<PAGE>


                                                                  Exhibit 10.12


                                CREDIT AGREEMENT

                            Dated as of June 9, 1998

                                      among

                             SCHOOL SPECIALTY, INC.
                                  as Borrower,

                      Certain Subsidiaries and Affiliates,
                                 as Guarantors,

                            THE LENDERS NAMED HEREIN

                                       AND

                               NATIONSBANK, N.A.,

                             as Administrative Agent


<PAGE>


                                TABLE OF CONTENTS

SECTION 1  DEFINITIONS ......................................................  1
         1.1  Definitions ...................................................  1
         1.2  Computation of Time Periods ................................... 24
         1.3  Accounting Terms .............................................. 24

SECTION 2  CREDIT FACILITIES ................................................ 25
         2.1  Revolving Loans ............................................... 25
         2.2  Letter of Credit Subfacility .................................. 26
         2.3  Swingline Loan Subfacility .................................... 31

SECTION 3  OTHER PROVISIONS RELATING TO CREDIT FACILITIES ................... 33
         3.1  Default Rate .................................................. 33
         3.2  Extension and Conversion ...................................... 34
         3.3  Prepayments ................................................... 34
         3.4  Termination and Reduction of Commitments ...................... 35
         3.5  Fees .......................................................... 35
         3.6  Capital Adequacy .............................................. 36
         3.7  Inability To Determine Interest Rate .......................... 36
         3.8  Illegality .................................................... 37
         3.9  Requirements of Law ........................................... 37
         3.10 Taxes ......................................................... 38
         3.11 Indemnity ..................................................... 40
         3.12 Pro Rata Treatment ............................................ 41
         3.13 Sharing of Payments ........................................... 42
         3.14 Payments, Computations, Etc. .................................. 42
         3.15 Evidence of Debt .............................................. 44
         3.16 Certain Rules Relating to the Payment of 
               Additional Amounts ........................................... 45

SECTION 4  GUARANTY ......................................................... 46
         4.1  The Guarantee ................................................. 46
         4.2  Obligations Unconditional ..................................... 46
         4.3  Reinstatement ................................................. 47
         4.4  Certain Additional Waivers .................................... 48
         4.5  Remedies ...................................................... 48
         4.6  Rights of Contribution ........................................ 48
         4.7  Continuing Guarantee .......................................... 49

SECTION 5  CONDITIONS ....................................................... 49
         5.1  Conditions to Closing ......................................... 49
         5.2  Conditions to All Extensions of Credit ........................ 51
         5.3  Conditions Subsequent to Closing .............................. 52

SECTION 6  REPRESENTATIONS AND WARRANTIES.................................... 53


                                       i

<PAGE>


         6.1  Financial Condition ........................................... 53
         6.2  No Changes or Restricted Payments ............................. 53
         6.3  Organization; Existence; Compliance with Law .................. 53
         6.4  Power; Authorization; Enforceable Obligations ................. 54
         6.5  No Legal Bar .................................................. 54
         6.6  No Material Litigation ........................................ 54
         6.7  No Default .................................................... 55
         6.8  Ownership of Property; Liens .................................. 55
         6.9  Intellectual Property ......................................... 55
         6.10 No Burdensome Restrictions .................................... 55
         6.11 Taxes ......................................................... 55
         6.12 ERISA ......................................................... 56
         6.13 Governmental Regulations, Etc. ................................ 57
         6.14 Subsidiaries .................................................. 58
         6.15 Purpose of Extensions of Credit ............................... 58
         6.16 Environmental Matters ......................................... 58

SECTION 7  AFFIRMATIVE COVENANTS ............................................ 59
         7.1  Financial Statements .......................................... 59
         7.2  Certificates; Other Information ............................... 60
         7.3  Notices ....................................................... 61
         7.4  Payment of Obligations ........................................ 63
         7.5  Conduct of Business and Maintenance of Existence .............. 63
         7.6  Maintenance of Property; Insurance ............................ 63
         7.7  Inspection of Property; Books and Records; Discussions ........ 63
         7.8  Environmental Laws ............................................ 64
         7.9  Financial Covenants ........................................... 64
         7.10 Agency Fees ................................................... 65
         7.11 Additional Guaranties and Stock Pledges ....................... 65
         7.12 Ownership of Subsidiaries ..................................... 66
         7.13 Use of Proceeds ............................................... 66

SECTION 8  NEGATIVE COVENANTS ............................................... 67
         8.1  Indebtedness .................................................. 67
         8.2  Liens ......................................................... 69
         8.3  Nature of Business ............................................ 69
         8.4  Consolidation, Merger, Sale or Purchase of Assets, Etc. ....... 69
         8.5  Advances, Investments and Loans ............................... 70
         8.6  Transactions with Affiliates .................................. 71
         8.7  Ownership of Equity Interests ................................. 71
         8.8  Fiscal Year ................................................... 71
         8.9  Prepayments of Indebtedness, Etc. ............................. 71
         8.10 Restricted Payments ........................................... 71
         8.11 No Further Negative Pledges ................................... 72


                                       ii

<PAGE>


SECTION 9  EVENTS OF DEFAULT ................................................ 72
         9.1  Events of Default ............................................. 72
         9.2  Acceleration; Remedies ........................................ 74

SECTION 10  AGENCY PROVISIONS ............................................... 75
         10.1  Appointment .................................................. 75
         10.2  Delegation of Duties ......................................... 76
         10.3  Exculpatory Provisions ....................................... 76
         10.4  Reliance on Communications ................................... 77
         10.5  Notice of Default ............................................ 77
         10.6  Non-Reliance on Administrative Agent and Other Lenders ....... 77
         10.7  Indemnification .............................................. 78
         10.8  Administrative Agent in its Individual Capacity .............. 78
         10.9  Successor Administrative Agent ............................... 79

SECTION 11  MISCELLANEOUS ................................................... 79
         11.1  Notices ...................................................... 79
         11.2  Right of Set-Off ............................................. 81
         11.3  Benefit of Agreement ......................................... 81
         11.4  No Waiver; Remedies Cumulative ............................... 84
         11.5  Payment of Expenses, Etc. .................................... 84
         11.6  Amendments, Waivers and Consents ............................. 85
         11.7  Counterparts ................................................. 86
         11.8  Headings ..................................................... 86
         11.9  Survival ..................................................... 86
         11.10 Governing Law; Submission to Jurisdiction; Venue ............. 86
         11.11 Severability ................................................. 87
         11.12 Entirety ..................................................... 87
         11.13 Binding Effect; Termination .................................. 88
         11.14 Confidentiality .............................................. 88
         11.15 Source of Funds .............................................. 89
         11.16 Conflict ..................................................... 89


                                      iii

<PAGE>


                                    SCHEDULES

Schedule 2.1(a)            Lenders and Commitments
Schedule 2.1(b)(i)         Form of Notice of Borrowing
Schedule 2.1(e)            Form of Revolving Note
Schedule 2.2(b)-1          Existing Letters of Credit
Schedule 2.2(b)-2          Form of Notice of Request for Letter of Credit
Schedule 3.2               Form of Notice of Extension/Conversion
Schedule 5.1(i)(v)         Form of Secretary's Certificate
Schedule 6.6               Description of Legal Proceedings
Schedule 6.8               Liens
Schedule 6.14              Subsidiaries
Schedule 7.2(b)            Form of Officer's Compliance Certificate
Schedule 7.11              Form of Joinder Agreement
Schedule 8.1               Indebtedness
Schedule 8.5               Existing Investments
Schedule 11.1              Lenders and Addresses
Schedule 11.3(b)           Form of Assignment and Acceptance


                                       iv

<PAGE>


                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT dated as of June 9, 1998 (the "Credit
Agreement"), is by and among SCHOOL SPECIALTY, INC., a Delaware corporation (the
"Borrower"), the subsidiaries and affiliates identified on the signature pages
hereto and such other subsidiaries and affiliates as may from time to time
become Guarantors hereunder in accordance with the provisions hereof (the
"Guarantors"), the lenders named herein and such other lenders as may become a
party hereto (the "Lenders"), and NATIONSBANK, N.A., as Administrative Agent (in
such capacity, the "Administrative Agent").

                               W I T N E S S E T H

         WHEREAS, the Borrower has requested that the Lenders provide a $250
million credit facility for the purposes hereinafter set forth;

         WHEREAS, the Lenders have agreed to make the requested credit facility
available to the Borrower 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

         1.1      Definitions.

                  As used in this Credit Agreement, the following terms shall
have the meanings specified below unless the context otherwise requires:

                  "Additional Credit Party" means each Person that becomes a
         Guarantor after the Closing Date by execution of a Joinder Agreement.

                  "Administrative Agent" shall have the meaning assigned to such
         term in the heading hereof, together with any successors or assigns.

                  "Administrative Agent Fees" shall have the meaning assigned to
         such term in Section 3.5(c).

                  "Administrative Agent's Fee Letter" means that certain letter
         agreement, dated as of April 1, 1998, between the Agent and the
         Borrower, as amended, modified, supplemented or replaced from time to
         time.


                                       1
<PAGE>


                  "Affiliate" means, with respect to any Person, any other
         Person (i) directly or indirectly controlling or controlled by or under
         direct or indirect common control with such Person or (ii) directly or
         indirectly owning or holding five percent (5%) or more of the equity
         interest in such Person. For purposes of this definition, "control"
         when used with respect to any Person means the power to direct the
         management and policies of such Person, directly or indirectly, whether
         through the ownership of voting securities, by contract or otherwise;
         and the terms "controlling" and "controlled" have meanings correlative
         to the foregoing. Notwithstanding anything to the contrary in this
         Agreement, no Affiliate of Jonathan J. Ledecky shall be deemed to be an
         Affiliate of any member of the Consolidated Group solely because of Mr.
         Ledecky's status as an officer, director or employee of a member of the
         Consolidated Group.

                  "Agency Services Address" means NationsBank, N.A.,
         NC1-001-15-04, 101 North Tryon Street, Charlotte, North Carolina 28255,
         Attn: Agency Services, or such other address as may be identified by
         written notice from the Administrative Agent to the Borrower.

                  "Aggregate Revolving Committed Amount" means the aggregate
         amount of Revolving Commitments in effect from time to time, being
         initially TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000).

                  "Applicable Percentage" means for any day, the rate per annum
         set forth below opposite the applicable Consolidated Leverage Ratio
         then in effect, it being understood that the Applicable Percentage for
         (i) Base Rate Loans shall be the percentage set forth under the column
         "Base Rate Margin", (ii) Eurodollar Loans shall be the percentage set
         forth under the column "Eurodollar Margin and Letter of Credit Fee",
         (iii) the Letter of Credit Fee shall be the percentage set forth under
         the column "Eurodollar Margin and Letter of Credit Fee" and (iv) the
         Commitment Fee shall be the percentage set forth under the column
         "Commitment Fee":

<TABLE>
<CAPTION>

                                                                                Eurodollar
                                                                                  Margin
                                Consolidated                                        and
      Pricing                     Leverage                         Base Rate     Letter of    Commitment
       Level                       Ratio                             Margin     Credit Fee       Fee
       -----                       -----                             ------     ----------       ---
<S>             <C>                                                  <C>          <C>           <C> 
         I              Less than or equal to 2.25                     0%          .625%         .20%

        II      Greater than 2.25 but less than or equal to 2.75       0%          .875%         .25%

        III     Greater than 2.75 but less than or equal to 3.25       0%         1.125%         .25%

        IV      Greater than 3.25 but less than or equal to 3.75     .125%        1.375%         .25%

         V                   Greater than 3.75                       .250%        1.625%        .325%

</TABLE>


         The Applicable Percentage shall be determined and adjusted periodically
         on the date (each a "Rate Determination Date") five (5) Business Days
         after the date by which the 


                                       2
<PAGE>


         annual and quarterly compliance certificates and related financial
         statements and information are required in accordance with the
         provisions of Sections 7.1(a) and (b) and Section 7.2(b), as
         appropriate; provided that:

                           (i) the initial Applicable Percentages shall be 1.0%
                  in the case of the Eurodollar Margin and Letter of Credit Fee,
                  0% in the case of the Base Rate Margin, and .25% in the case
                  of the Commitment Fee and shall remain in effect until the
                  earlier of (A) the date six months from the Closing Date or
                  (B) the date of any Material Acquisition; and

                           (ii) in the event an annual or quarterly compliance
                  certificate and related financial statements and information
                  are not delivered timely to the Agency Services Address by the
                  date required by Sections 7.1(a) and (b) and Section 7.2(b),
                  as appropriate, the Applicable Percentages shall be based on
                  Pricing Level V until such time as an appropriate compliance
                  certificate and related financial statements and information
                  are delivered, whereupon the applicable Pricing Level shall be
                  adjusted based on the information contained in such compliance
                  certificate and related financial statements and information.

         Each Applicable Percentage shall be effective from a Rate Determination
         Date until the next such Rate Determination Date. The Administrative
         Agent shall determine the appropriate Applicable Percentages in the
         pricing matrix promptly upon receipt of the quarterly or annual
         compliance certificate and related financial information and shall
         promptly notify the Borrower and the Lenders of any change thereof.
         Such determinations by the Administrative Agent shall be conclusive
         absent manifest error. Adjustments in the Applicable Percentages shall
         be effective as to existing Extensions of Credit as well as new
         Extensions of Credit made thereafter.

                  "Asset Disposition" means, other than a Securitization
         Transaction, (i) the sale, lease or other disposition of any property
         or asset by any member of the Consolidated Group, other than any such
         sale permitted by Sections 8.4(b) and other than to the extent
         permitted by Section 8.5, and (ii) receipt by any member of the
         Consolidated Group of any cash insurance proceeds or condemnation award
         payable by reason of theft, loss, physical destruction or damage,
         taking or similar event with respect to any of their property or
         assets.

                  "Attributed Principal Amount" means, on any day, with respect
         to any Securitization Transaction entered into by any member of the
         Consolidated Group, the aggregate amount (with respect to any such
         transaction, the "Invested Amount") paid to, or borrowed by, such
         Person as of such date under such Securitization Transaction, minus the
         aggregate amount received by the applicable Receivables Financier and
         applied to the reduction of the Invested Amount under such
         Securitization Transaction.

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


                                       3
<PAGE>


                  "Bankruptcy Event" means, with respect to any Person, the
         occurrence of any of the following with respect to such Person: (i) a
         court or governmental agency having jurisdiction in the premises shall
         enter a decree or order for relief in respect of such Person in an
         involuntary case under any applicable bankruptcy, insolvency or other
         similar law now or hereafter in effect, or appointing a receiver,
         liquidator, assignee, custodian, trustee, sequestrator (or similar
         official) of such Person or for any substantial part of its Property or
         ordering the winding up or liquidation of its affairs; or (ii) there
         shall be commenced against such Person an involuntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or any case, proceeding or other action for the appointment
         of a receiver, liquidator, assignee, custodian, trustee, sequestrator
         (or similar official) of such Person or for any substantial part of its
         Property or for the winding up or liquidation of its affairs, and such
         involuntary case or other case, proceeding or other action shall remain
         undismissed, undischarged or unbonded for a period of sixty (60)
         consecutive days; or (iii) such Person shall commence a voluntary case
         under any applicable bankruptcy, insolvency or other similar law now or
         hereafter in effect, or consent to the entry of an order for relief in
         an involuntary case under any such law, or consent to the appointment
         or taking possession by a receiver, liquidator, assignee, custodian,
         trustee, sequestrator (or similar official) of such Person or for any
         substantial part of its Property or make any general assignment for the
         benefit of creditors; or (iv) such Person shall be unable to, or shall
         admit in writing its inability to, pay its debts generally as they
         become due.

                  "Base Rate" means, for any day, the rate per annum (rounded
         upwards, if necessary, to the nearest whole multiple of 1/100 of 1%)
         equal to the greater of (a) the Federal Funds Rate in effect on such
         day plus 1/2 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 after due inquiry to ascertain the Federal Funds 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 Rate shall be effective
         on the effective date of such change in the Prime Rate or the Federal
         Funds Rate, respectively.

                  "Base Rate Loan" means any Loan bearing interest at a rate
         determined by reference to the Base Rate.

                  "Borrower" means School Specialty, Inc., a Delaware
         corporation, as referenced in the opening paragraph, its successors and
         permitted assigns.

                  "Business Day" means a day other than a Saturday, Sunday or
         other day on which commercial banks in Charlotte, North Carolina or New
         York, New York are authorized or required by law to close, except that,
         when used in connection with a Eurodollar Loan, such day shall also be
         a day on which dealings between banks are carried on in U.S. dollar
         deposits in London, England.


                                       4
<PAGE>


                  "Capital Expenditures" means, for any period, without
         duplication, all expenditures (whether paid in cash or other
         consideration) during such period that, in accordance with GAAP, are or
         should be included in additions to property, plant and equipment or
         similar items reflected in the consolidated statement of cash flows for
         such period; provided, that Capital Expenditures shall not include, for
         purposes hereof, (i) expenditures of proceeds of insurance settlements,
         condemnation awards and other settlements in respect of lost,
         destroyed, damaged or condemned assets, equipment or other property to
         the extent such expenditures are made to replace or repair such lost,
         destroyed, damaged or condemned assets, equipment or other property or
         otherwise to acquire assets or properties useful in the business of the
         members of the Consolidated Group within 12 months of receipt of such
         proceeds.

                  "Capital Lease" means, as applied to any Person, any lease of
         any Property (whether real, personal or mixed) by that Person as lessee
         which, in accordance with GAAP, is or should be accounted for as a
         capital lease on the balance sheet of that Person.

                  "Capital Lease Obligation" means the capital lease obligations
         relating to a Capital Lease determined in accordance with GAAP.

                  "Cash Equivalents" means (a) 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, (b) U.S. dollar denominated time deposits and certificates
         of deposit of (i) any Lender, or (ii) any domestic commercial bank of
         recognized standing (y) having capital and surplus in excess of
         $500,000,000 and (z) 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, (c) 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-1 (or the equivalent thereof) or better by S&P or
         P-1 (or the equivalent thereof) or better by Moody's and maturing
         within six months of the date of acquisition, (d) repurchase agreements
         entered into by a Person with a bank or trust company (including any of
         the Lenders) 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 such Person shall
         have a perfected first priority security interest (subject to no other
         Liens) and having, on the date of purchase thereof, a fair market value
         of at least 100% of the amount of the repurchase obligations, (e)
         obligations of any State of the United States or any political
         subdivision thereof, the interest with respect to which is exempt from
         federal income taxation under Section 103 of the Code, having a long
         term rating of at least AA- or Aa-3 by S&P or Moody's, respectively,
         and maturing within three years from the date of acquisition thereof,
         (f) Investments in municipal auction preferred stock (i) rated AAA (or
         the equivalent thereof) or better by S&P or Aaa (or the equivalent
         thereof) or better by Moody's and (ii) 


                                       5
<PAGE>


         with dividends that reset at least once every 365 days and (g)
         Investments, classified in accordance with GAAP as current assets, in
         money market investment programs registered under the Investment
         Company Act of 1940, as amended, which are administered by reputable
         financial institutions having capital of at least $100,000,000 and the
         portfolios of which are limited to Investments of the character
         described in the foregoing subdivisions (a) through (f).

                  "Change of Control" means the occurrence of any of the
         following events: (i) any Person or two or more Persons acting in
         concert shall have acquired beneficial ownership, directly or
         indirectly, of, or 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 or control
         over, 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, or (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 (together with any new director whose election by the
         Borrower's Board of Directors or whose nomination for election by the
         Borrower's shareholders was approved by a vote of at least a majority
         of the directors then still in office who either were directors at the
         beginning of such period or whose election or nomination for election
         was previously so approved) cease for any reason to constitute a
         majority of the directors of the Borrower then in office. As used
         herein, "beneficial ownership" shall have the meaning provided in Rule
         13d-3 of the Securities and Exchange Commission under the Securities
         Exchange Act of 1934.

                  "Closing Date" means the date hereof.

                  "Code" means the Internal Revenue Code of 1986, as amended,
         and any successor statute thereto, as interpreted by the rules and
         regulations issued thereunder, in each case as in effect from time to
         time. References to sections of the Code shall be construed also to
         refer to any successor sections.

                  "Commitment" means the Revolving Commitment, the LOC
         Commitment and the Swingline Commitment.

                  "Commitment Fee" shall have the meaning given such term in
         Section 3.5(a).

                  "Commitment Period" means the period from and including the
         Closing Date to but not including the earlier of (i) the Termination
         Date, or (ii) the date on which the Commitments terminate in accordance
         with the provisions of this Credit Agreement.

                  "Consolidated EBITDA" means for any period for the
         Consolidated Group, the sum of Consolidated Net Income plus
         Consolidated Interest Expense plus all provisions for any Federal,
         state or other domestic and foreign income taxes plus depreciation and
         amortization plus (minus) one-time non-recurring and/or restructuring
         charges deducted (added) in calculating Consolidated Net Income, in
         each case on a consolidated basis 


                                       6
<PAGE>


         determined in accordance with GAAP applied on a consistent basis, but
         excluding for purposes hereof extraordinary gains and losses and
         related tax effects thereon (to the extent such items are not taken
         into consideration for purposes of determining Consolidated Net
         Income). Except as otherwise expressly provided, the applicable period
         shall be for the four consecutive fiscal quarters ending as of the date
         of determination.

                  "Consolidated Fixed Charge Coverage Ratio" means for any
         period, the ratio of Consolidated EBITDA to Consolidated Fixed Charges.

                  "Consolidated Fixed Charges" means for any period for the
         Consolidated Group, the cash portion of Consolidated Interest Expense,
         in each case on a consolidated basis determined in accordance with GAAP
         applied on an consistent basis. Except as otherwise expressly provided,
         the applicable period shall be for the four consecutive fiscal quarters
         ending as of the date of determination.

                  "Consolidated Funded Debt" means Funded Debt of the
         Consolidated Group determined on a consolidated basis in accordance
         with GAAP applied on a consistent basis.

                  "Consolidated Group" means the Borrower and its consolidated
         subsidiaries, as determined in accordance with GAAP.

                  "Consolidated Interest Expense" means for any period for the
         Consolidated Group, all interest expense, including the amortization of
         debt discount and premium, the interest component under Capital Leases
         and the implied interest component under Securitization Transactions,
         in each case on a consolidated basis determined in accordance with GAAP
         applied on a consolidated basis. Except as expressly provided
         otherwise, the applicable period shall be for the four consecutive
         quarters ending as of the date of determination.

                  "Consolidated Leverage Ratio" means, as of the last day of any
         fiscal quarter, the ratio of Consolidated Funded Debt on such day to
         Consolidated EBITDA for the period of four consecutive fiscal quarters
         ending as of such day.

                  "Consolidated Net Income" means for any period for the
         Consolidated Group, net income on a consolidated basis determined in
         accordance with GAAP applied on a consistent basis, but excluding for
         purposes of determining the Consolidated Leverage Ratio and
         Consolidated Fixed Charge Coverage Ratio, any extraordinary gains or
         losses and related tax effects thereon. Except as expressly provided
         otherwise, the applicable period shall be for the four consecutive
         quarters ending as of the date of determination.

                  "Consolidated Net Worth" means, as for any date for the
         Consolidated Group, shareholders' equity or net worth as determined in
         accordance with GAAP.


                                       7
<PAGE>


                  "Contractual Obligation" means, as to any Person, any
         provision of any security issued by such Person or of any material
         agreement, instrument or undertaking to which such Person is a party or
         by which it or any of its property is bound.

                  "Credit Documents" means a collective reference to this Credit
         Agreement, the Notes, the LOC Documents, Security Agreement, Pledge
         Agreement, Mortgages, each Joinder Agreement, the Administrative
         Agent's Fee Letter, 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.

                  "Debt Transaction" means, with respect to any member of the
         Consolidated Group, any sale, issuance or placement of Funded Debt,
         whether or not evidenced by promissory note or other written evidence
         of indebtedness, other than under the Credit Documents.

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

                  "Defaulting Lender" means, at any time, any Lender that, at
         such time, (i) has failed to make an Extension of Credit required
         pursuant to the terms of this Credit Agreement, (ii) has failed to pay
         to the Administrative Agent or any Lender an amount owed by such Lender
         pursuant to the terms of the Credit Agreement or any other of the
         Credit Documents, or (iii) has been deemed insolvent or has become
         subject to a bankruptcy or insolvency proceeding or to a receiver,
         trustee or similar proceeding.

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

                  "Domestic Credit Party" means any Credit Party which is
         incorporated or organized under the laws of any State of the United
         States or the District of Columbia.

                  "Domestic Subsidiary" means any Subsidiary which is
         incorporated or organized under the laws of any State of the United
         States or the District of Columbia.

