CREDIT AGREEMENT

                    Dated as of May 15, 1997

                              among

                       TULTEX CORPORATION,

                          as Borrower,

                               AND

            CERTAIN SUBSIDIARIES AND RELATED PARTIES,

                as Guarantors and Credit Parties,

                  THE BANKS IDENTIFIED HEREIN,

                     CORESTATES BANK, N.A.,

                               AND

             FIRST UNION NATIONAL BANK OF VIRGINIA,

                          as Co-Agents,

                               AND

                       NATIONSBANK, N.A.,

                     as Administrative Agent





























                        TABLE OF CONTENTS



SECTION 1  DEFINITIONS AND ACCOUNTING TERMS                     1
     1.01  Definitions.                                         1
     1.02  Computation of Time Periods.                        21
     1.03  Accounting Terms.                                   21

SECTION 2  CREDIT FACILITIES                                   21
     2.01  Revolving Loan Commitment.                          21
     2.02  Committed Revolving Loan Advances.                  22
     2.03  Conversion.                                         24
     2.04  Repayment of the Committed Revolving Loans.         24
     2.05  Interest on Committed Revolving Loans.              24
     2.06  Committed Revolving Notes.                          25
     2.07  Letter of Credit Subfacility.                       25
     2.08  Swingline Loan Subfacility.                         30
     2.09  Conditions of Lending.                              33
     2.10  Termination of Commitments.                         34
     2.11  Fees.                                               34
     2.12  Prepayments.                                        35
     2.13  Increased Costs, Illegality, etc.                   36
     2.14  Capital Adequacy.                                   37
     2.15  Compensation.                                       38
     2.16  Net Payments.                                       38
     2.17  Indemnification; Nature of Issuing Bank's Duties.   39
     2.18  Change of Lending Office.                           40
     2.19  Payments and Computations.                          41
     2.20  Pro Rata Treatment.                                 42
     2.21  Set-Off; Sharing of Payments.                       42
     2.22  Determination as a Highly Leveraged Transaction.    43

SECTION 3  GUARANTEE                                           44
     3.01  The Guarantee.                                      44
     3.02  Obligations Unconditional.                          44
     3.03  Reinstatement.                                      45
     3.04  Certain Additional Waivers.                         46
     3.05  Remedies.                                           46
     3.06  Continuing Guarantee.                               46
     3.07  Limitation of Guarantee.                            46

SECTION 4  CONDITIONS PRECEDENT TO LOANS AND LETTERS OF
         CREDIT                                               47
     4.01  Conditions to Closing.                              47
     4.02  Conditions to Initial Extensions of Credit.         47














SECTION 5  REPRESENTATIONS AND WARRANTIES                      48
     5.01  Organization and Good Standing.                     48
     5.02  Due Authorization.                                  49
     5.03  No Conflicts.                                       49
     5.04  Consents.                                           49
     5.05  Enforceable Obligations.                            49
     5.06  Financial Condition.                                49
     5.07  No Default.                                         50
     5.08  Liens.                                              50
     5.09  Indebtedness.                                       50
     5.10  Litigation.                                         50
     5.11  Material Agreements.                                50
     5.12  Taxes.                                              51
     5.13  Compliance with Law.                                51
     5.14  ERISA.                                              51
     5.15  Subsidiaries.                                       51
     5.16  Use of Proceeds; Margin Stock.                      51
     5.17  Government Regulation.                              52
     5.18  Hazardous Substances.                               52
     5.19  Patents, Franchises, etc.                           52
     5.20  Solvency.                                           53
     5.21  Investments.                                        53

SECTION 6  AFFIRMATIVE COVENANTS                               53
     6.01  Information Covenants.                              53
     6.02  Preservation of Existence and Franchises.           55
     6.03  Books, Records and Inspections.                     56
     6.04  Compliance with Law.                                56
     6.05  Payment of Taxes and Other Indebtedness.            56
     6.06  Insurance.                                          56
     6.07  Maintenance of Property.                            57
     6.08  Performance of Obligations.                         57
     6.09  ERISA.                                              57
     6.10  Use of Proceeds.                                    57
     6.11  Financial Covenants.                                58
     6.12  Additional Subsidiaries.                            58

SECTION 7  NEGATIVE COVENANTS                                  59
     7.01  Indebtedness.                                       59
     7.02  Liens.                                              60
     7.03  Guaranty Obligations.                               60
     7.04  Nature of Business.                                 60
     7.05  Consolidation, Merger, Sale or Purchase of Assets,
     etc.                                                      60
     7.06  Advances, Investments and Loans.                    61
     7.07  Prepayments of Indebtedness, etc.                   61
     7.08  Transactions with Affiliates.                       62
     7.09  Ownership of Subsidiaries.                          63
     7.10  Fiscal Year.                                        63

SECTION 8  EVENTS OF DEFAULT                                   63
     8.01  Events of Default.                                  63
     8.02  Acceleration; Remedies.                             65







SECTION 9  AGENCY PROVISIONS                                   66
     9.01  Appointment.                                        66
     9.02  Delegation of Duties.                               67
     9.03  Exculpatory Provisions.                             67
     9.04  Reliance on Communications.                         68
     9.05  Notice of Default.                                  68
     9.06  Non-Reliance on Agents and Other Banks.             68
     9.07  Indemnification.                                    69
     9.08  Agents in their Individual Capacity.                69
     9.09  Successor Agent.                                    70

SECTION 10  MISCELLANEOUS                                      70
     10.01  Notices.                                           70
     10.02  Right of Set-Off.                                  71
     10.03  Benefit of Agreement.                              72
     10.04  No Waiver; Remedies Cumulative.                    73
     10.05  Payment of Expenses, etc.                          73
     10.06  Amendments, Waivers and Consents.                  74
     10.07  Counterparts.                                      74
     10.08  Headings.                                          75
     10.09  Survival of Indemnification.                       75
     10.10  Governing Law; Submission to Jurisdiction; Venue.  75
     10.11  Severability.                                      76
     10.12  Entirety.                                          76
     10.13  Survival of Representations and Warranties.        76
     


































                        CREDIT AGREEMENT


      THIS CREDIT AGREEMENT dated as of May 15, 1997 (the "Credit
Agreement"),  is  by  and  among TULTEX CORPORATION,  a  Virginia
corporation (the "Borrower"), each of the corporations identified
as  a  "Guarantor"  on  the signature pages  hereto  (hereinafter
sometimes   referred  to  individually  as  a   "Guarantor"   and
collectively as the "Guarantors"), the various banks and  lending
institutions  identified on the signature pages  hereto  (each  a
"Bank" and collectively, the "Banks"), CORESTATES BANK, N.A.  and
FIRST  UNION  NATIONAL BANK OF VIRGINIA, as  co-agents  (in  such
capacity,   the   "Co-Agents")   and   NATIONSBANK,   N.A.,    as
administrative  agent  for  the  Banks  (in  such  capacity,  the
"Administrative Agent").

                       W I T N E S S E T H

     WHEREAS, the Borrower has requested that the Banks provide a
$187,000,000  credit  facility for the purposes  hereinafter  set
forth;

      WHEREAS, the Banks have agreed to make the requested credit
facility  available to the Borrower, and the Agents have accepted
their   duties  hereunder,  all  on  the  terms  and   conditions
hereinafter set forth;

      NOW,  THEREFORE, IN CONSIDERATION of the premises and other
good  and valuable consideration, the receipt and sufficiency  of
which  is  hereby  acknowledged,  the  parties  hereto  agree  as
follows:

                            SECTION 1
                                
                DEFINITIONS AND ACCOUNTING TERMS

     1.01  Definitions.

      As used herein, the following terms shall have the meanings
herein  specified unless the context otherwise requires.  Defined
terms herein shall include in the singular number the plural  and
in the plural the singular:

           "Additional  Credit  Party"  means  each  Person  that
     becomes  a  direct  or indirect Material Subsidiary  of  the
     Borrower after the Closing Date.

           "Adjusted  CD Loan" means a Loan which bears  interest
     based on the Adjusted CD Rate.

            "Adjusted  CD Rate" means for the Interest Period  for
     each  Adjusted CD Loan comprising part of the same borrowing
     (including  conversions, extensions  and  renewals),  a  per
     annum interest rate equal to the sum of:

                     (a)  the rate obtained by dividing  (i)
          the   rate   of   interest   determined   by   the
          Administrative  Agent to be the  average  (rounded
          upward  to the nearest whole multiple of 1/100  of
          1%  per  annum,  if such average  is  not  such  a
          multiple) of the consensus bid rate determined  by
          the  Administrative Agent for the  bid  rates  per
          annum,  at  10:00 A.M. (Charlotte, North  Carolina
          time) (or as soon thereafter as is practicable) on
          the   first  day  of  such  Interest  Period,   of
          certificate  of  deposit  dealers  of   recognized
          standing selected by the Administrative Agent  for
          the  purchase  at  face value of  certificates  of
          deposit  in an amount substantially equal  to  the
          Adjusted CD Loan comprising part of such borrowing
          (including  extensions and renewals)  and  with  a
          maturity equal to such Interest Period, by (ii)  a
          percentage  equal to 100% minus  the  Adjusted  CD
          Rate  Reserve  Percentage (as defined  below)  for
          such Interest Period, plus

                     (b)   the  Assessment Rate (as  defined
          below) for such Interest Period.

     As  used  herein, "Adjusted CD Rate Reserve Percentage"  for
     the  Interest  Period for each Adjusted CD  Loan  comprising
     part   of   the   same  borrowing  (including   conversions,
     extensions   and  renewals)  means  the  reserve  percentage
     applicable  on the first day of such Interest  Period  under
     regulations  issued  from  time to  time  by  the  Board  of
     Governors  of the Federal Reserve System (or any  successor)
     for  determining the maximum reserve requirement (including,
     but  not  limited to, any emergency, supplemental  or  other
     marginal  reserve  requirement) for a  member  bank  of  the
     Federal  Reserve  System  in New  York  City  with  deposits
     exceeding  one  billion dollars with respect to  liabilities
     consisting  of  or including (among other liabilities)  U.S.
     dollar nonpersonal time deposits in the United States with a
     maturity  equal  to such Interest Period.   The  "Assessment
     Rate"  for  the  Interest Period for each Adjusted  CD  Loan
     comprising   part   of   the   same   borrowing   (including
     conversions,  extensions  and  renewals)  means  the  annual
     assessment rate estimated by the Administrative Agent on the
     first day of such Interest Period for determining  the  then
     current  annual  assessment payable  by  the  Administrative
     Agent  to the Federal Deposit Insurance Corporation (or  any
     successor)  for  insuring  U.S.  dollar  deposits   of   the
     Administrative Agent in the United States.
           
           "Adjusted  Eurodollar  Rate" means  for  the  Interest
     Period for each Eurodollar Loan comprising part of the  same
     borrowing  (including conversions, extensions and renewals),
     a  per  annum  interest rate equal to the rate  obtained  by
     dividing  (a)  the  rate  of  interest  determined  by   the
     Administrative  Agent to be the average (rounded  upward  to
     the  nearest whole multiple of 1/16 of 1% per annum, if such
     average  is not such a multiple) of the per annum  rates  at
     which   deposits  in  U.S.  dollars  are  offered   to   the
     Administrative Agent in the interbank eurodollar  market  at
     11:00  A.M.  (Charlotte, North Carolina time)  (or  as  soon
     thereafter  as  is practicable), in each case  two  Business
     Days  before  the first day of such Interest Period,  in  an
     amount   substantially   equal  to  such   Eurodollar   Loan
     comprising  part  of such borrowing (including  conversions,
     extensions  and  renewals) and for a period  equal  to  such
     Interest Period by (b) a percentage equal to 100% minus  the
     Adjusted   Eurodollar  Rate  Reserve  Percentage  for   such
     Interest Period.  As used herein, "Adjusted Eurodollar  Rate
     Reserve  Percentage"  for  the  Interest  Period  for   each
     Eurodollar  Loan  comprising  part  of  the  same  borrowing
     (including conversions, extensions and renewals), means  the
     percentage applicable two Business Days before the first day
     of  such Interest Period under regulations issued from  time
     to  time  by  the Board of Governors of the Federal  Reserve
     System  (or  any  successor)  for  determining  the  maximum
     reserve  requirement  (including,  without  limitation,  any
     emergency,   supplemental   or   other   marginal    reserve
     requirement) for a member bank of the Federal Reserve System
     in  New  York  City  with respect to liabilities  or  assets
     consisting of or including eurocurrency liabilities, as such
     term  is  defined in Regulation D (or with  respect  to  any
     other  category  of liabilities which includes  deposits  by
     reference to which the interest rate on Eurodollar Loans  is
     determined) having a term equal to the Interest  Period  for
     which   such  Adjusted  Eurodollar  Reserve  Percentage   is
     determined.

          "Adjusted Federal Funds Rate" means, for any day, a per
     annum  rate  equal  to the rate at which Federal  funds  are
     offered to NationsBank on an overnight basis.

           "Adjusted  Net  Worth"  means,  with  respect  to  any
     Guarantor  as  of  any  date of determination  thereof,  the
     excess  of  (i)  the  amount of the "present  fair  saleable
     value"  of the assets of such Guarantor as of such  date  of
     determination,  over  (ii) the amount of  all  "liabilities,
     contingent or otherwise", of such Guarantor as of such  date
     of  determination,  as such quoted terms are  determined  in
     accordance with applicable Federal and state laws  governing
     determinations of the insolvency of debtors.  In determining
     the  Adjusted  Net Worth of any Guarantor  for  purposes  of
     calculating the Maximum Guaranteed Amount for such Guarantor
     in  respect  of any Extension of Credit, the liabilities  of
     such Guarantor to be used in such determination pursuant  to
     clause  (ii)  of the preceding sentence shall in  any  event
     include  the  liabilities  of such  Guarantor  hereunder  in
     respect of all Extensions of Credit other than the Extension
     of  Credit  in  respect of which such calculation  is  being
     made.
           
           "Administrative Agent" means the administrative  agent
     for  the Banks under this Credit Agreement as identified  in
     the  recital of parties hereinabove, and any successors  and
     assigns in such capacity.

           "Administrative Agent's Fee Letter" means  the  letter
     agreement   dated   as   of  May  14,   1997   between   the
     Administrative Agent and the Borrower, as amended, modified,
     supplemented or replaced from time to time.

           "Affiliate"  means, with respect to  any  Person,  any
     other  Person directly or indirectly controlling  (including
     but  not  limited  to  all directors and  officers  of  such
     Person),  controlled by or under direct or  indirect  common
     control  with  such  Person.  A Person shall  be  deemed  to
     control a corporation if such Person possesses, directly  or
     indirectly,  the  power  (i) to vote  10%  or  more  of  the
     securities having ordinary voting power for the election  of
     directors  of  such corporation or (ii) to direct  or  cause
     direction   of   the   management  and  policies   of   such
     corporation,  whether  through  the  ownership   of   voting
     securities, by contract or otherwise.

           "Agent"  means the Administrative Agent  and  the  Co-
     Agents, individually or collectively, as appropriate.

           "Applicable Percentage" means, initially until receipt
     by  the Administrative Agent of the financial statements for
     the  first  quarter  of  1997 (the  "Initial  Interest  Rate
     Period"),  1.25%  in the case of Committed  Revolving  Loans
     which  are Eurodollar Loans, 1.375% in the case of Committed
     Revolving  Loans which are Adjusted CD Loans, 1.25%  in  the
     case  of Swingline Loans which are Fed Funds Swingline Loans
     and  1.375% in the case of the Standby Letter of Credit Fee,
     and  on  Interest  Determination Dates occurring  after  the
     Initial Interest Rate Period:

                       Applicable
                       Percentage
                       Eurodollar                   
Ratio of Consolidated     Loans                 Standby
         Debt              and                   Letter
          to            Fed Funds  Adjusted CD     of
Consolidated Tangible   Swingline     Loans      Credit
    Capitalization        Loans                     
                                                  Fee
        < 40%             .75%        .875%      .875%
    > 40% to < 50%        1.00%       1.125%     1.125%
    > 50% to < 60%        1.25%       1.375%     1.375%
        $ 60%             1.50%       1.625%     1.625%

     The  appropriate Applicable Percentage shall  be  determined
     and  adjusted annually on the date 5 days after the date  by
     which  the  Borrower  shall have provided  annual  financial
     information  to the Administrative Agent in accordance  with
     the    provisions   of   Section   6.01(a)   (an   "Interest
     Determination  Date"),  such  Applicable  Percentage  to  be
     effective  from such Interest Determination Date  until  the
     next such Interest Determination Date.

          "Bankruptcy Code" means the Bankruptcy Code in Title 11
     of  the  United States Code, as amended, modified, succeeded
     or replaced from time to time.

           "Base  Rate"  means, for any day,  a  rate  per  annum
     (rounded  upwards,  if  necessary,  to  the  nearest   whole
     multiple  of  1/16 of 1%) equal to the greater  of  (a)  the
     Federal Funds Effective Rate in effect on such day plus 2 of
     1%  or (b) the Prime Rate in effect on such day.  If for any
     reason the Administrative Agent shall have determined (which
     determination  shall  be conclusive absent  manifest  error)
     that  it  is unable to ascertain the Federal Funds Effective
     Rate  for any reason, including the inability or failure  of
     the Administrative Agent to obtain sufficient quotations  in
     accordance  with the terms hereof, the Base  Rate  shall  be
     determined  without  regard  to  clause  (a)  of  the  first
     sentence  of this definition until the circumstances  giving
     rise  to such inability no longer exist.  Any change in  the
     Base  Rate due to a change in the Prime Rate or the  Federal
     Funds  Effective  Rate shall be effective on  the  effective
     date  of such change in the Prime Rate or the Federal  Funds
     Effective Rate, respectively.

           "Base  Rate  Loan" means a Loan which  bears  interest
     based on the Base Rate.

            "Borrower"  means  Tultex  Corporation,  a   Virginia
     corporation, and its successors and permitted assigns.

           "Business Day" means any day other than a Saturday,  a
     Sunday,   a  legal  holiday   or  a  day  on  which  banking
     institutions  are  authorized by law or  other  governmental
     action   to   close   in  Charlotte,   North   Carolina   or
     Philadelphia,  Pennsylvania; except  that  in  the  case  of
     Eurodollar  Loans, such day is also a day on which  dealings
     between banks are carried on in U.S. dollar deposits in  the
     interbank Eurodollar market.

            "Cal-Shirt  Acquisition"  means  the  acquisition  of
     California  Shirt  Sales, Inc. for an acquisition  price  of
     $38.4  million (including assumed debt and seller financing)
     and the issuance of up to 554,000 shares of common stock  of
     the Borrower in connection therewith.

           "Capital Expenditures" means all expenditures which in
     accordance  with  generally accepted  accounting  principles
     would  be  classified  as  capital  expenditures,  including
     without limitation Capitalized Leases.

           "Capitalized Lease" means any lease the obligation for
     Rentals  with respect to which is required to be capitalized
     on  a  consolidated  balance sheet of  the  lessee  and  its
     subsidiaries   in   accordance   with   generally   accepted
     accounting principles.

           "Capitalized Rentals" means, with regard to any Person,
     as  of the date of any determination thereof, the amount  at
     which the aggregate Rentals due and to become due under  all
     Capitalized Leases under which such Person is a lessee would
     be  reflected as a liability on a consolidated balance sheet
     of such Person.

           "Cash  Equivalents"  means (i)  securities  issued  or
     directly  and  fully  guaranteed or insured  by  the  United
     States  of America or any agency or instrumentality  thereof
     (provided  that  the  full faith and credit  of  the  United
     States  of  America  is pledged in support  thereof)  having
     maturities of not more than twelve months from the  date  of
     acquisition,  (ii)  U.S.  dollar  denominated  (or   foreign
     currency  fully  hedged)  time  deposits,  certificates   of
     deposit,    Eurodollar   time   deposits   and    Eurodollar
     certificates of deposit of (x) Piedmont Trust Bank, (y)  any
     domestic  commercial  bank  of  recognized  standing  having
     capital  and surplus in excess of $500,000,000  or  (z)  any
     bank whose short-term commercial paper rating from S&P is at
     least  A-1 or the equivalent thereof or from Moody's  is  at
     least P-1 or the equivalent thereof (any such bank being  an
     "Approved Bank"), in each case with maturities of  not  more
     than 270 days from the date of acquisition, (iii) commercial
     paper  and  variable  or  fixed rate  notes  issued  by  any
     Approved  Bank  (or by the parent company  thereof)  or  any
     variable rate notes issued by, or guaranteed by any domestic
     corporation rated A-2 (or the equivalent thereof) or  better
     by  S&P  or  P-2 (or the equivalent thereof)  or  better  by
     Moody's  and  maturing  within six months  of  the  date  of
     acquisition and (iv) repurchase agreements with  a  bank  or
     trust  company (including the Bank) or recognized securities
     dealer  having capital and surplus in excess of $500,000,000
     for  direct obligations issued by or fully guaranteed by the
     United States of America in which the Borrower shall have  a
     perfected  first priority security interest (subject  to  no
     other  liens  or encumbrances) and having, on  the  date  of
     purchase  thereof, a fair market value of at least  100%  of
     the amount of the repurchase obligations.

           "Change of Control" means (i) any Person or two or more
     Persons  acting  in  concert shall have acquired  beneficial
     ownership,  directly or indirectly, of Voting Stock  of  the
     Borrower  (or other securities convertible into such  Voting
     Stock) representing 35% or more of the combined voting power
     of  all Voting Stock of the Borrower, (ii) during any period
     of up to 24 consecutive months, commencing after the Closing
     Date,  individuals who at the beginning  of  such  24  month
     period were directors of the Borrower cease to constitute  a
     majority of the board of directors of the  Borrower and such
     event   is  a  result  (directly  or  indirectly)   of   the
     acquisition  of 5% or more of the combined voting  power  of
     the  Voting Stock by a Person or Persons who did not own  at
     least  5% or more of the combined voting power of the Voting
     Stock as of the Closing Date, or (iii) any Person or two  or
     more  Persons  acting  in  concert shall  have  acquired  by
     contract or otherwise, or shall have entered into a contract
     or  arrangement that, upon consummation, will result in  its
     or  their acquisition of, control over Voting Stock  of  the
     Borrower   (or  other  securities  convertible   into   such
     securities) representing 35% or more of the combined  voting
     power  of all Voting Stock of the Borrower.  As used herein,
     "beneficial  ownership" shall have the meaning  provided  in
     Rule  13d-3 of the Securities and Exchange Commission  under
     the Securities and Exchange Act of 1934.

           "Closing  Date" means the date on which the conditions
     set  forth  in Section 4 to the making of the initial  Loans
     and  the issuance of the initial Letters of Credit hereunder
     shall  have  been  fulfilled (or waived) and  on  which  the
     initial Loans shall have been made or the initial Letters of
     Credit shall have been issued.

          "Co-Agent" means the co-agents for the Banks under this
     Credit Agreement as identified and defined in the recital of
     the  parties hereinabove, and any successors and assigns  in
     such capacity.

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

          "Commitment" means the commitments of the Banks to make
     Committed  Revolving  Loans  and to  purchase  participation
     interests  in the Letters of Credit hereunder,  and  of  the
     Issuing Bank to issue Letters of Credit.

           "Commitment Fee" means such term as defined in Section
     2.11(b).

            "Committed   Revolving  Loan"  means  a   contractual
     revolving  credit  loan made by the Banks  pursuant  to  the
     provisions of Section 2.01.

           "Committed Revolving Note" means the promissory  notes
     of the Borrower in favor of each of the Banks evidencing the
     Committed  Revolving Loans as provided pursuant  to  Section
     2.06, individually or collectively, as appropriate, as  such
     promissory  notes  may  be amended, modified,  supplemented,
     extended, renewed or replaced from time to time.

           "Consistent Basis" or "consistent basis"  means,  with
     regard   to   the  application  of  accounting   principles,
     accounting  principles consistent in all  material  respects
     with   the   accounting  principles  used  and  applied   in
     preparation of the financial statements previously delivered
     to the Banks and referred to in Section 5.06.

           "Consolidated Borrower Group" means the  Borrower  and
     its Restricted Subsidiaries.

           "Consolidated Current Assets" means current assets  of
     the Borrower and its Subsidiaries on a consolidated basis as
     determined  in accordance with generally accepted accounting
     principles applied on a consistent basis.

            "Consolidated  Current  Liabilities"  means   current
     liabilities  of  the  Borrower and  its  Subsidiaries  on  a
     consolidated  basis determined in accordance with  generally
     accepted  accounting  principles  applied  on  a  consistent
     basis.

           "Consolidated  Debt"  means all  Indebtedness  of  the
     Borrower  and  its Restricted Subsidiaries on a consolidated
     basis  determined  in  accordance  with  generally  accepted
     accounting principles.

          "Consolidated Funded Debt" means all Funded Debt of the
     Borrower  and  its Restricted Subsidiaries on a consolidated
     basis  determined  in  accordance  with  generally  accepted
     accounting principles.

           "Consolidated  Net Income" means for  any  period  the
     gross   revenues   of  the  Borrower  and   its   Restricted
     Subsidiaries  for  such period less all expenses  and  other
     proper charges (including taxes on income), determined on  a
     consolidated  basis  in accordance with  generally  accepted
     accounting principles after eliminating earnings  or  losses
     attributable   to   outstanding  Minority   Interests,   but
     excluding in any event:

                     (a)   any extraordinary gains or losses
          on  the  sale or other disposition of assets,  and
          any  taxes  on  such excluded gains  and  any  tax
          deductions  or  credits on  account  of  any  such
          excluded losses;

                     (b)  the proceeds of any life insurance
          policy;

                    (c)  net earnings of any business entity
          (other than a Restricted Subsidiary) in which  the
          Borrower  or  any  Restricted  Subsidiary  has  an
          ownership interest unless such net earnings  shall
          have  actually  been received by the  Borrower  or
          such  Restricted Subsidiary in the  form  of  cash
          distributions; and

                     (d)  any portion of the net earnings of
          any Restricted Subsidiary which for any reason  is
          unavailable  for  payment  of  dividends  to   the
          Borrower or any other Restricted Subsidiary.

           "Consolidated  Tangible Net Worth"  means  as  of  any
     Determination  Date Tangible Assets less all obligations  of
     the  Borrower  and  its  Restricted  Subsidiaries  which  in
     accordance  with  generally accepted  accounting  principles
     shall be classified upon a consolidated balance sheet of the
     Borrower   as  liabilities.   For  purposes  of  calculating
     Consolidated  Tangible Net Worth, treasury  stock  shall  be
     excluded.

           "Consolidated Tangible Capitalization" means as of any
     date  the  sum  of (i) Consolidated Funded  Debt  plus  (ii)
     Consolidated Tangible Net Worth.
           
           "Controlled Group" means (i) the controlled  group  of
     corporations  as defined in Section 414(b) of the  Code  and
     the applicable regulations thereunder, or (ii) the group  of
     trades  or  businesses under common control  as  defined  in
     Section  414(c)  of the Code and the applicable  regulations
     thereunder, of which the Borrower is a part or may become  a
     part.

           "Credit  Documents" means this Credit  Agreement,  the
     Notes,  the  LOC  Documents, any Joinder Agreement  and  all
     other  related agreements and documents issued or  delivered
     hereunder or thereunder or pursuant hereto or thereto.

           "Credit  Party"  means any of  the  Borrower  and  the
     Guarantors.

           "Credit Party Obligations" means, without duplication,
     all of the obligations of the Borrower or other Credit Party
     to the Banks, the Administrative Agent and the Issuing Banks
     (including the obligations to pay principal of and  interest
     on  the  Loans, to pay LOC Obligations, to pay all Fees,  to
     provide cash collateral in respect of Letters of Credit,  to
     pay   certain  expenses  and  the  obligations  arising   in
     connection with various indemnities) whenever arising, under
     this  Credit Agreement, the Notes or any of the other Credit
     Documents to which the Borrower or other Credit Party  is  a
     party.

           "Current  Ratio"  means, as of the last  day  of  each
     fiscal quarter, the ratio of Consolidated Current Assets  to
     Consolidated Current Liabilities.

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

           "Determination  Date"  means  the  last  day  of  each
     quarterly fiscal period of the Borrower and each other  date
     upon  which  the  Borrower or a Restricted Subsidiary  shall
     incur  or  otherwise  become liable for Consolidated  Funded
     Debt.

           "Eligible  Assignee" means any Bank  or  Affiliate  or
     subsidiary  of  a  Bank,  and  any  other  commercial  bank,
     financial  institution or "accredited investor" (as  defined
     in  Regulation D of the Securities and Exchange  Commission)
     reasonably  acceptable to the Administrative Agent  and,  so
     long as no Event of Default then exists, the Borrower.

           "Equity  Transaction" means (i) the  issuance  by  the
     Borrower or any of its Restricted Subsidiaries of new shares
     of  its  capital  stock, unless such new  shares  are  being
     issued  in  exchange  for an ownership interest  in  another
     Person or in exchange for substantially all of the assets of
     another  Person in connection with an acquisition  permitted
     by  Section 7.05, (ii) an issuance by the Borrower or any of
     its  Restricted  Subsidiaries of any shares of  its  capital
     stock  pursuant to the exercise of options or  warrants  and
     (iii)  an  issuance by the Borrower or any of its Restricted
     Subsidiaries of any shares of its capital stock pursuant  to
     the  conversion  of  any debt securities (including  without
     limitation any Subordinated Debt) to equity.

           "ERISA"  means the Employee Retirement Income Security
     Act  of  1974,  as  amended  from  time  to  time,  and  the
     regulations promulgated and the rulings issued thereunder.

           "ERISA  Affiliate" means each person  (as  defined  in
     Section 3(9) of ERISA) which together with the Borrower, any
     Subsidiary  of  the Borrower or member of  the  Consolidated
     Borrower  Group would be deemed to be a member of  the  same
     "controlled  group"  within the meaning of  Section  414(b),
     (c), (m) and (o) of the Code.

           "Eurodollar  Loan" means a Loan which  bears  interest
     based on the Adjusted Eurodollar Rate.

          "Event of Default" has the meaning specified in Section
     8.

           "Existing  Letters of Credit" means those  Letters  of
     Credit issued by CoreStates Bank, N.A., as Issuing Bank  for
     Trade  Letters  of  Credit,  and by  NationsBank,  N.A.,  as
     Issuing  Bank for Standby Letters of Credit, for the account
     of  the  Borrower or other Credit Party outstanding  on  the
     Closing  Date  and  being  more particularly  identified  on
     Schedule  2.07(c) hereof as such Letters of  Credit  may  be
     amended,  modified, extended, renewed or replaced from  time
     to time.

           "Extension  of Credit" means any Loan advance  or  the
     issuance  or  extension of any Letters  of  Credit  and  the
     obligations to make advances thereunder.

           "Federal Funds Effective Rate" means, for any day, the
     weighted  average  of the rates on overnight  Federal  funds
     transactions with members of the Federal Reserve Bank of New
     York,  or, if such rate is not so released for any day which
     is  a  Business Day, the arithmetic average (rounded upwards
     to   the   next  1/100th  of  1%),  as  determined  by   the
     Administrative Agent, of the quotations for the day of  such
     transactions received by the Administrative Agent from three
     Federal funds brokers of recognized standing selected by it.

          "Fed Funds Swingline Loan" means a Swingline Loan which
     bears interest based on the Adjusted Federal Funds Rate.

          "Fees" means all fees payable pursuant to Section 2.11.

