 1,000,000
Actual other unsecured Indebtedness                                  $
                                                                     -----------
--------
(3)     Calculated on an annualized fiscal year to date basis as of the end of
        the second and third fiscal quarters for fiscal year 1999 and on a
        rolling four-quarter basis for all calculations thereafter.


                                       2
<PAGE>

Section 12.5(4)
Maximum fiscal year Capital Expenditures Requirement                 $
                                                                     -----------

Actual fiscal year Capital Expenditures                              $
                                                                     -----------

Section 12.6(b)(5)
Maximum Restricted Dividend Payments,
  Restricted Payments and Restricted Purchases (10% of Excess
  Cash Flow)                                                         $
                                                                     -----------
Actual Restricted Dividend Payments,
  Restricted Payments and Restricted Purchases                       $
                                                                     -----------
Section 12.6(c)(6)
Maximum repurchase of stock or options owned by the Company's
  terminated employees                                               $   250,000
Actual repurchase of stock or options owned by the Company's
  terminated employees                                               $
                                                                     -----------

Section 12.10
See calculation for Section 12.2(e)

Section 12.11
Maximum annual rental payable under all Operating
  Leases of the Borrower and its Subsidiaries Requirement            $15,000,000
Actual annual rental payable under all Operating
  Leases of the Borrower and its Subsidiaries                        $
                                                                     -----------
Section 12.14
Minimum Availability                                                 $ 5,000,000
Actual Availability                                                  $
                                                                     -----------

--------
(4)   Measured only on a fiscal year basis. 

(5)   Measured only on a fiscal year basis. 

(6)   Measured only on a fiscal year basis.


                                       3
<PAGE>

                                     ANNEX B

                           Defaults/Events of Default