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


                                       8
<PAGE>


                  "Equity Transaction" means, with respect to any member of the
         Consolidated Group, any issuance of shares of its capital stock or
         other equity interest, other than an issuance (i) to a member of the
         Consolidated Group, (ii) in connection with a conversion of debt
         securities to equity, (iii) in connection with exercise by a present or
         former employee, officer or director under a stock incentive plan,
         stock option plan or other equity-based compensation plan or
         arrangement or (iv) in connection with the Spin-Off Transactions.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended, and any successor statute thereto, as interpreted by
         the rules and regulations thereunder, all as the same may be in effect
         from time to time. References to sections of ERISA shall be construed
         also to refer to any successor sections.

                  "ERISA Affiliate" means an entity which is under common
         control with any Credit Party within the meaning of Section 4001(a)(14)
         of ERISA, or is a member of a group which includes the Borrower and
         which is treated as a single employer under Sections 414(b) or (c) of
         the Code.

                  "ERISA Event" means (i) with respect to any Plan, the
         occurrence of a Reportable Event or the substantial cessation of
         operations (within the meaning of Section 4062(e) of ERISA); (ii) the
         withdrawal by the Borrower, any Subsidiary of the Borrower or any ERISA
         Affiliate from a Multiple Employer Plan during a plan year in which it
         was a substantial employer (as such term is defined in Section 4001 of
         ERISA), or the termination of a Multiple Employer Plan; (iii) the
         distribution of a notice of intent to terminate or the actual
         termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA;
         (iv) the institution of proceedings to terminate or the actual
         termination of a Plan by the PBGC under Section 4042 of ERISA; (v) any
         event or condition which could reasonably be expected to constitute
         grounds under Section 4042 of ERISA for the termination of, or the
         appointment of a trustee to administer, any Plan; (vi) the complete or
         partial withdrawal of the Borrower, any Subsidiary of the Borrower or
         any ERISA Affiliate from a Multiemployer Plan; (vii) the conditions for
         imposition of a lien under Section 302(f) of ERISA exist with respect
         to any Plan; or (vii) the adoption of an amendment to any Plan
         requiring the provision of security to such Plan pursuant to Section
         307 of ERISA.

                  "Eurodollar Loan" means any Loan bearing interest at a rate
         determined by reference to the Eurodollar Rate.

                  "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
         determined pursuant to the following formula:

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


                                       9
<PAGE>


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

                  "Event of Default" means such term as defined in Section 9.1.

                  "Existing Letters of Credit" means those Letters of Credit
         outstanding on the Closing Date and identified on Schedule 2.2(b)-1.

                  "Extension of Credit" means, as to any Lender, the making of,
         or participation in, a Loan by such Lender or the issuance or extension
         of, or participation in, a Letter of Credit.

                  "Fees" means all fees payable pursuant to Section 3.5.

                  "Federal Funds Rate" means, for any day, the rate of interest
         per annum (rounded upwards, if necessary, to the nearest whole multiple
         of 1/100 of 1%) equal to the weighted average of the rates on overnight
         Federal funds transactions with members of the Federal Reserve System
         arranged by Federal funds brokers on such day, as published by the
         Federal Reserve Bank of New York on the Business Day next succeeding
         such day, provided that (A) if such day is not a Business Day, the
         Federal Funds Rate for such day shall be such rate on such transactions
         on the next preceding Business Day and (B) if no such rate is so
         published on such next preceding Business Day, the Federal Funds Rate
         for such day shall be the average rate quoted to the Administrative
         Agent on such day on such transactions as determined by the
         Administrative Agent.

                  "Foreign Credit Party" means a Credit Party which is not a
         Domestic Credit Party.

                  "Foreign Subsidiary" means a Subsidiary which is not a
         Domestic Subsidiary.

                  "Funded Debt" means, with respect to any Person, without
         duplication, (i) all Indebtedness of such Person for borrowed money,
         (ii) all obligations of such Person evidenced by bonds, debentures,
         notes or similar instruments, or upon which interest payments are
         customarily made, (iii) all purchase money Indebtedness (including for


                                       10
<PAGE>


         purposes hereof, indebtedness and obligations described in clauses
         (iii) and (iv) of the definition of "Indebtedness") of such Person,
         including without limitation the principal portion of all obligations
         of such Person under Capital Leases, (iv) all Support Obligations of
         such Person with respect to Funded Indebtedness of another Person, (v)
         the maximum available amount of all standby letters of credit or
         acceptances issued or created for the account of such Person, (vi) all
         Funded Debt of another Person secured by a Lien on any Property of such
         Person, whether or not such Funded Indebtedness has been assumed,
         provided that for purposes hereof the amount of such Funded Debt shall
         be limited to the greater of (A) the amount of such Funded Debt as to
         which there is recourse to such Person and (B) the fair market value of
         the property which is subject to the Lien (but not greater than the
         amount of Funded Debt secured thereby), (vii) the outstanding
         Attributed Principal Amount under any Securitization Transaction, and
         (viii) the principal balance outstanding under any synthetic lease, tax
         retention operating lease, off-balance sheet loan or similar
         off-balance sheet financing product to which such Person is a party,
         where such transaction is considered borrowed money indebtedness for
         tax purposes but is classified as an operating lease in accordance with
         GAAP (but specifically excluding, for purposes of this subsection
         (viii), leases which are treated as operating leases both for purposes
         of GAAP and for tax purposes). The Funded Debt of any Person shall
         include the Funded Debt of any partnership or joint venture in which
         such Person is a general partner or joint venturer, but only to the
         extent to which there is recourse to such Person for the payment of
         such Funded Debt.

                  "GAAP" means generally accepted accounting principles in the
         United States applied on a consistent basis and subject to the terms of
         Section 1.3 hereof.

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

                  "Guarantor" means each of those other Persons identified as a
         "Guarantor" on the signature pages hereto, and each other Person which
         may hereafter become a Guarantor by execution of a Joinder Agreement,
         together with their successors and permitted assigns.

                  "Guaranteed Obligations" means, as to each Guarantor, without
         duplication, (i) all obligations of the Borrower (including interest
         accruing after a Bankruptcy Event, regardless of whether such interest
         is allowed as a claim under the Bankruptcy Code) to the Lenders and the
         Administrative Agent, whenever arising, under this Credit Agreement,
         the Notes or the Credit Documents, and (ii) all liabilities and
         obligations, whenever arising, owing from the Borrower to any Lender,
         or any Affiliate of a Lender, arising under any Hedging Agreement
         relating to Obligations hereunder.

                  "Hedging Agreements" means any interest rate protection
         agreement or foreign currency exchange agreement between the Borrower
         and any Lender, or any Affiliate of a Lender.


                                       11
<PAGE>


                  "Indebtedness" of any Person means, without duplication, (i)
         all obligations of such Person for borrowed money, (ii) all obligations
         of such Person evidenced by bonds, debentures, notes or similar
         instruments, or upon which interest payments are customarily made,
         (iii) all obligations of such Person under conditional sale or other
         title retention agreements relating to Property purchased by such
         Person (other than customary reservations or retentions of title under
         agreements with suppliers entered into in the ordinary course of
         business), (iv) all obligations of such Person issued or assumed as the
         deferred purchase price of Property or services purchased by such
         Person (other than trade debt incurred in the ordinary course of
         business and due within twelve months of the incurrence thereof) which
         would appear as liabilities on a balance sheet of such Person, (v) all
         obligations of such Person under take-or-pay or similar arrangements or
         under commodities agreements, (vi) all Indebtedness of others secured
         by (or for which the holder of such Indebtedness has an existing right,
         contingent or otherwise, to be secured by) any Lien on, or payable out
         of the proceeds of production from, Property owned or acquired by such
         Person, whether or not the obligations secured thereby have been
         assumed, provided that for purposes hereof the amount of such
         Indebtedness shall be limited to the greater of (A) the amount of such
         Indebtedness as to which there is recourse to such Person and (B) the
         fair market value of the property which is subject to the Lien (but not
         greater than the amount of Indebtedness secured thereby), (vii) all
         Support Obligations of such Person, (viii) the principal portion of all
         obligations of such Person under Capital Leases, (ix) all obligations
         of such Person in respect of interest rate protection agreements,
         foreign currency exchange agreements, commodity purchase or option
         agreements or other interest or exchange rate or commodity price
         hedging agreements (including, but not limited to, the Hedging
         Agreements), (x) the maximum amount of all standby letters of credit
         issued or bankers' acceptances facilities created for the account of
         such Person and, without duplication, all drafts drawn thereunder (to
         the extent unreimbursed), (xi) all preferred stock issued by such
         Person and required by the terms thereof to be redeemed, or for which
         mandatory sinking fund payments are due, by a fixed date, (xii) the
         outstanding Attributed Principal Amount under any Securitization
         Transaction and (xiii) the principal balance outstanding under any
         synthetic lease, tax retention operating lease, off-balance sheet loan
         or similar off-balance sheet financing product to which such Person is
         a party, where such transaction is considered borrowed money
         indebtedness for tax purposes but is classified as an operating lease
         in accordance with GAAP (but specifically excluding, for purposes of
         this subsection (xiii), leases which are treated as operating leases
         both for purposes of GAAP and for tax purposes). The Indebtedness of
         any Person shall include the Indebtedness of any partnership or joint
         venture in which such Person is a general partner or a joint venturer,
         but only to the extent to which there is recourse to such Person for
         payment of such Indebtedness.

                  "Interbank Offered 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
         (rounded upwards, if necessary, to the nearest whole multiple of 1/100
         of 1%) equal to the rate of interest, determined by the Administrative
         Agent on the basis of the offered rates for deposits in dollars for a
         period of time corresponding to such Interest Period (and commencing on
         the first day of such Interest Period), appearing on 


                                       12
<PAGE>


         Telerate Page 3750 (or, if, for any reason, Telerate Page 3750 is not
         available, the Reuters Screen LIBO Page) as of approximately 11:00 A.M.
         (London time) two (2) Business Days before the first day of such
         Interest Period. As used herein, "Telerate Page 3750" means the display
         designated as page 3750 by Dow Jones Markets, Inc. (or such other page
         as may replace such page on that service for the purpose of displaying
         the British Bankers Association London interbank offered rates) and
         "Reuters Screen LIBO Page" means the display designated as page "LIBO"
         on the Reuters Monitor Money Rates Service (or such other page as may
         replace the LIBO page on that service for the purpose of displaying
         London interbank offered rates of major banks).

                  "Interest Payment Date" means (i) as to any Base Rate Loan,
         the last day of each March, June, September and December, the date of
         repayment of principal of such Loan and the Termination Date and (ii)
         as to any Eurodollar Loan and Swingline Loan, the last day of each
         Interest Period for such Loan, the date of repayment of principal of
         such Loan and on the Termination Date, and in addition where the
         applicable Interest Period is more than three months, then also on the
         date three months from the beginning of the Interest Period, and each
         three months 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.

                  "Interest Period" means (i) as to any Eurodollar Loan, 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), and (ii) as to any Swingline
         Loan, a period of such duration, not to exceed 30 days, as the Borrower
         may request and the Swingline Lender may agree in accordance with the
         provisions of Section 2.3(b)(i), commencing in each case, on the date
         of borrowing; 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,
         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.

                  "Invested Amount" shall have the meaning given such term in
         the definition of Attributed Principal Amount.

                  "Investment", in any Person, means any loan or advance to such
         Person, any purchase or other acquisition of any capital stock,
         warrants, rights, options, obligations or other securities of, or
         equity interest in, such Person, any capital contribution to such
         Person or any other investment in such Person, including, without
         limitation, any Support Obligation incurred for the benefit of such
         Person.


                                       13
<PAGE>


                  "IPO" means the completion of the initial public offering of
         common stock, par value $.001 per share, of the Borrower.

                  "Issuing Lender" means, initially, NationsBank and, hereafter,
         any Lender which the Borrower may request and such Lender may agree.

                  "Issuing Lender Fees" shall have the meaning assigned to such
         term in Section 3.5(b)(ii).

                  "Joinder Agreement" means a Joinder Agreement substantially in
         the form of Schedule 7.11 hereto, executed and delivered by an
         Additional Credit Party in accordance with the provisions of Section
         7.11.

                  "Knowledge" of any Person means the actual knowledge of the
         Responsible Officers of such Person and the knowledge they would
         acquire through the exercise of reasonable diligence in the ordinary
         course of duties.

                  "Lenders" means each of the Persons identified as a "Lender"
         on the signature pages hereto, and their successors and assigns.

                  "Letter of Credit" means the Existing Letters of Credit and
         any letter of credit issued by the Issuing Lender for the account of
         the Borrower in accordance with the terms of Section 2.2.

                  "Letter of Credit Fee" shall have the meaning given such term
         in Section 3.5(b)(i).

                  "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" or "Loans" means the Revolving Loans and/or Swingline
         Loans.

                  "LOC Commitment" means the commitment of the Issuing Lender to
         issue, and to honor payment obligations under, Letters of Credit
         hereunder and with respect to each Lender, the commitment of each
         Lender to purchase participation interests in the Letters of Credit up
         to such Lender's LOC Committed Amount as specified in Schedule 2.1(a),
         as such amount may be reduced from time to time in accordance with the
         provisions hereof.

                  "LOC Committed Amount" means, collectively, the aggregate
         amount of all of the LOC Commitments of the Lenders to issue and
         participate in Letters of Credit as 


                                       14
<PAGE>


         referenced in Section 2.2(a) and, individually, the amount of each
         Lender's LOC Commitment as specified in Schedule 2.1(a).

                  "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.

                  "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 Letters of Credit then outstanding,
         assuming compliance with all requirements for drawings referred to in
         such Letters of Credit plus (ii) the aggregate amount of all drawings
         under Letters of Credit honored by the Issuing Lender but not
         theretofore reimbursed.

                  "Material Acquisition" means any acquisition the Borrower
         consummates with an acquisition value of $50,000,000 or greater.

                  "Material Adverse Effect" means a material adverse effect on
         (i) the condition (financial or otherwise), operations, business,
         assets, liabilities or prospects of the Consolidated Group taken as a
         whole, (ii) the ability of the Credit Parties taken as a whole to
         perform any material obligation under the Credit Documents to which it
         is a party or (iii) the rights and remedies of the Lenders under the
         Credit Documents.

                  "Materials of Environmental Concern" means any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Laws,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation.

                  "Moody's" means Moody's Investors Service, Inc., or any
         successor or assignee of the business of such company in the business
         of rating securities.

                  "Mortgages" means those mortgages, deeds of trust, security
         deeds or like instruments given to the Administrative Agent for the
         benefit of the Lenders to secure the Obligations hereunder, as amended
         and modified.

                  "Mortgaged Property" means the property which is the subject
         of a Mortgage as referenced therein.

                  "Multiemployer Plan" means a Plan which is a multiemployer
         plan as defined in Sections 3(37) or 4001(a)(3) of ERISA.


                                       15
<PAGE>


                  "Multiple Employer Plan" means a Plan of which the Borrower,
         any Subsidiary of the Borrower or any ERISA Affiliate and at least one
         employer other than the Borrower, any Subsidiary of the Borrower or any
         ERISA Affiliate are contributing sponsors.

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

                  "Net Proceeds" means gross cash proceeds (including any cash
         received by way of deferred payment pursuant to a promissory note,
         receivable or otherwise, but only as and when received) received in
         connection with an Asset Disposition, Equity Transaction, Debt
         Transaction or Securitization Transaction (relating, in the case of a
         Securitization Transaction, to the Attributed Principal Amount
         thereof), net of (i) reasonable transaction costs, including in the
         case of an Equity Transaction or a Debt Transaction, underwriting
         discounts and commissions and in the case of an Asset Disposition
         occurring in connection with a claim under an insurance policy, costs
         incurred in connection with adjustment and settlement of the claim,
         (ii) estimated taxes payable in connection therewith, and (iii) in the
         case of an Asset Disposition, Debt Transaction or Securitization
         Transaction, any amounts payable in respect of Funded Debt, including
         without limitation principal, interest, premiums and penalties, which
         is secured by, or otherwise related to, any property or asset which is
         the subject thereof to the extent that such Funded Debt and any
         payments in respect thereof are paid with a portion of the proceeds
         therefrom.

                  "Non-Excluded Taxes" means such term as is defined in
         Section 3.10.

                  "Note" or "Notes" means any Revolving Note.

                  "Notice of Borrowing" means a written notice of borrowing
         in substantially the form of Schedule 2.1(b)(i), as required by
         Section 2.1(b)(i).

                  "Notice of Extension/Conversion" means the written notice of
         extension or conversion in substantially the form of Schedule 3.2, as
         required by Section 3.2.

                  "Obligations" means, collectively, the Revolving Loans,
         Swingline Loans and the LOC Obligations.

                  "Operating Lease" means, as applied to any Person, any lease
         (including, without limitation, leases which may be terminated by the
         lessee at any time) of any Property (whether real, personal or mixed)
         which is not a Capital Lease other than any such lease in which that
         Person is the lessor.

                  "Participation Interest" means the purchase by a Lender of a
         participation in LOC Obligations as provided in Section 2.2(c), in
         Swingline Loans as provided in Section 2.3(b)(iii) and in Loans as
         provided in Section 3.13.


                                       16
<PAGE>


                  "PBGC" means the Pension Benefit Guaranty Corporation
         established pursuant to Subtitle A of Title IV of ERISA and any
         successor thereof.

                  "Permitted Investments" means Investments which are either (i)
         cash and Cash Equivalents; (ii) accounts receivable created, acquired
         or made in the ordinary course of business and payable or dischargeable
         in accordance with customary trade terms; (iii) Investments consisting
         of stock, obligations, securities or other property received in
         settlement of accounts receivable (created in the ordinary course of
         business) from bankrupt obligors; (iv) Investments existing as of the
         Closing Date and set forth in Schedule 8.5, (v) Support Obligations
         permitted by Section 8.1; (vi) acquisitions permitted by Section
         8.4(c); (vii) transactions permitted by Section 8.6, (viii) loans to
         employees, directors or officers in connection with the award of
         convertible bonds or stock under a stock incentive plan, stock option
         plan or other equity-based compensation plan or arrangement in the
         aggregate not to exceed $5,000,000 (calculated on the exercise price
         for any such shares) in the aggregate at any time outstanding; (ix)
         other advances or loans to employees, directors, officers or agents not
         to exceed $2,000,000 in the aggregate at any time outstanding; (x)
         advances or loans to customers or suppliers that do not exceed
         $5,000,000 in the aggregate at any one time outstanding, (xi)
         Investments by a member of the Consolidated Group or an Affiliate of a
         member of the Consolidated Group in connection with a Permitted
         Securitization Transaction, (xii) Investments by members of the
         Consolidated Group in their Subsidiaries and Affiliates existing on the
         Closing Date, (xiii) Investments by one Credit Party in and to another
         Credit Party which is, at the time such Investment is made, not subject
         to a Bankruptcy Event, and (xiv) other loans, advances and investments
         of a nature not contemplated in the foregoing subsections in an amount
         not to exceed $5,000,000 in the aggregate at any time outstanding.

                  "Permitted Liens" means:

                                    (i) Liens in favor of the Administrative 
                  Agent on behalf of the Lenders;

                                    (ii) Liens in favor of a Lender or an
                  Affiliate of a Lender pursuant to a Hedging Agreement
                  permitted hereunder, but only (A) to the extent such Liens
                  secure obligations under such agreements permitted under
                  Section 8.1, (B) to the extent such Liens are on the same
                  collateral as to which the Lenders also have a Lien and (C) if
                  such provider and the Lender shall share pari passu in the
                  collateral subject to such Liens;

                                    (iii) Liens (other than Liens created or
                  imposed under ERISA) for taxes, assessments or governmental
                  charges or levies not yet due or Liens for taxes being
                  contested in good faith by appropriate proceedings for which
                  adequate reserves determined in accordance with GAAP have been
                  established (and as to which the Property subject to any such
                  Lien is not yet subject to foreclosure, sale or loss on
                  account thereof);


                                       17
<PAGE>


                                    (iv) Liens of landlords or of mortgagees of
                  landlords arising by operation of law or pursuant to the terms
                  of real property laws and Liens of carriers, warehousemen,
                  mechanics, materialmen and suppliers and other Liens imposed
                  by law or pursuant to customary reservations or retentions of
                  title arising in the ordinary course of business, provided
                  that such Liens secure only amounts not yet due and payable
                  or, if due and payable, are unfiled and no other action has
                  been taken to enforce the same, or are being contested in good
                  faith by appropriate proceedings for which adequate reserves
                  determined in accordance with GAAP have been established (and
                  as to which the Property subject to any such Lien is not yet
                  subject to foreclosure, sale or loss on account thereof);

                                    (v) Liens (other than Liens created or
                  imposed under ERISA) incurred or deposits made by the Borrower
                  and its Subsidiaries in the ordinary course of business in
                  connection with workers' compensation, unemployment insurance
                  and other types of social security, or to secure the
                  performance of tenders, statutory obligations, bids, leases,
                  government contracts, performance and return-of-money bonds
                  and other similar obligations (exclusive of obligations for
                  the payment of borrowed money);

                                    (vi) Liens in connection with attachments or
                  judgments (including judgment or appeal bonds) provided that
                  the judgments secured shall, within 30 days after the entry
                  thereof, have been bonded, discharged or execution thereof
                  stayed pending appeal, or shall have been discharged within 30
                  days after the expiration of any such stay;

                                    (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 the encumbered Property for its intended purposes;

                                    (viii) Liens securing purchase money and
                  sale/leaseback Indebtedness (including Capital Leases) to the
                  extent permitted under Section 8.1(c), provided that any such
                  Lien attaches only to the Property financed or leased and such
                  Lien attaches thereto concurrently with or within 90 days
                  after the acquisition thereof in connection with the purchase
                  money transactions and within 30 days after the closing of any
                  sale/leaseback transaction;

                                    (ix) leases or subleases granted to others
                  not interfering in any material respect with the business of
                  any member of the Consolidated Group;

                                    (x) any interest of title of a lessor under,
                  and Liens arising from UCC financing statements (or equivalent
                  filings, registrations or agreements in foreign jurisdictions)
                  relating to, leases permitted by this Credit Agreement;


                                       18
<PAGE>


                                    (xi) Liens in favor of customs and revenue
                  authorities arising as a matter of law to secure payment of
                  customs duties in connection with the importation of goods;

                                    (xii) Liens created or deemed to exist in
                  connection with a Permitted Securitization Transaction
                  (including any related filings of any financing statements),
                  but only to the extent that any such Lien relates to the
                  applicable receivables and related property actually sold,
                  contributed or otherwise conveyed pursuant to such
                  transaction;

                                    (xiii) Liens deemed to exist in connection
                  with Investments in repurchase agreements permitted under
                  Section 8.5;

                                    (xiv) normal and customary rights of setoff
                  upon deposits of cash in favor of banks or other depository
                  institutions;

                                    (xv) Liens existing as of the Closing Date
                  and set forth on Schedule 6.8; provided that (a) no such Lien
                  shall at any time be extended to or cover any Property other
                  than the Property subject thereto on the Closing Date or
                  replacement property and (b) the principal amount of the
                  Indebtedness secured by such Liens shall not be increased;

                                    (xvi) mortgage liens on real property of a
                  Person that becomes a Subsidiary or is merged into the
                  Borrower or a Subsidiary after the Closing Date securing
                  Indebtedness permitted by subsection 8.1(h); provided that (A)
                  such mortgage Liens existed at the time such Person became a
                  Subsidiary or was merged into the Borrower or a Subsidiary and
                  were not created in anticipation thereof, (B) no such mortgage
                  Lien is spread to cover any other property or asses after the
                  time such Person becomes a Subsidiary or is merged into the
                  Borrower or a Subsidiary and (C) such mortgage Liens are
                  released or otherwise satisfied by the end of the Acquired
                  Mortgaged Property Disposition Period provided in Section
                  7.15; and

                                    (xvii) Additional Liens not otherwise
                  permitted by the preceding clauses that secure obligations not
                  to exceed $5,000,000 in the aggregate at any time outstanding.

                  "Permitted Securitization Transaction" means any
         Securitization Transaction; provided that (i) the Administrative Agent
         and the Required Lenders shall be reasonably satisfied with the
         structure and documentation for any such transaction and that the terms
         of such transaction entered into after the Closing Date, including the
         discount applicable to the Receivables which are subject of such
         financing and any termination events, shall be (in the good faith
         understanding of the Administrative Agent and the Required Lenders)
         consistent with those prevailing in the market at the time of
         commitment thereto for similar transactions involving a receivables
         originator/servicer of similar credit quality 


                                       19
<PAGE>


         and a receivables pool or other similar characteristics and (ii) the
         documentation for such transaction shall not be amended or modified in
         a way which is materially detrimental to the Lenders without the prior
         written approval of the Administrative Agent and the Required Lenders.

                  "Person" means any individual, partnership, joint venture,
         firm, corporation, limited liability company, association, trust or
         other enterprise (whether or not incorporated) or any Governmental
         Authority.

                  "Plan" means any employee benefit plan (as defined in Section
         3(3) of ERISA) which is covered by ERISA and with respect to which the
         Borrower, any Subsidiary of the Borrower or any ERISA Affiliate is (or,
         if such plan were terminated at such time, would under Section 4069 of
         ERISA be deemed to be) an "employer" within the meaning of Section 3(5)
         of ERISA.