           "Fixed Charges" means, on a consolidated basis for any
     period,  the sum of (i) all Rentals (other than  Rentals  on
     Capitalized  Leases)  payable  during  such  period  by  the
     Borrower  and its Restricted Subsidiaries, (ii) all Interest
     Charges   on   all  Indebtedness  (including  the   interest
     component on Rentals on Capitalized Leases) of the  Borrower
     and its Restricted Subsidiaries, (iii) all dividends paid in
     cash  or  property and redemptions made of capital stock  by
     the  Borrower  and its Restricted Subsidiaries  (other  than
     dividends paid to, or redemptions of capital stock owned by,
     the Borrower or a wholly-owned Restricted Subsidiary) during
     such  period,  (iv)  the  cash payment  portion  of  current
     maturities  of that Funded Debt having a final  maturity  of
     one  or more years from the date of origin thereof (or which
     is  renewable or extendible at the option of the obligor for
     a  period  or  periods more than one year from the  date  of
     origin) and current maturities of Capitalized Leases and (v)
     the  amount  of  voluntary or optional  prepayments  on,  or
     redemptions or acquisition for value (including  by  way  of
     defeasance)  of,  the  Senior  Notes  (or  any  Indebtedness
     incurred  in  a  refinancing of the Senior  Notes  permitted
     hereunder), for the Borrower and its Restricted Subsidiaries
     during such period.

            "Funded  Debt"  means,  for  any  Person,   (i)   all
     Indebtedness  of  such Person for borrowed money  (including
     without  limitation,  indebtedness evidenced  by  promissory
     notes, bonds, debentures and similar instruments and further
     any portion of the purchase price for assets or acquisitions
     permitted  hereunder which may be financed by  the  seller),
     (ii) all Capitalized Rentals for such Person, and (iii)  all
     Guaranty  Obligations  by  such Person  of  Funded  Debt  of
     others.   Funded Debt shall include payments in  respect  of
     Funded  Debt  which  constitute current liabilities  of  the
     obligor under generally accepted accounting principles.

            "Generally   Accepted   Accounting   Principles"   or
     "generally  accepted accounting principles" means  generally
     accepted  accounting principles at the time  in  the  United
     States.

           "Governmental  Authority" means  any  Federal,  state,
     local  or  foreign court or governmental agency,  authority,
     instrumentality or regulatory body.

           "Government Acts" has the meaning specified in Section
     2.17.

           "Guarantor" means those corporations identified  as  a
     "Guarantor"  on  the signature pages hereto, being  Dominion
     Stores, Inc., a Virginia corporation; LogoAthletic, Inc.,  a
     Virginia   corporation;  LogoAthletic  Headwear,   Inc.,   a
     Massachusetts corporation; California Shirt Sales,  Inc.,  a
     Virginia corporation and each Additional Credit Party  which
     has executed a Joinder Agreement.

           "Guaranty  Obligations" means any  obligations  (other
     than  endorsements  in the ordinary course  of  business  of
     negotiable    instruments   for   deposit   or   collection)
     guaranteeing  or  intended  to guarantee  any  Indebtedness,
     leases,  dividends or other obligations of any other  Person
     in  any  manner, whether direct or indirect,  and  including
     without   limitation   any  obligation,   whether   or   not
     contingent, (i) to purchase any such Indebtedness  or  other
     obligation  or any property constituting security  therefor,
     (ii)  to  advance or provide funds or other support for  the
     payment or purchase of such indebtedness or obligation or to
     maintain  working capital, solvency or other  balance  sheet
     condition of such other Person (including without limitation
     keep   well  agreements,  maintenance  agreements,   comfort
     letters  or  similar agreements or arrangements),  (iii)  to
     lease or purchase property, securities or services primarily
     for  the  purpose of assuring the owner of such Indebtedness
     or  obligation, or (iv) to otherwise assure or hold harmless
     the owner of such Indebtedness or obligation against loss in
     respect   thereof.   The  amount  of  Guaranty   Obligations
     hereunder  shall  be  deemed to be an amount  equal  to  the
     stated  or  determinable  amount  of  the  Indebtedness   or
     obligation  in respect of which such Guaranty Obligation  is
     made   or,  if  not  stated  or  determinable,  the  maximum
     reasonably  anticipated amount in respect thereof  (assuming
     such  other  Person  is required to perform  thereunder)  as
     determined in good faith.

           "Indebtedness"  means  without  duplication,  (i)  all
     indebtedness for borrowed money, (ii) the deferred  purchase
     price  of  assets  or  services  which  in  accordance  with
     generally accepted accounting principles would be  shown  to
     be  a  liability  (or on the liability  side  of  a  balance
     sheet),  (iii)  all Guaranty Obligations, (iv)  the  maximum
     amount  of  all  letters  of  credit  issued  or  acceptance
     facilities  established for the account of such Person  and,
     without duplication, all drafts drawn thereunder (other than
     letters of credit (x) supporting other Indebtedness  of  the
     Borrower  or a Subsidiary or (y) offset by a like amount  of
     cash  or government securities held in escrow to secure such
     letter  of credit and draws thereunder), (v) all Capitalized
     Lease  obligations, (vi) all Indebtedness of another  Person
     secured  by  any Lien on any property of the Borrower  or  a
     Restricted Subsidiary, whether or not such indebtedness  has
     been  assumed,  (vii) all obligations under  take-or-pay  or
     similar  arrangements or under interest rate,  currency,  or
     commodities  agreements,  (viii)  indebtedness  created   or
     arising  under  any  conditional  sale  or  title  retention
     agreement,  and  (ix) withdrawal liability or  insufficiency
     under  ERISA  or under any qualified plan or related  trust;
     but specifically excluding from the foregoing trade payables
     and  accrued  expenses arising or incurred in  the  ordinary
     course of business.

           "Interest Charges" means, for any period, all interest
     and  amortization  of  debt  discount  and  expense  on  any
     particular  Indebtedness  (including  specifically   without
     limitation  Capitalized Rentals) for which such calculations
     are being made.

          "Interest Payment Date" means (i) as to Loans which are
     Committed Revolving Loans and Swingline Loans, the last  day
     of  each  month and on the Termination Date and (ii)  as  to
     Eurodollar Loans and Adjusted CD Loans, on the last  day  of
     each  Interest  Period for such Loan and on the  Termination
     Date,  and in addition where the applicable Interest  Period
     is  more than 3 months, in the case of Eurodollar Loans,  or
     more  than  90 days, in the case of Adjusted CD Loans,  then
     also on the date 3 months or 90 days, respectively, from the
     beginning  of the Interest Period, and each 3 months  or  90
     days, respectively, thereafter.  If an Interest Payment Date
     falls  on  a date which is not a Business Day, such Interest
     Payment  Date  shall  be deemed to be  the  next  succeeding
     Business  Day,  except that in the case of Eurodollar  Loans
     where  the  next succeeding Business Day falls in  the  next
     succeeding calendar month, then on the next preceding day.

           "Interest Period" means (i) as to Adjusted CD Loans, a
     period  of 30, 60, 90 or 180 days' duration, as the Borrower
     may elect, and (ii) as to Eurodollar Loans, a period of one,
     two,  three  or  six month's duration, as the  Borrower  may
     elect, commencing in each case, on the date of the borrowing
     (including conversions, extensions and renewals);  provided,
     however, (A) if any Interest Period would end on a day which
     is  not  a  Business  Day,  such Interest  Period  shall  be
     extended to the next succeeding Business Day (except that in
     the  case  of  Eurodollar Loans where  the  next  succeeding
     Business  Day  falls in the next succeeding calendar  month,
     then  on  the next preceding Business Day), (B) no  Interest
     Period shall extend beyond the Termination Date (or if  more
     than  one  Termination  Date  exists  with  respect  to  the
     Commitments on account of a failure of one or more Banks  to
     extend  the  Termination Date as provided in  Section  2.01,
     then  no Interest Period shall extend beyond any Termination
     Date, unless either the portion of Committed Revolving Loans
     comprised of Base Rate Loans together with the amount of any
     unused availability is at least equal to the amount of  such
     Commitments  terminating  on  such  date,  or  the  Interest
     Periods  for  Committed Revolving Loans  which,  when  taken
     together  with  Base  Rate Loans then  outstanding  and  any
     unused  availability, are at least equal to  the  amount  of
     such  Commitments terminating on such date) and (C)  in  the
     case of Eurodollar Loans, where an Interest Period begins on
     a day for which there is no numerically corresponding day in
     the  calendar month in which the Interest Period is to  end,
     such  Interest  Period shall end on the  last  day  of  such
     calendar month.

           "Investment  Grade  Rating" means  a  rating  for  the
     Borrower's  senior unsecured long-term debt  (which  is  not
     supported through defeasance, guarantees, letters of  credit
     or other forms of credit enhancement) of "BBB-" or better by
     S&P or "Baa3" or better by Moody's.

           "Issuing Bank" means, in the case of Trade Letters  of
     Credit,  CoreStates Bank, N.A., or, in the case  of  Standby
     Letters of Credit, NationsBank, or in each case, such  other
     Bank  as to which the Borrower may request.  There shall  be
     no more than one Issuing Bank for Trade Letters of Credit or
     for  Standby  Letters  of Credit at any  time  although  the
     Issuing  Bank  for Trade Letters of Credit and  for  Standby
     Letters  of  Credit need not be the same, and provided  that
     should there be a change in the Issuing Bank any Letters  of
     Credit then issued and outstanding need not be replaced, but
     may remain outstanding.

           "Issuing  Bank  Fees" means such term  as  defined  in
     Section 2.11(c).

            "Joinder   Agreement"  means  a   Joinder   Agreement
     substantially  in the form of Schedule 6.12 hereto  executed
     and  delivered  by an Additional Credit Party in  accordance
     with the provisions of Section 6.12.

           
           "Letter of Credit" means a Standby Letter of Credit, a
     Trade Letter of Credit or both, as appropriate.

           "Letter  of Credit Fees" means the Standby  Letter  of
     Credit Fee and the Trade Letter of Credit Fee.

           "Lien"  means  any  mortgage,  pledge,  hypothecation,
     assignment,   deposit   arrangement,   security    interest,
     encumbrance,  lien  (statutory  or  otherwise),  preference,
     priority  or charge of any kind (including any agreement  to
     give  any  of the foregoing, any conditional sale  or  other
     title   retention  agreement,  any  financing   or   similar
     statement or notice filed under the Uniform Commercial  Code
     as  adopted  and  in effect in the relevant jurisdiction  or
     other similar recording or notice statute, and any lease  in
     the nature thereof).

           "Loan"  means a Committed Revolving Loan, a  Swingline
     Loan or both, as appropriate.

           "LOC  Documents" means, with respect to any Letter  of
     Credit,  such Letter of Credit, any amendments thereto,  any
     documents delivered in connection therewith, any application
     therefor,  and  any agreements, instruments,  guarantees  or
     other   documents   (whether  general  in   application   or
     applicable  only  to  such Letter of  Credit)  governing  or
     providing for (i) the rights and obligations of the  parties
     concerned  or  at risk or (ii) any collateral  security  for
     such   obligations,   and  including  specifically   without
     limitation the Master Trade LOC Agreement.

           "LOC  Obligations"  means, at any  time,  the  sum  of
     Standby LOC Obligations plus Trade LOC Obligations.

           "Mandatory  Borrowing" means such term as  defined  in
     Sections 2.07(e) and 2.08(b).

           "Master Trade LOC Agreement" means those Master Letter
     of  Credit Agreements dated as of February 10, 1992  between
     CoreStates Bank, N.A., as Issuing Bank for Trade Letters  of
     Credit   hereunder,   and  each  of   the   Credit   Parties
     substantially  in  the  form of Schedule  4.01(a)  attached,
     together  with  any  other  such  agreements  entered   into
     subsequent  thereto  with  another  Credit  Party,  and  any
     amendments   or  modifications  thereto  or  extensions   or
     replacements  thereof,  individually  or  collectively,   as
     appropriate.

           "Material  Adverse  Effect" means a  material  adverse
     effect  on (i) the operations or financial condition of  the
     Borrower and its Restricted Subsidiaries, or of the Borrower
     and  its  Subsidiaries, in each case taken as a whole,  (ii)
     the  ability of the Borrower or Guarantors to perform  their
     respective obligations under this Credit Agreement, or (iii)
     the validity or enforceability of this Credit Agreement, any
     of the other Credit Documents, or the rights and remedies of
     the Banks hereunder or thereunder.
           
           "Material  Subsidiary" means  any  Subsidiary  of  the
     Borrower  which would constitute a "significant  subsidiary"
     of  the  Borrower as defined in Rule 1-02 of Regulation  S-X
     promulgated  by the Commission except that for  purposes  of
     this  definition all references therein to ten (10)  percent
     shall be deemed to be references to five (5) percent.

          "Maximum Guaranteed Amount" means, for any Guarantor as
     of  the  date of determination thereof, the sum of (i)  with
     respect to each Extension of Credit (or portion thereof) the
     proceeds  of  which are used to make a Valuable Transfer  to
     such  Guarantor, the amount of such Extension of Credit  (or
     such  portion  thereof)  plus  (ii)  with  respect  to  each
     Extension  of  Credit (or portion thereof) the  proceeds  of
     which  are  not  used to make a Valuable  Transfer  to  such
     Guarantor, the lesser of (a) the outstanding amount of  such
     Extension  of Credit (or such portion thereof)  as  of  such
     date or (b) the greater of (1) ninety-five percent (95%)  of
     the Adjusted Net Worth of such Guarantor at the time of such
     Extension of Credit or (2) ninety-five percent (95%) of  the
     Adjusted Net Worth of such Guarantor at the earliest of  (A)
     such date, (B) the date of commencement of a case under  the
     Bankruptcy Code in which such Guarantor is a debtor  or  (C)
     the  date enforcement of such Guarantor's obligations  under
     Section 3 is sought.

           "Minority Interests" means any shares of stock of  any
     class  of  a  Restricted Subsidiary (other  than  directors'
     qualifying shares as required by law) that are not owned  by
     the   Borrower   and/or  one  or  more  of  its   Restricted
     Subsidiaries.  Minority Interests shall be valued by valuing
     Minority  Interests  constituting  preferred  stock  at  the
     voluntary or involuntary liquidating value of such preferred
     stock,   whichever  is  greater,  and  by  valuing  Minority
     Interests  constituting common stock at the  book  value  of
     capital   and   surplus  applicable  thereto  adjusted,   if
     necessary,  to  reflect any changes from the book  value  of
     such  common  stock  required by  the  foregoing  method  of
     valuing Minority Interests in preferred stock.

           "Moody's" means Moody's Investors Service,  Inc.,  and
     any successor thereof.

           "Multiemployer  Plan" means at any  time  an  employee
     pension   benefit  plan  within  the  meaning   of   Section
     4001(a)(3)  of  ERISA to which any member of the  Controlled
     Group  is  then  making or accruing an  obligation  to  make
     contributions  or has within the preceding five  plan  years
     made  contributions, including for these purposes any Person
     which  ceased to be a member of the Controlled Group  during
     such five year period.

          "NationsBank" means NationsBank, N.A. or its successor.

          "Net Income Available for Fixed Charges" means, for any
     period,  the  sum  of  Consolidated Net Income  during  such
     period
           plus   (to   the   extent  deducted  in   determining
     Consolidated Net Income) (i) depreciation, amortization  and
     other non-cash charges, (ii) all provisions for any Federal,
     state  or  other  income taxes made by the Borrower  or  its
     Restricted  Subsidiaries  during such  period,  (iii)  Fixed
     Charges  of  the  Borrower  and its Restricted  Subsidiaries
     during such period, and (iv) amortization of the acquisition
     cost of license agreements and goodwill of the Borrower  and
     its  Restricted  Subsidiaries (including  any  such  charges
     deducted  in  determining the net income  of  Logo  7,  Inc.
     during the applicable period)

           minus  Capital  Expenditures made or incurred  by  the
     Borrower and its Restricted Subsidiaries during such period.

          "1995 Senior Notes" means those 10-5/8% Senior Notes of
     the Borrower due June 1, 1999, as amended and modified.

           "1997 Senior Notes" means those 9-5/8% Senior Notes of
     the Borrower due April 15, 2007, as amended and modified.

           "Note" or "Notes" means the Committed Revolving Notes,
     the Swingline Note, or both, as appropriate.

           "Notice  of  Borrowing" shall  have  such  meaning  as
     provided in Section 2.02(a).

           "Notice  of  Conversion" shall have  such  meaning  as
     provided in Section 2.03.

            "Obligations"  means,  collectively,  Loans  and  LOC
     Obligations.

           "PBGC"  means the Pension Benefit Guaranty Corporation
     established under ERISA, and any successor thereto.

           "Participation Interest" means the extension of credit
     by a Bank by way of purchase of a participation hereunder in
     Letters  of Credit or LOC Obligations as provided in Section
     2.07, in the Swingline Loans as provided in Section 2.08  or
     in Committed Revolving Loans as provided in Section 2.21.

            "Permitted  Investments"  means  (i)  cash  and  Cash
     Equivalents, (ii) receivables owing to the Borrower  or  its
     Restricted  Subsidiaries  or  any  of  its  receivables  and
     advances to suppliers, in each case if created, acquired  or
     made  in  the  ordinary course of business  and  payable  or
     dischargeable  in  accordance with  customary  trade  terms,
     (iii) subject to the limitations set out in Section 7.05(b),
     investments  by the Borrower and its Restricted Subsidiaries
     in  and  to  a Credit Party, including any investment  in  a
     corporation  which, after giving effect to such  investment,
     will  become  an  Additional  Credit  Party  (provided  such
     Additional  Credit Party shall execute a Joinder Agreement),
     (iv) loans and advances in the usual and ordinary course  of
     business  to officers, directors and employees for  expenses
     (including moving expenses related to a transfer) incidental
     to   carrying  on  the  business  of  the  Borrower  or  any
     Restricted Subsidiary in an aggregate amount not  to  exceed
     $5,000,000   at   any  time  outstanding,  (v)   investments
     (including debt obligations) received in connection with the
     bankruptcy or reorganization of suppliers and customers  and
     in  settlement  of  delinquent  obligations  of,  and  other
     disputes  with,  customers  and  suppliers  arising  in  the
     ordinary  course  of  business, and  (vi)   additional  loan
     advances and/or investments of a nature not contemplated  by
     the  foregoing  clauses  hereof, provided that  such  loans,
     advances  and/or investments made pursuant  to  this  clause
     (vi)  shall  not  exceed in aggregate  amount  at  any  time
     outstanding an amount equal to the sum of $5,000,000 plus 1%
     of   Consolidated  Tangible  Net  Worth.   As  used  herein,
     "investment" means all investments, in cash or  by  delivery
     of  property  made, directly or indirectly  in  any  Person,
     whether   by   acquisition  of  shares  of  capital   stock,
     indebtedness or other obligations or securities or  by  loan
     advance, capital contribution or otherwise.

           "Permitted Liens" means (i) Liens created by, under or
     in connection with this Credit Agreement or the other Credit
     Documents  in  favor of the Banks; (ii) Liens  described  on
     Schedule 7.02 attached hereto; (iii) Liens for taxes not yet
     delinquent or Liens for taxes being contested in good  faith
     by  appropriate  proceedings  for  which  adequate  reserves
     determined  in accordance with generally accepted accounting
     principles  have  been  established (and  as  to  which  the
     property  subject  to  such  lien  is  not  yet  subject  to
     foreclosure, sale or loss on account thereof); (iv) Liens in
     respect  of property imposed by law arising in the  ordinary
     course   of  business  such  as  materialmen's,  mechanics',
     warehousemen's and other like Liens provided that such Liens
     secure only amounts  not yet due and payable; (v) pledges or
     deposits  made  to  secure payment of worker's  compensation
     insurance,  unemployment  insurance,  pensions   or   social
     security  programs;  (vi)  Liens  arising  from  good  faith
     deposits  in  connection with or to  secure  performance  of
     tenders,  statutory obligations, surety  and  appeal  bonds,
     bids,  leases, government contracts, performance and return-
     of-money bonds and other similar obligations incurred in the
     ordinary  course  of  business (other  than  obligations  in
     respect  of the payment of borrowed money); (vii) easements,
     rights-of-way, restrictions (including zoning restrictions),
     minor  defects or irregularities in title and other  similar
     charges  or  encumbrances  not,  in  any  material  respect,
     impairing the use of such property for its intended purposes
     or  interfering with the ordinary conduct of business of the
     Borrower and its Subsidiaries; (viii) Liens arising from UCC
     financing  statements  regarding leases  permitted  by  this
     Credit Agreement; (ix) leases or subleases granted to others
     in  the  ordinary course of business not interfering in  any
     material  respect  with the business or  operations  of  the
     Borrower  or its Subsidiaries; and (x) purchase money  Liens
     securing purchase money indebtedness to the extent permitted
     under Section 7.01.

           "Person"  means  any  individual,  partnership,  joint
     venture,  firm,  corporation, association,  trust  or  other
     enterprise  (whether or not incorporated), or any government
     or  political  subdivision  or  any  agency,  department  or
     instrumentality thereof.
           
           "Plan" means any multiemployer or single-employer plan
     as defined in Section 4001 of ERISA, which is maintained, or
     at  any  time  during the five calendar years preceding  the
     date  of this Credit Agreement was maintained, for employees
     of the Borrower, any Subsidiary or an ERISA Affiliate.

           "Prime Rate" shall mean the rate of interest per annum
     publicly announced from time to time by NationsBank  as  its
     prime  rate  in effect at its principal office in Charlotte,
     North  Carolina;  each change in the  Prime  Rate  shall  be
     effective  on the date such change is publicly announced  as
     effective.

           "Pro  Forma Basis" means, with respect to any optional
     payment  on or redemption or repurchase of the Senior  Notes
     pursuant to the provisions of Section 7.07, such transaction
     shall be deemed to have occurred as of the first day of  the
     four  fiscal quarter period ending as of the end of the most
     recent fiscal quarter preceding the date of such transaction
     with  respect to which the Administrative Agent  shall  have
     received financial information pursuant to the provisions of
     Sections 6.01(a) or (b).

           "Reclassification Fee" means such term as  defined  in
     Section 2.22.

           "Regulation  D"  means Regulation D of  the  Board  of
     Governors of the Federal Reserve System as from time to time
     in  effect  and  any successor to all or a  portion  thereof
     establishing reserve requirements.

           "Regulation  G"  means Regulation G of  the  Board  of
     Governors of the Federal Reserve System as from time to time
     in  effect  and  any successor to all or a  portion  thereof
     establishing margin requirements.

           "Regulation  U"  means Regulation U of  the  Board  of
     Governors of the Federal Reserve System as from time to time
     in  effect  and  any successor to all or a  portion  thereof
     establishing margin requirements.

           "Regulation  X"  means Regulation X of  the  Board  of
     Governors of the Federal Reserve System as from time to time
     in  effect  and  any successor to all or a  portion  thereof
     establishing margin requirements.

           "Rentals"  means,  as  of the  date  of  determination
     thereof,  all fixed payments (including as such all payments
     which  the  lessee  is obligated to make to  the  lessor  on
     termination  of  the  lease or surrender  of  the  property)
     payable  by  the  Borrower  or a Restricted  Subsidiary,  as
     lessee  or  sublessee  under a lease  of  real  or  personal
     property, but shall be exclusive of any amounts required  to
     be  paid by the Borrower or a Restricted Subsidiary (whether
     designated  as  rents  or additional rents)  on  account  of
     maintenance, repairs, insurance, taxes and similar  charges.
     Fixed rents under any so-called "percentage leases" shall be
     computed solely on the basis of the minimum rents,  if  any,
     required to be paid by the lessee regardless of sales volume
     or gross revenues.

            "Required  Banks"  means  Banks  which  are  then  in
     compliance  in all material respects with their  obligations
     hereunder  (as  shall  be  reasonably  determined   by   the
     Administrative Agent) holding in the aggregate at least  51%
     of  the  Commitments (other than with respect  to  Swingline
     Loans)   or,   if  the  aggregate  Commitments   have   been
     terminated,  Banks  which  are then  in  compliance  in  all
     material respects with their obligations hereunder (as shall
     be reasonably determined by the Administrative Agent) in the
     aggregate  holding at least 51% of the principal  amount  of
     the  Obligations then outstanding (provided that in the case
     of  Letters of Credit or Swingline Loans, where a  Mandatory
     Borrowing  cannot be made and the Banks shall have purchased
     a  participation  interest  in unreimbursed  drawings  under
     Letters  of Credit or in Swingline Loans in accordance  with
     the  provisions of Section 2.07(e) or Section  2.08(b)(iii),
     respectively,  for  purposes of  determining  the  aggregate
     amount  of  Obligations owing to each Bank  hereunder,  such
     Bank's   funded  participation  interest  such  unreimbursed
     drawings  under  Letters of Credit and  in  Swingline  Loans
     shall  be considered as if it were a direct loan and  not  a
     participation  interest,  and the aggregate  amount  of  LOC
     Obligations  owing  to the Issuing Banks and  the  aggregate
     amount  of  Swingline  Loans owing to the  Swingline  Lender
     shall  be reduced by the amount of such funded participation
     interests).

           "Restricted Subsidiary" means any Guarantor  and  also
     any  Subsidiary (i) which is organized under the laws of the
     United  States  or  any  other  State  thereof;  (ii)  which
     conducts   substantially  all  of  its  business   and   has
     substantially  all of its assets within the  United  States;
     and (iii) of which more than 50% (by number of votes) of the
     Voting  Stock is beneficially owned, directly or indirectly,
     by   the   Borrower.    In  addition,  notwithstanding   the
     provisions  of  clauses  (i) and  (ii)  of  the  immediately
     preceding  sentence,  AKOM, Ltd.,  a  corporation  organized
     under  the  laws  of the Cayman Islands, and Tultex  Canada,
     Inc., a corporation organized under the laws of Canada,  and
     any  other corporation which fails to qualify under  clauses
     (i) and (ii) of the immediately preceding sentence shall  be
     Restricted   Subsidiaries  so  long  as   the   portion   of
     Consolidated  Net Income attributable to the net  income  of
     such  companies (taken in the aggregate) shall be less  than
     5%  of Consolidated Net Income for the immediately preceding
     fiscal  year  and  so long as the assets of  such  companies
     (taken  in  the  aggregate) shall be less  than  5%  of  the
     consolidated  assets  of  the  Company  and  its  Restricted
     Subsidiaries.

           "Revolving  Committed Amount" means  collectively  the
     aggregate  amount  of  all  of the  Banks  commitments,  and
     individually  the amount of each such Bank's  commitment  to
     make   Committed  Revolving  Loans  specified  in   Schedule
     2.01(a).

           "S&P" means Standard & Poor's Rating Group, a division
     of McGraw Hill, Inc., and any successor thereof.

          "Senior Notes" means those publicly issued notes of the
     Borrower  which  are guaranteed by the Subsidiaries  of  the
     Borrower issued prior to or contemporaneous with the initial
     Extensions  of  Credit  hereunder, consisting  of  the  1995
     Senior Notes and the 1997 Senior Notes.

           "Standby Letter of Credit" means any standby letter of
     credit  issued  for  the account of a  Credit  Party  by  an
     Issuing  Bank  pursuant to the letter of credit  subfacility
     provided  in Section 2.07, as such letter of credit  may  be
     amended,  modified, extended, renewed or replaced from  time
     to time.

           "Standby  Letter of Credit Fees" means  such  term  as
     defined in Section 2.11(c).

           "Standby  LOC  Committed Amount" means  such  term  as
     defined in Section 2.07(a).

           "Standby LOC Obligations" means, at any time, the  sum
     of  (i)  the  maximum  amount  which  is,  or  at  any  time
     thereafter  may become, available to be drawn under  Standby
     Letters of Credit then outstanding, assuming compliance with
     all  requirements for drawings referred to in  such  Standby
     Letters  of  Credit plus (ii) the aggregate  amount  of  all
     drawings  under  Standby Letters of Credit  honored  by  the
     Issuing Bank but not theretofore reimbursed.

           "Subordinated  Debt" means such  term  as  defined  in
     Section 7.07.

            "Subsidiary"  means,  as  to  any  Person,  (i)   any
     corporation  more than 50% of whose stock of  any  class  or
     classes having by the terms thereof ordinary voting power to
     elect  a  majority  of  the directors  of  such  corporation
     (irrespective of whether or not at the time,  any  class  or
     classes of such corporation shall have or might have  voting
     power  by reason of the happening of any contingency) is  at
     the time owned by such Person directly or indirectly through
     Subsidiaries,  and (ii) any partnership, association,  joint
     venture  or  other entity in which such person  directly  or
     indirectly  through Subsidiaries has more  than  50%  equity
     interest   at  any  time.   Except  as  otherwise  expressly
     provided, all references herein to "Subsidiary" shall mean a
     Subsidiary of the Borrower.

           "Swingline Committed Amount" means the amount  of  the
     Swingline  Lender's  commitment to make Swingline  Loans  as
     specified in Section 2.08(a).

           "Swingline  Lender" means NationsBank, or  such  other
     Bank  as  the  Borrower has requested and as to  which  such
     requested successor Swingline Lender and the Required  Banks
     may  agree,  and  their respective successors  and  assigns.
     There  shall  be no more than one Swingline  Lender  at  any
     time.

           "Swingline  Loan" means a swingline  revolving  credit
     loan made by the Swingline Lender pursuant to the provisions
     of Section 2.08.

           "Swingline  Note"  means the promissory  note  of  the
     Borrower  in  favor of the Swingline Lender  evidencing  the
     Swingline Loans as provided pursuant to Section 2.08(d),  as
     such promissory note may be amended, modified, supplemented,
     extended, renewed or replaced from time to time.

           "T-Shirt City Acquisition" means the acquisition of T-
     Shirt  City,  Inc.  for  a cash acquisition  price  of  $1.8
     million and adjustment of certain trade accounts.

            "Tangible   Assets"  means  as  the   date   of   any
     determination thereof the total amount of all assets of  the
     Borrower and its Restricted Subsidiaries (less depreciation,
     depletion  and other properly deductible valuation reserves)
     after  deducting  good  will, patents,  trade  names,  trade
     marks,   copyrights,   franchises,   experimental   expense,
     organizational  expense,  unamortized  debt   discount   and
     expense,  deferred assets other than prepaid  insurance  and
     prepaid  taxes, the excess of cost of shares  acquired  over
     book  value of related assets and such other assets  as  are
     properly  classified  as "intangible assets"  in  accordance
     with generally accepted accounting principles.

           "Taxes" shall have such meaning as provided in Section
     2.16.

           "Termination  Date"  means such  term  as  defined  in
     Section 2.01, being initially April 30, 2000.

           "Trade  Letter of Credit" means any trade, documentary
     or merchandise letter of credit issued for the account of  a
     Credit  Party  by an Issuing Bank pursuant to the  committed
     letter  of credit subfacility provided in Section  2.07,  as
     such  letter  of credit may be amended, modified,  extended,
     renewed or replaced from time to time.

           "Trade  Letter  of  Credit Fees" means  such  term  as
     defined in Section 2.11(c).

          "Trade LOC Committed Amount" means such term as defined
     in Section 2.07(a).

           "Trade LOC Obligations" means, at any time, the sum of
     (i)  the  maximum amount which is, or at any time thereafter
     may  become,  available to be drawn under Trade  Letters  of
     Credit  then  outstanding,  assuming  compliance  with   all
     requirements for drawings referred to in such Trade  Letters
     of  Credit  plus (ii) the aggregate amount of  all  drawings
     under  Trade  Letters of Credit honored by the Issuing  Bank
     but  not theretofore reimbursed.  For purposes of clause (i)
     hereof,  each Trade Letter of Credit shall be deemed  to  be
     outstanding  from  the date of issuance  thereof  until  and
     including  the earlier of (A) the date which is thirty  (30)
     days  after the stated expiration date of such Trade  Letter
     of  Credit  or  (B) the date on which such Trade  Letter  of
     Credit is fully drawn.

          "Unrestricted Subsidiary" means any Subsidiary which is
     not a Restricted Subsidiary.

           "Upfront  Fee" means such term as defined  in  Section
     2.11(a).

          "Valuable Transfer" means, in respect of any Guarantor,
     (i) all loans, advances or capital contributions made to  or
     for   the  benefit  of  such  Guarantor  with  proceeds   of
     Extensions  of  Credit, (ii) all debt  securities  or  other
     obligations  of such Guarantor acquired from such  Guarantor
     or  retired by such Guarantor with proceeds of Extensions of
     Credit, (iii) the fair market value of all property acquired
     with  proceeds  of  Extensions of  Credit  and  transferred,
     absolutely and not as collateral, to such Guarantor and (iv)
     all  equity securities of such Guarantor acquired from  such
     Guarantor with proceeds from Extensions of Credit.

            "Voting  Stock"  means  the  voting  stock  or  other
     securities of any class or classes, the holders of which are
     ordinarily,  in  the absence of contingencies,  entitled  to
     elect  a  majority  of the corporate directors  (or  Persons
     performing similar functions).

     1.02  Computation of Time Periods.

      For  purposes of computation of periods of time  hereunder,
the word "from" means "from and including" and the words "to" and
"until" each mean "to but excluding."

     1.03  Accounting Terms.

       Accounting  terms  used but not otherwise  defined  herein
shall  have  the  meanings  provided  by,  and  be  construed  in
accordance   with,  generally  accepted  accounting   principles.
References  herein to "consolidating" financial statements  shall
mean  and include financial statements for each business  segment
of the subject Person.

                            SECTION 2
                                
                        CREDIT FACILITIES

     2.01  Revolving Loan Commitment.

      Subject  to  and upon the terms and conditions and  relying
upon  the  representations and warranties herein set forth,  each
Bank  severally agrees, from time to time from the  Closing  Date
until April 30, 2000 (such date, as extended, if extended in  the
sole  discretion  of  the  Banks  as  hereinafter  provided,   is
hereinafter  referred  to  as  the "Termination  Date")  to  make
revolving  credit loans (each a "Committed Revolving  Loan"  and,
collectively,  the "Committed Revolving Loans") to  the  Borrower
for  the purposes hereinafter set forth; provided, however,  that
(i)  with  regard  to  the  Banks  collectively,  the  amount  of
Committed  Revolving  Loans outstanding shall  not  at  any  time
exceed ONE HUNDRED EIGHTY-SEVEN MILLION DOLLARS ($187,000,000) in
the  aggregate (as such aggregate maximum amount may  be  reduced
from  time  to  time  as  hereinafter  provided,  the  "Revolving
Committed   Amount"),  and  (ii)  with  regard   to   each   Bank
individually,  each  such Bank's pro rata  share  of  outstanding
Committed   Revolving  Loans  plus  Swingline  Loans   plus   LOC
Obligations  shall not at any time exceed such  Bank's  Revolving
Committed  Amount;  and provided, further,  that  notwithstanding
anything  herein  to  the  contrary, (A)  the  sum  of  Committed
Revolving  Loans plus Swingline Loans plus LOC Obligations  shall
not  at  any  time  exceed (B) the aggregate Revolving  Committed
Amount.  Committed Revolving Loans hereunder may consist of  Base
Rate  Loans,  Eurodollar  Loans  or  Adjusted  CD  Loans  (or   a
combination  thereof) as the Borrower may  request,  and  may  be
repaid  and reborrowed in accordance with the provisions  hereof.
No  more than 10 Interest Periods may be outstanding at any time.
The  Borrower  may, within 90 days prior to April  30,  1998  and
within  90 days prior to each anniversary date thereafter  (April
30,  1998 and each anniversary date thereof being referred to  as
an  "Anniversary  Date"), by notice to the Administrative  Agent,
make  written request of the Banks to extend the Termination Date
for  an additional period of one year.  The Administrative  Agent
will  give  prompt notice to each of the Banks of its receipt  of
any  such  request for extension of the Termination  Date.   Each
Bank  shall make a determination not later than 30 days prior  to
the then applicable Anniversary Date as to whether or not it will
agree  to  extend  the  Termination Date as requested;  provided,
however,  that failure by any Bank to make a timely  response  to
the  Borrower's  request for extension of  the  Termination  Date
shall be deemed to constitute a refusal by the Bank to extend the
Termination Date.  If, in response to a request for an  extension
of the Termination Date, one or more Banks shall fail to agree to
the requested extension (the "Disapproving Banks"), then provided
that  the  requested extension is approved by  Banks  holding  at
least  75% of the Commitments hereunder (the "Approving  Banks"),
the  credit facility may be extended and continued at the  option
of  the  Borrower  at  a  lower aggregate  amount  equal  to  the
Commitments held by the Approving Banks.  In any such  case,  (i)
the  Termination  Date relating to the Commitments  held  by  the
Disapproving Banks shall remain as then in effect with  repayment
of  Obligations held by such Disapproving Banks being due on such
date  and  termination of their respective  Commitments  on  such
date, (ii) the Termination Date relating to the Commitments  held
by  the  Approving Banks shall be extended by an  additional  one
year  period, and (iii) the Borrower may, at its own expense with
the assistance of the Administrative Agent, make arrangements for
another  bank  or financial institution reasonably acceptable  to
the  Administrative Agent to acquire, in whole or  in  part,  the
Obligations and Commitments of the Disapproving Banks.  Where any
such   arrangements  are  made  for  another  bank  or  financial
institution  to  acquire the Obligations  and  Commitments  of  a
Disapproving Bank, or any portion thereof, then upon  payment  of
the  Obligations  and  termination of  the  Commitments  relating
thereto,  such  Disapproving  Bank shall  promptly  transfer  and
assign,  in whole or in part, as requested, without recourse  (in
accordance with and subject to the provisions of Section  10.03),
all  or part of its interests, rights and obligations under  this
Credit  Agreement  to  such bank or financial  institution  which
shall  assume  such assigned obligations (which assignee  may  be
another Bank, if a Bank accepts such assignment); provided,  that
such  assignment  shall  not  conflict  with  any  law,  rule  or
regulation or order of any court or other Governmental Authority.
     
     2.02  Committed Revolving Loan Advances.
           
           (a)   Notices.  Whenever the Borrower  desires  a
     Committed  Revolving Loan advance hereunder,  it  shall
     give  written  notice  (or  telephone  notice  promptly
     confirmed in writing)  to the Administrative  Agent  (a
     "Notice  of  Borrowing")  not  later  than  10:00  A.M.
     (Charlotte, North Carolina time) on the Business Day of
     the  requested advance in the case of Base Rate  Loans,
     on  the  second  Business Day prior  to  the  requested
     advance  in  the case of Adjusted CD Loans and  on  the
     third  Business Day prior to the requested  advance  in
     the  case of Eurodollar Loans.  Each such notice  shall
     be  irrevocable and shall specify (i) that a  Committed
     Revolving  Loan  is requested, (ii)  the  date  of  the
     requested  advance  (which shall be  a  Business  Day),
     (iii)  the  aggregate  principal  amount  of  Committed
     Revolving  Loans requested, and (iv) whether  the  Loan
     requested  shall consist of Base Rate Loans, Eurodollar
     Loans, Adjusted CD Loans or a combination thereof,  and
     if  Eurodollar  Loans  and/or  Adjusted  CD  Loans  are
     requested,  the Interest Periods with respect  thereto.
     If  the Borrower shall fail to specify in any Notice of
     Borrowing (A) an applicable Interest Period in the case
     of  a Eurodollar Loan or an Adjusted CD Loan, then such
     notice  shall be deemed to be a request for an Interest
     Period  of one month or 30 days, respectively,  or  (B)
     the  type  of Committed Revolving Loan requested,  then
     such  notice shall be deemed to be a request for a Base
     Rate Loan hereunder.  The Administrative Agent shall as
     promptly as practicable give each Bank notice  of  each
     requested  Committed Revolving Loan  advance,  of  such
     Bank's  pro rata share thereof and of the other matters
     covered in the Notice of Borrowing.

           (b)   Minimum Amounts.  Committed Revolving  Loan
     advances  shall  be  in a minimum aggregate  amount  of
     $5,000,000  and  integral multiples  of  $1,000,000  in
     excess thereof.

           (c)   Advances.  Each Bank will make its pro rata
     share   of   each  Committed  Revolving  Loan   advance
     available  to  the Administrative Agent  by  2:00  P.M.
     (Charlotte, North Carolina time) on the date  specified
     in  the  Notice of Borrowing by deposit in U.S. dollars
     of  immediately available funds at the offices  of  the
     Administrative Agent in Charlotte, North  Carolina,  or
     at  such  other  address in the United  States  as  the
     Administrative  Agent may designate  in  writing.   All
     Committed Revolving Loan advances shall be made by  the
     Banks pro rata on the basis of each Bank's share of the
     Revolving   Committed  Amount.   No   Bank   shall   be
     responsible for the failure or delay by any other  Bank
     in  its  obligation  to make Committed  Revolving  Loan
     advances hereunder; provided, however, that the failure
     of  any Bank to fulfill its commitments hereunder shall
     not   relieve   any  other  Bank  of  its   commitments
     hereunder.  Unless the Administrative Agent shall  have
     been notified by any Bank prior to the time of any such
     Committed  Revolving Loan advance that such  Bank  does
     not  intend  to  make  available to the  Administrative
     Agent  its  portion  of  the Committed  Revolving  Loan
     advance  to  be  made on such date, the  Administrative
     Agent  may  assume that such Bank has made such  amount
     available  to the Administrative Agent on the  date  of
     such   Committed  Revolving  Loan  advance,   and   the
     Administrative Agent, in reliance upon such assumption,
     may  (in its sole discretion without any obligation  to
     do  so)  make available to the Borrower a corresponding
     amount.   If such corresponding amount is not  in  fact
     made  available to the Administrative Agent by a  Bank,
     the  Administrative Agent shall be entitled to  recover
     such corresponding amount from such Bank.  If such Bank
     does  not pay such corresponding amount forthwith  upon
     the   Administrative  Agent's  demand   therefor,   the
     Administrative Agent will promptly notify the  Borrower
     and   the   Borrower   shall   immediately   pay   such
     corresponding amount to the Administrative Agent.   The
     Administrative Agent shall also be entitled to  recover
     from  such  Bank or the Borrower, as the case  may  be,
     interest  on  such corresponding amount in  respect  of
     each  day  from the date such corresponding amount  was
     made  available  by  the Administrative  Agent  to  the
     Borrower  to  the  date  such corresponding  amount  is
     recovered  by the Administrative Agent, at a per  annum
     rate equal to (i) if paid by such Bank, within two  (2)
     Business  Days  of  making  such  corresponding  amount
     available to the Borrower, the overnight Federal  Funds
     Effective Rate, and thereafter the Base Rate, and  (ii)
     if  paid  by  the  Borrower, the then  applicable  rate
     calculated in accordance with Section 2.05.

     2.03  Conversion.

      The Borrower shall have the option, on any Business Day, to
extend  existing Loans into a subsequent Interest  Period  or  to
convert Loans into Loans of another type; provided, however, that
(i) except as provided in Section 2.13(iii), Eurodollar Loans and
Adjusted  CD  Loans may be converted into Loans of  another  type
only  on  the last day of an Interest Period applicable  thereto,
(ii) Eurodollar Loans and Adjusted CD Loans may be extended,  and
Loans  may  be  converted into Eurodollar Loans  or  Adjusted  CD
Loans, only if no Default or Event of Default is in existence  on
the date of extension or conversion, (iii) Loans extended as,  or
converted into, Eurodollar Loans or Adjusted CD Loans shall be in
such minimum amounts as provided in Section 2.02(b), and (iv) any
request  for  extension or conversion of  a  Eurodollar  Loan  or
Adjusted  CD Loan which shall fail to specify an Interest  Period
shall  be  deemed to be a request for an Interest Period  of  one
month   or  30  days,  respectively.   Each  such  extension   or
conversion  shall be effected by the Borrower by  giving  written
notice (or telephone notice promptly confirmed in writing) to the
Administrative  Agent  (including  requests  for  extensions  and
renewals,   a  "Notice  of  Conversion")  prior  to  10:00   A.M.
(Charlotte, North Carolina time) on the Business Day of,  in  the
case of Base Rate Loans, on the second Business Day prior to,  in
the  case  of  Adjusted CD Loans, and on the third  Business  Day
prior  to,  in  the case of Eurodollar Loans,  the  date  of  the
proposed  extension or conversion, specifying  the  date  of  the
proposed extension or conversion, the Loans to be so extended  or
converted,  the types of Loans into which such Loans  are  to  be
converted  and,  if appropriate, the applicable Interest  Periods
with  respect thereto.  Each request for extension or  conversion
shall  be  deemed to be a reaffirmation by the Borrower  that  no
Default  or  Event of Default then exists and is  continuing  and
that  the  representations and warranties set forth in Section  4
are  true  and  correct in all material respects (except  to  the
extent  they  relate to an earlier period).   In  the  event  the
Borrower  fails  to  request  extension  or  conversion  of   any
Eurodollar  Loan  or  Adjusted CD Loan in  accordance  with  this
Section, or any such conversion or extension is not permitted  by
this  Section,  then such Loans shall be automatically  converted
into  Base  Rate Loans at the end of their Interest Period.   The
Administrative Agent shall give each Bank notice as  promptly  as
practicable of any such proposed conversion affecting any Loans.

     2.04  Repayment of the Committed Revolving Loans.

      The  Committed Revolving Loans shall be due and payable  in
full on the Termination Date.

     2.05  Interest on Committed Revolving Loans.

      The Committed Revolving Loans shall bear interest at a  per
annum rate equal to:

           (a)   Base  Rate Loans.  During such  periods  as
     Committed  Revolving Loans shall consist of  Base  Rate
     Loans, the Base Rate;

           (b)   Eurodollar Loans.  During such  periods  as
     Committed  Revolving Loans shall consist of  Eurodollar
     Loans, the sum of the Adjusted Eurodollar Rate plus the
     Applicable Percentage;

           (c)   Adjusted CD Loans.  During such periods  as
     Committed Revolving Loans shall consist of Adjusted  CD
     Loans,  the  sum  of  the Adjusted  CD  Rate  plus  the
     Applicable Percentage;

provided,  however, that from and after any failure to  make  any
payment  of  principal or interest in respect of the  Obligations
hereunder when due, whether at scheduled or accelerated  maturity
or   on  account  of  any  mandatory  prepayment  (including  any
reimbursement  obligations in respect of Letters  of  Credit  and
requirement for cash collateral hereunder), the principal of and,
to  the  extent  permitted  by law, interest  on,  the  Committed
Revolving Loans shall bear interest, payable on demand, at a  per
annum  rate  two  percent (2%) in excess of  the  rate  otherwise
applicable  hereunder.   Interest on  Committed  Revolving  Loans
shall be payable in arrears on each Interest Payment Date.

     2.06  Committed Revolving Notes.

     Committed Revolving Loans by each Bank shall be evidenced by
a duly executed promissory note of the Borrower to each such Bank
dated  as  of  the  Closing Date in an original principal  amount
equal to such Bank's Revolving Committed Amount and substantially
in  the  form of Schedule 2.06 (such promissory note, as amended,
modified,  extended, renewed or replaced from  time  to  time  is
hereinafter  referred  to individually as a "Committed  Revolving
Note" and collectively as the "Committed Revolving Notes").

     2.07  Letter of Credit Subfacility.

            (a)    Issuance.   Subject  to  the  terms   and
     conditions hereof and of the LOC Documents, if any, and
     any  other terms and conditions which the Issuing  Bank
     may  reasonably require, the Banks will participate  in
     the  Existing Letters of Credit and in the issuance  by
     the Issuing Banks from time to time of such Letters  of
     Credit from the Closing Date until the Termination Date
     as  the  Borrower or any other Credit Party may request
     in  a  form  acceptable to the Issuing Bank;  provided,
     however,  that (i) the aggregate amount  of  Trade  LOC
     Obligations  shall  not at any time exceed  $70,000,000
     (the  "Trade LOC Committed Amount"), (ii) the aggregate
     amount of Standby LOC Obligations shall not at any time
     exceed   $10,000,000   (the  "Standby   LOC   Committed
     Amount"),  (iii)  the sum of Committed Revolving  Loans
     plus Swingline Loans plus LOC Obligations shall not  at
     any  time  exceed  the  aggregate  Revolving  Committed
     Amount  and  (iv)  Standby Letters of Credit  shall  be
     issued  solely  for the purpose of supporting  workers'
     compensation and other insurance programs.   Except  as
     otherwise  expressly agreed upon by all the  Banks,  no
     Standby Letter of Credit shall have an original  expiry
     date  more than one year from the date of issuance  and
     no Trade Letter of Credit shall have an original expiry
     date  more than 210 days following the date of issuance
     thereof;  provided, however, so long as no  Default  or
     Event  of  Default has occurred and is  continuing  and
     subject  to  the  other  terms and  conditions  to  the
     issuance  of  Standby Letters of Credit hereunder,  the
     expiry  dates  of  Standby Letters of  Credit  will  be
     extended  annually on each anniversary  date  of  their
     date of issuance for an additional period not to exceed
     one  year; provided, further, that no Letter of Credit,
     whether  Standby or Trade, as originally issued  or  as
     extended,  shall  have an expiry date extending  beyond
     the   Termination  Date  except   that  prior  to   the
     Termination  Date a Letter of Credit may be  issued  or
     extended  with  an  expiry date  extending  beyond  the
     Termination  Date  if,  and to  the  extent  that,  the
     responsible Credit Party shall provide cash  collateral
     to  the  Issuing  Bank  on  the  date  of  issuance  or
     extension  in  an  amount equal to the  maximum  amount
     available  to  be  drawn under such Letter  of  Credit.
     Each Letter of Credit shall comply with the related LOC
     Documents.  The issuance and expiry date of each Letter
     of Credit shall be a Business Day.

           (b)   Notice  and Reports.  The request  for  the
     issuance  of  a Letter of Credit shall be submitted  to
     the  Issuing Bank at least three (3) Business  Days  in
     the  case  of  Standby Letters of Credit  and  one  (1)
     Business  Day in the case of Trade Letters  of  Credit,
     prior  to the requested date of issuance.  The  Issuing
     Banks will, at least quarterly and more frequently upon
     request,  provide  to  the  Administrative  Agent   for
     dissemination to the Banks a detailed report specifying
     the  Letters  of  Credit  which  are  then  issued  and
     outstanding and any activity with respect thereto which
     may  have occurred since the date of the prior  report,
     and  including therein, among other things, the account
     party, the beneficiary, the face amount, expiry date as
     well  as  any  payment or expirations  which  may  have
     occurred.   The Issuing Banks will further  provide  to
     the  Administrative Agent promptly upon request  copies
     of  the  Letters  of  Credit.  Each  Issuing  Bank,  by
     acceptance  of its position as such, acknowledges  that
     the  nature  of  the credit provided pursuant  to  this
     Credit  Agreement necessitates that the  Administrative
     Agent  be kept informed as to the nature and extent  of
     credit  extended hereunder, including particularly  LOC
     Obligations.  To that end each Issuing Bank  agrees  to
     provide  to  the Administrative Agent at least  weekly,
     and  more frequently upon request, a summary report  of
     the   nature   and  extent  of  LOC  Obligations   then
     outstanding.

           (c)  Participations.  Each Bank, with respect  to
     the  Existing  Letter  of Credit,  hereby  purchases  a
     participation  in such Existing Letters of  Credit  and
     with  respect to Letters of Credit issued on  or  after
     the  Closing Date, upon issuance of a Letter of Credit,
     shall  be  deemed to have purchased without recourse  a
     risk participation from the Issuing Bank in such Letter
     of  Credit  and the obligations arising thereunder  and
     any  collateral relating thereto, in each  case  in  an
     amount  equal to its pro rata share of the  obligations
     under  such  Letter of Credit (based on the  proportion
     which  each such Bank's Trade LOC Committed  Amount  or
     Standby  LOC  Committed Amount bears to  the  aggregate
     Trade  LOC  Committed Amount or aggregate  Standby  LOC
     Committed Amount, as appropriate) and shall absolutely,
     unconditionally  and  irrevocably  assume,  as  primary
     obligor and not as surety, and be obligated to  pay  to
     the  Issuing Bank therefor and discharge when due,  its
     pro  rata  share of the obligations arising under  such
     Letter  of  Credit.   Without limiting  the  scope  and
     nature  of  each Bank's participation in any Letter  of
     Credit,  to  the extent that the Issuing Bank  has  not
     been reimbursed as required hereunder or under any such
     Letter  of  Credit, each such Bank  shall  pay  to  the
     Issuing  Bank  its pro rata share of such  unreimbursed
     drawing in same day funds on the day of notification by
     the Issuing Bank of an unreimbursed drawing pursuant to
     the   provisions   of  subsection  (d)   hereof.    The
     obligation  of  each Bank to so reimburse  the  Issuing
     Bank shall be absolute and unconditional and shall  not
     be affected by the occurrence of a Default, an Event of
     Default  or  any other occurrence or event.   Any  such
     reimbursement shall not relieve or otherwise impair the
     obligation  of  the Borrower to reimburse  the  Issuing
     Bank under any Letter of Credit, together with interest
     as hereinafter provided.

           (d)   Reimbursement.  In the event of any drawing
     under  any  Letter  of Credit, the  Issuing  Bank  will
     promptly notify the Borrower and the responsible Credit
     Party.  Unless the Borrower or responsible Credit Party
     shall immediately notify the Issuing Bank of its intent
     to  otherwise reimburse the Issuing Bank, the  Borrower
     shall be deemed to have requested a Committed Revolving
     Loan  in  the  amount  of the drawing  as  provided  in
     subsection  (e) hereof, the proceeds of which  will  be
     used  to  satisfy  the reimbursement obligations.   The
     appropriate  Credit Party shall reimburse  the  Issuing
     Bank  on the day of drawing under any Letter of  Credit
     (either with the proceeds of a Committed Revolving Loan
     obtained  hereunder or otherwise) in same day funds  as
     provided  herein  or  in  the  LOC  Documents.  If  the
     appropriate  Credit Party shall fail to  reimburse  the
     Issuing  Bank as provided hereinabove, the unreimbursed
     amount  of such drawing shall bear interest  at  a  per
     annum  rate  equal  to the Base Rate plus  two  percent
     (2%).   The  Credit Parties' reimbursement  obligations
     hereunder shall be absolute and unconditional under all
     circumstances  irrespective of any rights  of  set-off,
     counterclaim  or defense to payment the Credit  Parties
     may  claim  or  have  against  the  Issuing  Bank,  the
     Administrative Agent, the Banks, the beneficiary of the
     Letter  of  Credit  drawn upon  or  any  other  Person,
     including without limitation any defense based  on  any
     failure  of the Credit Parties to receive consideration
     or    the    legality,    validity,    regularity    or
     unenforceability of the Letter of Credit.  The  Issuing
     Bank will promptly notify the other Banks of the amount
     of   any  unreimbursed  drawing  and  each  Bank  shall
     promptly  pay  to  the  Administrative  Agent  for  the
     account  of  the  Issuing  Bank  in  Dollars   and   in
     immediately available funds, the amount of such  Bank's
     pro  rata  share  of such unreimbursed  drawing.   Such
     payment  shall  be  made  on the  day  such  notice  is
     received  by  such Bank from the Issuing Bank  if  such
     notice  is  received at or before 2:00 p.m., Charlotte,
     North  Carolina time, otherwise such payment  shall  be
     made at or before 12:00 Noon, Charlotte, North Carolina
     time, on the Business Day next succeeding the day  such
     notice  is  received.  If such Bank does not  pay  such
     amount  to the Issuing Bank in full upon such  request,
     such  Bank  shall, on demand, pay to the Administrative
     Agent  for the account of the Issuing Bank interest  on
     the  unpaid amount during the period from the  date  of
     such  drawing until such Bank pays such amount  to  the
     Issuing Bank in full at a rate per annum equal  to,  if
     paid  within  two  (2) Business Days  of  the  date  of
     drawing,   the   Federal  Funds  Effective   Rate   and
     thereafter  at  a  rate equal to the Base  Rate.   Each
     Bank's  obligation to make such payment to the  Issuing
     Bank, and the right of the Issuing Bank to receive  the
     same, shall be absolute and unconditional, shall not be
     affected  by  any circumstance whatsoever  and  without
     regard  to the termination of this Credit Agreement  or
     the  Commitments hereunder, the existence of a  Default
     or   Event  of  Default  or  the  acceleration  of  the
     Obligations  hereunder and shall be  made  without  any
     offset, abatement, withholding or reduction whatsoever.
     Simultaneously with the making of each such payment  by
     a   Bank   to  the  Issuing  Bank,  such  Bank   shall,
     automatically  and without any further  action  on  the
     part  of  the  Issuing  Bank or such  Bank,  acquire  a
     participation  in  an  amount  equal  to  such  payment
     (excluding  the  portion of such  payment  constituting
     interest  owing  to the Issuing Bank)  in  the  related
     unreimbursed drawing portion of the LOC Obligation  and
     in   the  interest  thereon  and  in  the  related  LOC
     Documents,   and  shall  have  a  claim   against   the
     respective Credit Parties with respect thereto.

          (e)  Repayment with Committed Revolving Loans.  On
     any day on which the Borrower shall have requested,  or
     been  deemed  to have requested, a Committed  Revolving
     Loan  advance to reimburse a drawing under a Letter  of
     Credit,  the Administrative Agent shall give notice  to
     the  Banks  that a Committed Revolving  Loan  has  been
     requested  or  deemed requested in  connection  with  a
     drawing  under  a  Letter of Credit, in  which  case  a
     Committed  Revolving Loan advance comprised  solely  of
     Base  Rate  Loans  (each such borrowing,  a  "Mandatory
     Borrowing")  shall be immediately made from  all  Banks
     (without  giving  effect  to  any  termination  of  the
     Commitments pursuant to Section 8.02) pro rata based on
     each   of   the   Banks'  respective   Revolving   Loan
     Commitments  (determined before giving  effect  to  any
     termination  of  the  Commitments pursuant  to  Section
     8.02)  and the proceeds thereof shall be paid  directly
     to  the appropriate Issuing Bank(s) for application  to
     the  respective LOC Obligations.  Each such Bank hereby
     irrevocably  agrees  to make such  Committed  Revolving
     Loans  immediately  upon  any such  request  or  deemed
     request on account of each Mandatory Borrowing  in  the
     amount  and  in  the manner specified in the  preceding
     sentence and on the same such date notwithstanding  (i)
     the  amount of Mandatory Borrowing may not comply  with
     the  minimum amount for advances of Committed Revolving
     Loans  otherwise required hereunder, (ii)  whether  any
     conditions   specified  in  Section   2.09   are   then
     satisfied,  (iii)  whether a Default  or  an  Event  of
     Default  then exists, (iv) failure for any such request
     or  deemed request for Committed Revolving Loan  to  be
     made by the time otherwise required in Section 2.02(a),
     (v)  the date of such Mandatory Borrowing, or (vi)  any
     reduction  in the Revolving Committed Amount after  any
     such  Letter  of  Credit  may  have  been  drawn  upon;
     provided, however, that in the event any such Mandatory
     Borrowing  should be less than the minimum  amount  for
     advances   of   Committed  Revolving  Loans   otherwise
     provided in Section 2.02(b), the Borrower shall pay  to
     the Agent for its own account an administrative fee  of
     $500.  In the event that any Mandatory Borrowing cannot
     for  any  reason be made on the date otherwise required
     above  (including, without limitation, as a  result  of
     the  commencement of a proceeding under the  Bankruptcy
     Code  with respect to the Borrower or any other  Credit
     Party), then each such Bank hereby agrees that it shall
     forthwith  purchase  (as  of  the  date  the  Mandatory
     Borrowing  would otherwise have occurred, but  adjusted
     for any payments received from the Borrower on or after
     such  date and prior to such purchase) from the Issuing
     Bank(s)  such  participations in  the  outstanding  LOC
     Obligations  as shall be necessary to cause  each  such
     Bank  to  share  in such LOC Obligations ratably  based
     upon   its   respective  Revolving   Loan   Commitments
     (determined before giving effect to any termination  of
     the  Commitments  pursuant to Section  8.02),  provided
     that   at  the  time  any  purchase  of  participations
     pursuant  to  this  sentence  is  actually  made,   the
     purchasing Bank shall be required to pay to the Issuing
     Bank  interest on the principal amount of participation
     purchased for each day from and including the day  upon
     which  the  Mandatory  Borrowing would  otherwise  have
     occurred to but excluding the date of payment for  such
     participation, at the rate equal to, if paid within two
     (2)   Business  Days  of  the  date  of  the  Mandatory
     Borrowing,  the  Federal  Funds  Effective  Rate,   and
     thereafter at a rate equal to the Base Rate.

          (f)  Modification, Extension.  The issuance of any
     supplement,   modification,  amendment,   renewal,   or
     extension  to any Letter of Credit shall, for  purposes
     hereof,  be  treated in all respects the  same  as  the
     issuance of a new Letter of Credit hereunder.

           (g)   Uniform Customs and Practices.  The Issuing
     Bank  may have the Letters of Credit be subject to  The
     Uniform  Customs and Practice for Documentary  Credits,
     as   published  as  of  the  date  of  issue   by   the
     International Chamber of Commerce (the "UCP"), in which
     case the UCP may be incorporated therein and deemed  in
     all respects to be a part thereof.

           (h)   Provisions Relating to Trade Letters of  Credit.
     (i)  Each of the respective Credit Parties agrees to procure
     or to cause the beneficiaries of each Trade Letter of Credit
     to procure promptly any necessary import and export or other
     licenses  for the import or export or shipping of any  goods
     referred  to in or pursuant to a Trade Letter of Credit  and
     to  comply and to cause the beneficiaries to comply with all
     foreign  and domestic governmental regulations with  respect
     to  the  shipment and warehousing of such goods or otherwise
     relating  to  or  affecting such  Trade  Letter  of  Credit,
     including    governmental    regulations    pertaining    to
     transactions involving designated foreign countries or their
     nationals, and to furnish such certificates in that  respect
     as  the  Issuing  Bank  thereof may at any  time  reasonably
     require,  and  to  keep  such goods  adequately  covered  by
     insurance  in amounts, with carriers and for such  risks  as
     shall  be customary in the industry and to cause the Issuing
     Bank's  interest  to be endorsed on such  insurance  and  to
     furnish  the  Issuing  Bank at its request  with  reasonable
     evidence  thereof.  Should such insurance (or lack  thereof)
     upon   said   goods  for  any  reason  not   be   reasonably
     satisfactory to such Issuing Bank, the Issuing Bank may (but
     is not obligated to) obtain, at such Credit Party's expense,
     insurance satisfactory to the Issuing Bank.

           (ii)   In connection with each Trade Letter of Credit,
     neither  any  Issuing  Bank nor any of their  correspondents
     shall  be  responsible  for: (A) the  existence,  character,
     quality, quantity, condition, packing, value or delivery  of
     the  property purporting to be represented by documents; (B)
     any difference in character, quality, quantity, condition or
     value of the property from that expressed in documents;  (C)
     the  time, place, manner or order in which shipment  of  the
     property   is  made;  (D)  partial  or  incomplete  shipment
     referred  to in such credit; (E) the character, adequacy  or
     responsibility  of any insurer, or any other risk  connected
     with  insurance; (F) any deviation from instructions, delay,
     default  or  fraud by the beneficiary or  any  one  else  in
     connection  with the property or the shipping  thereof;  (G)
     the solvency, responsibility or relationship to the property
     of  any  party issuing any documents in connection with  the
     property;  (H)  delay  in arrival or failure  to  arrive  of
     either  the  property  or  any  of  the  documents  relating
     thereto;  (I) delay in giving or failure to give  notice  of
     arrival  or  any  other notice; (J) any breach  of  contract
     between  the  shippers or vendors and the respective  Credit
     Party;  (K) any laws, customs, and regulations which may  be
     effective  in any jurisdiction where any negotiation  and/or
     payment  of such Trade Letter of Credit occurs; (L)  failure
     of  documents (other than documents required by the terms of
     the  Trade  Letter  of  Credit) to accompany  any  draft  at
     negotiation; or (M) failure of any person to note the amount
     of  any  document  or drafts on the reverse  of  such  Trade
     Letter  of  Credit or to surrender or to take up such  Trade
     Letter  of  Credit  or  to  forward  documents  other   than
     documents  required  by the terms of  the  Trade  Letter  of
     Credit.  In connection with each Trade Letter of Credit,  no
     Issuing Bank shall be responsible for any error, neglect  or
     default  of any of their correspondents.  None of the  above
     shall  affect, impair or prevent the vesting of any  of  the
     Issuing  Bank's  rights  or powers hereunder.   If  a  Trade
     Letter of Credit provides that payment is to be made by  the
     Issuing  Bank's correspondent, neither the Issuing Bank  nor
     such  correspondent shall be responsible for the failure  of
     any  of  the  documents specified in such  Trade  Letter  of
     Credit  to  come into the Issuing Bank's hands, or  for  any
     delay in connection therewith, and Credit Parties respective
     obligations to make reimbursements shall not be affected  by
     such failure or delay in the receipt of any such documents.