                  "Pledge Agreement" means the Pledge Agreement dated as of the
         Closing Date given by the Borrower and the other pledgors identified
         therein to NationsBank, N.A., as Administrative Agent, to secure the
         obligations hereunder, as amended and modified.

                  "Prime Rate" means 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, with each change
         in the Prime Rate being effective on the date such change is publicly
         announced as effective (it being understood and agreed that the Prime
         Rate is a reference rate used by NationsBank in determining interest
         rates on certain loans and is not intended to be the lowest rate of
         interest charged on any extension of credit by NationsBank to any
         debtor).

                  "Pro Forma Basis" means, with respect to any transaction, that
         such transaction shall be deemed to have occurred as of the first day
         of the four fiscal-quarter period ending as of the most recent fiscal
         quarter end preceding the date of such transaction with respect to
         which the Administrative Agent and the Lenders have received the
         officer's certificate in accordance with the provisions of Section
         7.2(b). As used herein, "Transaction" means (i) any corporate merger or
         consolidation as referred to in Section 8.4(a), (ii) any sale or other
         disposition of assets as referred to in Section 8.4(b), (iii) any
         acquisition of capital stock or securities or any purchase, lease or
         other acquisition of property as referred to in Section 8.4(c) or (iv)
         the making of any Restricted Payment as referred to in Section 8.10.

                  "Property" means any interest in any kind of property or
         asset, whether real, personal or mixed, or tangible or intangible.

                  "Receivables" means any right of payment from or on behalf of
         any obligor, whether constituting an account, chattel paper,
         instrument, general intangible or otherwise, arising from the sale or
         financing by a member of the Consolidated Group of merchandise or
         services, and monies due thereunder, security in the merchandise and
         services financed thereby, records related thereto, and the right to
         payment of any interest 


                                       20
<PAGE>


         or finance charges and other obligations with respect thereto, proceeds
         from claims on insurance policies related thereto, any other proceeds
         related thereto, and any other related rights.

                  "Receivables Financier" means, in connection with a
         Securitization Transaction, the Person which provides financing for
         such transaction whether by purchase, loan or otherwise in respect of
         Receivables.

                  "Register" shall have the meaning given such term in
         Section 11.3(c).

                  "Regulation T, U, or X" means Regulation T, U or X,
         respectively, 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.

                  "Release" means any spilling, leaking, pumping, pouring,
         emitting, emptying, discharging, injecting, escaping, leaching, dumping
         or disposing into the environment (including the abandonment or
         discarding of barrels, containers and other closed receptacles
         containing any Materials of Environmental Concern).

                  "Reportable Event" means any of the events set forth in
         Section 4043(c) of ERISA, other than those events as to which the
         notice requirement has been waived by regulation.

                  "Required Lenders" means, at any time, Lenders having more
         than fifty percent (50%) of the Commitments, or if the Commitments have
         been terminated, Lenders having more than fifty percent (50%) of the
         aggregate principal amount of the Obligations outstanding (taking into
         account in each case Participation Interests or obligation to
         participate therein); provided that the Commitments of, and outstanding
         principal amount of Obligations (taking into account Participation
         Interests therein) owing to, a Defaulting Lender shall be excluded for
         purposes hereof in making a determination of Required Lenders.

                  "Requirement of Law" means, as to any Person, the certificate
         of incorporation and by-laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case applicable to or binding upon such Person or
         any of its material property is subject.

                  "Responsible Officer" means the President, Chief Executive
         Officer, the Chief Financial Officer and the Controller.

                  "Restricted Payment" means (i) any dividend or other
         distribution, direct or indirect, on account of any shares of any class
         of stock now or hereafter outstanding, except (A) a dividend payable
         solely in shares of that class to the holders of that class and (B)
         dividends and other distributions payable to a Credit Party, (ii) any
         redemption, retirement, sinking fund or similar payment, purchase or
         other acquisition for value, direct or indirect, of any 


                                       21
<PAGE>


         shares of any class of stock now or hereafter outstanding and (iii) any
         payment made to retire, or to obtain the surrender of, any outstanding
         warrants, options or other rights to acquire shares of any class of
         stock now or hereafter outstanding.

                  "Revolving Commitment" means, with respect to each Lender, the
         commitment of such Lender to make Revolving Loans in an aggregate
         principal amount at any time outstanding of up to such Lender's
         Revolving Committed Amount.

                  "Revolving Commitment Percentage" means, for each Lender, a
         fraction (expressed as a decimal) the numerator of which is the
         Revolving Committed Amount of such Lender at such time and the
         denominator of which is the Aggregate Revolving Committed Amount at
         such time. The initial Revolving Commitment Percentages are set out on
         Schedule 2.1(a).

                  "Revolving Committed Amount" means, collectively, the
         aggregate amount of all of the Revolving Commitments and, individually,
         the amount of each Lender's Revolving Commitment as specified in
         Schedule 2.1(a), as such amounts may be reduced from time to time in
         accordance with the provisions hereof.

                  "Revolving Loans" shall have the meaning assigned to such term
         in Section 2.1(a).

                  "Revolving Note" or "Revolving Notes" means the promissory
         notes of the Borrower in favor of each of the Lenders evidencing the
         Revolving Loans and Swingline Loans in substantially the form attached
         as Schedule 2.1(e), individually or collectively, as appropriate, as
         such promissory notes may be amended, modified, supplemented, extended,
         renewed or replaced from time to time.

                  "S&P" means Standard & Poor's Ratings Group, a division of
         McGraw Hill, Inc., or any successor or assignee of the business of such
         division in the business of rating securities.

                  "Securitization Transaction" means any financing transaction
         or series of financing transactions that have been or may be entered
         into by a member of the Consolidated Group pursuant to which such
         member of the Consolidated Group may sell, convey or otherwise transfer
         to (i) a Subsidiary or affiliate (a "Securitization Subsidiary"), or
         (ii) any other Person, or may grant a security interest in, any
         Receivables or interests therein secured by merchandise or services
         financed thereby (whether such Receivables are then existing or arising
         in the future) of such member of the Consolidated Group, and any assets
         related thereto, including without limitation, all security interests
         in merchandise or services financed thereby, the proceeds of such
         Receivables, and other assets which are customarily sold or in respect
         of which security interests are customarily granted in connection with
         securitization transactions involving such assets.


                                       22
<PAGE>


                  "Security Agreement" means the Security Agreement dated as of
         the Closing Date given by the Borrower and the other grantors
         identified therein to NationsBank, N.A., as Administrative Agent, to
         secure the obligations hereunder, as amended and modified.

                  "Single Employer Plan" means any Plan which is covered by
         Title IV of ERISA, but which is not a Multiemployer Plan or a Multiple
         Employer Plan.

                  "Spin-Off Transactions" shall have the meaning given to such
         term in Section 5.1(b).

                  "Subordinated Debt" means any Indebtedness of a member of the
         Consolidated Group which by its terms is expressly subordinated in
         right of payment to the prior payment of the obligations under the
         Credit Agreement and the other Credit Documents on terms and conditions
         satisfactory to the Required Lenders.

                  "Subsidiary" means, as to any Person, (a) 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 (b) any
         partnership, association, joint venture or other entity in which such
         Person directly or indirectly through Subsidiaries has more than 50% of
         the voting interests at any time. Unless otherwise identified,
         "Subsidiary" or "Subsidiaries" shall mean Subsidiaries of the Borrower.

                  "Support Obligations" means, with respect to any Person,
         without duplication, any obligations of such Person (other than
         endorsements in the ordinary course of business of negotiable
         instruments for deposit or collection) guaranteeing or intended to
         guarantee any Indebtedness 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 any
         Property constituting security therefor, (ii) to advance or provide
         funds or other support for the payment or purchase of any such
         Indebtedness 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) for the benefit of any holder of
         Indebtedness of such other Person, (iii) to lease or purchase Property,
         securities or services primarily for the purpose of assuring the holder
         of such Indebtedness, or (iv) to otherwise assure or hold harmless the
         holder of such Indebtedness against loss in respect thereof. Subject to
         any limits set forth in the agreements evidencing such Support
         Obligations, the amount of any Support Obligation shall be deemed to be
         an amount equal to the outstanding principal amount (or maximum
         principal amount, if larger) of the Indebtedness in respect of which
         such Support Obligation is made.

                  "Swingline Commitment" means the commitment of the Swingline
         Lender to make Swingline Loans in an aggregate principal amount at any
         time outstanding up to the 


                                       23
<PAGE>


         Swingline Committed Amount and the commitment of the Lenders to
         purchase participation interests in the Swingline Loans up to their
         respective Revolving Commitment Percentage as provided in Section
         2.3(b)(iii), as such amounts may be reduced from time to time in
         accordance with the provisions hereof.

                  "Swingline Committed Amount" means the amount of the Swingline
         Lender's Commitment as specified in Section 2.3(a).

                  "Swingline Lender" means NationsBank and its successors.

                  "Swingline Loan" means a swingline revolving loan made by the
         Swingline Lender pursuant to the provisions of Section 2.3.

                  "Termination Date" means June __, 2003 (being five years from
         the Closing Date), or if extended with the written consent of each of
         the Lenders, such later date as to which the Termination Date may be
         extended.

                  "Voting Stock" means, with respect to any Person, capital
         stock or other equity or ownership interest issued by such Person the
         holders of which are ordinarily, in the absence of contingencies,
         entitled to vote for the election of directors (or persons performing
         similar functions) of such Person, even though the right so to vote has
         been suspended by the happening of such a contingency.

         1.2      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."

         1.3      Accounting Terms.

                  Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to the
Lenders hereunder shall be prepared, in accordance with GAAP applied on a
consistent basis. All calculations made for the purposes of determining
compliance with this Credit Agreement shall (except as otherwise expressly
provided herein) be made by application of GAAP applied on a basis consistent
with the most recent annual or quarterly financial statements delivered pursuant
to Section 7.1 hereof (or, prior to the delivery of the first financial
statements pursuant to Section 7.1 hereof, consistent with the annual unaudited
financial statements referenced in Section 6.1(i) hereof); provided, however, if
(a) the Borrower shall object to determining such compliance on such basis at
the time of delivery of such financial statements due to any change in GAAP or
the rules promulgated with respect thereto or (b) the Administrative Agent or
the Required Lenders shall so object in writing within 30 days after delivery of
such financial statements, then such calculations shall be made on a basis
consistent with the most recent financial statements delivered by the Borrower
to the Lenders as to which no such objection shall have been made.


                                       24
<PAGE>


         It is further acknowledged and agreed that, except as expressly
provided otherwise, for purposes of determining the Applicable Percentage and
compliance with the financial covenants in Section 7.11 (and compliance
therewith on a Pro Forma Basis), in the case of acquisitions and dispositions
which have occurred during the applicable period to the extent permitted
hereunder, adjustments shall be made to take into account historical performance
relating thereto during such applicable period prior to the date of such
acquisition or disposition, and the effect of any Indebtedness paid with
proceeds from a disposition whether or not such adjustments are consistent with
GAAP.

                                    SECTION 2

                                CREDIT FACILITIES

         2.1      Revolving Loans.

         (a) Revolving Commitment. During the Commitment Period, subject to the
terms and conditions hereof, each Lender severally agrees to make revolving
credit loans (the "Revolving Loans") to the Borrower from time to time in the
amount of such Lender's Revolving Commitment Percentage of such Revolving Loans
for the purposes hereinafter set forth; provided that (i) with regard to the
Lenders collectively, the aggregate principal amount of Obligations outstanding
at any time shall not exceed the Aggregate Revolving Committed Amount and (ii)
with regard to each Lender individually, such Lender's Revolving Commitment
Percentage of Obligations outstanding at any time shall not exceed such Lender's
Revolving Committed Amount. Revolving Loans may consist of Base Rate Loans or
Eurodollar Loans, or a combination thereof, as the Borrower may request, and may
be repaid and reborrowed in accordance with the provisions hereof.

         (b) Revolving Loan Borrowings.

                  (i) Notice of Borrowing. The Borrower shall request a
         Revolving Loan borrowing by written notice (or telephone notice
         promptly confirmed in writing) to the Administrative Agent not later
         than 11:00 A.M. (Charlotte, North Carolina time) on the Business Day
         prior to the date of the requested borrowing in the case of Base Rate
         Loans, and on the third Business Day prior to the date of the requested
         borrowing in the case of Eurodollar Loans. Each such request for
         borrowing shall be irrevocable and shall specify (A) that a Revolving
         Loan is requested, (B) the date of the requested borrowing (which shall
         be a Business Day), (C) the aggregate principal amount to be borrowed,
         and (D) whether the borrowing shall be comprised of Base Rate Loans,
         Eurodollar Loans or a combination thereof, and if Eurodollar Loans are
         requested, the Interest Period(s) therefor. If the Borrower shall fail
         to specify in any such Notice of Borrowing (I) an applicable Interest
         Period in the case of a Eurodollar Loan, then such notice shall be
         deemed to be a request for an Interest Period of one month, or (II) the
         type of Revolving Loan requested, then such notice shall be deemed to
         be a request for a Base Rate Loan hereunder. The Administrative Agent
         shall give notice to each Lender promptly upon receipt of each Notice


                                       25
<PAGE>


         of Borrowing pursuant to this Section 2.1(b)(i), the contents thereof
         and each such Lender's share of any borrowing to be made pursuant
         thereto.

                  (ii) Minimum Amounts. Each Revolving Loan shall be in a
         minimum aggregate principal amount of $5,000,000, in the case of
         Eurodollar Loans, or $500,000 (or the remaining Revolving Committed
         Amount, if less), in the case of Base Rate Loans, and integral
         multiples of $500,000 in excess thereof.

                  (iii) Advances. Each Lender will make its Revolving Commitment
         Percentage of each Revolving Loan borrowing available to the
         Administrative Agent for the account of the Borrower, or in such other
         manner as the Administrative Agent may specify in writing, by 1:00 P.M.
         (Charlotte, North Carolina time) on the date specified in the
         applicable Notice of Borrowing in Dollars and in funds immediately
         available to the Administrative Agent. Such borrowing will then be made
         available to the Borrower by the Administrative Agent by crediting the
         account of the Borrower on the books of such office with the aggregate
         of the amounts made available to the Administrative Agent by the
         Lenders and in like funds as received by the Administrative Agent.

         (c) Repayment. The principal amount of all Revolving Loans shall be due
and payable in full on the Termination Date.

         (d) Interest.  Subject to the provisions of Section 3.1,

                  (i) Base Rate Loans. During such periods as Revolving Loans
         shall be comprised in whole or in part of Base Rate Loans, such Base
         Rate Loans shall bear interest at a per annum rate equal to the Base
         Rate plus the Applicable Percentage;

                  (ii) Eurodollar Loans. During such periods as Revolving Loans
         shall be comprised in whole or in part of Eurodollar Loans, such
         Eurodollar Loans shall bear interest at a per annum rate equal to the
         Eurodollar Rate plus the Applicable Percentage.

Interest on Revolving Loans shall be payable in arrears on each applicable
Interest Payment Date (or at such other times as may be specified herein).

         (e) Revolving Notes. The Revolving Loans shall be evidenced by a duly
executed Revolving Note in favor of each Lender.

         (f) Maximum Number of Eurodollar Loans. The Borrower will be limited to
a maximum number of ten (10) Eurodollar Loans outstanding at any time. For
purposes hereof, Eurodollar Loans with separate or different Interest Periods
will be considered as separate Eurodollar Loans even if their Interest Periods
expire on the same date.

         2.2      Letter of Credit Subfacility.


                                       26
<PAGE>


         (a) Issuance. During the Commitment Period, subject to the terms and
conditions hereof and of the LOC Documents, if any, and such other terms and
conditions which the Issuing Lender may reasonably require, the Issuing Lender
shall issue, and the Lenders shall participate in, such Letters of Credit as the
Borrower may request for its own account or for the account of any Subsidiary as
provided herein, in a form acceptable to the Issuing Lender, for the purposes
hereinafter set forth; provided that (i) the aggregate amount of LOC Obligations
shall not exceed FIVE MILLION DOLLARS ($5,000,000) at any time (the "LOC
Committed Amount"), (ii) with regard to the Lenders collectively, the aggregate
principal amount of Obligations outstanding at any time shall not exceed the
Aggregate Revolving Committed Amount and (iii) with regard to each Lender
individually, such Lender's Revolving Commitment Percentage of Obligations
outstanding at any time shall not exceed such Lender's Revolving Committed
Amount. Letters of Credit issued hereunder shall not have an original expiry
date more than one year from the date of issuance or extension, nor an expiry
date, whether as originally issued or by extension, extending beyond the
Termination Date. Each Letter of Credit shall comply with the related LOC
Documents. The issuance date of each Letter of Credit shall be a Business Day.

         (b) Notice and Reports. Except for those Letters of Credit described on
Schedule 2.2(b)-1 which shall be issued on the Closing Date, the request for the
issuance of a Letter of Credit shall be submitted by the Borrower to the Issuing
Lender at least three (3) Business Days prior to the requested date of issuance
(or such shorter period as may be agreed by the Issuing Lender). A form of
Notice of Request for Letter of Credit is attached as Schedule 2.2(b)-2. The
Issuing Lender will provide to the Administrative Agent at least monthly, and
more frequently upon request, a detailed summary report on its Letters of Credit
and the activity thereon, in form and substance acceptable to the Administrative
Agent. In addition, the Issuing Lender will provide to the Administrative Agent
for dissemination to the Lenders at least quarterly, and more frequently upon
request, a detailed summary report on its Letters of Credit and the activity
thereon, including, among other things, the Credit Party for whose account the
Letter of Credit is issued, the beneficiary, the face amount, and the expiry
date. The Issuing Lender will provide copies of the Letters of Credit to the
Administrative Agent and the Lenders promptly upon request.

         (c) Participation. Each Lender, with respect to the Existing Letters of
Credit, hereby purchases a participation interest in such Existing Letters of
Credit, and with respect to Letters of Credit issued after the Closing Date,
upon issuance of a Letter of Credit, shall be deemed to have purchased without
recourse a risk participation from the applicable Issuing Lender in such Letter
of Credit and the obligations arising thereunder, in each case in an amount
equal to its pro rata share of the obligations under such Letter of Credit
(based on the respective Revolving Commitment Percentages of the Lenders) and
shall absolutely, unconditionally and irrevocably assume, as primary obligor and
not as surety, and be obligated to pay to the Issuing Lender 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 Lender's
participation in any Letter of Credit, to the extent that the Issuing Lender has
not been reimbursed as required hereunder or under any such Letter of Credit,
each such Lender shall pay to the Issuing Lender its pro rata share of such
unreimbursed drawing in same day funds on the day of notification by the Issuing
Lender of an unreimbursed drawing pursuant to the provisions of subsection (d)
hereof. The obligation of each Lender 


                                       27
<PAGE>


to so reimburse the Issuing Lender 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 Lender 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 Lender will promptly notify the Borrower. Unless the
Borrower shall immediately notify the Issuing Lender that the Borrower intends
to otherwise reimburse the Issuing Lender for such drawing, the Borrower shall
be deemed to have requested that the Lenders make a Revolving Loan in the amount
of the drawing as provided in subsection (e) hereof on the related Letter of
Credit, the proceeds of which will be used to satisfy the related reimbursement
obligations. The Borrower promises to reimburse the Issuing Lender on the day of
drawing under any Letter of Credit (either with the proceeds of a Revolving Loan
obtained hereunder or otherwise) in same day funds. If the Borrower shall fail
to reimburse the Issuing Lender as provided hereinabove, the unreimbursed amount
of such drawing shall bear interest at a per annum rate equal to the Base Rate
plus the sum of (i) the Applicable Percentage and (ii) two percent (2%). The
Borrower's reimbursement obligations hereunder shall be absolute and
unconditional under all circumstances irrespective of any rights of setoff,
counterclaim or defense to payment the Borrower may claim or have against the
Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the
Letter of Credit drawn upon or any other Person, including without limitation
any defense based on any failure of the Borrower or any other Credit Party to
receive consideration or the legality, validity, regularity or unenforceability
of the Letter of Credit. The Issuing Lender will promptly notify the other
Lenders of the amount of any unreimbursed drawing and each Lender shall promptly
pay to the Administrative Agent for the account of the Issuing Lender in Dollars
and in immediately available funds, the amount of such Lender's pro rata share
of such unreimbursed drawing. Such payment shall be made on the day such notice
is received by such Lender from the Issuing Lender 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 Lender
does not pay such amount to the Issuing Lender in full upon such request, such
Lender shall, on demand, pay to the Administrative Agent for the account of the
Issuing Lender interest on the unpaid amount during the period from the date of
such drawing until such Lender pays such amount to the Issuing Lender in full at
a rate per annum equal to, if paid within two (2) Business Days of the date that
such Lender is required to make payments of such amount pursuant to the
preceding sentence, the Federal Funds Rate and thereafter at a rate equal to the
Base Rate. Each Lender's obligation to make such payment to the Issuing Lender,
and the right of the Issuing Lender 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 of the Borrower hereunder and shall be made without any offset,
abatement, withholding or reduction whatsoever. Simultaneously with the making
of each such payment by a Lender to the Issuing Lender, such Lender shall,
automatically and without any further action on the part of the Issuing Lender
or such Lender, acquire a participation in an amount equal to such payment
(excluding the portion of such payment constituting interest owing to the
Issuing Lender) in the related unreimbursed drawing portion of  


                                       28
<PAGE>


the LOC Obligation and in the interest thereon and in the related LOC Documents,
and shall have a claim against the Borrower with respect thereto.

         (e) Repayment with Revolving Loans. On any day on which the Borrower
shall have requested, or been deemed to have requested, a Revolving Loan advance
to reimburse a drawing under a Letter of Credit, the Administrative Agent shall
give notice to the Lenders that a Revolving Loan has been requested or deemed
requested by the Borrower to be made in connection with a drawing under a Letter
of Credit, in which case a Revolving Loan advance comprised of Base Rate Loans
(or Eurodollar Loans to the extent the Borrower has complied with the procedures
of Section 2.1(b)(i) with respect thereto) shall be immediately made to the
Borrower by all Lenders (notwithstanding any termination of the Commitments
pursuant to Section 9.2) pro rata based on the respective Revolving Commitment
Percentages of the Lenders (determined before giving effect to any termination
of the Commitments pursuant to Section 9.2) and the proceeds thereof shall be
paid directly to the Issuing Lender for application to the respective LOC
Obligations. Each such Lender hereby irrevocably agrees to make its pro rata
share of each such Revolving Loan immediately upon any such request or deemed
request in the amount, in the manner and on the date specified in the preceding
sentence notwithstanding (i) the amount of such borrowing may not comply with
the minimum amount for advances of Revolving Loans otherwise required hereunder,
(ii) whether any conditions specified in Section 5.2 are then satisfied, (iii)
whether a Default or an Event of Default then exists, (iv) failure for any such
request or deemed request for Revolving Loan to be made by the time otherwise
required hereunder, (v) whether the date of such borrowing is a date on which
Revolving Loans are otherwise permitted to be made hereunder or (vi) any
termination of the Commitments relating thereto immediately prior to or
contemporaneously with such borrowing. In the event that any Revolving Loan
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 Credit Party), then each
such Lender hereby agrees that it shall forthwith purchase (as of the date such
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 Lender such participation in the outstanding LOC Obligations as shall be
necessary to cause each such Lender to share in such LOC Obligations ratably
(based upon the respective Revolving Commitment Percentages of the Lenders
(determined before giving effect to any termination of the Commitments pursuant
to Section 9.2)), provided that in the event such payment is not made on the day
of drawing, such Lender shall pay in addition to the Issuing Lender interest on
the amount of its unfunded Participation Interest at a rate equal to, if paid
within two (2) Business Days of the date of drawing, the Federal Funds Rate, and
thereafter at the Base Rate.

         (f) Designation of Subsidiaries as Account Parties. Notwithstanding
anything to the contrary set forth in this Credit Agreement, including without
limitation Section 2.2(a) hereof, a Letter of Credit issued hereunder may
contain a statement to the effect that such Letter of Credit is issued for the
account of a Subsidiary, provided that notwithstanding such statement, the
Borrower shall be the actual account party for all purposes of this Credit
Agreement for such Letter of Credit and such statement shall not affect the
Borrower's reimbursement obligations hereunder with respect to such Letter of
Credit.


                                       29
<PAGE>


         (g) Renewal, Extension. The renewal or extension of 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.

         (h) Uniform Customs and Practices. The Issuing Lender 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.

         (i) Indemnification; Nature of Issuing Lender's Duties.

                  (i) In addition to its other obligations under this Section
         2.2, the Borrower hereby agrees to protect, indemnify, pay and save the
         Issuing Lender harmless from and against any and all claims, demands,
         liabilities, damages, losses, costs, charges and expenses (including
         reasonable attorneys' fees) that the Issuing Lender 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 Lender 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").

                  (ii) As between the Borrower and the Issuing Lender, the
         Borrower shall assume all risks of the acts, omissions or misuse of any
         Letter of Credit by the beneficiary thereof. The Issuing Lender shall
         not be responsible: (A) 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; (B) 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; (C) for errors,
         omissions, interruptions or delays (other than by the Issuing Lender)
         in transmission or delivery of any messages, by mail, cable, telegraph,
         telex or otherwise, whether or not they be in cipher; (D) for any loss
         or delay (other than by the Issuing Lender) 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 (E) for any
         consequences arising from causes beyond the control of the Issuing
         Lender, including, without limitation, any Government Acts. None of the
         above shall affect, impair, or prevent the vesting of the Issuing
         Lender's rights or powers hereunder.

                  (iii) In furtherance and extension and not in limitation of
         the specific provisions hereinabove set forth, any action taken or
         omitted by the Issuing Lender, under or in connection with any Letter
         of Credit or the related certificates, if taken or omitted in good
         faith and not constituting gross negligence, shall not put such Issuing
         Lender under any resulting liability to the Borrower or any other
         Credit Party. It is the intention of the parties 


                                       30
<PAGE>


         that this Credit Agreement shall be construed and applied to protect
         and indemnify the Issuing Lender against any and all risks involved in
         the issuance of the Letters of Credit, all of which risks are hereby
         assumed by the Borrower (on behalf of itself and each of the other
         Credit Parties), including, without limitation, any and all Government
         Acts. The Issuing Lender shall not, in any way, be liable for any
         failure by the Issuing Lender 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 Lender.

                  (iv) Nothing in this subsection (i) is intended to limit the
         reimbursement obligations of the Borrower contained in subsection (d)
         above. The obligations of the Borrower under this subsection (i) 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 Lender to enforce any
         right, power or benefit under this Credit Agreement.

                  (v) Notwithstanding anything to the contrary contained in this
         subsection (i), the Borrower shall have no obligation to indemnify the
         Issuing Lender in respect of any liability incurred by the Issuing
         Lender (A) arising out of the negligence or willful misconduct of the
         Issuing Lender, as determined by a court of competent jurisdiction, or
         (B) caused by the Issuing Lender's failure to pay under any Letter of
         Credit after presentation to it of a request strictly complying with
         the terms and conditions of such Letter of Credit, as determined by a
         court of competent jurisdiction, unless such payment is prohibited by
         any law, regulation, court order or decree.

         (j) Responsibility of Issuing Lender. It is expressly understood and
agreed that the obligations of the Issuing Lender hereunder to the Lenders are
only those expressly set forth in this Credit Agreement and that the Issuing
Lender shall be entitled to assume that the conditions precedent set forth in
Section 5.2 have been satisfied unless it shall have acquired actual knowledge
that any such condition precedent has not been satisfied; provided, however,
that nothing set forth in this Section 2.2 shall be deemed to prejudice the
right of any Lender to recover from the Issuing Lender any amounts made
available by such Lender to the Issuing Lender pursuant to this Section 2.2 in
the event that it is determined by a court of competent jurisdiction that the
payment with respect to a Letter of Credit constituted gross negligence or
willful misconduct on the part of the Issuing Lender.

         (k) Conflict with LOC Documents. In the event of any conflict between
this Credit Agreement and any LOC Document (including any letter of credit
application), this Credit Agreement shall control.

         2.3      Swingline Loan Subfacility.

         (a) Swingline Commitment. Subject to the terms and conditions hereof
and in reliance upon the representations and warranties set forth herein, the
Swingline Lender, in its individual capacity, agrees to make certain revolving
credit loans requested by the Borrower in Dollars to the Borrower (each a
"Swingline Loan" and, collectively, the "Swingline Loans") from time to time


                                       31
<PAGE>


from the Closing Date until the Termination Date for the purposes hereinafter
set forth; provided, however, (i) the aggregate principal amount of Swingline
Loans outstanding at any time shall not exceed TWENTY MILLION DOLLARS
($20,000,000) (the "Swingline Committed Amount") and (ii) with regard to the
Lenders collectively, the aggregate principal amount of Obligations outstanding
at any time shall not exceed the Aggregate Revolving Committed Amount. Swingline
Loans hereunder shall be made as Base Rate Loans, 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 telephonic notice promptly confirmed in writing) to the Swingline
         Lender not later than 11:00 A.M. (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) and (C) the principal amount of
         and Interest Period for the Swingline Loan advance requested. Each
         Swingline Loan shall have such maturity date as the Swingline Lender
         and the Borrower shall agree upon receipt by the Swingline Lender of
         any such notice from the Borrower. The Swingline Lender shall initiate
         the transfer of funds representing the Swingline Loan advance to the
         Borrower by 3:00 P.M. (Charlotte, North Carolina time) on the Business
         Day of the requested borrowing.

                  (ii) Minimum Amounts. Each Swingline Loan advance shall be in
         a minimum principal amount of $500,000 and in integral multiples of
         $100,000 in excess thereof (or the remaining amount of the Swingline
         Committed Amount, if less).

                  (iii) Repayment of Swingline Loans. Swingline Loans shall not
         be outstanding more than 30 days from the date of advance and may not
         extend beyond the Termination Date, on which date the Swingline Loans
         shall be due and payable in full. The Swingline Lender may, at any
         time, in its sole discretion, by written notice to the Borrower and the
         Lenders, demand repayment of its Swingline Loans by way of a Revolving
         Loan advance, in which case the Borrower shall be deemed to have
         requested a 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 on the date of the occurrence of any Event of
         Default described in Section 9.1 and upon acceleration of the
         indebtedness hereunder and the exercise of remedies in accordance with
         the provisions of Section 9.2. Each Lender hereby irrevocably agrees to
         make its pro rata share of each such Revolving Loan in the amount, in
         the manner and on the date specified in the preceding sentence
         notwithstanding (I) the amount of such borrowing may not comply with
         the minimum amount for advances of Revolving Loans otherwise required
         hereunder, (II) whether any conditions specified in Section 5.2 are
         then satisfied, (III) whether a Default or an Event of Default then
         exists, (IV) failure of any such request or deemed request for
         Revolving Loan to be made by the time otherwise required hereunder, (V)
         whether the date of such borrowing is a date on which Revolving Loans
         are 


                                       32
<PAGE>


         otherwise permitted to be made hereunder or (VI) any termination of the
         Commitments relating thereto immediately prior to or contemporaneously
         with such borrowing. In the event that any Revolving Loan 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 Lender hereby agrees that it shall forthwith
         purchase (as of the date such 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 Interest in the outstanding Swingline Loans as shall be
         necessary to cause each such Lender to share in such Swingline Loans
         ratably based upon its Revolving Commitment Percentage of the Revolving
         Committed Amount (determined before giving effect to any termination of
         the Commitments pursuant to Section 3.4), 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 Interest is purchased and (B) at the time any purchase of
         Participation Interests pursuant to this sentence is actually made, the
         purchasing Lender shall be required to pay to the Swingline Lender, to
         the extent not paid to the Swingline Lender by the Borrower in
         accordance with the terms of subsection (c)(ii) below, interest on the
         principal amount of Participation Interests purchased for each day from
         and including the day upon which such borrowing would otherwise have
         occurred to but excluding the date of payment for such Participation
         Interests, at the rate equal to the Federal Funds Rate.

         (c) Interest on Swingline Loans.

         Subject to the provisions of Section 3.1, each Swingline Loan shall
  bear interest at a per annum rate (computed on the basis of the actual number
  of days elapsed over a year of 365 days) equal to the Base Rate. Interest on
  Swingline Loans shall be payable in arrears on each applicable Interest
  Payment Date (or at such other times as may be specified herein), unless
  accelerated sooner pursuant to Section 9.2.

         (d) Swingline Note. The Swingline Loans shall be evidenced by the
Revolving Note.

                                    SECTION 3

                 OTHER PROVISIONS RELATING TO CREDIT FACILITIES

         3.1      Default Rate.

                  Upon the occurrence, and during the continuance, of an Event
of Default, the principal of and, to the extent permitted by law, interest on
the Loans and any other amounts owing hereunder or under the other Credit
Documents shall bear interest, payable on demand, at a per annum rate 2% greater
than the rate which would otherwise be applicable (or if no rate is applicable,
whether in respect of interest, fees or other amounts, then 2% greater than the
Base Rate).


                                       33
<PAGE>


         3.2      Extension and Conversion.

                  Subject to the terms of Section 5.2, the Borrower shall have
the option, on any Business Day, to extend existing Loans into a subsequent
permissible Interest Period or to convert Loans into Loans of another interest
rate type; provided, however, that (i) except as provided in Section 3.8,
Eurodollar Loans may be converted into Base Rate Loans only on the last day of
the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended,
and Base Rate Loans may be converted into Eurodollar 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 shall be subject to
the terms of the definition of "Interest Period" set forth in Section 1.1 and
shall be in such minimum amounts as provided in Section 2.1(b)(ii) , and (iv)
any request for extension or conversion of a Eurodollar Loan which shall fail to
specify an Interest Period shall be deemed to be a request for an Interest
Period of one month. Each such extension or conversion shall be effected by the
Borrower by giving a Notice of Extension/Conversion (or telephone notice
promptly confirmed in writing) to the Administrative Agent prior to 11:00 A.M.
(Charlotte, North Carolina time) on the Business Day of, in the case of the
conversion of a Eurodollar Loan into a Base Rate Loan, and on the third Business
Day prior to, in the case of the extension of a Eurodollar Loan as, or
conversion of a Base Rate Loan into, a Eurodollar Loan, 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 irrevocable and shall constitute a representation and warranty by the
Borrower of the matters specified in subsections (a) through (e) of Section 5.2.
In the event the Borrower fails to request extension or conversion of any
Eurodollar Loan in accordance with this Section, or any such conversion or
extension is not permitted or required by this Section, then such Eurodollar
Loan shall be automatically converted into a Base Rate Loan at the end of the
Interest Period applicable thereto. The Administrative Agent shall give each
Lender notice as promptly as practicable of any such proposed extension or
conversion affecting any Loan.

         3.3      Prepayments.

                  (a) Voluntary Prepayments. Revolving Loans and Swingline Loans
may be repaid in whole or in part without premium or penalty; provided that (i)
Eurodollar Loans may be prepaid only upon three (3) Business Days' prior written
notice to the Administrative Agent and must be accompanied by payment of any
amounts owing under Section 3.11, and (ii) partial prepayments shall be minimum
principal amounts of $5,000,000, in the case of Eurodollar Loans, and $500,000,
in the case of Base Rate Loans, and in integral multiples of $500,000 in excess
thereof.

                  (b) Mandatory Prepayments. If at any time, (A) the aggregate
principal amount of Obligations shall exceed the Aggregate Revolving Committed
Amount, (B) the aggregate amount of LOC Obligations shall exceed the LOC
Committed Amount, or (C) the aggregate amount of Swingline Loans shall exceed
the Swingline Committed Amount, the Borrower shall immediately make payment on
the Revolving Loans and/or to a cash collateral account in respect of the LOC
Obligations, in an amount sufficient to eliminate the deficiency.


                                       34
<PAGE>


                  (c) Application. Unless otherwise specified by the Borrower,
prepayments made hereunder shall be applied first to Swingline Loans, then to
Revolving Loans which are Base Rate Loans, then to Revolving Loans which are
Eurodollar Loans in direct order of Interest Period maturities, and then to a
cash collateral account to secure LOC Obligations. Amounts prepaid hereunder may
be reborrowed in accordance with the provisions hereof.

         3.4      Termination and Reduction of Commitments

                  (a) Voluntary Reductions. The Revolving Commitments may be
terminated or permanently reduced by the Borrower in whole or in part upon three
(3) Business Days' prior written notice to the Administrative Agent, provided
that (i) after giving effect to any voluntary reduction the aggregate amount of
Obligations shall not exceed the Aggregate Revolving Committed Amount, as
reduced, and (ii) partial reductions by the Borrower shall be minimum principal
amount of $5,000,000, and in integral multiples of $1,000,000 in excess thereof.

                  (b) Mandatory Reductions. The Revolving Commitments shall be
permanently reduced in an amount equal to one hundred percent (100%) of the Net
Proceeds received from Asset Dispositions in any fiscal year; but only to the
extent that (i) such Net Proceeds are not reinvested in other property or assets
within six (6) months of the date of sale, lease, disposition, casualty, theft
or loss giving rise thereto, and (ii) the aggregate amount of such Net Proceeds
not reinvested in accordance with the foregoing subsection (i) in any fiscal
year shall exceed five percent (5%) of total assets for the Consolidated Group
as of the end of the immediately preceding fiscal year.

                  (c) Termination. The Commitments hereunder shall terminate on
the Termination Date.

         3.5      Fees.

                  (a) Commitment Fee. In consideration of the Revolving
Commitments hereunder, the Borrower agrees to pay to the Administrative Agent
for the ratable benefit of the Lenders a commitment fee (the "Commitment Fee")
equal to the Applicable Percentage per annum on the average daily unused amount
of the Revolving Committed Amount for the applicable period. The Commitment Fee
shall be payable quarterly in arrears on the 15th day following the last day of
each calendar quarter for the immediately preceding quarter (or portion thereof)
beginning with the first such date to occur after the Closing Date. For purposes
of computation of the Commitment Fee, Swingline Loans shall not be counted
toward or considered usage under the Revolving Loan facility.

                  (b) Letter of Credit Fees.

                           (i) Letter of Credit Fee. In consideration of the LOC
         Commitment hereunder, the Borrower agrees to pay to the Administrative
         Agent for the ratable benefit of the Lenders a fee (the "Letter of
         Credit Fee") equal to the Applicable Percentage per


                                       35
<PAGE>


         annum on the average daily maximum amount available to be drawn under
         Letters of Credit from the date of issuance to the date of expiration.
         The Letter of Credit Fee shall be payable quarterly in arrears on the
         15th day following the last day of each calendar quarter for the
         immediately preceding quarter (or portion thereof) beginning with the
         first such date to occur after the Closing Date.

                           (ii) Issuing Lender Fee. In addition to the Letter of
         Credit Fee, the Borrower agrees to pay to the Issuing Lender for its
         own account without sharing by the other Lenders (A) a fronting and
         negotiation fee of .125% per annum on the average daily maximum amount
         available to be drawn under Letters of Credit issued by it from the
         date of issuance to the date of expiration, and (B) customary charges
         of the Issuing Lender with respect to the issuance, amendment,
         transfer, administration, cancellation and conversion of, and drawings
         under, such Letters of Credit (collectively, the "Issuing Lender
         Fees").

                  (c) Administrative Fees. The Borrower agrees to pay to the
Administrative Agent, for its own account, an annual administrative fee and such
other fees, if any, referred to in the Administrative Agent's Fee Letter
(collectively, the "Administrative Agent Fees").

         3.6      Capital Adequacy.

                  If any Lender has determined, after the date hereof, that the
adoption or the becoming effective of, or any change in, or any change by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof in the interpretation or administration
of, any applicable law, rule or regulation regarding capital adequacy, or
compliance by such Lender with any request or directive of general applicability
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 Lender's capital or assets as a consequence
of its commitments or obligations hereunder to a level below that which such
Lender could have achieved but for such adoption, effectiveness, change or
compliance (taking into consideration such Lender's policies with respect to
capital adequacy applied on a consistent basis), then, upon notice from such
Lender to the Borrower, the Borrower shall be obligated to pay to such Lender
such additional amount or amounts as will compensate such Lender for such
reduction. Each determination by any such Lender of amounts owing under this
Section shall, absent manifest error, be conclusive and binding on the parties
hereto.

         3.7      Inability To Determine Interest Rate.

         If prior to the first day of any Interest Period, the Administrative
Agent shall have determined (which determination shall be conclusive and binding
upon the Borrower) that, by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for such Interest Period, the Administrative Agent shall give
telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as
practicable thereafter. If such notice is given (a) any Eurodollar Loans
requested to be made on the first day of such Interest Period shall be made as
Base Rate Loans and (b) any Loans that were to have been 


                                       36
<PAGE>


converted on the first day of such Interest Period to or continued as Eurodollar
Loans shall be converted to or continued as Base Rate Loans. The Administrative
Agent shall withdraw such notice promptly after such circumstances cease to
exist. Until such notice has been withdrawn by the Administrative Agent, no
further Eurodollar Loans shall be made or continued as such, nor shall the
Borrower have the right to convert Base Rate Loans to Eurodollar Loans.

         3.8      Illegality.

         Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
occurring after the Closing Date shall make it unlawful for any Lender to make
or maintain Eurodollar Loans as contemplated by this Credit Agreement, (a) such
Lender shall promptly give written notice of such circumstances to the Borrower
and the Administrative Agent (which notice shall be withdrawn whenever such
circumstances no longer exist), (b) the commitment of such Lender hereunder to
make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate
Loan to Eurodollar Loans shall forthwith be canceled and, until such time as it
shall no longer be unlawful for such Lender to make or maintain Eurodollar
Loans, such Lender shall then have a commitment only to make a Base Rate Loan
when a Eurodollar Loan is requested and (c) such Lender's Loans then outstanding
as Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans
on the respective last days of the then current Interest Periods with respect to
such Loans or within such earlier period as required by law. If any such
conversion of a Eurodollar Loan occurs on a day which is not the last day of the
then current Interest Period with respect thereto, the Borrower shall pay to
such Lender such amounts, if any, as may be required pursuant to Section 3.11.

         3.9      Requirements of Law.

         Subject to Section 3.16, if, after the date hereof, the adoption of or
any change in any Requirement of Law or in the interpretation or application
thereof applicable to any Lender, or compliance by any Lender with any request
or directive of general applicability (whether or not having the force of law)
from any central bank or other Governmental Authority, in each case made
subsequent to the Closing Date (or, if later, the date on which such Lender
becomes a Lender):

                           (a) shall subject such Lender to any tax of any kind
         whatsoever with respect to any Letter of Credit, any Eurodollar Loans
         made by it or its obligation to make Eurodollar Loans, or change the
         basis of taxation of payments to such Lender in respect thereof (except
         for (i) Non-Excluded Taxes covered by Section 3.10 (including
         Non-Excluded Taxes imposed solely by reason of any failure of such
         Lender to comply with its obligations under Section 3.10(b)) and (ii)
         changes in taxes measured by or imposed upon the overall net income, or
         franchise tax (imposed in lieu of such net income tax), of such Lender
         or its applicable lending office, branch, or any affiliate thereof));

                           (b) shall impose, modify or hold applicable any
         reserve, special deposit, compulsory loan or similar requirement
         against assets held by, deposits or other liabilities in or for the
         account of, advances, loans or other extensions of credit by, or any
         other 


                                       37
<PAGE>


         acquisition of funds by, any office of such Lender which is not
         otherwise included in the determination of the Eurodollar Rate
         hereunder; or

                           (c) shall impose on such Lender any other condition
         (excluding any tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, upon notice to the Borrower from such Lender,
through the Administrative Agent, in accordance herewith, the Borrower shall be
obligated to promptly pay such Lender, upon its demand, any additional amounts
(net of any amounts paid pursuant to Section 3.6) necessary to compensate such
Lender for such increased cost or reduced amount receivable, provided that, in
any such case, the Borrower may elect to convert the Eurodollar Loans made by
such Lender hereunder to Base Rate Loans by giving the Administrative Agent at
least one Business Day's notice of such election, in which case the Borrower
shall promptly pay to such Lender, upon demand, without duplication, such
amounts, if any, as may be required pursuant to Section 3.11. If any Lender
becomes entitled to claim any additional amounts pursuant to this subsection, it
shall provide prompt notice thereof to the Borrower, through the Administrative
Agent, certifying (x) that one of the events described in this paragraph (a) has
occurred and describing in reasonable detail the nature of such event, (y) as to
the increased cost or reduced amount resulting from such event and (z) as to the
additional amount demanded by such Lender and a reasonably detailed explanation
of the calculation thereof. Such a certificate as to any additional amounts
payable pursuant to this subsection submitted by such Lender, through the
Administrative Agent, to the Borrower shall be conclusive and binding on the
parties hereto in the absence of manifest error. This covenant shall survive the
termination of this Credit Agreement and the payment of the Loans and all other
amounts payable hereunder.

         3.10     Taxes.

         (a) Except as provided below in this subsection, all payments made by
the Borrower under this Credit Agreement and any Notes shall be made free and
clear of, and without deduction or withholding for or on account of, any present
or future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any court, or governmental body, agency or other
official, excluding taxes (the "Excluded Taxes") that are measured by or imposed
upon the overall net income of the Administrative Agent or any Lender or its
applicable lending office, or any branch or affiliate thereof, and all franchise
taxes, branch taxes, taxes on doing business or taxes on the overall capital or
net worth of the Administrative Agent or any Lender or its applicable lending
office, or any branch or affiliate thereof, in each case imposed in lieu of net
income taxes, imposed: (i) by the jurisdiction under the laws of which the
Administrative Agent or such Lender, applicable lending office, branch or
affiliate is organized or is located, or in which its principal executive office
is located, or any nation within which such jurisdiction is located or any
political subdivision thereof; or (ii) by reason of any connection between the
jurisdiction imposing such tax and the Administrative Agent or such Lender,
applicable lending office, branch or affiliate other than a 


                                       38
<PAGE>


connection arising solely from such Lender having executed, delivered or
performed its obligations, or received payment under or enforced, this Credit
Agreement or any Notes. If any such taxes, levies, imposts, duties, charges,
fees, deductions or withholdings other than the Excluded Taxes ("Non-Excluded
Taxes") are required to be withheld from any amounts payable to the
Administrative Agent or any Lender hereunder or under any Notes, (A) the amounts
so payable to the Administrative Agent or such Lender shall be increased to the
extent necessary to yield to the Administrative Agent or such Lender (after
payment of all Non-Excluded Taxes) interest or any such other amounts payable
hereunder at the rates or in the amounts specified in this Credit Agreement and
any Notes, provided, however, that the Borrower shall be entitled to deduct and
withhold any Non-Excluded Taxes and shall not be required to increase any such
amounts payable to any Lender that is not organized under the laws of the United
States of America or a state thereof if such Lender fails to comply with the
requirements of paragraph (b) of this subsection whenever any Non-Excluded Taxes
are payable by the Borrower, and (B) as promptly as possible thereafter the
Borrower shall send to the Administrative Agent for its own account or for the
account of such Lender, as the case may be, a certified copy of an original
official receipt received by the Borrower showing payment thereof. If the
Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrower shall indemnify the
Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure. If the Administrative Agent or any Lender receives a
refund or tax benefit in respect of Non-Excluded Taxes for which the Borrower
had made additional payments pursuant to this Section 3.10(a), the
Administrative Agent or such Lender, as the case may be, shall promptly pay such
refund (together with any interest with respect thereto received from the
relevant taxing authority) to the Borrower; provided, however, that the Borrower
agrees promptly to return such refund (together with any interest with respect
thereto due to the relevant taxing authority) to the Administrative Agent or the
applicable Lender, as the case may be, upon receipt of a notice that such refund
is required to be repaid to the relevant taxing authority. The agreements in
this subsection shall survive the termination of this Credit Agreement and the
payment of the Loans and all other amounts payable hereunder.

         (b) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof shall:

                  (X)(i) on or before the date of any payment by the Borrower
         under this Credit Agreement or Notes to such Lender, deliver to the
         Borrower and the Administrative Agent (A) two (2) duly completed copies
         of United States Internal Revenue Service Form 1001 or 4224, or
         successor applicable form, as the case may be, certifying that it is
         entitled to receive payments under this Credit Agreement and any Notes
         without deduction or withholding of any United States federal income
         taxes and (B) an Internal Revenue Service Form W-8 or W-9, or successor
         applicable form, as the case may be, certifying that it is entitled to
         an exemption from United States backup withholding tax;

                  (ii) deliver to the Borrower and the Administrative Agent two
         (2) further copies of any such form or certification on or before the
         date that any such form or certification 


                                       39
<PAGE>


         expires or becomes obsolete and after the occurrence of any event
         requiring a change in the most recent form previously delivered by it
         to the Borrower; and

                  (iii) obtain such extensions of time for filing and complete
         such forms or certifications as may reasonably be requested by the
         Borrower or the Administrative Agent; or

                  (Y) in the case of any such Lender that is not a "bank" within
         the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (i)
         represent to the Borrower (for the benefit of the Borrower and the
         Administrative Agent) that it is not a bank within the meaning of
         Section 881(c)(3)(A) of the Internal Revenue Code, (ii) agree to
         furnish to the Borrower on or before the date of any payment by the
         Borrower, with a copy to the Administrative Agent two (2) accurate and
         complete original signed copies of Internal Revenue Service Form W-8,
         or successor applicable form certifying to such Lender's legal
         entitlement at the date of such certificate to an exemption from U.S.
         withholding tax under the provisions of Section 881(c) of the Internal
         Revenue Code with respect to payments to be made under this Credit
         Agreement and any Notes (and to deliver to the Borrower and the
         Administrative Agent two (2) further copies of such form on or before
         the date it expires or becomes obsolete and after the occurrence of any
         event requiring a change in the most recently provided form and, if
         necessary, obtain any extensions of time reasonably requested by the
         Borrower or the Administrative Agent for filing and completing such
         forms), and (iii) agree, to the extent legally entitled to do so, upon
         reasonable request by the Borrower, to provide to the Borrower (for the
         benefit of the Borrower and the Administrative Agent) such other forms
         as may be reasonably required in order to establish the legal
         entitlement of such Lender to an exemption from withholding with
         respect to payments under this Credit Agreement and any Notes;

unless in any such case any change in treaty, law or regulation has occurred
after the date such Person becomes a Lender hereunder which renders all such
forms inapplicable or which would prevent such Lender from duly completing and
delivering any such form with respect to it and such Lender so advises the
Borrower and the Administrative Agent. Each Person that shall become a Lender
pursuant to subsection 11.3 shall, upon the effectiveness of the related
transfer, be required to provide all of the forms, certifications and statements
required pursuant to this subsection.