           (iii)  Notwithstanding but without limiting any of the
     foregoing,  with respect to any Trade Letter of Credit,  the
     Credit Parties and the Banks shall have a claim against  the
     respective  Issuing  Bank, and such Issuing  Bank  shall  be
     liable  to such Credit Parties and the Banks, to the extent,
     but  only  to  the  extent, of any  direct,  as  opposed  to
     indirect  or consequential, damages suffered by  the  Credit
     Parties  and the Banks caused by the Issuing Bank's  willful
     misconduct or gross negligence.

     2.08  Swingline Loan Subfacility.

           (a)   Swingline Commitment.  Subject to and  upon  the
     terms  and  conditions and relying upon the  representations
     and  warranties herein set forth, the Swingline  Lender,  in
     its  individual  capacity, agrees to make certain  revolving
     credit  loans to the Borrower (each a "Swingline Loan"  and,
     collectively, the "Swingline Loans") from time to time  from
     the Closing Date until the Termination Date for the purposes
     hereinafter set forth; provided, however, (i) the  aggregate
     amount of Swingline Loans outstanding at any time shall  not
     exceed  TEN  MILLION DOLLARS ($10,000,000)  (the  "Swingline
     Committed  Amount"), and (ii) the sum of Committed Revolving
     Loans  plus Swingline Loans plus LOC Obligations outstanding
     at any time shall not exceed the Revolving Committed Amount.
     Swingline Loans hereunder may consist of Base Rate Loans  or
     Fed  Funds  Swingline Loans as the Borrower may request  and
     may   be  repaid  and  reborrowed  in  accordance  with  the
     provisions hereof.

          (b)  Swingline Loan Advances.

                     (i)   Notices; Disbursement.   Whenever  the
          Borrower desires a Swingline Loan advance hereunder  it
          shall give written notice (or telephone notice promptly
          confirmed  in writing) to the Swingline Lender  and  to
          the  Administrative Agent (not later  than  12:00  noon
          (Charlotte, North Carolina time) on the Business Day of
          the  requested Swingline Loan advance. Each such notice
          shall  be  irrevocable and shall  specify  (A)  that  a
          Swingline  Loan advance is requested, (B) the  date  of
          the requested Swingline Loan advance (which shall be  a
          Business  Day), (C) the aggregate principal  amount  of
          the  Swingline Loan advance requested and  (D)  whether
          the Swingline Loan shall consist of Base Rate Loans  or
          Fed Funds Swingline Loans.

                     (ii)  Minimum Amounts.  Each Swingline  Loan
          advance  shall  be  in  a minimum principal  amount  of
          $250,000  and integral multiples of $100,000 in  excess
          thereof.

                    (iii)     Repayment of Swingline Loans.  Each
          Swingline Loan advance shall be due and payable on  the
          earliest  of  (A)  29  days from the  date  of  advance
          thereof,  (B) the date of the next Committed  Revolving
          Loan advance, or (C) the Termination Date.  If, and  to
          the  extent,  any  Swingline  Loan  advances  shall  be
          outstanding on the date of any Committed Revolving Loan
          advance,  such  Swingline Loans shall first  be  repaid
          from  the  proceeds  of such Committed  Revolving  Loan
          advance prior to distribution to the Borrower.  If, and
          to  the  extent,  Committed  Revolving  Loans  are  not
          requested prior to the Termination Date or the  end  of
          any  such  29  day  period from the date  of  any  such
          Swingline Loan advance, the Borrower shall be deemed to
          have  requested  a Committed Revolving  Loan  comprised
          solely  of  Base  Rate  Loans in  the  amount  of  such
          Swingline  Loan advance then outstanding, the  proceeds
          of  which  shall be used to repay the Swingline  Lender
          for  such  Swingline Loan.  In addition, the  Swingline
          Lender  may,  at  any time, in its sole discretion,  by
          written  notice  to the Borrower and the Administrative
          Agent,  demand repayment of its Swingline Loans by  way
          of  a  Committed Revolving Loan advance, in which  case
          the  Borrower  shall  be deemed  to  have  requested  a
          Committed  Revolving Loan advance comprised  solely  of
          Base  Rate Loans in the amount of such Swingline Loans;
          provided, however, that any such demand shall be deemed
          to  have  been  given one Business  Day  prior  to  the
          Termination Date and upon the occurrence of  any  Event
          of  Default described in Section 8.01(f) and also  upon
          acceleration of the Obligations hereunder,  whether  on
          account  of  an Event of Default described  in  Section
          8.01(f) or any other Event of Default, and the exercise
          of  remedies  in  accordance  with  the  provisions  of
          Section 8.02 hereof (each such Committed Revolving Loan
          advance  made  on  account of any such  deemed  request
          therefor  as provided herein being hereinafter referred
          to  as  a  "Mandatory Borrowing").   Each  Bank  hereby
          irrevocably  agrees  to make such  Committed  Revolving
          Loans  promptly upon any such request or deemed request
          on  account  of each Mandatory Borrowing in the  amount
          and  in  the manner specified in the preceding sentence
          and  on  the  same  such date notwithstanding  (I)  the
          amount  of Mandatory Borrowing may not comply with  the
          minimum  amount  for  advances of  Committed  Revolving
          Loans  otherwise required hereunder, (II)  whether  any
          conditions   specified  in  Section   2.09   are   then
          satisfied,  (III)  whether a Default  or  an  Event  of
          Default  then exists, (IV) failure for any such request
          or  deemed request for Committed Revolving Loan  to  be
          made by the time otherwise required in Section 2.02(a),
          (V)  the date of such Mandatory Borrowing, or (VI)  any
          reduction   in  the  Revolving  Committed   Amount   or
          termination   of   the  Commitments  relating   thereto
          immediately  prior  to  such  Mandatory  Borrowing   or
          contemporaneous  therewith.   In  the  event  that  any
          Mandatory  Borrowing cannot for any reason be  made  on
          the  date otherwise required above (including,  without
          limitation,  as  a  result of  the  commencement  of  a
          proceeding  under the Bankruptcy Code with  respect  to
          the Borrower or any other Credit Party), then each Bank
          hereby agrees that it shall forthwith purchase promptly
          upon  demand  (as  of the date the Mandatory  Borrowing
          would  otherwise  have occurred, but adjusted  for  any
          payments  received from the Borrower on or  after  such
          date  and  prior to such purchase) from  the  Swingline
          Lender such participations in the outstanding Swingline
          Loans as shall be necessary to cause each such Bank  to
          share  in  such Swingline Loans ratably based upon  its
          respective Revolving Loan Commitment (determined before
          giving  effect  to any termination of  the  Commitments
          pursuant  to  Section  8.02),  provided  that  (A)  all
          interest  payable on the Swingline Loans shall  be  for
          the  account of the Swingline Lender until the date  as
          of which the respective participation is purchased, and
          (B) at the time any purchase of participations pursuant
          to  this sentence is actually made, the purchasing Bank
          shall  be  required  to  pay to  the  Swingline  Lender
          interest  on  the  principal  amount  of  participation
          purchased for each day from and including the day  upon
          which  the  Mandatory  Borrowing would  otherwise  have
          occurred to but excluding the date of payment for  such
          participation, at the rate equal to, if paid within two
          (2)   Business  Days  of  the  date  of  the  Mandatory
          Borrowing,  the  Federal  Funds  Effective  Rate,   and
          thereafter at a rate equal to the Base Rate.

           (c)   Interest  on Swingline Loans.   Swingline  Loans
     shall bear interest at a per annum rate equal to

                     (i)    Base Rate Loans.  During such periods
          as  a  Swingline Loan shall consist of Base Rate Loans,
          the Base Rate; and

                    (ii)  Fed Funds Swingline Loans.  During such
          periods as a Swingline Loan shall consist of Fed  Funds
          Swingline Loans, the sum of the Adjusted Federal  Funds
          Rate plus the Applicable Percentage;

     provided, however, that from and after any failure  to  make
     any  payment of principal or interest in respect of  any  of
     the  Loans  hereunder  when due,  whether  at  scheduled  or
     accelerated   maturity  or  on  account  of  any   mandatory
     prepayment, the principal of and, to the extent permitted by
     law,  interest  on,  Swingline Loans  shall  bear  interest,
     payable  on demand, at a per annum rate two percent (2%)  in
     excess of the Base Rate.  Interest on Swingline Loans  shall
     be payable in arrears on each Interest Payment Date.

           (d)   Swingline  Note.  The Swingline Loans  shall  be
     evidenced by a duly executed promissory note of the Borrower
     to  the Swingline Lender dated as of the Closing Date in the
     original  amount  of  the  Swingline  Committed  Amount  and
     substantially in the form of Schedule 2.08(d)  (as  amended,
     modified,  supplemented, extended, renewed or replaced  from
     time to time, the "Swingline Note").

     2.09  Conditions of Lending.

           (a)   Conditions.   The obligation  to  make  any
     Extensions   of   Credit  hereunder   is   subject   to
     satisfaction of the following conditions:

                 (i)   receipt  of  a  Notice  of  Borrowing
          pursuant to Section 2.02(a) or request for  Letter
          of Credit pursuant to Section 2.07;

                     (ii) the representations and warranties
          set  forth in Section 5 hereof shall be  true  and
          correct  in all material respects as of such  date
          (except  for  those which expressly relate  to  an
          earlier date);

                    (iii) immediately after giving effect to
          the requested Extension of Credit, (A) with regard
          to  each  Bank individually, the Bank's  pro  rata
          share of the outstanding Committed Revolving Loans
          plus  Swingline  Loans plus LOC Obligations  shall
          not exceed such Bank's Revolving Committed Amount,
          and (B) with regard to the Banks collectively, (I)
          the   sum   of  Committed  Revolving  Loans   plus
          Swingline   Loans   plus  LOC   Obligations   then
          outstanding   shall  not  exceed   the   aggregate
          Revolving  Committed Amount,  (II)  the  aggregate
          amount  of Trade LOC Obligations shall not  exceed
          the   Trade   LOC  Committed  Amount,  (III)   the
          aggregate amount of Standby LOC Obligations  shall
          not  exceed the Standby LOC Committed Amount,  and
          (IV) the aggregate amount of Swingline Loans shall
          not exceed the Swingline Committed Amount; and

                     (iv)  no  Default or Event of Default  shall
          exist and be continuing either prior to or after giving
          effect thereto.

           (b)  Reaffirmation.  Each request for a Committed
     Revolving   Loan  advance  pursuant  to  a  Notice   of
     Borrowing  or a Notice of Conversion, for  a  Swingline
     Loan advance pursuant to a Notice of Borrowing and  for
     issuance,  extension or modification  of  a  Letter  of
     Credit  shall  be  deemed  to  be  representation   and
     warranty of the correctness of the matters specified in
     this subsections (a)(ii), (iii) and (iv) hereof.

     2.10  Termination of Commitments.

     The Borrower may from time to time permanently terminate the
Revolving  Committed Amount and/or the respective  LOC  Committed
Amounts  in  whole  or in part (in minimum aggregate  amounts  of
$10,000,000  and  integral  multiples  of  $1,000,000  in  excess
thereof)  upon  3  Business Days' prior  written  notice  to  the
Administrative Agent.

     2.11  Fees.

           (a)  Upfront Fee.  The Borrower agrees to pay  in
     immediately available funds to the Administrative Agent
     for  the ratable benefit of the Banks on or before  the
     Closing  Date an upfront fee (the "Upfront Fee")  equal
     to  one-eighth  of one percent (1/8%) on the  aggregate
     Revolving Committed Amount.

            (b)    Commitment  Fee.   In  consideration  of   the
     Commitments by the Banks hereunder, the Borrower  agrees  to
     pay  to the Administrative Agent quarterly in arrears on the
     15th  day  following the last day of each of the  Borrower's
     fiscal  quarters for the benefit of the Banks  a  commitment
     fee  (the  "Commitment Fee") of one-fourth  of  one  percent
     (1/4%)  per annum (i) to each Bank other than the  Swingline
     Lender,  on  each such Bank's pro rata share of the  average
     daily  unused amount of the Revolving Committed  Amount  for
     such prior quarter and (ii) to the Swingline Lender, on  the
     Swingline  Lender's  pro rata share  of  the  average  daily
     unused  amount  of the Revolving Committed Amount  for  such
     prior  period  adjusted as provided below  for  the  average
     daily  amount  of  Swingline Loans outstanding  during  such
     period.  For purposes of computation of the Commitment  Fee,
     Committed  Revolving  Loans and  LOC  Obligations  shall  be
     considered  as  usage,  but Swingline  Loans  shall  not  be
     considered  as usage for any Banks other than the  Swingline
     Lender.

          (c)  Letter of Credit Fees.

                     
                     (i)   Standby Letter of Credit Fee.  In
          consideration  of the issuance of Standby  Letters
          of  Credit hereunder, the Borrower or other Credit
          Party agrees to pay to the Issuing Bank a fee (the
          "Standby  Letter  of  Credit Fee")  equal  to  the
          Applicable  Percentage per annum  on  the  average
          daily  maximum amount available to be drawn  under
          each  such  Letter  of Credit  from  the  date  of
          issuance  to  the  date of  expiration.   Of  such
          Standby  Letter  of Credit Fee, the  Issuing  Bank
          shall  retain for its own account without  sharing
          by  the  other  Banks one-eighth  of  one  percent
          (1/8%)  per  annum thereon and shall promptly  pay
          over  to  the Administrative Agent for the ratable
          benefit of the Banks (including the Issuing  Bank)
          the  remainder  thereof.  The  Standby  Letter  of
          Credit Fee will be payable quarterly in arrears on
          the 15th day following the last day of each of the
          Borrower's fiscal quarters.

                     (ii)   Trade Letter of Credit Fee.   In
          consideration of the issuance of Trade Letters  of
          Credit  hereunder, the Borrower  or  other  Credit
          Party agrees to pay to the Issuing Bank a fee (the
          "Trade  Letter of Credit Fee") equal to one-fourth
          of  one  percent  (1/4%) of  the  amount  of  each
          drawing  under any such Letter of Credit  or  such
          lesser amount as may be agreed upon by the Issuing
          Bank  and the Borrower or other Credit Party.   Of
          such  Trade Letter of Credit Fee, the Issuing Bank
          shall pay over to the Administrative Agent for the
          ratable  benefit  of  the  Banks  (including   the
          Issuing  Bank)  one-eighth of one  percent  (1/8%)
          thereof  and the Issuing Bank may retain  for  its
          own account without sharing by the other Banks the
          amount  in  excess  thereof, if  any.   The  Trade
          Letter  of  Credit  Fee will be collected  by  the
          Issuing  Bank  on  the date of each  drawing,  the
          Banks'  portion of which will be paid over to  the
          Administrative Agent quarterly on the last day  of
          each  calendar  quarter for  distribution  to  the
          Banks  (including the Issuing Bank).   Payment  to
          the Administrative Agent of the Banks' portion  of
          the Trade Letter of Credit Fee will be accompanied
          by  a report providing the appropriate information
          necessary for computation of such Fee.

                     (iii)   Issuing Bank Fees.  In addition
          to  the  Standby Letter of Credit Fees  and  Trade
          Letter   of   Credit  Fees  payable  pursuant   to
          subsections (i) and (ii) above, the Borrower shall
          pay  to  the  Issuing  Bank for  its  own  account
          without  sharing by the other Banks the  customary
          charges from time to time of the Issuing Bank with
          respect  to  the  issuance,  amendment,  transfer,
          administration,  cancellation and  conversion  of,
          and   drawings  under,  such  Letters  of   Credit
          (collectively, the "Issuing Bank Fees").

     2.12  Prepayments.

           (a)   Voluntary Prepayments.  The Borrower  shall
     have the right to prepay Loans in whole or in part from
     time  to  time  without premium or  penalty;  provided,
     however,  that  (A) Eurodollar Loans  and  Adjusted  CD
     Loans  may  only  be  prepaid on the  last  day  of  an
     Interest  Period applicable thereto, and (B) each  such
     partial prepayment shall be a minimum principal  amount
     of  $5,000,000 and integral multiples of $1,000,000  in
     excess  thereof  (or  the amount then  outstanding,  if
     less).   Amounts prepaid on the Loans may be reborrowed
     in  accordance  with  the provisions  hereof.   If  the
     Borrower   shall  fail  to  specify   the   manner   of
     application, prepayments shall be applied first to Base
     Rate  Loans,  then to Eurodollar Loans and Adjusted  CD
     Loans   in  direct  order  of  their  Interest   Period
     maturities.

           (b)   Mandatory Prepayments.  If at any time  (i)
     the  sum  of  Committed Revolving Loans plus  Swingline
     Loans  plus LOC Obligations shall exceed the  aggregate
     Revolving  Committed Amount, (ii) the aggregate  amount
     of  Trade  LOC Obligations shall exceed the  Trade  LOC
     Committed Amount, (iii) the aggregate amount of Standby
     LOC  Obligations shall exceed the Standby LOC Committed
     Amount,  or (iv) the aggregate amount of the  Swingline
     Loans shall exceed the Swingline Committed Amount, then
     in  any  such  instance the Borrower shall  immediately
     make  payment on the Loans (or in respect  of  the  LOC
     Obligations) in an amount equal to the deficiency.   In
     the case of a mandatory payment required on account  of
     subsections (ii), (iii) or (iv) the amount required  to
     be  paid  hereby shall serve to temporarily reduce  the
     Revolving  Committed Amount (for purposes of  borrowing
     availability  hereunder,  but  not  for   purposes   of
     computation  of  fees)  by the amount  of  the  payment
     required until such time as the situation described  in
     subsection  (ii), (iii) or (iv) shall no longer  exist.
     Payments  made hereunder shall be applied to  Swingline
     Loans, then to Committed Revolving Loans and then to  a
     cash   collateral  account  in  respect  of   the   LOC
     Obligations,  and with respect to the types  of  Loans,
     first  to Base Rate Loans and then to Eurodollar  Loans
     and Adjusted CD Loans in direct order of their Interest
     Period maturities.

           (c)  Notice.  The Borrower will provide notice to
     the  Administrative  Agent of any prepayment  by  10:00
     a.m.  (Charlotte, North Carolina time) on the  date  of
     prepayment.

     2.13  Increased Costs, Illegality, etc.

      In  the event any Bank shall determine (which determination
shall  be  final  and conclusive and binding on all  the  parties
hereto absent manifest error) that:

           (i)  Unavailability.  On any date for determining
     the appropriate Adjusted Eurodollar Rate or Adjusted CD
     Rate  for  any Interest Period, that by reason  of  any
     changes  arising on or after the date  of  this  Credit
     Agreement affecting the interbank Eurodollar market  or
     the  certificate of deposit market, dollar deposits  in
     the   principal  amount  requested  are  not  generally
     available  in the interbank Eurodollar Market,  in  the
     case  of  Eurodollar Loans, or quotes for determination
     of the Adjusted CD Rate are unavailable, in the case of
     Adjusted  CD Loans, or adequate and fair means  do  not
     exist for ascertaining the applicable interest rate  on
     the  basis  provided for in the definition of  Adjusted
     Eurodollar Rate or Adjusted CD Rate, respectively; then
     Eurodollar  Loans or Adjusted CD Loans, as appropriate,
     will  no  longer  be  available,  and  request  for   a
     Eurodollar  Loan or Adjusted CD Loans shall  be  deemed
     requests for Base Rate Loans, until such time  as  such
     Bank  shall  notify the Borrower that the circumstances
     giving rise thereto no longer exist.

           (ii) Increased Costs.  At any time that such Bank
     shall  incur  increased  costs  or  reductions  in  the
     amounts  received or receivable hereunder with  respect
     to any Eurodollar Loans or Adjusted CD Loans because of
     (x)  any change since the date of this Credit Agreement
     in  any  applicable law, governmental rule, regulation,
     guideline  or  order  (or  in  the  interpretation   or
     administration  thereof and including the  introduction
     of  any  new  law  or  governmental  rule,  regulation,
     guideline  or  order) including without limitation  the
     imposition, modification or deemed applicability of any
     reserves,  deposits or similar requirements as  related
     to  Eurodollar Loans or Adjusted CD Loans (such as, for
     example,  but  not  limited to, a  change  in  official
     reserve  requirements,  but, in all  events,  excluding
     reserves  required under Regulation  D  to  the  extent
     included  in the computation of the Adjusted Eurodollar
     Rate  or  Adjusted CD Rate, as appropriate) and/or  (y)
     other   circumstances   affecting   such   Bank,    the
     certificate of deposit market, the interbank Eurodollar
     market  or  the position of such Bank in  such  market;
     then  the Borrower shall pay to such Bank promptly upon
     written  demand therefor, such additional  amounts  (in
     the form of an increased rate of, or a different method
     of  calculating, interest or otherwise as such Bank may
     determine in its sole discretion) as may be required to
     compensate  such  Bank  for  such  increased  costs  or
     reductions  in  amounts receivable  hereunder  (written
     notice as to the additional amounts owed to such  Bank,
     showing  the  basis  for  calculation  thereof,  shall,
     absent  manifest  error, be final  and  conclusive  and
     binding on all parties hereto; provided, however,  that
     such determinations are made on a reasonable basis).

           (iii)   Illegality.  At any time, that the making
     or  continuance  of  any  Eurodollar  Loan  has  become
     unlawful by compliance by such Bank in good faith  with
     any  law,  governmental rule, regulation, guideline  or
     order  (or  would  conflict with any such  governmental
     rule,  regulation, guideline or order not   having  the
     force   of  law  even  though  the  failure  to  comply
     therewith  would  not  be  unlawful),  or  has   become
     impractical  as  a  result of a  contingency  occurring
     after   the   date  of  this  Credit  Agreement   which
     materially   and   adversely  affects   the   interbank
     Eurodollar market; then Eurodollar Loans will no longer
     be  available, requests for Eurodollar Loans  shall  be
     deemed  requests for Base Rate Loans and  the  Borrower
     may, and upon direction of the Bank, shall, as promptly
     as  possible  and, in any event within the time  period
     required  by law, have any such Eurodollar  Loans  then
     outstanding converted into Base Rate Loans.

     2.14  Capital Adequacy.

      If after the date hereof, any Bank or any parent company of
a  Bank (a "Parent Company") has determined that the adoption  or
effectiveness of any applicable law, rule or regulation regarding
capital  adequacy, or any change therein, or any  change  in  the
interpretation  or  administration thereof  by  any  governmental
authority,  central bank or comparable agency  charged  with  the
interpretation or administration thereof, or compliance  by  such
Bank  or  Parent Company with any request or directive  regarding
capital adequacy (whether or not having the force of law) of  any
such  authority, central bank or comparable agency, has or  would
have the effect of reducing the rate of return on such Bank's  or
Parent  Company's  capital or assets  as  a  consequence  of  its
commitments or obligations hereunder to a level below that  which
such  Bank  or  Parent Company could have achieved but  for  such
adoption,  effectiveness,  change  or  compliance  (taking   into
consideration  such  Bank's  or Parent  Company's  policies  with
respect  to capital adequacy), then from time to time, within  15
days  after demand by such Bank, the Borrower shall pay  to  such
Bank  such  additional amount or amounts as will compensate  such
Bank for such reduction.  Upon determining in good faith that any
additional amounts will be payable pursuant to this Section, such
Bank  will  give prompt written notice thereof to  the  Borrower,
which notice shall set forth the basis of the calculation of such
additional amounts, although the failure to give any such  notice
shall  not  release or diminish any of the Borrower's obligations
to   pay   additional   amounts   pursuant   to   this   Section.
Determination  by  any  such Bank of  amounts  owing  under  this
Section shall, absent manifest error, be final and conclusive and
binding  on  the  parties hereto; provided,  however,  that  such
determinations  are made on a reasonable basis.  Failure  on  the
part  of any Bank to demand compensation for any period hereunder
shall not constitute a waiver of such Bank's rights to demand any
such compensation in such period or in any other period.

     2.15  Compensation.

      The  Borrower shall compensate each Bank, upon its  written
request  (which request shall set forth the basis for  requesting
such  compensation),  for  all reasonable  losses,  expenses  and
liabilities (including, without limitation, any loss, expense  or
liability  incurred by reason of the liquidation or  reemployment
of  deposits  or  other funds required by the Bank  to  fund  its
Eurodollar  Loans  or  Adjusted CD Loans)  which  such  Bank  may
sustain:

           (i)   if for any reason (other than a default  by
     such  Bank or the Administrative Agent) a borrowing  of
     Eurodollar Loans or Adjusted CD Loans does not occur on
     a  date specified therefor in a Notice of Borrowing  or
     Notice of Conversion;

           (ii)  if  any  repayment  or  conversion  of  any
     Eurodollar Loan or Adjusted CD Loan occurs  on  a  date
     which  is  not  the  last  day of  an  Interest  Period
     applicable  thereto  including  without  limitation  in
     connection with any demand, acceleration or otherwise;

           (iii) if any prepayment of any Eurodollar Loan or
     Adjusted CD Loan is not made on any date specified in a
     notice of prepayment given by the Borrower; or

           (iv) as a consequence of (x) any other default by
     the  Borrower to repay its Loans when required  by  the
     terms of this Credit Agreement or (y) an election  made
     pursuant to this Section.

Calculation  of all amounts payable to a Bank under this  Section
shall be made as though the Bank has actually funded its relevant
Eurodollar  Loan or Adjusted CD Loan through the  purchase  of  a
Eurodollar deposit bearing interest at the Eurodollar Rate  or  a
certificate of deposit bearing interest at the Adjusted CD  Rate,
as  appropriate, in an amount equal to the amount of  that  Loan,
having a maturity comparable to the relevant Interest Period  and
in  the  case of Eurodollar Loans, through the transfer  of  such
Eurodollar  deposit from an offshore office of  that  Bank  to  a
domestic  office  of that Bank in the United States  of  America;
provided, however, that each Bank may fund each of its Eurodollar
Loans  in  any  manner  it sees fit and the foregoing  assumption
shall  be  utilized only for the calculation of  amounts  payable
under this Section.

     2.16  Net Payments.

      All  payments made by the Borrower hereunder will  be  made
without  setoff or counterclaim.  Promptly upon notice  from  any
Bank to the Borrower, the Borrower will pay, prior to the date on
which  penalties attach thereto, all present and  future  income,
stamp  and  other taxes, levies, or costs and charges  whatsoever
imposed, assessed, levied or collected on or in respect of a Loan
solely  as  a  result  of the interest rate being  determined  by
reference to the Adjusted Eurodollar Rate or Adjusted CD Rate, as
appropriate,  and/or  the  provisions of  this  Credit  Agreement
relating to the Adjusted Eurodollar Rate or Adjusted CD Rate,  as
appropriate, and/or the recording, registration, notarization  or
other  formalization  of  any  thereof  and/or  any  payments  of
principal, interest or other amounts made on or in respect  of  a
Loan  when  the interest rate is determined by reference  to  the
Adjusted  Eurodollar Rate or Adjusted CD Rate  (all  such  taxes,
levies,   costs  and  charges  being  herein  collectively   call
"Taxes"), provided that Taxes shall not include taxes imposed  on
or  measured by the overall net income of such Bank by the United
States   of  America  or  any  political  subdivision  or  taxing
authority  thereof  or therein, or taxes on or  measured  by  the
overall net income of any foreign office, branch or Subsidiary of
such Bank by any foreign  country of subdivision thereof in which
that  office,  branch  or  Subsidiary  is  doing  business.   The
Borrower  shall  also  pay  such  additional  amounts  equal   to
increases  in  taxes  payable  by  such  Bank  described  in  the
foregoing  proviso which increases are attributable  to  payments
made  by  the  Borrower  described in the  immediately  preceding
sentence  of  this  Section.  Promptly after the  date  on  which
payment  of any such Tax is due pursuant to applicable  law,  the
Borrower  will at the request of such Bank, furnish to such  Bank
evidence,  in form and substance satisfactory to such Bank,  that
the  Borrower  has met its obligations under this  Section.   The
Borrower  will  indemnify such Bank against, and  reimburse  such
Bank on demand for, any Taxes, as determined by such Bank in  its
good faith discretion.  Such Bank shall provide the Borrower with
appropriate receipts for any payments or reimbursements  made  by
the Borrower pursuant to this Section.

     2.17  Indemnification; Nature of Issuing Bank's Duties.

           (a)   In addition to its other obligations  under
     Sections  2.07, the Borrower hereby agrees to  protect,
     indemnify, pay and save each Issuing Bank harmless from
     and  against  any and all claims, demands, liabilities,
     damages, losses, costs, charges and expenses (including
     reasonable attorneys' fees) that the Issuing  Bank  may
     incur  or  be  subject to as a consequence,  direct  or
     indirect,  of (A) the issuance of any Letter of  Credit
     or  (B)  the  failure of the Issuing Bank  to  honor  a
     drawing under a 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  government  or
     governmental  authority (all such  acts  or  omissions,
     herein called "Government Acts").

          (b)  As between the Borrower and the Issuing Bank,
     the  Borrower  shall  assume all  risks  of  the  acts,
     omissions  or  misuse of any Letter of  Credit  by  the
     beneficiary  thereof.  The Issuing Bank  shall  not  be
     responsible:   (i) for the form, validity, sufficiency,
     accuracy,  genuineness or legal effect of any  document
     submitted   by  any  party  in  connection   with   the
     application for and issuance of any Letter  of  Credit,
     even  if  it should in fact prove to be in any  or  all
     respects  invalid, insufficient, inaccurate, fraudulent
     or  forged; (ii) for 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,  that may prove to be invalid or  ineffective
     for any reason; (iii) for failure of the beneficiary of
     a  Letter  of  Credit to comply fully  with  conditions
     required in order to draw upon a Letter of Credit; (iv)
     for  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) for errors in interpretation  of
     technical  terms; (vi) for any loss  or  delay  in  the
     transmission or otherwise of any document  required  in
     order to make a drawing under a Letter of Credit or  of
     the  proceeds  thereof; and (vii) for any  consequences
     arising  from causes beyond the control of the  Issuing
     Bank,  including,  without limitation,  any  Government
     Acts.   None  of  the  above shall affect,  impair,  or
     prevent  the  vesting of the Issuing Bank's  rights  or
     powers hereunder.

           (c)   In  furtherance and extension  and  not  in
     limitation  of the specific provisions hereinabove  set
     forth, any action taken or omitted by the Issuing Bank,
     under or in connection with any Letter of Credit or the
     related  certificates,  if taken  or  omitted  in  good
     faith,  shall  not  put  such Issuing  Bank  under  any
     resulting  liability  to  the  Borrower.   It  is   the
     intention  of  the  parties that this Credit  Agreement
     shall be construed and applied to protect and indemnify
     the Issuing Bank against any and all risks involved  in
     the  issuance  of the Letters of Credit, all  of  which
     risks  are  hereby assumed by the Borrower,  including,
     without  limitation, any and all risks of the  acts  or
     omissions, whether rightful or wrongful, of any present
     or future Government Acts.  The Issuing Bank shall not,
     in  any  way, be liable for any failure by the  Issuing
     Bank or anyone else to pay any drawing under any Letter
     of  Credit  as a result of any Government Acts  or  any
     other cause beyond the control of the Issuing Bank.

           (d)  Nothing in this Section 2.17 is intended  to
     limit  the  reimbursement obligation  of  the  Borrower
     contained  in Section 2.07(d) hereof.  The  obligations
     of  the  Borrower under this Section 2.17 shall survive
     the  termination of this Credit Agreement.  No  act  or
     omissions  of  any  current or prior beneficiary  of  a
     Letter of Credit shall in any way affect or impair  the
     rights of the Issuing Bank to enforce any right,  power
     or benefit under this Credit Agreement.

           (e)   Notwithstanding anything  to  the  contrary
     contained in this Section 2.17, the Borrower shall have
     no  obligation to indemnify any Issuing Bank in respect
     of  any liability incurred by such Issuing Bank arising
     solely   out   of  the  gross  negligence  or   willful
     misconduct  of  the Issuing Bank, as  determined  by  a
     court of competent jurisdiction.

     2.18  Change of Lending Office.

      (a) Each Bank agrees that, upon the occurrence of any event
giving  rise  to the operation of Section 2.13(ii)  or  (iii)  or
2.16,  it  will,  if  requested by the Borrower,  use  reasonable
efforts  (subject to overall policy considerations of such  Bank)
to  designate  another lending office for any Loans  affected  by
such  event, provided that such designation is made on such terms
that  such Bank and its lending office suffer no economic,  legal
or  regulatory  disadvantage, with the  object  of  avoiding  the
consequence of the event giving rise to the operation of any such
Section.   Except in the case of a change of lending office  made
at  the request of the Borrower, no change in lending office will
be  made if greater costs and expenses would result under Section
2.13(ii)  or  (iii)  or 2.16 on account of  any  such  change  in
designation.   Nothing in this Section shall affect  or  postpone
any  of the obligations of the Borrower or the right of any  Bank
provided in Section 2.13, 2.14 or 2.16.

      (b)   In the event that any Bank shall request compensation
under  Sections 2.13, 2.14 or 2.16, the Borrower may, so long  as
no  Default  or  Event  of Default then exists,  upon  three  (3)
Business Days' prior written notice to such Bank (with a copy  to
the Administrative Agent), repay or otherwise satisfy such Bank's
share  of Obligations (including cash collateralization  of  such
Bank's share of LOC Obligations then outstanding) and cancel such
Bank's  Commitment  hereunder; provided,  however,  the  Borrower
shall  have  the  right to seek a substitute  bank  or  financial
institution  reasonably  acceptable to the  Administrative  Agent
(which  may be one or more of the Banks) to purchase at par  such
Bank's  share  of  the Obligations hereunder and  to  assume  the
Bank's Commitment hereunder by way of assignment pursuant to  the
provisions and requirements of Section 10.03.

     2.19  Payments and Computations.

      Except  as  otherwise  specifically  provided  herein,  all
payments  hereunder shall be made to the Administrative Agent  in
U.S.  dollars  in immediately available funds at its  offices  at
NationsBank Corporate Center, Charlotte, North Carolina not later
than  2:00 p.m. (Charlotte, North Carolina time) on the date when
due.   Payments received after such time shall be deemed to  have
been   received  on  the  next  succeeding  Business  Day.    The
Administrative  Agent may (but shall not be obligated  to)  debit
the amount of any such payment which is not made by such time  to
any  ordinary deposit account of the Borrower maintained with the
Administrative Agent (with notice to the Borrower).  The Borrower
shall,  at  the  time  it  makes any payment  under  this  Credit
Agreement,  specify to the Administrative Agent  the  Loans,  LOC
Obligations,  Fees  or  other amounts  payable  by  the  Borrower
hereunder  to  which such payment is to be applied  (and  in  the
event  that it fails so to specify, or if such application  would
be  inconsistent with the terms hereof, the Administrative  Agent
shall distribute such payment to the Banks in such manner as  the
Administrative Agent may determine to be appropriate  in  respect
of  obligations owing by the Borrower hereunder, subject  to  the
terms of Section 2.20).  The Administrative Agent will thereafter
cause  to  be  distributed promptly like funds  relating  to  the
payment of principal, reimbursement of drawings under Letters  of
Credit,  or  interest or fees ratably to the  Banks  entitled  to
receive such payments in accordance with the terms of this Credit
Agreement.  Whenever any payment hereunder shall be stated to  be
due  on  a day which is not a Business Day, the due date  thereof
shall be extended to the next succeeding Business Day (subject to
accrual  of  interest and Fees for the period of such extension),
except  that  in the case of Eurodollar Loans, if  the  extension
would cause the payment to be made in the next following calendar
month,  then  such  payment shall instead be  made  on  the  next
preceding  Business Day.  Except as expressly provided  otherwise
herein,  all computations of interest and fees shall be  made  on
the  basis  of actual number of days elapsed over a year  of  360
days.   Interest  shall  accrue from  and  include  the  date  of
advance, but exclude the date of payment.

     2.20  Pro Rata Treatment.

     Except to the extent otherwise provided herein:


           (a)   Committed Revolving Loans.  Each  Committed
     Revolving  Loan  (including  without  limitation   each
     Mandatory  Borrowing), each payment  or  prepayment  of
     principal of any Committed Revolving Loan, each payment
     of  interest  on  the Committed Revolving  Loans,  each
     payment  of  Commitment Fees or Letter of  Credit  Fees
     (except  for  the portion retained by the Issuing  Bank
     for  its  own account), each reduction of the Revolving
     Committed  Amount, and each conversion or  continuation
     of any Committed Revolving Loan, shall be allocated pro
     rata  among the relevant Banks in accordance  with  the
     respective  applicable Revolving Loan Commitments  (or,
     if  the Commitments of such Banks have expired or  been
     terminated, in accordance with the principal amounts of
     the   outstanding   Committed   Revolving   Loans   and
     Participation Interests of such Banks); and

            (b)    Letters  of  Credit.   Each  payment   of
     unreimbursed  drawings in respect  of  LOC  Obligations
     shall  be  allocated to each Bank entitled thereto  pro
     rata  in  accordance  with  the  respective  applicable
     Revolving Loan Commitments; provided that, if any  Bank
     shall  have failed to pay its applicable pro rata share
     of  any  drawing under any Letter of Credit,  then  any
     amount  to which such Bank would otherwise be  entitled
     pursuant  to  this  subsection  (b)  shall  instead  be
     payable to the Issuing Bank; provided further, that  in
     the  event any amount paid to any Bank pursuant to this
     subsection  (b)  is  rescinded  or  must  otherwise  be
     returned by the Issuing Bank, each Bank shall, upon the
     request   of   the   Issuing   Bank,   repay   to   the
     Administrative  Agent for the account  of  the  Issuing
     Bank the amount so paid to such Bank, with interest for
     the  period  commencing on the  date  such  payment  is
     returned by the Issuing Bank until the date the Issuing
     Bank  receives such repayment at a rate per annum equal
     to, during the period to but excluding the date two (2)
     Business  Days  after such request, the  Federal  Funds
     Effective Rate, and thereafter, the Base Rate plus  two
     percent (2%).

     2.21  Set-Off; Sharing of Payments.

           (a) The Borrower agrees that, in addition to (and
     without  limitation of) any right of set-off,  bankers'
     lien  or  counterclaim a Bank may otherwise have,  each
     Bank  shall  be  entitled, at  its  option,  to  offset
     balances held by it for the account of the Borrower  at
     any  of the offices of such Bank, in Dollars or in  any
     other currency, against any principal of or interest on
     any  Loan,  any unreimbursed drawing or cash collateral
     required in respect of any LOC Obligation, any Fees  or
     any other amounts, payable by the Borrower to such Bank
     hereunder and which is not paid when due (regardless of
     whether such balances are then due to the Borrower), in
     which  case  it shall promptly notify the Borrower  and
     the  Administrative Agent thereof (provided  that  such
     Bank's failure to give such notice shall not affect the
     validity thereof).

          (b)  The Banks agree among themselves that, in the
     event that any Bank shall obtain payment in respect  of
     any  Loan  or  unreimbursed drawing  or  obligation  to
     provide  cash  collateral  with  respect  to  any   LOC
     Obligations  owing  to  such  Bank  under  this  Credit
     Agreement  through the exercise of a right of  set-off,
     banker's  lien, counterclaim or otherwise in excess  of
     its  pro  rata  share as provided for  in  this  Credit
     Agreement, such Bank shall promptly purchase  from  the
     other   Banks  a  participation  in  such  Loans,   LOC
     Obligations and other obligations in such amounts,  and
     make such other adjustments from time to time, as shall
     be  equitable  to  the end that all  Banks  share  such
     payment  in  accordance with their  respective  ratable
     shares  as provided for in this Credit Agreement.   The
     Banks further agree among themselves that if payment to
     a  Bank obtained by such Bank through the exercise of a
     right  of  set-off,  banker's  lien,  counterclaim   or
     otherwise  as  aforesaid shall  be  rescinded  or  must
     otherwise  be  restored, each  Bank  which  shall  have
     shared the benefit of such payment shall, by repurchase
     of  a  participation theretofore sold, return its share
     of  that benefit to each Bank whose payment shall  have
     been rescinded or otherwise restored.  The Borrower and
     each  other  Credit  Party  agrees  that  any  Bank  so
     purchasing  such a participation may,  to  the  fullest
     extent  permitted  by  law,  exercise  all  rights   of
     payment,   including   set-off,   banker's   lien    or
     counterclaim,  with  respect to such  participation  as
     fully  as if such Bank were a holder of such Loan,  LOC
     Obligation  or other obligation in the amount  of  such
     participation.  Except as otherwise expressly  provided
     in   this  Credit  Agreement,  if  any  Bank   or   the
     Administrative  Agent  shall  fail  to  remit  to   the
     Administrative  Agent  or  any  other  Bank  an  amount
     payable by such Bank or the Administrative Agent to the
     Administrative  Agent or such other  Bank  pursuant  to
     this  Credit Agreement on the date when such amount  is
     due, such payments shall be made together with interest
     thereon for each date from the date such amount is  due
     until   the   date   such  amount  is   paid   to   the
     Administrative Agent or such other Bank at a  rate  per
     annum equal to the Federal Funds Effective Rate.

     2.22  Determination as a Highly Leveraged Transaction.

      The  Borrower  recognizes that laws, rules, regulations  or
guidelines   of   Governmental  Authorities  now   or   hereafter
applicable  may  require the Administrative  Agent  to  determine
whether the transactions contemplated hereby should be classified
as  "highly  leveraged" or assigned any equivalent  or  successor
classification,  and  that  such  determination  (hereinafter   a
"Reclassification")  may  be binding upon  all  the  Banks.   The
Borrower understands that any such determination may be  made  by
the  Administrative  Agent based upon  such  factors  (which  may
include,  without limitation, the Administrative Agent's internal
policies  and  prevailing market practices) as the Administrative
Agent   shall   deem  relevant  and  agrees  that   neither   the
Administrative  Agent  nor  any  of  the  Banks  shall  have  any
liability for the consequences of any such Reclassification.  The
Borrower   further   acknowledges  and  agrees   that,   upon   a
Reclassification    by    the   Administrative    Agent,    then,
notwithstanding  any  other provision of this  Agreement  to  the
contrary, then automatically, (a) on and after the date  of  such
Reclassification and until the circumstances giving rise to  such
Reclassification  no longer exist, (i) the Applicable  Percentage
for  Eurodollar  Loans  shall be three  percent  (3%),  (ii)  the
Applicable  Percentage  for Adjusted  CD  Loans  shall  be  three
percent (3%), (iii) the Applicable Percentage for Base Rate Loans
shall  be  one and one-half percent (1-1/2%), (iv) the Applicable
Percentage  for Fed Funds Swingline Loans shall be three  percent
(3%), (v) the Standby Letter of Credit Fee shall be increased  to
a  rate  of three percent (3%) per annum and the Trade Letter  of
Credit  Fee  shall be increased to a rate of one  and  one-fourth
percent  (1-1/4%) per annum and (b) on or before the date  ninety
(90)  days  following  the  date of  such  Reclassification,  the
Borrower  shall pay to the Administrative Agent for  the  ratable
benefit  of the Banks in immediately available funds a  fee  (the
"Reclassification  Fee") equal to 1% of the  Revolving  Committed
Amount as of the date of such Reclassification.

      The  Administrative Agent and the Banks hereby  acknowledge
and  agree that, based solely on circumstances existing as of the
Closing Date, the transactions contemplated by this Agreement  do
not require a Reclassification as of such date.


                            SECTION 3
                                
                            GUARANTEE


     3.01  The Guarantee.

      Each  of  the  Credit Parties hereby jointly and  severally
guarantees to each Bank, the Administrative Agent and the Issuing
Bank  as  hereinafter provided the prompt payment of  the  Credit
Party  Obligations in full when due (whether at stated  maturity,
as  a  mandatory prepayment, by acceleration, as a mandatory cash
collateralization or otherwise) strictly in accordance  with  the
terms  thereof.  The Credit Parties hereby further agree that  if
any of the Credit Party Obligations are not paid in full when due
(whether  at  stated  maturity, as  a  mandatory  prepayment,  by
acceleration,   as   a   mandatory  cash   collateralization   or
otherwise),  the  Credit  Parties will,  jointly  and  severally,
promptly  pay the same, without any demand or notice  whatsoever,
and  that  in  the case of any extension of time  of  payment  or
renewal of any of the Credit Party Obligations, the same will  be
promptly paid in full when due (whether at extended maturity,  as
a  mandatory  prepayment, by acceleration, as  a  mandatory  cash
collateralization or otherwise) in accordance with the  terms  of
such extension or renewal.

     3.02  Obligations Unconditional.

      The  obligations of the Credit Parties under  Section  3.01
hereof   are  joint  and  several,  absolute  and  unconditional,
irrespective  of the value, genuineness, validity, regularity  or
enforceability  of  any  of the Credit Documents,  or  any  other
agreement or instrument referred to therein, or any substitution,
release or exchange of any other guarantee of or security for any
of  the  Credit  Party Obligations, and, to  the  fullest  extent
permitted   by   applicable  law,  irrespective  of   any   other
circumstance whatsoever which might otherwise constitute a  legal
or  equitable  discharge or defense of a surety or guarantor,  it
being the intent of this Section 3.02 that the obligations of the
Credit  Parties  hereunder  shall be absolute  and  unconditional
under any and all circumstances.  Without limiting the generality
of  the foregoing, it is agreed that the occurrence of any one or
more of the following shall not alter or impair the liability  of
any  Credit  Party  hereunder which  shall  remain  absolute  and
unconditional as described above:

     (i) at any time or from time to time, without notice to
     any  Credit Party, the time for any performance  of  or
     compliance  with  any of the Credit  Party  Obligations
     shall  be  extended, or such performance or  compliance
     shall be waived;

     (ii) any of the acts mentioned in any of the provisions
     of  any  of the Credit Documents or any other agreement
     or   instrument  referred  therein  shall  be  done  or
     omitted;

     (iii)   the  maturity  of  any  of  the  Credit   Party
     Obligations shall be accelerated, or any of the  Credit
     Party  Obligations shall be modified,  supplemented  or
     amended in any respect, or any right under any  of  the
     Credit  Documents or any other agreement or  instrument
     referred  to  therein  shall be  waived  or  any  other
     guarantee of any of the Credit Party Obligations or any
     security  therefor shall be released  or  exchanged  in
     whole or in part or otherwise dealt with;

     (iv)  any  Lien  granted  to,  or  in  favor  of,   the
     Administrative Agent or any Bank or Banks  as  security
     for  any of the Credit Party Obligations shall fail  to
     attach or be perfected; or

     (v)  any  of  the  Credit Party  Obligations  shall  be
     determined  to be void or voidable (including,  without
     limitation,  for  the benefit of any  creditor  of  any
     Credit Party) or shall be subordinated to the claims of
     any Person (including, without limitation, any creditor
     of any Credit Party).

With  respect  to  its obligations hereunder, each  Credit  Party
hereby   expressly  waives  diligence,  presentment,  demand   of
payment,  protest and all notices whatsoever, and any requirement
that  the  Administrative Agent or any Bank  exhaust  any  right,
power  or remedy or proceed against any Person under any  of  the
Credit Documents or any other agreement or instrument referred to
therein,  or  against any other Person under any other  guarantee
of, or security for, any of the Credit Party Obligations.

     3.03  Reinstatement.

      The obligations of the Credit Parties under this Section  3
shall  be automatically reinstated if and to the extent that  for
any  reason any payment by or on behalf of any Person in  respect
of the Credit Party Obligations is rescinded or must be otherwise
restored  by  any holder of any of the Credit Party  Obligations,
whether  as  a  result  of  any  proceedings  in  bankruptcy   or
reorganization or otherwise, and each Credit Party agrees that it
will indemnify each of the Administrative Agent and each Bank  on
demand  for all reasonable costs and expenses (including, without
limitation, fees of counsel) incurred by the Administrative Agent
or  such  Bank in connection with such rescission or restoration,
including  any  such  costs and expenses  incurred  in  defending
against  any  claim  alleging  that such  payment  constituted  a
preference,  fraudulent  transfer or similar  payment  under  any
bankruptcy, insolvency or similar law.

     3.04  Certain Additional Waivers.

      Without  limiting the generality of the provisions  of  any
other  Section  of  this  Section 3,  each  Credit  Party  hereby
specifically waives the benefits of the Code of Virginia Sections
49-25  and  49-26, inclusive.  Each Credit Party  further  agrees
that  such Guarantor shall have no right of recourse to  security
for the Credit Party Obligations.  In addition, each Credit Party
hereby waives and renounces any and all rights it has or may have
for subrogation, indemnity, reimbursement or contribution against
the  Borrower for amounts paid by such Credit Party  pursuant  to
Section  3.01.  This waiver is expressly intended to prevent  the
existence  of any claim in respect to such reimbursement  by  any
Credit  Party  against  the estate of  the  Borrower  within  the
meaning of Section 101 of the Bankruptcy Code, and to prevent any
Credit  Party  from constituting a creditor of  the  Borrower  in
respect  of  such  reimbursement within the  meaning  of  Section
547(b)  of the Bankruptcy Code in the event of a subsequent  case
involving the Borrower.

     3.05  Remedies.

     The Guarantors agree that, as between the Credit Parties, on
the  one hand, and the Administrative Agent and the Banks, on the
other  hand, the Credit Party Obligations may be declared  to  be
forthwith due and payable as provided in Section 8.02 hereof (and
shall  be deemed to have become automatically due and payable  in
the circumstances provided in said Section 8.02) for purposes  of
Section 3.01 hereof notwithstanding any stay, injunction or other
prohibition  preventing  such  declaration  (or  preventing  such
Credit  Party  Obligations from becoming  automatically  due  and
payable)  as against any other Person and that, in the  event  of
such  declaration (or such Credit Party Obligations being  deemed
to  have become automatically due and payable), such Credit Party
Obligations (whether or not due and payable by any other  Person)
shall forthwith become due and payable by the Credit Parties  for
purposes of said Section 3.01.

     3.06  Continuing Guarantee.

      The  guarantee in this Section 3 is a continuing guarantee,
and shall apply to all Credit Party Obligations whenever arising.
     
     3.07  Limitation of Guarantee.

      The liability of each Credit Party (other than the Borrower
whose  liability under this guarantee shall not be limited)  with
respect  to  the  Credit Party Obligations  guaranteed  hereunder
shall  not exceed the Maximum Guaranteed Amount as determined  at
the  earlier  of  the date of commencement of a  case  under  the
Bankruptcy Code in which the Credit Party is a debtor or the date
enforcement is sought under this Section 3.

                            
                            SECTION 4
                                
       CONDITIONS PRECEDENT TO LOANS AND LETTERS OF CREDIT
                                
     4.01  Conditions to Closing.

       The   closing  of  the  credit  facility  is  subject   to
satisfaction  of the following conditions in form  and  substance
acceptable to the Administrative Agent and the Required Banks:

            (a)   Executed  Credit  Documents.   Receipt  by  the
     Administrative  Agent  of executed  copies  of  this  Credit
     Agreement, the Notes, the Master Trade LOC Agreement and the
     other  Credit Documents (in sufficient numbers to provide  a
     fully executed original of each, to each Bank).

           (b)  Fees.  Payment to the Administrative Agent of the
     portion  of the Upfront Fees and other fees, if any, payable
     on the Closing Date.

     4.02  Conditions to Initial Extensions of Credit.

      The  obligation of the Banks to make the initial Extensions
of  Credit  hereunder, is subject, at the time of the  making  of
such  Extension  of  Credit,  to satisfaction  of  the  following
conditions in form and substance acceptable to the Administrative
Agent and the Required Banks:

           (a)  No Default; Representations and Warranties.  Both
     at  the time of the making of such Loan or issuance of  such
     Letter  of Credit and after giving effect thereto (i)  there
     shall  exist  no Default or Event of Default  and  (ii)  all
     representations and warranties contained herein  or  in  the
     other  Credit  Documents then in effect shall  be  true  and
     correct in all material respects.

          (b)  Opinion of Counsel.  Receipt by the Administrative
     Agent  of  an  opinion, or opinions, in form  and  substance
     satisfactory  to  the  Required  Banks,  addressed  to   the
     Administrative  Agent and the Banks  and  dated  as  of  the
     Closing Date from Hunton & Williams, counsel to the Borrower
     and the Guarantors (in sufficient numbers to provide a fully
     executed original to each Bank).

             (c)    Corporate   Documents.    Receipt   by    the
     Administrative Agent of the following:

                          (i)   Articles  of  Incorporation.
          Copies of the articles of incorporation or charter
          documents  of  the  Borrower  and  the  Guarantors
          certified to be true and complete as of  a  recent
          date by the appropriate governmental authority  of
          the state of its incorporation.

                           (ii)   Resolutions.   Copies   of
          resolutions  of  the  Board of  Directors  of  the
          Borrower and the Guarantors approving and adopting
          the    Credit    Documents,    the    transactions
          contemplated therein and authorizing execution and
          delivery  thereof,  certified by  a  secretary  or
          assistant secretary as of the Closing Date  to  be
          true  and  correct and in force and effect  as  of
          such date.

                          (iii)      Bylaws.  A copy of  the
          bylaws   of   the  Borrower  and  the   Guarantors
          certified by a secretary or assistant secretary as
          of  the Closing Date to be true and correct and in
          force and effect as of such date.

                          (iv) Good Standing.  Copies of (i)
          certificates  of good standing, existence  or  its
          equivalent  with respect to the Borrower  and  the
          Guarantors  certified as of a recent date  by  the
          appropriate governmental authorities of the  state
          of incorporation and each other state in which the
          failure  to  so  qualify and be in  good  standing
          would  have  a  material  adverse  effect  on  the
          business   or   operations  of  the  Borrower   or
          Guarantor  in  such state and (ii)  a  certificate
          indicating  payment  of  all  corporate  franchise
          taxes  certified  as  of  a  recent  date  by  the
          appropriate governmental taxing authorities.

          (d)  Issuance of the 1997 Senior Notes.  Receipt by the
     Administrative  Agent and the Banks of certified  copies  of
     the form of the 1997 Senior Notes and the indenture or other
     governing  instrument  pursuant to which  such  1997  Senior
     Notes  shall  have  been issued, the form and  substance  of
     which  shall be acceptable to the Administrative  Agent  and
     the  Banks  in their discretion, together with  evidence  of
     receipt  by  the  Borrower of gross  proceeds  of  at  least
     $75,000,000 from the issuance of the Senior Notes.

          (e)  Termination of Existing Credit Facility.  Evidence
     of  repayment of, and termination of the commitments  under,
     the  credit  facility established pursuant  to  that  Credit
     Agreement dated as of March 8, 1995 among the Borrower,  the
     other  Credit  Parties  thereto,  the  banks  and  financial
     institutions thereto, CoreStates Bank, N.A. and First  Union
     National  Bank  of Virginia, as co-agents, and  NationsBank,
     N.A.  (Carolinas), as administrative agent, as  amended  and
     modified.

                            SECTION 5
                                
                 REPRESENTATIONS AND WARRANTIES

      Each  Credit Party hereby represents and warrants  to  each
Bank that:

     5.01  Organization and Good Standing.

      Each of the Borrower and its Restricted Subsidiaries  is  a
corporation  duly  incorporated, validly  existing  and  in  good
standing  under  the laws of the State of its  incorporation,  is
duly  qualified  and  in good standing as a  foreign  corporation
authorized to do business in every jurisdiction where the failure
to  so qualify would have a Material Adverse Effect, and has  the
requisite corporate power and authority to own its properties and
to  carry on its business as now conducted and as proposed to  be
conducted.

     5.02  Due Authorization.

      Each Credit Party (i) has the requisite corporate power and
authority  to execute, deliver and perform this Credit  Agreement
and  the  other Credit Documents to which it is a  party  and  to
incur  the obligations herein and therein provided for, and  (ii)
is  duly  authorized to, and has been authorized by all necessary
corporate  action,  to execute, deliver and perform  this  Credit
Agreement and the other Credit Documents to which it is a party.

     5.03  No Conflicts.

      With  respect  to each of the Credit Parties,  neither  the
execution  and  delivery  of  the  Credit  Documents,   nor   the
consummation  of  the  transactions  contemplated  therein,   nor
performance  of  and  compliance with the  terms  and  provisions
thereof  will (i) violate or conflict with any provision  of  its
articles of incorporation or bylaws, (ii) violate, contravene  or
materially  conflict with any law, regulation (including  without
limitation Regulation U or Regulation X), order, writ,  judgment,
injunction,  decree  or permit applicable to it,  (iii)  violate,
contravene or materially conflict with contractual provisions of,
or   cause  an  event  of  default  under,  any  indenture,  loan
agreement,  mortgage, deed of trust, contract or other  agreement
or instrument to which it is a party or by which it may be bound,
(iv)  result  in  or require the creation of any  lien,  security
interest  or  other  charge  or  encumbrance  (other  than  those
contemplated in or in connection with the Credit Documents)  upon
or  with respect its properties, the violation of which would  or
might have a Material Adverse Effect.

     5.04  Consents.

      No consent, approval, authorization or order of, or filing,
registration  or  qualification with, any court  or  governmental
authority  or  third  party in respect of  any  Credit  Party  is
required   in   connection  with  the  execution,   delivery   or
performance  of this Credit Agreement or any of the other  Credit
Documents.

     5.05  Enforceable Obligations.

      This  Credit Agreement and the other Credit Documents  have
been duly executed and delivered and constitute legal, valid  and
binding   obligations  of  each  Credit  Party   enforceable   in
accordance with their respective terms, except as may be  limited
by  bankruptcy  or  insolvency laws  or  similar  laws  affecting
creditors' rights generally.

     5.06  Financial Condition.

      The financial statements and financial information provided
to  the  Banks, consisting of, among other things, (i) an audited
consolidated  balance sheet of the Borrower and its  Subsidiaries
dated as of December 28, 1996, together with related consolidated
statements  of  income,  stockholders'  equity  and  changes   in
financial  position or cash flow certified by  Price  Waterhouse,
certified   public   accountants,  and  (ii)  a  company-prepared
consolidated and consolidating balance sheet of the Borrower  and
its  Subsidiaries  dated as of December 28, 1996,  together  with
related  consolidated  and consolidating  statements  of  income,
stockholders'  equity and changes in financial position  or  cash
flow,  are  true and correct and fairly represent  the  financial
condition  of  the  Borrower  and its  Subsidiaries  as  of  such
respective  dates;  such financial statements  were  prepared  in
accordance with generally accepted accounting principles  applied
on  a  consistent basis (except as noted therein); and since  the
date  of such financial statements there have occurred no changes
or  circumstances which have had or are likely to have a Material
Adverse Effect.

     5.07  No Default.

     No Default or Event of Default presently exists.

     5.08  Liens.

      Except for Permitted Liens, each of the Credit Parties  has
good  and  marketable title to all of its properties  and  assets
free  and  clear of all liens, encumbrances, mortgages,  pledges,
security interests and other adverse claims of any nature.

     5.09  Indebtedness.

      The  Credit Parties have no Indebtedness (including without
limitation    Guaranty,   reimbursement   or   other   contingent
obligations)  except  as  disclosed in the  financial  statements
referenced in Section 5.06 and as set forth in Schedule 5.09.

     5.10  Litigation.

     Except as disclosed in Schedule 5.10 , there are no actions,
suits   or   legal,  equitable,  arbitration  or   administrative
proceedings,  pending  or,  to  the  knowledge  of  the  Borrower
threatened,  against  the  Borrower  or  any  of  its  Restricted
Subsidiaries which, if adversely determined, would likely have  a
Material  Adverse Effect.  For purposes hereof, in  the  case  of
proceedings involving only monetary damages, $5,000,000  or  more
shall  be considered as having a Material Adverse Effect.   Since
the date of this Credit Agreement (or the date of the most recent
update  hereunder), there has been no material adverse change  in
the  status of any actions, suits, investigations, litigation  or
proceedings disclosed hereunder except as disclosed in writing to
the  Banks  prior to or upon reaffirmation of this  provision  as
provided herein.

     5.11  Material Agreements.

      None  of  the Credit Parties is in default in any  material
respect  under  any  contract, lease, loan agreement,  indenture,
mortgage,  security  agreement or  other  material  agreement  or
obligation  to  which  it  is a party or  by  which  any  of  its
properties  is bound which default would have a Material  Adverse
Effect.
     
     5.12  Taxes.

     Each of the Credit Parties has filed, or caused to be filed,
all  material  tax  returns (federal, state, local  and  foreign)
required to be filed and paid all amounts of taxes shown  thereon
to  be  due (including interest and penalties) and has  paid  all
other  taxes,  fees,  assessments and other governmental  charges
(including mortgage recording taxes, documentary stamp taxes  and
intangibles taxes) owing (or necessary to preserve any  liens  in
favor  of the Banks), by it, except for such taxes (i) which  are
not  yet delinquent or (ii) as are being contested in good  faith
and  by  proper proceedings, and against which adequate  reserves
are  being  maintained  in  accordance  with  generally  accepted
accounting principles, but only so long as there is no  liability
or  risk of loss, sale or forfeiture of any collateral pledged to
the  Banks.  None of the Credit Parties is aware of any  proposed
material  tax  assessments against it or any of  members  of  the
Consolidated Borrower Group.

     5.13  Compliance with Law.

     Each of the Credit Parties is in substantial compliance with
all  laws,  rules,  regulations, orders  and  decrees  (including
without  limitation environmental laws) applicable to it,  or  to
its properties.

     5.14  ERISA.

      (i)  No Reportable Event (as defined in ERISA) has occurred
and  is continuing with respect to any Plan; (ii) no Plan has  an
unfunded current liability (determined under Section 412  of  the
Code)  or an accumulated funding deficiency, (iii) no proceedings
have  been  instituted,  or, to the knowledge  of  the  Borrower,
planned,  to  terminate any Plan, (iv) neither the Borrower,  any
Subsidiary,  any  member of a Controlled  Group,  nor  any  duly-
appointed  administrator of a Plan has instituted or  intends  to
institute proceedings to withdraw from any Multi-Employer Pension
Plan  (as  defined in Section 3(37) or ERISA); and (v) each  Plan
has  been maintained and funded in all material respects with its
terms and with the provisions of ERISA applicable thereto.

     5.15  Subsidiaries.

      Set  forth in Schedule 5.15 is a complete and accurate list
of all Affiliates and Subsidiaries of each of the Credit Parties.
Information   on   the  attached  Schedule  includes   state   of
incorporation;  the  number of shares of each  class  of  capital
stock  or  other  equity interests outstanding;  the  number  and
percentage of outstanding shares of each class owned (directly or
indirectly)  by  the Borrower, Subsidiary or Affiliate;  and  the
number  and  effect,  if exercised, of all  outstanding  options,
warrants,  rights of conversion or purchase and  similar  rights.
The  outstanding capital stock and other equity interests of  all
such   Subsidiaries  is  validly  issued,  fully  paid  and  non-
assessable  and is owned by the Borrower, directly or indirectly,
free  and  clear  of  all liens, security,  interests  and  other
charges  or  encumbrances  (other than  those  arising  under  or
contemplated in connection with the Credit Documents).