         3.11     Indemnity.

         The Borrower promises to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur (other
than through such Lender's gross negligence or willful misconduct) as a
consequence of (a) default by the Borrower in making a borrowing of, conversion
into or continuation of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Credit Agreement,
(b) default by the Borrower in making any prepayment of a Eurodollar Loan after
the Borrower has given a notice thereof in accordance with the provisions of
this Credit Agreement or (c) the making of a prepayment of Eurodollar Loans on a
day which is not the last day of an Interest Period with respect thereto. With
respect to Eurodollar Loans, such indemnification may include an amount


                                       40
<PAGE>


equal to the excess, if any, of (i) the amount of interest which would have
accrued on the amount so prepaid, or not so borrowed, converted or continued,
for the period from the date of such prepayment or of such failure to borrow,
convert or continue to the last day of the applicable Interest Period (or, in
the case of a failure to borrow, convert or continue, the Interest Period that
would have commenced on the date of such failure) in each case at the applicable
rate of interest for such Loans provided for herein (excluding, however, the
Applicable Percentage included therein, if any) over (ii) the amount of interest
(as reasonably determined by such Lender) which would have accrued to such
Lender on such amount by placing such amount on deposit for a comparable period
with leading banks in the interbank Eurodollar market. The covenants of the
Borrower set forth in this Section 3.11 shall survive the termination of this
Credit Agreement and the payment of the Loans and all other amounts payable
hereunder.

         3.12     Pro Rata Treatment.

         Except to the extent otherwise provided herein:

         (a) Loans. Each Loan, each payment or prepayment of principal of any
Loan (other than Swingline Loans) or reimbursement obligations arising from
drawings under Letters of Credit, each payment of interest on the Loans or
reimbursement obligations arising from drawings under Letters of Credit, each
payment of Commitment Fees, each payment of the Letter of Credit Fee, each
reduction of the Revolving Committed Amount and each conversion or extension of
any Loan (other than Swingline Loans), shall be allocated pro rata among the
Lenders in accordance with the respective principal amounts of their outstanding
Loans and Participation Interests

         (b) Advances. No Lender shall be responsible for the failure or delay
by any other Lender in its obligation to make its ratable share of a borrowing
hereunder; provided, however, that the failure of any Lender to fulfill its
obligations hereunder shall not relieve any other Lender of its obligations
hereunder. Unless the Administrative Agent shall have been notified in writing
by any Lender prior to a borrowing that such Lender will not make the amount
that would constitute its ratable share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by such Lender within the time period specified therefor hereunder, such
Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the Federal Funds Rate for a period of two
(2) Business Days, and thereafter at the Base Rate, for the period until such
Lender makes such amount immediately available to the Administrative Agent. If
such Lender does not pay such amounts to the Administrative Agent forthwith upon
demand, the Administrative Agent may notify the Borrower and request the
Borrower to immediately pay such amount to the Administrative Agent with
interest at the Base Rate. A certificate of the Administrative Agent submitted
to any Lender with respect to any amounts owing under this subsection shall be
conclusive in the absence of manifest error.


                                       41
<PAGE>


         3.13     Sharing of Payments.

         The Lenders agree among themselves that, in the event that any Lender
shall obtain payment in respect of any Loan, LOC Obligations or any other
obligation owing to such Lender under this Credit Agreement through the exercise
of a right of setoff, banker's lien or counterclaim, or pursuant to a secured
claim under Section 506 of Title 11 of the United States Code or other security
or interest arising from, or in lieu of, such secured claim, received by such
Lender under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, in excess of its pro rata share of such
payment as provided for in this Credit Agreement, such Lender shall promptly
purchase from the other Lenders 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 Lenders share such payment in
accordance with their respective ratable shares as provided for in this Credit
Agreement. The Lenders further agree among themselves that if payment to a
Lender obtained by such Lender through the exercise of a right of setoff,
banker's lien, counterclaim or other event as aforesaid shall be rescinded or
must otherwise be restored, each Lender which shall have shared the benefit of
such payment shall, by purchase of a participation, return its share of that
benefit (together with its share of any accrued interest payable with respect
thereto) to each Lender whose payment shall have been rescinded or otherwise
restored. The Borrower agrees that any Lender so purchasing such a participation
may, to the fullest extent permitted by law, exercise all rights of payment,
including setoff, banker's lien or counterclaim, with respect to such
participation as fully as if such Lender were a holder of such Loan, LOC
Obligations or other obligation in the amount of such participation. Except as
otherwise expressly provided in this Credit Agreement, if any Lender or the
Administrative Agent shall fail to remit to the Administrative Agent or any
other Lender an amount payable by such Lender or the Administrative Agent to the
Administrative Agent or such other Lender 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 Lender at a rate
per annum equal to the Federal Funds Rate. If under any applicable bankruptcy,
insolvency or other similar law, any Lender receives a secured claim in lieu of
a setoff to which this Section 3.13 applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders under this Section 3.13 to share in
the benefits of any recovery on such secured claim.

         3.14     Payments, Computations, Etc.

         (a) Except as otherwise specifically provided herein, all payments
hereunder shall be made to the Administrative Agent in dollars in immediately
available funds, without setoff, deduction, counterclaim or withholding of any
kind, at the Administrative Agent's office specified in Section 11.1 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 


                                       42
<PAGE>


the Loans, LOC Obligations, Fees, interest 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
Lenders 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 3.12(a)). The Administrative Agent will distribute such
payments to such Lenders, if any such payment is received prior to 12:00 Noon
(Charlotte, North Carolina time) on a Business Day in like funds as received
prior to the end of such Business Day and otherwise the Administrative Agent
will distribute such payment to such Lenders on the next succeeding Business
Day. 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, except with respect to computation of interest on Base Rate Loans
which (unless the Base Rate is determined by reference to the Federal Funds
Rate) shall be calculated based on a year of 365 or 366 days, as appropriate.
Interest shall accrue from and include the date of borrowing, but exclude the
date of payment.

         (b) Allocation of Payments After Event of Default. Notwithstanding any
other provisions of this Credit Agreement to the contrary, after the occurrence
and during the continuance of an Event of Default, all amounts collected or
received by the Administrative Agent or any Lender on account of the Guaranteed
Obligations or any other amounts outstanding under any of the Credit Documents
shall be paid over or delivered as follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation reasonable attorneys' fees)
         of the Administrative Agent in connection with enforcing the rights of
         the Lenders under the Credit Documents;

                  SECOND, to payment of any fees owed to the Administrative
         Agent;

                  THIRD, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation, reasonable attorneys' fees)
         of each of the Lenders in connection with enforcing its rights under
         the Credit Documents or otherwise with respect to the Obligations owing
         to such Lender;

                  FOURTH, to the payment of all accrued interest and fees on or
         in respect of the Obligations;

                  FIFTH, to the payment of the outstanding principal amount of
         the Guaranteed Obligations (including the payment or cash
         collateralization of the outstanding LOC Obligations);


                                       43
<PAGE>


                  SIXTH, to all other Obligations and other obligations which
         shall have become due and payable under the Credit Documents or
         otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH"
         above; and

                  SEVENTH, to the payment of the surplus, if any, to whoever may
         be lawfully entitled to receive such surplus.

In carrying out the foregoing, (i) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; and (ii) each of the Lenders shall receive an amount equal
to its pro rata share (based on the proportion that the then outstanding
Obligations held by such Lender bears to the aggregate then outstanding
Obligations) of amounts available to be applied pursuant to clauses "FOURTH",
"FIFTH" and "SIXTH" above; and (iii) to the extent that any amounts available
for distribution pursuant to clause "FIFTH" above are attributable to the issued
but undrawn amount of outstanding Letters of Credit, such amounts shall be held
by the Administrative Agent in a cash collateral account and applied (A) first,
to reimburse the Issuing Lender for any drawings under such Letters of Credit
and (B) then, following the expiration of all Letters of Credit, to all other
obligations of the types described in clauses "FIFTH" and "SIXTH" above in the
manner provided in this Section 3.14(b).

         3.15     Evidence of Debt.

         (a) Each Lender shall maintain an account or accounts evidencing each
Loan made by such Lender to the Borrower from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Credit Agreement. Each Lender will make reasonable efforts to
maintain the accuracy of its account or accounts and to promptly update its
account or accounts from time to time, as necessary.

         (b) The Administrative Agent shall maintain the Register pursuant to
Section 11.3(c) hereof, and a subaccount for each Lender, in which Register and
subaccounts (taken together) shall be recorded (i) the amount, type and Interest
Period of each such Loan hereunder, (ii) the amount of any principal or interest
due and payable or to become due and payable to each Lender hereunder and (iii)
the amount of any sum received by the Administrative Agent hereunder from or for
the account of the Borrower and each Lender's share thereof. The Administrative
Agent will make reasonable efforts to maintain the accuracy of the subaccounts
referred to in the preceding sentence and to promptly update such subaccounts
from time to time, as necessary.

         (c) The entries made in the accounts, Register and subaccounts
maintained pursuant to subsection (b) of this Section 3.15 (and, if consistent
with the entries of the Administrative Agent, subsection (a)) shall be prima
facie evidence of the existence and amounts of the obligations of the Borrower
therein recorded; provided, however, that the failure of any Lender or the
Administrative Agent to maintain any such account, such Register or such
subaccount, as applicable, or any error therein, shall not in any manner affect
the obligation of the Borrower to repay the Loans made by such Lender in
accordance with the terms hereof.


                                       44
<PAGE>


         3.16 Certain Rules Relating to the Payment of Additional Amounts. (a)
Upon the request and at the expense of the Borrower, each Lender to which the
Borrower is required to pay any additional amount pursuant to Section 3.9 or
3.10 shall reasonably afford the Borrower the opportunity to contest, and shall
reasonably cooperate with the Borrower in contesting, the imposition of any
Non-Excluded Tax giving rise to such payment; provided that (i) such Lender
shall not be required to afford the Borrower the opportunity to so contest
unless the Borrower shall have confirmed in writing to such Lender its
obligation to pay such amounts pursuant to this Agreement and (ii) the Borrower
shall reimburse such Lender for its reasonable attorney's and accountant's fees
and disbursements incurred in so cooperating with the Borrower in contesting the
imposition of such Non-Excluded Tax.

         (b) If a Lender changes its applicable lending office (other than
pursuant to paragraph (c) below) or engages in a combination with another
financial institution and the effect of the change or combination, as of the
date of the change or combination, would be to cause the Borrower to become
obligated to pay any additional amount under subsection 3.9 or 3.10, the
Borrower shall not be obligated to pay such additional amount.

         (c) If a condition or an event occurs that would, or would upon the
passage of time or giving of notice, result in the payment of any additional
amount to any Lender by the Borrower pursuant to Section 3.9 or 3.10, such
Lender shall promptly notify the Borrower and the Administrative Agent and shall
take such steps as may reasonably be available to it and acceptable to the
Borrower to mitigate the effects of such condition or event (which shall include
efforts to rebook the Revolving Loans held by such Lender at another lending
office, or through another branch or an affiliate, of such Lender); provided
that such Lender shall not be required to take any step that, in its reasonable
judgment, would be disadvantageous to its business or operations in any material
respect or would require it to incur additional costs (unless the Borrower
agrees to reimburse such Lender for the reasonable incremental out-of-pocket
costs thereof).

         (d) If the Borrower shall become obligated to pay additional amounts
pursuant to Section 3.9 or 3.10 and any affected Lender shall not have promptly
taken steps necessary to avoid the need for payments under Section 3.9 or 3.10,
the Borrower shall have the right, for so long as such obligation remains, with
the assistance of the Administrative Agent, to seek one or more substitute
Lenders reasonably satisfactory to the Administrative Agent and the Borrower to
purchase the affected Revolving Loans, in whole or in part, at an aggregate
price no less than such Revolving Loans' principal amount plus accrued interest,
and assume the affected obligations under this Agreement. In such case, the
Borrower, the Administrative Agent, the affected Lender, and any substitute
Lender shall execute and deliver an appropriately completed Assignment pursuant
to Section 11.3(b) to effect the assignment of rights to, and the assumption of
obligations by, the substitute Lender; provided that any fees required to be
paid pursuant to Section 11.3(b) in connection with such assignment shall be
paid by the Borrower.


                                       45
<PAGE>


                                    SECTION 4

                                    GUARANTY

         4.1      The Guarantee.

         Each of the Guarantors hereby jointly and severally guarantees to each
Lender, to each Affiliate of a Lender that enters into a Hedging Agreement and
to the Administrative Agent as hereinafter provided the prompt payment of the
Guaranteed Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration, as mandatory cash collateralization or
otherwise) strictly in accordance with the terms thereof. The Guarantors hereby
further agree that if any of the Guaranteed Obligations are not paid in full
when due (whether at stated maturity, as a mandatory prepayment, by
acceleration, as mandatory cash collateralization or otherwise), the Guarantors
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 Guaranteed Obligations, the same will be promptly paid in full
when due (whether at extended maturity, as a mandatory prepayment, by
acceleration or otherwise) in accordance with the terms of such extension or
renewal.

         Notwithstanding any provision to the contrary contained herein or in
any other of the Credit Documents or Hedging Agreements, to the extent the
obligations of a Guarantor shall be adjudicated to be invalid or unenforceable
for any reason (including, without limitation, because of any applicable state
or federal law relating to fraudulent conveyances or transfers) then the
obligations of each Guarantor hereunder shall be limited to the maximum amount
that is permissible under applicable law (whether federal or state and
including, without limitation, the Bankruptcy Code).

         4.2      Obligations Unconditional.

         The obligations of the Guarantors under Section 4.1 hereof are joint
and several, absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Credit Documents or Hedging
Agreements, 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 Guaranteed 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 4.2 that the obligations of the
Guarantors hereunder shall be absolute and unconditional under any and all
circumstances. Each Guarantor agrees that such Guarantor shall have no right of
subrogation, indemnity, reimbursement or contribution against the Borrower or
any other Guarantor of the Guaranteed Obligations for amounts paid under this
Guaranty until such time as the Lenders (and any Affiliates of Lenders entering
into Hedging Agreements) have been paid in full, all Commitments under the
Credit Agreement have been terminated and no Person or Governmental Authority
shall have any right to request any return or reimbursement of funds from the
Lenders in connection with monies received under the Credit Documents or Hedging
Agreements. Without limiting the generality of the foregoing, it is agreed that,
to the fullest extent permitted by law, the 


                                       46
<PAGE>


occurrence of any one or more of the following shall not alter or impair the
liability of any Guarantor hereunder which shall remain absolute and
unconditional as described above:

                  (i) at any time or from time to time, without notice to any
         Guarantor, the time for any performance of or compliance with any of
         the Guaranteed 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, any Hedging Agreement or any other agreement
         or instrument referred to in the Credit Documents or Hedging Agreements
         shall be done or omitted;

                  (iii) the maturity of any of the Guaranteed Obligations shall
         be accelerated, or any of the Guaranteed Obligations shall be modified,
         supplemented or amended in any respect, or any right under any of the
         Credit Documents, any Hedging Agreement or any other agreement or
         instrument referred to in the Credit Documents or Hedging Agreements
         shall be waived or any other guarantee of any of the Guaranteed
         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 Lender or Lenders as security for any of the Guaranteed
         Obligations shall fail to attach or be perfected; or

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

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

         4.3      Reinstatement.

         The obligations of the Guarantors under this Section 4 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 Guaranteed Obligations is rescinded
or must be otherwise restored by any holder of any of the Guaranteed
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and each Guarantor agrees that it will indemnify
the Administrative Agent and each Lender on demand for all reasonable costs and
expenses (including, without limitation, fees and expenses of counsel) incurred
by the Administrative Agent or such Lender in connection with such rescission or
restoration, including any such costs and expenses incurred in defending against
any 


                                       47
<PAGE>


claim alleging that such payment constituted a preference, fraudulent transfer
or similar payment under any bankruptcy, insolvency or similar law.

         4.4      Certain Additional Waivers.

         Each Guarantor agrees that such Guarantor shall have no right of
recourse to security for the Guaranteed Obligations, except through the exercise
of the rights of subrogation pursuant to Section 4.2.

         4.5      Remedies.

         The Guarantors agree that, to the fullest extent permitted by law, as
between the Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other hand, the Guaranteed Obligations may be declared to be
forthwith due and payable as provided in Section 9.2 hereof (and shall be deemed
to have become automatically due and payable in the circumstances provided in
said Section 9.2) for purposes of Section 4.1 hereof notwithstanding any stay,
injunction or other prohibition preventing such declaration (or preventing the
Guaranteed Obligations from becoming automatically due and payable) as against
any other Person and that, in the event of such declaration (or the Guaranteed
Obligations being deemed to have become automatically due and payable), the
Guaranteed Obligations (whether or not due and payable by any other Person)
shall forthwith become due and payable by the Guarantors for purposes of said
Section 4.1.

         4.6      Rights of Contribution.

         The Guarantors hereby agree, as among themselves, that if any Guarantor
shall become an Excess Funding Guarantor (as defined below), each other
Guarantor shall, on demand of such Excess Funding Guarantor (but subject to the
succeeding provisions of this Section 4.6), pay to such Excess Funding Guarantor
an amount equal to such Guarantor's Pro Rata Share (as defined below and
determined, for this purpose, without reference to the properties, assets,
liabilities and debts of such Excess Funding Guarantor) of such Excess Payment
(as defined below). The payment obligation of any Guarantor to any Excess
Funding Guarantor under this Section 4.6 shall be subordinate and subject in
right of payment to the prior payment in full of the obligations of such
Guarantor under the other provisions of this Section 4, and such Excess Funding
Guarantor shall not exercise any right or remedy with respect to such excess
until payment and satisfaction in full of all of such obligations. For purposes
hereof, (i) "Excess Funding Guarantor" shall mean, in respect of any obligations
arising under the other provisions of this Section 4 (hereafter, the "Guarantied
Obligations"), a Guarantor that has paid an amount in excess of its Pro Rata
Share of the Guarantied Obligations; (ii) "Excess Payment" shall mean, in
respect of any Guarantied Obligations, the amount paid by an Excess Funding
Guarantor in excess of its Pro Rata Share of such Guarantied Obligations; and
(iii) "Pro Rata Share", for the purposes of this Section 4.6, shall mean, for
any Guarantor, the ratio (expressed as a percentage) of (a) the amount by which
the aggregate present fair saleable value of all of its assets and properties
exceeds the amount of all debts and liabilities of such Guarantor (including
contingent, subordinated, unmatured, and unliquidated liabilities, but excluding
the obligations of such Guarantor hereunder) to (b) the amount by which the
aggregate present fair saleable value of all assets and other properties of the


                                       48
<PAGE>


Borrower and all of the Guarantors exceeds the amount of all of the debts and
liabilities (including contingent, subordinated, unmatured, and unliquidated
liabilities, but excluding the obligations of the Borrower and the Guarantors
hereunder) of the Borrower and all of the Guarantors, all as of the Closing Date
(if any Guarantor becomes a party hereto subsequent to the Closing Date, then
for the purposes of this Section 4.6 such subsequent Guarantor shall be deemed
to have been a Guarantor as of the Closing Date and the information pertaining
to, and only pertaining to, such Guarantor as of the date such Guarantor became
a Guarantor shall be deemed true as of the Closing Date).

         4.7      Continuing Guarantee.

         The guarantee in this Section 4 is a continuing guarantee, and shall
apply to all Guaranteed Obligations whenever arising.

                                    SECTION 5

                                   CONDITIONS

         5.1      Conditions to Closing.

         This Credit Agreement shall become effective, and the initial
Extensions of Credit may be made, upon the satisfaction of the following
conditions precedent:

                  (a) Execution of Credit Agreement and Credit Documents.
Receipt of (i) multiple counterparts of this Credit Agreement, (ii) a Revolving
Note for each Lender, (iii) multiple counterparts of the Pledge Agreement, the
Security Agreement and the UCC financing statements relating thereto, if any, in
each case executed by a duly authorized officer of each party thereto and in
each case conforming to the requirements of this Credit Agreement.

                  (b) Consummation of Spin-off. Evidence of consummation of 
the spin-off of the Borrower from USOP (the "Spin-off Transactions") as 
described in the Distribution Agreement among Workflow Graphics, Inc., Aztec 
Technology Partners, Navigant International, Inc. and the Borrower 
(collectively, the "Spin-Off Companies") and USOP, the Tax Allocation 
Agreement among the Spin-Off Companies and USOP, the Employee Benefits 
Agreement among the Spin-Off Companies and USOP and the Tax Indemnity 
Agreement among the Spin-Off Companies, all of which are attached as exhibits 
to the Borrower's Registration Statement on Form S-1 under the Securities Act 
of 1933, and the transactions contemplated in connection therewith, including 
receipt of all shareholder, governmental and other necessary consents, 
approvals and authorizations (including the passage of all waiting periods).

                  (c) Pro Forma Balance Sheet. Receipt of a pro forma balance
sheet for the Borrower and its Subsidiaries upon consummation of the spin-off
and the transactions contemplated in connection therewith after giving effect to
the initial Extensions of Credit hereunder.


                                       49
<PAGE>


                  (d) Legal Opinions. Receipt of multiple counterparts of
opinions of counsel for the Credit Parties relating to the Credit Documents and
the transactions contemplated herein, in form and substance satisfactory to the
Administrative Agent and the Required Lenders.

                  (e) Stock Certificates. Receipt of original stock certificates
evidencing the ownership interests of the Credit Parties pledged pursuant to the
Pledge Agreement, together in each case with original undated stock powers
executed in blank.

                  (f) Financial Information. Receipt of financial information
regarding the Borrower and its subsidiaries, as may be requested by, and in each
case in form and substance satisfactory to the Administrative Agent and the
Lenders.

                  (g) Evidence of Insurance. Receipt of insurance certificates
or policies evidencing flood hazard insurance (for improvements located in areas
having "special flood hazards"), casualty insurance (including builders' risk
and all-risk permanent policies) and liability insurance conforming to the
requirements of this Credit Agreement and the other Credit Documents, showing
the Administrative Agent as loss payee with respect to the flood hazard and
casualty insurance, together with evidence of payment of premiums thereon.

                  (h) Absence of Legal Proceedings. The absence of any action ,
suit, investigation or proceeding pending in any court or before any arbitrator
or governmental instrumentality which could reasonably be expected to have a
Material Adverse Effect on the Consolidated Group taken as a whole.

                  (i) Corporate Documents. Receipt of the following (or their
equivalent) for each of the Credit Parties:

                           (i) Articles of Incorporation. Copies of the articles
         of incorporation or charter documents 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 approving and adopting the respective 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. Copies of the bylaws 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, where applicable, of (A)
         certificates of good standing, existence or its equivalent 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 in the aggregate have a Material


                                       50
<PAGE>


         Adverse Effect and (B) a certificate indicating payment of all
         corporate franchise taxes certified as of a recent date by the
         appropriate governmental taxing authorities.

                           (v) Officer's Certificate. An officer's certificate
         for each of the Credit Parties dated as of the Closing Date
         substantially in the form of Schedule 5.1(i)(v) with appropriate
         insertions and attachments.

                  (j) Fees. Receipt of all fees, if any, owing pursuant to the
Administrative Agent's Fee Letter, Section 3.5 or otherwise.


                  (k) Subsection 5.2 Conditions. The conditions specified in
Section 5.2 shall be satisfied.

                  (l) Additional Matters. All other documents and legal matters
in connection with the transactions contemplated by this Credit Agreement shall
be reasonably satisfactory in form and substance to the Agents and the Required
Lenders.

         5.2      Conditions to All Extensions of Credit.

         The obligation of each Lender to make any Extension of Credit hereunder
(including the initial Extension of Credit to be made hereunder) is subject to
the satisfaction of the following conditions precedent on the date of making
such Extension of Credit:

                  (a) Representations and Warranties. The representations and
warranties made by the Credit Parties herein or in any other Credit Documents or
which are contained in any certificate furnished at any time under or in
connection herewith shall be true and correct in all material respects on and as
of the date of such Extension of Credit as if made on and as of such date
(except for those which expressly relate to an earlier date).