     
     5.16  Use of Proceeds; Margin Stock.

      The proceeds of the Loans hereunder will be used solely for
the  purposes specified in  Section 6.10.  None of such  proceeds
will  be  used  for  the purpose of purchasing  or  carrying  any
"margin  stock"  as  defined in Regulation  U,  Regulation  X  or
Regulation  G,  or for the purpose of reducing  or  retiring  any
Indebtedness which was originally incurred to purchase  or  carry
"margin  stock"  or for any other purpose which might  constitute
this  transaction  a  "purpose  credit"  within  the  meaning  of
Regulation  U, Regulation X or Regulation G.  None of the  Credit
Parties  own "margin stock" except as identified in the financial
statements referred to in Section 5.06 hereof and, as of the date
hereof,  the aggregate value of all "margin stock" owned  by  the
Borrower and its Subsidiaries does not exceed 25% of the value of
all the Borrower's and its Subsidiaries assets.

     5.17  Government Regulation.

      None  of the Credit Parties is subject to regulation  under
the Public Utility Holding Company Act of 1935, the Federal Power
Act,  the  Investment  Company Act  of  1940  or  the  Interstate
Commerce  Act, each as amended.  In addition, none of the  Credit
Parties is (i) an "investment company" registered or required  to
be  registered  under  the Investment Company  Act  of  1940,  as
amended,  and  is  not controlled by such a company,  or  (ii)  a
"holding  company,"  or  a "Subsidiary  company"  of  a  "holding
company,"  or  an  "affiliate" of a "holding  company"  or  of  a
"Subsidiary"  or a "holding company," within the meaning  of  the
Public  Utility  Holding Company Act of  1935,  as  amended.   No
director,  executive  officer  or principal  shareholder  of  any
Credit  Party  is  a  director, executive  officer  or  principal
shareholder  of  any  Bank.   For  purposes  hereof,  the   terms
"director", "executive officer" and "principal shareholder" (when
used with reference to any Bank) shall have the meanings ascribed
to  them in Regulation O issued by the Board of Governors of  the
Federal Reserve System.

     5.18  Hazardous Substances.

      Except as disclosed on Schedule 5.18 or except as would not
reasonably  be  expected to have a Material Adverse  Effect,  the
real   property  owned  or  leased  by  the  Borrower   and   its
Subsidiaries  or  on  which  the  Borrower  or  its  Subsidiaries
operates   (the  "Subject  Property")  is  free  from  "hazardous
substances"   as  defined  in  the  Comprehensive   Environmental
Response, Compensation and Liability Act of 1980, 42 U.S.C.  9601
et  seq., as amended, and the regulations promulgated thereunder;
no  portion of the Subject Property is subject to federal,  state
or  local  regulation or liability because  of  the  presence  of
stored, leaked or spilled petroleum products, waste materials  or
debris,  "PCB's"  or PCB items (as defined in 40  C.F.R.  763.3),
underground  storage tanks, "asbestos" (as defined in  40  C.F.R.
763.63)  or the past or present accumulation, spillage or leakage
of  any such substance; and the Borrower and its Subsidiaries are
in  substantial  compliance with all  federal,  state  and  local
requirements relating to protection of health or the  environment
in  connection  with the operation of their businesses;  and  the
Credit  Parties  know of no complaint or investigation  regarding
real  property which it or any other Credit Party owns or  leases
or on which it or any other Credit Party operates.

     5.19  Patents, Franchises, etc.

      Each  of the Credit Parties possesses all material patents,
trademarks, service marks, trade names, copyrights, licenses  and
other  rights,  free  from  burdensome  restrictions,  that   are
necessary  for  the operation of their respective  businesses  as
presently conducted and as proposed to be conducted.  Each of the
Credit  Parties  has  obtained  all material  licenses,  permits,
franchises or other governmental authorizations necessary to  the
ownership  of its respective property and to the conduct  of  its
business.

     5.20  Solvency.

      The  Borrower and each of its Restricted Subsidiaries, both
collectively and individually, is and, after consummation of this
Credit  Agreement  and after giving effect  to  all  Indebtedness
incurred hereunder, will be, solvent.

     5.21  Investments.

      All investments of each of the Credit Parties are Permitted
Investments.


                            SECTION 6
                                
                      AFFIRMATIVE COVENANTS


      Each Credit Party hereby covenants and agrees that so  long
as this Credit Agreement is in effect and until the Loans and LOC
Obligations,  together with interest, fees and other  obligations
hereunder,  have been paid in full and the Commitments  hereunder
shall have terminated:

     6.01  Information Covenants.

      The  Credit Parties will furnish, or cause to be furnished,
to the Administrative Agent and each Bank:

           (a)   Annual Financial Statements.   As  soon  as
     available  and  in any event within 90 days  after  the
     close   of   each  fiscal  year  of  the  Borrower,   a
     consolidated  balance  sheet of the  Borrower  and  its
     Subsidiaries as at the end of such fiscal year together
     with  related  consolidated statements  of  income  and
     retained  earnings and of cash flows  for  such  fiscal
     year,  setting  forth in comparative form  consolidated
     figures   for  the  preceding  fiscal  year,   all   in
     reasonable detail and examined by Price Waterhouse,  or
     other  independent  certified  public  accountants   of
     recognized  national standing reasonably acceptable  to
     the  Required Banks and whose opinion shall be  to  the
     effect that such consolidated financial statements have
     been  prepared  in  accordance with generally  accepted
     accounting  principles applied on  a  consistent  basis
     (except   for   changes  with  which  such  accountants
     concur).  It is specifically understood and agreed that
     failure  of  the  annual  financial  statements  to  be
     accompanied  by  an  opinion and  certificate  of  such
     accountants  in  form and substance as provided  herein
     shall constitute a Default hereunder.

           (b)  Quarterly Financial Statements.  As soon  as
     available and in any event within 45 days after the end
     of  the first, second and third fiscal quarters of each
     fiscal  year  of  the  Borrower,  a  consolidated   and
     consolidating  balance sheet of the  Borrower  and  its
     Subsidiaries  as  at the end of such  quarterly  period
     together  with  related consolidated and  consolidating
     statements of income and retained earnings and of  cash
     flows for such quarterly period and for the portion  of
     the  fiscal year ending with such period, in each  case
     setting  forth  in  comparative form  consolidated  and
     consolidating figures for the corresponding  period  of
     the  preceding fiscal year, all in reasonable form  and
     detail   acceptable   to  the   Required   Banks,   and
     accompanied  by  a certificate of the  chief  financial
     officer,  treasurer or controller of  the  Borrower  as
     being  true and correct and as having been prepared  in
     accordance    with   generally   accepted    accounting
     principles  applied on a consistent basis,  subject  to
     changes resulting from audit and normal year-end  audit
     adjustments.

           (c)   Officer's  Certificate.   At  the  time  of
     delivery  of the financial statements provided  for  in
     Sections 6.01(a) and (b) hereof, a certificate  of  the
     chief financial officer, treasurer or controller of the
     Borrower substantially in the form of Schedule  6.01(c)
     to  the  effect  that no Default or  Event  of  Default
     exists,  or  if  any Default or Event of  Default  does
     exist specifying the nature and extent thereof and what
     action  the  Borrower  proposes to  take  with  respect
     thereto.  In addition, the Officer's Certificate  shall
     demonstrate  compliance  of  the  financial   covenants
     contained in Section 6.11 by calculation thereof as  of
     the end of each such fiscal period.

           (d)  Accountant's Certificate.  Within the period
     for   delivery  of  the  annual  financial   statements
     provided  in  Section  6.01(a), a  certificate  of  the
     accountants  conducting the annual audit  stating  that
     they  have  reviewed this Credit Agreement and  stating
     further  whether,  in the course of their  audit,  they
     have  become aware of any Default or Event  of  Default
     (insofar  as  any such terms or provisions  pertain  to
     accounting matters) and, if any such Default  or  Event
     of  Default  exists, specifying the nature  and  extent
     thereof.

           (e)   Auditor's Reports.  Promptly  upon  receipt
     thereof,  a  copy  of any other report  or  "management
     letter"  submitted  by independent accountants  to  the
     Borrower or a Subsidiary in connection with any annual,
     interim  or special audit of the books of the  Borrower
     or any of its Subsidiaries.

            (f)   SEC  and  Other  Reports.   Promptly  upon
     transmission  thereof,  copies  of  any   filings   and
     registrations with, and reports to, (i) the  Securities
     and  Exchange Commission, or any successor  agency,  by
     the Borrower or any of its Subsidiaries, and copies  of
     all financial statements, proxy statements, notices and
     reports as the Borrower or its Subsidiaries shall  send
     to  its  shareholders or to the holders  of  any  other
     Indebtedness     (including    specifically     without
     limitation, any Subordinated Debt) in their capacity as
     such  holders  and (ii) the United States Environmental
     Protection  Agency,  or  any  state  or  local   agency
     responsible  for  environmental   matters,  the  United
     States  Occupational Health and Safety  Administration,
     or any state or local agency responsible for health and
     safety   matters,   or   any  successor   agencies   or
     authorities concerning environmental, health or  safety
     matters.

            (g)    Other   Information.    With   reasonable
     promptness   upon   any   such  request,   such   other
     information  regarding  the  business,  properties   or
     financial   condition   of   the   Borrower   and   its
     Subsidiaries  as  the  Administrative  Agent   or   the
     Required Banks may reasonably request.

           (h)   Notice of Default or Litigation.  Upon  any
     Credit Party obtaining knowledge thereof, it will  give
     written   notice  to  the  Administrative   Agent   (i)
     immediately, of the occurrence of an event or condition
     consisting of a Default or Event of Default, specifying
     the  nature  and existence thereof and what action  the
     Borrower  proposes  to take with respect  thereto,  and
     (ii) promptly, but in any event within 5 Business Days,
     of  the occurrence of any of the following with respect
     to  any member of the Consolidated Borrower Group:  (A)
     the   pendency  or  commencement  of  any   litigation,
     arbitral or governmental proceeding against any  member
     of  the  Consolidated Borrower Group which if adversely
     determined is likely to have a Material Adverse Effect,
     (B)  any  levy  of  an attachment, execution  or  other
     process  against its assets having a value of  $500,000
     or  more,  (C) the occurrence of an event or  condition
     which  shall constitute a default or event  of  default
     under   any   Indebtedness  of  any   member   of   the
     Consolidated Borrower Group, (D) any development in its
     business or affairs which has resulted in, or which any
     Credit  Party  reasonably believes  may  result  in,  a
     Material Adverse Effect, or (E) the institution of  any
     proceedings  against  any member  of  the  Consolidated
     Borrower  Group  with respect to,  or  the  receipt  of
     notice  by  such  Person  of  potential  liability   or
     responsibility for violation, or alleged  violation  of
     any  federal,  state or local law, rule or  regulation,
     including  but not limited to, regulations  promulgated
     under  the  Resource Conservation and Recovery  Act  of
     1976,   42   U.S.C.  6901  et  seq.,   regulating   the
     generation,  handling  or  disposal  of  any  toxic  or
     hazardous  waste or substance or the release  into  the
     environment or storage of any toxic or hazardous  waste
     or  substance, the violation of which would likely have
     a  Material  Adverse  Effect,  or  (F)  any  notice  or
     determination    concerning  the  imposition   of   any
     withdrawal  liability by a multiemployer  Plan  against
     any member of the Consolidated Borrower Group or any of
     its   ERISA  Affiliates,  the  determination   that   a
     multiemployer  Plan  is,  or  is  expected  to  be,  in
     reorganization within the meaning of Title IV or ERISA,
     the  termination  of  any  Plan,  and  the  amount   of
     liability   incurred  or  which  may  be  incurred   in
     connection with any such event.

     6.02  Preservation of Existence and Franchises.

      Except  as  otherwise permitted under  Section  7.04,  each
member  of  the  Consolidated Borrower Group will do  all  things
necessary  to  preserve and keep in full  force  and  effect  its
existence, rights, franchises and authority.

     6.03  Books, Records and Inspections.

      Each  member of the Consolidated Borrower Group  will  keep
complete  and  accurate books and records of its transactions  in
accordance  with  good  accounting  practices  on  the  basis  of
generally  accepted accounting principles applied on a consistent
basis (including the establishment and maintenance of appropriate
reserves).   Each member of the Consolidated Borrower Group  will
permit    on    reasonable   notice   officers   or    designated
representatives  of the Administrative Agent  and  the  Banks  to
visit and inspect its books of account and records and any of its
properties  or assets (in whomever's possession) and  to  discuss
the  affairs,  finances  and  accounts  of  such  member  of  the
Consolidated Borrower Group with, and be advised as to  the  same
by,   its   and   their  officers,  directors   and   independent
accountants.

     6.04  Compliance with Law.

      Each  member of the Consolidated Borrower Group will comply
with  all applicable laws, rules, regulations and orders of,  and
all   applicable   restrictions   imposed   by   all   applicable
Governmental  Authorities  applicable  to  it  and  its  property
(including   applicable   statutes,   regulations,   orders   and
restrictions relating to environmental standards and controls) if
noncompliance with any such law, rule, regulation or  restriction
would have a Material Adverse Effect.

     
     6.05  Payment of Taxes and Other Indebtedness.

      Each member of the Consolidated Borrower Group will pay and
discharge (i) all taxes, assessments and governmental charges  or
levies  imposed upon it, or upon its income or profits,  or  upon
any  of  its  properties,  before they shall  become  delinquent,
(ii) all lawful claims (including claims for labor, materials and
supplies)  which, if unpaid, might give rise to a Lien or  charge
upon  any  of  its  properties, and (iii)  except  as  prohibited
hereunder, all of its other Indebtedness as it shall become  due;
provided,  however,  that  members of the  Consolidated  Borrower
Group  shall  not  be required to pay any such  tax,  assessment,
charge,  levy, claim or Indebtedness which is being contested  in
good  faith  by appropriate proceedings and as to which  adequate
reserves  therefor  have  been  established  in  accordance  with
generally  accepted accounting principles, unless the failure  to
make  any such payment (a) shall give rise to an immediate  right
to  foreclosure on a Lien securing such amounts or (b)  otherwise
would have a Material Adverse Effect.

     6.06  Insurance.

      Each member of the Consolidated Borrower Group will at  all
times  maintain  in  full force and effect  insurance  (including
worker's  compensation insurance, liability  insurance,  casualty
insurance  and business interruption insurance) in such  amounts,
covering such risks and liabilities and with such deductibles  or
self-insurance  retentions  as  are  in  accordance  with  normal
industry practice unless higher limits or other types of coverage
are  required by the terms of the other Credit Documents  or  are
otherwise reasonably required by the Required Banks.  The present
coverage  of  the members of the Consolidated Borrower  Group  is
outlined as to carrier, policy number, expiration date, type  and
amount  on  Schedule  6.06  hereto  and  is  acceptable  to   the
Administrative Agent and the Banks as of the Closing Date.

     6.07  Maintenance of Property.

     Each member of the Consolidated Borrower Group will maintain
and  preserve its properties and equipment used or useful in  its
business  (in  whomsoever's possession as they may  be)  in  good
repair,  working  order  and  condition,  normal  wear  and  tear
excepted,  and will make, or cause to be made, in such properties
and   equipment   from  time  to  time  all  repairs,   renewals,
replacements, extensions, additions, betterments and improvements
thereto  as  may be needed or proper, to the extent  and  in  the
manner customary for companies in similar businesses.

     6.08  Performance of Obligations.

      Each member of the Consolidated Borrower Group will perform
in  all  material  respects  all of its  obligations  (including,
except  as may be otherwise prohibited or contemplated hereunder,
payment  of Indebtedness in accordance with its terms) under  the
terms of all material agreements, indentures, mortgages, security
agreements or other debt instruments to which it is a party or by
which it is bound.

     
     
     6.09  ERISA.

      Each  Credit  Party and ERISA Affiliate will,  (a)  at  all
times,  make  prompt payment of all contributions required  under
all employee pension benefit plans ("Plans") and required to meet
the minimum funding standard set forth in ERISA with respect   to
its  Plans; (b) promptly upon request, furnish the Administrative
Agent  and  the  Banks copies of each annual report/return  (Form
5500  Series), as well as all schedules and attachments  required
to  be  filed  with the Department of Labor and/or  the  Internal
Revenue   Service   pursuant  to  ERISA,  and   the   regulations
promulgated thereunder, in connection with each of its Plans  for
each  Plan  Year; (c) notify the Administrative Agent immediately
of  any fact, including, but not limited to, any Reportable Event
(as  defined  in  ERISA) arising in connection with  any  of  its
Plans, which might constitute grounds for termination thereof  by
the  PBGC or for the appointment by the appropriate United States
District  Court  of a trustee to administer such  Plan,  together
with  a  statement, if requested by the Bank, as  to  the  reason
therefor  and  the  action, if any, proposed  to  be  taken  with
respect  thereof;  and  (d) furnish to the Administrative  Agent,
upon  its request, such additional information concerning any  of
its Plans as may be reasonably requested.  The Borrower will not,
nor will it permit any of its Subsidiaries or ERISA Affiliates to
(I)  terminate a Plan if any such termination would give rise  to
or  result in any material liability, or (II) cause or permit  to
exist  any  Termination  Event under  ERISA  or  other  event  or
condition  which presents a material risk of termination  at  the
request of the PBGC.

     6.10  Use of Proceeds.

      The  proceeds of the Loans hereunder shall be used for  the
purpose  of  financing working capital requirements  and  general
corporate purposes.

     6.11  Financial Covenants.

           (a)   Consolidated Tangible Net Worth.   The  Borrower
     will  not  permit Consolidated Tangible Net  Worth  on  each
     Determination Date after the Closing Date to  be  less  than
     $130,000,000;  provided, however, the  minimum  Consolidated
     Tangible Net Worth required hereunder shall increase on  the
     last day of each fiscal year to occur after the Closing Date
     to  an  amount  equal  to the sum of  (i)  the  Consolidated
     Tangible Net Worth required to be maintained on the last day
     of  the  immediately  preceding fiscal year,  plus  (ii)  an
     amount  equal  to  50% of Consolidated Net  Income  for  the
     fiscal  year ending as of such date (or if Consolidated  Net
     Income  is a deficit figure for such year, then zero),  plus
     (iii)  100% of the net proceeds received by the Borrower  or
     any Restricted Subsidiary pursuant to any Equity Transaction
     from  and  after  the Closing Date (other than  and  to  the
     extent, the net proceeds from a Equity Transaction shall  be
     used  within  90  days  of receipt  to  redeem  or  purchase
     preferred stock  of the Borrower).

           (b)   Leverage Ratio.  On each Determination Date  the
     Borrower   will  not  permit  the  ratio  of  the  aggregate
     outstanding principal amount of Consolidated Funded Debt  to
     Consolidated Tangible Capitalization to exceed:

             Fiscal    1QE   2QE  3QE   4QE
              Year
              1997     .60   .70  .70   .65
              1998     .65   .67  .67   .63
              1999     .63   .65  .65   .60

               and on each Determination Date thereafter at .60.

           (c)   Fixed Charges Coverage Ratio.  The Borrower will
     keep  and maintain as of each Determination Date a ratio  of
     Net  Income Available for Fixed Charges to Fixed Charges for
     a  period of four consecutive fiscal quarters ending  as  of
     the Determination Date of not less than 1.25 to 1.0.

           (d)   Current Ratio.  There shall be maintained as  of
     each  Determination  Date,  a Current  Ratio,  of  at  least
     3.0:1.0.

     6.12  Additional Subsidiaries.

      Promptly  upon  any  Person becoming an  Additional  Credit
Party,  the  Credit  Parties shall so notify  the  Administrative
Agent  and  the  Banks and shall cause such Person  to  become  a
"Guarantor" hereunder pursuant to a Joinder Agreement.


                            SECTION 7
                                
                       NEGATIVE COVENANTS


      Each Credit Party hereby covenants and agrees that so  long
as this Credit Agreement is in effect and until the Loans and LOC
Obligations,  together with interest, fees and other  obligations
hereunder,  have been paid in full and the Commitments  hereunder
shall have terminated:

     7.01  Indebtedness.

      Neither the Borrower nor any of its Restricted Subsidiaries
will  contract,  create, incur, assume or  permit  to  exist  any
Indebtedness, except:

           (a)   Indebtedness arising under this Credit Agreement
     and the other Credit Documents;

           (b)  Indebtedness evidenced by the Senior Notes (and a
     refinancing  thereof, so long as in the  case  of  any  such
     refinancing,  such  Indebtedness (i) shall  not  exceed  the
     principal amount of the Senior Notes then outstanding,  (ii)
     has  a  weighted average life to maturity not  shorter  than
     that  of  the  Senior  Notes, (ii) is unsecured,  except  by
     guaranties  of the Subsidiaries as provided in the  case  of
     the  Senior Notes, and the rights of payment are subordinate
     to  or  pari  pasu  with,  but not  senior  to  or  given  a
     preference  in  any material respect over,  the  Obligations
     under this Credit Agreement and (iv) the terms of the credit
     agreement,  indenture, note or other instrument pursuant  to
     which   such  Indebtedness  is  issued  or  by  which   such
     Indebtedness  is  governed,  shall  not,  in  any   material
     respect,  be  more  restrictive  to  the  Borrower  or   its
     Subsidiaries  than  the terms of the Indenture  pursuant  to
     which the Senior Notes shall have been issued);

           (c)   Indebtedness existing as of the Closing Date  as
     referenced  in  Section 5.09 (and renewals, refinancings  or
     extensions thereof on terms and conditions no more favorable
     to  such Person than such existing Indebtedness (taking into
     account reasonable market conditions existing at such  time)
     and  in a principal amount not in excess of that outstanding
     as of the date of such renewal, refinancing or extension);

           (d)   Indebtedness  in  respect  of  current  accounts
     payable  or  accrued  (other  than  for  borrowed  money  or
     purchase  money  obligations) and incurred in  the  ordinary
     course  of  business, provided, that all  such  liabilities,
     accounts and claims shall be paid when due (or in conformity
     with customary trade terms);

           (e)   Purchase money indebtedness incurred to  finance
     the purchase of fixed assets provided that (i) the total  of
     all   such   indebtedness  shall  not  exceed  an  aggregate
     principal  amount  at any time outstanding  of  $10,000,000;
     (ii)  such  indebtedness when incurred shall not exceed  the
     purchase  price  of the asset financed; and  (iii)  no  such
     indebtedness shall be refinanced for a principal  amount  in
     excess  of the principal balance outstanding thereon at  the
     time of such refinancing;

           (f)   Other  short  term  unsecured  indebtedness  for
     borrowed  money  (and  specifically excluding  for  purposes
     hereof  any letters of credit issued outside of this  Credit
     Agreement  other than any such letters of credit  which  may
     have  been issued and outstanding on the Closing Date, which
     letters  of credit may not be renewed or otherwise extended)
     which do not exceed $10,000,000 in the aggregate at any time
     outstanding; and

           (g)   up  to (i) $14,700,000 in unsecured subordinated
     seller  financing with a minimum term of 10 years  owing  in
     connection  with  the  Cal-Shirt Acquisition  on  terms  and
     conditions reasonably acceptable to the Required  Banks  and
     (ii)  up  to $1,000,000 in connection with the T-Shirt  City
     Acquisition.

     7.02  Liens.

      Neither the Borrower nor any of its Restricted Subsidiaries
will  contract create, incur, assume or permit to exist any  Lien
with  respect  to  any  of its property or  assets  of  any  kind
(whether  real or personal, tangible or intangible), whether  now
owned or after acquired, except for Permitted Liens.

     7.03  Guaranty Obligations.

      Neither the Borrower nor any of its Restricted Subsidiaries
will  enter  into or otherwise become or be liable in respect  of
any   Guaranty  Obligations  (excluding  specifically   therefrom
endorsements  in  the ordinary course of business  of  negotiable
instruments for deposit or collection) other than those in  favor
of  the  Senior  Notes  and in favor of the Banks  in  connection
herewith.

     7.04  Nature of Business.

      Neither the Borrower nor any of its Restricted Subsidiaries
will  substantively alter the character of its business from that
conducted as of the Closing Date.

     7.05  Consolidation, Merger, Sale or Purchase of Assets,
etc.

      Neither the Borrower nor any of its Restricted Subsidiaries
will

          (a)  dissolve, liquidate, or wind up its affairs, sell,
     transfer,  lease  or  otherwise  dispose  of  all   or   any
     substantial  part of its property or assets (other  than  in
     the ordinary course of business for fair consideration),  or
     agree  to any of the foregoing at a future time, except  for
     the sale or disposition of machinery and equipment no longer
     useful  in  the  conduct of its business.  As  used  herein,
     "substantial  part"  shall mean if the book  value  of  such
     assets,  when  added to the book value of all  other  assets
     sold,  leased  or otherwise disposed of by the Borrower  and
     its  Restricted  Subsidiaries (other than  in  the  ordinary
     course  of business), (i) during the 12-month period  ending
     with  the  date  of  such sale, lease or  other  disposition
     exceeds 10% of Consolidated Assets, determined as of the end
     of the immediately preceding fiscal year, or (ii) during the
     period  beginning on the date of this Credit  Agreement  and
     ending on the date of such sale, lease or other disposition,
     exceeds  an  amount  equal  to 25%  of  Consolidated  Assets
     determined as of December 31, 1994; or

           (b)  purchase, lease or otherwise acquire (in a single
     transaction or a series of related transactions) all or  any
     substantial  part of the property or assets  of  any  Person
     (other  than  purchases or other acquisitions of  inventory,
     leases,  materials, property and equipment in  the  ordinary
     course   of   business,  except  as  otherwise  limited   or
     prohibited herein), or enter into any transaction of  merger
     or  consolidation, or agree to do any of the foregoing at  a
     future  time,  except  for (i) capital expenditures  to  the
     extent  of the limitations set out in Section 6.11(c),  (ii)
     investments,  acquisitions and transfers or dispositions  of
     properties  permitted pursuant to Section  7.06,  (iii)  the
     merger or consolidation of a Restricted Subsidiary into,  or
     a  sale,  transfer or lease of all or a substantial part  of
     its  properties (at fair value) to, a Credit Party, and (iv)
     the  merger of any Person into a Credit Party, provided that
     the  Credit  Party  shall be the surviving corporation,  and
     management  and  control of the Credit  Party  shall  remain
     substantially unchanged and no Default or Event  of  Default
     shall  exist  either immediately prior to  or  after  giving
     effect to such merger.  Notwithstanding the foregoing, other
     than  (A) capital expenditures permitted pursuant to Section
     6.11(c), (B) investments pursuant to Section 7.06,  (C)  the
     Cal-Shirt  Acquisition and (D) the T-Shirt City Acquisition,
     in  the  case  of  an  acquisition by the  Borrower  or  its
     Restricted  Subsidiaries, whether by way of asset  purchase,
     stock or securities purchase or merger or consolidation, the
     aggregate  cash consideration paid in connection  with  such
     acquisitions shall not exceed $15,000,000 in any instance or
     $30,000,000  in the aggregate over the term of  this  credit
     facility (including any extensions of the Termination Date).

     7.06  Advances, Investments and Loans.

      Neither the Borrower nor any of its Restricted Subsidiaries
will  lend  money or credit or make advances to  any  Person,  or
purchase or acquire any stock, obligations or securities  of,  or
any  other interest in, or make any capital contribution  to  any
Person except for Permitted Investments.

     7.07  Prepayments of Indebtedness, etc.

      Neither the Borrower nor any of its Restricted Subsidiaries
will

           (i)  after  the issuance thereof, amend or modify  (or
     permit  the  amendment or modification  of),  if  reasonably
     adverse  to the interests of the Banks, any of the terms  of
     any  subordinated or senior funded indebtedness for borrowed
     money  (including specifically, but without limitation,  the
     Indebtedness  evidenced by the Senior Notes) to  the  extent
     any  such amendment or modification would be adverse to  the
     issuer thereof or to the interests of the Banks,

          (ii) make (or give any notice with respect thereto) any
     voluntary   or  optional payment, prepayment, redemption  or
     acquisition  for value of (including without limitation,  by
     way  of depositing money or securities with the trustee with
     respect  thereto before due for the purpose of  paying  when
     due)  or  exchange  of any other Indebtedness  for  borrowed
     money  (including specifically, but without limitation,  the
     Indebtedness evidenced by the Senior Notes); except

          (A) with the proceeds of an Equity Transaction,

           (B)  with the proceeds of Indebtedness incurred  in  a
     refinancing  of  the  Senior Notes permitted  under  Section
     7.01(b), and

          (C) where

                     (I)  no  Default or Event of  Default  shall
          exist  either immediately prior to or immediately after
          giving effect thereto,

                    (II) the Borrower shall have achieved a ratio
          of  Consolidated  Funded Debt to Consolidated  Tangible
          Capitalization of .50:1.0 or less as of the end of  the
          fiscal year then ending, or if not on the last day of a
          fiscal  year,  then as of the end of  the  most  recent
          fiscal year preceding the transaction, and

                    
                    (III) the Borrower can demonstrate compliance
          with financial covenants (including without limitation,
          the  Fixed  Charges Coverage Ratio of Section  6.11(c))
          and availability hereunder on both a Pro Forma Basis,

     then the Borrower may make optional or voluntary prepayments
     of  principal  on,  or redeem or otherwise  acquire,  Senior
     Notes  in  an  aggregate amount not to  exceed  10%  of  the
     principal amount of the Senior Notes outstanding at the  end
     of the fiscal year most recently ended,

            (iii)   make  any  payment,  prepayment,  redemption,
     acquisition  for value of (including without limitation,  by
     way  of depositing money or securities with the trustee with
     respect  thereto before due for the purpose of  paying  when
     due) refund, refinance or exchange of any Subordinated Debt.
     As  used  herein, "Subordinated Debt" means any indebtedness
     for  borrowed  money  which by its terms  is,  or  upon  the
     happening  of  certain  events may become,  subordinated  in
     right  of  payment  to  the Loans and  other  amounts  owing
     hereunder or in connection herewith.

     7.08  Transactions with Affiliates.

     No member of the Consolidated Borrower Group will enter into
any  transaction or series of transactions, whether or not in the
ordinary   course  of  business,  with  any  officer,   director,
shareholder,  Subsidiary or Affiliate other  than  on  terms  and
conditions substantially as favorable than would be obtainable in
a comparable arm's-length transaction with a Person other than an
Affiliate.

     7.09  Ownership of Subsidiaries.

      Neither the Borrower nor any of its Restricted Subsidiaries
will  sell, transfer or otherwise dispose of, a substantial  part
the  shares  of capital stock of the Subsidiaries or  permit  any
Subsidiaries   to  issue,  sell  or  otherwise  dispose   of,   a
substantial  part  of  the  shares  of  capital  stock   of   the
Subsidiaries.   Neither the Borrower nor any  of  its  Restricted
Subsidiaries  will  create, form or acquire a  Subsidiary  unless
such  Subsidiary is or would be a Restricted Subsidiary.  As used
herein,   "substantial  part"  shall  mean  any  sale,  transfer,
disposition  or issuance which would (i) result in  a  Change  of
Control,  or  (ii)  involve  more  than  10%  of  the  Borrower's
consolidated net shareholder's equity during the period ending as
of  the date of any such sale, transfer, disposition or issuance,
or more than 25% of the Borrower's consolidated net shareholder's
equity determined as of December 31, 1994.

     7.10  Fiscal Year.

      Neither the Borrower nor any of its Restricted Subsidiaries
will change its fiscal year.