                  (b) No Default or Event of Default. No Default or Event of
Default shall have occurred and be continuing on such date or after giving
effect to the Extension of Credit to be made on such date unless such Default or
Event of Default shall have been waived in accordance with this Credit
Agreement.

                  (c) No Bankruptcy Event. No Bankruptcy Event shall have
occurred and be continuing with respect to any of the Credit Parties.

                  (d) No Material Adverse Effect. No circumstances, events or
conditions shall have occurred since the date of the audited financial
statements referenced in Section 6.1 which could reasonably be expected to have
a Material Adverse Effect.

                  (e) Additional Conditions to Revolving Loans. If a Revolving
Loan is made pursuant to Section 2.1, all conditions set forth therein shall
have been satisfied.


                                       51
<PAGE>


                  (f) Additional Conditions to Letters of Credit. If such
Extension of Credit is made pursuant to Section 2.2, all conditions set forth
therein shall have been satisfied.

                  (g) Additional Conditions to Swingline Loans. If a Swingline
Loan is made pursuant to Section 2.3, all conditions set forth therein shall
have been satisfied.

         Each request for Extension of Credit (including extensions and
conversions) and each acceptance by the Borrower of an Extension of Credit
(including extensions and conversions) shall be deemed to constitute a
representation and warranty by the Borrower as of the date of such Extension of
Credit that the applicable conditions in paragraphs (a), (b), (c) and (d), and
in (e), (f) or (g) of this subsection have been satisfied.

         5.3      Conditions Subsequent to Closing.

         As of the Closing Date, it is the present intention of the Borrower, as
a general matter, to lease, rather than own, real property in its business. To
that end, the Borrower plans to market real property owned by it with an intent
to lease back the real property necessary and useful in its operations and to
dispose of real property which is not needed in the operation of its business.
The Borrower agrees that to the extent domestic members of the Consolidated
Group shall continue to own real property owned as of the Closing Date twelve
(12) months after the Closing Date, the following conditions subsequent shall be
satisfied:

                  (a) Execution of Mortgages. Receipt of multiple counterparts
of the Mortgages in each case executed by a duly authorized officer of each
party thereto and in each case conforming to the requirements of the Credit
Agreement.

                  (b) Surveys. Receipt of copies of recent ALTA surveys of each
of the Mortgaged Properties by registered engineers or land surveyors, in form
and detail (including the location of special flood hazard areas) acceptable to
the Administrative Agent.

                  (c) Title Policies. Receipt of standard ALTA mortgagee
policies insuring the priority of the Mortgages in amounts and from companies
acceptable to the Administrative Agent and the Required Lenders. The title
policies shall include only such exceptions as are acceptable to the
Administrative Agent. Copies of recorded documentation relating to all such
exceptions will be provided to the Administrative Agent.

                  (d) Appraisals. Receipt of appraisals of certain of the
Mortgaged Property, in form and content satisfactory to the Administrative
Agent.

                  (e) Environmental Reports. Receipt of copies of environmental
assessment reports and other environmental documentation, if any, relating to
the Mortgaged Properties, which reports shall be in form and detail and which
results and conclusions shall be satisfactory to the Administrative Agent and
the Required Lenders.


                                       52
<PAGE>


                                    SECTION 6

                         REPRESENTATIONS AND WARRANTIES

         To induce the Lenders to enter into this Credit Agreement and to make
Extensions of Credit herein provided for, each of the members of the
Consolidated Group parties hereto hereby represents and warrants to the
Administrative Agent and to each Lender that:

         6.1      Financial Condition.

         Each of the financial statements described below (copies of which have
heretofore been provided to the Administrative Agent for distribution to the
Lenders), have been prepared in accordance with GAAP consistently applied
throughout the periods covered thereby, are complete and correct in all material
respects and present fairly the financial condition and results from operations
of the entities and for the periods specified, subject in the case of interim
company-prepared statements to normal year-end adjustments:

                  (i) a consolidated and consolidating balance sheet of the
         Borrower and its consolidated subsidiaries dated as of April 26, 1997,
         together with related statements income and cash flows certified by
         Price Waterhouse LLP, certified public accountants; and

                  (ii) a consolidated and consolidating balance sheet of the
         Borrower and its consolidated subsidiaries dated as of January 24, 1998
         certified by Price Waterhouse LLP, certified public accountants.

         6.2      No Changes or Restricted Payments.

         Since the date of the financial statements referenced in Section
6.1(i), there has been no circumstance, development or event relating to or
affecting the members of the Consolidated Group which has had or would be
reasonably expected to have a Material Adverse Effect.

         6.3      Organization; Existence; Compliance with Law.

         Each of the members of the Consolidated Group (a) is duly organized,
validly existing in good standing under the laws of the jurisdiction of its
incorporation or organization, (b) has the corporate or other necessary power
and authority, and the legal right to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, other than in such jurisdictions where the failure to be so
qualified and in good standing would not, in the aggregate, have a Material
Adverse Effect, and (d) is in compliance with all Requirements of Law, except to
the extent that the failure to comply therewith would not, in the aggregate, be
reasonably expected to have a Material Adverse Effect.


                                       53
<PAGE>


         6.4      Power; Authorization; Enforceable Obligations.

         Each of the Credit Parties has the corporate or other necessary power
and authority, and the legal right, to make, deliver and perform the Credit
Documents to which it is a party and has taken all necessary corporate or other
action to authorize the execution, delivery and performance by it of the Credit
Documents to which it is a party. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with acceptance of extensions of credit
or the making of the guaranties hereunder or with the execution, delivery or
performance of any Credit Documents by the Credit Parties (other than those
which have been obtained, such filings as are required by the Securities and
Exchange Commission and to fulfill other reporting requirements with
Governmental Authorities) or with the validity or enforceability of any Credit
Document against the Credit parties (except such filings as are necessary in
connection with the perfection of the Liens created by such Credit Documents).
Each Credit Document to which it is a party constitutes a legal, valid and
binding obligation of such Credit Party enforceable against such Credit Party in
accordance with their respective terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law.

         6.5      No Legal Bar.

         The execution, delivery and performance of the Credit Documents, the
borrowings hereunder and the use of the Extensions of Credit will not violate
any Requirement of Law or any Contractual Obligation of any member of the
Consolidated Group (except those as to which waivers or consents have been
obtained), and will not result in, or require, the creation or imposition of any
Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or Contractual Obligation other than the Liens arising under
or contemplated in connection with the Credit Documents. No member of the
Consolidated Group is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect.

         6.6      No Material Litigation.

         No claim, litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the best knowledge of the
Credit Parties, threatened by or against, any members of the Consolidated Group
or against any of their respective properties or revenues which (a) relate to
the Credit Documents or any of the transactions contemplated hereby or thereby,
(b) if adversely determined, could reasonably be expected to have a Material
Adverse Effect. Set forth on Schedule 6.6 is a summary of all claims,
litigation, investigations and proceedings pending or, to the best knowledge of
the Credit Parties, threatened by or against the members of the Consolidated
Group or against any of their respective properties or revenues seeking damages
in excess of $100,000 in each case, and none of such actions, individually or in
the aggregate, is reasonably expected to have a Material Adverse Effect.


                                       54
<PAGE>


         6.7      No Default.

         No Default or Event of Default has occurred and is continuing.

         6.8      Ownership of Property; Liens.

         Each of members of the Consolidated Group has good record and
marketable title in fee simple to, or a valid leasehold interest in, all its
material real property, and good title to, or a valid leasehold interest in, all
its other material property, and none of such property is subject to any Lien,
except for Permitted Liens.

         6.9      Intellectual Property.

         Each of the members of the Consolidated Group owns, or has the legal
right to use, all United States trademarks, tradenames, copyrights, technology,
know-how and processes, if any, necessary for each of them to conduct its
business as currently conducted (the "Intellectual Property") except for those
the failure to own or have such legal right to use could not be reasonably
expected to have a Material Adverse Effect. No claim has been asserted and is
pending by any Person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such Intellectual
Property, nor does any Credit Party know of any such claim, and the use of such
Intellectual Property by the members of the Consolidated Group does not infringe
on the rights of any Person, except for such claims and infringements that in
the aggregate, could not be reasonably expected to have a Material Adverse
Effect.

         6.10     No Burdensome Restrictions.

         No Requirement of Law or Contractual Obligation of the members of the
Consolidated Group could be reasonably expected to have a Material Adverse
Effect.

         6.11     Taxes.

         Each of the members of the Consolidated Group has filed or caused to be
filed all United States federal income tax returns and all other material tax
returns which, to the best knowledge of the Credit Parties, are required to be
filed and has paid (a) all taxes shown to be due and payable on said returns or
(b) all taxes shown to be due and payable on any assessments of which it has
received notice made against it or any of its property and all other taxes, fees
or other charges imposed on it or any of its property by any Governmental
Authority (other than any (i) taxes, fees or other charges with respect to which
the failure to pay, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect or (ii) taxes, fees or other charges the amount or
validity of which are currently being contested and with respect to which
reserves in conformity with GAAP have been provided on the books of such
Person), and no tax Lien has been filed, and, to the best knowledge of the
Credit Parties, no claim is being asserted, with respect to any such tax, fee or
other charge.


                                       55
<PAGE>


         6.12     ERISA

         Except as could not reasonably be expected to have a Material Adverse
Effect:

         (a) To the knowledge of the Credit Parties, during the five-year period
prior to the date on which this representation is made or deemed made: (i) no
ERISA Event has occurred and no event or condition has occurred or exists as a
result of which any ERISA Event could reasonably be expected to occur, with
respect to any Plan; (ii) no "accumulated funding deficiency," as such term is
defined in Section 302 of ERISA and Section 412 of the Code, whether or not
waived, has occurred with respect to any Plan; (iii) each Plan has been
maintained, operated, and funded in compliance with its own terms and in
material compliance with the provisions of ERISA, the Code, and any other
applicable federal or state laws; and (iv) no lien in favor of the PBGC or a
Plan has arisen or is reasonably likely to arise on account of any Plan.

         (b) The actuarial present value of all "benefit liabilities" (as
defined in Section 4001(a)(16) of ERISA), whether or not vested, under each
Single Employer Plan, as of the last annual valuation date prior to the date on
which this representation is made or deemed made (determined, in each case, in
accordance with Financial Accounting Standards Board Statement 87, utilizing the
actuarial assumptions used in such Plan's most recent actuarial valuation
report), did not exceed as of such valuation date the fair market value of the
assets of such Plan.

         (c) No member of the Consolidated Group nor any ERISA Affiliate has
incurred, or, to the best knowledge of the Credit Parties, could be reasonably
expected to incur, any withdrawal liability under ERISA to any Multiemployer
Plan or Multiple Employer Plan. No member of the Consolidated Group nor any
ERISA Affiliate would become subject to any withdrawal liability under ERISA if
any member of the Consolidated Group or any ERISA Affiliate were to withdraw
completely from all Multiemployer Plans and Multiple Employer Plans as of the
valuation date most closely preceding the date on which this representation is
made or deemed made. No member of the Consolidated Group nor any ERISA Affiliate
has received any notification that any Multiemployer Plan is in reorganization
(within the meaning of Section 4241 of ERISA), is insolvent (within the meaning
of Section 4245 of ERISA), or has been terminated (within the meaning of Title
IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit
Parties, reasonably expected to be in reorganization, insolvent, or terminated.

         (d) No prohibited transaction (within the meaning of Section 406 of
ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has
occurred with respect to a Plan which has subjected or may subject any member of
the Consolidated Group or any ERISA Affiliate to any liability under Sections
406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any
agreement or other instrument pursuant to which any member of the Consolidated
Group or any ERISA Affiliate has agreed or is required to indemnify any person
against any such liability.

         (e) No member of the Consolidated Group nor any ERISA Affiliates has
any material liability with respect to "expected post-retirement benefit
obligations" within the meaning of the Financial Accounting Standards Board
Statement 106. Each Plan which is a welfare plan (as 


                                       56
<PAGE>


defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section
4980B of the Code apply has been administered in compliance in all material
respects of such sections.

         6.13     Governmental Regulations, Etc.

         (a) No part of the proceeds of the Extensions of Credit hereunder will
be used, directly or indirectly, for the purpose of purchasing or carrying any
"margin stock" within the meaning of Regulation U, or for the purpose of
purchasing or carrying or trading in any securities. If requested by any Lender
or the Administrative Agent, the Borrower will furnish to the Administrative
Agent and each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U. No indebtedness
being reduced or retired out of the proceeds of the Extensions of Credit
hereunder was or will be incurred for the purpose of purchasing or carrying any
margin stock within the meaning of Regulation U or any "margin security" within
the meaning of Regulation T. "Margin stock" within the meanings of Regulation U
does not constitute more than 25% of the value of the consolidated assets of the
Borrower and its Subsidiaries. None of the transactions contemplated by this
Credit Agreement (including, without limitation, the direct or indirect use of
the proceeds of the Loans) will violate or result in a violation of the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, or regulations issued pursuant thereto, or Regulation T, U or X.

         (b) None of the members of the Consolidated Group is subject to
regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act or the Investment Company Act of 1940, each as amended. In addition,
none of the members of the Consolidated Group 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" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

         (c) No director, executive officer or principal shareholder of any
member of the Consolidated Group is a director, executive officer or principal
shareholder of any Lender. For the purposes hereof the terms "director",
"executive officer" and "principal shareholder" (when used with reference to any
Lender) have the respective meanings assigned thereto in Regulation O issued by
the Board of Governors of the Federal Reserve System.

         (d) Each of the members of the Consolidated Group 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.

         (e) None of the members of the Consolidated Group is in violation of
any applicable statute, regulation or ordinance of the United States of America,
or of any state, city, town, municipality, county or any other jurisdiction, or
of any agency thereof (including without limitation, environmental laws and
regulations), which violation could reasonably be expected to have a Material
Adverse Effect.


                                       57
<PAGE>


         (f) Each of the members of the Consolidated Group is current with all
material reports and documents, if any, required to be filed with any state or
federal securities commission or similar agency and is in full compliance in all
material respects with all applicable rules and regulations of such commissions.

         6.14     Subsidiaries.

         Set forth on Schedule 6.14 are all the Subsidiaries of the Borrower at
the Closing Date, the jurisdiction of their incorporation and the direct or
indirect ownership interest of the Borrower therein.

         6.15     Purpose of Extensions of Credit.

         Extensions of Credit hereunder may be used to refinance existing 
indebtedness (including intercompany indebtedness owing to USOP), to 
finance working capital, capital expenditures and other lawful corporate 
purposes, including acquisitions permitted hereunder.

         6.16     Environmental Matters.

         Except as could not reasonably be expected to have a Material Adverse
Effect:

         (a) Each of the facilities and properties owned, leased or operated by
the members of the Consolidated Group (the "Properties") and, to the knowledge
of the Credit Parties, all operations at the Properties are in compliance with
all applicable Environmental Laws, and there is no violation of any
Environmental Law with respect to the Properties or the businesses operated by
the members of the Consolidated Group (the "Businesses"), and, to the knowledge
of the Credit Parties, there are no conditions relating to the Businesses or
Properties that could reasonably be expected to give rise to liability under any
applicable Environmental Laws.

         (b) None of the Properties contains, or, to the knowledge of the Credit
Parties, has previously contained, any Materials of Environmental Concern at, on
or under the Properties in amounts or concentrations that constitute or
constituted a violation of, or could reasonably be expected to give rise to
liability under, Environmental Laws.

         (c) None of the Credit Parties has received any written or verbal
notice of, or inquiry from any Governmental Authority regarding, any violation,
alleged violation, non-compliance, liability or potential liability regarding
environmental matters or compliance with Environmental Laws with regard to any
of the Properties or the Businesses, nor does any Credit Party have knowledge or
reason to believe that any such notice will be received or is being threatened.

         (d) To the knowledge of the Credit Parties, Materials of Environmental
Concern have not been transported or disposed of from the Properties, or
generated, treated, stored or disposed of at, on or under any of the Properties
or any other location, in each case by or on behalf any


                                       58
<PAGE>


members of the Consolidated Group in violation of, or in a manner that would be
reasonably likely to give rise to liability under, any applicable Environmental
Law.

         (e) No judicial proceeding or governmental or administrative action is
pending or, to the knowledge of any Credit Party, threatened, under any
Environmental Law to which any member of the Consolidated Group is or is
reasonably likely to be named as a party, nor are there any consent decrees or
other decrees, consent orders, administrative orders or other orders, or other
administrative or judicial requirements outstanding under any Environmental Law
with respect to any member of the Consolidated Group, the Properties or the
Businesses.

         (f) To the knowledge of the Credit Parties, there has been no release
or, threat of release of Materials of Environmental Concern at or from the
Properties, or arising from or related to the operations (including, without
limitation, disposal) of any member of the Consolidated Group in connection with
the Properties or otherwise in connection with the Businesses, in violation of
or in amounts or in a manner that could reasonably be expected to give rise to
liability under Environmental Laws.

                                    SECTION 7

                              AFFIRMATIVE COVENANTS

         Each of the Credit Parties covenants and agrees that on the Closing
Date, and so long as this Credit Agreement is in effect and until the
Commitments have been terminated, no Obligations remain outstanding and all
amounts owing hereunder or in connection herewith have been paid in full, each
of the members of the Consolidated Group party hereto shall:

         7.1      Financial Statements.

         Furnish, or cause to be furnished, to the Administrative Agent for
distribution to the Lenders:

                  (a) Audited Financial Statements. As soon as available, but in
         any event within 120 days after the end of each fiscal year, an audited
         consolidated balance sheet of the Borrower and its subsidiaries as of
         the end of the fiscal year and the related consolidated statements of
         income, retained earnings, shareholders' equity and cash flows for the
         year, audited by Price Waterhouse LLP, or other firm of independent
         certified public accountants of nationally recognized standing
         reasonably acceptable to the Required Lenders, setting forth in each
         case in comparative form the figures for the previous year, reported
         without a "going concern" or like qualification or exception, or
         qualification indicating that the scope of the audit was inadequate to
         permit such independent certified public accountants to certify such
         financial statements without such qualification.

                  (b) Company-Prepared Financial Statements. As soon as
available, but in any event


                                       59
<PAGE>


                           (i) within 50 days after the end of each of the first
                  three fiscal quarters, a company-prepared consolidated balance
                  sheet of the Borrower and its subsidiaries as of the end of
                  the quarter and related company-prepared consolidated
                  statements of income, retained earnings, shareholders' equity
                  and cash flows for such quarterly period and for the fiscal
                  year to date;

                           (ii) within 60 days after the end of the fourth
                  fiscal quarter, a company-prepared consolidated balance sheet
                  of the Borrower and its subsidiaries as of the end of the
                  quarter and related company-prepared consolidated statements
                  of income, retained earnings, shareholders' equity and cash
                  flows for such quarterly period and for the fiscal year to
                  date;

                           (iii) Prior to the end of each fiscal year, an annual
                  business plan and budget for the members of the Consolidated
                  Group, containing, among other things, pro forma financial
                  statements for the next fiscal year,

         in each case setting forth in comparative form the consolidated figures
         for the corresponding period or periods of the preceding fiscal year or
         the portion of the fiscal year ending with such period, as applicable,
         in each case subject to normal recurring year-end audit adjustments.

All such financial statements shall be complete and correct in all material
respects (subject, in the case of interim statements, to normal recurring
year-end audit adjustments) and shall be prepared in reasonable detail and, in
the case of the annual and quarterly financial statements provided in accordance
with subsections (a) and (b) above, in accordance with GAAP (subject to the
adjustments specified in Section 1.3) applied consistently throughout the
periods reflected therein and further accompanied by a description of, and an
estimation of the effect on the financial statements on account of, a change in
the application of accounting principles as provided in Section 1.3.

         7.2      Certificates; Other Information.

         Furnish, or cause to be furnished, to the Administrative Agent for
distribution to the Lenders:

                  (a) Accountant's Certificate and Reports. Concurrently with
         the delivery of the financial statements referred to in subsection
         7.1(a) above, a certificate of the independent certified public
         accountants reporting on such financial statements stating that in
         making the examination necessary therefor no knowledge was obtained of
         any Default or Event of Default with respect to the financial covenants
         contained in Section 7.9, except as specified in such certificate.

                  (b) Officer's Certificate. Concurrently with the delivery of
         the financial statements referred to in Sections 7.1(a) and 7.1(b)
         above, a certificate of a Responsible


                                       60
<PAGE>


         Officer stating that, to the best of such Responsible Officer's
         knowledge and belief, (i) the financial statements fairly present in
         all material respects the financial condition of the parties covered by
         such financial statements, (ii) during such period the members of the
         Consolidated Group have observed or performed in all material respects
         the covenants and other agreements hereunder and under the other Credit
         Documents relating to them, and satisfied in all material respects the
         conditions, contained in this Credit Agreement to be observed,
         performed or satisfied by them, and (iii) such Responsible Officer has
         obtained no knowledge of any Default or Event of Default except as
         specified in such certificate. Such certificate shall include the
         calculations required to indicate compliance with Section 7.9. A form
         of Officer's Certificate is attached as Schedule 7.2(b).

                  (c) Accountants' Reports. Promptly upon receipt, a copy of any
         final (as distinguished from a preliminary or discussion draft)
         "management letter" or other similar report submitted by independent
         accountants or financial consultants to the members of the Consolidated
         Group in connection with any annual, interim or special audit.

                  (d) Capital Budget Reports. Annually, within 30 days after the
         end of each fiscal year, a capital expenditures budget for the
         Consolidated Group, and quarterly within 45 days after the end of each
         fiscal quarter, a report of capital expenditures, asset sales and
         dispositions (including sale-leasebacks and the terms thereof) and
         reinvestment of net proceeds thereof for the fiscal quarter and
         including information for the fiscal year-to-date and a comparison
         against both the prior fiscal year and the capital budget, in form
         reasonably acceptable to the Administrative Agent, demonstrating, among
         other things, compliance with the provisions of Sections 3.4(b), 7.9(d)
         and 8.4(b).

                  (e) Public Information. Within thirty days after the same are
         sent, copies of all reports (other than those otherwise provided
         pursuant to subsection 7.1) and other financial information which any
         member of the Consolidated Group sends to its public stockholders, and
         within thirty days after the same are filed, copies of all financial
         statements and non-confidential reports which any member of the
         Consolidated Group may make to, or file with, the Securities and
         Exchange Commission or any successor or analogous Governmental
         Authority.

                  (f) Other Information. Promptly, such additional financial and
         other information as the Administrative Agent, at the request of any
         Lender, may from time to time reasonably request.

         7.3      Notices.

         Give notice to the Administrative Agent (which shall promptly transmit
such notice to each Lender) of:


                                       61
<PAGE>


                  (a) Defaults. Immediately (and in any event within two (2)
         Business Days) after a Responsible Officer of any Credit Party acquires
         actual knowledge of the occurrence of any Default or Event of Default.

                  (b) Contractual Obligations. Promptly, the occurrence of any
         default or event of default by any member of the Consolidated Group
         under any Contractual Obligation to which it is a party which could
         reasonably be expected to have a Material Adverse Effect.

                  (c) Legal Proceedings. Promptly, any litigation, or any
         investigation or proceeding (including without limitation, any
         environmental proceeding) of which any member of the Consolidated Group
         has knowledge, or any material development in respect thereof of which
         any member of the Consolidated Group has knowledge, affecting any
         member of the Consolidated Group which has a reasonable possibility of
         an adverse determination, is not covered by insurance and could
         reasonably be expected to have a Material Adverse Effect.

                  (d) ERISA. Promptly, after any Responsible Officer of the
         Borrower knows or has reason to know of the likely occurrence of a
         Material Adverse Effect as a result of (i) any event or condition,
         including, but not limited to, any Reportable Event, that constitutes,
         or can reasonably be expected to lead to, an ERISA Event; (ii) with
         respect to any Multiemployer Plan, the receipt of notice as prescribed
         in ERISA or otherwise of any withdrawal liability assessed against any
         of their ERISA Affiliates, or of a determination that any Multiemployer
         Plan is in reorganization or insolvent (both within the meaning of
         Title IV of ERISA); (iii) the failure to make full payment on or before
         the due date (including extensions) thereof of all amounts which the
         members of the Consolidated Group or any ERISA Affiliate are required
         to contribute to each Plan pursuant to its terms and as required to
         meet the minimum funding standard set forth in ERISA and the Code with
         respect; or (iv) any change in the funding status of any Plan that
         reasonably could be expected to have a Material Adverse Effect;
         together with a description of any such event or condition or a copy of
         any such notice and a statement by the chief financial officer of the
         Borrower briefly setting forth the details regarding such event,
         condition, or notice, and the action, if any, which has been or is
         being taken or is proposed to be taken by the Credit Parties with
         respect thereto. Promptly upon request, the members of the Consolidated
         Group shall furnish the Administrative Agent and the Lenders with such
         additional information concerning any Plan as may be reasonably
         requested, including, but not limited to, copies of each annual
         report/return (Form 5500 series), as well as all schedules and
         attachments thereto required to be filed with the Department of Labor
         and/or the Internal Revenue Service pursuant to ERISA and the Code,
         respectively, for each "plan year" (within the meaning of Section 3(39)
         of ERISA).