                            SECTION 8
                        
                        EVENTS OF DEFAULT

     8.01  Events of Default.

      An  Event of Default shall exist upon the occurrence of any
of the following  specified events (each an "Event of Default"):

               (a)  Payment.  Any Credit Party shall

                     (i)  default in the payment when due of  any
          principal  of  any of the Loans or of any reimbursement
          obligations  arising  from drawings  under  Letters  of
          Credit,  or  in  providing  cash  collateral  when  due
          pursuant to Section 8.02(iv), or

                    (ii) default, and such default shall continue
          for  five or more days, in the payment when due of  any
          interest on the Loans, or of any fees or other  amounts
          owing   hereunder,  under  any  of  the  other   Credit
          Documents or in connection herewith; or

           (b)  Representations.  Any representation, warranty or
     statement  made  or deemed to be made by  any  Credit  Party
     herein,  in  any of the other Credit Documents,  or  in  any
     statement  or  certificate  delivered  or  required  to   be
     delivered  pursuant hereto or thereto shall prove untrue  in
     any  material respect on the date as of which it was  deemed
     to have been made; or

          (c)  Covenants.  Any Credit Party shall

                      (i)  default  in  the  due  performance  or
          observance of any term, covenant or agreement contained
          in  Sections 6.01(i), 6.02, 6.10, 6.11 or 7.01  through
          7.10, inclusive, or

                     (ii)  default  in  the  due  performance  or
          observance  by  it of any term, covenant  or  agreement
          (other  than those referred to in subsections (a),  (b)
          or  (c)(i)  or  this  Section 8.01) contained  in  this
          Credit   Agreement  and  such  default  shall  continue
          unremedied for a period of at least 30 days  after  the
          earlier  of  a  responsible officer of a  Credit  Party
          becoming aware of such default or notice thereof by the
          Administrative Agent; or

           (d)   Other  Credit Documents.  (i) Any  Credit  Party
     shall  default in the due performance or observance  of  any
     term,  covenant  or  agreement in any of  the  other  Credit
     Documents  (subject to applicable grace or cure periods,  if
     any),  or (ii) any Credit Document shall fail to be in  full
     force  and effect or to give the Administrative Agent and/or
     the Banks the liens, rights, powers and privileges purported
     to be created thereby; or

           (e)   Guaranties.  The guaranty given  by  the  Credit
     Parties   hereunder  or  by  any  Additional  Credit   Party
     hereafter or any provision thereof shall cease to be in full
     force  and effect, or any guarantor thereunder or any Person
     acting  by  or  on behalf of such guarantor  shall  deny  or
     disaffirm  such guarantor's obligations under such guaranty,
     or  any  guarantor shall default in the due  performance  or
     observance of any term, covenant or agreement on its part to
     be performed or observed pursuant to any guaranty; or

           (f)   Bankruptcy, etc.  The Borrower or any Restricted
     Subsidiary shall commence a voluntary case concerning itself
     under  the  Bankruptcy  Code;  or  an  involuntary  case  is
     commenced  against the Borrower or any Restricted Subsidiary
     under  the Bankruptcy Code and the petition is not dismissed
     within  60  days,  after commencement  of  the  case;  or  a
     custodian  (as defined in the Bankruptcy Code) is  appointed
     for,  or  takes charge of all or substantially  all  of  the
     property  of  the Borrower or any Restricted Subsidiary;  or
     the  Borrower  or  any Restricted Subsidiary  commences  any
     other  proceeding  under  any  reorganization,  arrangement,
     adjustment  of  the debt, relief of creditors,  dissolution,
     insolvency or similar law of any jurisdiction whether now or
     hereafter  in  effect  relating  to  the  Borrower  or   any
     Restricted  Subsidiary; or there is  commenced  against  the
     Borrower  or  any Restricted Subsidiary any such  proceeding
     which  remains undismissed for a period of 60 days;  or  the
     Borrower   or   any  Restricted  Subsidiary  is  adjudicated
     insolvent or bankrupt; or any order of relief or other order
     approving  any  such case or proceeding is entered;  or  the
     Borrower or any Restricted Subsidiary suffers appointment of
     any custodian or the like for it or for any substantial part
     of  its  property to continue unchanged or  unstayed  for  a
     period  of  60  days;  or  the Borrower  or  any  Restricted
     Subsidiary  makes a general assignment for  the  benefit  of
     creditors; or any corporate action is taken by the  Borrower
     or  any  Restricted Subsidiary for the purpose of  effecting
     any of the foregoing; or

           (g)  Defaults under Other Agreements.  With respect to
     any  Indebtedness (other than Indebtedness outstanding under
     this  Credit  Agreement)  in excess  of  $5,000,000  in  the
     aggregate  for the Borrower and its Restricted Subsidiaries,
     (i) the Borrower or any of its Restricted Subsidiaries shall
     (A)  default  in  any payment (beyond the  applicable  grace
     period  with  respect thereto, if any) with respect  to  any
     such  Indebtedness,  or (B) default  in  the  observance  or
     performance  relating to such Indebtedness or  contained  in
     any instrument or agreement evidencing, securing or relating
     thereto,  or  any other event or condition  shall  occur  or
     condition exist, the effect of which default or other  event
     or  condition is to cause, or permit, the holder or  holders
     of  such Indebtedness (or trustee or agent on behalf of such
     holders) to cause (determined without regard to whether  any
     notice  or lapse of time is required), any such Indebtedness
     to become due prior to its stated maturity; or (ii) any such
     Indebtedness shall be declared due and payable, or  required
     to  be  prepaid other than by a regularly scheduled required
     prepayment, prior to the stated maturity thereof; or

          (h)  Judgments.  One or more judgments or decrees shall
     be entered against the Borrower or any Restricted Subsidiary
     involving   a liability of $500,000 or more in the aggregate
     (to  the  extent  not  paid or fully  covered  by  insurance
     provided by a carrier who has acknowledged coverage) and any
     such  judgments  or  decrees shall not  have  been  vacated,
     discharged or stayed or bonded pending appeal within 30 days
     from the entry thereof; or

           (i)  ERISA.  (i) Any Credit Party or any member of the
     Controlled  Group shall fail to pay when due  an  amount  or
     amounts  aggregating in excess of $1,000,000 which it  shall
     have become liable to pay under Title IV of ERISA; or notice
     of  intent  to  terminate  a Plan  or  Plans  which  in  the
     aggregate  have unfunded liabilities in excess of $1,000,000
     (individually and collectively, a "Material Plan") shall  be
     filed  under  Title IV of ERISA by any such  member  of  the
     Consolidate  Borrower Group or any member of the  Controlled
     Group,  any  plan  administrator or any combination  of  the
     foregoing;  or  the  PBGC shall institute proceedings  under
     Title  IV of ERISA to terminate, to impose liability  (other
     than  for  premiums under Section 4007 of ERISA) in  respect
     of,  or to cause a trustee to be appointed to administer any
     Material Plan; or a condition shall exist by reason of which
     the  PBGC  would be entitled to obtain a decree adjudicating
     that  any  Material Plan must be terminated; or there  shall
     occur  a  complete or partial withdrawal from, or a default,
     within  the  meaning of Section 4219(c)(5)  of  ERISA,  with
     respect  to,  one  or more Multiemployer Plans  which  could
     cause one or more members of the Controlled Group to incur a
     current payment obligation in excess of $1,000,000; or

          (j)  Ownership.  There shall occur a Change of Control;
     or

           (k)   Senior  Notes.  The occurrence of  an  Event  of
     Default under any of the Senior Notes (as defined therein).

     8.02  Acceleration; Remedies.

      Upon the occurrence of an Event of Default, and at any time
thereafter unless and until such Event of Default has been waived
by  the  Required  Banks  or cured to  the  satisfaction  of  the
Required  Banks  (pursuant to the voting  procedures  in  Section
10.06),  the  Administrative Agent shall, upon  the  request  and
direction  of  the  Required Banks,  by  written  notice  to  the
Borrower  take any of the following actions without prejudice  to
the rights of the Administrative Agent or any Bank to enforce its
claims   against   the  Credit  Parties,  except   as   otherwise
specifically provided for herein:

            (i)    Termination  of  Commitments.    Declare   the
     Commitments  terminated whereupon the Commitments  shall  be
     immediately terminated.

           (ii)   Acceleration  of  Loans.   Declare  the  unpaid
     principal  of  and any accrued interest in  respect  of  all
     Loans   and   unreimbursed  drawings  in  respect   of   LOC
     Obligations   and   any  and  all  other   indebtedness   or
     obligations  of any and every kind owing by the Borrower  to
     any  of  the  Banks hereunder to be due whereupon  the  same
     shall  be  immediately due and payable without  presentment,
     demand,  protest or other notice of any kind, all  of  which
     are hereby waived by the Borrower.

           (iii)   Enforcement of Rights.  Enforce  any  and  all
     rights  and interests created and existing under the  Credit
     Documents and all rights of set-off.

           (iv)   Cash Collateral.  Direct the Credit Parties  to
     pay  (and the Credit Parties agree that upon receipt of such
     notice, or upon the occurrence of an Event of Default  under
     Section   8.01(e),  they  will  immediately  pay)   to   the
     Administrative  Agent additional cash, to  be  held  by  the
     Administrative  Agent, for the benefit of the  Banks,  in  a
     cash  collateral account as additional security for the  LOC
     Obligations   for  subsequent  drawings   under   all   then
     outstanding  Letters  of Credit in an amount  equal  to  the
     maximum  aggregate  amount which  may  be  drawn  under  all
     Letters of Credits then outstanding.

Notwithstanding  the foregoing, if an Event of Default  specified
in  Section  8.01(f)  shall  occur, then  the  Commitments  shall
automatically  terminate and all Loans and LOC  Obligations,  all
accrued interest in respect thereof, all accrued and unpaid  Fees
and   other  indebtedness  or  obligations  owing  to  the  Banks
hereunder  shall immediately become due and payable  without  the
giving of any notice or other action by the Administrative  Agent
or the Banks.
                            
                            SECTION 9
                                
                        AGENCY PROVISIONS

     9.01  Appointment.

      Each  Bank hereby designates and appoints CoreStates  Bank,
N.A.  and  First Union National Bank of Virginia as co-agent  (in
such  capacity  as  Co-Agents  hereunder,  the  "Co-Agents")  and
NationsBank,  N.A. as administrative agent (in such  capacity  as
Administrative  Agent hereunder, the "Administrative  Agent")  of
such  Bank  to  act  as  specified herein and  the  other  Credit
Documents,   and   each   such   Bank   hereby   authorizes   the
Administrative  Agent  and the Co-Agents,  respectively,  as  the
agent for such Bank, to take such action on its behalf under  the
provisions  of  this  Credit  Agreement  and  the  other   Credit
Documents and to exercise such powers and perform such duties  as
are  expressly  delegated by the terms hereof and  of  the  other
Credit  Documents,  together  with  such  other  powers  as   are
reasonably incidental thereto.  Notwithstanding any provision  to
the  contrary elsewhere herein and in the other Credit Documents,
neither the Co-Agents nor the Administrative Agent shall have any
duties  or  responsibilities, except those  expressly  set  forth
herein and therein, or any fiduciary relationship with any  Bank,
and  no  implied covenants, functions, responsibilities,  duties,
obligations  or  liabilities  shall  be  read  into  this  Credit
Agreement   or  any  of  the  other Credit  Documents,  or  shall
otherwise  exist  against the Agents.   The  provisions  of  this
Section  are solely for the benefit of the Agents and  the  Banks
and  none of the Credit Parties shall have any rights as a  third
party  beneficiary of the provisions hereof.  In  performing  its
functions  and duties under this Credit Agreement and  the  other
Credit  Documents,  the Administrative Agent  and  the  Co-Agents
shall not act solely as agents of the Banks and do not assume and
shall   not   be  deemed  to  have  assumed  any  obligation   or
relationship of agency or trust with or for the Borrower  or  any
other Credit Party.

     9.02  Delegation of Duties.

      The  Agents  may  execute  any of their  respective  duties
hereunder  or  under  the other Credit 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
Agents  shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable
care.

     9.03  Exculpatory Provisions.

      Neither the Co-Agents nor the Administrative Agent nor  any
of  their  respective  officers,  directors,  employees,  agents,
attorneys-in-fact  or  affiliates shall be  (i)  liable  for  any
action lawfully taken or omitted to be taken by it or such Person
under or in connection herewith or in connection with any of  the
other Credit Documents (except for its or such Person's own gross
negligence  or  willful misconduct), or (ii) responsible  in  any
manner  to  any  of  the  Banks  for  any  recitals,  statements,
representations or warranties made by any of the  Credit  Parties
contained  herein or in any of the other Credit Documents  or  in
any certificate, report, statement or other document referred  to
or provided for in, or received by the Administrative Agent under
or  in connection herewith or in connection with the other Credit
Documents, or enforceability or sufficiency herefor of any of the
other  Credit  Documents, or for any failure of the  Borrower  to
perform its obligations hereunder or thereunder.  Neither the Co-
Agents  nor the Administrative Agent shall be responsible to  any
Bank    for    the    effectiveness,    genuineness,    validity,
enforceability,  collectibility or  sufficiency  of  this  Credit
Agreement,  or  any  of  the other Credit Documents  or  for  any
representations, warranties, recitals or statements  made  herein
or  therein  or made by the Borrower or any Credit Party  in  any
written   or  oral  statement  or  in  any  financial  or   other
statements,  instruments,  reports,  certificates  or  any  other
documents in connection herewith or therewith furnished  or  made
by  the Co-Agents or the Administrative Agent to the Banks or  by
or  on  behalf  of  the Credit Parties to the  Co-Agents  or  the
Administrative Agent or any Bank or be required to  ascertain  or
inquire as to the performance or observance of any of the  terms,
conditions, provisions, covenants or agreements contained  herein
or  therein or as to the use of the proceeds of the Loans  or  of
the  existence or possible existence of any Default or  Event  of
Default  or  to inspect the properties, books or records  of  the
Credit Parties.

     9.04  Reliance on Communications.

      The Co-Agents or the Administrative 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   or  any  of  the  other  Credit  Parties,  independent
accountants  and  other  experts selected by  the  Administrative
Agent  with reasonable care).  The Administrative Agent may  deem
and  treat  the Banks as the owner of their respective  interests
hereunder for all purposes unless a written notice of assignment,
negotiation  or transfer thereof shall have been filed  with  the
Administrative Agent in accordance with Section 10.03(b)  hereof.
The  Administrative Agent shall be fully justified in failing  or
refusing to take any action under this Credit Agreement or  under
any  of  the other Credit Documents unless it shall first receive
such  advice  or concurrence of the Required Banks  as  it  deems
appropriate  or it shall first be indemnified to its satisfaction
by  the Banks 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 Administrative Agent shall in  all  cases  be
fully   protected  in  acting,  or  in  refraining  from  acting,
hereunder  or  under  any  of  the  other  Credit  Documents   in
accordance with a request of the Required Banks (or to the extent
specifically provided in Section 10.06, all the Banks)  and  such
request  and any action taken or failure to act pursuant  thereto
shall  be  binding upon all the Banks (including their successors
and assigns).

     9.05  Notice of Default.

      The  Administrative  Agent shall  not  be  deemed  to  have
knowledge or notice of the occurrence of any Default or Event  of
Default  hereunder unless the Administrative Agent  has  received
notice  from  a  Bank or a Credit Party referring to  the  Credit
Document, describing such Default or Event of Default and stating
that such notice is a "notice of default." In the event that  the
Administrative  Agent receives such a notice, the  Administrative
Agent  shall  give  prompt  notice thereof  to  the  Banks.   The
Administrative Agent shall take such action with respect to  such
Default  or  Event of Default as shall be reasonably directed  by
the Required Banks.

     9.06  Non-Reliance on Agents and Other Banks.

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

     9.07  Indemnification.

       The  Banks  agree  to  indemnify  the  Co-Agents  and  the
Administrative Agent in their respective capacities 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  Commitments, 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 Obligations) be imposed on,
incurred   by   or   asserted  against  the  Co-Agents   or   the
Administrative Agent in their respective capacities  as  such  in
any  way  relating to or arising out of this Credit Agreement  or
the  other Credit 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 Co-Agents
or  the  Administrative Agent under or in connection with any  of
the  foregoing;  provided that no Bank shall be  liable  for  the
payment  of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements  resulting  from the gross  negligence  or  willful
misconduct  of  a Co-Agent or the Administrative Agent.   If  any
indemnity furnished to the Co-Agents or the Administrative  Agent
for  any  purpose shall, in the opinion of the Co-Agents  or  the
Administrative  Agent, be insufficient or  become  impaired,  the
Administrative Agent may call for additional indemnity and cease,
or  not  commence, to do the acts indemnified against until  such
additional  indemnity  is  furnished.   The  agreements  in  this
Section  shall  survive the payment of the  Obligations  and  all
other  amounts  payable  hereunder and  under  the  other  Credit
Documents.

     9.08  Agents in their Individual Capacity.

      The  Co-Agents  and  the  Administrative  Agent  and  their
respective affiliates may make loans to, accept deposits from and
generally engage in any kind of business with the Borrower or any
other members of the Consolidated Borrower Group as though the Co-
Agents  or  the  Administrative Agent  were  not  a  Co-Agent  or
Administrative Agent hereunder.  With respect to the  Loans  made
and   all   Obligations  owing  to  it,  the  Co-Agent   or   the
Administrative Agent shall have the same rights and powers  under
this  Credit Agreement as any Bank and may exercise the  same  as
though they were not a Co-Agent or Administrative Agent, and  the
terms  "Bank"  and  "Banks" shall include the Co-Agents  and  the
Administrative Agent in their individual capacity.

     9.09  Successor Agent.

      The Administrative Agent and any Co-Agent may, at any time,
resign  upon 20 days' written notice to the Banks, and be removed
with or without cause by the Required Banks upon 30 days' written
notice  to the Co-Agent or Administrative Agent.  Upon  any  such
resignation or removal, the Required Banks shall have  the  right
to  appoint a successor Co-Agent or Administrative Agent.  If  no
successor  Co-Agent or Administrative Agent shall  have  been  so
appointed  by  the Required Banks, and shall have  accepted  such
appointment,  within 30 days after the notice of  resignation  or
notice of removal, as appropriate, then the retiring Co-Agent  or
Administrative  Agent  shall  select  a  successor  Co-Agent   or
Administrative Agent provided such successor is a Bank  hereunder
or  a  commercial  bank organized under the laws  of  the  United
States  of  America or of any State thereof and  has  a  combined
capital   and  surplus  of  at  least  $400,000,000.   Upon   the
acceptance of any appointment as Co-Agent or Administrative Agent
hereunder   by   a   successor,  such   successor   Co-Agent   or
Administrative Agent shall thereupon succeed to and become vested
with  all  the  rights,  powers, privileges  and  duties  of  the
retiring  Co-Agent or Administrative Agent, and the retiring  Co-
Agent or Administrative Agent shall be discharged from its duties
and   obligations  as  Co-Agent  or  Administrative   Agent,   as
appropriate,  under this Credit Agreement and  the  other  Credit
Documents and the provisions of this Section 9.09 shall inure  to
its benefit as to any actions taken or omitted to be taken by  it
while  it was Co-Agent or Administrative Agent under this  Credit
Agreement.

                           SECTION 10
                                
                          MISCELLANEOUS
     
     10.01  Notices.

      Except  as otherwise expressly provided herein, all notices
and other communications shall have been duly given and shall  be
effective (i) when delivered, (ii) when transmitted via  telecopy
(or  other  facsimile device) to the number set out below,  (iii)
the  day  following the day on which the same has been  delivered
prepaid to a reputable national overnight air courier service, or
(iv)  the third Business Day following the day on which the  same
is sent by certified or registered mail, postage prepaid, in each
case to the respective parties at the address, in the case of the
Borrower  and the Administrative Agent, set forth below,  and  in
the  case of the Banks, set forth on Schedule 2.01(a), or at such
other address as such party may specify by written notice to  the
other parties hereto:
               
               if to the Borrower or the Guarantors:

               Tultex Corporation
               101 Commonwealth Boulevard
               Martinsville, Virginia 24112
               Attn:  Suzanne H. Wood
                      Vice President and Chief Financial Officer
               Telephone:  (703) 632-2961 Ext. 3034
               Telecopy:   (703) 634-2611

          if to the Administrative Agent:

               NationsBank, N.A.
               101 N. Tryon Street
               Independence Center
               NC1-001-15-04
               Charlotte, North Carolina 28255
               Attn: Margaret Lydon
               Telephone:  (704) 386-9371
               Telecopy:   (704) 386-9923

               with a copy to:

               NationsBank, N.A.
               NationsBank Corporate Center, 8th Floor
               NC1-007-08-11
               100 North Tryon Street
               Charlotte, North Carolina  28255
               Attn: E. Phifer Helms
               Telephone:  (704)386-5358
               Telecopy:   (704)386-1270

     10.02  Right of Set-Off.

      In  addition  to any rights now or hereafter granted  under
applicable law or otherwise, and not by way of limitation of  any
such  rights,  upon the occurrence of an Event of  Default,  each
Bank  is  authorized at any time and from time to  time,  without
presentment, demand, protest or other notice of any kind (all  of
which  rights being hereby expressly waived), to set-off  and  to
appropriate  and apply any and all deposits (general or  special)
and any other indebtedness at any time held or owing by such Bank
(including,  without limitation branches, agencies or  Affiliates
of  such  Bank  wherever located) to or for  the  credit  or  the
account  of  the Borrower against obligations and liabilities  of
the  Borrower to such Bank hereunder, under the Notes, the  other
Credit Documents or otherwise, irrespective of whether such  Bank
shall   have   made  any  demand  hereunder  and  although   such
obligations,  liabilities or claims,  or  any  of  them,  may  be
contingent or unmatured, and any such set-off shall be deemed  to
have  been  made immediately upon the occurrence of an  Event  of
Default  even though such charge is made or entered on the  books
of such Bank subsequent thereto.  The Borrower hereby agrees that
any   Person  purchasing  a  participation  in  the   Loans   and
Commitments  hereunder pursuant to Section  10.03(c)  or  Section
2.21.  may  exercise all rights of set-off with  respect  to  its
participation  interest as fully as if such Person  were  a  Bank
hereunder.

     
     10.03  Benefit of Agreement.

           (a)   Generally.  This Credit Agreement shall  be
     binding  upon  and  inure to  the  benefit  of  and  be
     enforceable by the respective successors and assigns of
     the  parties  hereto; provided that  the  none  of  the
     Credit  Parties  may  assign and transfer  any  of  its
     rights,  obligations or interests without prior written
     consent of the Banks; provided further that the  rights
     of   each   Bank   to   transfer,   assign   or   grant
     participations   in   its  rights  and/or   obligations
     hereunder shall be limited as set forth in this Section
     10.03,  provided  however  that  nothing  herein  shall
     prevent  or  prohibit any Bank from  (i)  pledging  its
     Loans hereunder to a Federal Reserve Bank in support of
     borrowings made by such Bank from such Federal  Reserve
     Bank, or (ii) granting assignments or participation  in
     such  Bank's Loans and/or Commitments hereunder to  its
     parent  company and/or to any affiliate  of  such  Bank
     which  is at least 50% owned by such Bank or its parent
     company.

           (b)  Assignments.  Each Bank may assign all or  a
     portion   of  its  rights  and  obligations   hereunder
     pursuant  to  an assignment agreement substantially  in
     the  form  of Schedule 10.03(b) to one or more Eligible
     Assignees, provided that any such assignment  shall  be
     in  a  minimum aggregate amount of $10,000,000  of  the
     Commitments  and  in integral multiples  of  $1,000,000
     above  such amount, that each such assignment shall  be
     of  a  constant not varying, percentage of all  of  the
     assigning  Bank's  rights and  obligations  under  this
     Credit  Agreement.  Any assignment hereunder  shall  be
     effective upon delivery to the Administrative Agent  of
     written  notice  of  the  assignment  together  with  a
     transfer  fee  of $1,500 payable to the  Administrative
     Agent  for  its own account.  The assigning  Bank  will
     give prompt notice to the Administrative Agent and  the
     Borrower   of   any   such   assignment.    Upon    the
     effectiveness of any such assignment (and after  notice
     to the Borrower as provided herein), the assignee shall
     become  a  "Bank"  for  all  purposes  of  this  Credit
     Agreement  and the other Credit Documents and,  to  the
     extent of such assignment, the assigning Bank shall  be
     relieved of its obligations hereunder to the extent  of
     the  Loans  and  Commitment components being  assigned.
     Along  such lines the Borrower agrees that upon  notice
     of any such assignment and surrender of the appropriate
     Note  or  Notes,  it  will  promptly  provide  to   the
     assigning  Bank and to the assignee separate promissory
     notes  in  the  amount  of their  respective  interests
     substantially  in  the form of the original  Note  (but
     with  notation thereon that it is given in substitution
     for  and  replacement  of  the  original  Note  or  any
     replacement notes thereof).

            (c)    Participations.   Each  Bank  may   sell,
     transfer, grant or assign participations in all or  any
     part   of   such   Bank's  interests  and   obligations
     hereunder;  provided that (i) such selling  Bank  shall
     remain  a  "Bank"  for all purposes under  this  Credit
     Agreement  (such selling Bank's obligations  under  the
     Credit   Documents   remaining   unchanged)   and   the
     participant shall not constitute a Bank hereunder, (ii)
     no  such participant shall have, or be granted,  rights
     to  approve  any amendment or waiver relating  to  this
     Credit  Agreement or the other Credit Documents  except
     to  the  extent any such amendment or waiver would  (A)
     reduce the principal of or rate of interest on or  fees
     in  respect  of  any Loans in which the participant  is
     participating,  (B)  postpone the date  fixed  for  any
     payment  of  principal  (including  extension  of   the
     Termination   Date  or  the  date  of   any   mandatory
     prepayment), interest or fees in which the  participant
     is  participating, or (C) release all or  substantially
     all   of  the  collateral  or  guaranties  (except   as
     expressly  provided in the Credit Documents) supporting
     any   of   the  Loans  or  Commitments  in  which   the
     participant  is participating, (iii) sub-participations
     by  the  participant  (except to an  affiliate,  parent
     company  or  affiliate  of  a  parent  company  of  the
     participant)  shall be prohibited  and  (iv)  any  such
     participations  shall be in a minimum aggregate  amount
     of  $5,000,000  of  the  Commitments  and  in  integral
     multiples of $1,000,000 in excess thereof.  In the case
     of  any  such participation, the participant shall  not
     have  any  rights  under this Credit Agreement  or  the
     other   Credit  Documents  (the  participant's   rights
     against   the   selling  Bank  in   respect   of   such
     participation   to   be  those   set   forth   in   the
     participation  agreement with such Bank  creating  such
     participation) and all amounts payable by the  Borrower
     hereunder shall be determined as if such Bank  had  not
     sold  such participation, provided, however, that  such
     participant  shall  be entitled to  receive  additional
     amounts under Sections 2.13, 2.14, 2.15 and 2.16 on the
     same basis as if it were a Bank.


     10.04  No Waiver; Remedies Cumulative.

      No failure or delay on the part of the Administrative Agent
or any Bank in exercising any right, power or privilege hereunder
or  under  any  other Credit Document and no  course  of  dealing
between  the  Borrower  or any Guarantor and  the  Administrative
Agent  or  any Bank shall operate as a waiver thereof; nor  shall
any  single or partial exercise of any right, power or  privilege
hereunder  or under any other Credit Document preclude any  other
or  further exercise thereof or the exercise of any other  right,
power  or  privilege  hereunder or thereunder.   The  rights  and
remedies provided herein are cumulative and not exclusive of  any
rights  or  remedies which the Administrative Agent or  any  Bank
would otherwise have.  No notice to or demand on the Borrower  in
any case shall entitle the Borrower or any Guarantor to any other
or  further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the Administrative Agent  or
the  Banks  to  any other or further action in any  circumstances
without notice or demand.

     
     10.05  Payment of Expenses, etc.

      The  Borrower  agrees to:  (i) pay all  reasonable  out-of-
pocket  costs  and  expenses  of  the  Administrative  Agent   in
connection  with  the  negotiation,  preparation,  execution  and
delivery  and  administration of this Credit  Agreement  and  the
other Credit Documents and the documents and instruments referred
to  therein  (including, without limitation, the reasonable  fees
and  expenses  of  Moore  & Van Allen,  special  counsel  to  the
Administrative  Agent)  and  any  amendment,  waiver  or  consent
relating  hereto and thereto including, but not limited  to,  any
such amendments, waivers or consents resulting from or related to
any  work-out,  renegotiation  or  restructure  relating  to  the
performance  by the Borrower under this Credit Agreement  and  of
the  Administrative  Agent  and  the  Banks  in  connection  with
enforcement  of  the  Credit  Documents  and  the  documents  and
instruments  referred to therein (including, without  limitation,
in  connection with any such enforcement, the reasonable fees and
disbursements of counsel for the Administrative Agent and each of
the Banks); (ii) pay and hold each of the Banks harmless from and
against  any  and all present and future stamp and other  similar
taxes with respect to the foregoing matters and save each of  the
Banks  harmless  from  and against any and all  liabilities  with
respect to or resulting from any delay or omission (other than to
the  extent  attributable to such Bank) to pay  such  taxes;  and
(iii)  indemnify  each Bank, its officers, directors,  employees,
representatives  and agents from and hold each of  them  harmless
against  any  and  all losses, liabilities,  claims,  damages  or
expenses  incurred by any of them as a result of, or arising  out
of, or in any way related to, or by reason of, any investigation,
litigation  or  other proceeding (whether or not any  Bank  is  a
party thereto) related to the entering into and/or performance of
any  Credit  Document  or  the  use  of  proceeds  of  any  Loans
(including   other  extensions  of  credit)  hereunder   or   the
consummation of any other transactions contemplated in any Credit
Document, including, without limitation, the reasonable fees  and
disbursements  of counsel incurred in connection  with  any  such
investigation, litigation or other proceeding (but excluding  any
such  losses,  liabilities, claims, damages or  expenses  to  the
extent   incurred  by  reason  of  gross  negligence  or  willful
misconduct on the part of the Person to be indemnified).


     10.06  Amendments, Waivers and Consents.

     Neither this Credit Agreement  nor any other Credit Document
nor  any  of the terms hereof or thereof may be amended, changed,
waived,  discharged or terminated unless such amendment,  change,
waiver,  discharge  or termination is in writing  signed  by  the
Required Banks, provided that no such amendment, change,  waiver,
discharge or termination shall, without the consent of each Bank,
(i) extend the scheduled maturities (including the final maturity
and  any  mandatory  prepayments) of any  Loan,  or  any  portion
thereof,  or  reduce the rate or extend the time  of  payment  of
interest (other than as a result of waiving the applicability  of
any  post-default  increase in interest rates)  thereon  or  fees
hereunder or reduce the principal amount thereof, or increase the
Commitments  of the Banks over the amount thereof in  effect  (it
being understood and agreed that a waiver of any Default or Event
of  Default  shall not constitute a change in the  terms  of  any
Commitment of any Bank) or issue or extend Letters of  Credit  in
contravention  of  the  provisions  of  Section  2.07   requiring
unanimous  consent, (ii) release any Guarantor from its  guaranty
obligations  hereunder,,  (iii)  amend,  modify  or   waive   any
provision  of  this  Section or Section 2.13, 2.14,  2.15,  2.16,
2.20,  8.01(a), 9.07, 10.02 and 10.03 (iv) reduce any  percentage
specified  in,  or otherwise modify, the definition  of  Required
Banks  or  (v)  consent  to the assignment  or  transfer  by  the
Borrower  (or  Guarantor) of any of its  rights  and  obligations
under (or in respect of) this Credit Agreement.  No provision  of
Section   9   may   be  amended  without  the  consent   of   the
Administrative Agents.

     10.07  Counterparts.

      This  Credit  Agreement may be executed in  any  number  of
counterparts, each of which where so executed and delivered shall
be  an  original, but all of which shall constitute one  and  the
same  instrument.  It shall not be necessary in making  proof  of
this  Credit  Agreement to produce or account for more  than  one
such counterpart.