                  (e) Other. Promptly, any other development or event which a
         Responsible Officer of the Borrower determines could reasonably be
         expected to have a Material Adverse Effect.


                                       62
<PAGE>


Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the relevant Credit Parties propose
to take with respect thereto.

         7.4      Payment of Obligations.

         Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, in accordance with prudent business
practice (subject, where applicable, to specified grace periods) all material
obligations of each member of the Consolidated Group of whatever nature and any
additional costs that are imposed as a result of any failure to so pay,
discharge or otherwise satisfy such obligations, except when the amount or
validity of such obligations and costs is currently being contested in good
faith by appropriate proceedings and reserves, if applicable, in conformity with
GAAP with respect thereto have been provided on the books of the Consolidated
Group, as the case may be.

         7.5      Conduct of Business and Maintenance of Existence.

         Continue to engage in business of the same general type as now
conducted by it on the date hereof and similar or related businesses with, and
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all rights, privileges, licenses and
franchises necessary or desirable in the normal conduct of its business; comply
with all Contractual Obligations and Requirements of Law applicable to it except
to the extent that failure to comply therewith would not, in the aggregate, have
a Material Adverse Effect.

         7.6      Maintenance of Property; Insurance.

         Keep all material property used in its business in reasonably good
working order and condition (ordinary wear and tear excepted); maintain with
financially sound and reputable insurance companies casualty, liability and such
other insurance (which may include plans of self-insurance) with such coverage
and deductibles, and in such amounts as are consistent with prudent business
practice and in any event consistent with normal industry practice (except to
any greater extent as may be required by the terms of any of the other Credit
Documents); and furnish to the Administrative Agent, upon written request, full
information as to the insurance carried.

         7.7      Inspection of Property; Books and Records; Discussions.

         Keep proper books of records and account in which full, true and
correct entries in conformity with GAAP and all Requirements of Law shall be
made of all dealings and transactions in relation to its businesses and
activities; and permit, during regular business hours and upon reasonable notice
by the Administrative Agent, the Administrative Agent to visit and inspect any
of its properties and examine and make abstracts (including photocopies) from
any of its books and records (other than materials protected by the
attorney-client privilege or materials which the Credit Parties may not disclose
without violation of a confidentiality obligation binding upon them) at any
reasonable time, and to discuss the business, operations, properties


                                       63
<PAGE>


and financial and other condition of the members of the Consolidated Group with
officers and employees of the members of the Consolidated Group and with their
independent certified public accountants. The cost of the inspection referred to
in the preceding sentence shall be for the account of the Lenders unless an
Event of Default has occurred and is continuing, in which case the cost of such
inspection shall be for the account of the Credit Parties.

         7.8      Environmental Laws.

         (a) Comply in all material respects with, and take reasonable actions
to ensure compliance in all material respects by all tenants and subtenants, if
any, with, all applicable Environmental Laws and obtain and comply in all
material respects with and maintain, and take reasonable actions to ensure that
all tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect;

         (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws except to the extent that the same are being contested in good faith by
appropriate proceedings and the failure to do or the pendency of such
proceedings could not reasonably be expected to have a Material Adverse Effect;
and

         (c) Defend, indemnify and hold harmless the Administrative Agent and
the Lenders, and their respective employees, agents, officers and directors,
from and against any and all claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or
unknown, contingent or otherwise, arising out of, or in any way relating to the
violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of the members of the Consolidated Group or the
Properties, or any orders, requirements or demands of Governmental Authorities
related thereto, including, without limitation, reasonable attorney's and
consultant's fees, investigation and laboratory fees, response costs, court
costs and litigation expenses, except to the extent that any of the foregoing
arise out of the gross negligence or willful misconduct of the party seeking
indemnification therefor. The agreements in this paragraph shall survive
repayment of the Loans and all other amounts payable hereunder, and termination
of the Commitments.

         7.9      Financial Covenants.

                  (a) Consolidated Leverage Ratio. As of the end of each fiscal
quarter, the Consolidated Leverage Ratio shall be not greater than

<TABLE>
<CAPTION>

         <S>                                                                                                  <C>
         for the fiscal quarter ending on or about October 30, 1998                                           4.30:1.0

         for the fiscal quarter ending on or about July 30 of each year thereafter                            4.75:1.0

         for each other fiscal quarter ending after the fiscal quarter ending on or about October 30, 1998    4.0:1.0

</TABLE>


                                       64
<PAGE>


         (b) Consolidated Fixed Charge Coverage Ratio. As of the end of each
fiscal quarter to occur during the periods shown, the Consolidated Fixed Charge
Coverage Ratio shall be not less than 3.0:1.0.

         (c) Consolidated Net Worth. As of the end of each fiscal quarter (after
giving effect to the IPO), Consolidated Net Worth shall be not less than
$90,000,000 plus the net cash proceeds from the IPO plus on the last day of each
fiscal quarter to occur after the Closing Date, 50% of Consolidated Net Income
for the fiscal quarter then ended, such increases to be cumulative, plus 100% of
the net proceeds from Equity Transactions occurring after the Closing Date.

         (d) Capital Expenditures. Members of the Consolidated Group will not
make Capital Expenditures in any fiscal year in excess of:

<TABLE>
<CAPTION>

                  <S>                                <C>
                  Fiscal year 1998                    $5,000,000
                  Fiscal year 1999                    $6,000,000
                  Fiscal year 2000                    $7,000,000
                  Fiscal year 2001                    $8,000,000
                  Fiscal year 2002                    $9,000,000
                  Fiscal year 2003                   $10,000,000

</TABLE>

The unused portion of Capital Expenditures permitted but not used in any fiscal
year may be carried over and used in the next fiscal year (one-year carry-over).

         7.10     Agency Fees.

         Pay to the Administrative Agent the annual agency fee and comply with
the other agreements provided for in the Administrative Agent's Fee Letter.

         7.11     Additional Guaranties and Stock Pledges.

         (a) Domestic Subsidiaries. Where Domestic Subsidiaries of the Borrower
which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall
at any time constitute more than (the "Threshold Requirement"):

                  (i) in any instance for any such Non-Guarantor Subsidiary,
         five percent (5%) of consolidated assets for the Consolidated Group or
         five percent (5%) of consolidated revenues for the Consolidated Group,
         or

                  (ii) in the aggregate for all such Non-Guarantor Subsidiaries,
         ten percent (10%) of consolidated assets for the Consolidated Group or
         ten percent (10%) of consolidated revenues for the Consolidated Group,


                                       65
<PAGE>


then the Borrower shall (i) promptly notify the Administrative Agent thereof,
and promptly cause such Domestic Subsidiary or Subsidiaries to become a
Guarantor by execution of a Joinder Agreement, such that immediately after
joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in
any instance, or collectively, exceed the Threshold Requirement, (ii) deliver
with the Joinder Agreement, supporting resolutions, incumbency certificates,
corporate formation and organizational documentation and opinions of counsel as
the Administrative Agent may reasonably request, and (iii) deliver stock
certificates and related pledge agreements or pledge joinder agreements
evidencing the pledge of 100% of the Voting Stock of all Domestic Subsidiaries
(whether or not they are Guarantors) and 65% of the Voting Stock of all Foreign
Subsidiaries, together with undated stock transfer powers executed in blank.

         (b) Foreign Subsidiaries. At any time any Person becomes a Foreign
Subsidiary, the Borrower will promptly notify the Administrative Agent thereof
and cause (i) delivery of supporting resolutions, incumbency certificates,
corporation formation and organizational documentation and opinions of counsel
as the Administrative Agent may reasonably request, and (ii) delivery of stock
certificates (where required for perfection under local law) and a related
pledge agreement or pledge joinder agreement evidencing the pledge of 65% of the
Voting Stock of such Foreign Subsidiary and of 65% of the Voting Stock of each
of its Domestic Subsidiaries and 65% of the Voting Stock of each of its Foreign
Subsidiaries, together in each case with undated stock transfer powers executed
in blank.

         7.12     Ownership of Subsidiaries.

         Except to the extent otherwise permitted in Section 8.4(b) and Section
8.7 and to the extent as would not cause a Change of Control and except as set
forth on Schedule 6.14, the Borrower shall, directly or indirectly, own at all
times 100% of the Voting Stock of each of its Subsidiaries.

         7.13     Use of Proceeds.

         Extensions of Credit will be used solely for the purposes provided in
Section 6.15.

         7.14     Year 2000 Compatibility.

         Take all action necessary to assure that its computer based systems are
able to operate and effectively process data including dates on and after
January 1, 2000, and, at the reasonable request of the Administrative Agent or
the Required Lenders, provide evidence to the Lenders of such year 2000
compatibility.

         7.15     Further Assurances in respect of Assumed Mortgage
 Indebtedness.

         As of the Closing Date, it is the present intention of the Borrower, as
a general matter, to lease, rather than own, real property in its business. To
that end, the Borrower plans to market real property owned by it with an intent
to lease back the real property necessary and useful in its operations and to
dispose of real property which is not needed in the operation of its business.


                                       66
<PAGE>


Consistent with this approach, the Borrower agrees that in respect of real
property constituting an acquisition permitted under Section 8.4, including such
real property which is subject to a mortgage lien permitted hereunder ("Acquired
Real Property"), it will, and will cause its Domestic Subsidiaries to, sell and
lease-back or sell and dispose of such Acquired Real Property, within 18 months
from the date of acquisition, in the case of Acquired Real Property with a fair
market value of less than $5 million for any individual property, and within 12
months from the date of acquisition in the case of Acquired Real Property with a
fair market value of $5 million or more for any individual property (the
"Acquired Real Property Disposition Period"). In the event that any Acquired
Real Property remains at the end of the applicable Acquired Real Property
Disposition Period, (i) in the case of properties with a fair market value of $5
million or more for any individual property, the Borrower will cause such
properties to be released from the mortgage Liens in favor of other lenders, if
any, and grant mortgage Liens in favor of the Administrative Agent to secure the
Obligations hereunder, together with the items referenced in Section 5.3; and
(ii) in the case of properties with a fair market value of less than $5 million
for any individual property, then if and to the extent the fair market value of
all such properties shall exceed $15 million in the aggregate, the Borrower will
cause a sufficient number of such properties to be released from the mortgage
Liens in favor of other lenders, if any, and grant mortgage Liens in favor of
the Administrative Agent to secure the Obligations hereunder, together with the
items referenced in Section 5.3, such that after giving effect thereto the fair
market value of such properties not subject to the mortgage Liens in favor of
the Administrative Agent to secure the Obligations hereunder shall not exceed
$15 million in the aggregate. Failure to release Acquired Real Property from the
mortgage Liens and to provide mortgage Liens in favor of the Administrative
Agent to secure the Obligations as required hereunder (together with the other
items referenced in Section 5.3) by the end of the Acquired Real Property
Disposition Period will constitute a default under Section 8.2, in the absence
of a consent by the Required Lenders.

                                    SECTION 8

                               NEGATIVE COVENANTS

         Each of the Credit Parties covenants and agrees that on the Closing
Date, and so long as this Credit Agreement is in effect and until the
Commitments have been terminated, no Obligations remain outstanding and all
amounts owing hereunder or in connection herewith, have been paid in full, no
member of the Consolidated Group shall:

         8.1      Indebtedness.

         Contract, create, incur, assume or permit to exist any Indebtedness,
except:

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


                                       67
<PAGE>


                  (b) Indebtedness set forth in Schedule 8.1, and renewals,
         refinancings and extensions thereof on terms and conditions no less
         favorable than for such existing Indebtedness;

                  (c) Capital Lease Obligations and Indebtedness incurred, in
         each case, to provide all or a portion of the purchase price or costs
         of construction of an asset or, in the case of a sale/leaseback
         transaction as described in Section 8.11, to finance the value of such
         asset owned by a member of the Consolidated Group, provided that (i)
         such Indebtedness when incurred shall not exceed the purchase price or
         cost of construction of such asset or, in the case of a sale/leaseback
         transaction, the fair market value of such asset, (ii) no such
         Indebtedness shall be refinanced for a principal amount in excess of
         the principal balance outstanding thereon at the time of such
         refinancing plus the reasonable expenses of such refinancing, and (iii)
         the total amount of all such Indebtedness shall not exceed $5,000,000
         at any time outstanding;

                  (d) Indebtedness and obligations in connection with Permitted
         Securitization Transactions; provided that the total Attributed
         Principal Amount for all such financings shall not exceed $50,000,000
         at any time;

                  (e) Indebtedness and obligations owing under interest rate
         protection agreements relating to the Obligations hereunder and under
         interest rate, commodities and foreign currency exchange protection
         agreements entered into in the ordinary course of business to manage
         existing or anticipated risks and not for speculative purposes;

                  (f) unsecured intercompany Indebtedness owing by a member of
         the Consolidated Group to another member of the Consolidated Group;

                  (g) Subordinated Debt of the Borrower;

                  (h) mortgage Indebtedness assumed in connection with an
         acquisition permitted under Section 8.4, and any refinancing,
         refunding, renewal or extension thereof, provided that (i) such
         Indebtedness was in existence as of the date of the acquisition and was
         not incurred or assumed in contemplation thereof, (ii) the amount of
         any such mortgage Indebtedness shall not be increased in connection
         with any refinancing, refunding, renewal or extension (exclusive of
         reasonable premiums, fees and expenses in connection therewith), and
         (iii) the Borrower shall be compliance with the requirements of Section
         7.15;

                  (i) other unsecured Indebtedness of the Borrower of up to 
         $5,000,000 in the aggregate at any time outstanding; and

                  (j) Support Obligations with respect to Indebtedness permitted
         under this Section 8.1.


                                       68
<PAGE>


         8.2      Liens.

         Contract, create, incur, assume or permit to exist any Lien with
respect to any of their respective property or assets of any kind (whether real
or personal, tangible or intangible), whether now owned or hereafter acquired,
except for Permitted Liens.

         8.3      Nature of Business.

         Alter the character of their business in any material respect from that
conducted as of the Closing Date and similar or related businesses.

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

Other than those transactions contemplated in the Borrower's Form S-1
Registration Statement under the Securities Act of 1933 with respect to the IPO,

                  (a) Enter into a transaction of merger or consolidation,
         except

                           (i) a member of the Consolidated Group may be a party
         to a transaction of merger or consolidation with another member of the
         Consolidated Group, provided that (A) if the Borrower is a party
         thereto, it shall be the surviving corporation, (B) if a Guarantor is a
         party thereto and the Borrower is not a party thereto, a Guarantor
         shall be the surviving corporation or the surviving corporation shall
         be a Domestic Subsidiary and shall become a Guarantor hereunder as an
         Additional Credit Party pursuant to Section 7.11 concurrently
         therewith, and (C) no Default or Event of Default shall exist either
         immediately prior to or immediately after giving effect thereto; and

                           (ii) a member of the Consolidated Group (other than
         the Borrower) may be a party to a transaction of merger or
         consolidation with any other Person, provided that (A) the provisions
         of Section 7.11 regarding joinder of certain Subsidiaries as Additional
         Credit Parties hereunder shall be complied with, (B) no Default or
         Event of Default shall exist either immediately prior to or immediately
         after giving effect thereto, and (C) the provisions of subsection (c)
         of this Section shall be complied with.

                  (b) Sell, lease, transfer or otherwise dispose of assets,
property and/or operations (including any sale-leaseback transaction, but
excluding the sale of inventory in the ordinary course of business, the sale or
disposition of plant, property and equipment which is no longer useful in the
business or as to which the proceeds therefrom are reinvested in plant, property
and equipment within six months thereof), other than to another Credit Party,
which

                           (i) in the aggregate in any fiscal year shall
         constitute more than ten percent (10%) of total assets for the
         Consolidated Group as of the immediately preceding fiscal year, or in
         the aggregate in any fiscal year shall account for more than ten
         percent (10%) of Consolidated Net Income for the immediately preceding
         fiscal year; or


                                       69
<PAGE>


                           (ii) would cause a Default or Event of Default to
exist after giving effect thereto on a Pro Forma Basis,

without the prior written consent of the Required Lenders (which consent shall
not be unreasonably withheld or delayed).

                  (c) Acquire all or any portion of the capital stock or other
ownership interest in any Person which is not a Subsidiary or all or any
substantial portion of the assets, property and/or operations of a Person which
is not a Subsidiary, without the prior written consent of the Required Lenders
(which consent shall not be unreasonably withheld or delayed), unless

                           (i) in the case of an acquisition of capital stock or
         other ownership interest after giving effect thereto, such Person will
         not be a Subsidiary, then such acquisition will not cause a violation
         of Section 8.5;

                           (ii) in the case of an acquisition of capital stock
         or other ownership interest, after giving effect thereto, such Person
         will be a Subsidiary, or in the case of an acquisition of assets,
         property and/or operations, then

                                    (A) the cost of any such acquisition 
         (or series of related transactions) shall not exceed $50 million in any
         instance;

                                    (B) the acquisition is in the same or a
         similar or related line of business as that of the Credit Parties;

                                    (C) the Board of Directors of the Person
         which is the subject of the acquisition shall have approved the
         acquisition; and

                                    (D) no Default or Event of Default would
         exist after giving effect thereto on a Pro Forma Basis.

                  (d) In the case of the Borrower and any Subsidiary which is
not wholly-owned, liquidate, wind-up or dissolve, whether voluntarily or
involuntarily (or suffer to permit any such liquidation or dissolution).

         8.5      Advances, Investments and Loans.

         Lend money or extend 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, or otherwise make an Investment in, any Person
except for Permitted Investments.

         8.6      Transactions with Affiliates.

         Enter into or permit to exist any transaction or series of
transactions, whether or not in the ordinary course of business, with any
officer, director, shareholder or Affiliate other than (i) 


                                       70
<PAGE>


transactions permitted by Section 8.1, Section 8.4(b), Section 8.5 or Section
8.10, (ii) customary fees and expenses paid to directors, (iii) transactions
between the Borrower and a wholly owned Domestic Guarantor, (iv) transactions
pursuant to agreements existing as of the Closing Date and set forth on Schedule
8.6 hereto [to include Ledecky Services Agreement described on p. 38 of Form
S-1], and (v) any other transaction that is on terms and conditions
substantially as favorable as would be obtainable in a comparable arm's-length
transaction with a Person other than an officer, director, shareholder or
Affiliate.

         8.7      Ownership of Equity Interests.

         Issue, sell, transfer, pledge or otherwise dispose of any partnership
interests, shares of capital stock or other equity or ownership interests
("Equity Interests") in any member of the Consolidated Group, except (i)
issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary
of such Credit Party, (ii) in connection with a transaction permitted by Section
8.4, or (iii) as needed to qualify directors under applicable law.

         8.8      Fiscal Year.

         Change its fiscal year end from the last Saturday in April of each
year.

         8.9      Prepayments of Indebtedness, etc.

         (a) After the issuance thereof, amend or modify (or permit the
amendment or modification of), the terms of any other Indebtedness in a manner
adverse to the interests of the Lenders (including specifically shortening any
maturity or average life to maturity or requiring any payment sooner than
previously scheduled or increasing the interest rate or fees applicable
thereto);

         (b) Make any prepayment, redemption, defeasance 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 refund, refinance or exchange of any Funded Debt (other than the
Obligations or intercompany Indebtedness permitted hereunder) other than (a)
regularly scheduled payments of principal and interest, (b) Funded Debt having
an interest rate in excess of the Base Rate, and (c) other Funded Debt not
exceeding $250,000 in any instance and $500,000 in the aggregate in any calendar
year.

         8.10     Restricted Payments.

         Make or permit any Restricted Payments, unless and to the extent that
no Default or Event of Default shall exist immediately prior or after giving
effect thereto on a Pro Forma Basis.

         8.11     No Further Negative Pledges.

         Except with respect to prohibitions against other encumbrances on
specific Property encumbered to secure payment of particular Indebtedness (which
Indebtedness relates solely to 


                                       71
<PAGE>


such specific Property, and improvements and accretions thereto, and is
otherwise permitted hereby), no member of the Consolidated Group will enter
into, assume or become subject to any agreement prohibiting or otherwise
restricting the creation or assumption of any Lien upon its material properties
or assets, whether now owned or hereafter acquired, or requiring the grant of
any material security for such obligation if security is given for some other
obligation.

                                    SECTION 9

                                EVENTS OF DEFAULT

         9.1      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 and such default shall continue for the lesser
        of three (3) Business Days or until the Termination Date; or

                  (ii) default, and such defaults shall continue for three (3)
        or more Business Days, in the payment when due of any interest on the
        Loans or on any reimbursement obligations arising from drawings under
        Letters of Credit, or of any Fees or other amounts owing hereunder,
        under any of the other Credit Documents or in connection herewith or
        therewith; or

         (b) Representations. Any representation, warranty or statement made or
deemed to be made 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.

                  (i) Default in the due performance or observance of any term,
        covenant or agreement contained in Section 7.3(a), 7.9, 7.11, 7.13 or
        8.1 through 8.12, inclusive, or any condition contained in Section 5.3;

                  (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) of this Section 9.1) 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


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<PAGE>


         (d) Other Credit Documents. (i) Any Credit Party shall default in the
due performance or observance of any material term, covenant or agreement in any
of the other Credit Documents (subject to applicable grace or cure periods, if
any), or (ii) except as to the Credit Party which is dissolved, released or
merged or consolidated out of existence as the result of or in connection with a
dissolution, merger or disposition permitted by Section 8.4(a), Section 8.4(b)
or Section 8.4(c), any Credit Document shall fail to be in full force and effect
or to give the Administrative Agent and/or the Lenders any material part of the
Liens, rights, powers and privileges purported to be created thereby; or

         (e) Guaranties. Except as to the Credit Party which is dissolved,
released or merged or consolidated out of existence as the result of or in
connection with a dissolution, merger or disposition permitted by Section
8.4(a), Section 8.4(b) or Section 8.4(c), the guaranty given by any Guarantor
hereunder or any material provision thereof shall cease to be in full force and
effect, or any Guarantor hereunder 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 (subject to applicable grace or cure
period, if any) 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. Any Bankruptcy Event shall occur with respect to
any Credit Party; 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 Consolidated Group taken as a whole, (A) (1)
any member of the Consolidated Group shall default in any payment (beyond the
applicable grace period with respect thereto, if any) with respect to any such
Indebtedness, or (2) the occurrence and continuance of a 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 (B) 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. Any member of the Consolidated Group shall fail within
60 days of the date due and payable to pay, bond or otherwise discharge any
judgment, settlement or order for the payment of money which judgment,
settlement or order, when aggregated with all other such judgments, settlements
or orders due and unpaid at such time, exceeds $1,000,000, and which is not
covered by insurance, stayed on appeal (or for which no motion for stay is
pending) or is not otherwise being executed; or

         (i) ERISA. Any of the following events or conditions, if such event or
condition could reasonably be expected to have a Material Adverse Effect: (1)
any "accumulated funding 


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<PAGE>


deficiency," as such term is defined in Section 302 of ERISA and Section 412 of
the Code, whether or not waived, shall exist with respect to any Plan, or any
lien shall arise on the assets of a member of the Consolidated Group or any
ERISA Affiliate in favor of the PBGC or a Plan; (2) an ERISA Event shall occur
with respect to a Single Employer Plan, which is, in the reasonable opinion of
the Administrative Agent, likely to result in the termination of such Plan for
purposes of Title IV of ERISA; (3) an ERISA Event shall occur with respect to a
Multiemployer Plan or Multiple Employer Plan, which is, in the reasonable
opinion of the Administrative Agent, likely to result in (i) the termination of
such Plan for purposes of Title IV of ERISA, or (ii) a member of the
Consolidated Group or any ERISA Affiliate incurring any liability in connection
with a withdrawal from, reorganization of (within the meaning of Section 4241 of
ERISA), or insolvency of (within the meaning of Section 4245 of ERISA) such
Plan; or (4) any prohibited transaction (within the meaning of Section 406 of
ERISA or Section 4975 of the Code) or breach of fiduciary responsibility shall
occur which may subject a member of the Consolidated Group or any ERISA
Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA
or Section 4975 of the Code, or under any agreement or other instrument pursuant
to which a member of the Consolidated Group or any ERISA Affiliate has agreed or
is required to indemnify any person against any such liability; or

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

         9.2      Acceleration; Remedies.

         Upon the occurrence and during the continuance of an Event of Default,
and at any time thereafter, the Administrative Agent shall, upon the request and
direction of the Required Lenders, by written notice to the Credit Parties take
any of the following actions:

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

                  (ii) Acceleration. Declare the unpaid principal of and any
        accrued interest in respect of all Loans, any reimbursement obligations
        arising from drawings under Letters of Credit and any and all other
        indebtedness or obligations of any and every kind owing by the Credit
        Parties to the Administrative Agent and/or any of the Lenders 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 each of the Credit Parties.