     10.08  Headings.

      The  headings  of the sections and subsections  hereof  are
provided for convenience only and shall not in any way affect the
meaning   or  construction  of  any  provision  of  this   Credit
Agreement.

     10.09  Survival of Indemnification.

       All  indemnities  set  forth  herein,  including,  without
limitation,  in  Sections 2.13, 2.15 or 10.05 shall  survive  the
execution  and delivery of this Credit Agreement, and the  making
of  the  Loans, the repayment of the Loans and other  obligations
and the termination of the Commitment hereunder.

     10.10  Governing Law; Submission to Jurisdiction; Venue.

           (a)   THIS  CREDIT  AGREEMENT  AND  THE  OTHER  CREDIT
     DOCUMENTS  AND  THE RIGHTS AND OBLIGATIONS  OF  THE  PARTIES
     HEREUNDER  AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED
     AND   INTERPRETED  IN  ACCORDANCE  WITH  THE  LAWS  OF   THE
     COMMONWEALTH  OF VIRGINIA.  Any legal action  or  proceeding
     with  respect  to this Credit Agreement or any other  Credit
     Document may be brought in the courts of the Commonwealth of
     Virginia  in  the City of Richmond, or of the United  States
     for  the Eastern District of Virginia, and, by execution and
     delivery  of  this  Credit Agreement,  each  of  the  Credit
     Parties hereby irrevocably accepts for itself and in respect
     of   its   property,  generally  and  unconditionally,   the
     jurisdiction  of  such courts.  Each of the  Credit  Parties
     further  irrevocably consents to the service of process  out
     of  any  of the aforementioned courts in any such action  or
     proceeding by the mailing of copies thereof by registered or
     certified  mail, postage prepaid, to it at the  address  set
     out  notices  pursuant  to Section 10.01,  such  service  to
     become effective 30 days after such mailing.  Nothing herein
     shall affect the right of the Agent to serve process in  any
     other   manner  permitted  by  law  or  to  commence   legal
     proceedings or to otherwise proceed against the Borrower  in
     any other jurisdiction.

           (b)   Each  of  the Credit Parties hereby  irrevocably
     waives  any objection which it may now or hereafter have  to
     the  laying  of  venue  of any of the aforesaid  actions  or
     proceedings arising out of or in connection with this Credit
     Agreement or any other Credit Document brought in the courts
     referred  to  in  subsection (a) hereof and  hereby  further
     irrevocably waives and agrees not to plead or claim  in  any
     such court that any such action or proceeding brought in any
     such court has been brought in an inconvenient forum.

           
           (c)  EACH OF THE AGENTS, EACH OF THE BANKS AND EACH OF
     THE  CREDIT PARTIES HEREBY IRREVOCABLY WAIVES ALL  RIGHT  TO
     TRIAL  BY  JURY  IN ANY ACTION, PROCEEDING  OR  COUNTERCLAIM
     ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY  OF
     THE  OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
     HEREBY.

     10.11  Severability.

      If  any  provision  of  any  of  the  Credit  Documents  is
determined   to  be  illegal,  invalid  or  unenforceable,   such
provision  shall be fully severable and the remaining  provisions
shall  remain  in  full force and effect and shall  be  construed
without  giving effect  to the illegal, invalid or  unenforceable
provisions.

     10.12  Entirety.

      This  Credit  Agreement  together  with  the  other  Credit
Documents  represent the entire agreement of the  parties  hereto
and   thereto,   and   supersede   all   prior   agreements   and
understandings, oral or written, if any, including any commitment
letters or correspondence relating to the Credit Documents or the
transactions contemplated herein and therein.

     10.13  Survival of Representations and Warranties.

      All  representatives and warranties made  by  the  Borrower
herein shall survive delivery of the Notes and the making of  the
Loans hereunder.

          [Remainder of Page Intentionally Left Blank]
      
      
        IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart  of  this Credit Agreement to be  duly  executed  and
delivered as of the date first above written.

BORROWER:
                              TULTEX CORPORATION,
                              a Virginia corporation


                              By______________________________________


                              Title_____________________________________

GUARANTORS:

                              DOMINION STORES, INC.,
                              a Virginia corporation


                              By______________________________________


                              Title_____________________________________

                              LOGOATHLETIC, INC.,
                              a Virginia corporation


                              By______________________________________


                              Title_____________________________________

                              LOGOATHLETIC HEADWEAR, INC.,
                              a Massachusetts corporation


                              By______________________________________


                              Title_____________________________________

                              CALIFORNIA SHIRT SALES, INC.


                              By______________________________________


                              Title_____________________________________


                                               
                                               
                                               
                                               
                                               
                                               
                                               
                                               
                                               Signature Pages to
                              Tultex Corporation Credit Agreement
BANKS:
                         NATIONSBANK, N.A.,
                         individually in its capacity as a
                         Bank and in its capacity as Co-Agent and
                         Administrative Agent

                         By
                         Title
                         
                         CORESTATES BANK, N.A.,
                         individually in its capacity as a Bank
                         and in its capacity as a Co-Agent

                         By
                         Title

                         FIRST UNION NATIONAL
                         BANK  OF VIRGINIA, individually  in  its
                         capacity  as a Bank and in its  capacity
                         as a Co-Agent

                         By
                         Title

                         SIGNET BANK

                         By
                         Title

                                               Signature Pages to
                              Tultex Corporation Credit Agreement

                         BANK OF TOKYO - MITSUBISHI TRUST COMPANY

                         By
                         Title

                         THE FIRST NATIONAL BANK OF CHICAGO

                         By
                         Title

                         PNC BANK, NATIONAL ASSOCIATION

                         By
                         Title

                         MORGAN GUARANTY TRUST COMPANY OF
                           NEW YORK

                         By
                         Title


<TABLE>
<CAPTION>
                              
                              Schedule 2.01(a)
                           Schedule of Banks and 
                                Commitment

                      Address                                         Revolving    Trade LOC       Standby LOC        
                      for Funding            Address for              Committed    Committed       Committed                        
Bank                  and Payments           Other Notices            Amount       Amount          Amount         Percent
----                  ------------           -------------            ---------    ---------       -----------    -------           
<S>                   <C>                    <C>                      <C>          <C>             <C>            <C>
NationsBank, N.A.     NationsBank, N.A.      NationsBank, N.A.        $37,000,000  $13,850,267.38  $1,978,609.26  19.786096%
101 N. Tryon St.      NationsBank Corporate
Independence Center   Center, 8th Floor
NC1-001-15-04         NC1-007-08-11
Charlotte, NC 28255   100 N. Tryon St.
Attn: Margaret Lydon  Charlotte, NC 28255
Phone: (704)386-9371  Attn: E. Phifer Helms
Fax:   (704)386-9973  Phone: (704)386-5358
                      Fax: (704)386-1270
CoreStates Bank, N.A.                        CoreStates Bank, N.A.     $35,000,000   $13,101,604.28  $1,871,657.75  18.716578%
                                             1345 Chestnut Street
                                             FC1-1-2-25
                                             Phil., PA 19101-7618
                                             Attn: James P. Richards
                                             Phone: (215)973-7397
                                             Fax: (215)973-6745
                            
          Signet Bank                        Signet Bank               $15,000,000   $5,614,973.26   $802,139.04    8.021390%
                                             800 East Main Street
                                             Upper Mezzanine
                                             Richmond, VA 23219
                                             Attn: William D. Garrison
                                             Phone: (804)771-7395
                                             Fax: (804)771-7151
            
            First Union National             First Union National Bank $30,000,000   $11,229,946.53  $1,604.278.08  16.042781%
            Bank of Virginia                 of Virginia
                                             201 South Jefferson Street
                                             Roanoke, VA 24011
                                             Attn:  Grayson Goldsmith
                                             Phone:  (540)563-6135
                                             Fax:    (540)561-5262
            
            The First National Bank          The First National Bank   $25,000,000     $9,358,288.77 $1,336,898.40  13.368984%
            of Chicago                       of Chicago
                                             One First National Plaza
                                             Suite 0167 
                                             Chicago, IL 60670
                                             Attn: Courtenay Wood
                                             Phone:  (312)732-1563
                                             Fax:   (312)732-5435
            
            Bank of Toyko -                  Bank of Tokyo -           $15,000,000   $5,614,973.26   $802,139.04    8.021390%
            Mitsubishi Trust                 Mitsubishi Trust 
                                             Company
                                             1251 Avenue of the Americas
                                             New York, NY 10020-1104
                                             Attn:  Rolando Uy
                                             Phone:  (212)413-8570
                                             Fax:  (212)766-3127
            
            PNC Bank, N.A.                   PNC Bank, N.A.            $15,000,000   $5,614,973.26   $802,139.04    8.021390%
                                             1600 Market Street
                                             Philadelphia, PA  19103
                                             Attn:  Gary Tyrell
                                             Phone: (215)585-5934
                                             Fax:  (215)585-5972
            
            Morgan Guaranty Trust            Morgan Guaranty Trust     $15,000,000   $5,614,973.26   $802,139.04    8.021390%
            Company of New York              Company of New York
                                             60 Wall Street, 
                                             22nd Floor
                                             New York, NY 10260
                                             Attn:  David Common
                                             Phone:  (212)648-3319
                                             Fax:  (212)648-5336
                                                                       ___________   ______________  ______________ ____________
                                                  
                                                                       $187,000,000  $70,000,000.00  $10,000,000.00 100.000000%
                                                  
</TABLE>
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        Schedule 2.02(1)

                   FORM OF NOTICE OF BORROWING

NationsBank, N.A.,                           NationsBank, N.A.,
 as Administrative Agent for                 as Swingline Lender
 the Lenders referred to below               101 N. Tryon Street
101 N. Tryon Street                          Independence Center
Independence Center                          NC1-001-15-04
NC1-001-15-04                                Charlotte, North Carolina 28255
Charlotte, North Carolina 28255              Attn:  Agency Services
Attn:  Agency Services                               Margaret Lydon
        Margaret Lydon

Ladies and Gentlemen:

        The   undersigned,   Tultex   Corporation   (the   "Borrower"),   refers
to   the   Credit  Agreement  dated  as  of  May  15,  1997  (as   it   may   be
amended,   modified,   extended   or   restated   from   time   to   time,   the
"Credit   Agreement"),   among   the  Borrower,   the   other   Credit   Parties
party   thereto,   the   Banks  party  thereto,  and   NationsBank,   N.A.,   as
Administrative    Agent.     Capitalized   terms    used    herein    and    not
otherwise   defined   herein   shall  have  the  meanings   assigned   to   such
terms   in   the   Credit   Agreement.    The   Borrower   hereby   gives    you
notice   that   it   requests  a  Committed  Revolving   Loan   advance   or   a
Swingline   Loan   advance   pursuant  to  the  provisions   of   Section   2.07
or    2.08    of    the    Credit   Agreement,   as    appropriate,    and    in
connection    herewith   sets   forth   below   the   terms   on   which    such
advance is requested to be made:

(A)  Type of Loan Advance Requested (Check One)
     _______  Committed Revolving Loan
     _______  Swingline Loan

(B)  Date of Borrowing
     (which is a Business Day)     _______________________

(C)  Principal Amount of
     Borrowing1               _______________________

(D)  Interest rate basis2          _______________________

(E)  Interest Period and the
     last day thereof3        _______________________

       Upon   acceptance  of  any  or  all  of  the  Loans  made  by  the  Banks
in   response   to  this  request,  the  Borrower  shall  be  deemed   to   have
represented     and    warranted    that    the    conditions     to     lending
specified   in   Section   2.09(b)   of   the   Credit   Agreement   have   been
satisfied.

                              Very truly yours,

                              TULTEX CORPORATION


                              By:
                              Title:
                        
                              Schedule 2.02(2)
                                
                        FORM OF NOTICE OF CONVERSION


NationsBank, N.A.,
  as Administrative Agent for
  the Lenders referred to below
101 N. Tryon Street
Independence Center
NC1-001-15-04
Charlotte, North Carolina  28255
Attention:  Agency Services
            Margaret Lydon

Ladies and Gentlemen:

        The   undersigned,   Tultex   Corporation   (the   "Borrower"),   refers
to   the   Credit  Agreement  dated  as  of  May  15,  1997  (as   it   may   be
amended,   modified,   extended   or   restated   from   time   to   time,   the
"Credit   Agreement"),   among   the  Borrower,   the   other   Credit   Parties
party   thereto,   the   Banks  party  thereto,  and   NationsBank,   N.A.,   as
Administrative    Agent.     Capitalized   terms    used    herein    and    not
otherwise   defined   herein   shall  have  the  meanings   assigned   to   such
terms   in   the   Credit   Agreement.    The   Borrower   hereby   gives    you
notice   pursuant   to   Section  2.03  of  the   Credit   Agreement   that   it
requests   an   extension   or   conversion  of  a  Committed   Revolving   Loan
outstanding    under   the   Credit   Agreement,   and   in   that    connection
sets   forth   below   the   terms  on  which  such  extension   or   conversion
is requested to be made:

(A)  Date of Extension or Conversion
     (which is the last day of the _______________________
     the applicable Interest Period)

(B)  Principal Amount of
     Extension or Conversion4 _______________________

(C)  Interest rate basis5          _______________________

(D)  Interest Period and the
     last day thereof6        _______________________
       
       Upon   acceptance  of  extension  or  conversion  of  any   or   all   of
the   Loans   made   by   the   Banks  in  response   to   this   request,   the
Borrower   shall   be   deemed   to   have  represented   and   warranted   that
the    conditions   to   lending   specified   in   Section   2.09(b)   of   the
Credit Agreement have been satisfied.

                              Very truly yours,

                              TULTEX CORPORATION


                              By:
                              Title:

                          Schedule 2.06
                           
                FORM OF COMMITTED REVOLVING NOTE

$____________________                        May 15, 1997


          FOR VALUE RECEIVED, TULTEX CORPORATION, a Virginia
corporation (the "Borrower"), hereby promises to pay to the order
of __________________________ (the "Bank"), at the office of
NationsBank, N.A., as Administrative Agent (the "Administrative
Agent"), at 101 N. Tryon Street, Independence Center, NC1-001-15-
04, Charlotte, North Carolina  28255 (or at such other place or
places as the holder hereof may designate), at the times set
forth in the Credit Agreement dated as of the date hereof among
the Borrower, certain other Credit Parties party thereto, the
Administrative Agent, the Bank and certain other lenders (as it
may be amended, modified, extended or restated from time to time,
the "Credit Agreement"; all capitalized terms not otherwise
defined herein shall have the meanings set forth in the Credit
Agreement), but in no event later than the Termination Date, in
Dollars and in immediately available funds, the principal amount
of ________________________ ($____________) or, if less than such
principal amount, the aggregate unpaid principal amount of all
Committed Revolving Loans made by the Bank to the Borrower
pursuant to the Credit Agreement, and to pay interest from the
date hereof on the unpaid principal amount hereof, in like money,
at said office, on the dates and at the rates selected in
accordance with Section 2.05 of the Credit Agreement.

     Upon the occurrence and during the continuance of an Event
of Default the balance outstanding hereunder shall bear interest
as provided in Section 2.05 of the Credit Agreement.  Further, in
the event the payment of all sums due hereunder is accelerated
under the terms of the Credit Agreement, this Note, and all other
indebtedness of the Borrower to the Bank shall become immediately
due and payable, without presentment, demand, protest or notice
of any kind, all of which are hereby waived by the Borrower.

     In the event this Note is not paid when due at any stated or
accelerated  maturity, the Borrower agrees to pay, in addition to
the principal and interest, all costs of collection, including
reasonable attorneys' fees.

     All borrowings evidenced by this Note and all payments and
prepayments of the principal hereof and interest hereon and the
respective dates thereof shall be endorsed by the holder hereof
on Schedule A attached hereto and incorporated herein by
reference, or on a continuation thereof which shall be attached
hereto and made a part hereof; provided, however, that any
failure to endorse such information on such schedule or
continuation thereof shall not in any manner affect the
obligation of the Borrower to make payments of principal and
interest in accordance with the terms of this Note.
     
     IN WITNESS WHEREOF, the Borrower has caused this Note to be
duly executed by its duly authorized officer as of the day and
year first above written.

                                   TULTEX CORPORATION

                                   By

                                   Title


                        SCHEDULE A TO THE
                    COMMITTED REVOLVING NOTE
                      OF TULTEX CORPORATION
                       DATED MAY 15, 1997

                                                         Unpaid       Name of
         Type                                            Principal    Person
         of      Interest           Payments             Balance      Making
Date     Loan    Period       Principal    Interest      of Note      Notation
----     ----    --------     --------     --------      ---------   ---------

                             

                             Schedule 2.07(c)

                        EXISTING LETTERS OF CREDIT
                        

                             Schedule 2.08(d)
                                
                          FORM OF SWINGLINE NOTE
     
     $10,000,000                                     May 15, 1997
     
     
               FOR VALUE RECEIVED, TULTEX CORPORATION, a Virginia
     corporation  (the  "Borrower"), hereby promises  to  pay  to
     NATIONSBANK,  N.A. (the "Swingline Lender"), its  successors
     and  registered assigns, at the office of NationsBank, N.A.,
     as Administrative Agent (the "Administrative Agent"), at 101
     N.   Tryon   Street,  Independence  Center,   NC1-001-15-04,
     Charlotte, North Carolina 28255 (or at such other  place  or
     places as the holder hereof may designate), at the times set
     forth  in  the Credit Agreement dated as of the date  hereof
     among  the  Borrower,  certain other  Credit  Parties  party
     thereto, the Administrative Agent, the Swingline Lender  and
     certain  other  lenders  (as it may  be  amended,  modified,
     extended  or  restated  from  time  to  time,  the   "Credit
     Agreement";  all  capitalized terms  not  otherwise  defined
     herein  shall  have  the meanings set forth  in  the  Credit
     Agreement), but in no event later than the Termination Date,
     in Dollars and in immediately available funds, the principal
     amount of TEN MILLION DOLLARS ($10,000,000) or, if less than
     such principal amount, the aggregate unpaid principal amount
     of  all Swingline Loans made by the Swingline Lender to  the
     Borrower  pursuant  to  the Credit  Agreement,  and  to  pay
     interest from the date hereof on the unpaid principal amount
     hereof, in like money, at said office, on the dates  and  at
     the rates selected in accordance with Section 2.08(c) of the
     Credit Agreement.
     
           From  and  after any failure to make  any  payment  of
     principal  or interest in respect of any of the  Loans  when
     due,  whether  at scheduled or accelerated  maturity  or  on
     account  of any mandatory prepayment, the principal of  and,
     to  the  extent permitted by law, interest on, the Swingline
     Loans  evidenced hereby, shall bear interest as provided  in
     Section  2.07(c) of the Credit Agreement.  Further,  in  the
     event  the  payment of all sums due hereunder is accelerated
     under the terms of the Credit Agreement, this Note, and  all
     other  indebtedness of the Borrower to the Swingline  Lender
     shall   become   immediately  due   and   payable,   without
     presentment,  demand, protest or notice of any kind  (except
     as expressly provided in the Credit Agreement), all of which
     are hereby waived by the Borrower.
     
           In  the  event this Note is not paid when due  at  any
     stated or accelerated  maturity, the Borrower agrees to pay,
     in  addition  to the principal and interest,  all  costs  of
     collection, including reasonable attorneys' fees.
     
           All borrowings evidenced by this Note and all payments
     and  prepayments of the principal hereof and interest hereon
     and  the respective dates thereof shall be endorsed  by  the
     holder hereof on Schedule A attached hereto and incorporated
     herein  by  reference,  or on a continuation  thereof  which
     shall  be  attached hereto and made a part hereof; provided,
     however,  that  any failure to endorse such  information  on
     such  schedule  or  continuation thereof shall  not  in  any
     manner  affect  the  obligation  of  the  Borrower  to  make
     payments  of principal and interest in accordance  with  the
     terms of this Note.
     
      IN WITNESS WHEREOF, the Borrower has caused this Note to be
duly  executed by its duly authorized officer as of the  day  and
year first above written.

                                   TULTEX CORPORATION

                                   By

                                   Title

                        
                        SCHEDULE A TO THE
               SWINGLINE NOTE EXECUTED IN FAVOR OF
             NATIONSBANK, N.A., AS SWINGLINE LENDER
                      OF TULTEX CORPORATION
                       DATED MAY 15, 1997
                
           Person                                                     
           Making              Interest               Payments        Balance
Date       Notation   Amount   Period     Rate   Principal  Interest  of Note
----       --------   ------   --------   ----   ---------  --------  --------

                        
                        
                        Schedule 4.01(a)
     
               Form of Master Trade LOC Agreement
                          
                          
                          Schedule 5.09
                                
              Schedule of Outstanding Indebtedness
                          
                          
                          Schedule 5.10
                                
                  Schedule of Legal Proceedings
     
     
                              NONE
                          
                          
                          Schedule 5.15
                                
                    Schedule of Subsidiaries
     
                          
                          Schedule 5.18
                                
              Schedule of Environmental Exceptions
     
     
                              NONE
                        
                        
                        Schedule 6.01(d)
                                
            Form of Officer's Compliance Certificate
     
          For the fiscal quarter ended _________________, 19___.
     
           I, ______________________, chief financial officer  of
     Tultex  Corporation  (the "Borrower") hereby  certify  that,
     with  respect to that certain Credit Agreement dated  as  of
     May  15,  1997 (as it may be amended, modified, extended  or
     restated from time to time, the "Credit Agreement";  all  of
     the  defined  terms in the Credit Agreement are incorporated
     herein  by  reference) among the Borrower, the other  Credit
     Parties   party  thereto,  the  Banks  party   thereto   and
     NationsBank, N.A., as Administrative Agent:
     
               a.    Since  ___________ (the  date  of  the  last
               similar  certification, or, if none,  the  Closing
               Date)  (i) the Credit Parties have kept, observed,
               performed  and fulfilled each and every  agreement
               binding  on them contained in the Credit Documents
               in  all  material respects and (ii) no Default  or
               Event  of  Default has occurred under  the  Credit
               Agreement(7); and
     
               b.    The  representations and warranties  of  the
               Credit  Parties  set forth in  Section  5  of  the
               Credit  Agreement  are true  and  correct  in  all
               respects  on and as of the date hereof  as  though
               made  on and as of such date, except to the extent
               such   representations  and  warranties  expressly
               relate to an earlier date.
     
     Delivered  herewith are detailed calculations  demonstrating
     compliance   by  the  Credit  Parties  with  the   financial
     covenants  contained in Section 6.11 of the Credit Agreement
     as of the end of the fiscal period referred to above.
     
          This ______ day of ___________, 19__.
     
     
     [Corporate Seal]
                                                Chief Financial Officer
                                                Tultex Corporation


                       
                       Financial Covenants
                          
                          
                          Schedule 6.06
     
                      Schedule of Insurance
                          
                          
                          Schedule 6.12

                    Form of Joinder Agreement

     THIS  JOINDER  AGREEMENT  (the  "Agreement"),  dated  as  of
_____________,  19__, is by and between _____________________,  a
___________________ (the "Subsidiary"), and NATIONSBANK, N.A., in
its  capacity  as Administrative Agent under that certain  Credit
Agreement  (as it may be amended, modified, extended or  restated
from  time to time, the "Credit Agreement"), dated as of May  15,
1997, by and among Tultex Corporation (the "Borrower"), the other
Credit  Parties  party  thereto,  the  Banks  party  thereto  and
NationsBank, N.A., as Administrative Agent.  All of  the  defined
terms  in  the  Credit  Agreement  are  incorporated  herein   by
reference.

      The   Subsidiary  is  an  Additional  Credit  Party,   and,
consequently, the Credit Parties are required by Section 6.12  of
the  Credit  Agreement  to  cause  the  Subsidiary  to  become  a
"Guarantor".

    Accordingly, the Subsidiary hereby agrees as follows with the
Administrative Agent, for the benefit of the Banks:

     1.   The Subsidiary hereby acknowledges, agrees and confirms
that, by its execution of this Agreement, the Subsidiary will  be
deemed  to  be a party to the Credit Agreement and a  "Guarantor"
for  all purposes of the Credit Agreement, and shall have all  of
the  obligations of a Guarantor thereunder as if it had  executed
the  Credit Agreement.  The Subsidiary hereby ratifies, as of the
date  hereof,  and  agrees to be bound  by,  all  of  the  terms,
provisions  and  conditions contained in  the  Credit  Agreement,
including  without limitation (i) all of the representations  and
warranties of the Credit Parties set forth in Section  5  of  the
Credit  Agreement,  (ii)  all  of the  affirmative  and  negative
covenants  set forth in Sections 6 and 7 of the Credit  Agreement
and  (iii)  all  of  the undertakings and waivers  set  forth  in
Section  3  of  the  Credit  Agreement.   Without  limiting   the
generality  of  the  foregoing terms of  this  paragraph  1,  the
Subsidiary  hereby  (i) subject to the limitation  set  forth  in
Section  3.07  of  the  Credit Agreement, jointly  and  severally
together with the other Guarantors, guarantees to each Bank,  the
Administrative  Agent  and  the Issuing  Banks,  as  provided  in
Section  3  of  the  Credit Agreement,  the  prompt  payment  and
performance  of  the Credit Party Obligations in  full  when  due
(whether  at  stated  maturity, as  a  mandatory  prepayment,  by
acceleration, as a mandatory cash collateralization or otherwise)
strictly  in  accordance with the terms thereof and  (ii)  agrees
that  if  any  of the Credit Party Obligations are  not  paid  or
performed  in  full when due (whether at stated  maturity,  as  a
mandatory  prepayment,  by  acceleration,  as  a  mandatory  cash
collateralization or otherwise), the Subsidiary will, jointly and
severally  together with the other Guarantors, promptly  pay  and
perform  the  same, without any demand or notice whatsoever,  and
that  in  the case of any extension of time of payment or renewal
of any of the Credit Party Obligations, the same will be promptly
paid  in  full  when  due  (whether at extended  maturity,  as  a
mandatory  prepayment,  by  acceleration,  as  a  mandatory  cash
collateralization or otherwise) in accordance with the  terms  of
such extension or renewal.

      2.    This  Agreement  may  be  executed  in  two  or  more
counterparts, each of which shall constitute an original but  all
of which when taken together shall constitute one contract.

     IN WITNESS WHEREOF, the Subsidiary has caused this Agreement
to   be  duly  executed  by  its  authorized  officers,  and  the
Administrative  Agent, for the benefit of the Banks,  has  caused
the  same to be accepted by its authorized officer, as of the day
and year first above written.

                    [SUBSIDIARY]


                    By

                    Title

                    Acknowledged and accepted:

                    NATIONSBANK, N.A.,
                    as Administrative Agent

                    By

                    Title
                          
                          
                          
                          Schedule 7.02
                                
                   Schedule of Permitted Liens

                              NONE

                        
                        
                        Schedule 10.03(b)
                                
                Form of Assignment and Acceptance


     THIS ASSIGNMENT AND ACCEPTANCE dated as of ________, 199_ is
entered   into   between   ________________   ("Assignor")    and
____________________ ("Assignee").

    Reference is made to the Credit Agreement dated as of May 15,
1997,  as amended and modified from time to time thereafter  (the
"Credit  Agreement") among Tultex Corporation, the  other  Credit
Parties  party thereto, the Banks party thereto and  NationsBank,
N.A.,  as  Administrative Agent.  Terms  defined  in  the  Credit
Agreement are used herein with the same meanings.

     1.  The Assignor hereby sells and assigns, without recourse,
to  the  Assignee, and the Assignee hereby purchases and assumes,
without  recourse,  from  the  Assignor,  effective  as  of   the
Effective  Date  set forth below, the interests set  forth  below
(the   "Assigned   Interest")  in  the  Assignor's   rights   and
obligations  under  the  Credit  Agreement,  including,   without
limitation,  the interests set forth below in the Commitments  of
the  Assignor on the effective date of the assignment  designated
below  (the  "Effective Date") and the Committed Revolving  Loans
owing  to  the Assignor and in the LOC Obligations and  Swingline
Loans  in  which Assignor has a participation interest which  are
outstanding on the Effective Date, together with unpaid  interest
accrued  on  the assigned Loans from the Effective Date  and  the
amount,  if  any,  set forth below of the Fees accrued  from  the
Effective  Date  for the account of the Assignor.   The  Assignor
represents  and  warrants  that it owns  the  interests  assigned
hereby  free  and clear of liens, encumbrances or  other  claims.
The  Assignee  represents that it is an Eligible Assignee  within
the  meaning  of the term in the Credit Agreement.  Each  of  the
Assignor and the Assignee hereby makes and agrees to be bound  by
all  the representations, warranties and agreements set forth  in
Section  10.03(b) of the Credit Agreement, a copy  of  which  has
been  received by each such party.  From and after the  Effective
Date  (i)  the  Assignee, if it is not already a Bank  under  the
Credit  Agreement,  shall be a party  to  and  be  bound  by  the
provisions  of  the Credit Agreement and, to the  extent  of  the
interests  assigned by this Assignment and Acceptance,  have  the
rights and obligations of a Bank thereunder and (ii) the Assignor
shall, to the extent of the interests assigned by this Assignment
and  Acceptance, relinquish its rights and be released  from  its
obligations under the Credit Agreement.

     2.   This Assignment and Acceptance shall be governed by and
construed  in  accordance with the laws of  the  Commonwealth  of
Virginia.
    3.   Terms of Assignment

    (a)  Date of Assignment:

    (b)  Legal Name of Assignor:

    (c)  Legal Name of Assignee:

    (d)  Effective Date of Assignment:

    (e)  Revolving Loan Commitment
         Percentage Assigned (expressed
         as a percentage of the total
         Commitment of the Banks to
         make Committed Revolving Loans and set
         forth to at least 8 decimals)                                          

    (f)  Revolving Loan Commitment
         Percentage of Assignor after
         Assignment (set forth to at
         least 8 decimals)                                                      

    (g)  Total Committed Revolving Loans outstanding
         as of the Date of Assignment                 $ _____________

    (h)  Principal Amount of Committed Revolving
         Loans assigned on the Date of
         Assignment (the amount set forth
         in (g) multiplied by the
         percentage set forth in (e))                 $ _____________

The terms set forth above
are hereby agreed to:

____________________, as Assignor



By:

Title:


___________________, as Assignee


By:

Title:


ACCEPTED BY:

NATIONSBANK, N.A.,
as Administrative Agent

By:

Title:



TULTEX CORPORATION

By:

Title:

_______________________________
     1     In  the  case of Committed Revolving Loans,  a  minimum  of
     $5,000,000  and $1,000,000 increments in excess thereof  (or  the
     remaining Revolving Committed Amount, if less) and in the case of
     Swingline Loans, a minimum of $250,000 and $100,000 increments in
     excess  thereof (or the remaining Swingline Committed Amount,  if
     less).
     
     2     Eurodollar,  Adjusted CD and Base Rate Loans available  for
     Committed  Revolving  Loans.  Money Market and  Base  Rate  Loans
     available for Swingline Loans.
     
     3    Interest Periods of one, two, three and six months' duration
     for  Eurodollar Loans and 30, 60, 90 and 180 days'  duration  for
     Adjusted CD Loans.
     
     4     A minimum of $5,000,000 and $1,000,000 increments in excess
     thereof (or the remaining Revolving Committed Amount, if less).
     
     5    Eurodollar, Adjusted CD and Base Rate Loans available.
     
     6    Interest Periods of one, two, three and six months' duration
     for  Eurodollar Loans and 30, 60, 90 and 180 days'  duration  for
     Adjusted CD Loans.
     
     7     If  a  Default  or  Event of Default  shall  have
     occurred  during  the  applicable  period,  a  detailed
     explanation  of such Default or Event of Default  shall
     be  provided  on  a  separate  page  together  with  an
     explanation of the action taken or proposed to be taken
     by the Credit Parties with respect thereto.