                  (iii) Cash Collateral. Direct the Borrowers to pay (and each
        Borrower agrees that upon receipt of such notice, or upon the occurrence
        of an Event of Default under Section 9.1(f), it will immediately pay) to
        the Administrative Agent additional cash, to be held by the
        Administrative Agent, for the benefit of the Lenders, in a cash
        collateral account as additional security for the LOC Obligations in
        respect of 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.


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<PAGE>


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

Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(f) shall occur, then (a) if such Event of Default occurs with respect to the
Borrower, (i) with respect to the Borrower, the Commitments shall automatically
terminate and all Loans, all reimbursement obligations arising from drawings
under Letters of Credit, all accrued interest in respect thereof, all accrued
and unpaid Fees and other indebtedness or obligations owing to the
Administrative Agent and/or any of the Lenders hereunder automatically shall
immediately become due and payable without presentment, demand, protest or the
giving of any notice or other action by the Administrative Agent or the Lenders,
all of which are hereby waived by the Credit Parties, and (ii) with respect to
any other Credit Party, all obligations of such Credit Party hereunder
automatically shall immediately become due and payable without presentment,
demand, protest or the giving of any notice or other action by the
Administrative Agent or the Lenders, all of which are hereby waived by such
Credit Party; (b) if such Event of Default occurs with respect to any other
Credit Party, all obligations of such Credit Party hereunder automatically shall
immediately become due and payable without presentment, demand, protest or the
giving of any notice or other action by the Administrative Agent or the Lenders,
all of which are hereby waived by such Credit Party; and (c) nothing in this
sentence shall be construed to prevent the Administrative Agent or the Lenders
from exercising any other remedies it or they may have under this Section 9.2.

                                   SECTION 10

                                AGENCY PROVISIONS

         10.1     Appointment.

         Each Lender hereby designates and appoints NationsBank, N.A. as
administrative agent (in such capacity, the "Administrative Agent") of such
Lender to act as specified herein and the other Credit Documents, and each such
Lender hereby authorizes the Administrative Agent as the Administrative Agent
for such Lender, 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. Each Lender further directs and authorizes the
Administrative Agent to execute releases (or similar agreements) to give effect
to the provisions of this Credit Agreement and the other Credit Documents,
including specifically without limitation the provisions of Section 8.4 hereof.
Notwithstanding any provision to the contrary elsewhere herein and in the other
Credit Documents, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein and therein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Credit Agreement or any of the other Credit Documents, or shall otherwise exist
against the Administrative Agent. The provisions of this Section are solely for
the benefit of the Administrative Agent and the Lenders and none of the Credit
Parties shall have any rights as a third party beneficiary of the provisions
hereof. In 


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<PAGE>


performing its functions and duties under this Credit Agreement and the other
Credit Documents, the Administrative Agent shall act solely as Administrative
Agent of the Lenders and does not assume and shall not be deemed to have assumed
any obligation or relationship of agency or trust with or for any Credit Party
or any of their respective Affiliates.

         10.2     Delegation of Duties.

         The Administrative Agent may execute any of its 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 Administrative Agent shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.

         10.3     Exculpatory Provisions.

         The Administrative Agent and its officers, directors, employees,
agents, attorneys-in-fact or affiliates shall not 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 Lenders 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, document, financial statement or other written or oral statement
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 therefor of any of the other Credit Documents, or
for any failure of any Credit Party to perform its obligations hereunder or
thereunder. The Administrative Agent shall not be responsible to any Lender for
the effectiveness, genuineness, validity, enforceability, collectability 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 Administrative Agent to the Lenders or by or on behalf
of the Credit Parties to the Administrative Agent or any Lender 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 the use of the Letters of Credit
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 or any of
their respective Affiliates.

         10.4     Reliance on Communications.

         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 any of 


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<PAGE>


the Credit Parties, independent accountants and other experts selected by the
Administrative Agent with reasonable care). The Administrative Agent may deem
and treat the Lenders as the owners 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 11.3(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 Lenders as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The 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 Lenders (or to the
extent specifically provided in Section 11.6, all the Lenders) and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders (including their successors and assigns).

         10.5     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 Lender 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 Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders.

         10.6     Non-Reliance on Administrative Agent and Other Lenders.

         Each Lender expressly acknowledges that each of the Administrative
Agent and its officers, directors, employees, Administrative Agents,
attorneys-in-fact or affiliates has not made any representations or warranties
to it and that no act by the Administrative Agent or any affiliate thereof
hereinafter taken, including any review of the affairs of any Credit Party or
any of their respective Affiliates, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, assets, operations, property,
financial and other conditions, prospects and creditworthiness of the Borrower,
the other Credit Parties or their respective Affiliates and made its own
decision to make its Loans hereunder and enter into this Credit Agreement. Each
Lender also represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this 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, the other
Credit Parties and their respective Affiliates. Except for notices, reports and
other documents expressly required to be 


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<PAGE>


furnished to the Lenders by the Administrative Agent hereunder, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
assets, property, financial or other conditions, prospects or creditworthiness
of the Borrower, the other Credit Parties or any of their respective Affiliates
which may come into the possession of the Administrative Agent or any of its
officers, directors, employees, Administrative Agents, attorneys-in-fact or
affiliates.

         10.7     Indemnification.

         The Lenders agree to indemnify the Administrative Agent in its capacity
as such (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their respective
Commitments (or if the Commitments have expired or been terminated, in
accordance with the respective principal amounts of outstanding Loans and
Participation Interests of the Lenders), 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 final payment of all of
the obligations of the Borrower hereunder and under the other Credit Documents)
be imposed on, incurred by or asserted against the Administrative Agent in its
capacity 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 Administrative Agent under or in connection with
any of the foregoing; provided that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
gross negligence or willful misconduct of the Administrative Agent. If any
indemnity furnished to the Administrative Agent for any purpose shall, in the
opinion of 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 repayment of the
Loans, LOC Obligations and other obligations under the Credit Documents and the
termination of the Commitments hereunder.

         10.8     Administrative Agent in its Individual Capacity.

         The Administrative Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower,
its Subsidiaries or their respective Affiliates as though the Administrative
Agent were not the Administrative Agent hereunder. With respect to the Loans
made by and all obligations of the Borrower hereunder and under the other Credit
Documents, the Administrative Agent shall have the same rights and powers under
this Credit Agreement as any Lender and may exercise the same as though it were
not the Administrative Agent, and the terms "Lender" and "Lenders" shall include
the Administrative Agent in its individual capacity.


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<PAGE>

         10.9     Successor Administrative Agent.

         The Administrative Agent may, at any time, resign upon 20 days' written
notice to the Lenders, and may be removed, upon show of cause, by the Required
Lenders upon 30 days' written notice to the Administrative Agent. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders, and shall have accepted such
appointment, within 30 days after the notice of resignation or notice of
removal, as appropriate, then the retiring Administrative Agent shall select a
successor Administrative Agent provided such successor is a Lender 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
$500,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations as Administrative Agent, as
appropriate, under this Credit Agreement and the other Credit Documents and the
provisions of this Section 10.9 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Credit Agreement.

                                   SECTION 11

                                 MISCELLANEOUS

         11.1     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 with receipt confirmed by machine or voice, (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, Guarantors and the Administrative Agent, set forth below, and, in
the case of the Lenders, set forth on Schedule 11.1, 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:

                           School Specialty, Inc.
                           100 N. Bluemound Drive
                           Appleton, Wisconsin  54913-1579
                           Attn:  Donald J. Noskowiak
                           Telephone:  920-734-2756, Ext. 258
                           Telecopy:  920-734-6276

                  with a copy to:


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<PAGE>


                           Joseph F. Franzoi, IV
                           Franzoi & Franzoi, S.C.
                           514 Racine Street
                           Menasha, Wisconsin  54952-2398
                           Telephone:  920-725-3916
                           Telecopy:  920-725-0998

                  and a copy to:

                           Russell J. Bruemmer
                           Wilmer, Cutler & Pickering
                           2445 M Street, NW
                           Washington, DC  20037-1420
                           Telephone:  202-663-6804
                           Telecopy:  202-663-6363

                  if to the Administrative Agent:

                           NationsBank, N.A.
                           101 N. Tryon Street
                           Independence Center, 15th Floor
                           NC1-001-15-04
                           Charlotte, North Carolina  28255
                           Attn:  Agency Services
                           Telephone:  (704) 388-1108
                           Telecopy:   (704) 388-9436

                  with a copy to:

                           NationsBank, N.A.
                           Corporate Finance Group
                           6610 Rockledge Drive, 6th Floor
                           MD2-600-06-13
                           Bethesda, Maryland  20817-1876
                           Attn:  Michael R. Heredia
                           Telephone:  (301) 571-0724
                           Telecopy:   (301) 571-0719

         11.2     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 and during the continuance of an Event of Default, each Lender 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


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<PAGE>


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 Lender
(including, without limitation branches, agencies or Affiliates of such Lender
wherever located) to or for the credit or the account of any Credit Party
against obligations and liabilities of such Person to such Lender hereunder,
under the Notes, the other Credit Documents or otherwise, irrespective of
whether such Lender 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 Lender subsequent thereto. Any Person purchasing a
participation in the Loans and Commitments hereunder pursuant to Section 3.13 or
Section 11.3(d) may exercise all rights of set-off with respect to its
participation interest as fully as if such Person were a Lender hereunder.

         11.3     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 none of the Credit Parties may assign or
transfer any of its interests without prior written consent of the Lenders;
provided further that the rights of each Lender to transfer, assign or grant
participations in its rights and/or obligations hereunder shall be limited as
set forth in this Section 11.3, provided however that nothing herein shall
prevent or prohibit any Lender from (i) pledging its Loans hereunder to a
Federal Reserve Bank in support of borrowings made by such Lender from such
Federal Reserve Bank, or (ii) granting assignments or selling participations in
such Lender's Loans and/or Commitments hereunder to its parent company and/or to
any Affiliate or Subsidiary of such Lender.

         (b) Assignments. Each Lender may assign all or a portion of its rights
and obligations hereunder, pursuant to an assignment agreement substantially in
the form of Schedule 11.3(b), to (i) any Lender or any Affiliate or Subsidiary
of a Lender, or (ii) 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
Default or Event of Default has occurred and is continuing, the Borrower;
provided that (i) any such assignment (other than any assignment to an existing
Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the
remaining amount of the Commitment being assigned by such Lender) of the
Commitments and in integral multiples of $1,000,000 above such amount and (ii)
each such assignment shall be of a constant, not varying, percentage of all such
Lender'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 $3,500 payable
by the Assigning Lender to the Administrative Agent for its own account from and
after the later of (i) the effective date specified in the applicable assignment
agreement and (ii) the date of recording of such assignment in the Register
pursuant to the terms of subsection (c) below. The assigning Lender 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,
and (to the extent required pursuant to the terms hereof), with the consent of,
the Borrower as provided herein), the assignee shall become a "Lender" for all
purposes of this Credit Agreement


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<PAGE>


and the other Credit Documents and, to the extent of such assignment, the
assigning Lender 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 Lender 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). By executing and delivering an
assignment agreement in accordance with this Section 11.3(b), the assigning
Lender thereunder and the assignee thereunder shall be deemed to confirm to and
agree with each other and the other parties hereto as follows: (i) such
assigning Lender warrants that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim; (ii) except
as set forth in clause (i) above, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Credit
Agreement, any of the other Credit Documents or any other instrument or document
furnished pursuant hereto or thereto, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Credit Agreement, any
of the other Credit Documents or any other instrument or document furnished
pursuant hereto or thereto or the financial condition of any Credit Party or any
of their respective Affiliates or the performance or observance by any Credit
Party of any of its obligations under this Credit Agreement, any of the other
Credit Documents or any other instrument or document furnished pursuant hereto
or thereto; (iii) such assignee represents and warrants that it is legally
authorized to enter into such assignment agreement; (iv) such assignee confirms
that it has received a copy of this Credit Agreement, the other Credit Documents
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into such assignment agreement;
(v) such assignee will independently and without reliance upon the
Administrative Agent, such assigning Lender or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Credit Agreement and the other Credit Documents; (vi) such assignee
appoints and authorizes the Administrative Agent to take such action on its
behalf and to exercise such powers under this Credit Agreement or any other
Credit Document as are delegated to the Administrative Agent by the terms hereof
or thereof, together with such powers as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms
all the obligations which by the terms of this Credit Agreement and the other
Credit Documents are required to be performed by it as a Lender.

         (c) Maintenance of Register. The Administrative Agent shall maintain at
one of its offices in Charlotte, North Carolina a copy of each Lender assignment
agreement delivered to it in accordance with the terms of subsection (b) above
and a register for the recordation of the identity of the principal amount, type
and Interest Period of each Loan outstanding hereunder, the names, addresses and
the Commitments of the Lenders pursuant to the terms hereof from time to time
(the "Register"). The Administrative Agent will make reasonable efforts to
maintain the accuracy of the Register and to promptly update the Register from
time to time, as necessary. The entries in the Register shall be conclusive in
the absence of manifest error and the Borrower, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Credit
Agreement. The Register 


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<PAGE>


shall be available for inspection by the Borrower and each Lender, at any
reasonable time and from time to time upon reasonable prior notice.

         (d) Participations. Each Lender may sell, transfer, grant or assign
participations in all or any part of such Lender's rights, obligations, or
rights and obligations hereunder (including all or a portion of its Commitments
or its Loans); provided that (i) such selling Lender shall remain a "Lender" for
all purposes under this Credit Agreement (such selling Lender's obligations
under the Credit Documents remaining unchanged) and the participant shall not
constitute a Lender 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, (C) except as expressly provided in the Credit
Documents, release all or substantially all of the Guarantors from their
guaranty obligations hereunder, or (D) except as permitted under Section 8.4(b),
release all or substantially all of the collateral, and (iii) sub-participations
by the participant (except to an affiliate, parent company or affiliate of a
parent company of the participant) shall be prohibited. 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 Lender in respect of such participation to be those set forth in the
participation agreement with such Lender creating such participation) and all
amounts payable by and other obligations of the Borrower hereunder shall be
determined as if such Lender had not sold such participation, provided, however,
that such participant shall be entitled to receive additional amounts under
Sections 3.6, 3.9, 3.10 and 3.11 on the same basis as if it were a Lender (but
not in excess of amounts available to the Lender from which the participant took
its interest).

         11.4     No Waiver; Remedies Cumulative.

         No failure or delay on the part of the Administrative Agent or any
Lender in exercising any right, power or privilege hereunder or under any other
Credit Document and no course of dealing between the Administrative Agent or any
Lender and any of the Credit Parties 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 Lender
would otherwise have. No notice to or demand on any Credit Party in any case
shall entitle the Borrower or any other Credit Party 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 Lenders to any other or further action
in any circumstances without notice or demand.


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<PAGE>


         11.5     Payment of Expenses, etc.

         The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and
expenses (A) 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, PLLC, 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
Credit Parties under this Credit Agreement and (B) of the Administrative Agent
and the Lenders 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 Lenders); (ii) pay and hold
each of the Lenders 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 Lenders 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 Lender) to pay such taxes; and (iii) indemnify each Lender,
its officers, directors, employees, representatives and Administrative 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 (A) any investigation,
litigation or other proceeding (whether or not any Lender 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 or (B) the presence or Release of any Materials of Environmental
Concern at, under or from any Property owned, operated or leased by the Borrower
or any of its Subsidiaries, or the failure by the Borrower or any of its
Subsidiaries to comply with any Environmental Law (but excluding, in the case of
either of clause (A) or (B) above, 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).

         11.6     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 entered into by, or approved in writing by, the Required Lenders and the
Borrower, provided, however, that:

                  (a) without the consent of each Lender affected thereby,
         neither this Credit Agreement nor any of the other Credit Documents may
         be amended to

                         (i) extend the final maturity of any Loan or the time
                  of payment of any reimbursement obligation, or any portion
                  thereof, arising from drawings under 


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                  Letters of Credit, or extend or waive any principal
                  amortization payment of any Loan, or any portion thereof,

                        (ii) reduce the rate or extend the time of payment of
                  interest (other than as a result of waiving the applicability
                  of any increase in interest rates after the occurrence of an
                  Event of Default or on account of a failure to deliver
                  financial statements on a timely basis) thereon or Fees
                  hereunder,

                       (iii) reduce or waive the principal amount of any Loan or
                  of any reimbursement obligation, or any portion thereof,
                  arising from drawings under Letters of Credit,

                        (iv) increase the Commitment of a Lender over the amount
                  thereof in effect (it being understood and agreed that a
                  waiver of any Default or Event of Default or mandatory
                  reduction in the Commitments shall not constitute a change in
                  the terms of any Commitment of any Lender),

                         (v) except as permitted under Section 8.4(b), release
                  all or substantially all of the collateral,

                        (vi) except as the result of or in connection with a
                  dissolution, merger or disposition of a Subsidiary permitted
                  under Section 8.4, release the Borrower or all or
                  substantially all of the Guarantors from its or their
                  obligations under the Credit Documents,

                       (vii) amend, modify or waive any provision of this
                  Section 11.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12,
                  3.13, 3.14, 9.1(a), 11.2, 11.3, 11.5 or 11.9,

                      (viii) reduce any percentage specified in, or otherwise
                  modify, the definition of Required Lenders, or

                        (ix) consent to the assignment or transfer by the
                  Borrower (or another Credit Party) of any of its rights and
                  obligations under (or in respect of) the Credit Documents
                  except as permitted thereby;

                  (b) without the consent of the Agent, no provision of
         Section 10 may be amended;

                  (c) without the consent of the Issuing Lender, no provision of
         Section 2.2 may be amended.

         Notwithstanding the fact that the consent of all the Lenders is
required in certain circumstances as set forth above, (x) each Lender is
entitled to vote as such Lender sees fit on any bankruptcy reorganization plan
that affects the Loans, and each Lender acknowledges that the 


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provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous
consent provisions set forth herein and (y) the Required Lenders may consent to
allow a Credit Party to use cash collateral in the context of a bankruptcy or
insolvency proceeding.

         11.7     Counterparts.

         This Credit Agreement may be executed in any number of counterparts,
each of which when 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.

         11.8     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.

         11.9     Survival.

         All indemnities set forth herein, including, without limitation, in
Section 2.2(i), 3.9, 3.11, 10.7 or 11.5 shall survive the execution and delivery
of this Credit Agreement, the making of the Loans, the issuance of the Letters
of Credit, the repayment of the Loans, LOC Obligations and other obligations
under the Credit Documents and the termination of the Commitments hereunder, and
all representations and warranties made by the Credit Parties herein shall
survive delivery of the Notes and the making of the Loans hereunder.

         11.10    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 STATE OF NEW YORK.
Any legal action or proceeding with respect to this Credit Agreement or any
other Credit Document may be brought in the courts of the State of New York in
New York County, or of the United States for the Southern District of New York,
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 nonexclusive 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 for notices pursuant to Section 11.1, such
service to become effective three (3) days after such mailing. Nothing herein
shall affect the right of the Administrative Agent to serve process in any other
manner permitted by law or to commence legal proceedings or to otherwise proceed
against any Credit Party in any other jurisdiction.


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<PAGE>


         (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) TO THE EXTENT PERMITTED BY LAW, EACH OF THE ADMINISTRATIVE AGENT,
THE LENDERS, THE BORROWER AND 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.

         11.11    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.

         11.12    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.

         11.13    Binding Effect; Termination.

         (a) This Credit Agreement shall become effective at such time on or
after the Closing Date when it shall have been executed by the Borrower, the
Guarantors and the Administrative Agent, and the Administrative Agent shall have
received copies hereof (telefaxed or otherwise) which, when taken together, bear
the signatures of each Lender, and thereafter this Credit Agreement shall be
binding upon and inure to the benefit of the Borrower, the Guarantors, the
Administrative Agent and each Lender and their respective successors and
assigns.

         (b) The term of this Credit Agreement shall be until no Loans, LOC
Obligations or any other amounts payable hereunder or under any of the other
Credit Documents shall remain outstanding and until all of the Commitments
hereunder shall have expired or been terminated.

         11.14    Confidentiality.

         The Administrative Agent and the Lenders agree to keep confidential
(and to cause their respective affiliates, officers, directors, employees,
Administrative Agents and representatives to 


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<PAGE>


keep confidential) all information, materials and documents furnished to the
Administrative Agent or any such Lender by or on behalf of any Credit Party
(whether before or after the Closing Date) which relates to the Borrower or any
of its Subsidiaries (the "Information"). Notwithstanding the foregoing, the
Administrative Agent and each Lender shall be permitted to disclose Information
(i) to its affiliates, officers, directors, employees, agents and
representatives (provided they have been informed of the confidential nature of
such Information and have agreed to abide by the provisions of this Section
11.14) in connection with its participation in any of the transactions evidenced
by this Credit Agreement or any other Credit Documents or the administration of
this Credit Agreement or any other Credit Documents; (ii) to the extent required
by applicable laws and regulations or by any subpoena or similar legal process,
or requested by any Governmental Authority, and, where permissable in connection
therewith, after notice to the Borrower reasonably calculated to afford the
Borrower an opportunity to contest the disclosure; (iii) to the extent such
Information (A) becomes publicly available other than as a result of a breach of
this Credit Agreement or any agreement entered into pursuant to clause (iv)
below, (B) becomes available to the Administrative Agent or such Lender on a
non-confidential basis from a source other than a Credit Party or (C) was
available to the Administrative Agent or such Lender on a non-confidential basis
prior to its disclosure to the Administrative Agent or such Lender by a Credit
Party; (iv) to any assignee or participant (or prospective assignee or
participant) so long as such assignee or participant (or prospective assignee or
participant) first specifically agrees in a writing furnished to and for the
benefit of the Credit Parties to be bound by the terms of this Section 11.14; or
(v) to the extent that the Borrower shall have consented in writing to such
disclosure. Nothing set forth in this Section 11.14 shall obligate the
Administrative Agent or any Lender to return any materials furnished by the
Credit Parties.

         11.15    Source of Funds.

         Each of the Lenders hereby represents and warrants to the Borrower that
at least one of the following statements is an accurate representation as to the
source of funds to be used by such Lender in connection with the financing
hereunder:

                  (a) no part of such funds constitutes assets allocated to any
         separate account maintained by such Lender in which any employee
         benefit plan (or its related trust) has any interest;

                  (b) to the extent that any part of such funds constitutes
         assets allocated to any separate account maintained by such Lender,
         such Lender has disclosed to the Borrower the name of each employee
         benefit plan whose assets in such account exceed 10% of the total
         assets of such account as of the date of such purchase (and, for
         purposes of this subsection (b), all employee benefit plans maintained
         by the same employer or employee organization are deemed to be a single
         plan);

                  (c) to the extent that any part of such funds constitutes
         assets of an insurance company's general account, such insurance
         company has complied with all of the requirements of the regulations
         issued under Section 401(c)(1)(A) of ERISA; or


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<PAGE>


                  (d) such funds constitute assets of one or more specific
benefit plans which such Lender has identified in writing to the Borrower.

As used in this Section 11.15, the terms "employee benefit plan" and "separate
account" shall have the respective meanings assigned to such terms in Section 3
of ERISA.

         11.16    Conflict.

         To the extent that there is a conflict or inconsistency between any
provision hereof, on the one hand, and any provision of any Credit Document, on
the other hand, this Credit Agreement shall control.

                           [Signature Page to Follow]


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<PAGE>


         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:                   SCHOOL SPECIALTY, INC.
                            a Delaware corporation

                            By: /s/ David Vander Zanden
                               --------------------------
                            Name:   David Vander Zanden
                            Title:  President

GUARANTORS:                 CHILDCRAFT EDUCATION CORP.,
                            a New York corporation

                            By: /s/ Marla Anderson
                               --------------------------
                            Name:   Marla Anderson
                            Title:  Assistant Secretary

                            RE-PRINT LLC,
                            a Delaware limited liability company

                            By: /s/ Marla Anderson
                               --------------------------
                            Name:   Marla Anderson
                            Title:  Assistant Secretary

                            BIRD-IN-HAND WOODWORKS, INC.,
                            a New Jersey corporation

                            By: /s/ Marla Anderson
                               --------------------------
                            Name:   Marla Anderson
                            Title:  Assistant Secretary

                            SAX ARTS & CRAFTS, INC.,
                            a Delaware corporation

                            By: /s/ Marla Anderson
                               --------------------------
                            Name:   Marla Anderson
                            Title:  Assistant Secretary


<PAGE>


LENDERS:                    NATIONSBANK, N.A.,
                            individually in its capacity as a
                            Lender and in its capacity as Administrative Agent

                            By: /s/ Michael R. Heredia
                               --------------------------
                            Name:   Michael R. Heredia
                            Title:  Senior Vice President